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                                                                    EXHIBIT 10.2

                             TAX SHARING AGREEMENT

     This TAX SHARING AGREEMENT ("Agreement") is entered into as of _________,
2000, by and between Fluor Corporation, a Delaware corporation, which shall be
renamed "Massey Energy Company" in connection with the transactions contemplated
herein (together with its successors and permitted assigns, "Parent"), Fluor
Corporation, a newly organized Delaware corporation (together with its
successors and permitted assigns, "New Fluor"), and A.T. Massey Coal Company,
Inc., a Virginia corporation ("A.T. Massey").

                                   WITNESSETH

     WHEREAS, as of the date hereof, Parent is the common parent of an
affiliated group of corporations which has elected to file consolidated Federal
Income Tax Returns;

     WHEREAS, Parent and New Fluor have entered into a Distribution Agreement
setting forth the corporate transactions pursuant to which Parent will
distribute all of the outstanding shares of common stock of New Fluor to Parent
shareholders in a transaction intended to qualify as a tax-free distribution
under section 355 of the Code (as defined below);

     WHEREAS, as a result of the Transactions (as defined below), members of the
New Fluor Group and members of the Massey Group will become members of the same
affiliated group and will be members of the same affiliated group for a portion
of Parent's taxable year that includes the Distribution Date;

     WHEREAS, as a result of the Distribution, New Fluor and its subsidiaries
will cease, effective as of the day after the Distribution Date, to be members
of the affiliated group of which Parent is the common parent; and

     WHEREAS, the Companies desire to provide for and agree upon the allocation
between the parties of liabilities for Taxes (as defined below) arising prior
to, as a result of, and subsequent to the Transactions,  and to provide for and
agree upon other matters relating to Taxes.

     NOW THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereby agree as follows:

     Section 1.  Definition of Terms.

     (a) General.  For purposes of this Agreement (including the recitals
hereof), the following terms have the following meanings:

     "Accounting Cutoff Date" means, with respect to any entity, any date as of
the end of which there is a closing of the financial accounting records for such
entity.

     "Accounting Firm" shall have the meaning provided in Section 15.
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     "Adjustment Request" means any formal or informal claim or request filed
with any Tax Authority, or with any administrative agency or court, for the
adjustment, refund, or credit of Taxes including (i) any amended Tax Return
claiming adjustment to the Taxes as reported on the Tax Return or, if
applicable, as previously adjusted, or (ii) any claim for refund or credit of
Taxes previously paid, including any Carryback Adjustment Request (as defined in
Section 5.04(a) hereof), any Carryover Adjustment Request (as defined in Section
5.04(b) hereof), and any Audit Adjustment Request (as defined in Section 5.04(c)
hereof).

     "Affiliate" means any entity (and its predecessors) that, directly or
indirectly, is "controlled" by the person or entity in question.  "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through
ownership of voting securities, by contract or otherwise.  Except as otherwise
provided herein, the term "Affiliate" shall refer to Affiliates of a person as
determined immediately after the Distribution.

     "Agreement" shall mean this Tax Sharing Agreement.

     "Audit Adjustment" means any change to a Tax Item or the Tax liability as
previously reported or reflected on a Tax Return that is required or otherwise
results from or is attributable to an audit, examination or other review of such
Tax Return by a Tax Authority, whether such audit, examination or other review
is initiated by a Tax Authority or a member of a Group.

     "Base Rate" means one-month LIBOR, as in effect from time to time and
quoted in the Wall Street Journal, Eastern Edition (or, if the Wall Street
Journal ceases to be published or ceases to publish one-month LIBOR, such other
reliable source as the parties shall mutually select), compounded quarterly on
the basis of a year of 365 or 366 (as applicable) days and actual days elapsed.

     "Carryback" means any net operating loss, net capital loss, foreign tax,
excess tax credit, or other Tax Item which may or must be carried back from one
Tax Period to another Tax Period under the Code or other applicable Tax Law.

     "Carryover" means any net operating loss, net capital loss, foreign tax,
excess tax credit or other Tax Item which may or must be carried forward from
one Tax Period to another Tax Period under the Code or other applicable Tax Law.

     "Code" means the U.S. Internal Revenue Code of 1986, as amended, or any
successor Law.

     "Companies" means Parent and New Fluor, collectively, and "Company" means
any one of Parent and New Fluor.

     "Consolidated or Combined Tax" means any Tax which applies on a basis
whereby one or more members of both Groups are consolidated or combined into a
single group (including through a unitary Tax Return), other than a
consolidation or combination in which the members of one Group are subject to
the Tax only because members of the other Group are so subject.

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     "Consolidated or Combined Tax Return" means any Tax Return which relates to
a Consolidated or Combined Tax.

     "Consolidated Tax Liability" means, (i) with respect to any consolidated
Federal  Income Tax Return, the "tax liability of the group" as that term is
used in Treasury Regulation Section 1.1552-1(b), including any applicable
alternative minimum tax, interest, penalties, additions to tax and additional
amounts as provided under the Code, and (ii) with respect to any Consolidated or
Combined Tax Return other than a Tax Return described in the foregoing clause
(i), the consolidated or combined tax liability of the group, including any
applicable interest, penalties, additions to tax and additional amounts, as
determined under applicable Tax Laws.

     "Distribution" means the distribution to Parent shareholders on the
Distribution Date of all of the outstanding stock of New Fluor owned by Parent.

     "Distribution Agreement" means the agreement, dated as of the date hereof,
as amended from time to time, setting forth the corporate transactions required
to effect the distribution to Parent shareholders of New Fluor Common Shares,
and to which this Tax Sharing Agreement is attached as an exhibit.

     "Distribution Date" means the "Distribution Date" as that term is defined
in the Distribution Agreement.

     "Federal Income Tax" means any Income Tax imposed on corporations under the
Code.

     "Foreign Income Tax" means any Income Tax imposed on corporations by any
foreign country or any possession of the United States, or by any political
subdivision of any foreign country or United States possession.

     "Group" means the Parent Group, the Massey Group or the New Fluor Group, as
the context requires.

     "Income Tax" means  any Tax based upon, measured by, or calculated with
respect to (i) net income or profits (including any capital gains Tax, minimum
Tax and any Tax on items of tax preference, but not including sales, use, real
or personal property, gross or net receipts, transfer or similar Taxes) or (ii)
multiple bases, if one or more of the bases upon which such Tax may be based,
measured by, or calculated with respect to, is described in the foregoing clause
(i), in each case inclusive of any interest, penalties, additions to tax or
additional amounts in respect of or related to the foregoing.

     "Joint Adjustment" means any adjustment proposed by a Tax Authority or any
claim for refund asserted in a Tax Contest which is neither a New Fluor
Adjustment nor a Parent Adjustment.

     "Law" means any Federal, state, local or other law or governmental
requirement of any kind and the rules, regulations and orders (administrative or
judicial) promulgated thereunder.

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     "Massey Group" means A.T. Massey and its direct and indirect subsidiaries
which would be included in its affiliated group pursuant to Code Section 1504 if
A.T. Massey were the parent of such group, provided, however, for purposes of
this Agreement said Code Section 1504 shall be applied by (i) substituting "50
percent" for "80 percent" at each place where the words "80 percent" appear in
Code Section 1504(a)(2), and (ii) treating as an "includible corporation" any
corporation which otherwise would not constitute an includible corporation
pursuant to Code Section 1504(b).

     "New Fluor Adjustment" means any adjustment to a Tax Item or Tax liability
proposed by a Tax Authority or any claim for refund asserted in a Tax Contest to
the extent New Fluor would be exclusively liable for any resulting Tax under
this Agreement and exclusively entitled to receive any resulting Tax Benefit
under this Agreement.

     "New Fluor Group" means (i) for periods up to and including the
Distribution Date, Parent and its direct and indirect subsidiaries which are
included in its affiliated group pursuant to Code Section 1504, but excluding
members of the Massey Group and (ii) for periods after the Distribution Date,
New Fluor and its direct and indirect subsidiaries which are included in its
affiliated group pursuant to section 1504 of the Code, provided, however, for
purposes of this Agreement said Code Section 1504 shall be applied by (i)
substituting "50 percent" for "80 percent" at each place where the words "80
percent" appear in Code Section 1504(a)(2), and (ii) treating as an "includible
corporation" any corporation which otherwise would not constitute an includible
corporation pursuant to Code Section 1504(b).

     "Other Company" means, with respect to a Tax Return, the Company which is
not the Responsible Company with respect to that Tax Return.

     "Parent Adjustment" means any adjustment to a Tax Item or Tax liability
proposed by a Tax Authority or any claim for refund asserted in a Tax Contest to
the extent Parent would be exclusively liable for any resulting Tax under this
Agreement and exclusively entitled to receive any resulting Tax Benefit under
this Agreement.

     "Parent Group" means (a) for periods up to and including the Distribution
Date, the Massey Group and (b) for periods after the Distribution Date, Parent
and the Massey Group.

     "Payment Date" means (i) with respect to any consolidated Federal Income
Tax Return which includes members of both the Parent Group and the New Fluor
Group, the due date for any required installment of estimated taxes determined
under Code Section 6655, the due date (determined without regard to extensions)
for filing the return determined under Code Section 6072, and the date the
return is filed, and (ii) with respect to any other Consolidated or Combined Tax
Return, the corresponding dates determined under the applicable Tax Law.

     "Responsible Company" means, with respect to any Tax Return, the Company
which is responsible for preparing and filing the Tax Return under this
Agreement.

     "Restructuring Tax" means any Tax described in Sections 2.04(a)(ii)
relating to Taxes imposed on or with respect to any income or gain recognized as
a result of any one or more of the Transactions.

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     "Ruling" means the private letter ruling issued by the Internal Revenue
Service in response to the Ruling Request, including any amendments or
supplements to such private letter ruling.

     "Ruling Request" means the letter filed by Parent with the Internal Revenue
Service requesting a ruling from the Internal Revenue Service regarding certain
tax consequences of  the Transactions (including all attachments, exhibits, and
other materials submitted with such ruling request letter) and any amendments or
supplements to such ruling request letter.

     "Section" means Sections of this Agreement, except where otherwise
indicated.

     "Separate Company Tax" means any Tax applicable only to a member or members
of a single Group.

     "Separate Company Tax Return" means any Tax Return which relates to a
Separate Company Tax.

     "State Income Tax" means any Income Tax imposed on corporations by any
State of the United States or by any political subdivision of any such State.

     "Straddle Period" means any Tax Period which includes one or more members
of the New Fluor Group or the Parent Group for the entire Tax Period and which
includes one or more members of the other Group for only a portion of such Tax
Period.

     "Tax" or "Taxes"  means any income, gross income, gross receipts, profits,
capital stock, franchise, withholding, payroll, social security, workers
compensation, unemployment, disability, property, ad valorem, stamp, excise,
severance, occupation, service, sales, use, license, lease, transfer, import,
export, value added, alternative minimum, estimated or similar tax (including
any fee, assessment, or other charge in the nature of or in lieu of any tax)
imposed by any governmental entity or political subdivision thereof, and any
interest, penalties, additions to tax, or additional amounts in respect of or
related to the foregoing.

     "Tax Authority" means, with respect to any Tax, the governmental entity or
political subdivision thereof that imposes such Tax, and the agency (if any)
charged with the collection of such Tax for such entity or subdivision.

     "Tax Benefit" means any refund, credit, or other reduction in otherwise
required Tax payments (including any reduction in estimated Tax payments),
including, without limitation, any reduction in a Tax liability attributable to
deductions resulting from expenses, depreciation, amortization or other sources.

     "Tax Contest" means an audit, review, examination, or any other
administrative or judicial proceeding with the purpose or effect of
redetermining Taxes of any of the Companies or their Affiliates (including any
administrative or judicial review of any claim for refund) for any Tax Period
ending on or before, or including, the Distribution Date and any Straddle
Period.

     "Tax Item" means, with respect to any Income Tax, any item of income, gain,
loss, deduction, or credit.

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     "Tax Law" means the Law of any governmental entity or political subdivision
thereof relating to any Tax.

     "Tax Period" means, with respect to any Tax, the period for which the Tax
is reported as provided under the Code or other applicable Tax Law.

     "Tax Records" means Tax Returns, Tax Return workpapers, documentation
relating to any Tax Contests, and any other books of account or records required
to be maintained under the Code or other applicable Tax Laws or under any record
retention agreement with any Tax Authority.

     "Tax Return" means any report of Taxes due, any claims for refund of Taxes
paid, any information return with respect to Taxes, or any other similar report,
statement, declaration, or document required to be filed under the Code or other
Tax Law, including any attachments, exhibits or other materials submitted with
any of the foregoing, and including any amendments or supplements to any of the
foregoing.

     "Transactions" means the transactions contemplated by the Distribution
Agreement.

     "Treasury Regulations" means the regulations promulgated from time to time
under the Code as in effect for the relevant Tax Period.

     "With/Without Allocation Method" means, with respect to any Consolidated or
Combined Tax, the methodology for allocating the liability for such Tax among
and between the Parent Group and the New Fluor Group in accordance with the
principles and provisions of Section 2.01 or Section 2.02, whichever may be
applicable.

     (b) Other Definitional Provisions.

        (i) Any term not defined above shall have the meaning ascribed thereto
in the text of this Agreement where such term is first used.

        (ii) The words "hereof", "herein", and "hereunder"and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement.

        (iii) Terms defined in the singular shall have a comparable meaning when
used in the plural, and vice versa.

        (iv) The words "includes" and "including" shall be construed as though
followed by "without limitation" or words of similar import, unless the context
clearly requires otherwise.

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     Section 2.  Allocation of Tax Liabilities.

     2.01  Allocation of United States Federal Income Tax.  Except as provided
in Section 2.04 and subject to Section 3:

     (a) Separate Tax Periods. Insofar as the New Fluor Group and/or the Parent
Group file Federal Income Tax Returns for any Tax Periods which do not include
any member of the other Group, the filing Group shall be liable for (and shall
indemnify and hold the other Group harmless from) any Federal Income Tax that is
attributable to such Tax Periods .

     (b) Combined Taxable Years. If one or more members of the New Fluor Group
and one or more members of the Parent Group are included in the same
consolidated Federal Income Tax Return:

        (i) Allocation of Tax. For any relevant taxable year beginning after
October 31, 2000, (1) the Consolidated Tax Liability for the entire taxable year
shall be computed by excluding the New Fluor Group (the "Federal Without
Amount") and (2) the Consolidated Tax Liability for the entire taxable year
shall be computed by including the New Fluor Group (but only for the portion of
such taxable year during which the New Fluor Group is included in the
consolidated Federal Income Tax Return) but (A) without taking into account
losses or other deductions or credits of the Parent Group not used in
calculating the Federal Without Amount and (B) taking into account losses or
other deductions or credits of the New Fluor Group which are not used in the
consolidated Federal Income Tax Return as a result of the use on such Return of
losses, deductions or credits of the Parent Group not used in calculating the
Without Amount, whether any such losses, deductions or credits of the New Fluor
Group or the Parent Group arise in such taxable year or are carried forward or
back from another taxable year (the "Federal With Amount"). The Parent Group
shall be allocated and liable for the Federal Without Amount. The New Fluor
Group shall be allocated and liable for the excess, if any, of the Federal With
Amount over the Federal Without Amount. If the Federal With Amount exceeds the
Federal Without Amount, New Fluor shall pay the excess amount to Parent in
accordance with the applicable provisions of Section 5. If the Federal With
Amount is less than the Federal Without Amount, Parent shall pay the amount of
the difference to New Fluor in accordance with the applicable provisions of
Section 5. For the taxable year ending on October 31, 2000 (if relevant), the
preceding provisions of this Section 2.01(b)(i) shall be applied by substituting
"Parent" and "Parent Group" for "New Fluor" and "New Fluor Group" and vice
versa. The allocation of Tax liabilities under this Section 2.01(b)(i) is the
"Federal Allocation Method".

        (ii) Allocation of Consolidated Federal Tax Adjustments. If there is any
Audit Adjustment to any Tax Item for any relevant Tax Period beginning after
October 31, 2000, the Federal With Amount and the Federal Without Amount shall
be recalculated, in accordance with the principles of Section 2.01(b)(i), to
reflect such Audit Adjustment. New Fluor shall be allocated and liable for, and
shall pay to Parent in accordance with the provisions of Section 5, the amount
described in whichever one (but not more than one) of the following three
clauses is applicable:  (1) the amount by which the excess of the Federal With
Amount over the Federal Without Amount as recalculated is greater than such
excess as previously (and most recently) calculated under this Section 2.01(b),
(2) the amount by which the excess of the Federal Without Amount over the
Federal With Amount as recalculated is less than such excess as

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previously (and most recently) calculated, or (3) the sum of the excess of the
Federal With Amount over the Federal Without Amount as recalculated plus the
excess of the Federal Without Amount over the Federal With Amount as previously
(and most recently) calculated. Parent shall be allocated and liable for, and
shall pay to New Fluor in accordance with the provisions of Section 5, the
amount described in whichever one (but not more than one) of the following three
clauses is applicable: (1) the amount by which the excess of the Federal With
Amount over the Federal Without Amount as recalculated is less than such excess
as previously (and most recently) calculated under this Section 2.01(b), (2) the
amount by which the excess of the Federal Without Amount over the Federal With
Amount as recalculated is greater than such excess as previously (and most
recently) calculated, or (3) the sum of the excess of the Federal Without Amount
over the Federal With Amount as recalculated plus the excess of the Federal With
Amount over the Federal Without Amount as previously (and most recently)
calculated. The parties agree and understand that their respective obligations
to make payments hereunder resulting from Audit Adjustments shall apply in
circumstances wherein there is no additional net Tax liability payable to a Tax
Authority attributable to the adjustment of one or more Tax Items on the
applicable Tax Return but the adjustments result in changes to the Federal With
Amount and/or Federal Without Amount as recalculated to reflect all such Audit
Adjustments. In the case of any Tax Period ending on October 31, 2000 (if
relevant), the preceding provisions of this Section 2.01(b)(ii) shall be applied
by substituting "Parent" for "New Fluor" and vice versa.

     (iii)  Compensation for Loss of Tax Credits.  This paragraph applies if, as
a result of including members of the Parent Group and members of the New Fluor
Group in a consolidated Federal Income Tax Return for a Tax Period (such Tax
Period, an "Applicable Tax Period," and such return, an "Applicable Consolidated
Return"), (A) the minimum tax credits or other Federal Income Tax credits
generated by the Parent Group and available as a carryover to a subsequent Tax
Period are less than such carryover credits would be if such members of the New
Fluor Group had not been included in such Applicable Consolidated Return (the
excess of (1) the amount of credits that would have been generated and available
as a carryover if the New Fluor Group had not been included in the Applicable
Consolidated Return, over (2) the amount of such credits generated and available
as a carryover by the Parent Group is referred to herein as the "Displaced
Credits"); (B) the portion of the Federal Income Tax liability for such
Applicable Tax Period that is allocated to the New Fluor Group under this
Section 2.01 is less than the Federal Income Tax that the New Fluor Group would
have incurred, if it had not been included in such Applicable Consolidated
Return, for the portion of the Applicable Tax Period during which the New Fluor
Group is included in the Applicable Consolidated Return (the excess of (1) the
amount of Federal Income Tax liability that would have been incurred by the New
Fluor Group had it not been included in the Applicable Consolidated Return over
(2) the amount of such Federal Income Tax liability allocated to the New Fluor
Group under this Section 2.01 is referred to herein as the "New Fluor Group Tax
Savings"); and (C) in a subsequent Tax year (a "Credit Deficiency Year") the
Parent Group incurs a Federal Income Tax liability that it would not have
incurred if it had available to it all or any portion of the Displaced Credits,
with such availability to be determined after giving effect to any limitation on
the Displaced Credits, including any limitation on the number of Tax Periods to
which the Displaced Credits would have been carried under applicable Federal
Income Tax Law (such Tax liability is referred to herein as the "Parent Group
Additional Tax Liability").  For each such Credit Deficiency Year, New Fluor
shall pay to Parent the amount of such Parent Group Additional Tax Liability,
provided, however, that in no event shall New Fluor be obligated hereunder to
make payments to Parent in excess of the

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aggregate New Fluor Group Tax Savings, provided further, however, for purposes
of this Section 2.01(b)(iii), the amount of such New Fluor Group Tax Savings
shall be adjusted, and New Fluor's payment obligation hereunder may be subject
to a letter of credit security arrangement, in accordance with the provisions of
Section 2.01(b)(iv). New Fluor's payment to Parent will be due within 20
business days following Parent's written demand therefor, which shall not be
made earlier than the due date, determined without regard to extensions, for the
Parent Group's Federal Income Tax Return for the Credit Deficiency Year. When
making its demand for payment, Parent shall provide New Fluor with Parent's
computation, in reasonable detail, of the amount payable by New Fluor pursuant
to the provisions of this Section 2.01(b)(iii) together with such other
information reasonably necessary to allow New Fluor to verify that a payment is
due hereunder and the amount thereof. In addition to such payment, if New Fluor
does not make the payment due hereunder to Parent within 3 business days after
New Fluor's receipt of such written demand containing such computation and other
necessary information, then New Fluor shall also pay to Parent interest on such
payment amount at the Base Rate from the due date of such Tax Return to the date
of payment by New Fluor of the payment required hereunder. By way of
illustration (and not limitation) of the foregoing provisions, assume: (1) the
Distribution Date is November 30, 2000, and Parent files an Applicable
Consolidated Return for the Tax Period ending October 31, 2001 (the "2001
Period"); (2) the Parent Group has $40 Million of minimum tax credits available
for carryover into the 2001 Period; (3) but for the inclusion of the New Fluor
Group in the Applicable Consolidated Return for the 2001 Period, Parent would
have generated in the 2001 Period an additional $4 Million of minimum tax
credits available for carryover to subsequent Tax Periods; (4) as a result of
the inclusion of the New Fluor Group in the Applicable Consolidated Return for
the 2001 Period, the minimum tax credits generated by the Parent Group in the
2001 Period and available for carryover are reduced to $2 Million, thereby
resulting in an aggregate minimum tax credit of $42 Million available for
carryover to Tax Periods after the 2001 Period; (5) the Federal Income Tax
liability allocated to the New Fluor Group for the 2001 Period under this
Section 2.01 is $2 million less than the Federal Income Tax the New Fluor Group
would have incurred for the period November 1 through November 30, 2000 if it
had not been included in the Applicable Consolidated Return; (6) in the
subsequent two Tax Periods of the Parent Group (ending October 31 in the years
2002 and 2003), the Parent Group generates an additional $8 Million of minimum
tax credits available for carryover to subsequent Tax Periods, thereby resulting
in an aggregate minimum tax credit of $50 Million available for carryover to Tax
Periods ending after October 31, 2003; (7) in the 3 subsequent Tax Periods of
the Parent Group (ending October 31 in the years 2004, 2005 and 2006), the
Parent Group uses $50 Million of minimum tax credits to reduce its Federal
Income Tax liability in such Tax Periods and does not generate any further
minimum tax credits in such Tax Periods which are available for carryover to Tax
Periods after the Tax Period ending October 31, 2006; and (8) in the Tax Period
ending October 31, 2007 (the "2007 Period"), the Parent Group incurs a Federal
Income Tax liability of $2 Million which it would not have incurred if it had
use of the Displaced Credits. Under the circumstances described in the preceding
sentence, the New Fluor Group Tax Savings amount is $2 Million, the 2007 Period
is a Credit Deficiency Year, and, upon receipt of the Parent Group's written
demand on or after the due date (without extension) for the Parent Group's
Federal Income Tax Return for the 2007 Period, New Fluor shall be obligated to
pay $2 Million to Parent within 20 business days following New Fluor's receipt
of such written demand. This paragraph shall also apply, and New Fluor shall
have identical rights and Parent shall have identical obligations, inclusive of
rights

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and obligations comparable to those provided under Section 2.01(b)(iv), in the
event that, as a result of the inclusion of members of the New Fluor Group and
members of the Parent Group in a consolidated Federal Income Tax Return, the
carryover credits otherwise generated by the New Fluor Group and available as a
carryover are reduced and the Parent Group realizes a reduction in its Federal
Income Tax liability for the applicable Tax Period on such consolidated Federal
Income Tax Return.

     (iv) Further Provisions Regarding Compensation for Lost Tax Credits.

     (A) This subparagraph (iv)(A) applies if (1), as a result of the inclusion
of the New Fluor Group in an Applicable Consolidated Return, (x) the amount of
Federal Income Tax credits that are available to the New Fluor Group as a
carryover to Tax Periods following the Applicable Tax Period exceeds (y) the
amount of such credits that would have been available to the New Fluor Group as
a carryover to such subsequent Tax Periods had it not been included in the
Applicable Consolidated Return (the excess of the amount described in the
foregoing clause (x) over the amount described in the foregoing clause (y) is
referred to herein as the "Excess Credits"), and (2) in a subsequent Tax year
(an "Excess Credit Recovery Year") the Federal Income Tax liability incurred by
the New Fluor Group is reduced as a result of its use of all or any portion of
such Excess Credits, provided, however, for such purposes such Excess Credits
shall not be deemed to have been used until all other Federal Income Tax credits
available to the New Fluor Group in such Excess Credit Recovery Year have been
used (the amount of any such Federal Tax reduction is referred to herein as an
"Excess Credit Reduction").  Effective as of the due date (determined without
regard to extensions) for the New Fluor Group's Federal Income Tax Return for
such Excess Credit Recovery Year, the amount of such Excess Credit Reduction
shall be added to the then remaining New Fluor Group Tax Savings (as previously
adjusted under this Section 2.01(b)(iv), if applicable), with such adjusted New
Fluor Group Tax Savings to be the limitation on New Fluor Group's payment
obligations under Section 2.01(b)(iii).  Promptly after filing such Federal
Income Tax Return, New Fluor shall notify Parent of the amount added to the New
Fluor Group Tax Savings, and shall provide to Parent New Fluor's computation
thereof (in reasonable detail) and such other information reasonably necessary
to allow Parent to verify such amount.

     (B) This subparagraph (iv)(B) applies if (1) as a result of the inclusion
of the New Fluor Group in an Applicable Consolidated Return, (x) the amount of
Federal Income Tax credits that are available to the New Fluor Group as a
carryover to Tax Periods following the Applicable Tax Period is less than (y)
the amount of such credits that would have been available to the New Fluor Group
as a carryover to such subsequent Tax Periods had it not been included in the
Applicable Consolidated Return (the excess of the amount described in the
foregoing clause (y) over the amount described in the foregoing clause (x) is
referred to herein as the "Displaced NFG Tax Credits"), and (2) in a subsequent
Tax year (an "NFG Tax Credit Deficiency Year") (x) the Federal Income Tax
liability incurred by the New Fluor Group exceeds (y) the amount of such Tax
liability that the New Fluor Group would have incurred if it had available to it
as a carryover all or any portion of the Displaced NFG Tax Credits, with such
availability to be determined after giving effect to any limitation on the use
of alternative minimum tax foreign tax credits, including without limitation the
number of Tax Periods to which the Displaced NFG Tax Credits could have been
carried under applicable Federal Income Tax Law (the excess of the amount
described in the foregoing clause (x) over the amount

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described in the foregoing clause (y) is referred to herein as the "NFG
Additional Tax Amount"). Effective as of the due date (determined without regard
to extensions) for the New Fluor Group's Federal Income Tax Return for such NFG
Tax Credit Deficiency Year, the amount of the then remaining New Fluor Group Tax
Savings (as previously adjusted under this Section 2.01(b)(iv), if applicable)
shall be reduced by such NFG Additional Tax Amount, with such adjusted New Fluor
Group Tax Savings to be the limitation on New Fluor Group's payment obligations
under Section 2.01(b)(iii). Promptly after filing such Federal Income Tax
Return, New Fluor shall notify Parent of the amount subtracted from the New
Fluor Group Tax Savings, and shall provide to Parent New Fluor's computation
thereof (in reasonable detail) and such other information reasonably necessary
to allow Parent to verify such amount.

     (C) This subparagraph (iv)(C) applies with respect to any period during
which (1) the New Fluor Group Tax Savings, as adjusted under this Section
2.01(b)(iv), exceeds $3,500,000, and (2) New Fluor does not have an investment
grade credit rating as determined by either Moody's Investors Services, Inc.
("Moody's") or Standard & Poor's Ratings Services, a division of McGraw-Hill
Company ("S&P"), or any successor to either of them.  For this purpose,
investment grade means a rating of Baa-2 or higher by Moody's and BBB or higher
by S&P.  Within 20 business days after the first day as of which both conditions
described in the foregoing clauses (1) and (2) are satisfied, New Fluor, unless
affirmatively waived by Parent, shall secure its obligation to make payments to
Parent pursuant to the provisions of Section 2.01(b)(iii) through a letter of
credit in favor of Parent issued by a bank or other financial institution having
reported assets of at least $10 billion and approved by Parent, with such letter
of credit to have a face amount equal to 100% of the New Fluor Group Tax
Savings, provided, however, such face amount shall be reduced to the extent that
the amount of the remaining balance of the New Fluor Group Tax Savings is
reduced by reason of payments pursuant to Section 2.01(b)(iii) or reduction
adjustments under Section 2.01(b)(iv)(B), and such face amount shall be
increased to the extent the New Fluor Group Tax Savings is increased under
Section 2.01(b)(iv)(A).  Such letter of credit shall remain in effect or be
renewed by New Fluor until the earlier of (x) the date as of which the remaining
balance of the New Fluor Group Tax Savings is less than $3,500,000 or (y) the
effective date as of which New Fluor regains an investment grade credit rating,
at which time such letter of credit shall no longer be required and may be
revoked, subject to reinstatement or replacement if and when the two conditions
described in the first sentence of this paragraph again exist.

     (D) The parties agree and acknowledge that the provisions of Section
2.01(b)(iii) and this Section 2.01(b)(iv) shall be applied after giving effect
to any adjustments resulting from any Adjustment Requests or Audit Adjustments.

     2.02  Allocation of State Income Taxes and Foreign Income Taxes.  Except as
provided in Section 2.04 and subject to Section 3, State Income Taxes and
Foreign Income Taxes shall be allocated as follow:

     (a) Separate Company Taxes.  In the case of any State Income Tax or Foreign
Income Tax which is a Separate Company Tax, the Parent Group and the New Fluor
Group shall be allocated and liable for such Tax imposed on any member or
members of their respective Groups, but only for such periods as such membership
existed.  For such purposes, the parties agree that New Fluor shall be allocated
and liable for all State Income Taxes and Foreign Income

                                       11
<PAGE>

Taxes of Parent with respect to all Tax Periods (or portions thereof) through
the Distribution Date, provided further, however, for such purposes any Tax
Period of Parent that includes but does not end on the Distribution Date shall
be treated as ending on the Distribution Date, with New Fluor to be allocated
and liable for only the State Income Tax liability or Foreign Income Tax
liability (as applicable) with respect to the Tax Items apportioned to the
portion of such Tax Period through the Distribution Date in accordance with the
principles of Section 3. All such Separate Company Taxes shall be paid by the
party to whom they are allocated hereunder in accordance with the provisions of
Section 5.

     (b) Consolidated or Combined Taxes.  In the case of any State Income Tax or
Foreign Income Tax which is a Consolidated or Combined Tax, the liability of the
parties with respect to such Tax for any Tax Period shall be computed and
allocated as follows:

     (i) Allocation of Tax. For any relevant taxable year beginning after
October 31, 2000, (1) the Consolidated or Combined State Income Tax or Foreign
Income Tax (whichever may be applicable) for the entire taxable year shall be
computed by excluding the New Fluor Group (the "State/Foreign Without Amount")
and (2) the Consolidated or Combined State Income Tax or Foreign Income Tax
(whichever may be applicable) for the entire taxable year shall be computed by
including the New Fluor Group (but only for the portion of such taxable year
during which the New Fluor Group is included in the Consolidated or Combined Tax
Return) but (A) without taking into account losses or other deductions or
credits of the Parent Group not used in calculating the State/Foreign Without
Amount and (B) taking into account losses or other deductions or credits of the
New Fluor Group which are not used in the Consolidated or Combined Tax Return as
a result of the use on such Return of losses, deductions or credits of the
Parent Group not used in calculating the Without Amount, whether any such
losses, deductions or credits of the New Fluor Group or the Parent Group arise
in such taxable year or are carried forward or back from another taxable year
(the "State/Foreign With Amount"). The Parent Group shall be allocated and
liable for the State/Foreign Without Amount. New Fluor shall be allocated and
liable for the excess, if any, of the State/Foreign With Amount over the
State/Foreign Without Amount.  If the State/Foreign With Amount exceeds the
State/Foreign Without Amount, New Fluor shall pay the excess amount to Parent in
accordance with the provisions of Section 5. If the State/Foreign With Amount is
less than the State/Foreign Without Amount, Parent shall pay the amount of the
difference to New Fluor in accordance with the provisions of Section 5. For the
taxable year ending on October 31, 2000 (if relevant), the preceding provisions
of this Section 2.02(b)(i) shall be applied by substituting "Parent" and "Parent
Group" for "New Fluor" and "New Fluor Group" and vice versa. Notwithstanding the
foregoing, with respect to any Tax Period ending after October 31, 2000 and on
or before October 31, 2001, (i) the amount of Consolidated or Combined State
Income Tax or Foreign Income Tax allocated to, and payable by, the Parent Group
shall be zero in the case of any jurisdiction where no member of the Massey
Group would be subject to State Income Tax or Foreign Income Tax, as applicable,
but for (A) affiliation with one or more members of the New Fluor Group prior to
the Distribution, or (B) affiliation with Parent following the Distribution,
provided, however, this clause (B) shall not apply if and to the extent that
such State Income Tax or Foreign Income Tax is attributable to operations or
activities in which Parent engages following the Distribution, and (ii) the
amount of Consolidated or Combined State Income Tax or Foreign Income Tax
allocated to, and payable by, the New Fluor Group shall be zero in the case of
any jurisdiction where no member of the New Fluor Group would be subject to
State

                                       12
<PAGE>

Income Tax or Foreign Income Tax, as applicable, but for affiliation with one or
more members of the Massey Group prior to the Distribution..

     (ii) Allocation of Combined or Consolidated State Income Tax and Foreign
Income Tax Adjustments. If there is any Audit Adjustment to any Tax Item for any
relevant Tax Period beginning after October 31, 2000, the State/Foreign With
Amount and the State/Foreign Without Amount shall be recalculated, in accordance
with the principles of Section 2.02(b)(i), to reflect such Audit Adjustment.
With respect to each such recalculation, New Fluor shall be allocated and liable
for, and shall pay to Parent in accordance with the provisions of Section 5, the
amount described in whichever one of the following three clauses is applicable:
(1) the amount by which the excess of the State/Foreign With Amount over the
State/Foreign Without Amount as recalculated is greater than such excess as
previously (and most recently) calculated under this Section 2.02(b), (2) the
amount by which the excess of the State/Foreign Without Amount over the
State/Foreign With Amount as recalculated is less than such excess as previously
(and most recently) calculated or (3) the sum of the excess of the State/Foreign
With Amount over the State/Foreign Without Amount as recalculated plus the
excess of the State/Foreign Without Amount over the State/Foreign With Amount as
previously (and most recently) calculated.  With respect to each such
recalculation, Parent shall be allocated and liable for, and shall pay to New
Fluor in accordance with the provisions of Section 5, the amount described in
whichever one of the following three clauses is applicable:  (1) the amount by
which the excess of the State/Foreign With Amount over the State/Foreign Without
Amount as recalculated is less than such excess as previously (and most
recently) calculated under this Section 2.02(b), (2) the amount by which the
excess of the State/Foreign Without Amount over the State/Foreign With Amount as
recalculated is greater than such excess as previously (and most recently)
calculated, or (3) the sum of the excess of the State/Foreign Without Amount
over the State/Foreign With Amount as recalculated plus the excess of the
State/Foreign With Amount over the State/Foreign Without Amount as previously
(and most recently) calculated.  The parties agree and understand that their
respective obligations to make payments hereunder resulting from Audit
Adjustments shall apply in circumstances wherein there is no additional net Tax
liability payable to a Tax Authority attributable to the adjustment of one or
more Tax Items on the applicable Tax Return but the Audit Adjustments result in
changes to the State/Foreign With Amount and/or State/Foreign Without Amount as
recalculated to reflect such Audit Adjustments.  In the case of any relevant Tax
Period ending on October 31, 2000 (if relevant), the preceding provisions of
this Section 2.02(b)(ii) shall be applied by substituting "Parent" for "New
Fluor" and vice versa. Notwithstanding the foregoing, with respect to any Tax
Period ending after October 31, 2000 and on or before October 31, 2001, (i) the
amount of Consolidated or Combined State Income Tax or Foreign Income Tax
allocated to, and payable by, the Parent Group shall be zero in the case of any
jurisdiction where no member of the Massey Group would be subject to State
Income Tax or Foreign Income Tax, as applicable, but for (A) affiliation with
one or more members of the New Fluor Group prior to the Distribution, or (B)
affiliation with Parent following the Distribution, provided, however, this
clause (B) shall not apply if and to the extent that such State Income Tax or
Foreign Income Tax is attributable to operations or activities in which Parent
engages following the Distribution, and (ii) the amount of Consolidated or
Combined State Income Tax or Foreign Income Tax allocated to, and payable by,
the New Fluor Group shall be zero in the case of any jurisdiction where no
member of the New Fluor Group would be subject to State Income Tax or Foreign
Income Tax, as applicable, but for affiliation with one or more members of the
Massey Group prior to the Distribution.

                                       13
<PAGE>

     2.03  Allocation of Other Taxes.  Except as provided in Section 2.04, all
Taxes other than those allocated pursuant to Sections 2.01 and 2.02, (herein
"Other Taxes") shall be allocated to the legal entity on which the legal
incidence of the Other Tax is imposed.  For such purposes, the parties agree
that New Fluor shall be allocated and liable for all such Other Taxes imposed on
Parent with respect to all Tax Periods (or portions thereof) through the
Distribution Date, provided further, however, for such purposes any Tax Period
of Parent that includes but does not end on the Distribution Date shall be
treated as ending on the Distribution Date, with New Fluor to be allocated and
liable for only (1) the Other Tax liability with respect to the Tax Items
apportioned to the portion of such Period through the Distribution Date in
accordance with the principles of Section 3, and (2) the Other Tax liability
with respect to Tax Items apportioned to the portion of the Period after the
Distribution Date to the extent that such Other Tax liability would not have
been incurred absent the activities or existence of Parent during such portion
of the Period through the Distribution Date.  As between the parties to this
Agreement, New Fluor shall be allocated and liable for all Other Taxes imposed
on any member of the New Fluor Group and, except as expressly provided otherwise
in the immediately preceding sentence with respect to Other Taxes imposed on
Parent with respect to portions of a Tax Period through the Distribution Date,
Parent shall be allocated and liable for all Other Taxes imposed on any member
of the Parent Group.  The Companies believe that there is no Other Tax not
allocated pursuant to this Section 2.03 which is legally imposed on more than
one legal entity (e.g., joint and several liability); provided, however, if
there is any such Other Tax, it shall be allocated in accordance with past
practices as reasonably determined by the affected Companies, or in the absence
of such practices, in accordance with any allocation method agreed upon by the
affected Companies, it being agreed that "with and without" principles
comparable to those described in Sections 2.01 and 2.02 will be applied unless
to do so would be clearly inequitable.  All such Other Taxes shall be paid by
the party to whom they are allocated hereunder in accordance with the provisions
of Section 5.

     2.04  Transaction Taxes and Certain Other Taxes.

     (a) General Allocations of Tax Liabilities.

     (i) Except as otherwise provided in this Section 2.04, New Fluor shall be
liable for and obligated hereunder to pay 60%, and Parent shall be liable for
and obligated hereunder to pay 40%,  of any liability for Taxes imposed on any
member of the Parent Group or the New Fluor group as a result of or with respect
to any of the Transactions, including, without limitation, any Tax resulting
from any income or gain recognized as a result of any of the Transactions, but
excluding any Tax resulting from any income or gain recognized under Treasury
Regulation Sections 1.1502-13 or 1.1502-19 (or any corresponding provisions of
other applicable Tax Laws) as a result of, but not generated by, the
Transactions.

     (ii) Except to the extent provided otherwise under Sections 2.04(b) and
2.04(d), if, pursuant to applicable Federal Income Tax Laws or State Income Tax
Laws, the Distribution does not qualify for tax-free treatment under Code
Section 355 and/or comparable State Income Tax Laws and as a result the
Distribution is treated for Income Tax purposes as a taxable transaction with
respect to which Parent is required to recognize taxable income, the resulting
Tax liability shall be allocated 40% to Parent and 60% to New Fluor.

                                       14
<PAGE>

         (iii)  Notwithstanding the provisions of Section 2.04(a)(i), New Fluor
shall be liable for and obligated hereunder to pay 100% of any sales, use, gross
receipts or other transfer Taxes imposed on or with respect to any transfers
occurring pursuant to the Transactions.

         (iv) Notwithstanding the provisions of Section 2.04(a)(i), there shall
be allocated to New Fluor, and New Fluor shall be liable to the Parent Group
for, any Other State Taxes (as defined herein) that otherwise would be allocable
under Sections 2.02 and/or 2.03 of this Agreement to the Parent Group (including
Other State Taxes arising in Tax Periods beginning after the Distribution Date)
to the extent that the aggregate amount of such Other State Taxes exceeds the
aggregate amount of such Other State Taxes that members of the Massey Group
would have incurred if the Transactions had not occurred (such excess, the
"Incremental Taxes"), provided, however, that (i) the liability of New Fluor
under this Section 2.04(a)(iv) shall be limited to the first $1 Million of
Incremental Taxes plus 50% of the next $2 Million of Incremental Taxes, for a
total potential liability of $2 Million of Incremental Taxes, and (ii) New Fluor
shall not be liable under this Section 2.04(a)(iv) for Incremental Taxes
attributable to or imposed as a result of operations or activities in which
Parent engages following the Distribution. As used herein the term "Other State
Taxes" shall mean State Taxes other than any Sate Taxes the allocation and
liability for which is determined pursuant to the provisions of Section
2.04(a)(ii), Section 2.04(a)(iii), Section 2.04(b), Section 2.04(c) or Section
2.04(d). The parties intend and agree that the provisions of this Section
2.04(a)(iv) shall govern their respective liabilities for Incremental Taxes and
that the provisions of Section 2.04(a)(i) shall not apply to such Incremental
Taxes.

     (b)  Certain Other Allocations.

         (i) New Fluor shall be allocated, and shall be solely liable and
obligated hereunder to pay, any liability for any Restructuring Tax to the
extent that such liability arises from: (A) any breach of New Fluor's covenants
under Section 11 or under the Distribution Agreement, or (B) the material
inaccuracy of factual statements or representations made with respect to members
of the New Fluor Group in the Ruling Request, but only to the extent that (1)
such inaccuracy arises from facts in existence prior to the Distribution Date
and (2) Parent has actual knowledge of such inaccuracy as of the Distribution
Date.

         (ii) Parent shall be allocated, and shall be solely liable and
obligated hereunder to pay, any liability for any Restructuring Tax to the
extent that such liability arises from: (A) any breach of Parent's covenants
under Section 11 or under the Distribution Agreement; or (B) the material
inaccuracy of factual statements or representations made with respect to members
of the Massey Group in the Ruling Request, but only to the extent that (1) such
inaccuracy arises from facts in existence prior to the Distribution Date and (2)
A.T. Massey has actual knowledge of such inaccuracy as of the Distribution Date.

     (c) Tax Liability in Connection with Appalachian Synfuel, LLC.  Parent
shall be allocated and shall be solely liable hereunder for all Taxes which
arise in connection with, or as a result of (i) the transfer (by sale, dividend
or otherwise) by Fluor Enterprises, Inc., a member of the New Fluor Group
("FEI"), of all or part of its ownership interest in Appalachian Synfuel, LLC to
Parent or a member or members of the Parent Group or to an entity in which
Parent or a

                                       15
<PAGE>

member or members of the Parent Group have an equity interest, as directed by
Parent or (ii) a liquidation or redemption of FEI's interest in Appalachian
Synfuel, LLC. Such Taxes shall include, without limitation, Taxes resulting from
FEI's deferred intercompany gain which arises in connection with such transfer,
liquidation or redemption. For purposes of implementing the foregoing provisions
of this Section 11(c), the parties agree that the gain or income to which such
Taxes are attributable shall be treated as the gain or income of the Parent
Group (and not of the New Fluor Group) for purposes of calculating the Federal
With and Without Amounts and the State/Foreign With and Without Amounts under
Section 2.01(b)(i) and Section 2.02(b)(i), respectively.

         (d) Allocation of Tax Incurred Pursuant to Code Section 355(e). If
Parent incurs a Restructuring Tax liability as a result of the application of
the provisions of Code Section 355(e) and/or a comparable State Income Tax Law
(or comparable provisions of successor Federal or State Income Tax Laws), Parent
shall be allocated and solely liable hereunder to pay 100% of such Restructuring
Tax liability if it is incurred because of a plan (or series of related
transactions) pursuant to which one or more persons acquire, directly or
indirectly, stock or assets representing a 50% or greater interest (within the
meaning of Code Section 355(e) or such comparable or successor Tax Laws) in
Parent. New Fluor shall be allocated and solely liable hereunder to pay 100% of
such Restructuring Tax liability if it is incurred because of a plan (or series
of related transactions) pursuant to which one or more persons acquire, directly
or indirectly, stock or assets representing a 50% or greater interest (within
the meaning of Code Section 355(e) or such comparable or successor Tax Laws) in
New Fluor. For purposes of this Section 2.04(d), the value of any Tax Benefits
used or lost by reason of Parent's recognition of gain under Code Section 355(e)
or such comparable or successor Tax Laws will be treated as a Restructuring Tax
liability.

         (e) Payment.  All Tax liabilities allocated pursuant to the foregoing
provisions of this Section 2.04 shall be paid by the party to whom they are
allocated in accordance with the provisions of Section 5.

     Section 3.  Proration of Taxes for Straddle Periods.  In the case of any
Straddle Period for which a Consolidated or Combined Tax Return is filed (a
"Straddle Period Consolidated or Combined Tax Return"), Tax Items of the members
of the Group which are included for only a portion of the Straddle Period (the
"Short Period Group") shall be apportioned between (i) the portion of such
Straddle Period during which such Short Period Group members are so included and
(ii) the portion of such Straddle Period during which such Short Period Group
members are not so included.  This apportionment shall be in accordance with the
principles of Treasury Regulation Section 1.1502-76(b) as reasonably interpreted
and applied by the Companies.  In the case of any Federal or State Income Tax
Return which is a Straddle Period Consolidated or Combined Tax Return as to
which the New Fluor Group is the Short Period Group, if so requested by New
Fluor, Parent (and to the extent required, other members of the Parent Group)
shall make or, if applicable, join with any necessary or appropriate members of
the New Fluor Group in making, an election under Treasury Regulation Section
1.1502-76(b)(2)(ii)(D), or comparable State Tax Law, to have the Tax Items
(other than extraordinary items) of the New Fluor Group ratably allocated.  If
the Distribution date is not an Accounting Cutoff Date, the provisions of
Treasury Regulations Section 1.1502-76(b)(2)(iii) and comparable State Tax Law

                                       16
<PAGE>

shall be applied to ratably allocate the items (other than extraordinary items)
for the month which includes the Distribution Date.

     Section 4.  Preparation and Filing of Tax Returns.

     4.01  General.  Except as otherwise provided in this Section 4, Tax Returns
shall be prepared and filed when due (including extensions) by the person
obligated to file such Tax Returns under the Code or applicable Tax Law.  Each
Company shall assist and cooperate (and shall cause its Affiliates to do
likewise) with the other Company in accordance with Section 7 with respect to
the preparation and filing of Tax Returns, including providing information
required to be provided in Section 7. Except as otherwise provided herein,
neither Company shall amend a Tax Return for which the other Company has
responsibility pursuant to this Section 4 unless written consent (which shall
not be unreasonably withheld) to such amended return is secured from the other
Company before the amended return is filed.

     4.02  New Fluor's Responsibility.  New Fluor has the exclusive obligation
and right to prepare and file the following Tax Returns (including original and
amended returns and refund claims) or to cause such Tax Returns to be prepared
and filed:

         (a)  Consolidated or Combined Tax Returns for all Tax Periods ending on
or before October 31, 2000;

         (b)  Separate Company Tax Returns for any member or members of the New
Fluor Group; and

         (c) All Tax Returns, for periods ending on or after October 31, 2000,
for Massey Coal Company, a Delaware limited partnership that will be wholly-
owned by members of the New Fluor Group following the Distribution.

     In preparing any such Consolidated or Combined Tax Returns described in
Section 4.02(a), New Fluor shall accept the pro forma Tax returns, Tax
workpapers and other Tax Item positions and calculations that pertain
exclusively to the Massey Group as prepared and furnished to New Fluor by A.T.
Massey or (after the Distribution Date) by Parent, provided that such materials
are prepared in accordance with the requirements of Sections 4.04 and 4.05, and
provided further, that New Fluor shall not be obligated to report any Tax Item
as proposed by A.T. Massey or Parent (whichever is applicable) if New Fluor
believes in good faith that there is no reasonable basis for the tax treatment
of such Tax Item as proposed by A.T. Massey or by Parent (whichever is
applicable), provided, however, if such Tax Item relates to a tax shelter as
defined in section 6662(d)(2)(C) of the Code, New Fluor shall not be obligated
to report such Tax Item as proposed by A.T. Massey or Parent (whichever is
applicable) if New Fluor reasonably concludes that it is more likely than not
that the tax treatment of such Tax Item as proposed by A.T. Massey or Parent
(whichever is applicable) does not comply with applicable Tax Laws.

     4.03  Parent's Responsibility. Parent has the exclusive obligation and
right to  prepare and file the following Tax Returns (including original and
amended returns and refund claims) or to cause such Tax Returns to be prepared
and filed:

                                       17
<PAGE>

     (a) Consolidated or Combined Tax Returns for all Tax Periods beginning on
or after November 1, 2000; and

     (b) Separate Company Tax Returns for any member or members of the Parent
Group.

     In preparing any such Consolidated or Combined Tax Returns described in
Section 4.03(a), Parent shall accept the pro forma Tax Returns, Tax workpapers
and other Tax Item positions and calculations that pertain exclusively to the
New Fluor Group as prepared and furnished to Parent by New Fluor, provided that
such materials are prepared in accordance with the requirements of Sections 4.04
and 4.05, and provided further, that Parent shall not be obligated to report any
Tax Item as proposed by New Fluor if Parent believes in good faith that there is
no reasonable basis for the tax treatment of such Tax Item as proposed by New
Fluor, provided, however, if such Tax Item relates to a tax shelter as defined
in section 6662(d)(2)(C) of the Code, Parent shall not be obligated to report
such Tax Item as proposed by New Fluor if Parent reasonably concludes that it is
more likely than not that the tax treatment of such Tax Item as proposed by New
Fluor  does not comply with applicable Tax Laws.

     4.04  Tax Accounting Practices and Tax Elections.

     (a) General Rule.  Except as otherwise provided in this Section 4.04,
Consolidated or Combined Tax Returns shall be prepared in accordance with past
Tax accounting practices used and past Tax elections made with respect to such
Tax Returns (unless such past practices or elections are no longer permissible
under the Code or other applicable Tax Law) and, to the extent any items are not
covered by past practices or elections (or, in the event such past practices or
elections are no longer permissible under the Code or other applicable Tax Law),
in accordance with reasonable Tax accounting practices and elections selected by
(i) New Fluor, to the extent such election applies solely to members of the New
Fluor Group, (ii) Parent, to the extent such election applies solely to members
of the Parent Group, or (iii) in the case of any election not described in the
foregoing clause (i) or clause (ii), the agreement of Parent and New Fluor (or
pursuant to Section 15 if no such agreement is reached).  Without limitation on
the foregoing, the parties agree that, for purposes of the consolidated Federal
Income Tax Return to be filed by Parent for the Tax Period ending October 31,
2001 (A) Parent shall, at the request of New Fluor, make any election that does
not adversely affect to a material degree any member of the Parent Group (as
determined by Parent), and (B) Parent shall be entitled to make any other
election that does not adversely affect to a material degree any member of the
New Fluor Group (as determined by New Fluor).

     (b) Reporting Transaction Tax Items.  The Tax treatment reported on Tax
Returns of Tax Items relating to the Transactions shall be consistent with the
treatment of such items in the Ruling (or, if no Ruling is issued, consistent
with the tax opinion letter issued by Ernst & Young LLP with respect to the
Transactions), unless such treatment is not permissible under the Code.  To the
extent there is a Tax Item relating to the Transactions which is not covered by
the IRS Ruling (or, if no such Ruling is issued, by the Ernst & Young LLP tax
opinion letter), the Companies shall agree on the Tax treatment of any such Tax
Item reported on any Tax Return.  For this purpose, the Tax treatment of such
Tax Items on a Tax Return shall be determined by the Responsible Company with
respect to such Tax Return and shall be agreed to

                                       18
<PAGE>

by the other Company unless either (i) there is no reasonable basis for such Tax
treatment, or (ii) such Tax treatment is inconsistent with the Tax treatment
contemplated in the Ruling Request or the Ruling (or, if applicable, the opinion
letter). Such Tax Return shall be submitted for review pursuant to Section
4.06(a), and any dispute regarding such proper Tax treatment shall be referred
for resolution pursuant to Section 15 sufficiently in advance of the filing date
of such Tax Return (including extensions) to permit the timely filing of the Tax
Return.

     4.05  Consolidated or Combined Tax Returns.  Neither Company shall elect or
join, and shall cause their respective Affiliates not to elect or join, in
filing consolidated, unitary, combined, or other similar joint Tax Returns with
any member of the other Group, except to the extent that the filing of such Tax
Returns is consistent with past reporting practices or, in the absence of
applicable past practices, is required by Tax Law; provided, however, that the
Companies shall (to the extent permitted by Law) elect or join, or cause their
respective Affiliates to elect or join, in filing consolidated, combined or
unitary Tax Returns in Virginia, West Virginia, and Kentucky if and to the
extent necessary to permit members of the Massey Group who previously have filed
consolidated or unitary returns in such states to continue to do so, provided
further, however, that the Parent Group shall pay to the New Fluor Group, and
shall indemnify and hold the New Fluor Group harmless form, any Tax liability or
other cost incurred by any member of the New Fluor Group as a result of joining
in any such consolidated, combined or unitary Tax Returns.

     4.06  Right to Review Tax Returns.

     (a) General.  In the case of any Tax Return which relates to any extent to
(i) Taxes for which the Other Company may be liable in whole or in part or (ii)
a Tax Benefit to which the Other Company may be entitled in whole or in part,
the Responsible Company shall, at least 30 days prior to the filing of any such
Tax Return, make such Tax Return and related work papers available for review by
the Other Company. The Other Company shall be entitled to provide written
comments to the Responsible Company with respect to any items covered by any
such Tax Return which the Other Company determines are not being properly
reported in whole or in part and/or are not being reported in a manner
consistent with the provisions of this Agreement, and, in any such case, the
Companies shall attempt in good faith to resolve any disagreement with respect
to any such items prior to the filing of such Tax Return.  If the parties are
not able to reach an agreement with respect to any such item prior to the filing
of such Tax Return, such dispute shall be subject to the provisions of Section
15, provided, however, that the Responsible Company shall be entitled to file
such Tax Return reflecting such item as reasonably determined by the Responsible
Company, provided further, however, such determination must be consistent with
the provisions of this Agreement, and if, following the filing of such Tax
Return, the Accounting Firm shall determine that the item in dispute was not
reflected in such Tax Return in a manner consistent with applicable Tax Law and
the provisions of this Agreement, the Responsible Company shall be obligated,
unless agreed otherwise by the Other Company in writing, to file an amended Tax
Return reflecting the items as determined by the Accounting Firm.

     (b) Execution of Returns Prepared by Other Party.  In the case of any Tax
Return which is required to be prepared and filed by one Company under this
Agreement and which is required by law to be signed by another Company or a
member of such Other

                                       19
<PAGE>

Company's Group (or by an authorized representative thereof), the Company (or
such member) which is legally required to sign such Tax Return shall not be
required under this Agreement to sign such Tax Return if, with respect to any
material Tax Item, such Company believes in good faith that there is no
reasonable basis for the tax treatment of such Tax Item as proposed to be
reported on the Tax Return.

     4.07  Section 732(f) Elections.  The parties agree and acknowledge that as
of October 31, 2000, all of the stock of A.T. Massey is to be  distributed by
Fluor Management Company, a Delaware general partnership ("FMC"), to Allegheny
Coal Corporation, a Delaware corporation ("Allegheny") and St. Joe Carbon Fuels
Corporation, a Delaware corporation ("SJCF"), each of which will be a member of
the New Fluor Group and a partner of FMC at the time of such distribution of the
A.T. Massey stock.  The parties further agree that New Fluor and Parent shall
make and take, and each of them shall cause their respective Affiliates to make
and take, such elections and actions as may be reasonably necessary to cause the
provisions of Section 732(f) of the Code (and any corresponding provision of
state Tax Law) to be inapplicable with respect to or as a result of such
distribution of the A.T. Massey stock.  Without limitation on the foregoing, the
parties agree as follows:

     (a) On the consolidated Federal Income Tax Return of Parent for the Tax
year ending October 31, 2000, Parent and, to the extent required by applicable
Tax Law, Allegheny and SJCF or their successors in interest, shall make an
election to have the transitional rule of Section 538(b)(2) of Public Law 106-
170 apply to FMC's distribution of the A.T. Massey stock (such election, a
"Section 732(f) Election"); and

     (b) Parent and, to the extent required by applicable Tax Law, Allegheny and
SJCF or their successors in interest, also shall make a Section 732(f) Election
on the consolidated Federal Income Tax Return filed by Parent for the Tax year
ending October 31, 2001.

     4.08  Section 382 Items.  At the request of New Fluor, Parent shall make
(or, to the extent applicable, join with members of the New Fluor Group in
making) an election, under Treasury Regulation Section 1.1502-95(c)(1) and any
comparable State Tax Law, to apportion to New Fluor, or to such subsidiary or
subsidiaries of New Fluor as New Fluor may direct, the consolidated section 382
limitation (or subgroup section 382 limitation) and net unrealized built-in gain
(or subgroup net unrealized built-in gain) as of the Distribution Date for the
consolidated Federal Income Tax Return group which has Parent as its common
parent, but only to the extent any such limitation and built-in gain resulted
from an "ownership change" (within the meaning of Code Section 382) of one or
more members of the New Fluor Group (including any predecessor of such a
member).  New Fluor shall furnish, or cause to be furnished, to Parent such
information as is required by Parent for purposes of making this election.

                                       20
<PAGE>

     Section 5.  Tax Liability Payments and Tax Benefit Payments.

     5.01  Payment of Taxes With Respect to Consolidated or Combined Tax Returns
Filed After the Distribution Date.  In the case of any Consolidated or Combined
Tax Returns for which the due date (including extensions) is after the
Distribution Date:

     (a) Computation and Payment of Tax Due.  Subject to the provisions of
Section 4.06, at least three business days prior to any Payment Date pertaining
to such a Tax Return the Responsible Company shall compute the amount of Tax
required to be paid on such Payment Date to the applicable Tax Authority with
respect to such Tax Return (whether for estimated Tax, a request for an
extension of the time to file or the original Tax Return for the Tax Period) and
shall notify the Other Company of its allocable share of such Tax as determined
in accordance with the provisions of this Agreement, including, without
limitation, the provisions of Sections 4.04 and 4.05.  On or before such Payment
Date, the Responsible Company shall pay such Tax to the applicable Tax Authority
(whether or not it has theretofore received, pursuant to Section 5.01(b),
payment from the Other Company of its allocable share of such Tax payment).

     (b)  Payments With Respect to Allocations of Tax Liabilities.  Within five
business days following the applicable Payment Date, the Other Company shall pay
to the Responsible Company the excess (if any) of (i) the portion of the Tax
liability determined as of such Payment Date with respect to the applicable Tax
Period that is allocable to the Other Company as determined by the Responsible
Company in accordance with the provisions of this Agreement (the "Allocated Tax
Liability"), over (ii) the cumulative net payment with respect to such Tax
Period made prior to such Payment Date by the Other Company (the "Cumulative Tax
Payment").  The Other Company also shall pay to the Responsible Company,
together with the Tax liability payment required hereunder, interest thereon at
the Base Rate calculated from the Payment Date to the date of the Other
Company's payment hereunder to the Responsible Company.  If the Other Company's
Cumulative Tax Payment is in excess of the Other Company's Allocated Tax
Liability for such Tax Period as of such Payment Date (such excess, the "Other
Company Overpayment"), then within 20 business days following each date (herein
the "Overpayment Tax Benefit Date") as of which the Responsible Company receives
any Tax refund and/or is credited with or otherwise receives any Tax reduction
which is attributable to all or any portion of the Other Company Overpayment,
the Responsible Company shall pay to the Other Company the amount of such tax
refund, credit or reduction that is attributable to the Other Company
Overpayment.  If the Responsible Company does not make the foregoing payment
within 3 business days following the Overpayment Tax Benefit Date, then the
Responsible Company also shall pay to the Other Company, together with the
foregoing payment required hereunder, interest thereon calculated at the Base
Rate from the Overpayment Tax Benefit Date to the date of the Responsible
Company's payment hereunder to the Other Company.

     5.02  Payments Resulting From Audit Adjustments.  In the event that, as a
result of an audit or examination by any Tax Authority, there are Audit
Adjustments of one or more Tax Items on a Consolidated or Combined Tax Return,
whether or not such Audit Adjustments result in an additional Consolidated or
Combined Tax liability being imposed, assessed or agreed to with respect to the
Tax Period covered by such Tax Return (a "Tax Underpayment Liability"), the
parties agree that the allocation of each party's share of the liability for
such Consolidated or

                                       21
<PAGE>

Combined Tax liability as so adjusted, including any Tax Underpayment Liability
and the Consolidated or Combined Tax liability as previously (and most recently)
adjusted and allocated (collectively, the "Adjusted Consolidated or Combined Tax
Liability"), shall be redetermined and reallocated in accordance with the
With/Without Allocation Method of Section 2.01 or Section 2.02 and subject to
the provisions of Section 2.04 and Section 3 (whichever of such Sections may be
applicable and to the extent thereof) and giving effect to such Audit
Adjustments. The Company which is the Responsible Company with respect to such
Tax Return (i) shall, if there is a Tax Underpayment Liability, pay such Tax
Underpayment Liability to the applicable Tax Authority on or before the
applicable payment date therefor, and (ii) shall compute and determine the
allocation or reallocation of the Adjusted Consolidated or Combined Tax
Liability as hereinabove provided. As soon as practicable after the earliest of
(1) such payment date, and (2) any other date on which a Tax Underpayment
Liability is paid, the Responsible Company shall give written notice (a "Tax
Liability Reallocation Notice") to the Other Company specifying (v) each
Company's allocable share of the Adjusted Consolidated or Combined Tax
Liability, including all relevant calculations and data required to reasonably
inform the Other Company of the manner in which the Tax liability has been
reallocated, (w) the amount, if any (a "Reallocation Deficit"), which is payable
by New Fluor to Parent, or Parent to New Fluor, in accordance with the
provisions of Section 2.01(b) or Section 2.02(b) and/or subject to the
provisions of Section 2.04 and Section 3 (whichever of such Sections may be
applicable and to the extent thereof), and (x) if applicable, evidence of
payment by the Responsible Company of any Tax Underpayment Liability. Within 20
business days following the date of such Tax Liability Reallocation Notice, New
Fluor shall pay to Parent, or Parent shall pay to New Fluor (whichever may be
applicable), the full amount of the Reallocation Deficit. The Company required
to make such payment (the "First Company") shall, together with its payment of
the Reallocation Deficit amount, pay to the other Company (the "Second Company")
(y) to the extent the Reallocation Deficit involves a shifting or reallocation
of Tax liabilities from that as previously (and most recently) allocated,
interest on such portion of the Reallocation Deficit calculated at the Base Rate
from the due date (determined without regard to extensions) for the Tax Return
to which the Audit Adjustments apply to the date of payment of the payment
required hereunder, and (z) to the extent the Reallocation Deficit involves a
Tax Underpayment Liability paid by the Second Company, interest on such portion
of the Reallocation Deficit calculated at the Base Rate from the date of such
payment of the Tax Underpayment Liability to the date of payment of the payment
required hereunder. By way of illustration (and not limitation) of the foregoing
provisions, if: (1) on the original Consolidated or Combined Tax Return there
was a Consolidated or Combined Tax Liability of $50,000,000 consisting of a
$30,000,000 Federal Without Amount allocated to Parent and a balance of
$20,000,000 allocated to New Fluor; (2) in connection with a Tax audit, the New
Fluor Group has increased income items and/or decreased deduction items of
$1,000,000 which are offset by decreased income items and/or increased deduction
items of the Parent Group in the amount of $1,000,000; and (3) as a result of
giving effect to all of such increases and decreases, the Federal With Amount
remains at $50,000,000, the Federal Without Amount is reduced to $29,650,000 and
the balance of $20,350,000 is allocated to the New Fluor Group, then New Fluor
shall be obligated to pay a Reallocation Deficit to Parent in the amount of
$350,000, plus interest at the Base Rate on $350,000 from the due date
(determined without regard to extensions) of the Tax Return to which the Audit
Adjustments apply to the date of payment of the Reallocation Deficit hereunder.

                                       22
<PAGE>

     5.03  Payment of Separate Company Taxes.  On or before the required payment
date therefore, each Company shall pay, or shall cause to be paid, to the
applicable Tax Authority all Separate Company Taxes which are allocable to and
payable by such Company or a member of such Company's Group in accordance with
the provisions of this Agreement, including any Separate Company Taxes which are
assessed or imposed by a Tax Authority as a result of any audit or examination
of a Separate Company Tax Return.

     5.04  Carrybacks, Carryovers and Audit Adjustment Benefits.

     (a) Carrybacks.  If any member of the New Fluor Group incurs a Carryback
item which may be carried back to (i) a Tax Period ending on or before, or which
includes, the Distribution Date with respect to which a Separate Company Tax
Return was filed by or on behalf of the New Fluor Group or any member thereof,
or (ii) a Tax Period with respect to which a Consolidated or Combined Tax Return
was filed, the New Fluor Group (or such member thereof) shall be entitled, to
the extent permitted or required by Law, to carry back such Carryback item to
the Tax Period covered by such Tax Return.  Such member's right hereunder shall
include, but not be limited to, the filing of a refund claim pursuant to Code
Section 6411, the filing of amended Tax Returns, and the filing of refund claims
based on the applicable Carryback item, in each case to the extent such a filing
is permissible (any such filing, a "Carryback Adjustment Request").  In the
event that any such filing of a Carryback Adjustment Request or other action
with respect to the Carryback item must be filed or taken by Parent to be
effective, Parent shall effect such filing or take such action as reasonably
requested by New Fluor, and Parent shall otherwise cooperate with the New Fluor
Group in seeking from the appropriate Tax Authority any Tax refund or other Tax
Benefit that may reasonably be attributable to the Carryback item.  Tax refunds
or other Tax Benefits resulting from Carrybacks with respect to Separate Company
Returns, and Tax refunds, Tax Benefits and reallocations of Consolidated or
Combined Tax liabilities resulting from Carrybacks to Consolidated or Combined
Tax Returns, shall be paid, credited and/or allocated in accordance with, and
otherwise shall be subject to, the provisions of Section 5.04(d).  The New Fluor
Group (or applicable members thereof) may, at its sole discretion, choose not to
carry back any one or more Carryback items as to which it is entitled hereunder
to file a Carryback Adjustment Request.  Parent and the members of the Parent
Group shall have identical rights, and New Fluor shall have identical
obligations, with respect to Carryback items incurred by Parent or any other
member of the Parent Group which may be carried back to (i) a Tax Period ending
on or before, or which includes, the Distribution Date with respect to which a
Separate Company Tax Return was filed by or on behalf of the Parent Group or any
member thereof, or (ii) a Tax Period covered by a Consolidated or Combined Tax
Return.

     (b) Carryovers.  The New Fluor Group and its members shall be entitled to
the benefit, following the Distribution, of any Carryover item incurred by any
such member in (i) any Tax Period ending on or before, or which includes, the
Distribution Date with respect to which a Separate Company Tax Return was filed
by or on behalf of the New Fluor Group or any member thereof, and (ii) any Tax
Period covered by a Consolidated or Combined Return.  Any such member which
incurred any such Carryover item shall be entitled, to the extent permitted or
required by Law, to obtain the benefit of such Carryover item by filing, if
necessary, amended returns or refund claims based on the applicable Carryover
item with the appropriate Tax Authority (any such filing, a "Carryover
Adjustment Request").  Any Carryover item of Parent

                                       23
<PAGE>

for any Tax Period including the Distribution Date will be treated as incurred
by a member of the New Fluor Group only to the extent such Carryover item is
apportioned hereunder to the portion of such Tax Period through the Distribution
Date. In the event that any such filing of such a Carryover Adjustment Request
or other action must be filed or taken by Parent to be effective, Parent shall
effect such filing or take such action as is reasonably requested by New Fluor,
and Parent shall otherwise cooperate with the New Fluor Group in seeking from
the appropriate Tax Authority any Tax refund or other Tax Benefits that may
reasonably be attributable to the Carryover item. Tax refunds or other Tax
Benefits resulting from Carryovers to Separate Company Returns, and Tax refunds,
Tax Benefits and reallocations of Consolidated or Combined Tax liabilities
resulting from Carryovers to Consolidated or Combined Tax Returns, shall be
paid, credited and/or allocated in accordance with, and shall be otherwise
subject to, the provisions of Section 5.04(d). Parent and the members of the
Parent Group shall have identical rights, and New Fluor shall have identical
obligations, with respect to Carryover items incurred by Parent or any other
member of the Parent Group in (i) any Tax Period ending on or before, or which
includes, the Distribution Date with respect to which a Separate Company Tax
Return was filed by or on behalf of the Parent Group or any member thereof, or
(ii) any Tax Period covered by a Consolidated or Combined Tax Return. The
parties agree that the Tax Benefits attributable to any Carryover items which
Parent has as of the Distribution Date with respect to any Tax Periods (or
portions thereof) through the Distribution Date shall be allocable to New Fluor,
and the provisions of this Section 5.04(b) shall apply to such Carryover items
as if incurred by members of the New Fluor Group.

     (c) Other Audit Adjustment Requests. In the case of Tax Items other than
Carrybacks and Carryovers, in the event that any member of the New Fluor Group
determines that it is entitled to a Tax refund or other Tax Benefit pertaining
to (i) a Tax Period ending on or before, or which includes, the Distribution
Date with respect to which a Separate Company Tax Return was filed by or on
behalf of the New Fluor Group or any member thereof, or (ii) a Tax Period with
respect to which a Consolidated or Combined Tax Return was filed, whether such
determination results from an audit or examination of any such Tax Return by any
Tax Authority or from a determination by the applicable New Fluor Group member
that one or more Tax Items were not properly reported and treated on any such
Tax Return, then the New Fluor Group or the applicable member thereof shall be
entitled, to the extent permitted or required by Law, to obtain the benefit of
such Tax refund or other Tax Benefit by filing amended returns or refund claims
based on the applicable adjusted Tax Items with the appropriate Tax Authority
(any such filing, an "Audit Adjustment Request").  It is intended that the
provisions of this Section 5.04(c) shall apply (but not be limited) to an Audit
Adjustment Request that results from and corresponds to an adjustment made by a
Tax Authority in connection with any such Tax Return.  By way of illustration,
and without limitation, if, as a result of an examination of New Fluor Group's
consolidated Federal income tax return for its 1997 taxable year, the Internal
Revenue Services requires the New Fluor Group to capitalize an item that had
been deducted on such return, the New Fluor Group shall be entitled hereunder to
require the Parent to file an Adjustment Request for the 1998 taxable year (and
later years, if applicable) to obtain a Tax refund or other Tax Benefit
attributable to depreciation or amortization deductions in such years related to
such items capitalized in 1997.  In the event that any such filing of an Audit
Adjustment Request or other action must be filed or taken by Parent to be
effective, Parent shall effect such filing or take such action as is reasonably
requested by New Fluor, and Parent shall otherwise cooperate with the New Fluor
Group in seeking from the appropriate Tax Authority any such Tax refund or other

                                       24
<PAGE>

Tax Benefits.  Tax refunds or other Tax Benefits resulting from such Audit
Adjustment Requests with respect to Separate Company Returns, and Tax refunds,
Tax Benefits and reallocations of Consolidated or Combined Tax liabilities
resulting from such Audit Adjustment Requests with respect to Consolidated or
Combined Tax Returns, shall be paid, credited and/or allocated in accordance
with, and shall be otherwise subject to, the provisions of Section 5.04(d).
Parent and the members of the Parent Group shall have identical rights, and New
Fluor shall have identical obligations, with respect to Audit Adjustment
Requests by any member of the Parent Group related to (i) any Tax Period ending
on or before, or which includes, the Distribution Date with respect to which a
Separate Company Tax Return was filed by or on behalf of the Parent Group or any
member thereof, and (ii) any Tax Period covered by a Consolidated or Combined
Return.

     (d) Audit Adjustment Reallocations and Payments.

     (i)  General.

     (A) The parties agree that any Tax refund or other Tax Benefit resulting
from or attributable to an Audit Adjustment of a Separate Company Tax Return of
the New Fluor Group shall be payable or otherwise allocable to New Fluor or
other applicable members of the New Fluor Group, and any Tax refund or other Tax
Benefit resulting from or attributable to an Audit Adjustment of a Separate
Company Tax Return of the Parent Group shall be payable or otherwise allocable
to Parent or other applicable member of the Parent Group, provided, however,
such Tax refund or Tax Benefit shall be allocated to New Fluor to the extent it
relates to a Separate Company Tax of the Parent with respect to a Tax Period
ending on or before the Distribution Date (or any portion thereof treated as
ending on the Distribution Date pursuant to Section 2.02(a) or Section 2.03) for
which New Fluor is liable pursuant to the provisions of Section 2.  In the case
of any Audit Adjustments with respect to a Consolidated or Combined Tax Return
resulting from a Carryback Adjustment Request, Carryforward Adjustment Request
or Audit Adjustment Request, the following provisions shall apply:  (A) the
Responsible Company shall recompute and reallocate the Consolidated or Combined
Tax liability, as adjusted, and issue a Tax Liability Reallocation Notice, in
accordance with the principles and provisions of Section 5.02; (B) any
Reallocation Deficit, together with interest thereon, shall be paid by New Fluor
or Parent, as the case may be, in accordance with the provisions of Section
5.02; (C) in applying the With/Without Allocation Method, the Tax Benefits
attributable to any Audit Adjustment shall be those which result from the
application of the Audit Adjustment to a Tax Return as previously (and most
recently) adjusted, if applicable; for example, if one Company (the "First
Company") incurs a Carryback to a Consolidated or Combined Tax Return that
absorbs the full Tax Benefit available on such Tax Return with respect to that
type of Carryback, and in a subsequent Tax Period the second Company (the
"Second Company") incurs a similar Carryback which would have generated a Tax
Benefit on such Consolidated or Combined Tax Return had the First Company's
Carryback not occurred, such Second Company's Carryback shall not be deemed to
result in any Tax Benefit on such Consolidated or Combined Tax Return that is
not realized under applicable Law, and there shall be no reallocation or
apportionment required (by reason of such unrealized Tax Benefit) with respect
to the Tax Benefit derived by the First Company from its prior Carryback
adjustment; and (D) if, as a result of such Audit Adjustments, a member of one
Group (the "First Group Member") receives a Tax refund or Tax reduction which,
under the foregoing principles, is payable or allocable to a member of the other
Group (the "Second Group Member"), the First

                                       25
<PAGE>

Group Member shall pay the amount thereof to the Second Group Member in
accordance with the following provisions of Section 5.04(d).

     (B) For purposes of applying the provisions of the foregoing Section
5.04(d)(i)(A) and other provisions of this Agreement involving Audit
Adjustments, the parties' priority of entitlement to Audit Adjustments shall be
determined, to the extent applicable, in accordance with statutory priorities,
including priorities based on the Tax Periods in which the relevant Tax Items
arise.

     (ii) Tax Refunds.  If a member of the Parent Group receives from a Tax
Authority a Tax refund payment, including but not limited to a payment of
interest with respect to a Tax refund or other Tax adjustment, (any such refund
or interest payment, a "Tax Adjustment Payment") and a member of the New Fluor
Group is entitled to such Tax Adjustment Payment pursuant to the provisions of
Section 5.04(d)(i) and other applicable provisions of this Agreement, Parent
shall pay, or cause to be paid, to New Fluor the amount of such Tax Adjustment
Payment within 20 business days following receipt of the Tax Adjustment Payment
by Parent or other member of the Parent Group (the "TAP Receipt Date").  If
Parent does not pay such amount within 3 business days following such TAP
Receipt Date, then Parent also shall pay to New Fluor, together with its payment
to New Fluor of such Tax Adjustment Payment, interest on the amount of such Tax
Adjustment Payment calculated at the Base Rate from the TAP Receipt Date to the
date of Parent's payment hereunder to New Fluor.  New Fluor shall have an
identical obligation to pay to Parent any Tax Adjustment Payment, together with
interest thereon, to which any member of the Parent Company is entitled pursuant
to the provisions of Section 5.04(d)(i) and other applicable provisions of this
Agreement.

     (iii)  Tax Reductions.  If, in lieu of a Tax Adjustment Payment that, if
paid, would be payable to New Fluor pursuant to Section 5.04(d)(ii), a member of
the Parent Group receives a reduction of Taxes otherwise payable by such member,
including but not limited to a reduction of an interest obligation or other
credit against interest obligations otherwise payable by such member (any such
reduction or credit, a "Tax Adjustment Credit"), Parent shall pay to New Fluor,
within 20 business days following the date on which the applicable Tax Authority
gives effect to such Tax Adjustment Credit (the "TAC Adjustment Date"), the full
amount of such Tax Adjustment Credit. If Parent does not pay such amount within
3 business days following the TAC Adjustment Date, then Parent also shall pay to
New Fluor, together with its payment to New Fluor of the amount of such Tax
Adjustment Credit, interest on the amount of such Tax Adjustment Credit
calculated at the Base Rate from the TAC Adjustment Date to the date of Parent's
payment hereunder to New Fluor.  New Fluor shall have an identical obligation to
pay to Parent the amount of any Tax Adjustment Credit, together with interest
thereon, which any member of the New Fluor Group receives in lieu of a Tax
Adjustment Payment that, if paid to a member of the New Fluor Group, would be
payable by New Fluor to Parent pursuant to Section 4.07(d)(ii).

     (iv) Future Tax Benefits.  If any member of the Parent Group receives or is
credited with any Tax item that will or may result in a Tax Benefit to such
Parent Group member in future Tax Periods and which is allocable to a member of
the New Fluor Group pursuant to the provisions of Section 5.04(d)(i) and other
applicable provisions of this Agreement, Parent shall pay to New Fluor, within
20 business days following the due date

                                       26
<PAGE>

(excluding extensions) of the Tax Return (the "TR Due Date") for any Tax Period
in which the Parent Group (or any member thereof) realizes any portion of such
Tax Benefit, the amount of such Tax Benefit realized in such Tax Period. If
Parent does not pay such amount within 3 business days following such TR Due
Date, then Parent also shall pay to New Fluor, together with its payment to New
Fluor of such Tax Benefit amount, interest thereon calculated at the Base Rate
from such TR Due Date to the date of Parent's payment to New Fluor of the
payment required hereunder. New Fluor shall have an identical obligation to pay
to Parent the amount of any future Tax Benefits realized by a member of the New
Fluor Group which are allocable to members of the Parent Group pursuant to the
provisions of Section 5.04(d)(i) and other applicable provisions of this
Agreement.

     (v) Certain Transferred Obligation Tax Benefits.  The parties agree as
follows:

     (A) In connection with the Transactions and pursuant to the provisions of
the Distribution Agreement and/or its related agreements among the parties,
certain fixed or contingent obligations of Parent and Massey relating to periods
prior to the Distribution Date, including, without limitation, compensation and
benefit related obligations other than obligations related to Substituted Equity
Incentives as provided for under Section 5.04(d)(vi), are being paid by (or
reimbursed to Parent by), or assigned to and assumed by, New Fluor and/or other
members of the New Fluor Group (collectively, the "Transferred Obligations").
Any Tax deduction or other Tax Benefit resulting from or attributable to the
payment, reimbursement, assumption or other satisfaction of all or any portion
of any such Transferred Obligation shall be allocable to the New Fluor Group
member which pays, reimburses, assumes or otherwise satisfies such Transferred
Obligation.  Unless required otherwise by applicable Tax Law or the actions of a
Tax Authority, the parties agree that the New Fluor Group shall be entitled to
claim such Tax Benefit on the appropriate New Fluor Group Tax Return filed after
the Distribution Date, and, except as provided under Section 5.04(d)(v)(B)
below, the Parent Group shall not claim any such Tax Benefit on any Tax Return
of the Parent Group.

     (B) If, pursuant to applicable Tax Law or the actions of a Tax Authority, a
member of the Parent Group is required to, or if New Fluor and Parent mutually
agree that Parent shall, claim a deduction or other Tax Benefit attributable to
the payment or other satisfaction by a New Fluor Group member of a Transferred
Obligation, Parent shall pay to New Fluor the amount of any Tax refund or Tax
reduction which the Parent Group obtains as a result of, or which is otherwise
attributable to, claiming such deduction or other Tax Benefit on its Tax Returns
(any such Tax Benefit amount, the "Transferred Obligation Tax Benefit Amount").
Such Transferred Obligation Tax Benefit Amount shall be paid by Parent to New
Fluor within 20 business days following the date (herein the "Transferred
Obligation Tax Benefit Date") as of which the Parent Group receives any such Tax
refund and/or is credited with or otherwise receives the benefit of any such Tax
reduction (which Date, in the case of a Parent Tax Return on which Parent
originally claims a deduction or other Tax Benefit attributable to the payment
or other satisfaction of a Transferred Obligation, shall be the due date
(determined without regard to extensions) for the filing of such Return).  If
Parent does not make such payment within 3 business days following the
Transferred Obligation Tax Benefit Date, then Parent also shall pay to New
Fluor, together with such payment to New Fluor, interest on such Transferred
Obligation Tax Benefit Amount calculated at the Base Rate from the Transferred

                                       27
<PAGE>

Obligation Tax Benefit Date to the date of the payment hereunder.  If, pursuant
to an Audit Adjustment, a Tax Authority disallows a Tax Benefit claimed by the
New Fluor Group on its Tax Returns with respect to the payment or other
satisfaction of such a Transferred Obligation, New Fluor shall be entitled to
require Parent to seek to obtain the Tax Benefits attributable thereto pursuant
to the provisions of Section 5.04(c), in which case Parent shall be obligated to
pay to New Fluor the amount of any Tax Benefits obtained, together with
interest, in accordance with the provisions of this Section 5.04(d)(v)(B) and
the foregoing provisions of this Section 5.04(d).

     (C) In connection with its payment or other satisfaction of all or any
portion of a Transferred Obligation, New Fluor shall pay, make, withhold and/or
deposit all employment and payroll Taxes and Tax withholdings as required under
applicable Tax Laws.  If, pursuant to applicable Tax Law or the actions of a Tax
Authority, a member of the Parent Group is required to, or if New Fluor and
Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit
attributable to the payment or other satisfaction of all or any portion of a
Transferred Obligation, or if a member of the Parent Group is otherwise required
to pay employment or payroll Taxes with respect to the payment or other
satisfaction of all or any portion of a Transferred Obligation, then New Fluor
shall reimburse Parent for the full amount of such employment and payroll Taxes
paid by Parent, with such reimbursement to be made within three business days
following New Fluor's receipt of demand therefor from Parent.

     (vi) Certain Equity Incentive Tax Benefits.  The parties agree as follows:

     (A) In connection with the Transactions and pursuant to the provisions of
the Distribution Agreement and/or its related agreements among the parties,
certain Pre-Distribution Equity Incentives (as defined herein) will be cancelled
and in lieu thereof New Fluor will, effective as of the Distribution, issue or
grant New Fluor Substituted Equity Incentives (as defined herein) to the parties
holding such cancelled Pre-Distribution Equity Incentives immediately prior to
the Distribution.  Any Tax deduction or other Tax Benefit resulting from or
attributable to the vesting, exercise, purchase, cancellation, payment or other
disposition or satisfaction of all or any portion of a New Fluor Substituted
Equity Incentive, including, without limitation, a payment of cash in lieu of
issuing a New Fluor Substituted Equity Incentive (any such action or event, a
"Satisfying" or "Satisfaction") shall be allocable to the New Fluor Group member
which Satisfies such New Fluor Substituted Equity Incentive.  Without limitation
on the foregoing, the parties agree that if New Fluor pays cash to, or pays cash
into a fund or account for the benefit of, a Pre-Distribution Massey Employee
(as defined below) in consideration for the sale or cancellation of, or in lieu
of the issuance of, a New Fluor Substituted Equity Incentive issued or otherwise
issuable (as applicable) to such Employee (whether or not the vesting thereof is
accelerated as a result of the Distribution), such payment by New Fluor shall be
deemed a Satisfaction to which the provisions of this section 5.04(d)(vi) apply.
Also in connection with the Transactions, New Fluor will be making payments to,
or into an account on behalf of, Pre-Distribution Massey Employees (including
reimbursements to Parent for such payments) in cancellation or other
Satisfaction of Parent Substituted Equity Incentives (as defined herein), and
the parties agree that any Tax deduction or other Tax Benefit resulting from or
attributable to the purchase or other Satisfaction of any such Parent
Substituted Equity Incentive shall be allocated to the New Fluor Group member
which Satisfies such Parent

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<PAGE>

Substituted Equity Incentive. Unless required otherwise by applicable Tax Law or
the actions of a Tax Authority, the parties agree that the New Fluor Group shall
be entitled to claim such deduction or other Tax Benefit on the appropriate New
Fluor Group Tax Return filed after the Distribution Date, and, except as
provided under Section 5.04(d)(vi)(B) below, the Parent Group shall not claim
any such deduction or other Tax Benefit on any Tax Return of the Parent Group.

     (B) If, pursuant to applicable Tax Law or the actions of a Tax Authority, a
member of the Parent Group is required to, or if New Fluor and Parent mutually
agree that Parent shall, claim a deduction or other Tax Benefit attributable to
the Satisfaction by a New Fluor Group member of a New Fluor Substituted Equity
Incentive, Parent shall pay to New Fluor the amount of any Tax refund or Tax
reduction which the Parent Group obtains as a result of, or which is otherwise
attributable to, claiming such deduction or other Tax Benefit on its Tax Returns
(any such Tax Benefit amount, the "Substituted Incentive Tax Benefit Amount").
Such Substituted Incentive Tax Benefit Amount shall be paid by Parent to New
Fluor within 20 business days following the date (herein the "Substituted
Incentive Tax Benefit Date") as of which the Parent Group receives any such Tax
refund and/or is credited with or otherwise receives the benefit of any such Tax
reduction (which Date, in the case of a Parent Tax Return on which Parent
originally claims a deduction or other Tax Benefit attributable to the
Satisfaction of a New Fluor Substituted Equity Incentive, shall be the due date
(determined without regard to extensions) for the filing of such Return).  If
Parent does not make such payment within 3 business days following the
Substituted Incentive Tax Benefit Date, then Parent also shall pay to New Fluor,
together with such payment to New Fluor, interest on such Substituted Incentive
Tax Benefit Amount calculated at the Base Rate from the Substituted Incentive
Tax Benefit Date to the date of the payment hereunder.  If, pursuant to an Audit
Adjustment, a Tax Authority disallows a Tax Benefit claimed by the New Fluor
Group on its Tax Returns with respect to the Satisfaction of such a New Fluor
Substituted Equity Incentive, New Fluor shall be entitled to require Parent to
seek to obtain the Tax Benefits attributable thereto pursuant to the provisions
of Section 5.04(c), in which case Parent shall be obligated to pay to New Fluor
the amount or value of any Tax Benefits obtained, together with interest, in
accordance with the provisions of this Section 5.04(d)(vi)(B) and the foregoing
provisions of this Section 5.04(d).  The parties agree that if, pursuant to the
foregoing provisions, Parent claims a Tax Benefit on behalf of New Fluor with
respect to an unvested New Fluor Substituted Equity Incentive (or if Parent
claimed a Tax Benefit with respect to a Pre-Distribution Equity Incentive) and
such Tax Benefit is disallowed and recaptured to any extent by reason of a
failure to satisfy (including but not limited to termination of employment by
the holder of such Incentive prior to satisfaction) all or any portion of the
applicable vesting requirement, the recaptured Tax Benefit shall be a Disallowed
Tax Benefit subject to the provisions of Section 5.04(f)(i)(B).

     (C) In connection with its Satisfaction of any New Fluor Substituted Equity
Incentive, New Fluor shall pay, make, withhold and/or deposit all employment and
payroll Taxes and Tax withholdings as required under applicable Tax Laws.  If,
pursuant to applicable Tax Law or the actions of a Tax Authority, a member of
the Parent Group is required to, or if New Fluor and Parent mutually agree that
Parent shall, claim a deduction or other Tax Benefit attributable to the
Satisfaction of a New Fluor Substituted Equity Incentive, or if a member of the
Parent Group is otherwise required to pay employment or payroll Taxes with
respect to a Satisfaction of a New Fluor Substituted Equity Incentive, then New
Fluor shall reimburse Parent for the full amount of such employment and payroll
Taxes paid by Parent, with

                                       29
<PAGE>

such reimbursement to be made within three business days following New Fluor's
receipt of demand therefor from Parent.

     (D) For purposes of this Section 5.04(d)(vi), the following definitions
shall apply:

     (1) The term "Equity Incentive" shall mean any restricted stock (or related
unit), stock appreciation right, stock option, shadow stock or other equity-
based compensation which is issued, granted or otherwise transferred by a
corporation to its (or its Affiliate's) employees, directors or consultants.

     (2) The term "New Fluor Substituted Equity Incentive" shall mean an Equity
Incentive which was issued or granted by New Fluor in exchange or substitution
for a Pre-Distribution Equity Incentive.

     (3) The term "Parent Substituted Equity Incentive" shall mean an Equity
Incentive which was issued or granted by Parent in exchange or substitution for
a Pre-Distribution Equity Incentive.

     (4) The term "Pre-Distribution Equity Incentive" shall mean an Equity
Incentive which was issued or granted by Parent and which is outstanding
immediately prior to the Distribution.

     (5) The term "Pre-Distribution Massey Employee" shall mean an individual
who was employed by one or more members of the Massey Group immediately prior to
the Distribution.

     (6) The term "Substituted Equity Incentives" shall mean, collectively, New
Fluor Substituted Equity Incentives and Parent Substituted Equity Incentives.

     (vii)  Other Tax Benefits.  If any member of one group (the "First Group
Member") receives any Tax Benefit not described in the foregoing clauses (i),
(ii), (iii), (iv), (v) and (vi) but which is payable or allocable to a member of
the other Group (the "Second Group Member") in accordance with the principles
underlying the Tax liability and Tax Benefit allocation provisions of Section 2
and the foregoing provisions of this Section 5, such First Group Member shall
pay the amount of such Tax Benefit to the Second Group Member within 20 business
days following the date on which the First Group Member receives such Tax
Benefit through a refund of or reduction in Tax (the "Other Tax Benefit Date").
If the First Group Member does not make such payment within 3 business days
following the Other Tax Benefit Date, such First Group Member shall also pay to
the Second Group Member, together with such payment, interest thereon calculated
at the Base Rate from such Other Tax Benefit Date to the date of the First Group
Member's payment hereunder to the Second Group Member.

     (e) Offset For Federal Income Tax Burdens.  Notwithstanding the provisions
of Section 5.04 specifying the amount of payment to be made by one Group (the
"First Group") to a member of the other Group (the "Second Group") by reason of
the receipt or accrual by the First Group of a Tax refund, Tax reduction or
other Tax Benefit that under this Agreement is

                                       30
<PAGE>

allocable to the Second Group (any such refund, reduction or other benefit, the
"Reallocable Tax Benefit"), if (i) the First Group is required, for Federal
Income Tax purposes, to recognize income with respect to its receipt or accrual
of all or any portion of such Reallocable Tax Benefit (any such portion, the
"Taxable Portion"), and (ii) such Taxable Portion exceeds the amount of the
Federal Income Tax deduction to which the First Group is entitled by reason of
its payment of (or accrual of the obligation to pay) the Reallocable Tax Benefit
to the Second Group (such excess, the "Taxable Excess"), then (iii) the amount
of the Reallocable Tax Benefit shall be reduced by the First Group's Federal
Income Tax liability attributable to such Taxable Excess.

     (f) Additional Audit Adjustment Rules.  Notwithstanding the foregoing
provisions of this Section 5.04, the parties agree as follows:

     (i) If a member of one Group (the "First Group Member") is required,
pursuant to the provisions of subsection (a), (b), (c), (d)(v)(B) or (d)(vi)B)
of this Section 5.04, to file amended returns or refund claims or to take other
actions to obtain a Tax refund or other Tax Benefit on behalf of a member of the
other Group (the "Second Group Member"), the following provisions shall apply:

     (A) The reasonable costs and expenses incurred by such First Group Member
in connection with such filing or other action shall be paid by the Second Group
Member, and to the extent such costs and expenses have not been paid at the time
of any payment pursuant to Section 5.04(d), the amount of such costs and
expenses may be offset against such payment; and

     (B) If, pursuant to the actions of any Tax Authority, all or any portion of
the Tax Benefit obtained by the First Group Member on behalf of the Second Group
Member is disallowed or otherwise reversed (such portion, the "Disallowed Tax
Benefit), then (1) if the relevant Tax Benefit payment has not yet been paid by
the First Group Member to the Second Group Member, such Tax Benefit payment
shall be reduced by the amount of the Federal Income Tax liability incurred by
the First Group Member as a result of the disallowance or other reversal of the
Disallowed Tax Benefit (such liability, the "Disallowed Tax Benefit Tax
Liability"), or (2) if such Tax Benefit payment has been paid, the Second Group
Member shall pay to the First Group Member an amount equal to the Disallowed Tax
Benefit Tax Liability plus interest at the Base Rate on the amount of such
Disallowed Tax Benefit Tax Liability from the date of the payment of the Tax
Benefit by the First Group Member to the Second Group Member to the date of
payment hereunder of said Disallowed Tax Benefit Tax Liability to the First
Group Member.

     (ii) If a member of the Parent Group or a member of the New Fluor Group, as
the case may be, receives a Carryback Adjustment Request, Carryforward
Adjustment Request or an Audit Adjustment Request from a member of the other
Group, the party receiving such request may, in lieu of filing or otherwise
processing the amended return or refund claim or taking any other action so
requested, pay to the requesting party the amount of the Tax refund, interest
payment or other Tax Benefit which the requesting party wishes to obtain
pursuant to the applicable Adjustment Request.

                                       31
<PAGE>

     (iii)  Notwithstanding the foregoing provisions of this Section 5.04,
neither Company shall be obligated to take any action with respect to any
Carryback Adjustment Request, Carryforward Adjustment Request or Audit
Adjustment Request if the amount of Tax Benefit to be obtained through such
Request does not exceed $10,000 (any such Request, a "Nonmandatory Request"),
provided, however, at such time as the aggregate amount of all such Nonmandatory
Requests made by a Group and which are not barred by an applicable statute of
limitations exceeds $50,000, then all such Nonmandatory Requests must be acted
on without regard to the $10,000 threshold provided for hereunder, provided,
however, no action shall be required with respect to subsequent Nonmandatory
Requests until such time as such subsequent Nonmandatory Requests not barred by
the statute of limitations exceed $50,000 (with the foregoing provisions to
apply to ongoing series of Nonmandatory Requests).

     5.05  Treatment of Payments; Tax Gross-Up; Certain Tax Offsets.

     (a) General.  The parties agree that, except as otherwise contemplated
under Section 5.05(b) or as otherwise required pursuant to a change in
applicable Tax Laws or an action of a Tax Authority following the Distribution
Date, any payment by a member of one Group to a member of the other Group
pursuant to Section 5.01, Section 5.02 or Section 5.04 shall be treated for
income tax purposes by the payor and the recipient as a non-taxable capital
contribution or non-taxable distribution, as appropriate, occurring prior to the
Distribution, but only to the extent such payment does not relate to a Tax
allocated to the payor in accordance with Treasury Regulation 1.1502-33(d) or
under comparable principles of other applicable Tax Laws.

     (b) Interest Payments.  The parties agree as follows:

     (i) To the extent that any payment pursuant to Section 5.04 by a member of
one Group to a member of the other Group is attributable to interest received by
or credited to the payor from a Tax Authority, then to the extent permitted by
Law the parties shall either (A) treat the payor as receiving such interest
portion as agent for the recipient, in which case the recipient shall treat such
interest portion as interest income to the recipient (includable in income to
the extent provided by Law), or (B) both payor and recipient shall treat such
interest portion of the payment as an expense paid by the payor (deductible to
the extent provided by Law) and income to the recipient (includable in income to
the extent provided by Law).

     (ii) To the extent that any payment pursuant to Section 5.02 by a member of
one Group to a member of the other Group is attributable to interest paid by the
recipient to a Tax Authority, then to the extent permitted by Law the parties
shall either (A) treat the recipient as paying such interest portion to the Tax
Authority as agent for the payor, in which case the recipient shall not treat
such interest portion as interest income to or interest expense of the recipient
and the payor shall treat such interest portion as interest expense of the payor
(deductible to the extent provided by Law), or (B) both payor and recipient
shall treat such interest portion of the payment as an expense paid by the payor
(deductible to the extent provided by Law) and income to the recipient
(includable in income to the extent provided by Law).

                                       32
<PAGE>

     (iii)  To the extent that any payment pursuant to Section 5.01 or Section
5.02 or Section 5.04 constitutes (A) a payment of interest by the payor under
Section 5.01 or Section 5.02 with respect to the period from the date the
recipient paid a Tax liability allocable to the payor until the date of the
payment under Section 5.01 or Section 5.02, or (B) a payment of interest by the
payor under Section 5.04 with respect to the period from the date the payor
received a Tax Benefit allocable to the recipient until the date of the payment
under Section 5.04, both payor and recipient shall treat such interest portion
of the payment as interest expense paid by the payor (deductible to the extent
provided by Law) and interest income to the recipient (includible in income to
the extent provided by Law).

     (c) Gross-Up.  If, notwithstanding the tax treatment contemplated under
Section 5.05(a) with respect to payments made by a member of one Group (the
"First Group Member") to a member of the other Group (the "Second Group
Member"), the Second Group Member is required to treat as taxable income any
portion of the payment from the First Group Member other than any interest
portion thereof as described in Section 5.05(b) (such taxable portion, the
"Taxable Intercompany Payment"), then the First Group Member shall be obligated
to pay to the Second Group Member an additional payment in an amount such that
(x) the sum of such additional payment plus the Taxable Intercompany Payment,
less (y) the amount of Income Taxes payable by the recipient with respect to the
accrual or receipt of such additional payment and the Taxable Intercompany
Payment, equals the amount of the Taxable Intercompany Payment.

     (d) Offset For Certain Federal Tax Benefits.  Notwithstanding the
provisions of Section 5.01 through 5.04 specifying the amount of payments
(inclusive of interest, penalties and additions) from one Group to the other
Group related to State Income Taxes, Foreign Income Taxes or other Taxes other
than Federal Income Taxes (any such payment, an "Intergroup Non-Federal Tax
Payment"), if (i) the Group receiving such Intergroup Non-Federal Tax Payment
(the "Recipient Group") is entitled to claim a Tax deduction or Tax credit for
Federal Income Tax purposes with respect to its payment or accrual of all or any
portion of the Tax to which such Intergroup Non-Federal Tax Payment pertains
(any such portion of such Tax, the "Federal Tax Benefited Amount"), and (ii) all
or any portion of such Federal Tax Benefited Amount is not deductible for
Federal Income Tax purposes by the paying Group and is not includible in income
of the Recipient Group for Federal Income Tax purposes (such portion not
deductible and not includable, the "Nontaxable Portion"), then (iii) the amount
of such Intergroup Non-Federal Tax Payment shall be reduced by the value of the
Recipient Group's Federal Income Tax Benefit attributable to such Nontaxable
Portion. By way of illustration of the foregoing, if New Fluor is otherwise
obligated under this Agreement to make a payment of $1,000,000 to Parent related
to a State Income Tax that is allocable under this Agreement to the New Fluor
Group but as to which (x) Parent will be entitled to claim a Federal Income Tax
deduction, and (y) in accordance with the principles of Section 5.05(a), such
payment from New Fluor to Parent is neither deductible by New Fluor nor
includible in income by Parent, then (y) the amount of the payment from New
Fluor to Parent shall be reduced to $650,000 if New Fluor's applicable Federal
Income Tax rate is 35%.

     5.06  Method of Payment.  All payments made by one Company (or its
Affiliates) to the other Company (or its Affiliates) under this Agreement shall
be made in immediately available funds.

                                       33
<PAGE>

     5.07   Late Payments. Any amount payable by one party (the "first party")
to another party (the "second party") under this Agreement which is not paid on
or before expiration of the period within which such payment is required to be
made pursuant to this Agreement shall bear interest from such expiration date
until such payment is made at the Base Rate plus two percentage points,
provided, however, such interest rate shall not exceed the rate permissible
under applicable usury laws (if such laws are applicable).  To the extent
interest required to be paid under this Section 5.07 duplicates interest
required to be paid under any other provision of this Agreement, interest shall
be computed at the higher of the interest rate provided under this Section 5.07
or the interest rate provided under such other provision.

     Section 6.  Intentionally Omitted.

     Section 7.  Assistance and Cooperation.

     7.01  General.  After the Distribution Date, each Company shall cooperate
(and cause its respective Affiliates to cooperate) with the other Company and
with the other Company's agents, including accounting firms and legal counsel,
in connection with Tax matters relating to the other Company and its Affiliates,
including, without limitation, (i) the preparation and filing of Tax Returns,
(ii) determining the liability for and amount of any Taxes due (including
estimated Taxes) or the right to and amount of any refund of Taxes, (iii)
examinations of Tax Returns, (iv) any administrative or judicial proceeding in
respect of Taxes assessed or proposed to be assessed, and (v) establishing the
tax basis of any asset held by either Company.  Such cooperation shall include
but not be limited to (1) making all information and documents in their
possession relating to the other Company and its Affiliates available to such
other Company as provided in Section 8.02 and (2) promptly notifying and
forwarding to the appropriate Company any notice or other correspondence from
any Tax Authority that is received by one Company but intended for the other
Company.  Each Company shall also make available to the other Company, as
reasonably requested and available, personnel (including officers, directors,
employees and agents of the Company or its Affiliates) responsible for
preparing, maintaining, and interpreting information and documents relevant to
Taxes, and personnel reasonably required as witnesses or for purposes of
providing information or documents in connection with items (i) through (iv) in
the first sentence of this Section 7.01.  Any information or documents provided
under this Section 7 shall be kept confidential by the Company receiving the
information or documents, except as may otherwise be necessary in connection
with the filing of Tax Returns or in connection with any administrative or
judicial proceedings relating to Taxes.

     7.02  Income Tax Return Information. Each of the Companies will provide
information and documents relating to its Group to the other Company as required
for Tax Return preparation purposes. New Fluor and Parent shall cause the
members of their respective Groups to provide Tax Return information to the
Responsible Company in a form suitable for filing (except for consolidating and
other adjustments which would normally be made by the Responsible Company) at
least seventy-five days prior to the due date (including extensions) of the
particular Tax Return.

                                       34
<PAGE>

     Section 8.  Tax Records.

     8.01  Retention of Tax Records. The Companies shall preserve and keep all
Tax Records and supporting information and documentation relating to their
respective Groups for  Tax Periods ending before, on or including the
Distribution Date for so long as the contents thereof may become material in the
administration of any matter under the Code or other applicable Tax Law, but in
any event until the later of (i) the expiration of any applicable statute of
limitation  (including extensions thereof) or (ii) seven years after the
Distribution Date.  If, prior to the expiration of the applicable statute of
limitation (including extensions thereof) and such seven-year period, a Company
reasonably determines that any Tax Records which it is required to preserve and
keep under this Section 8 are no longer material in the administration of any
matter under the Code or other applicable Tax Law, such Company may dispose of
such records upon 90 days prior notice to the other Company.  Such notice shall
include a list of the records to be disposed of describing in reasonable detail
each file, book, or other record accumulation which is to be disposed of.  The
notified Company shall have the opportunity, at its cost and expense, to copy or
remove, within such 90-day period, all or any part of such Tax Records.

     8.02    Access to Tax Records.  The Companies and their respective
Affiliates shall make available to each other for inspection and copying, during
normal business hours and upon reasonable notice, all Tax Records in their
possession to the extent reasonably required by the other Company in connection
with the preparation of Tax Returns, refund claims, audits, litigation, or the
resolution of any matter under this Agreement.  Without limitation on the
foregoing, each Company (the "First Company") shall provide the other Company
(the "Second Company") with reasonable access to Tax Returns (including the
workpapers related thereto) filed by the First Company or members of its Group
following the Distribution Date for the purpose of enabling the Second Company
to determine whether, when and to what extent a Tax Benefit allocable hereunder
to the Second Company results in a Tax refund or Tax reduction for the First
Company.

     8.03  Copies of Consolidated or Combined Tax Returns. Within ten days after
filing any Consolidated or Combined Tax Return, the Responsible Company shall
provide a true and correct copy of such Tax Return to the Other Company.

     Section 9.  Tax Contests.

     9.01  Notice Requirement.  A party to this Agreement (the "First Party")
shall provide, within 15 business days after such First Party (or any member of
the First Party's Group) actually receives official written notification
thereof, notice to the other party (the "Second Party") of any pending or
threatened Tax audit, assessment or proceeding or other Tax Contest related to
Taxes which are, or may reasonably be expected to be, allocable to and payable
by such Second Party pursuant to the provisions of this Agreement.  Such notice
shall contain factual information (to the extent known by the First Party)
describing any asserted Tax liability in reasonable detail and shall be
accompanied by copies of any notices or other documents received from any Tax
Authority in respect of any such matters.  If the First Party fails to give the
Second Party such notice of such asserted Tax liability, then (i) if the Second
Party is precluded from contesting the asserted Tax liability in all otherwise
available forums as a result of the failure to give such

                                       35
<PAGE>

notice, the Second Party shall have no obligation to pay to the First Party any
Taxes arising out of such asserted Tax liability which are otherwise allocable
to the Second Party under this Agreement, unless the Tax Contest Committee (as
defined in Section 9.02(b)) determines that it is highly unlikely that
contesting the Tax liability would have materially reduced the amount of the Tax
liability allocable to the Second Party, and (ii) if the Second Party is not
precluded from contesting the asserted Tax liability in all otherwise available
forums, but such failure to give such notice results in a monetary detriment to
the Second Party, then any amount which the Second Party is otherwise required
to pay to the First Party pursuant to this Agreement shall be reduced by the
amount of such detriment, as established to the reasonable satisfaction of the
Tax Contest Committee.

     9.02  Control of Tax Contests.

     (a) Separate Company Taxes.  In the case of any Tax Contest with respect to
any Separate Company Tax, the Company having liability for the Tax shall have
exclusive control over the Tax Contest, including exclusive authority with
respect to any settlement of any matters involved in such Tax Contest.

     (b) Consolidated or Combined Taxes.  In the case of any Tax Contest with
respect to any Consolidated or Combined Tax, (i) Parent shall control the
defense or prosecution of the portion of the Tax Contest directly and
exclusively related to any Parent Adjustment, including settlement of any such
Parent Adjustment and (ii) New Fluor shall control the defense or prosecution of
the portion of the Tax Contest directly and exclusively related to any New Fluor
Adjustment, including settlement of any such New Fluor Adjustment, and (iii) a
committee constituted as provided herein (the "Tax Contest Committee") shall
control the defense or prosecution of Joint Adjustments and any and all
administrative matters not directly and exclusively related to any Parent
Adjustment or New Fluor Adjustment.  The Tax Contest Committee shall be
comprised of two persons, one person selected by Parent (as designated in
writing to New Fluor) and one person selected by New Fluor (as designated in
writing to Parent).  Each person serving on the Tax Contest Committee shall
continue to serve unless and until he or she is replaced by the party
designating such person.  Any and all matters to be decided by the Tax Contest
Committee shall require the agreement of both persons serving on the Tax Contest
Committee.  In the event the Tax Contest Committee shall be deadlocked on any
matter, the provisions of Section 15 of this Agreement shall apply.

     (c) Cooperation with Controlling Party.  In the event that one or more
members of a Group (the "First Group Members") have the responsibility and
authority, pursuant to applicable Tax Law, to file or amend Tax Returns and to
take and/or do other actions related to a Tax Contest that, pursuant to this
Section 9.02, are subject to the control of a member of the other Group (the
"Second Group Member"), such First Group Members shall execute all such
documents and take all such actions as may be reasonably requested by the Second
Group Member for the purpose of implementing and effecting the Second Group
Member's defense and prosecution of such Tax Contest.

     (d) Powers of Attorney. Each member of the Parent Group shall execute and
deliver to New Fluor and/or the members of the Tax Contest Committee, and each
member of the New Fluor Group shall execute and deliver to Parent and/or to the
members of the Tax

                                       36
<PAGE>

Contest Committee, any power of attorney reasonably requested by any such party
or person as necessary to allow it/them to control the defense or prosecution of
a Tax Contest in accordance with the provisions of Section 9.02(a) or Section
9.02(b), provided, however, that such power of attorney shall not expand the
rights of such controlling party or person beyond that provided for under
Section 9.02(a) or Section 9.02(b).

     (e) Agreements Affecting Other Company.  Notwithstanding the foregoing
provisions of this Section 9.02, a Company shall not agree to any Tax liability
for which the other Company may be liable under this Agreement, or compromise
any claim for any Tax Benefit to which another Company may be entitled under
this Agreement, without such other Company's written consent (which consent may
not be unreasonably withheld).

     Section 10.  Effective Date. This Agreement shall be effective on the
Distribution Date.

     Section 11.  Certain Representations and Covenants.

     (a) No Inconsistent Plan or Intent.  Each of A.T. Massey and New Fluor
hereby represents and warrants to the other that:

     (i) neither it nor any member of its Group (which, in the case of New
Fluor, includes Parent through the Distribution Date) has taken, and as of the
Distribution Date neither it nor any member of its Group (which, in the case of
New Fluor, includes Parent through the Distribution Date) has a plan or
intention to take, any action that would result in any Tax liability being
imposed with respect to the Distribution pursuant to the application of the
provisions of Code Section 355(e); and

     (ii) neither it nor any member of its Group (which in the case of New
Fluor, includes Parent through the Distribution Date), has taken, nor as of the
Distribution Date has any plan or intention to take, any other action which is
inconsistent with any material factual statements or representations in the
Ruling Request.

     (b) Restriction on Prohibited Actions.  Each of Parent and New Fluor hereby
covenants and agrees that following the Distribution it will not take any
action, and it will cause its Affiliates to refrain from taking any action,
which would result in a Tax treatment of the Transactions that is inconsistent
in any material respect with the Tax treatment of the Transactions as
contemplated in the Ruling Request or, if different, in the Ruling (any such
action, a "Prohibited Action"), unless such Prohibited Action is required by Law
or the person taking the action has obtained the prior written consent of the
other parties to this Agreement.  Without limitation on the foregoing, the
parties intend that the restrictions on Prohibited Actions provided for herein
shall apply during and following the two-year restriction period described in
Section 11(c).

     (c) Restriction on Certain Other Actions.  Each of New Fluor and Parent
hereby covenants and agrees that prior to the second anniversary of the
Distribution it will not take, and it will cause its Affiliates to refrain from
taking, any action that would be inconsistent with any representations under
Section 11(a) if such party had planned or intended (as of the Distribution
Date) to take such action, provided, however, such an action may be taken during

                                       37
<PAGE>

such two-year period if such action is required by Law or the person taking the
action has obtained the prior written consent of the other parties to this
Agreement.

     (d) Restriction on Amending or Supplementing Ruling Request.  Each of
Parent and New Fluor hereby covenants and agrees that it will not file, and it
will cause its Affiliates to refrain from filing, any amendment or supplement to
the Ruling Request subsequent to the Distribution Date without the written
consent of the other parties to this Agreement.

     Section 12.  Survival of Obligations.  The representations, warranties,
covenants and agreements set forth in this Agreement shall be unconditional and
absolute and shall remain in effect without limitation as to time.

     Section 13.  Employee Matters.  Each of the Companies agrees to utilize, or
cause its Affiliates to utilize, the alternative procedure set forth in Revenue
Procedure 96-60, 1996-2 C.B. 399 (if such Revenue Procedure is applicable), with
respect to wage reporting for employees who transfer from a member of one Group
to a member of the other Group in connection with the Transactions.

     Section 14.  Mutual Covenants and Indemnifications.

     (a) New Fluor.  New Fluor hereby covenants and agrees that it will (i)
perform or cause to be performed all obligations of the members of the New Fluor
Group under his Agreement, including, without limitation, the obligations of the
members of the New Fluor Group to pay, when due, Tax liability payments to Tax
Authorities and payments to members of the Parent Group in accordance with the
provisions of Section 5, and (ii) indemnify and hold harmless Parent and all
other members of the Parent Group from and against any Losses (as defined
hereinbelow) incurred by any member of the Parent Group as a result of any
breach of any covenant, representation or warranty of New Fluor under this
Agreement or any failure by any member of the New Fluor Group to fully perform
its obligations under this Agreement.

     (b) Parent.  Parent hereby covenants and agrees that it will (i) perform or
cause to be performed all obligations of the members of the Parent Group under
this Agreement, including, without limitation, the obligations of the members of
the Parent Group to pay, when due, Tax liability payments to Tax Authorities and
payments to members of the New Fluor Group in accordance with the provisions of
Section 5, and (ii) indemnify and hold harmless New Fluor and all other members
of the New Fluor Group from and against any Losses incurred by any member of the
New Fluor Group as a result of any breach of any covenant, representation or
warranty of Parent and/or A.T. Massey under this Agreement or any failure by any
member of the Parent Group to fully perform its obligations under this
Agreement.

     (c) Losses.  For purposes of this Section 14, the term "Losses" means any
and all damages, liabilities, claims, demands, proceedings, settlements,
judgments, awards, fees, charges, Taxes, costs or other expenses (including,
without limitation, reasonable costs of attempting to avoid or in opposing the
imposition thereof, interest, penalties, costs of preparation and investigation,
and the reasonable fees, disbursements and expenses of attorneys, accountants

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<PAGE>

and other professional advisors, but not including the cost of "in-house"
attorneys, accountants and other employees of a party.)

     (d)  Tax Adjustments.

     (i) The amount of any indemnification payment otherwise payable under this
Agreement or under the Distribution Agreement shall be (i) decreased by the
amount of any federal or state income tax benefit actually realized by the
indemnified party as a result of the Loss giving rise to the indemnification,
and (ii) increased by (A) the amount of any federal or state income tax required
to be paid by the indemnified party as a result of its accrual or receipt of the
indemnification payment, plus (B) the amount of any federal or state income tax
required to be paid by the indemnified party as a result of its accrual or
receipt of any payments payable pursuant to this Section 14(d)(i).  For all
purposes of this Section 14(d), (i) the amount of any state income tax benefit
or cost shall be based on a rate, which is deemed to take into account the
federal income tax effect of such benefit or cost, of 4%; (ii) a tax benefit is
a reduction in the amount of income tax paid or due and payable, whether
realized as a refund or as a credit or other reduction in tax liability; (iii)
the amount of any tax benefit or cost for any taxable period will be the
difference between (A) the amount of the indemnified party's tax liability
taking into account the amount of Loss or indemnity payment, as appropriate,
actually included in computing taxable income for the current or any prior
taxable period and (B) the amount that would be the indemnified party's tax
liability for the current or any prior taxable period (as applicable) if such
amount of Loss or indemnity payment were not taken into account in computing
taxable income; (iv) if the indemnified party files or is included in a
consolidated, combined, unitary or similar income tax return for a taxable
period, the preceding amounts will be computed on the appropriate consolidated,
combined, unitary or similar basis for that taxable period; and (v) the term
"Loss" shall have the meaning specified in this Agreement or the Distribution
Agreement depending on whether the indemnification payment arises under this
Agreement or the Distribution Agreement.  In the year an indemnification payment
is made, the parties shall cooperate to determine the amount of adjustment (if
any) to be made pursuant to this Section 14(d).  In doing so, the amount of any
federal income tax benefit or cost for the taxable period in which the payment
is to be made will be based on the indemnified party's best estimate of such
amount, which estimate shall be in writing (an "Adjustment Estimate Notice") and
shall include an explanation, in reasonable detail, of the facts and assumptions
underlying such estimate.  Any increased payment required pursuant to this
Section 14(d)(i) shall be made on or before the later of (x) the date on which
the applicable indemnification payment is made pursuant to this Agreement or the
Distribution Agreement (as applicable), or (y) 10 business days following the
date on which the indemnified party receives the Adjustment Estimate Notice.

     (ii) Promptly after the indemnified party files its federal income tax
return for the taxable period as to which an Adjustment Estimate Notice is given
pursuant to Section 14(d)(i), the indemnified party shall notify the
indemnifying party in writing of the actual amount of the federal income tax
benefit or cost that was previously estimated and shall provide to the
indemnifying party the computation, in reasonable detail, of such actual amount
and such supporting documentation as the indemnifying party reasonably requests
to verify the computation.  The parties shall cooperate in good faith to
determine the amount of any difference (the "True-Up Amount") between (i) the
amount that was paid by the indemnifying party based on the prior estimate (the
"Prior Payment") and (ii) the amount that would have been payable by

                                       39
<PAGE>

the indemnifying party if the parties had known the actual amount of such
benefit or cost. Within 3 business days following determination of the True-Up
Amount, the indemnifying party shall pay to the indemnified party or the
indemnified party shall pay to the indemnifying party, as appropriate, the True-
Up Amount, plus interest on the True-Up Amount at the Base Rate from the date of
the Prior Payment to the date the True-Up Amount is paid. In addition, if the
True-Up Amount is payable by the indemnifying party, the indemnifying party also
shall pay to the indemnified party the amount necessary to reimburse the
indemnified party for any federal or state income tax cost incurred as a result
of its accrual or receipt of the True-Up Amount and any amounts payable pursuant
to this sentence. For this purpose, the federal income tax rate applicable to
any taxable portion of the True-Up Amount and the amount payable pursuant to the
preceding sentence shall be deemed to be the same as the marginal rate
applicable to the indemnified party for the taxable period in which the Prior
Payment was made.

     (iii)  No adjustment in the amount of an indemnification payment shall be
made at the time of payment of such indemnification payment to take into account
any federal or state income tax benefit not actually realized in, or any federal
or state income tax cost not actually paid or payable for, the taxable period in
which the indemnification payment is made or an earlier period, whether or not
any such benefit or cost may, under applicable Tax law, be taken into account
and realized or incurred in a future tax period.  However, if a federal or state
income tax benefit or cost described in this Section 14(d) is actually realized
in or becomes payable for one or more  taxable periods (each, a "Subsequent
Period") after the taxable period in which an indemnification payment has been
made, then (i) the indemnified party shall pay to the indemnifying party an
amount equal to the excess for such Subsequent Period of such tax benefit over
such tax cost, or (ii) the indemnifying party shall pay to the indemnified party
an amount equal to the excess for such Subsequent Period of such tax cost over
such tax benefit, plus the amount of any federal or state income tax required to
be paid by the indemnified party as a result of its accrual or receipt of any
amounts payable by the indemnifying party pursuant to this Section 14(d)(iii).
For each Subsequent Period, the indemnified party shall notify the indemnifying
party in writing of the amount of any such tax benefit or tax cost no later than
the date on which the indemnified party files its federal income tax return for
the Subsequent Period, with such notice (a "Subsequent Period Adjustment
Notice") to include an explanation, in reasonable detail, of the facts and
assumptions underlying the indemnifying party's calculation of the payments
required hereunder.  Any payment made more than 60 calendar days after (i) the
date the indemnified party gives such Subsequent Period Adjustment Notice to the
indemnifying party, in the case of a payment to the indemnified party, or (ii)
the date the indemnified party files its federal income tax return for the
Subsequent Period, in the case of a payment by the indemnified party, shall
include interest at the Base Rate from the expiration of such 60-day period to
the date of payment.  A Subsequent Period includes, without limitation, any
taxable period in which the indemnified party would have been able to use a loss
or credit if such loss or credit had not been used (or was prevented from being
generated) as a result of the inclusion of all or any portion of an
indemnification payment in the indemnified party's income.

     (iv) The purpose of this Section 14(d) is to make the indemnified party
whole on an actual after-tax basis, and this Section is to be construed
accordingly (including making such adjustments as may be necessary to take into
account changes resulting from amended tax returns, tax audits and similar
proceedings).  The parties shall at all times cooperate with each other in good
faith to determine the amounts of any payments required under this

                                       40
<PAGE>

Section 14(d). The indemnified party may at any time request copies of the Tax
Returns (and underlying work papers) for any Tax Period which is relevant to the
determination of adjustments to indemnification payments under this Section
14(d) or other payments made pursuant to this Section 14(d). If an indemnified
party fails or refuses to give any notice or take any other action required
hereunder with respect to the determination of any decrease to an
indemnification payment or any payment required to be made hereunder by the
indemnified party to the indemnifying party, such failure or refusal shall not
adversely affect the indemnifying party's rights hereunder, and appropriate
action may be brought by the indemnifying party to determine and/or enforce its
rights hereunder.

     Section 15.  Disputes; Governing Law; Consent to Jurisdiction; Attorneys'
Fees.

     (a) Referral to Accounting Firm.  If the parties cannot agree on the
application of this Agreement to any matter in dispute (a "Dispute"), then,
subject to the rights of the parties to seek a judicial resolution or remedy,
the Dispute shall be referred for resolution to Ernst & Young LLP or, if Ernst &
Young LLP is not then engaged by each Company as its certified public accounting
firm for purposes of auditing its financial statements, such other "Big Five"
accounting firm as the Tax Contest Committee shall select by lot (the
"Accounting Firm"). The Accounting Firm shall furnish written notice (the
"Accounting Firm Notice") to the parties of its resolution of any such Dispute
as soon as practical, but in any event no later than 45 days after its
acceptance of the matter for resolution, with such notice to set forth in
writing the grounds and reasoning underlying the Accounting Firm's decision.
Each party shall pay its own fees and expenses (including the fees and expenses
of its representatives) incurred in connection with the referral of the matter
to the Accounting Firm. All fees and expenses of the Accounting Firm in
connection with such referral shall be shared equally by the New Fluor Group and
the Parent Group.  Notwithstanding any decision of the Accounting Firm, each
party shall retain its rights to seek a judicial resolution of (and/or any
available judicial remedies with respect to) any Dispute or any other matter
under this Agreement, it being understood that any party may seek such judicial
resolution or remedies at any time, whether before or after submission of a
Dispute to the Accounting Firm.  If any such judicial action with respect to a
Dispute is commenced prior to the submission of the matter for resolution by the
Accounting Firm, or if submitted, prior to  the Accounting Firm rendering its
decision, the Dispute shall not be submitted to the Accounting Firm or the
Accounting Firm shall cease activity on the Dispute without rendering a decision
(whichever may be applicable).  All offers, promises, conduct and statements,
whether oral or written, made in the course of any submission of the Dispute to
the Accounting Firm by either party or the Accounting Firm or their respective
agents, members, managers, directors, officers, employees, experts or attorneys,
will be confidential, privileged and inadmissible for any purpose, including
impeachment, in any judicial proceedings related to the Dispute, provided,
however, that otherwise admissible or discoverable evidence will not be rendered
inadmissible or non-discoverable as a result of its use in any such submission
to the Accounting Firm.

     (b) Governing Law .  This Agreement and the transactions contemplated
hereby shall be construed in accordance with, and governed by, the Laws of the
State of New York without reference to choice of Law principles.

     (c) Consent to Jurisdiction.  Each of the parties hereto hereby irrevocably
submits to the nonexclusive jurisdiction of any United States Federal or New
York State court

                                       41
<PAGE>

sitting in New York County in any action or proceeding arising out of or
relating to this Agreement, and irrevocably agrees that all claims in respect of
any such action or proceeding may be heard and determined in any such United
States Federal or New York State court. Each of the parties hereto agrees to
commence any action, suit or proceeding relating hereto either in the United
States District Court for the Southern District of New York or, if for
jurisdictional reasons such suit, action or other proceeding may not be brought
in such court, in the Supreme Court of the State of New York, New York County.
Each of the parties hereto further agrees that service of any process, summons,
notice or document by United States registered mail to such party's respective
address set forth in Section 18.01 shall be effective service of process for any
action, suit or proceeding in the State of New York with respect to any matters
to which it has submitted to jurisdiction as set forth above in the immediately
preceding sentence. Each of the parties hereto irrevocably and unconditionally
waives any objection to the laying of venue of any action, suit or proceeding
arising out of this Agreement or the transactions contemplated hereby in (i) the
Supreme Court of the State of New York, New York County or (ii) the United
States District Court for the Southern District of New York, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.

     (iv) Attorneys' Fees.  In the event any party to this Agreement brings an
action or proceeding for the breach or enforcement of this Agreement, the
prevailing party in such action or proceeding, whether or not such action or
proceeding proceeds to final judgment, shall be entitled to recover as an
element of its costs, and not as damages, such reasonable attorneys' fees as may
be awarded in the action, proceeding or appeal in addition to whatever other
relief the prevailing party may be entitled.  For purposes of this Section, the
"prevailing party" shall be the party who is entitled to recover its costs; a
party not entitled to recover its costs shall not recover attorneys' fees.  As
used herein the term "attorneys' fees" shall not include the cost of "in-house"
attorneys of any party.

     Section 16.  Intentionally Omitted.

     Section 17.  Expenses. Except as otherwise provided herein, each party and
its Affiliates shall bear their own expenses incurred in connection with
preparation of Tax Returns, Tax Contests, and other matters related to Taxes
under the provisions of this Agreement, provided, however, that (i) Parent shall
bear all expenses reasonably incurred by New Fluor or its Affiliates with
respect to the portion of any Tax Contest that is directly and exclusively
related to any Parent Adjustment and (ii) New Fluor shall bear all expenses
reasonably incurred by Parent or its Affiliates with respect to the portion of
any Tax Contest that is directly and exclusively related to any New Fluor
Adjustment. For purposes of this Agreement, expenses shall include out-of-pocket
expenses, but shall not include employee and other "in-house" resource costs.

     Section 18.  General Provisions.

     18.01  Addresses and Notices. Any notice, demand, request or report
(collectively, a "Notice") required or permitted to be given or made to any
party under this Agreement to another party shall be in writing and shall be
deemed given or made (i) on the date of delivery, if delivered in person to a
party at such party's address as specified hereunder by Federal Express, United
Parcel Service or other nationally recognized courier service; or (ii) two days
following

                                       42
<PAGE>

the date on which the Notice is sent, if sent by first class mail return receipt
requested, postage prepaid and properly addressed to the party's address as
specified hereunder; or (iii) upon receipt of confirmation of transmission if
transmitted by facsimile to the facsimile number specified hereunder, in each
case to the relevant party's address and to the attention of the General Counsel
and the Chief Financial Officer (one copy to each) as follows:


     If to Parent or    Massey Energy Company
     A.T. Massey:       4 North 4th Street
                        Richmond, VA 23219

                        Att'n: General Counsel
                        Facsimile:  (804) 788-1804

                        Att'n:  Chief Financial Officer
                        Facsimile (804) 788-1853


     If to New Fluor:   Fluor Corporation
                        One Enterprise Drive
                        Aliso Viejo, CA 92656-2606

                        Att'n: General Counsel
                        Facsimile:  (949) 349-5454

                        Att'n:  Chief Financial Officer
                        Facsimile:  (949) 349-5525

A party may change the address and/or facsimile number for receiving Notices
under this Agreement by providing written notice of the change of address to the
other party.

     18.02  Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.  Neither party may assign all or any part of its rights or interests
under this Agreement or delegate all or any part of its duties under this
Agreement without the express prior written consent of the other party. Nothing
contained in this Agreement, express or implied, is intended to confer upon any
person or entity, other than the parties hereto, their Affiliates and their
successors and assigns, any rights or remedies under or by reason of this
Agreement.

     18.03  Waiver. No failure by any party to insist upon the strict
performance of any obligation under this Agreement or to exercise any right or
remedy under this Agreement shall constitute a waiver of any such obligation,
right, or remedy or of any other obligations, rights, or remedies under this
Agreement.

     18.04.   Invalidity of Provisions. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained herein shall
not be affected thereby.

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<PAGE>

     18.05  Further Action.  The parties shall execute and deliver all
documents, provide all information, and take or refrain from taking action as
may be necessary or appropriate to achieve the purposes of this Agreement.

     18.06  Integration. This Agreement constitutes the entire agreement among
the parties pertaining to the subject matter of this Agreement and supersedes
all prior agreements and understandings pertaining thereto. In the event of any
inconsistency between this Agreement and the Distribution Agreement or any other
agreements relating to the transactions contemplated by the Distribution
Agreement, the provisions of this Agreement shall control.

     18.07  Construction.  The language in all parts of this Agreement shall in
all cases be construed according to its fair meaning and shall not be strictly
construed for or against any party.

     18.08  No Double Recovery; Subrogation.  No provision of this Agreement
shall be construed to provide an indemnity or other recovery for any costs,
damages, or other amounts for which the damaged party has been fully compensated
under any other provision of this Agreement or under any other agreement or
action at Law or equity. A party shall not be required to exhaust all remedies
available under other agreements or at Law or equity before recovering under the
remedies provided in this Agreement. Subject to any limitations provided in this
Agreement, a party making a payment hereunder to or for the benefit of another
party shall be subrogated to all rights of the other party for recovery from any
third party.

     18.09  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which, taken
together, shall constitute one and the same instrument.

     18.10  Amendments.  This Agreement may be amended, modified or supplemented
only by a written agreement signed by the parties hereto.


                            [SIGNATURE PAGE FOLLOWS]

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<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers as of the date set forth above.

                              FLUOR CORPORATION
                              (to be named "Massey Energy Company"
                              following the Distribution)


                              By:  ___________________________
                              Name:
                              Title:



                              FLUOR CORPORATION


                              By:  ___________________________
                              Name:
                              Title:


                              A.T. MASSEY COAL COMPANY, INC.


                              By:  ___________________________
                              Name:
                              Title:

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