THIRD AMENDMENT TO AND RESTATEMENT OF THE
FLUOR EXCESS BENEFIT PLAN
EFFECTIVE AS OF JANUARY 1, 1988
T A B L E O F C O N T E N T S
FLUOR EXCESS BENEFIT PLAN
ARTICLE PAGE
RECITALS 1
I. THE PLAN
Sec. 1.1 Name 1
Sec. 1.2 Purpose 1
II. DEFINITIONS
Sec. 2.1 Definitions 2
III. ACCRUAL ACCOUNTS AND CREDITS THERETO
Sec. 3.1 Accrual Accounts and Credits Thereto 3
Sec. 3.2 Basic Credit 3
Sec. 3.3 Interest Credit 3
Sec. 3.4 Credit on Termination of Service 3
IV. RETIREMENT
Sec. 4.1 Normal and Voluntary Early Retirement 4
Sec. 4.2 Involuntary Early Retirement 4
Sec. 4.3 Retirement Benefits - Lump Sum Cash 4
Sec. 4.4 Cash Installment Payments 5
Sec. 4.5 Death After Retirement 5
V. DEATH OR DISABILITY BEFORE RETIREMENT OR OTHER
TERMINATION OF SERVICE
Sec. 5.1 Death Before Retirement or Other
Termination of Service 5
Sec. 5.2 Permanent Total Disability 5
VI. OTHER TERMINATION OF SERVICE
Sec. 6.1 Termination Benefits 6
Sec. 6.2 Death After Other Termination of Service 6
VII. TERMINATION AND AMENDMENT OF PLAN
Sec. 7.1 Termination of Plan 6
Sec. 7.2 Distribution on Termination 6
Sec. 7.3 Amendment or Discontinuance of Plan 6
VIII. RESTRICTION ON ASSIGNMENT
Sec. 8.1 Effect of Assignment in General 7
Sec. 8.2 Corporation Offset 7
ARTICLE PAGE
X. MISCELLANEOUS PROVISIONS
Sec. 9.1 Limitation on Participant's Rights 7
Sec. 9.2 Unenforceable Provisions 7
Sec. 9.3 California Law Governs 7
Sec. 9.4 Instrument Binding on Successors 7
Sec. 9.5 Singular, Plural; Gender 7
Sec. 9.6 Headings, etc., No Part of Instrument 8
FLUOR EXCESS BENEFIT PLAN
THIS INSTRUMENT, executed as of December 6, 1994 and made
effective as of January 1988, by FLUOR CORPORATION, a Delaware
corporation, evidences an amendment to the terms of the Fluor
Excess Benefit Plan adopted for the benefit of certain
employees of Fluor Corporation and its subsidiaries;
WITNESSETH:
WHEREAS, Fluor Corporation maintains for the benefit of its employees and the
employees of certain of its subsidiary corporations two profit-sharing
retirement plans known as the Fluor Corporation Employees' Retirement Plan and
the Fluor Corporation Salaried Employees' Savings Investment Plan
("the Plans"); and
WHEREAS, under the terms of the Plans, company contributions are allocated to
the accounts of each plan participant for each plan year; and
WHEREAS, certain provisions of the Employee Retirement Income Security Act
("ERISA") place limits on the amount which may be allocated to a
participant's account during any plan year; and
WHEREAS, as a result of these provisions certain employees will suffer a
reduction in the amounts allocated to their accounts under the Plans; and
WHEREAS, the Corporation desires to establish an excess benefit plan to
provide those retirement and other benefits which have been lost as a
result of the aforesaid limitations;
NOW, THEREFORE, Fluor Corporation hereby declares the current terms and
conditions of the Fluor Excess Benefit Plan to be, as of January 1, 1988, as
follows:
ARTICLE I
THE PLAN
Sec. 1.1 Name. This plan shall be known as the "Fluor Excess Benefit
Plan."
Sec. 1.2 Purpose. This plan is adopted for the purpose of enabling
eligible employees of Fluor Corporation and its subsidiaries
to secure retirement and other benefits which cannot be
provided for them under the Fluor Corporation Employees'
Retirement Plan and Fluor Corporation Salaried Employees'
Savings Investment Plan.
1
ARTICLE II
DEFINITIONS
Sec. 2.1 Definitions. As used in this Instrument, the following terms
shall have the meanings hereinafter set forth:
(a) "Accrual Account" shall mean the account established
for each Employee under Sec. 3.1 hereof.
(b) "Corporation" shall mean Fluor Corporation and any
successor thereto and any Subsidiary which, with the
prior written consent of the Board of Directors of
Fluor Corporation, adopts the Plan.
(c) "Employee" shall mean any person employed by the
Corporation or any Subsidiary. In the event of the
employment of any Employee, at the request of his
former Corporation or Subsidiary employer, by any joint
venture to which the Corporation or Subsidiary is a
party, or by any corporation, partnership,
proprietorship, or other entity for which the
Corporation or Subsidiary is acting as agent or with
which the Corporation or Subsidiary is engaged in a
joint venture, such Employee shall, during the period
of such employment, for all purposes of this Plan, be
deemed to be an Employee of his former Corporation or
Subsidiary employer.
(d) "Participant" shall mean any Employee who has an amount
standing to his credit in an Accrual Account.
(e) "Plan" shall mean the Fluor Excess Benefit Plan, the
terms of which are set forth in this Instrument.
(f) "Plan Year" shall mean the twelve-month period ending
December 31, 1988, and each twelve-month period ending
December 31st thereafter.
(g) "Service" shall mean employment as an Employee of the
Corporation or any Subsidiary. The Corporation shall
resolve all questions of what constitutes "Service" in
the case of individual Employees, and its decision
shall be binding upon all Employees and other persons
interested in or affected by the terms of this Plan.
(h) "Subsidiary" shall mean any corporation, the majority
of the outstanding capital stock of which is owned,
directly or indirectly, by Fluor Corporation.
2
ARTICLE III
ACCRUAL ACCOUNTS AND CREDITS THERETO
Sec. 3.1 Accrual Accounts. The Corporation shall maintain a separate
Accrual Account for each Employee entitled to a credit under
Sec. 3.2 hereof, which Accrual Account shall evidence the
Corporation's unsecured obligation to make payment to the
Participant under Articles IV, V, and VI hereof upon the
Participant's termination of Service.
Sec. 3.2 Basic Credit. As of the end of each Plan Year during the
existence of this Plan, the Corporation shall credit the
Accrual Account of each Employee with an amount equal to the
excess of the amount of company contributions which would have
been allocated to the Employee's accounts under the Fluor
Corporation Employees' Retirement Plan and the Fluor
Corporation Salaried Employees' Savings Investment Plan for the
Plan Year but for the limitations imposed by section 415 of the
Internal Revenue Code over the actual amount of company
contributions allocated to the Employee's account under such
plans for the Plan Year.
Sec. 3.3 Interest Credit. As of December 31st of each Plan Year
beginning on or after December 31, 1988 and prior to January 1,
1995, the Corporation shall credit the Accrual Account of each
then Participant with interest on the balance in such Accrual
Account as of December 31st of the prior Plan Year. For that
portion of the Accrual Account which is attributable to basic
credits for Plan Years ending on or before October 31, 1986,
interest shall be calculated at the prime bankers' rate in
effect as of such fiscal year end. For that portion of the
Accrual Account which is attributable to basic credits for Plan
Years beginning on or after November 1, 1986, interest will be
calculated under such method as may be established from time to
time by resolution of the Executive or Organization and
Compensation Committee of the Corporation. For that portion of
the Accrual Account attributable to basic credits made in Plan
Years beginning on or after January 1, 1995, the Corporation
shall credit the Accrual Account of each Participant with
interest at the end of each month at the rate of 5-year
Treasury Notes then in effect.
Sec. 3.4 Credit on Termination of Service. Beginning January 1, 1988
and prior to January 1, 1995, upon the termination of Service
of a Participant, the Corporation shall credit the Accrual
Account of such Participant with interest, at the rate then in
effect, from January 1st of the Plan Year in which such
termination occurs through the date of such termination, on the
balance in such Accrual Account as of December 31st of the
prior year. Beginning January 1, 1995 and thereafter, the
balance of the Participant's Accrual Account with interest as
of the end of the month in which the Participant requests
distribution from his Fluor Corporation Employees' Retirement
Plan account shall be paid to the Participant.
3
ARTICLE IV
RETIREMENT
Sec. 4.1 Normal and Voluntary Early Retirement. A Participant's normal
retirement date shall be the sixty-fifth (65th) anniversary of
his birth. With the Participant's consent his Corporation or
Subsidiary employer may defer his retirement beyond his normal
retirement date and, in such event, the Participant shall
continue as a Participant in this Plan and no disbursements
under this Article VI shall be made to him before his actual
retirement date. An Employee who becomes eligible to
participate in this Plan on or after the date which would
otherwise be his normal retirement date shall be treated in all
respects as a Participant whose retirement was deferred beyond
his normal retirement date.
Voluntary early retirement can be taken based on the following
criteria:
Age Years of Continuous
Service Immediately
Preceding Retirement
60-64 5
59 8
58 11
57 13
56 14
55 15
Upon a voluntary early retirement, the Corporation shall pay to
such Participant his Accrual Account entitlement in such a
manner as if the Participant were retiring on or after his
normal retirement date as provided in this Article IV.
As used herein, "Continuous Service" shall be defined as
provided in employer Corporation's applicable personnel
policies.
Sec. 4.2 Involuntary Early Retirement. In the event that a Participant
retires earlier than his normal retirement date, the
Corporation shall pay to such Participant his Accrual Account
entitlement as if his Service had been terminated under Article
VI hereof but in such a manner as if he were retiring on or
after his normal retirement date under this Article IV;
provided, however, that upon an involuntary early retirement of
a Participant who has attained the years of Service required
for a voluntary early retirement as set forth in Sec. 4.1 , the
Corporation shall pay to such Participant his Accrual Account
entitlement and in such manner as if he were retiring on or
after his normal retirement date under this Article IV.
Sec. 4.3 Retirement Benefits - Lump Sum Cash. Upon the termination of
Service of a Participant on or after his normal retirement
date, the Corporation shall pay to such Participant in cash in
one lump sum, or in such other manner provided for in this
Article IV as the
4
Corporation may determine, one hundred
percent (100%) of the amount then standing to his credit in his
Accrual Account.
Sec. 4.4 Cash Installment Payments. A Participant shall have the right
to request the Corporation, prior to the date of his
retirement, to distribute to such Participant, in substantially
equal installments over a period of up to one hundred twenty
(120) months, all or part of the amount to which he is entitled
under Sec. 4.3 hereof, and the Corporation may, in its sole
discretion, elect to so distribute. Each such installment
payment shall include interest on the unpaid balance in the
Participant's Accrual Account immediately prior to such
installment payment calculated at the rate established pursuant
to Sec. 3.3 hereof; provided, however, beginning on January 1,
1995 and thereafter, the interest rate shall be the 5-year
Treasury Note rate then in effect.
Sec. 4.5 Death After Retirement. In the event of the death of an
Employee after retirement and prior to payment to him of the
full amount to which he is entitled under Sec. 4.3 hereof, the
Corporation shall distribute immediately the then undistributed
amount to the beneficiary of such Employee determined under
Sec. 5.1 hereof.
ARTICLE V
DEATH OR DISABILITY BEFORE RETIREMENT OR
OTHER TERMINATION OF SERVICE
Sec. 5.1 Death Before Retirement or Other Termination of Service. Upon
the death of an Employee before retirement or other termination
of Service, the Corporation shall pay, to the beneficiary last
designated in writing by such Employee in a manner satisfactory
to the Corporation, his Accrual Account entitlement and in such
manner as if such Employee had retired on or after his normal
retirement date under Article IV hereof. If the executor or
administrator of the estate of such Employee has not been
expressly designed as beneficiary by such Employee in writing
to the Corporation, any amounts with respect to which there is
no legally designated beneficiary living at the death of such
Employee shall be payable to the surviving spouse, if any, of
such Employee, or, if none, to the surviving issue of such
Employee by right of representation, including any legally
adopted children, or, if none, then to such Employee's executor
or administrator.
Sec. 5.2 Permanent Total Disability. Upon the permanent total
disability of an Employee which results in such Employee's
inability to perform his normal occupation or any other
occupation which would give such Employee a wage similar to
that of his normal occupation and which, based upon competent
medical evidence, is expected to be of permanent or indefinite
duration, followed by termination of Service as a result
thereof, the Corporation shall pay to such Employee his Accrual
Account entitlement and in such manner as if he were retiring
on or after his normal retirement date under Article IV hereof.
5
ARTICLE VI
OTHER TERMINATION OF SERVICE
Sec. 6.1 Termination Benefits. In the event of the termination of
Service of an Employee for any reason other than retirement,
death, or disability prior to December 31, 1994, the
Corporation shall pay to such Employee in cash in one lump sum
an amount equal to one hundred percent (100%) of the amount
then standing to the Employee's credit in the Employee's
Accrual Account. Thereafter, upon such termination, and
subject to the Corporation's approval, the Corporation shall
pay such lump sum to the Employee at the time benefits are paid
to the Employee under the Fluor Corporation Employees'
Retirement Plan or at such other time as the Corporation in its
sole discretion determines.
The transfer of an Employee to or from the Corporation from
or to a Subsidiary or from one Subsidiary to another
Subsidiary shall not be deemed a termination of the Service
of such Employee.
Sec. 6.2 Death After Other Termination of Service. In the event of the
death of an Employee prior to payment to him of the amount to
which he is entitled under Sec. 6.1 hereof, the Corporation
shall distribute immediately the then undistributed amount to
the beneficiary of such Participant determined under Sec. 5.1
hereof.
ARTICLE VII
TERMINATION AND AMENDMENT OF PLAN
Sec. 7.1 Termination of Plan. The Corporation reserves the right to
terminate this Plan at any time, as to itself, without approval
of Employees.
Sec. 7.2 Distribution on Termination. In the event of the termination
of this Plan by the Corporation, the Corporation shall
distribute to each Employee the amount standing to his credit
in the Employee's Accrual Account at the time and in the manner
provided in Articles IV, V, and VI hereof as if this Plan had
not been terminated by the Corporation.
Sec. 7.3 Amendment of Plan or Discontinuance. Fluor Corporation may
from time to time, by resolution of its Board of Directors,
change, modify, or amend this Plan in any particular or
particulars whatsoever, and all such changes, modifications,
or amendments of this Plan shall be retroactive to the
beginning of the Plan Year in which executed, unless other
provision is specifically made; provided, however, that the
discontinuance of this Plan, or its change, modification, or
amendment, unless such change, modification, or amendment is
necessary in order to meet the requirements of any state or
federal law or regulation, shall not affect adversely the
payment of any amounts accrued by the Corporation prior thereto
nor deprive any Employee of any vested rights in the amount
then standing to the Employee's credit in his Accrual Account.
6
ARTICLE VIII
RESTRICTION ON ASSIGNMENT
Sec. 8.1 Effect of Assignment in General. Except as respects any
indebtedness of an Employee to the Corporation or any
Subsidiary, as to which the provisions of Sec. 8.2 hereof shall
apply, the right of any Employee or his beneficiary in any
benefit or to any payment under this Plan shall not be subject
to alienation or assignment, and if such Employee shall attempt
to assign, transfer, or dispose of such right or should such
right be subjected to attachment, execution, garnishment,
sequestration, or other legal, equitable, or other process, it
shall ipso facto pass to such person or persons as may be
designated by the Corporation from among the beneficiaries of
such Employee determined under Sec. 5.1 hereof and the spouse
and blood relatives of such Employee. Any designation made by
the Corporation hereunder may be revoked by the Corporation in
whole or in part at any time and/or it may make a further
designation.
Sec. 8.2 Corporation Offset. The Corporation shall have a right to
offset against the amounts standing to the credit of an
Employee in his Accrual Account to the extent of any
indebtedness owed by such Employee to the Corporation or any
Subsidiary as may be determined by the Corporation, and before
making any distribution to such Employee under the provisions
of this Plan, the Corporation may deduct from the Accrual
Account of such Employee an amount sufficient to liquidate such
indebtedness.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Sec. 9.1 Limitation on Participant's Rights. Participation in this Plan
shall not give any Employee the right to be retained in the
employ of the Corporation or any Subsidiary, or any rights in
or to his Accrual Account or to any benefits whatsoever except
to the extent specifically set forth in this Instrument.
Acceptance of any payments hereunder from the Corporation
shall obligate the payee to execute such release and/or receipt
as the Corporation may require.
Sec. 9.2 Unenforceable Provisions. If any provision of this Instrument
shall be for any reason invalid or unenforceable, the remaining
provisions shall, nevertheless, be carried into effect.
Sec. 9.3 California Law Governs. This Instrument has been finally
executed and delivered in the State of California, and all
matters affecting its validity and construction shall be
determined by the laws of that State.
Sec. 9.4 Instrument Binding on Successors. This Instrument shall be
binding upon the successors and assigns of the Corporation.
Sec. 9.5 Singular, Plural; Gender. Wherever appropriate in this
Instrument, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender.
7
Sec. 9.6 Headings, etc., No Part of Instrument. Headings of Articles
and Sections of this Instrument are inserted for convenience
and reference. They constitute no part of this Instrument.
8