URS Corporation

                    Non-Executive Directors Stock Grant Plan

                            Adopted December 17, 1996
                     Approved By Stockholders March 25, 1997
                            Amended December 18, 1997


1.       Purposes.

         The purpose of the Plan is to compensate Non-Executive Directors in the
form of grants of Common Stock.

2.       Definitions.

         (a)  "Annual  Meeting"  means  the  annual  meeting  of  the  Company's
stockholders.

         (b) "Board" means the Board of Directors of the Company.

         (c) "Company" means URS Corporation, a Delaware corporation.

         (d) "Common Stock" means the common stock of the Company.

         (e) "Employee" means any person, including any officer or director, who
is a common  law  employee  of the  Company,  but  shall  not mean a person  who
performs services for the Company as a consultant.

         (f) "Non-Executive  Director" means a member of the Board who is not an
Employee.

         (g) "Plan" means this URS  Corporation  Non-Executive  Directors  Stock
Grant Plan.

         (h) "Stock Grant" means any grant of Common Stock under the Plan.

3.       Administration.

         The Plan shall be administered by the Board.

4.       Shares Subject To The Plan.

         (a)  Subject  to  the   provisions  of  Section  6  below  relating  to
adjustments  upon  changes in the  Common  Stock,  the Common  Stock that may be
issued  pursuant to Stock  Grants shall not exceed in the  aggregate  Fifty-Five
Thousand (55,000) shares of Common Stock.

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         (b) The  Common  Stock  subject to the Plan may be  unissued  shares or
reacquired shares, bought on the market or otherwise.

5.       Stock Grants.

         (a)  After  each  Annual  Meeting,  each  Non-Executive   Director  who
continues  to serve as a  Director  effective  upon and  following  such  Annual
Meeting  shall  receive a Stock  Grant  equal to that number of shares of Common
Stock  determined  by  dividing   Twenty-Five  Thousand  Dollars  and  No  Cents
($25,000.00) by the closing price of the Common Stock on the date of such Annual
Meeting, rounded down to the nearest whole share.

         (b) Common Stock awarded under any Stock Grant shall be fully vested as
of the date of such Stock Grant.  The Company shall direct its transfer agent to
deliver a certificate representing such Common Stock (or electronically transfer
such Common Stock) to each Non-Executive Director promptly following such Annual
Meeting.

6.       Adjustments Upon Changes In Stock.

         If any change is made in the Common  Stock  subject to the Plan without
the receipt of  consideration  by the Company  (through  merger,  consolidation,
reorganization,  recapitalization,  reincorporation, stock dividend, dividend in
property  other than cash,  stock split,  liquidating  dividend,  combination of
shares,  exchange of shares,  change in corporate structure or other transaction
not involving  the receipt of  consideration  by the Company),  the Plan will be
appropriately  adjusted  as to the number of shares  subject to the Plan and the
number of shares subject to each Stock Grant.  Such adjustments shall be made by
the Board, the  determination  of which shall be final,  binding and conclusive.
(The  conversion  of any  convertible  securities  of the  Company  shall not be
treated as a  "transaction  not  involving the receipt of  consideration  by the
Company".)

7.       Amendment Of The Plan.

         (a) The Board at any time,  and from time to time,  may amend the Plan.
However,  except as provided in Section 6 above  relating  to  adjustments  upon
changes  in stock,  no  amendment  shall be  effective  unless  approved  by the
stockholders of the Company to the extent stockholder  approval is necessary for
the Plan to satisfy the requirements of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended, or any securities exchange listing requirements.

         (b) The Board may, in its sole  discretion,  submit any other amendment
to the Plan for stockholder approval.

8.       Termination Or Suspension Of The Plan.

         The Board may suspend or terminate the Plan at any time.


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9.       Effective Date Of Plan.

         The Plan shall become  effective on the date the Plan is adopted by the
Board and approved by the stockholders of the Company.



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