Amended and Restated
(as amended March 13, 2001)
(a Delaware corporation)
Section 1.01 Registered Office. The registered office of FLUOR CORPORATION (hereinafter called the
"Corporation") in the State of Delaware shall be at 9 East Loockerman Street, City of Dover, County of Kent,
19901 and the name of the registered agent at that address shall be National Registered Agents, Inc.
Section 1.02 Principal Office. The principal office for the transaction of the business of the Corporation shall be
at One Enterprise Drive, Aliso Viejo, California 92656. The Board of Directors (hereinafter called the "Board")
is hereby granted full power and authority to change said principal office from one location to another.
Section 1.03 Other Offices. The Corporation may also have an office or offices at such other place or places,
either within or without the State of Delaware, as the Board may from time to time determine or as the business
of the Corporation may require.
MEETINGS OF STOCKHOLDERS
Section 2.01 Annual Meetings. Annual meetings of the stockholders of the Corporation for the purpose of
electing directors and for the transaction of such other proper business as may come before such meetings may
be held at such time, date and place as the Board shall determine by resolution.
Section 2.02 Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the Board or by a committee of the Board which has been duly created by
the Board and whose powers and authority, as provided in a resolution of the Board or in the Bylaws of the
Corporation, include the power to call such meetings, but such special meetings may not be called by any other
person or persons; provided, however, that if and to the extent that any special meeting of stockholders may be
called by any other person or persons specified in any provisions of the Certificate of Inco