Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
(b) After sixteen years of service, on July 24, 2009, Vilma S. Martinez, a
current member of the Board of Directors of Fluor Corporation and also a member
of the Audit and Governance Committees, notified the Board of Directors of her
decision to resign from the Board of Directors immediately as a result of her
appointment as the United States Ambassador to Argentina.
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