<PAGE>

                                                                   EXHIBIT 10.13

     FLUOR CORPORATION
     Amended and Restated Fluor Executives' Supplemental Benefit Plan
     Plan Document

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                             AMENDED AND RESTATED
                  FLUOR EXECUTIVES' SUPPLEMENTAL BENEFIT PLAN

     The purpose of this Fluor Executives' Supplemental Benefit Plan, amended
     and restated effective as of May 1, 1999, is to provide specified benefits
     to a select group of management and highly paid executives of Fluor
     Corporation, a Delaware corporation, and its subsidiaries, if any, that
     sponsor the Plan (collectively with the Trust (as defined below), the
     "Company"), in accordance with the following terms and conditions:

     1.   Definitions. For purposes of this Plan, unless otherwise clearly
          apparent from the context, the following phrases or terms (and their
          related meanings) shall have the following indicated meanings:

          (a)  "Administrative Committee" shall mean the Administrative
               Committee appointed pursuant to Section 9 below.

          (b)  "Administrator" shall have the meaning set forth in Section 9
               below.

          (c)  "Adverse Change in Employment Condition" shall mean, with respect
               to an Executive, any of the following:

               (i)    The Executive experiences a Termination of Employment for
                      any reason other than a voluntary resignation.

               (ii)   The Executive experiences any material change of his or
                      her duties with a material reduction in his or her
                      responsibilities or compensation.

               (iii)  The Executive experiences any mandatory change in the
                      geographic location of his or her principal place of
                      business with a reduction in his or her compensation.

               (iv)   The Executive experiences any obvious bad faith by the
                      Company in dealing with his or her employment conditions.

          (d)  "Approved Early Retirement" shall mean, with respect to an
               Executive, severance from employment with the Company for reasons
               other than death prior to Normal Retirement that the board of
               directors of the Company or, upon and after a Change in Control
               Event, the Administrator has determined pursuant to this Plan is
               an Approved Early Retirement.

          (e)  "Beneficiary" shall mean the person or persons designated as such
               in accordance with Section 7.

          (f)  "Beneficiary Designation Form" shall mean the form established
               from time to time by the Committee that an Executive completes,
               signs and returns to the Committee to designate one or more
               Beneficiaries.

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<PAGE>

     FLUOR CORPORATION
     Amended and Restated Fluor Executives' Supplemental Benefit Plan
     Plan Document

================================================================================

          (g)  "Benefit" shall mean, with respect to an Executive, the
               Executive's Pre-Retirement Death Benefit, Retirement Benefit,
               Disability Benefit, Joint and Survivor Insurance Coverage Benefit
               or Change in Control Benefit, as determined in accordance with
               Section 6.

          (h)  A "Change in Control Event" shall occur if:

               (i)   any shareholder or "group" as defined in Section 13(d)(3)
                     of the Securities Exchange Act of 1934, directly or
                     indirectly acquires 25% or more of the voting power of the
                     then outstanding securities of the Company that are
                     entitled to vote generally for the election on the
                     Company's directors as appropriate (the "Voting
                     Securities"); or

               (ii)  as the direct or indirect result of, or in connection with,
                     a reorganization, merger, cash tender, share exchange or
                     consolidation (a "Business Combination"), a contested
                     election of directors, or any combination of these
                     transactions, the persons who were directors of the Company
                     cease to constitute a majority of the Company's board of
                     directors, or any successor's board of directors.

          (i)  "Company" shall mean Fluor Corporation, a Delaware corporation,
               and its subsidiaries, if any, which sponsor the Plan.
               Notwithstanding the foregoing, if the context so requires,
               "Company" shall also mean the Trust.

          (j)  "Death Benefit" shall mean, with respect to an Executive, the
               Executive's Pre-Retirement Death Benefit or Post-Retirement Death
               Benefit, as the case may be.

          (k)  "Disability" or "Disabled" shall mean, with respect to an
               Executive, the period of time during which the Executive
               qualifies for permanent disability benefits under the Company's
               long-term disability plan or, if the Executive does not
               participate in such a plan, a period of disability during which
               the Executive would have qualified for permanent disability
               benefits under such a plan had the Executive been a participant,
               as determined in the sole discretion of the Administrator. If the
               Company does not sponsor such a plan, or discontinues to sponsor
               such a plan, Disability shall be determined by the Administrator
               in its sole discretion.

          (l)  "Employment" shall mean full-time or substantially full-time
               employment by the Company or any Subsidiary of the Company,
               including any approved leave of absence.

          (m)  "Endorsement" shall mean, with respect to an Executive, the
               endorsement, in favor of the Executive and contained in the
               Policy, in the amounts set forth in Schedule A-1 and A-2 of
               Section 2 of the Executive's Plan Agreement, and in a form
               acceptable to the Insurer, entitling the Executive to designate a
               Beneficiary to receive the Executive's Pre-Retirement Death
               Benefit, if any, from the Policy. Notwithstanding any other
               provision of this Plan that may be construed to the contrary, the
               Endorsement shall be null and void and of no further effect upon
               and after the Endorsement Termination Date.

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     FLUOR CORPORATION
     Amended and Restated Fluor Executives' Supplemental Benefit Plan
     Plan Document

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          (n)  "Endorsement Termination Date" shall mean the date on which
               occurs the first of the following events:

               (i)    The Executive Retires.

               (ii)   The Executive experiences a Termination of Employment.

               (iii)  The second anniversary of the date the Executive
                      experiences a Disability;

               (iv)   The Executive experiences an Adverse Change in Employment
                      Condition upon or after a Change in Control Event.

               (v)    The Plan is terminated by the Executive or the Company in
                      accordance with Section 12.

               (vi)   The Executive elects to receive the Joint and Survivor
                      Insurance Coverage Benefit in accordance with Section
                      6(d).

          (o)  "Executive" shall mean an employee of the Company, or any
               Subsidiary of the Company, who is selected by the Administrator
               to participate in this Plan, and who enters into a Plan Agreement
               and completes a Beneficiary Designation Form accepted by the
               Administrator.

          (p)  "Fluor Joint and Survivor Split Dollar Insurance Plan" shall mean
               that certain Fluor Corporation Joint and Survivor Split Dollar
               Life Insurance Plan.

          (q)  "Form of Retirement Benefit" shall mean, with respect to an
               Executive, the Post-Retirement Death Benefit, the Lump Sum
               Benefit or the Salary Continuation Benefit as set forth in
               Section 6(c).

          (r)  "Insurer" shall mean, as to each Executive, the insurer(s)
               specified in his or her Plan Agreement.

          (s)  "Lump Sum Benefit", with respect to an Executive at a particular
               age, shall have the following meanings:

               (i)    For (a) a Normal Retirement, or (b) an Approved Early
                      Retirement or Change in Control Benefit at age fifty-five
                      (55) or older, the Executive's Lump Sum Benefit shall be
                      the amount set forth as such in Schedule B of Section 2 of
                      the Executive's Plan Agreement.

               (ii)   For an Approved Early Retirement or Change in Control
                      Benefit at age fifty-four (54) or younger, the Executive's
                      Lump Sum Benefit shall be equal to the Lump Sum Benefit
                      set forth as such in Schedule B of Section 2 of the
                      Executive's Plan Agreement for an Approved Early
                      Retirement at age fifty-five (55), discounted at a rate
                      equal to 7.5% per annum, compounded, for each year that
                      the Executive is younger than age fifty-five (55),
                      including any partial year.

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     FLUOR CORPORATION
     Amended and Restated Fluor Executives' Supplemental Benefit Plan
     Plan Document

================================================================================

          (t)  "Normal Retirement" shall mean, with respect to an Executive,
               severance from employment with the Company on or after the date
               upon which he or she attains age sixty-five (65) for any reason,
               other than leave of absence, death or Disability.

          (u)  "Plan" shall mean the Amended and Restated Fluor Executives'
               Supplemental Benefit Plan, which shall be evidenced by this
               instrument and by each Plan Agreement, as they may be amended
               from time to time.

          (v)  "Plan Agreement" shall mean, with respect to an Executive, a
               written agreement, as may be amended from time to time, which is
               entered into by and between the Company and an Executive. Each
               Plan Agreement shall provide for the entire benefit to which such
               Executive is entitled under the Plan; should there be more than
               one Plan Agreement, the Plan Agreement bearing the latest date of
               execution by the Company shall supersede all previous Plan
               Agreements in their entirety and shall govern such entitlement.
               The terms of any Plan Agreement may be different for any
               Executive, and any Plan Agreement may provide additional benefits
               not set forth in the Plan or limit the benefits otherwise
               provided under the Plan; provided, however, that any such
               additional benefits or benefit limitations must be agreed to by
               both the Company and the Executive.

          (w)  "Policy" shall mean that policy of life insurance as described in
               Section 2 below.

          (x)  "Post-Retirement Death Benefit" shall mean, with respect to an
               Executive, the death proceeds payable by the Company (rather than
               under the Policy by the Insurer) to the Executive's Beneficiary,
               in the amounts set forth in Schedule B of Section 2 of the
               Executive's Plan Agreement. Neither the Company nor the Executive
               shall be responsible in any way for the tax status of the Post-
               Retirement Death Benefit.

          (y)  "Premium" shall mean, as to any particular time, the premium as
               determined under the terms of the Policy.

          (z)  "Pre-Retirement Death Benefit" shall mean, with respect to an
               Executive, the death proceeds payable under the Policy by the
               Insurer to the Executive's Beneficiary, in the amounts set forth
               in the Endorsement. Neither the Company nor the Executive shall
               be responsible in any way for the tax status of the Pre-
               Retirement Death Benefit.

          (aa) "Retirement", "Retires", or "Retired" shall mean, with respect to
               an Executive, severance from employment with the Company on
               account of his or her Normal Retirement or Approved Early
               Retirement, as the case may be.

                                       4
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     FLUOR CORPORATION
     Amended and Restated Fluor Executives' Supplemental Benefit Plan
     Plan Document

================================================================================

          (bb) "Salary Continuation Benefit", with respect to an Executive at a
               particular age, shall have the following meanings:

               (i)   For (a) a Normal Retirement or (b) an actual Approved Early
                     Retirement at age fifty-five (55) or older, the Executive's
                     Salary Continuation Benefit shall be the amount set forth
                     as such in Schedule B of Section 2 of such Executive's Plan
                     Agreement.

               (ii)  For an actual Approved Early Retirement at age fifty-four
                     (54) or younger, an Executive's Salary Continuation shall
                     be equal to the Salary Continuation Benefit set forth as
                     such in Schedule B of Section 2 of such Executive's Plan
                     Agreement for an Approved Early Retirement at age fifty-
                     five (55), discounted at a rate equal to 7.5% per annum,
                     compounded, for each year that the Executive is younger
                     than age fifty-five (55), including any partial year.

          (cc) "Subsidiary" shall mean any corporation, partnership, limited
               liability company, venture or other entity in which the Company
               has at least a 50% equity ownership interest.

          (dd) "Termination of Employment" shall mean, with respect to an
               Executive, the severing of employment with the Company,
               voluntarily or involuntarily, for any reason other than
               Retirement, Disability, death or an authorized leave of absence.

          (ee) "Trust" shall mean the trust established pursuant to that certain
               Master Trust Agreement, dated as of _______, 19__, between the
               Company and the trustee named therein, as amended from time to
               time.

          (ff) "Year" shall mean a period of twelve (12) consecutive calendar
               months.

     2.   Acquisition of Policy; Ownership of Insurance; Enrollment
          Requirements.

          (a)  Acquisition of Policy; Ownership of Insurance. The parties to
               this Plan shall cooperate in applying for and obtaining the
               Policy. The Policy shall be issued to the Company as its sole and
               exclusive owner, subject to the Endorsement in favor of the
               Executive.

          (b)  Enrollment Requirements. As a condition of participation, each
               selected Executive must complete, execute and return a Plan
               Agreement and a Beneficiary Designation Form to the
               Administrator. In addition, the Administrator (or the
               Administrator, upon and after a Change in Control Event) shall
               establish from time to time such other enrollment requirements as
               it determines, in its sole discretion, are necessary.

          (c)  Executive's and Beneficiary's Tax Liability. The Executive
               acknowledges that, prior to the Endorsement Termination Date,
               under current law, he or she shall have taxable income equal to
               the value of the "economic benefit" derived by the Executive from
               the Policy's insurance protection, as determined for Federal
               income tax purposes under Revenue Rulings 64-238 and 66-110. The
               Executive further acknowledges that, under current law, he or she
               and/or his or her Beneficiary shall have taxable income equal to
               the economic value of any Benefits to which he or she or his or
               her Beneficiary become entitled to receive under the Plan after
               the Endorsement Termination Date.

                                       5
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     FLUOR CORPORATION
     Amended and Restated Fluor Executives' Supplemental Benefit Plan
     Plan Document

================================================================================

     3.   Premium Payments. Prior to the Endorsement Termination Date, the
          Company shall pay to the Insurer each Premium on or before the date
          that it is due. In the event that the Company fails to pay a Premium,
          or a portion thereof, the Executive may pay, but is not required to
          pay, such Premium or portion thereof, and the Company shall
          immediately reimburse the Executive for any amount so paid. Upon and
          after the Endorsement Termination Date, the Company shall be entitled
          to exercise all of the rights of the owner under the Policy, including
          the right in its sole and absolute discretion to pay or not to pay
          additional Premiums when due in order to keep the Policy in force for
          the sole benefit of the Company. Therefore, upon and after the
          Endorsement Termination Date, the Executive shall have no right to be
          reimbursed by the Company for any subsequent payment of Premiums by
          the Executive to the Insurer.

     4.   Rights and Interests in the Policy.

          (a)  Rights of Company. Except for those rights granted to the
               Executive in the Endorsement pursuant to Section 4(b) below, the
               Company shall have all of the rights of the owner under the
               Policy and shall be entitled to exercise all of such rights,
               options and privileges without the consent of the Executive;
               provided, however, the Company agrees not to exercise any right
               to surrender the Policy before the Endorsement Termination Date.

          (b)  Endorsement and Endorsement Termination Date. The Endorsement to
               the Policy, as specified in Schedules A-1 and A-2 of Section 2 of
               the Plan Agreement, shall be in full force and effect prior to
               the Endorsement Termination Date. The Endorsement while in effect
               shall grant to the Executive the right to designate a Beneficiary
               under the Policy to receive the Executive's Pre-Retirement Death
               Benefit, and to change such designation at any time. Upon and
               after the Endorsement Termination Date: the Endorsement shall be
               immediately null, void and of no further effect; the interest of
               the Executive in the Policy shall irrevocably terminate; no
               further benefits shall be due the Executive or his or her
               Beneficiary under the Policy; and the Executive shall have no
               further right to designate a Beneficiary under the Policy.

          (c)  Conflict. As between the parties hereto, in the event of conflict
               between the terms of the Endorsement and this Plan, the terms of
               this Plan shall prevail. The Insurer shall be bound, however,
               only by the terms of the Policy and any Endorsement thereto, and
               shall not be required to pay any amounts to any person in excess
               of its obligations under the terms of the Policy.

          (d)  Collection of Policy Proceeds and Source of Payment of Death
               Benefit.

               (i)  If the Executive dies while employed by the Company, and a
                    Pre-Retirement Death Benefit is due under Section 6(f), the
                    following steps shall occur promptly following the
                    Executive's death: (A) the Company and the Executive's
                    Beneficiary shall take all steps necessary to collect the
                    gross proceeds under the Policy; (B) the Insurer shall pay
                    the Executive's Pre-Retirement Death Benefit to his or her
                    Beneficiary as specified in Schedule C of the Plan
                    Agreement; and (C) the Insurer shall pay to the Company the
                    amount, if any, by which the gross proceeds under the Policy
                    exceed the Pre-Retirement Death Benefit.

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     FLUOR CORPORATION
     Amended and Restated Fluor Executives' Supplemental Benefit Plan
     Plan Document

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               (ii)  If the Executive dies after Retirement, and a Post-
                     Retirement Death Benefit is due under Section 6(c)(i), the
                     following steps shall occur promptly following the
                     Executive's death: (A) the Company and the Executive's
                     Beneficiary shall take all steps necessary to collect the
                     gross proceeds, if any, under the Policy; (B) the Insurer
                     shall pay the gross proceeds, if any, under the Policy to
                     the Company; and (C) the Company shall pay the Executive's
                     Post-Retirement Death Benefit to the Executive's
                     Beneficiary.

               (iii) If the Executive dies, and no Death Benefit is due under
                     Section 6(f) or Section 6(c)(i), the following steps shall
                     occur promptly following the Executive's death: (A) the
                     Company and the Executive's Beneficiary shall take all
                     steps necessary to collect the gross proceeds, if any,
                     under the Policy; (B) the Insurer shall pay the gross
                     proceeds, if any, under the Policy to the Company; and (C)
                     neither the Insurer or the Company shall pay any death
                     benefit to the Executive's Beneficiary.

     5.   Insurer. The Insurer is not a party to this Plan, shall in no way be
          bound by or charged with notice of its terms, and is expressly
          authorized to act only in accordance with the terms of the Policy. The
          Insurer shall be fully discharged from any and all liability under the
          Policy upon payment or other performance of its obligations in
          accordance with the terms of the Policy.

     6.   Benefits.

          (a)  One Benefit. Notwithstanding any other provision of this Plan
               that may be construed to the contrary, in no event shall an
               Executive or his or her Beneficiary or both receive more than one
               Benefit under this Plan.

          (b)  Retirement Benefit Elections. Subject to the Executive's
               continuous employment from the effective date of his or her Plan
               Agreement until his or her Retirement, the Executive shall have
               the right to elect one Form of Retirement Benefit set forth in
               Section 6(c) below; provided, however, that notwithstanding any
               other provision of this Plan that may be construed to the
               contrary, in no event shall an Executive or his or her
               Beneficiary or both receive more than one Form of Retirement
               Benefit under this Plan. The Executive's elections shall be
               governed by the provisions set forth in this Section 6(b).

               (i)   Elections In General; Default Election. An Executive, in
                     connection with his or her commencement of participation in
                     the Plan, shall do one of the following: (a) the Executive
                     shall elect on his or her Plan Agreement to receive one (1)
                     Form of Retirement Benefit set forth in Section 6(c) in the
                     event of his or her Retirement; or (b) the Executive may
                     decline to make an election under clause (a) until the last
                     day of the Year preceding the Year in which Retirement
                     occurs. A Form of Retirement Benefit selected in the event
                     of Normal Retirement may be the same as or different than
                     the Form of Retirement Benefit selected in the event of an
                     Approved Early Retirement. If an Executive does not make
                     any election with respect to the Form of Retirement
                     Benefit, or fails to make a timely election after deferring
                     an election according to the clause (b) above, then the
                     Executive shall be deemed to have elected the Post-
                     Retirement Death Benefit as his or her Form of Retirement
                     Benefit.

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     FLUOR CORPORATION
     Amended and Restated Fluor Executives' Supplemental Benefit Plan
     Plan Document

================================================================================

               (ii)  Changing Elections; Time before Retirement. An Executive
                     may change and of his or her Form of Retirement Benefit to
                     an allowable alternative Form of Retirement Benefit by
                     submitting a new Plan Agreement to the Administrator,
                     provided that any such Plan Agreement is submitted at least
                     one (1) Year prior to the date of the Executive's
                     Retirement. Subject to the preceding sentence and Section
                     6(b)(iii) below, the Plan Agreement most recently accepted
                     by the Administrator shall determine which Form of
                     Retirement Benefit under Section 6(c) shall be received by
                     the Executive.

               (iii) Special Rule for Approved Early Retirement. If the
                     Executive experiences an Approved Early Retirement, the
                     Administrator may, in its sole discretion, choose to
                     override any election the Executive has made to the
                     contrary and provide the Executive the Post-Retirement
                     Death Benefit as his or her Form of Retirement Benefit.

          (c)  Form of Retirement Benefit. The Form of Retirement Benefit and
               its payment shall be as follows:

               (i)   Post-Retirement Death Benefit. If the Executive elects to
                     receive the Post-Retirement Death Benefit as the Form of
                     Retirement Benefit, the Executive shall receive continued
                     coverage under the Plan (but not the Policy) after his or
                     her Retirement. The Executive's Post-Retirement Death
                     Benefit shall be paid to his or her Beneficiary upon the
                     Executive's death in a lump sum in accordance with Section
                     4(d). The lump sum payment shall be made no later than six
                     (6) months after the date the Administrator is provided
                     with proof that is satisfactory to the Administrator of the
                     Executive's death. The Executive acknowledges that his or
                     her Beneficiary will be considered to have taxable
                     compensation income that is equal in amount to the Death
                     Benefit. The Executive's Plan Agreement shall terminate
                     when the Post-Retirement Death Benefit is paid to the
                     Executive's Beneficiary.

               (ii)  Lump Sum Benefit. If the Executive elects to receive the
                     Lump Sum Benefit as the Form of Retirement Benefit, the
                     Executive's Lump Sum Benefit shall be paid to the Executive
                     no later than six (6) months after the date of the
                     Executive's Retirement. The Executive acknowledges that,
                     under current tax law, he or she will be considered to have
                     taxable compensation income on such payment date in an
                     amount equal to the Lump Sum Benefit. The Executive's Plan
                     Agreement shall terminate when the Lump Sum Benefit is paid
                     to the Executive.

               (iii) Salary Continuation Benefit. If the Executive elects to
                     receive the Salary Continuation Benefit as the Form of
                     Retirement Benefit, the Executive shall be paid his or her
                     Salary Continuation Benefit in 120 equal payments over a
                     period of 120 months, which payments shall commence no
                     later than six (6) months after

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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document

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     the date of the Executive's Retirement. Notwithstanding any provision of
     this Plan that may be construed to the contrary, if an Executive who elects
     the Salary Continuation Benefit provided for by this Section 6(c)(iii) dies
     after his or her Retirement but before his or her Salary Continuation
     Benefit is paid in full, the Executive's unpaid Salary Continuation Benefit
     payments shall continue and shall be paid to the Executive's Beneficiary
     over the remaining number of months and in the same amounts as the Salary
     Continuation Benefit payments would have been paid to the Executive had the
     Executive survived. The Executive acknowledges that he or she and/or his or
     her Beneficiary will be considered to have taxable compensation income
     attributable to the Salary Continuation Benefit payments under this Section
     6(c)(iii). The Executive's Plan Agreement shall terminate when the final
     Salary Continuation Benefit payment is made to the Executive or the
     Executive's Beneficiary.

(d)  Joint and Survivor Insurance Coverage Benefit. Subject to Section 6(a)
     above, the Executive may at any time up to the Endorsement Termination
     Date, in a form and manner acceptable to the Administrator, elect to
     receive the Joint and Survivor Insurance Coverage Benefit in lieu of any
     other Benefit under this Plan. If the Executive elects to receive the
     Benefit in the form of the Joint and Survivor Insurance Coverage Benefit,
     the Executive shall receive joint and survivor insurance coverage under the
     Fluor Joint and Survivor Split Dollar Insurance Plan in lieu of any other
     Benefit under this Plan, in which event the Endorsement Termination Date
     shall occur and the Executive's Plan Agreement shall immediately terminate
     pursuant to Section 7(f).

(e)  Disability Benefit. In the event that the Administrator determines that the
     Executive has experienced a Disability, then, regardless of any election by
     the Executive to the contrary and except as otherwise provided in this
     Section 6(e), the only Benefit payable with respect to such Executive shall
     the Pre-Retirement Death Benefit; provided, however, that such Benefit
     shall be payable as a Disability Benefit pursuant to this Section 6(e) only
     if the Executive dies on or before the second anniversary of the date he or
     she becomes Disabled (the "Second Anniversary Date"). After the Second
     Anniversary Date, the obligation of the Company to provide any Benefit
     whatsoever with regard to such Executive under this Plan shall terminate,
     unless the Administrator determines that the Executive's Disability for
     purposes of this Section 6(e) is an Approved Early Retirement. If the
     Administrator so determines, the Executive shall be deemed to have
     experienced an Approved Early Retirement on the Second Anniversary Date. In
     such case, the Administrator may in its sole discretion elect to provide
     such an Executive with the Post-Retirement Death Benefit as the Form of
     Retirement Benefit, in accordance with Section 6(b)(iii). If applicable,
     the Executive shall be deemed for purposes of the calculation of the Lump
     Sum Benefit or Salary Continuation Benefit to be Retiring on the Second
     Anniversary Date.

(f)  Pre-Retirement Death Benefit. If the Executive dies prior to the
     Endorsement Termination Date and prior to experiencing a Termination of
     Employment, then his or her Pre-Retirement Death Benefit shall be paid
     pursuant to Section 4(d). The Pre-Retirement

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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document

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     Death Benefit shall be paid to his or her Beneficiary no later than six (6)
     months after the date the Administrator is provided with proof, that is
     satisfactory to the Insurer and the Administrator, of the Executive's
     death.

(g)  Change in Control Benefit. If the Executive experiences an Adverse Change
     of Employment Condition within thirty six (36) months following a Change in
     Control Event, as determined by the Administrator in its sole discretion,
     the Executive shall be deemed to have experienced an Approved Early
     Retirement as of the date of such Adverse Change of Employment Condition;
     provided, however, that, notwithstanding the Executive's election, the Form
     of Retirement Benefit for purposes of this Section 6(g) shall be the Lump
     Sum Benefit.

7.   Beneficiary Designation.

     (a)  Beneficiary. Each Executive shall have the right, at any time, to
          designate his or her Beneficiary(ies) (both primary as well as
          contingent) to receive any benefits payable under the Plan to a
          beneficiary upon the death of an Executive. The Beneficiary designated
          under this Plan may be the same as or different from the Beneficiary
          designation under any other plan of the Company in which the Executive
          participates.

     (b)  Beneficiary Designation; Change; Spousal Consent. An Executive shall
          designate his or her Beneficiary by completing and signing the
          Beneficiary Designation Form, and returning it to the Administrator or
          its designated agent. An Executive shall have the right to change a
          Beneficiary by completing, signing and otherwise complying with the
          terms of the Beneficiary Designation Form and the Administrator's
          rules and procedures, as in effect from time to time. If the Executive
          names someone other than his or her spouse as a Beneficiary, a spousal
          consent, in the form designated by the Administrator, must be signed
          by that Executive's spouse and returned to the Administrator. Upon the
          acceptance by the Administrator of a new Beneficiary Designation Form,
          all Beneficiary designations previously filed shall be canceled. The
          Administrator shall be entitled to rely on the last Beneficiary
          Designation Form filed by the Executive and accepted by the
          Administrator prior to his or her death.

     (c)  Acknowledgment. No designation or change in designation of a
          Beneficiary shall be effective until received and acknowledged in
          writing by the Administrator or its designated agent.

     (d)  No Beneficiary Designation. If an Executive fails to designate a
          Beneficiary as provided in Sections 7(a), 7(b) and 7(c) above, or if
          all designated Beneficiaries predecease the Executive or die prior to
          complete distribution of the Executive's benefits, then the
          Executive's designated Beneficiary shall be deemed to be his or her
          surviving spouse. If the Executive has no surviving spouse, the
          benefits remaining under the Plan to be paid to a Beneficiary shall be
          payable to the executor or personal representative of the Executive's
          estate.

                                       10
<PAGE>

FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document

================================================================================

     (e)  Doubt as to Beneficiary. If the Administrator has any doubt as to the
          proper Beneficiary to receive payments pursuant to this Plan, the
          Administrator shall have the right, exercisable in its discretion, to
          withhold such payments until this matter is resolved to the
          Administrator's satisfaction.

     (f)  Discharge of Obligations. The payment of benefits under the Plan to a
          Beneficiary shall fully and completely discharge the Company from all
          further obligations under this Plan with respect to the Executive, and
          that Executive's Plan Agreement shall terminate upon such full payment
          of benefits.

8.   Administration of Plan.

     (a)  Prior to a Change in Control Event. Prior to a Change in Control
          Event, this Plan shall be administered by an Administrative Committee
          comprised of three (3) or more persons appointed by the Company's
          board of directors. Members of the Administrative Committee may be
          Executives under this Plan. The Administrative Committee shall also
          have the discretion and authority to (i) make, amend, interpret, and
          enforce all appropriate rules and regulations for the administration
          of this Plan and (ii) decide or resolve any and all questions
          including interpretations of this Plan, as may arise in connection
          with the Plan. Any individual serving on the Administrative Committee
          who is an Executive shall not vote or act on any matter relating
          solely to himself or herself.

     (b)  Upon and After a Change in Control Event. For purposes of this Plan,
          the Company shall be the "Administrator" at all times prior to the
          occurrence of a Change in Control Event. Upon and after the occurrence
          of a Change in Control Event, the "Administrator" shall be an
          independent third party selected by the individual who, immediately
          prior to such event, was the Company's Chief Executive Officer or, if
          not so identified, the Company's highest ranking officer (the "Ex-
          CEO"). The Administrator shall have the discretionary power to
          determine all questions arising in connection with the administration
          of the Plan and the interpretation of the Plan including, but not
          limited to benefit entitlement determinations. When making a
          determination or calculation, the Administrator shall be entitled to
          rely on information furnished by an Executive or the Company. Upon and
          after the occurrence of a Change in Control Event the Company must:
          (i) pay all reasonable administrative expenses and fees of the
          Administrator; (ii) indemnify the Administrator against any costs,
          expenses and liabilities including, without limitation, attorney's
          fees and expenses arising in connection with the performance of the
          Administrator hereunder, except with respect to matters resulting from
          the gross negligence or willful misconduct of the Administrator or its
          employees or agents; and (iii) supply full and timely information to
          the Administrator or all matters relating to the Plan, the Executives
          and their Beneficiaries, the date of circumstances of the Normal
          Retirement, Approved Early Retirement, Disability, death or
          Termination of Employment of the Executives, and such other pertinent
          information as the Administrator may reasonably require. Upon and
          after a Change in Control Event, the Administrator may be terminated
          (and a replacement appointed) only by the approval of the Ex-CEO. Upon
          and after a Change in Control Event, the Administrator may not be
          terminated by the Company.

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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document

================================================================================

     (c)  Binding Effect of Decisions. The decision or action of the
          Administrator with respect to any question arising out of or in
          connection with the administration, interpretation and application of
          the Plan and the rules and regulations promulgated hereunder shall be
          final and conclusive and binding upon all persons having any interest
          in the Plan.

     (d)  Indemnity of Administrator. The Company shall indemnify and hold
          harmless the members of the Administrator, and any person to whom
          duties of the Committee may be delegated, against any and all claims,
          losses, damages, expenses or liabilities arising from any action or
          failure to act with respect to this Plan, except in the case of
          willful misconduct by the Administrator, any of its members, or any
          such person.

     (e)  Information. To enable the Administrator to perform its functions, the
          Company shall supply full and timely information to the Administrator
          on all matters relating to the compensation of its Executives, the
          date and circumstances of the Normal Retirement, Approved Early
          Retirement, Disability, death or Termination of Employment of its
          Executives, and such other pertinent information as the Administrator
          may reasonably require.

9.   Plan; Named Fiduciary; Claims Procedure.

     (a)  Plan. This Plan is part of the Fluor Corporation Amended and Restated
          Executive's Supplemental Benefit Plan, and is comprised of the Plan
          described in this instrument plus all Plan Agreements that so
          reference their association with the Plan.

     (b)  Fiduciary. The Company is the named fiduciary of the Plan for purposes
          of this Plan.

     (c)  Claims Procedure. The following claims procedure shall be followed in
          handling any benefit claim under this Plan and the Plan Agreement:

          (i)  The Executive, or his or her Beneficiary, if he or she is dead
               (the "Claimant"), shall file a claim for benefits by notifying
               the Company in writing. If the claim is wholly or partially
               denied, the Company shall provide a written notice within ninety
               (90) days specifying the reasons for the denial, the provisions
               of this Plan on which the denial is based, and additional
               material or information, if any, that is necessary for the
               Claimant to receive benefits. Such written notice shall also
               indicate the steps to be taken by the Claimant if a review of the
               denial is desired.

          (ii) If a claim is denied, and a review is desired, the Claimant shall
               notify the Company in writing within sixty (60) days after
               receipt of written notice of a denial of a claim. In requesting a
               review, the Claimant may review Plan documents and submit any
               written issues and comments the Claimant feels are appropriate.
               The Company shall then review the claim and provide a written
               decision within sixty (60) days of receipt of a request for a
               review. This decision shall state the specific reasons for the
               decision and shall include references to specific provisions of
               this Plan, if any, upon which the decision is based.

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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document

================================================================================

10.  Withholding; Income and Employment Taxes.

     (a)  Prior to the Endorsement Termination Date, if the Executive has an
          economic benefit under this Plan, the Company shall withhold from that
          Executive's cash compensation, or the Beneficiary's payment, in a
          manner determined by the Company, the Executive's or Beneficiary's
          share of all federal, state and local income taxes, FICA and other
          employment taxes on such economic benefit.

     (b)  The Company, or the trustee of the Trust, shall withhold from any
          Benefit payments made to an Executive or his or her Beneficiary under
          this Plan all federal, state and local income taxes, FICA and other
          employment taxes required to be withheld by the Company, or the
          trustee of the Trust, in connection with such Benefit payments, in
          amounts and in a manner to be determined in the sole discretion of the
          Company and the trustee of the Trust.

11.  Protective Provisions. The Executive will cooperate with the Company by
     furnishing any and all information requested b the Company in order to
     facilitate the payments of benefits hereunder, taking such physical
     examinations as the Company may deem necessary ad taking such other action
     as may be required by the Company. If any Executive commits suicide during
     the two-year period commencing upon the date of his or her Plan Agreement,
     or if an Executive makes any material misstatements of information or
     nondisclosure of medical history, then no benefits shall be payable
     hereunder, or, in the sole discretion of the Company's board of directors,
     benefits may be payable in a reduced amount.

12.  Amendment of Plan; Termination. This Plan shall not be modified or amended
     except by a writing signed by the Company and the Executive. Except as
     otherwise provided in the next sentence, either party may terminate this
     Plan, and Executive's participation in the Plan, at any time, provided that
     the obligations of the party terminating the Plan and the Plan with respect
     to the Executive are performed in full under the Plan as of the time of the
     termination. Notwithstanding the foregoing and any other provision of this
     Plan that may be construed to the contrary, upon and after a Change in
     Control Event, neither this Plan, nor the Executive's participation in this
     Plan, may be terminated by the Company without the express written consent
     of the Executive, which consent may be unreasonably withheld.

13.  Binding Plan. This Plan shall inure to the benefit of, be binding upon, and
     be enforceable by the heirs, administrators, executors, successors and
     assigns of each party to this Plan.

14.  State Law. This Plan shall be subject to and be construed under the
     internal laws of the State of California, without regard to its conflicts
     of laws principles.

15.  Validity. In case any provision of this Plan shall be illegal or invalid
     for any reason, said illegality or invalidity shall not affect the
     remaining parts of this Plan, but this Plan shall be construed and enforced
     as if such illegal or invalid provision had never been inserted in this
     Plan.

16.  Not a Contract of Employment. The terms and conditions of this Plan shall
     not be deemed to constitute a contract of employment between the Company
     and the Executive. Such employment

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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document

================================================================================

     is hereby acknowledged to be an "at will" employment relationship that can
     be terminated at any time for any reason, with or without cause, unless
     expressly provided in a separate written employment Plan. Nothing in this
     Plan shall be deemed to give the Executive the right to be retained in the
     service of the Company or to interfere with the right of the Company to
     discipline or discharge the Executive at any time.

17.  Notice. Any notice or filing required or permitted to be given under this
     Plan to the Company or to the Insurer shall be sufficient if in writing and
     hand-delivered, or sent by registered or certified mail, to the address
     below:

        If to the Company:

          Fluor Corporation
          One Enterprise Drive
          Aliso Viejo, California 92656
          Attn: Senior Manager, Human Resources

        If to the Insurer:

          Security Life Insurance Company of Denver, Inc.
          Security Life Center
          1290 Broadway
          Denver, Colorado 80203

          Sun Life Assurance Company of Canada
          Sun Life Executive Park, SC 2145
          Wellesley Hills, MA 02181

18.  Unsecured General Creditor. Executives and their Beneficiaries, heirs,
     successors and assigns shall have no legal or equitable rights, interests
     or claims in any property or assets of the Company. For purposes of the
     payment of benefits under this Plan, any and all of the Company's assets
     shall be, and remain, the general, unpledged unrestricted assets of the
     Company. The Company's obligation under the Plan shall be merely that of an
     unfunded and unsecured promise to pay money in the future.

19.  Discharge of Obligations. The full payment of Benefits due under the Plan
     to an Executive or his or her Beneficiary shall fully and completely
     discharge the Company from all further obligations under the Plan with
     respect to the Executive and his or her Beneficiary, and the Executive's
     Plan Agreement shall terminate upon such full payment of Benefits.

20.  Legal Fees To Enforce Rights After Change in Control Event. The Company is
     aware that upon the occurrence of a Change in Control Event, the board of
     directors of the Company (which might then be composed of new members) or a
     shareholder of the Company or of any successor corporation might then cause
     or attempt to cause the Company or such successor to refuse to comply with
     its obligations under the Plan and might cause or attempt to cause the
     Company to institute, or may institute, litigation seeking to deny the
     Executive the benefits intended under the

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<PAGE>

FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document

================================================================================

     Plan. In these circumstances, the purpose of the Plan could be frustrated.
     Accordingly, if, following a Change in Control Event, it should appear to
     any Executive or the Administrator that the Company or any successor
     corporation has failed to comply with any of its obligations under the Plan
     or any agreement thereunder or, if the Company or any other person takes
     any action to declare the Plan void or unenforceable or institutes any
     litigation or other legal action designed to deny, diminish or to recover
     from any Executive the benefits intended to be provided, then the Company
     irrevocably authorizes such Executive or the Administrator or both to
     retain counsel of his or her or their choice(s) at the expense of the
     Company to represent such Executive or the Administrator or both, as the
     case may be, in connection with the initiation or defense of any litigation
     or other legal action, whether by or against the Company or any director,
     officer, shareholder or other person affiliated with the Company, or any
     successor thereto in any jurisdiction. The Executive or the Administrator
     or both, as the case may be, shall be entitled to receive advances from the
     Company on demand in the amount of the attorney's fees and expenses
     incurred in accordance with this Section 20.

21.  Entire Plan. This Plan constitutes the entire Plan between the parties
     hereto with regard to the subject matter of this Plan and supersedes all
     previous negotiations, Plans and commitments in respect thereto. No oral
     explanation or oral information by either of the parties to this Plan shall
     alter the meaning or interpretation of this Plan. This Plan may not be
     amended or modified except by a written instrument executed by the Company
     and the Executive.

IN WITNESS WHEREOF, the Company has executed this Plan as of the date first
written above.

                              "Company"

                              Fluor Corporation, a Delaware corporation

                              By: /s/ L. N. FISHER
                              ------------------------------------

                              Its: Senior Vice President Law and Secretary
                              ------------------------------------

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