Summary of Fluor Corporation Non-Management Director Compensation

Retainers are paid quarterly in cash and can be deferred at the director’s election under the Fluor Corporation 409A Director Deferred Compensation Program (the “Deferred Compensation Program”). Effective January 1, 2013, directors no longer receive a 25% premium on the deferred amount deemed invested in company stock via the Deferred Compensation Program.

Each non-management director receives an annual grant of restricted stock units with a total market value of $155,000. The grant is made on the date of the annual meeting of shareholders. Non-management directors joining the Board after the date of the annual meeting receive a pro rata award on the date of their appointment to the Board. The restricted stock units vest immediately upon grant, but are subject to a three-year post-vest holding period. Directors can defer such units at their election under the Deferred Compensation Program.

Fluor Corporation reimburses non-management directors for their travel and related expenses in connection with attending Board meetings and Board-related activities. Directors also receive life insurance ($75,000 in coverage) and business travel accident insurance ($250,000 in coverage). Directors’ charitable contributions that meet the guidelines of the Company’s employee charitable matching gift program are eligible for matching funds from the Company in an amount up to $5,000 per year.