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By-laws - URS CORP /NEW/ - 1-22-2004

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By-laws - URS CORP /NEW/ - 1-22-2004 Powered By Docstoc
					EXHIBIT 3.4 BY-LAWS OF URS CORPORATION (as amended through January 22, 2004) ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the City of San Mateo, State of California, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders, commencing with the year 1977, shall be held on the first of March if not a legal holiday, and if a legal holiday, then on the next secular day following, at 11:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting. Section 3. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting. 1

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president

Section 4. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning twenty percent (20%) in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Section 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting. Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express 2

provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 11. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 10. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Section 11. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 12. At any meeting of stockholders, only such business shall be conducted, and only such proposals shall be acted upon as shall have been brought before the meeting (A) by, or at the direction of the board of directors or (B) by any stockholder who complies with the notice procedures set forth in this Section 12 (or for the election of directors, with the notice provisions set forth in Article III, Section 1). For a proposal to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to, or mailed and received at, the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting, or in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days of the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, in his capacity as a proponent to a stockholder 3

proposal. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than five nor more than fifteen. The first board shall consist of ten directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. No person shall be elected to the board of directors of this corporation at an annual meeting of the stockholders, or at a special meeting called for that purpose, unless a written nomination of such

proposal. ARTICLE III DIRECTORS Section 1. The number of directors which shall constitute the whole board shall be not less than five nor more than fifteen. The first board shall consist of ten directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. No person shall be elected to the board of directors of this corporation at an annual meeting of the stockholders, or at a special meeting called for that purpose, unless a written nomination of such person to the board of directors (i) by a stockholder of the corporation who is entitled to vote at such meeting shall be received by the secretary of the corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year's annual meeting or (ii) is made by or at the direction of the board of directors. Section 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS Section 4. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware. Section 5. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board. 4

Section 6. Special meetings of the board may be called by the chairman or the president, and shall be called by the secretary at the written requests of any two directors. Notice of the time and place of all special meetings of the board shall be given orally or in writing, by telephone, facsimile, telegraph or electronic mail, during normal business hours, at least forty-eight (48) hours before the meeting, or sent in writing to each director by first class mail, postage prepaid, at least three (3) days before the meeting. Notice of any special meeting may be waived in writing at any time before or after the meeting, and will be waived by any director by attendance at the meeting, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting on the basis that the meeting is not lawfully called or convened. Section 7. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present

Section 6. Special meetings of the board may be called by the chairman or the president, and shall be called by the secretary at the written requests of any two directors. Notice of the time and place of all special meetings of the board shall be given orally or in writing, by telephone, facsimile, telegraph or electronic mail, during normal business hours, at least forty-eight (48) hours before the meeting, or sent in writing to each director by first class mail, postage prepaid, at least three (3) days before the meeting. Notice of any special meeting may be waived in writing at any time before or after the meeting, and will be waived by any director by attendance at the meeting, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting on the basis that the meeting is not lawfully called or convened. Section 7. At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 8. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. Section 9. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board, may participate in a meeting of the board, or committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting pursuant to this subsection shall constitute presence in person at such meeting. COMMITTEES OF DIRECTORS Section 10. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, 5

recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 12. Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the

recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 11. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required. COMPENSATION OF DIRECTORS Section 12. Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. ARTICLE IV NOTICES Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given in the manner specified in Section 6 of Article III of these by-laws. Section 2. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. ARTICLE V OFFICERS Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, a senior vice president, one or more additional vice presidents, a secretary and a treasurer. The board of directors may also choose one or more assistant secretaries and assistant treasurers, and a chairman of the board. Any number of offices may be held by the 6

same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors may appoint such other officers as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 3. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE CHAIRMAN OF THE BOARD

same person, unless the certificate of incorporation or these by-laws otherwise provide. Section 2. The board of directors may appoint such other officers as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Section 3. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors. THE CHAIRMAN OF THE BOARD Section 4. The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may from time to time be assigned to him by the board of directors or prescribed by the by-laws. THE PRESIDENT Section 5. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, if there is no Chairman; and shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of the directors are carried into effect. Section 6. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer of the corporation. THE VICE-PRESIDENTS Section 7. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the vice-presidents in the order designated (e.g., anyone designated "senior vice president" would be the first to so act), or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors, the president, or the by-laws may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARY Section 8. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties 7

for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the fixing by his signature. Section 9. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the

for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the fixing by his signature. Section 9. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURER Section 10. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. Section 11. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. Section 12. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES Section 1. The corporation shall indemnify any officer, director or employee who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation or partnership, joint venture, trust or other enterprise; 8

such indemnification shall cover expenses (including attorney's fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonable believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment

such indemnification shall cover expenses (including attorney's fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonable believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Section 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise; such indemnification shall cover expenses (including attorney's fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith in any manner he reasonably believed to be in or not opposed to the best interests of the corporation, provided, however, that no indemnification shall be made in respect of any claim, issue or manner as to which such person shall have been adjudged to have been liable for negligence or misconduct in the performance of his duties to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 3. To the extent that a director, officer or employee of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) and (2) above, or in defense of any claim, issue or manner therein, he shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him in connection therewith. Section 4. Any indemnification under subsections (1) and (2) above (unless ordered by a court) shall be made by the corporation only as authorized in a specific case by a determination that indemnification of the director, officer or employee is proper in circumstances because he had met the applicable standard of conduct set forth in subsections (1) and (2). Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the stockholders. Section 5. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding, unless the board of directors, or the appropriate officer of the corporation acting 9

pursuant to delegated authority of the board of directors, determines in the specific case that the applicable standard of conduct set forth in subsections (1) and (2) has not been met, but only upon receipt of an undertaking by or on behalf of the director, officer or employee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this article. Section 6. The indemnification provided in this section shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under any other by-law, agreement, vote of stockholders or disinterested directors or otherwise both as to action in his official capacity and to action in another capacity while holding such office, and the indemnification shall continue as to a person who has ceased to be a director, officer or employee, and it shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE VII

pursuant to delegated authority of the board of directors, determines in the specific case that the applicable standard of conduct set forth in subsections (1) and (2) has not been met, but only upon receipt of an undertaking by or on behalf of the director, officer or employee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this article. Section 6. The indemnification provided in this section shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under any other by-law, agreement, vote of stockholders or disinterested directors or otherwise both as to action in his official capacity and to action in another capacity while holding such office, and the indemnification shall continue as to a person who has ceased to be a director, officer or employee, and it shall inure to the benefit of the heirs, executors and administrators of such a person. ARTICLE VII CERTIFICATES OF STOCK Section 1. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman of the board, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Certificates may be issued for partly paid shares, but the total consideration to be paid and the amount already paid shall be specified in the face on back of any such certificate. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 2. Where a certificate is countersigned (i) by a transfer agent other than the corporation or its employee, or, (ii) by a registrar other than the corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. 10

LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and

LOST CERTIFICATES Section 3. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. FIXING RECORD DATE Section 5. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than fifty days prior to any other action. A determination of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware. Section 7. The president or any vice-president and the secretary or assistant secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein granted to said officers to vote or represent on behalf of 11

this corporation any and all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the

this corporation any and all shares held by this corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers. ARTICLE VIII GENERAL PROVISIONS DIVIDENDS Section 1. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ANNUAL STATEMENT Section 3. The board of directors shall present an annual report of the affairs of the corporation to the stockholders of the corporation prior to each annual meeting of stockholders. CHECKS Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the board of directors. SEAL Section 6. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 12

ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by stockholders holding more than 50% of the stock of the corporation entitled to vote, or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. 13

ARTICLE IX AMENDMENTS Section 1. These by-laws may be altered, amended or repealed or new by-laws may be adopted by stockholders holding more than 50% of the stock of the corporation entitled to vote, or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. 13

EXHIBIT 4.18 URS CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of November 6, 2003 and entered into by and among URS CORPORATION, a Delaware corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF ("LENDERS") and CREDIT SUISSE FIRST BOSTON, as administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and is made with reference to that certain Credit Agreement dated as of August 22, 2002, as amended by that certain First Amendment to Credit Agreement dated as of January 30, 2003 (as so amended, and as further amended, modified, restated or otherwise supplemented to the date hereof, the "CREDIT AGREEMENT"), by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and syndication agent for Lenders, and BNP PARIBAS, HARRIS TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents for Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company and Lenders desire to amend the Credit Agreement as more particularly described below; and WHEREAS, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default: NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENTS TO SECTION 1: DEFINITIONS A. Subsection 1.1 of the Credit Agreement is hereby amended by deleting each of the definitions of "CONSOLIDATED EXCESS CASH FLOW", "EXISTING SUBORDINATED INDENTURES" and "EXISTING SUBORDINATED NOTES" there from in their entirety and substituting the following there for: "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount equal to (i) Consolidated EBITDA for such period minus (ii) the sum, without duplication, of the amounts for such period of (a) to the extent not otherwise excluded from Consolidated EBITDA, Cash expenditures during such period

EXHIBIT 4.18 URS CORPORATION SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of November 6, 2003 and entered into by and among URS CORPORATION, a Delaware corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF ("LENDERS") and CREDIT SUISSE FIRST BOSTON, as administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and is made with reference to that certain Credit Agreement dated as of August 22, 2002, as amended by that certain First Amendment to Credit Agreement dated as of January 30, 2003 (as so amended, and as further amended, modified, restated or otherwise supplemented to the date hereof, the "CREDIT AGREEMENT"), by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and syndication agent for Lenders, and BNP PARIBAS, HARRIS TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents for Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company and Lenders desire to amend the Credit Agreement as more particularly described below; and WHEREAS, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default: NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENTS TO SECTION 1: DEFINITIONS A. Subsection 1.1 of the Credit Agreement is hereby amended by deleting each of the definitions of "CONSOLIDATED EXCESS CASH FLOW", "EXISTING SUBORDINATED INDENTURES" and "EXISTING SUBORDINATED NOTES" there from in their entirety and substituting the following there for: "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount equal to (i) Consolidated EBITDA for such period minus (ii) the sum, without duplication, of the amounts for such period of (a) to the extent not otherwise excluded from Consolidated EBITDA, Cash expenditures during such period 1

relating to the Merger or any Permitted Acquisition applied against accruals and reserves taken against goodwill established in prior periods as approved by Administrative Agent, (b) scheduled repayments of Consolidated Total Funded Debt, (c) the aggregate amount of any repurchases or redemptions of Existing Senior Subordinated Notes, Senior Notes and/or Convertible Subordinated Notes of Company pursuant to Section 7.5A(xi), (d) Consolidated Capital Expenditures, (e) Consolidated Cash Interest Expense and (f) the provision for current taxes based on income of Company and its Subsidiaries on a consolidated basis and payable in Cash with respect to such period. "EXISTING SUBORDINATED INDENTURES" means (i) the Indenture, dated as of March 16, 1989, between Thortec International, Inc. and JPMorgan Chase Bank, successor to MTrust Corp, National Association, as amended by Amendment Number 1 and Amendment Number 2, as so amended and as may be

relating to the Merger or any Permitted Acquisition applied against accruals and reserves taken against goodwill established in prior periods as approved by Administrative Agent, (b) scheduled repayments of Consolidated Total Funded Debt, (c) the aggregate amount of any repurchases or redemptions of Existing Senior Subordinated Notes, Senior Notes and/or Convertible Subordinated Notes of Company pursuant to Section 7.5A(xi), (d) Consolidated Capital Expenditures, (e) Consolidated Cash Interest Expense and (f) the provision for current taxes based on income of Company and its Subsidiaries on a consolidated basis and payable in Cash with respect to such period. "EXISTING SUBORDINATED INDENTURES" means (i) the Indenture, dated as of March 16, 1989, between Thortec International, Inc. and JPMorgan Chase Bank, successor to MTrust Corp, National Association, as amended by Amendment Number 1 and Amendment Number 2, as so amended and as may be further amended from time to time to the extent permitted under subsection 7.12B and (ii) the Convertible Subordinated Note Indenture. "EXISTING SUBORDINATED NOTES" means (i) Company's 8 5/8% Senior Subordinated Debentures due 2004 in the original aggregate principal amount of $36,814,500 and the remaining aggregate principal amount of $6,454,750 as of the Closing Date and (ii) the Convertible Subordinated Notes. B. Subsection 1.1 of the Credit Agreement is hereby further amended by adding thereto the following definitions in proper alphabetical order: "CONVERTIBLE SUBORDINATED NOTES" means Company's 6 1/2% Convertible Subordinated Notes due 2012 in the original aggregate principal amount of $57,500,000 and the remaining aggregate principal amount of $1,798,250 as of the Closing Date. "CONVERTIBLE SUBORDINATED NOTE INDENTURE" means the Indenture, dated as of February 15, 1987, between Company and The Bank of New York as assignee of First Interstate Bank of California, as amended by Amendment Number 1, as so amended and as may be further amended from time to time to the extent permitted under subsection 7.12B. "DISQUALIFIED STOCK" means any class or series of Capital Stock of any Person that by its terms or otherwise is (i) required to be redeemed prior to the Tranche B Term Loan Maturity Date, (ii) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the Tranche B Term Loan Maturity Date or (iii) convertible into or exchangeable for Capital Stock referred to in clause (i) or (ii) above or Indebtedness having a scheduled maturity prior to the Tranche B Term Loan Maturity Date; provided that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an "asset 2

sale" or "change of control" occurring prior to the Tranche B Term Loan Maturity Date shall not constitute Disqualified Stock if the "asset sale" or "change of control" provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in subsection 2.4B(iii) and subsection 8.11 and such Capital Stock specifically provides that such Person will not repurchase or redeem any such Capital Stock pursuant to such provisions prior to Company's repayment of the Loans as may be required to be paid pursuant to subsection 2.4B(iii) and Section 8. "MAXIMUM REPURCHASE AMOUNT" has the meaning assigned to that term in subsection 7.5A(xiii). "PERMITTED NOTE REPURCHASES" has the meaning assigned to that term in subsection 7.5A(xii). "VOLUNTARY PREPAYMENT AMOUNT" means, for any period, the aggregate principal amount of Loans prepaid by Company during such period pursuant to subsection 2.4B(i) or (ii) (excluding prepayments of Revolving Loans except to the extent the Revolving Loan Commitments are permanently reduced in connection

sale" or "change of control" occurring prior to the Tranche B Term Loan Maturity Date shall not constitute Disqualified Stock if the "asset sale" or "change of control" provisions applicable to such Capital Stock are no more favorable to the holders of such Capital Stock than the provisions contained in subsection 2.4B(iii) and subsection 8.11 and such Capital Stock specifically provides that such Person will not repurchase or redeem any such Capital Stock pursuant to such provisions prior to Company's repayment of the Loans as may be required to be paid pursuant to subsection 2.4B(iii) and Section 8. "MAXIMUM REPURCHASE AMOUNT" has the meaning assigned to that term in subsection 7.5A(xiii). "PERMITTED NOTE REPURCHASES" has the meaning assigned to that term in subsection 7.5A(xii). "VOLUNTARY PREPAYMENT AMOUNT" means, for any period, the aggregate principal amount of Loans prepaid by Company during such period pursuant to subsection 2.4B(i) or (ii) (excluding prepayments of Revolving Loans except to the extent the Revolving Loan Commitments are permanently reduced in connection with such prepayments). 1.2 AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS A. Subsection 2.4B(iii)(c) of the Credit Agreement is hereby amended by (i) deleting the word "and" before clause (3) thereof, and (ii) adding the following at the end of clause (3): ", and (4) issuances of Capital Stock (other than Disqualified Stock), the Net Securities Proceeds of which are applied by Company to Permitted Note Repurchases as expressly permitted by subsection 7.5A(xii)" B. Subsection 2.4B(iii)(e) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "(e) Prepayments and Reductions from Consolidated Excess Cash Flow. (1) In the event that there shall be a positive amount of Consolidated Excess Cash Flow for the two Fiscal Quarter period ending October 31, 2003, Company shall, no later than February 10, 2004, prepay the Loans in an aggregate amount equal to 100% of such Consolidated Excess Flow minus any Voluntary Prepayment Amount for such period; and (2) in the event that there shall be a positive amount of Consolidated Excess Cash Flow for any Fiscal Year commencing with the Fiscal Year ending October 31, 2004, no later than 100 days after the end of each such Fiscal Year, Company shall prepay the Loans in an aggregate amount equal to (A) 75% of such Consolidated Excess Cash Flow minus (B) any Voluntary Prepayment Amount for such Fiscal Year; provided, that commencing with the Fiscal Year ending October 31, 2004, such percentage shall be reduced to 50% of Consolidated Excess 3

Cash Flow for any Fiscal Year during which the Consolidated Leverage Ratio as of the last day of such Fiscal Year is less than 2.50:1.00." 1.3 AMENDMENTS TO SECTION 4: CONDITIONS TO LOANS AND LETTERS OF CREDIT A. Subsection 4.1C(i) of the Credit Agreement is hereby amended by adding the following after the word "Schedule 4.1C": ", Schedule 5.1D and Schedule 5.1E" B. Subsection 4.1C(ii) of the Credit Agreement is hereby amended by adding the following after the word "Schedule 4.1C": ", Schedule 5.1D and Schedule 5.1E" 1.4 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS

Cash Flow for any Fiscal Year during which the Consolidated Leverage Ratio as of the last day of such Fiscal Year is less than 2.50:1.00." 1.3 AMENDMENTS TO SECTION 4: CONDITIONS TO LOANS AND LETTERS OF CREDIT A. Subsection 4.1C(i) of the Credit Agreement is hereby amended by adding the following after the word "Schedule 4.1C": ", Schedule 5.1D and Schedule 5.1E" B. Subsection 4.1C(ii) of the Credit Agreement is hereby amended by adding the following after the word "Schedule 4.1C": ", Schedule 5.1D and Schedule 5.1E" 1.4 AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS A. Subsection 7.1(ix) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "(ix) Company, its Subsidiaries and any Joint Venture, as applicable, may remain liable with respect to Indebtedness (including the amount of any committed lines of credit) described on Schedule 7.1 of the Company Disclosure Letter and any refinancings, refundings, renewals, replacements or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, replacement or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder;" B. Subsection 7.3(vi) of the Credit Agreement is hereby amended by deleting it in its entirety and substituting the following therefor: "(vi) Company and Subsidiary Guarantors may (x) continue to own the existing Investments reflected on Schedule 4.1C, Schedule 5.1D and Schedule 5.1E of the Company Disclosure Letter, and (y) make and own additional equity Investments in Subsidiary Guarantors;" C. Subsection 7.5A of the Credit Agreement is hereby amended by (i) deleting the word "and" before clause (xi) thereof, and (ii) amending and restating clause (xi) in its entirety as follows: "(xi) Company may repurchase or redeem Existing Senior Subordinated Notes, Senior Notes, Convertible Subordinated Notes and/or Capital Stock of Company in an aggregate amount not to exceed $25,000,000 (without regard 4

to underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses), provided that after giving effect to any such redemption of Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes, such redemption is made in accordance with the terms of the Existing Senior Subordinated Indenture, the Senior Indenture and/or the Convertible Subordinated Note Indenture, respectively;" D. Subsection 7.5A of the Credit Agreement is hereby further amended by adding the following provisions at the end of clause (xi): "(xii) Company may repurchase or redeem Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes (any such redemption being made in accordance with the terms of the Existing Senior Subordinated Indenture, the Senior Indenture and/or the Convertible Subordinated Note Indenture, respectively) in an aggregate amount not to exceed $220,000,000 of any Net Securities Proceeds from the

to underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses), provided that after giving effect to any such redemption of Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes, such redemption is made in accordance with the terms of the Existing Senior Subordinated Indenture, the Senior Indenture and/or the Convertible Subordinated Note Indenture, respectively;" D. Subsection 7.5A of the Credit Agreement is hereby further amended by adding the following provisions at the end of clause (xi): "(xii) Company may repurchase or redeem Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes (any such redemption being made in accordance with the terms of the Existing Senior Subordinated Indenture, the Senior Indenture and/or the Convertible Subordinated Note Indenture, respectively) in an aggregate amount not to exceed $220,000,000 of any Net Securities Proceeds from the issuance of Capital Stock (other than Disqualified Stock) of Company, provided that the repurchase or redemption price of such Existing Senior Subordinated Note and/or Senior Notes and/or Convertible Notes (exclusive of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses) shall not exceed the higher of (A) 110% of the principal amount (par value) and (B) the redemption price (call price), in each case plus any accrued and unpaid interest thereon to the repurchase or redemption date of such Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes, as the case may be, in effect at the time of such repurchase or redemption (any such repurchases or redemptions in compliance with this subsection 7.5A(xii) being "PERMITTED NOTE REPURCHASES"); and (xiii) during any Fiscal Quarter ending on or after April 30, 2004, Company may repurchase or redeem Existing Senior Subordinated Notes and/or Senior Notes and/or Convertible Subordinated Notes (any such redemption being made in accordance with the terms of the Existing Senior Subordinated Indenture, the Senior Indenture and/or the Convertible Subordinated Note Indenture, respectively) in an amount equal to 25% of Consolidated Excess Cash Flow for the three-month period ended as of the last day of the most recently completed Fiscal Quarter (the "MAXIMUM REPURCHASE AMOUNT"); provided that the Consolidated Leverage Ratio as of the last day of the most recently completed Fiscal Quarter, after giving effect to the proposed repurchase or redemption and any other repurchases or redemptions previously consummated during such Fiscal Quarter as though they had occurred on the last day of the most recently completed Fiscal Quarter, is less than 3:00 to 1:00; provided further that (a) such percentage shall be increased to 50% of Consolidated Excess Cash Flow during any Fiscal Quarter for which the Consolidated Leverage Ratio as of the end of the most recently completed Fiscal Quarter, after giving effect to the proposed repurchase or redemption and any other repurchases or redemptions previously consummated during such Fiscal Quarter as though they had 5

occurred on the last day of the most recently completed Fiscal Quarter, is less than 2:50 to 1:00, (b) the Maximum Repurchase Amount for any Fiscal Quarter shall be increased by an amount equal to the excess, if any, of the Maximum Repurchase Amount for each of the previous three Fiscal Quarters (without giving effect to any adjustment in accordance with subclauses (b) and (c) of this proviso, and solely to the extent that such previous Fiscal Quarters ended on or after January 31, 2004) over the actual amount applied to repurchases or redemptions during such previous Fiscal Quarters, and (c) the Maximum Repurchase Amount for any Fiscal Quarter shall be decreased by any negative Maximum Repurchase Amount for each of the previous three Fiscal Quarters (without giving effect to any adjustment in accordance with subclauses (b) and (c) of this proviso, and solely to the extent that such previous Fiscal Quarters ended on or after January 31, 2004)." SECTION 2. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective as of September 15, 2003 (the "SECOND AMENDMENT EFFECTIVE DATE") only upon the satisfaction of all of the following conditions precedent: A. On or before November 6, 2003, Company shall deliver to Lenders (or to Administrative Agent for Lenders) the following, each, unless otherwise noted, dated November 6, 2003:

occurred on the last day of the most recently completed Fiscal Quarter, is less than 2:50 to 1:00, (b) the Maximum Repurchase Amount for any Fiscal Quarter shall be increased by an amount equal to the excess, if any, of the Maximum Repurchase Amount for each of the previous three Fiscal Quarters (without giving effect to any adjustment in accordance with subclauses (b) and (c) of this proviso, and solely to the extent that such previous Fiscal Quarters ended on or after January 31, 2004) over the actual amount applied to repurchases or redemptions during such previous Fiscal Quarters, and (c) the Maximum Repurchase Amount for any Fiscal Quarter shall be decreased by any negative Maximum Repurchase Amount for each of the previous three Fiscal Quarters (without giving effect to any adjustment in accordance with subclauses (b) and (c) of this proviso, and solely to the extent that such previous Fiscal Quarters ended on or after January 31, 2004)." SECTION 2. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective as of September 15, 2003 (the "SECOND AMENDMENT EFFECTIVE DATE") only upon the satisfaction of all of the following conditions precedent: A. On or before November 6, 2003, Company shall deliver to Lenders (or to Administrative Agent for Lenders) the following, each, unless otherwise noted, dated November 6, 2003: 1. Certified copies of its Certificate of Incorporation, together with a good standing certificate from the Secretary of State of the State of Delaware, each dated a recent date prior to November 6, 2003; 2. A certificate, dated as of November 6, 2003, of its corporate secretary or an assistant secretary, certifying that there have been no changes in its Bylaws from the form of Bylaws previously delivered to Lenders; 3. Resolutions of its Board of Directors approving and authorizing the execution, delivery, and performance of this Amendment, certified as of November 6, 2003 by its corporate secretary or an assistant secretary as being in full force and effect without modification or amendment; 4. Signature and incumbency certificates of its officers executing this Amendment; and 5. Executed copies of this Amendment. B. Requisite Lenders shall have executed this Amendment. C. On or before November 6, 2003, all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all 6

such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. D. Company shall pay to each Lender executing this Amendment by 5:00 p.m., New York time, on November 6, 2003 an amendment fee equal to 0.10% of the sum of such Lender's Tranche A Term Loan Exposure plus such Lender's Tranche B Term Loan Exposure plus such Lender's Revolving Loan Exposure. SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete as of the date of this Amendment: A. CORPORATE POWER AND AUTHORITY. Company has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. D. Company shall pay to each Lender executing this Amendment by 5:00 p.m., New York time, on November 6, 2003 an amendment fee equal to 0.10% of the sum of such Lender's Tranche A Term Loan Exposure plus such Lender's Tranche B Term Loan Exposure plus such Lender's Revolving Loan Exposure. SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete as of the date of this Amendment: A. CORPORATE POWER AND AUTHORITY. Company has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT"). B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company. C. NO CONFLICT. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries in any manner that would be likely to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders or Permitted Encumbrances), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries. D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body. 7

E. BINDING OBLIGATION. This Amendment has been duly executed and delivered by Company and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default. SECTION 4. MISCELLANEOUS

E. BINDING OBLIGATION. This Amendment has been duly executed and delivered by Company and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default. SECTION 4. MISCELLANEOUS A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (i) On and after the Second Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents. B. FEES AND EXPENSES. Company acknowledges that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company. 8

C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. SECTION 5. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS

C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. SECTION 5. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS Each guarantor listed on the signature pages hereof ("SUBSIDIARY GUARANTORS") hereby acknowledges that it has read this Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each Subsidiary Guarantor under its applicable Subsidiary Guaranty shall not be impaired or affected and the applicable Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each Subsidiary Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendment to the Credit Agreement. [Remainder of page intentionally left blank] 9

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. URS CORPORATION, a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

CREDIT SUISSE FIRST BOSTON, Individually and as Administrative Agent
/s/ S. William Fox -------------------------------------------Title: Director /s/ David J. Dodd -------------------------------------------Title: Associate

AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. URS CORPORATION, a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

CREDIT SUISSE FIRST BOSTON, Individually and as Administrative Agent
/s/ S. William Fox -------------------------------------------Title: Director /s/ David J. Dodd -------------------------------------------Title: Associate

AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation
/s/ Jeffrey M. Kissel -------------------------------------------Name: Jeffrey M. Kissel Title: Chief Financial Officer

BANSHEE CONSTRUCTION COMPANY, INC., a California corporation
/s/ Michael T. Orear -------------------------------------------Name: Michael T. Orear Title: President

10

CLEVELAND WRECKING COMPANY, a California corporation
/s/ James Sheridan -------------------------------------------Name: James Sheridan Title: President

O'BRIEN-KREITZBERG INC., a California corporation
/s/ Jeffrey M. Kissel -------------------------------------------Name: Jeffrey M. Kissel

CLEVELAND WRECKING COMPANY, a California corporation
/s/ James Sheridan -------------------------------------------Name: James Sheridan Title: President

O'BRIEN-KREITZBERG INC., a California corporation
/s/ Jeffrey M. Kissel -------------------------------------------Name: Jeffrey M. Kissel Title: Chief Financial Officer

RADIAN INTERNATIONAL LLC, a Delaware limited liability company
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

SIGNET TESTING LABORATORIES, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President, Chief Financial Officer and Secretary

URS CONSTRUCTION SERVICES, INC., a Florida corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Executive Officer

11

URS CORPORATION, a Nevada corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS CORPORATION GREAT LAKES,

URS CORPORATION, a Nevada corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS CORPORATION GREAT LAKES, a Michigan corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

URS CORPORATION GROUP CONSULTANTS, a New York corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS CORPORATION-MARYLAND, a Maryland corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS CORPORATION - OHIO, an Ohio corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

12

URS CORPORATION SOUTHERN, a California corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS GROUP, INC., a Delaware corporation

URS CORPORATION SOUTHERN, a California corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS GROUP, INC., a Delaware corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Assistant Treasurer

URS OPERATING SERVICES, INC., a Delaware corporation
/s/ P.J. Pedalino -------------------------------------------Name: P. J. Pedalino Title: Vice President and Controller

URS HOLDINGS, INC., a Delaware corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS INTERNATIONAL INC., a Delaware corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

13

LEAR SIEGLER SERVICES, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

EG&G DEFENSE MATERIALS, INC.,

LEAR SIEGLER SERVICES, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

EG&G DEFENSE MATERIALS, INC., a Utah corporation
/s/ William Neeb -------------------------------------------Name: William Neeb Title: Vice President

EG&G TECHNICAL SERVICES, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

D&M CONSULTING ENGINEERS, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

E.C. DRIVER & ASSOCIATES, INC., a Florida corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

14

LEAR SIEGLER LOGISTICS INTERNATIONAL, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Attorney-in-fact

LEAR SIEGLER LOGISTICS INTERNATIONAL, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Attorney-in-fact

RADIAN ENGINEERING, INC., a New York corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President. Chief Financial Officer and Secretary

URS CORPORATION AES., a Connecticut corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

URS CORPORATION ARCHITECTURE-NC, P.C., a North Carolina corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

URS CORPORATION - NEW YORK, a New York corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

15

URS RESOURCES, LLC, a Delaware limited liability company
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Attorney-in-fact

URS RESOURCES, LLC, a Delaware limited liability company
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Attorney-in-fact

WELLS FARGO BANK, N.A., as a Lender
/s/ Peter D. Gruebele_ -------------------------------------------Name: Peter D. Gruebele Title: Senior Vice President

16

EXHIBIT 4.19 URS CORPORATION THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of December 16, 2003 and entered into by and among URS CORPORATION, a Delaware corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF ("LENDERS") and CREDIT SUISSE FIRST BOSTON, as administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and is made with reference to that certain Credit Agreement dated as of August 22, 2002, as amended by that certain First Amendment to Credit Agreement dated as of January 30, 2003 and that certain Second Amendment to Credit Agreement dated as of November 6, 2003 (as so amended, and as further amended, modified, restated or otherwise supplemented to the date hereof, the "CREDIT AGREEMENT"), by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and syndication agent for Lenders, and BNP PARIBAS, HARRIS TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents for Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company and Lenders desire to amend the Credit Agreement as more particularly described below; and WHEREAS, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default: NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: 1

SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT

EXHIBIT 4.19 URS CORPORATION THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is dated as of December 16, 2003 and entered into by and among URS CORPORATION, a Delaware corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF ("LENDERS") and CREDIT SUISSE FIRST BOSTON, as administrative agent for Lenders ("ADMINISTRATIVE AGENT"), and is made with reference to that certain Credit Agreement dated as of August 22, 2002, as amended by that certain First Amendment to Credit Agreement dated as of January 30, 2003 and that certain Second Amendment to Credit Agreement dated as of November 6, 2003 (as so amended, and as further amended, modified, restated or otherwise supplemented to the date hereof, the "CREDIT AGREEMENT"), by and among Company, Lenders, CREDIT SUISSE FIRST BOSTON, as a Co-Lead Arranger and Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Co-Lead Arranger and syndication agent for Lenders, and BNP PARIBAS, HARRIS TRUST & SAVINGS BANK and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents for Lenders. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. RECITALS WHEREAS, Company and Lenders desire to amend the Credit Agreement as more particularly described below; and WHEREAS, no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default: NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: 1

SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENT TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS Subsection 2.2A of the Credit Agreement is hereby amended by deleting subsection (ii) thereof, including the provisos thereto, in its entirety and substituting the following therefor: "(ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iii); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iii):
Consolidated Leverage Ratio -------------Greater than or equal to Less than 2.75:1.00 2.75:1.00 Eurodollar Rate Margin -----2.75% 2.50% Base Rate Ma ------1.75 1.50

SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT 1.1 AMENDMENT TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND LOANS Subsection 2.2A of the Credit Agreement is hereby amended by deleting subsection (ii) thereof, including the provisos thereto, in its entirety and substituting the following therefor: "(ii) Subject to the provisions of subsections 2.2E, 2.2G and 2.7, the Tranche B Term Loans shall bear interest through maturity as follows: (a) if a Base Rate Loan, then at the sum of the Base Rate plus the Base Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iii); or (b) if a Eurodollar Rate Loan, then at the sum of the Eurodollar Rate plus the Eurodollar Rate Margin set forth in the table below opposite the Consolidated Leverage Ratio for the four-Fiscal Quarter period for which the applicable Pricing Certificate has been delivered pursuant to subsection 6.1(iii):
Consolidated Leverage Ratio -------------Greater than or equal to Less than 2.75:1.00 2.75:1.00 Eurodollar Rate Margin -----2.75% 2.50% Base Rate Ma ------1.75 1.50

1.2 TITLES OF CERTAIN AGENTS A. For purposes of this Amendment and the resyndication and repricing process contemplated hereby, Credit Suisse First Boston, acting through its Cayman Islands Branch, shall be "Sole Lead Arranger" and "Sole Bookrunner" in connection with the Credit Agreement and the term "Agents" as defined under the Credit Agreement shall be deemed for all purposes to include, without limitation, Credit Suisse First Boston, acting through its Cayman Islands Branch, in each of its capacities as "Sole Lead Arranger" and "Sole Bookrunner". B. The parties hereto agree that Credit Suisse First Boston at all times since the Closing Date has been and will continue to be acting through its Cayman Islands Branch in its capacity as Administrative Agent under the Credit Agreement. 2

SECTION 2. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "THIRD AMENDMENT EFFECTIVE DATE"): A. Company shall have delivered to Administrative Agent an executed copy of this Amendment. B. Requisite Lenders and all Lenders that have Tranche B Term Loan Exposure shall have executed this Amendment. C. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES

SECTION 2. CONDITIONS TO EFFECTIVENESS Section 1 of this Amendment shall become effective only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the "THIRD AMENDMENT EFFECTIVE DATE"): A. Company shall have delivered to Administrative Agent an executed copy of this Amendment. B. Requisite Lenders and all Lenders that have Tranche B Term Loan Exposure shall have executed this Amendment. C. All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, Company represents and warrants to each Lender that the following statements are true, correct and complete as of the date of this Amendment: A. CORPORATE POWER AND AUTHORITY. Company has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT"). B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate action on the part of Company. C. NO CONFLICT. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, the Certificate or Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries in any manner that would be likely to result in a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than Liens created under any of the Loan Documents in favor of Administrative Agent on behalf of Lenders or Permitted Encumbrances), or (iv) require any approval of stockholders or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries. 3

D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body. E. BINDING OBLIGATION. This Amendment has been duly executed and delivered by Company and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct

D. GOVERNMENTAL CONSENTS. The execution and delivery by Company of this Amendment and the performance by Company of the Amended Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body. E. BINDING OBLIGATION. This Amendment has been duly executed and delivered by Company and this Amendment and the Amended Agreement are the legally valid and binding obligations of Company, enforceable against Company in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability. F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The representations and warranties contained in Section 5 of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date. G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Potential Event of Default. SECTION 4. MISCELLANEOUS A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. (i) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Agreement. (ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. (iii) The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents. B. FEES AND EXPENSES. Company acknowledges that all costs, fees and expenses as described in subsection 10.2 of the Credit Agreement incurred by Administrative Agent and its counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Company. 4

C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached

C. HEADINGS. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. E. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. SECTION 5. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS Each guarantor listed on the signature pages hereof ("SUBSIDIARY GUARANTORS") hereby acknowledges that it has read this Amendment and consents to the terms thereof, and hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment, the obligations of each Subsidiary Guarantor under its applicable Subsidiary Guaranty shall not be impaired or affected and the applicable Subsidiary Guaranty is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects. Each Subsidiary Guarantor further agrees that nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Subsidiary Guarantor to any future amendment to the Credit Agreement. [Remainder of page intentionally left blank] 5

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. URS CORPORATION, a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, Individually and as Administrative Agent
/s/Dana Klien -------------------------------------------Title: MD /s/ S. William Fox -------------------------------------------Title: Director

AMAN ENVIRONMENTAL

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. URS CORPORATION, a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, Individually and as Administrative Agent
/s/Dana Klien -------------------------------------------Title: MD /s/ S. William Fox -------------------------------------------Title: Director

AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

BANSHEE CONSTRUCTION COMPANY, INC., a California corporation
/s/ Rita Armstrong -------------------------------------------Name: Rita Armstrong Title: Vice President and Treasurer

6

CLEVELAND WRECKING COMPANY, a California corporation
/s/ Rita Armstrong -------------------------------------------Name: Rita Armstrong Title: Vice President and Treasurer

O'BRIEN-KREITZBERG INC., a California corporation

CLEVELAND WRECKING COMPANY, a California corporation
/s/ Rita Armstrong -------------------------------------------Name: Rita Armstrong Title: Vice President and Treasurer

O'BRIEN-KREITZBERG INC., a California corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President, Chief Financial Officer and Secretary

RADIAN INTERNATIONAL LLC, a Delaware limited liability company
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

SIGNET TESTING LABORATORIES, INC., a Delaware corporation
/s/ Rita Armstrong -------------------------------------------Name: Rita Armstrong Title: Vice President and Treasurer

URS CONSTRUCTION SERVICES, INC., a Florida corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Executive Officer

7

URS CORPORATION, a Nevada corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS CORPORATION GREAT LAKES,

URS CORPORATION, a Nevada corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS CORPORATION GREAT LAKES, a Michigan corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

URS CORPORATION GROUP CONSULTANTS, a New York corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS CORPORATION-MARYLAND, a Maryland corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS CORPORATION - OHIO, an Ohio corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

8

URS CORPORATION SOUTHERN, a California corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS GROUP, INC., a Delaware corporation

URS CORPORATION SOUTHERN, a California corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS GROUP, INC., a Delaware corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Assistant Treasurer

URS OPERATING SERVICES, INC., a Delaware corporation
/s/ Peter J. Pedalino -------------------------------------------Name: Peter J. Pedalino Title: Vice President and Controller

URS HOLDINGS, INC., a Delaware corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

URS INTERNATIONAL INC., a Delaware corporation
/s/ David C. Nelson -------------------------------------------Name: David C. Nelson Title: Vice President and Treasurer

9

LEAR SIEGLER SERVICES, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President

EG&G DEFENSE MATERIALS, INC., a Utah corporation

LEAR SIEGLER SERVICES, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President

EG&G DEFENSE MATERIALS, INC., a Utah corporation
/s/ William Neeb -------------------------------------------Name: William Neeb Title: Vice President, Chief Financial Officer and Assistant Treasurer

EG&G TECHNICAL SERVICES, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President

D&M CONSULTING ENGINEERS, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

E.C. DRIVER & ASSOCIATES, INC., a Florida corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

10

LEAR SIEGLER LOGISTICS INTERNATIONAL, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President

LEAR SIEGLER LOGISTICS INTERNATIONAL, INC., a Delaware corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President

RADIAN ENGINEERING, INC., a New York corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President. Chief Financial Officer and Secretary

URS CORPORATION AES., a Connecticut corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

URS CORPORATION ARCHITECTURENC, P.C., a North Carolina corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

URS CORPORATION - NEW YORK, a New York corporation
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

11

URS RESOURCES, LLC, a Delaware limited liability company
/s/ Kent P. Ainsworth

URS RESOURCES, LLC, a Delaware limited liability company
/s/ Kent P. Ainsworth -------------------------------------------Name: Kent P. Ainsworth Title: Attorney-in-fact

AIMCO CDO SERIES 2000-A, as a Lender By:_________________________________________ Name: _____________________________________ Title: _____________________________________ 12

EXHIBIT 10.3 URS CORPORATION 1999 EQUITY INCENTIVE PLAN ADOPTED JULY 13, 1999 APPROVED BY STOCKHOLDERS OCTOBER 12, 1999 AMENDED EFFECTIVE OCTOBER 14, 2003 AMENDED EFFECTIVE JANUARY 21, 2004 TERMINATION DATE: JULY 12, 2009 1. PURPOSES. (a) ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates. (b) AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) rights to acquire restricted stock and (iv) Non-Executive Director Stock Awards. (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Stock Awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 2. DEFINITIONS. (a) "AFFILIATE" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. (b) "BOARD" means the Board of Directors of the Company. (c) "CHANGE IN CONTROL" means any transaction, or series of transactions that occur within a twelve (12) month period, as a result of which the stockholders of the Company immediately prior to the completion of the transaction (or, in the case of a series of transactions, immediately prior to the first transaction in the series) hold, directly or indirectly, less than fifty percent (50%) of the beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act or comparable successor rules) of the outstanding securities of the surviving entity, or, if more than one entity survives the transaction or transactions, the controlling entity, following such transaction or

EXHIBIT 10.3 URS CORPORATION 1999 EQUITY INCENTIVE PLAN ADOPTED JULY 13, 1999 APPROVED BY STOCKHOLDERS OCTOBER 12, 1999 AMENDED EFFECTIVE OCTOBER 14, 2003 AMENDED EFFECTIVE JANUARY 21, 2004 TERMINATION DATE: JULY 12, 2009 1. PURPOSES. (a) ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates. (b) AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) rights to acquire restricted stock and (iv) Non-Executive Director Stock Awards. (c) GENERAL PURPOSE. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Stock Awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 2. DEFINITIONS. (a) "AFFILIATE" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. (b) "BOARD" means the Board of Directors of the Company. (c) "CHANGE IN CONTROL" means any transaction, or series of transactions that occur within a twelve (12) month period, as a result of which the stockholders of the Company immediately prior to the completion of the transaction (or, in the case of a series of transactions, immediately prior to the first transaction in the series) hold, directly or indirectly, less than fifty percent (50%) of the beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act or comparable successor rules) of the outstanding securities of the surviving entity, or, if more than one entity survives the transaction or transactions, the controlling entity, following such transaction or transactions. (d) "CODE" means the Internal Revenue Code of 1986, as amended. 1.

(e) "COMMITTEE" means a committee of one or more members of the Board appointed by the Board in accordance with subsection 3(c). (f) "COMMON STOCK" means the common stock of the Company. (g) "COMPANY" means URS Corporation, a Delaware corporation. (h) "CONSULTANT" means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term "Consultant" shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a director's fee by

(e) "COMMITTEE" means a committee of one or more members of the Board appointed by the Board in accordance with subsection 3(c). (f) "COMMON STOCK" means the common stock of the Company. (g) "COMPANY" means URS Corporation, a Delaware corporation. (h) "CONSULTANT" means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term "Consultant" shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a director's fee by the Company for their services as Directors. (i) "CONTINUOUS SERVICE" means that the Participant's service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Participant's Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant's Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. (j) "COVERED EMPLOYEE" means the chief executive officer and the four (4) other highest compensated officers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. (k) "DIRECTOR" means a member of the Board of Directors of the Company. (l) "DISABILITY" means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. (m) "EMPLOYEE" means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or an Affiliate. (n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. (o) "FAIR MARKET VALUE" means the closing sales price of a share of Common Stock on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable. 2.

(p) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (q) "1991 PLAN" means the URS Corporation 1991 Stock Incentive Plan. (r) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation SK promulgated pursuant to the Securities Act ("Regulation S-K")), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in

(p) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (q) "1991 PLAN" means the URS Corporation 1991 Stock Incentive Plan. (r) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation SK promulgated pursuant to the Securities Act ("Regulation S-K")), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K or (ii) is otherwise considered a "non-employee director" for purposes of Rule 16b-3. (s) "NON-EXECUTIVE DIRECTOR" means a Director who is not an Employee. (t) "NON-EXECUTIVE DIRECTOR STOCK AWARD" means a Stock Award made to a Non-Executive Director pursuant to Section 8. (u) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option. (v) "OFFICER" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (w) "OPTION" means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan. (x) "OPTION AGREEMENT" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. (y) "OPTIONEE" means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option. (z) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current employee of the Company or an "affiliated corporation" (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an "affiliated corporation" at any time and is not currently receiving direct or indirect remuneration from the Company or an "affiliated corporation" for services in any capacity other than as a Director or (ii) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code. (aa) "PARTICIPANT" means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award. 3.

(bb) "PLAN" means this URS Corporation 1999 Equity Incentive Plan. (cc) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. (dd) "SECURITIES ACT" means the Securities Act of 1933, as amended. (ee) "STOCK AWARD" means any right granted under the Plan, including an Option, a right to acquire restricted stock and a Non-Executive Director Stock Award.

(bb) "PLAN" means this URS Corporation 1999 Equity Incentive Plan. (cc) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. (dd) "SECURITIES ACT" means the Securities Act of 1933, as amended. (ee) "STOCK AWARD" means any right granted under the Plan, including an Option, a right to acquire restricted stock and a Non-Executive Director Stock Award. (ff) "STOCK AWARD AGREEMENT" means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. (gg) "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates. 3. ADMINISTRATION. (a) ADMINISTRATION BY BOARD. The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided in subsection 3(c). Any interpretation of the Plan by the Board and any decision by the Board under the Plan shall be final and binding on all persons. (b) POWERS OF BOARD. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: (i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to a Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person. (ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. (iii) To amend the Plan or a Stock Award as provided in Section 14. (iv) To suspend or terminate the Plan as provided in Section 15. (v) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan. 4.

(c) DELEGATION TO COMMITTEE. (i) GENERAL. Subject to the limitation set forth in subsection 3(c)(ii), the Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the Board, and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the

(c) DELEGATION TO COMMITTEE. (i) GENERAL. Subject to the limitation set forth in subsection 3(c)(ii), the Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the Board, and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. (ii) LIMITATION ON DELEGATION. Notwithstanding anything to the contrary in subsection 3(c)(i), the Board may not delegate the administration of the Plan to a Committee to the extent such administration would in any way affect Non-Executive Director Stock Awards described in Section 8. (iii) COMMITTEE COMPOSITION. The Committee shall consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3 and, in the discretion of the Board, may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code. Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more members of the Board who are not Outside Directors, the authority to grant Stock Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to a committee of one or more members of the Board who are not NonEmployee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. (d) DELEGATION TO ONE OR MORE COMPANY OFFICERS. (i) GENERAL. The Board or the Committee may delegate authority to one or more Company Officers to (a) grant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act and (b) determine the number of such Stock Awards to be received by such eligible persons within such parameters as the Board or the Committee may establish from time to time. The delegation of authority shall be subject to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board or the Committee. The Board or the Committee may abolish any such delegation of authority at any time and revest in the Board or the Committee the administration of the Plan. 4. SHARES SUBJECT TO THE PLAN. (a) SHARE RESERVE. Subject to the provisions of Section 12 relating to adjustments upon changes in Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate one million five hundred thousand (1,500,000) shares of Common Stock plus (i) the number of shares of Common Stock added to the share reserve 5.

pursuant to the next sentence of this subsection 4(a), (ii) the number of shares of Common Stock remaining available for award under the Company's 1991 Stock Incentive Plan (the "1991 Plan") on the Effective Date of this Plan, (iii) the number of shares of Common Stock that were issuable pursuant to options or stock award agreements under the 1991 Plan that revert to the share reserve pursuant to subsection 4(b) below and (iv) the number of shares of Common Stock remaining available for award under the Company's Non-Executive Directors Stock Grant Plan on the Effective Date of this Plan. As of each July 1, beginning with July 1, 2000 and continuing through and including July 1, 2009, the number of reserved shares shall be increased automatically by the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding, including for this purpose outstanding shares of capital stock convertible to Common Stock, on such date or (ii) one million five hundred thousand (1,500,000) shares of Common Stock.

pursuant to the next sentence of this subsection 4(a), (ii) the number of shares of Common Stock remaining available for award under the Company's 1991 Stock Incentive Plan (the "1991 Plan") on the Effective Date of this Plan, (iii) the number of shares of Common Stock that were issuable pursuant to options or stock award agreements under the 1991 Plan that revert to the share reserve pursuant to subsection 4(b) below and (iv) the number of shares of Common Stock remaining available for award under the Company's Non-Executive Directors Stock Grant Plan on the Effective Date of this Plan. As of each July 1, beginning with July 1, 2000 and continuing through and including July 1, 2009, the number of reserved shares shall be increased automatically by the lesser of (i) five percent (5%) of the total number of shares of Common Stock outstanding, including for this purpose outstanding shares of capital stock convertible to Common Stock, on such date or (ii) one million five hundred thousand (1,500,000) shares of Common Stock. (b) REVERSION OF SHARES TO THE SHARE RESERVE. (i) EXPIRATION OR TERMINATION OF STOCK AWARD. If any Stock Award granted under this Plan or any option or stock award agreement granted under the 1991 Plan shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan. (ii) ISSUANCE OF COMMON STOCK. To the extent that any shares of Common Stock are not issued to a Participant upon the exercise of an Option granted under this Plan, such shares shall revert to and again become available for issuance under this Plan. If shares of Common Stock are not issued to a Participant because the Common Stock issuable upon the exercise of the Option is used to satisfy an applicable tax withholding requirement, such shares will be deemed not to have been issued to a Participant. In addition, if the exercise price of any Option is satisfied by a Participant's tender of shares of Common Stock to the Company (by actual delivery or attestation), only the number of shares of Common Stock issued net of the shares so tendered shall be deemed issued to the Participant. (c) SOURCE OF SHARES. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 5. ELIGIBILITY. (a) ELIGIBILITY FOR SPECIFIC STOCK AWARDS. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Non-Executive Director Stock Awards may be granted only to Non-Executive Directors and only pursuant to the formula set forth in Section 8. (b) TEN PERCENT STOCKHOLDERS. A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant. (c) CONSULTANTS. A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a Form S-8 Registration Statement under the Securities Act ("Form S-8") is 6.

not available to register either the offer or the sale of the Company's securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant jurisdictions. (d) SECTION 162(m) LIMITATION. Subject to the provisions of

not available to register either the offer or the sale of the Company's securities to such Consultant because of the nature of the services that the Consultant is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with the securities laws of all other relevant jurisdictions. (d) SECTION 162(m) LIMITATION. Subject to the provisions of Section 12 relating to adjustments upon changes in the shares of Common Stock, no Employee shall be eligible to be granted Options covering more than one million (1,000,000) shares of the Common Stock during any fiscal year of the Company. 6. OPTION PROVISIONS. Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: (a) TERM. Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date it was granted. (b) EXERCISE PRICE OF AN INCENTIVE STOCK OPTION. Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. (c) EXERCISE PRICE OF A NONSTATUTORY STOCK OPTION. The exercise price of each Nonstatutory Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if (i) such Option is granted with an exercise of not less than fifty percent (50%) of the Fair Market Value of the Common Stock subject to the Option to an individual who is not employed by the Company or an Affiliate or immediately prior to the date of grant of the Option to induce such individual to accept employment with the Company or an Affiliate or (ii) such Option is granted pursuant to an 7.

assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. (d) CONSIDERATION. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Stock Option): (1) by delivery to the Company of other Common Stock that has been held by the Optionee for more than six (6) months, which delivery may be made by attestation or actual delivery, (2) by delivery, in a form prescribed by the Company, of an irrevocable direction to a securities broker approved by the Company to sell Common Stock and to deliver all or part of the sales proceeds to the Company in payment of all or part of the purchase price and applicable withholding taxes, (3) according to a deferred payment or other similar arrangement with the Optionee or (4) in any other form of legal consideration that may be acceptable to the Board; provided, however, that at any time that the Company is incorporated in Delaware, payment of the Common Stock's "par value," as defined in the Delaware General

assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. (d) CONSIDERATION. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Stock Option): (1) by delivery to the Company of other Common Stock that has been held by the Optionee for more than six (6) months, which delivery may be made by attestation or actual delivery, (2) by delivery, in a form prescribed by the Company, of an irrevocable direction to a securities broker approved by the Company to sell Common Stock and to deliver all or part of the sales proceeds to the Company in payment of all or part of the purchase price and applicable withholding taxes, (3) according to a deferred payment or other similar arrangement with the Optionee or (4) in any other form of legal consideration that may be acceptable to the Board; provided, however, that at any time that the Company is incorporated in Delaware, payment of the Common Stock's "par value," as defined in the Delaware General Corporation Law, shall not be made by deferred payment. If, pursuant to clause (ii)(2) above, the Optionee delivers shares of Common Stock that the Optionee has acquired pursuant to a restricted stock award made under this Plan or a stock award agreement made under the 1991 Plan and that have not yet vested, the restrictions applicable to the delivered shares shall be imposed upon the Common Stock issued upon the exercise of the Option. In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement. (e) TRANSFERABILITY OF AN INCENTIVE STOCK OPTION. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionee only by the Optionee. Notwithstanding the foregoing, the Optionee may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option. (f) TRANSFERABILITY OF A NONSTATUTORY STOCK OPTION. A Nonstatutory Stock Option shall be transferable to the extent provided in the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionee only by the Optionee. Notwithstanding the foregoing, the Optionee may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option. (g) VESTING GENERALLY. The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other 8.

criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this subsection 6(g) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised. (h) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionee's Continuous Service terminates (other than upon the Optionee's death or Disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionee's Continuous Service (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionee does not exercise his or her Option within the time specified in the Option Agreement, the

criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this subsection 6(g) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised. (h) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionee's Continuous Service terminates (other than upon the Optionee's death or Disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionee's Continuous Service (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionee does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. (i) EXTENSION OF TERMINATION DATE. An Optionee's Option Agreement may also provide that if the exercise of the Option following the termination of the Optionee's Continuous Service (other than upon the Optionee's death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in subsection 6(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionee's Continuous Service during which the exercise of the Option would not be in violation of such registration requirements. (j) DISABILITY OF OPTIONEE. In the event that an Optionee's Continuous Service terminates as a result of the Optionee's Disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate. (k) DEATH OF OPTIONEE. In the event (i) an Optionee's Continuous Service terminates as a result of the Optionee's death or (ii) the Optionee dies within the period (if any) specified in the Option Agreement after the termination of the Optionee's Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionee was entitled to exercise such Option as of the date of death) by the Optionee's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionee's death pursuant to subsection 6(e) or 6(f), but only within the period ending on the earlier of (1) the date twelve (12) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate. (l) EARLY EXERCISE. The Option may, but need not, include a provision whereby the Optionee may elect at any time before the Optionee's Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the 9.

full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. 7. PROVISIONS OF RESTRICTED STOCK AWARDS. Each restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of restricted stock purchase agreements may change from time to time, and the terms and conditions of separate restricted stock purchase agreements need not be identical, but each restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. 7. PROVISIONS OF RESTRICTED STOCK AWARDS. Each restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of restricted stock purchase agreements may change from time to time, and the terms and conditions of separate restricted stock purchase agreements need not be identical, but each restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: (a) CONSIDERATION. A restricted stock award may be awarded in consideration for past services actually rendered to the Company or an Affiliate for its benefit. (b) VESTING. Shares of Common Stock acquired under a restricted stock purchase agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board. The restricted stock award may be subject to such other terms and conditions on the time or times at which it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual restricted stock awards may vary. (c) TERMINATION OF PARTICIPANT'S CONTINUOUS SERVICE. In the event a Participant's Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the restricted stock purchase agreement. (d) TRANSFERABILITY. Rights to acquire shares under the restricted stock purchase agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the restricted stock purchase agreement, as the Board shall determine in its discretion, so long as Common Stock awarded under the restricted stock purchase agreement remains subject to the terms of the restricted stock purchase agreement. 8. NON-EXECUTIVE DIRECTOR STOCK AWARDS. (a) Without any further action of the Board or any committee thereof, each Non-Executive Director shall be granted a Non-Executive Director Stock Award at each of the times specified in subsection 8(a)(1) below, which Non-Executive Director Award shall have the terms set forth in subsections 8(a)(2) and 8(a)(3) below. Such award shall result in the issuance and delivery of shares of the Corporation's Common Stock to the NonExecutive Director on the date of grant. (i) QUARTERLY GRANTS. Each Non-Executive Director who is serving as a Non-Executive Director on the last day of each of the Corporation's fiscal quarters shall be granted a Non-Executive Director Stock Award on such day (a "Quarterly Grant"). 10.

(ii) NUMBER OF SHARES. The number of shares of the Corporation's Common Stock subject to each Quarterly Grant will be equal to the quotient of Eight Thousand Seven Hundred Fifty Dollars ($8,750) divided by the Fair Market Value of the Common Stock on the date of grant, rounded down to the nearest whole share. (iii) VESTING. Each Quarterly Grant shall be fully vested on the date of grant. (b) DEFERRED STOCK AWARDS. Without any further action of the Board or any committee thereof, each Non-Executive Director shall be granted a deferred Non-Executive Director Stock Award at the time specified in subsection 8(b)(1) below, which deferred Non-Executive Director Stock Award shall have the terms set forth in subsections 8(b)(2) and 8(b)(3) below. Until shares of the Corporation's Common Stock are issued pursuant to subsection 8(b)(3) below in respect of a deferred Non-Executive Director Stock Award, such Award shall represent a notional number of shares and a promise by the Corporation to issue to the Non-Executive Director

(ii) NUMBER OF SHARES. The number of shares of the Corporation's Common Stock subject to each Quarterly Grant will be equal to the quotient of Eight Thousand Seven Hundred Fifty Dollars ($8,750) divided by the Fair Market Value of the Common Stock on the date of grant, rounded down to the nearest whole share. (iii) VESTING. Each Quarterly Grant shall be fully vested on the date of grant. (b) DEFERRED STOCK AWARDS. Without any further action of the Board or any committee thereof, each Non-Executive Director shall be granted a deferred Non-Executive Director Stock Award at the time specified in subsection 8(b)(1) below, which deferred Non-Executive Director Stock Award shall have the terms set forth in subsections 8(b)(2) and 8(b)(3) below. Until shares of the Corporation's Common Stock are issued pursuant to subsection 8(b)(3) below in respect of a deferred Non-Executive Director Stock Award, such Award shall represent a notional number of shares and a promise by the Corporation to issue to the Non-Executive Director such number of shares (subject to adjustment as provided in Section 12(a)), and the Non-Executive Director shall have no stockholder or other ownership rights (including, but not limited to, the right to receive any dividend paid) in respect of such shares until their issuance. (i) QUARTERLY GRANTS. Each Non-Executive Director who is serving as a Non-Executive Director on the last day of each of the Corporation's fiscal quarters shall be granted a deferred Non-Executive Director Stock Award on such day (a "Quarterly Deferred Grant"). (ii) NUMBER OF SHARES. Each Quarterly Deferred Grant will entitle the Non-Executive Director to receive, at the time specified in subsection 8(b)(3) below, a number of shares of the Corporation's Common Stock equal to the quotient of Eight Thousand Seven Hundred Fifty Dollars ($8,750) divided by the Fair Market Value of the Common Stock on the date of grant, rounded down to the nearest whole share (and subject to adjustment as necessary). (iii) VESTING; ISSUANCE. Each Quarterly Deferred Grant shall be fully vested on the date of grant; provided that the notional number of shares of the Corporation's Common Stock in respect of each Quarterly Deferred Grant shall not be issued or issuable, and instead shall accumulate and be credited by the Corporation to a bookkeeping account in the name of such Director, until such time as the Director terminates his or her service on the Board of Directors for any reason, at which time the Corporation shall issue and deliver to the Non-Executive Director, within thirty (30) days of such termination of service, a number of shares of the Corporation's Common Stock equal to the cumulative notional number of shares (as adjusted) in respect of such Director's cumulative Quarterly Deferred Grants. (c) CONSIDERATION. Each Quarterly Grant and Quarterly Deferred Grant shall be awarded in consideration for services rendered as a Non-Executive Director. (d) AMENDMENT OF TERMS OF NON-EXECUTIVE DIRECTOR STOCK AWARDS. The Board may at any time, and from time to time, amend the terms pursuant to which Non-Executive Director Stock Awards, including the Quarterly Grants and Quarterly Deferred Grants, shall be 11.

granted including, without limitation, amendment of the dollar amount specified in subsections 8(a)(2) and 8(b)(2) above and any other provision of this Section 8. 9. COVENANTS OF THE COMPANY. (a) AVAILABILITY OF SHARES. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards. (b) LEGAL COMPLIANCE. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock

granted including, without limitation, amendment of the dollar amount specified in subsections 8(a)(2) and 8(b)(2) above and any other provision of this Section 8. 9. COVENANTS OF THE COMPANY. (a) AVAILABILITY OF SHARES. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards. (b) LEGAL COMPLIANCE. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. 10. USE OF PROCEEDS FROM STOCK. Proceeds from the sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company. 11. MISCELLANEOUS. (a) ACCELERATION OF EXERCISABILITY AND VESTING. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest. (b) STOCKHOLDER RIGHTS. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms. (c) NO EMPLOYMENT OR OTHER SERVICE RIGHTS. Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant's agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. 12.

(d) INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. (e) INVESTMENT ASSURANCES. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable

(d) INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. (e) INVESTMENT ASSURANCES. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant's own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. (f) WITHHOLDING OBLIGATIONS. To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy any federal, state, local or foreign tax withholding obligation relating to the exercise or acquisition of Common Stock under a Stock Award by any of the following means (in addition to the Company's right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) tendering a cash payment, (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Stock Award or (iii) delivering to the Company owned and unencumbered shares of the Common Stock. Notwithstanding the foregoing, the Company shall not be authorized to withhold shares of Common Stock at rates in excess of the minimum statutory withholding rates imposed upon the Company for federal and state tax purposes if such withholding would result in a charge to the Company's earnings for accounting purposes. 12. ADJUSTMENTS UPON CHANGES IN STOCK. (a) CAPITALIZATION ADJUSTMENTS. If any change is made in the Common Stock subject to the Plan, or subject to any Stock Award, 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 13.

receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 5(d), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards shall terminate immediately prior to such event.

receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 5(d), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without receipt of consideration" by the Company.) (b) DISSOLUTION OR LIQUIDATION. In the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards shall terminate immediately prior to such event. (c) CHANGE IN CONTROL. Unless otherwise provided in the Stock Award Agreement, in the event of a Change in Control, then (i) prior to the completion of the Change in Control, any surviving entity or controlling entity may assume any Stock Awards outstanding under the Plan or may substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the Change in Control) for those outstanding under the Plan or (ii) prior to the completion of the Change in Control, the Board may, in its sole discretion, make cash payments to Participants holding Stock Awards in amounts that the Board determines represent the cash value of the outstanding Stock Awards and such payments shall completely discharge the Company's obligations under such outstanding Stock Awards. In the event (i) any surviving corporation or acquiring corporation does not assume such Stock Awards or substitute similar stock awards for those outstanding under the Plan and (ii) the Board does not settle the outstanding Stock Awards in cash, then (a) with respect to Stock Awards held by Participants whose Continuous Service has not terminated, the vesting of such Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated in full as of a time designated by the Board, and the Stock Awards shall terminate if not exercised (if applicable) at or prior to a time designated by the Board and (b) with respect to any other Stock Awards outstanding under the Plan, such Stock Awards shall terminate if not exercised (if applicable) prior to a time designated by the Board. 13. LIMITATION ON PAYMENTS. (a) BASIC RULE. Any provision of the Plan to the contrary notwithstanding, in the event that the independent auditors most recently selected by the Board (the "Auditors") determine that any payment or transfer by the Company to or for the benefit of a Participant, whether paid or payable (or transferred or transferable) pursuant to the terms of this Plan or otherwise (a "Payment"), would be nondeductible by the Company for federal income tax purposes because of the provisions concerning "excess parachute payments" in Section 280G of the Code, then the aggregate present value of all Payments shall be reduced (but not below zero) to the Reduced Amount; provided that the Board, at the time of granting a Stock Award under this Plan or at any time thereafter, may specify in writing that such Award shall not be so reduced and shall not be subject to this Section 13. For purposes of this Section 13, the "Reduced Amount" shall be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of section 280G of the Code. 14.

(b) REDUCTION OF PAYMENTS. If the Auditors determine that any Payment would be nondeductible by the Company because of Section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of his or her election within ten (10) days of receipt of notice; provided, however, that such election shall be subject to Company approval if made on or after the effective date of a Change in Control. If no such election is made by the Participant within such ten (10) day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Auditors under this Section 13 shall be binding upon the

(b) REDUCTION OF PAYMENTS. If the Auditors determine that any Payment would be nondeductible by the Company because of Section 280G of the Code, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of his or her election within ten (10) days of receipt of notice; provided, however, that such election shall be subject to Company approval if made on or after the effective date of a Change in Control. If no such election is made by the Participant within such ten (10) day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this Section 13, present value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Auditors under this Section 13 shall be binding upon the Company and the Participant and shall be made within sixty (60) days of the date when a payment becomes payable or transferable. As promptly as practicable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or for the benefit of the Participant in the future such amounts as become due to him or her under the Plan. (c) OVERPAYMENTS AND UNDERPAYMENTS. As a result of uncertainty in the application of Section 280G of the Code at the time of an initial determination by the Auditors hereunder, it is possible that Payments will have been made by the Company which should not have been made (an "Overpayment") or that additional Payments which will not have been made by the Company could have been made (an "Underpayment"), consistent in each case with the calculation of the Reduced Amount hereunder. In the event that the Auditors determine, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant which the Auditors believe has a high probability of success, that an Overpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Participant which he or she shall repay to the Company, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Participant to the Company if and to the extent that such payment would not reduce the amount that is subject to taxation under Section 4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Participant, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code. (d) RELATED CORPORATIONS. For purposes of this Section 13, the term "Company" shall include affiliated corporations to the extent determined by the Auditors in accordance with Section 280G(d)(5) of the Code. 14. AMENDMENT OF THE PLAN AND STOCK AWARDS. (a) AMENDMENT OF PLAN. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 12 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the stockholders of the 15.

Company to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any securities exchange listing requirements. (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers. (c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating

Company to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any securities exchange listing requirements. (b) STOCKHOLDER APPROVAL. The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers. (c) CONTEMPLATED AMENDMENTS. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith. (d) NO IMPAIRMENT OF RIGHTS. Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing. (e) AMENDMENT OF STOCK AWARDS. The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards; provided, however, that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing. 15. TERMINATION OR SUSPENSION OF THE PLAN. (a) PLAN TERM. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated. (b) NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect, except with the written consent of the Participant. 16. EFFECTIVE DATE OF PLAN. The Plan shall become effective on the date on which it is adopted by the Board (the "Effective Date"), but no Stock Award shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board. 17. CHOICE OF LAW. The law of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of laws rules. 16.

EXHIBIT 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September 5, 2003, by and between MARTIN M. KOFFEL (the "Employee") and URS CORPORATION, a Delaware corporation (the "Company").

EXHIBIT 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of September 5, 2003, by and between MARTIN M. KOFFEL (the "Employee") and URS CORPORATION, a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, the Company and the Employee entered into an Employment Agreement effective as of December 16, 1991, as amended by that Amendment to Employment Agreement effective as of October 13, 1998, and further amended by that Second Amendment to Employment Agreement effective as of March 23, 1999 (which agreement, as so amended, is referred to below as the "Prior Agreement"); and WHEREAS, the Company wishes to continue employing the Employee and the Employee is willing to continue such employment pursuant to the terms and conditions of this Agreement, which shall amend, restate and supersede the Prior Agreement. NOW, THEREFORE, the parties agree as follows: 1. TERM OF EMPLOYMENT. (a) BASIC RULE. The Company agrees to continue to employ the Employee, and the Employee agrees to remain in employment with the Company, from the date hereof until the date when the Employee's employment terminates pursuant to Subsection (b), (c), (d), (e), (f) or (g) below. (b) TERMINATION BY COMPANY WITHOUT CAUSE. The Company may terminate the Employee's employment at any time without Cause (as defined below) and for any reason or no reason whatsoever by giving the Employee thirty (30) days' advance notice in writing. (c) TERMINATION BY COMPANY FOR CAUSE. The Company may terminate the Employee's employment at any time for Cause. For all purposes under this Agreement, "Cause" shall mean: (i) A willful failure by the Employee to substantially perform his duties hereunder, other than as a result of the death or Disability (as defined below) of the Employee; or (ii) A willful act, or failure to act, by the Employee that constitutes gross misconduct or fraud and which is materially injurious to the Company. 1

No act, or failure to act, by the Employee shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest. (d) DISABILITY. The Company may terminate the Employee's employment due to Disability by giving the Employee thirty (30) days' advance notice in writing. For all purposes under this Agreement, "Disability" shall mean that the Employee, at the time the notice is given, has performed none of his duties under this Agreement for a period of not less than one hundred eighty (180) consecutive days as a result of his incapacity due to a physical or mental illness. In the event the Employee resumes the performance of substantially all of his duties hereunder before termination of his active employment under this Section 1(d) becomes effective, the notice of termination shall automatically be deemed to have been revoked. (e) RESIGNATION BY EMPLOYEE. The Employee may terminate his employment at any time by giving the Company thirty (30) days' advance notice in writing.

No act, or failure to act, by the Employee shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest. (d) DISABILITY. The Company may terminate the Employee's employment due to Disability by giving the Employee thirty (30) days' advance notice in writing. For all purposes under this Agreement, "Disability" shall mean that the Employee, at the time the notice is given, has performed none of his duties under this Agreement for a period of not less than one hundred eighty (180) consecutive days as a result of his incapacity due to a physical or mental illness. In the event the Employee resumes the performance of substantially all of his duties hereunder before termination of his active employment under this Section 1(d) becomes effective, the notice of termination shall automatically be deemed to have been revoked. (e) RESIGNATION BY EMPLOYEE. The Employee may terminate his employment at any time by giving the Company thirty (30) days' advance notice in writing. (f) DEATH OF EMPLOYEE. The Employee's employment shall terminate automatically in the event of his death. (g) RETIREMENT OF EMPLOYEE. The Employee's employment shall terminate automatically on the last day of the Company's fiscal year that includes April 4, 2006, or such later date as the parties may mutually agree (the "Retirement Date"). (h) RIGHTS UPON TERMINATION. Except as expressly provided in Section 6, upon the termination of the Employee's employment pursuant to this Section 1, the Employee shall only be entitled to the compensation, benefits and reimbursements described in Sections 3, 4 and 5 for the period preceding the effective date of the termination. The payments under this Agreement shall fully discharge all responsibilities of the Company, its subsidiary and affiliated corporations and related entities (collectively, "URS" and, individually, a "URS Entity") to the Employee. (i) TERMINATION OF AGREEMENT. This Agreement shall terminate on the date when all obligations of the parties hereunder have been satisfied. 2. DUTIES AND SCOPE OF EMPLOYMENT. (a) POSITIONS. For the term of his employment under this Agreement, the Company agrees to employ the Employee as the Chief Executive Officer, President and Chairman of the Board of the Company. While employed hereunder, the Employee shall have and may exercise all of the powers, functions, duties and responsibilities normally attributable to and commensurate with such positions, including such powers, duties and responsibilities as are set forth with respect to such positions in the certificate of incorporation and bylaws of the Company (as from time to time in effect) and as may be reasonably delegated or assigned to him from time to time by the Board of Directors of the Company (the "Board"). The Employee shall report directly and exclusively to the Board, but acknowledges and agrees that responding to inquiries and requests made by duly appointed committees of the Board is within the scope of his responsibilities as Chief Executive Officer, President and Chairman of the Board. 2

(b) OBLIGATIONS. During the term of his employment under this Agreement, the Employee shall devote his full business efforts and time to URS and shall not render services to any other person or entity without obtaining either the prior approval of the Compensation Committee of the Board (the "Compensation Committee") or the written consent of the Chairman of the Compensation Committee. The foregoing, however, shall not preclude the Employee from (i) engaging in appropriate civic, charitable or religious activities, (ii) devoting a reasonable amount of time to private investments that do not interfere or conflict with his responsibilities to the Company or (iii) devoting a reasonable amount of time to serving on the boards of directors of other corporations, consistent with customary practices. (c) RESIGNATION FROM OTHER POSITIONS. Immediately upon request by the Company, upon or after

(b) OBLIGATIONS. During the term of his employment under this Agreement, the Employee shall devote his full business efforts and time to URS and shall not render services to any other person or entity without obtaining either the prior approval of the Compensation Committee of the Board (the "Compensation Committee") or the written consent of the Chairman of the Compensation Committee. The foregoing, however, shall not preclude the Employee from (i) engaging in appropriate civic, charitable or religious activities, (ii) devoting a reasonable amount of time to private investments that do not interfere or conflict with his responsibilities to the Company or (iii) devoting a reasonable amount of time to serving on the boards of directors of other corporations, consistent with customary practices. (c) RESIGNATION FROM OTHER POSITIONS. Immediately upon request by the Company, upon or after the termination of the employment of the Employee, he shall resign from any position he holds as director, officer, trustee, nominee, agent for service of process, attorney-in-fact or similar position with respect to any URS Entity, and shall execute, verify, acknowledge, swear to and deliver any documents and instruments reasonably requested by the Company or required to reflect such resignation. 3. BASE COMPENSATION AND TARGET BONUS. Commencing April 1, 2003 and during the term of his employment under this Agreement, the Company agrees to pay the Employee as compensation for his services a base salary at an annual rate of Nine Hundred Thousand Dollars ($900,000), or at such higher rate as the Compensation Committee may determine from time to time. Once the Compensation Committee has increased such salary, it thereafter shall not be reduced. Such salary shall be payable in accordance with the Company's standard payroll procedures. (The annual rate of base salary specified in this Section 3, as increased by the Compensation Committee from time to time, is referred to in this Agreement as "Base Compensation.") In addition, during the term of his employment under this Agreement (including without limitation with respect to any fiscal year that ends on the Retirement Date), the Company agrees that the Employee shall participate in the Company's annual bonus plan with a target bonus percentage of one hundred percent (100%) of Base Compensation, or at such higher percentage as the Compensation Committee may determine from time to time. (The annual target bonus percentage specified in this Section 3, regardless of whether any actual bonus plan is in effect for any fiscal year, as increased by the Compensation Committee from time to time, is referred to in this Agreement as "Annual Target Bonus.") 4. EMPLOYEE BENEFITS, STOCK OPTIONS, AND INCENTIVE COMPENSATION, AND OTHER COMPENSATION PLANS AND PROGRAMS. (a) GENERAL. During the term of his employment under this Agreement, the Employee shall be eligible to participate in the employee benefit plans, stock option and other equity-based incentive and compensation plans, and other executive incentive and compensation programs maintained with respect to employees of the Company, subject in each case to (i) the generally applicable terms and conditions of the applicable plan or program and to the determinations of the Board, a duly appointed committee of the Board or other person administering such plan or program and (ii) amendment, modification or termination of any such plan or program in the sole and absolute discretion of URS. 3

(b) EQUITY GRANTS. Upon execution and delivery of this Agreement, the Employee shall be granted 100,000 shares of restricted stock under the Company's 1999 Equity Incentive Plan (the "1999 Plan"), such grant to provide for (i) ratable vesting of 33,333 shares, 33,333 shares and 33,334 shares on the first, second and third anniversaries of the date of this Agreement, (ii) accelerated vesting of all such unvested shares in the event of termination pursuant to Section 6(a)(ii), (iv), (v) or (vi) of this Agreement, and (iii) other terms consistent with prior restricted stock grants to the Employee and the 1999 Plan. In addition, commencing November 1, 2003, the Employee shall be eligible for additional equity grants or awards consistent with the type and size of equity grants and awards provided to other senior executives of the Company when such grants or awards are made generally to such senior executives as a group. (c) AUTOMOBILE. During the term of his employment under this Agreement, the Company shall provide the Employee, at his election, either (i) with an appropriate automobile or (ii) with a monthly automobile allowance equal to the total cost of leasing an

(b) EQUITY GRANTS. Upon execution and delivery of this Agreement, the Employee shall be granted 100,000 shares of restricted stock under the Company's 1999 Equity Incentive Plan (the "1999 Plan"), such grant to provide for (i) ratable vesting of 33,333 shares, 33,333 shares and 33,334 shares on the first, second and third anniversaries of the date of this Agreement, (ii) accelerated vesting of all such unvested shares in the event of termination pursuant to Section 6(a)(ii), (iv), (v) or (vi) of this Agreement, and (iii) other terms consistent with prior restricted stock grants to the Employee and the 1999 Plan. In addition, commencing November 1, 2003, the Employee shall be eligible for additional equity grants or awards consistent with the type and size of equity grants and awards provided to other senior executives of the Company when such grants or awards are made generally to such senior executives as a group. (c) AUTOMOBILE. During the term of his employment under this Agreement, the Company shall provide the Employee, at his election, either (i) with an appropriate automobile or (ii) with a monthly automobile allowance equal to the total cost of leasing an appropriate automobile. (d) DISABILITY INSURANCE. During the term of his employment under this Agreement, the Company shall reimburse the Employee for the cost of maintaining a supplemental disability income insurance policy that provides a monthly benefit of not less than $10,000. Such policy shall be equivalent to the policy in effect on the date hereof. (e) LIFE INSURANCE. During the term of his employment under this Agreement, the Company shall pay to the Employee an amount (the "Life Insurance Reimbursement Payment") sufficient to reimburse the Employee for the cost as incurred of one or more policies of term life insurance on the life of the Employee with face amount death benefits in an aggregate amount up to four times his Base Compensation, together with an additional amount (the "Life Insurance Gross-Up Payment") such that after payment by the Employee of all income and employment taxes on the Life Insurance Reimbursement Payment and the Life Insurance Gross-Up Payment, the Employee retains an amount equal to the Life Insurance Reimbursement Payment. 5. BUSINESS EXPENSES. In accordance with the Company's generally applicable policies, (i) during the term of his employment under this Agreement, the Employee shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder (including without limitation such expenses arising from the participation of the Employee's spouse in the performance of such duties), and (ii) the Company shall reimburse the Employee for such expenses upon presentation of an itemized account and appropriate supporting documentation. 6. TERMINATION BENEFITS AND PRIVILEGES. (a) The benefits set forth in this Section 6(a) shall apply to (i) the voluntary resignation of employment by the Employee prior to April 4, 2004, (ii) the termination of the Employee's employment prior to April 4, 2004 due to death or Disability, (iii) the voluntary 4

resignation of employment by the Employee on or after April 4, 2004 but before the Retirement Date, (iv) the termination of the Employee's employment on the Retirement Date, (v) the termination of the Employee's employment by the Company for any reason other than Cause at any time prior to the Retirement Date, or (vi) the voluntary resignation of employment by the Employee or the termination of the Employee's employment by the Company during the term of this Agreement and within two (2) years following a Change in Control (as defined below); provided, that if clause (vi) applies at any time that any of clauses (i) through (v) also apply, then the benefits and privileges associated with clause (vi) shall override such other provisions. (1) ONGOING PARTICIPATION IN GROUP PLANS. In the event the termination of the Employee is described in clause (a)(i), (ii), (iii), (iv), (v) or (vi) above, the Employee shall be entitled to continued participation in the basic group health

resignation of employment by the Employee on or after April 4, 2004 but before the Retirement Date, (iv) the termination of the Employee's employment on the Retirement Date, (v) the termination of the Employee's employment by the Company for any reason other than Cause at any time prior to the Retirement Date, or (vi) the voluntary resignation of employment by the Employee or the termination of the Employee's employment by the Company during the term of this Agreement and within two (2) years following a Change in Control (as defined below); provided, that if clause (vi) applies at any time that any of clauses (i) through (v) also apply, then the benefits and privileges associated with clause (vi) shall override such other provisions. (1) ONGOING PARTICIPATION IN GROUP PLANS. In the event the termination of the Employee is described in clause (a)(i), (ii), (iii), (iv), (v) or (vi) above, the Employee shall be entitled to continued participation in the basic group health insurance plans maintained by the Company, as further detailed in Article 6 of that Amended and Restated Supplemental Executive Retirement Agreement between the Employee and the Company dated as of September 5, 2003 (the "Restated SERP"). (2) SEVERANCE PAYMENT. In the event the termination of the Employee is described in clause (a)(i) above, the Company shall pay the Employee the amount of two million five hundred thousand dollars ($2,500,000). In the event the termination of the Employee is described in clause (a)(ii), (iii), (iv) or (v) above, the Company shall pay the Employee (or his estate) the amount of five million dollars ($5,000,000). In the event the termination of the Employee is described in clause (a)(vi) above, the Company shall pay the Employee the amount equal to three hundred percent (300%) of the sum of (x) the Employee's Base Compensation plus (y) the product of the Annual Target Bonus multiplied by the Employee's Base Compensation, all as such amounts are in effect on the date of the employment termination. Any such payment under this Subsection (a)(2) ("Severance Payment") shall be paid either in a lump sum within five (5) business days following the date of termination or, as further described in Section 7 below, at the Employee's election in installments. (3) EXTENSION OF STOCK OPTION EXERCISE PERIOD. In the event the termination of the Employee is described in clause (a)(i), (ii), (iii), (iv), (v) or (vi) above, the exercise period for all of the Employee's stock options shall be extended to thirty-six (36) months from the date of such termination, except if and to the extent specifically provided to the contrary under the terms of the applicable plan, or under the terms of any specific grant or award made to the Employee under any such plan and accepted by the Employee in writing. (4) ACCELERATION OF STOCK AWARDS. The Company acknowledges and agrees that all stock options, restricted stock awards and similar rights previously granted to the Employee are fully vested as of the date of this Agreement, other than the restricted stock award for 75,000 shares and the stock option for 105,000 shares made to the Employee on July 15, 2002, of which 25,000 shares and options for 35,000 shares, respectively, are fully vested on the date of this Agreement. In addition, in the event the termination of the Employee is described in clause (a)(iv), (v) or (vi) above, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, bonus, stock option, stock appreciation rights, restricted stock, phantom stock or similar plans maintained by URS, except if and to the extent specifically provided to the contrary under the 5

terms of any such plan, or under the terms of any specific grant or award made to the Employee under any such plan and accepted by the Employee in writing. (b) NO MITIGATION. The Employee shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 6, nor shall any such payment or benefit be reduced by earnings or benefits that the Employee may receive from any other source. (c) CHANGE IN CONTROL DEFINITION. For all purposes under this Agreement, "Change in Control" shall mean the occurrence of any of the following events after the date of this Agreement: (i) A change in control required to be reported pursuant to Item 6(e) of Schedule 14A of Regulation 14A under

terms of any such plan, or under the terms of any specific grant or award made to the Employee under any such plan and accepted by the Employee in writing. (b) NO MITIGATION. The Employee shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 6, nor shall any such payment or benefit be reduced by earnings or benefits that the Employee may receive from any other source. (c) CHANGE IN CONTROL DEFINITION. For all purposes under this Agreement, "Change in Control" shall mean the occurrence of any of the following events after the date of this Agreement: (i) A change in control required to be reported pursuant to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) A change in the composition of the Company's Board of Directors, as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (i) had been directors of the Company twenty-four (24) months prior to such change or (ii) were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the directors who had been directors of the Company twenty-four (24) months prior to such change and who were still in office at the time of the election or nomination; or (iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) through the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the "Base Capital Stock"); except that: a. The beneficial ownership by a person of twenty percent (20%) or more, but less than a majority, of the Base Capital Stock shall not constitute a Change in Control if such beneficial ownership was acquired in the ordinary course of such person's business and not with the purpose or effect of changing or influencing the control of the Company and if such person is eligible to file a short-form statement on Schedule 13G under Rule 13d-1 under the Exchange Act with respect to such beneficial ownership; b. The beneficial ownership by Blum Capital Partners, L.P. and any person "affiliated" (within the meaning of the Exchange Act) with Blum Capital Partners, L.P. (collectively, "Blum") of the Base Capital Stock shall not constitute a Change in Control unless and until Blum, either alone or as a member of a group that constitutes a "person" (as defined above), beneficially owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock; and c. The beneficial ownership by TCG Holdings, L.L.C. and any person "affiliated" with TCG Holdings, L.L.C. (collectively, "TCG") of the Base Capital Stock shall not constitute a Change in Control unless and until TCG, either alone or as a member 6

of a group that constitutes a "person" (as defined above), beneficially owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock. 7. TIMING OF SEVERANCE PAYMENT. The Severance Payment shall be made in one lump sum on the first day of the month following the month in which the Employee's employment with the Company terminates (the "lump sum payment date"); provided, however, that the Employee may, upon executing this Agreement or thereafter, upon written notice to the Company, elect to receive his Severance Payment in installments payable on such date or dates on or subsequent to the lump sum payment date as the Employee may specify in such notice. Such election shall be irrevocable; provided, however, that the Employee may change his election of the installment method if such election is made by written notice to the Company at least one (1) year prior to the date that the Severance Payment is due to be made to the Employee. If the Employee does not elect the installment method at least one (1) year prior to the date that the Severance Payment is due to be

of a group that constitutes a "person" (as defined above), beneficially owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock. 7. TIMING OF SEVERANCE PAYMENT. The Severance Payment shall be made in one lump sum on the first day of the month following the month in which the Employee's employment with the Company terminates (the "lump sum payment date"); provided, however, that the Employee may, upon executing this Agreement or thereafter, upon written notice to the Company, elect to receive his Severance Payment in installments payable on such date or dates on or subsequent to the lump sum payment date as the Employee may specify in such notice. Such election shall be irrevocable; provided, however, that the Employee may change his election of the installment method if such election is made by written notice to the Company at least one (1) year prior to the date that the Severance Payment is due to be made to the Employee. If the Employee does not elect the installment method at least one (1) year prior to the date that the Severance Payment is due to be made by the Employee, he shall be deemed to have elected to receive the Severance Payment in one lump sum on the lump sum payment date. 8. CERTAIN ADDITIONAL PAYMENTS. If any payments, distributions or other benefits by or from the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payment required under this Section 8) (collectively, the "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive from the Company an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Employee of all taxes (including, without limitation, any income and employment taxes and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. All calculations required by this Section 8 shall be performed by the independent auditors retained by the Company most recently prior to the Change in Control (the "Auditors"), based on information supplied by the Company and the Employee, and shall be final and binding on the Company and the Employee. All fees and expenses of the Auditors shall be paid by the Company. 9. SUCCESSORS. (a) COMPANY'S SUCCESSORS. The Company shall require any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets, by an agreement in substance and form satisfactory to the Employee, to assume this Agreement and to agree expressly to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of a succession. The Company's failure to obtain 7

such agreement prior to the effectiveness of a succession shall be a breach of this Agreement and shall entitle the Employee to all of the compensation and benefits to which he would have been entitled hereunder if the Company had terminated his employment without Cause immediately after such succession becomes effective. For all purposes under this Agreement, the term "Company" shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Subsection (a) or which becomes bound by this Agreement by operation of law. (b) EMPLOYEE'S SUCCESSORS. Provided that the Employee may not delegate his duties hereunder without the consent of the Board, this Agreement and all rights hereunder shall inure to the benefit of, and be enforceable by, the parties' successors, assigns, personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.

such agreement prior to the effectiveness of a succession shall be a breach of this Agreement and shall entitle the Employee to all of the compensation and benefits to which he would have been entitled hereunder if the Company had terminated his employment without Cause immediately after such succession becomes effective. For all purposes under this Agreement, the term "Company" shall include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Subsection (a) or which becomes bound by this Agreement by operation of law. (b) EMPLOYEE'S SUCCESSORS. Provided that the Employee may not delegate his duties hereunder without the consent of the Board, this Agreement and all rights hereunder shall inure to the benefit of, and be enforceable by, the parties' successors, assigns, personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees. 10. NONDISCLOSURE. During the term of this Agreement and thereafter, the Employee shall not, without the prior written consent of the Board, disclose or use for any purpose (except in the course of his employment under this Agreement and in furtherance of the business of URS) confidential information or proprietary data of URS, except as required by applicable law or legal process, in which case promptly and before disclosure the Employee shall give notice to the Company of any such requirement or process; provided, however, that confidential information shall not include any information available from another source on a nonconfidential basis, known generally to the public, or ascertainable from public or published information (other than as a result of unauthorized disclosure by the Employee) or any information of a type not otherwise considered confidential by persons engaged in the same business as, or a business similar to, that conducted by URS. The Employee agrees to deliver to the Company at the termination of his employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports and other documents or electronic information (and copies thereof) relating to the business of URS, which he may then possess or have under his control. Nothing in this Section 10 or elsewhere in this Agreement shall be deemed to waive, or to permit or authorize the Employee to take any action which waives or could have the consequence of waiving, the attorney-client privilege, the work product doctrine or any other privilege or doctrine with respect to any information in the possession of the Employee or any communication between the Employee and URS or any of its directors, officers, employees, agents or other representatives. 11. MISCELLANEOUS PROVISIONS. (a) NOTICE. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered, when mailed by U.S. registered mail (return receipt requested and postage prepaid), or when telecopied. In the case of the Employee, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing for income tax withholding purposes or by notice given pursuant to this Subsection 11(a). In the case of the Company, mailed notices shall be addressed to its corporate headquarters as reflected in its most recent Report on Form 10-Q or Form 10-K filed with the U.S. Securities and Exchange Commission, directed to the attention of its Secretary. Telecopied notices shall be sent to such telephone number as the Company and the Employee may specify for this purpose. 8

(b) WAIVER. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) WHOLE AGREEMENT. This Agreement and the Restated SERP constitute the entire agreement between the Employee and the Company with respect to the subject matter hereof and thereof, and no agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement or the Restated SERP have been made or entered into by either party with respect to such subject matter. Effective as of the date hereof, this Agreement amends, restates and supersedes the Prior Agreement and any other prior employment agreement between the Employee and any URS Entity.

(b) WAIVER. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) WHOLE AGREEMENT. This Agreement and the Restated SERP constitute the entire agreement between the Employee and the Company with respect to the subject matter hereof and thereof, and no agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement or the Restated SERP have been made or entered into by either party with respect to such subject matter. Effective as of the date hereof, this Agreement amends, restates and supersedes the Prior Agreement and any other prior employment agreement between the Employee and any URS Entity. (d) NO SETOFF; WITHHOLDING TAXES. There shall be no right of setoff or counterclaim, with respect to any claim, debt or obligation, against payments to the Employee under this Agreement. All payments made under this Agreement shall be subject to reduction to reflect taxes required to be withheld by law. (e) CHOICE OF LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of California, without regard to where the Employee has his residence or principal office or where he performs his duties hereunder. (f) SEVERABILITY. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect. (g) NO ASSIGNMENT. The rights of any person to payments or benefits under this Agreement shall not be made subject to option or assignment, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor's process, and any action in violation of this Subsection (h) shall be void. 9

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written. MARTIN M. KOFFEL
/s/ Martin M. Koffel ------------------------------------Martin M. Koffel

URS CORPORATION, a Delaware corporation
/s/ Kent P. Ainsworth ------------------------------------Kent P. Ainsworth Executive Vice President and Chief Financial Officer

10.

EXHIBIT 10.11

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written. MARTIN M. KOFFEL
/s/ Martin M. Koffel ------------------------------------Martin M. Koffel

URS CORPORATION, a Delaware corporation
/s/ Kent P. Ainsworth ------------------------------------Kent P. Ainsworth Executive Vice President and Chief Financial Officer

10.

EXHIBIT 10.11 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the "Agreement") is entered into this 5th day of September, 2003 (the "Effective Date") between MARTIN M. KOFFEL ("Executive") and URS CORPORATION, a Delaware corporation (the "Company"). This Agreement is intended to provide Executive with a supplemental retirement benefit in addition to the benefit that Executive will be eligible to receive following the termination of his employment with the Company under the URS Corporation 401(k) Retirement Plan. This Agreement is not intended to meet the qualification requirements under Section 401 of the Code. Certain capitalized terms used in this Agreement are defined in Article 8. The Company and Executive hereby agree as follows: ARTICLE 1 SCOPE OF AND CONSIDERATION FOR THIS AGREEMENT 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive entered into a Supplemental Executive Retirement Agreement effective as of July 13, 1999 (the "Prior SERP"), which sets forth the supplemental retirement benefit that Executive or his Beneficiary will be eligible to receive following his termination of employment with the Company. 1.3 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive's past services to the Company and Executive's continued employment with the Company. 1.4 This Agreement shall amend, restate and supersede the Prior SERP and any other agreement with the Company relating to supplemental executive retirement benefits to be received by Executive upon his termination of employment with the Company. This Agreement is not intended to amend, restate or supersede any other agreement into which Executive and the Company have entered including, but not limited to, employment agreements, stock option agreements and deferred compensation agreements. ARTICLE 2

EXHIBIT 10.11 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the "Agreement") is entered into this 5th day of September, 2003 (the "Effective Date") between MARTIN M. KOFFEL ("Executive") and URS CORPORATION, a Delaware corporation (the "Company"). This Agreement is intended to provide Executive with a supplemental retirement benefit in addition to the benefit that Executive will be eligible to receive following the termination of his employment with the Company under the URS Corporation 401(k) Retirement Plan. This Agreement is not intended to meet the qualification requirements under Section 401 of the Code. Certain capitalized terms used in this Agreement are defined in Article 8. The Company and Executive hereby agree as follows: ARTICLE 1 SCOPE OF AND CONSIDERATION FOR THIS AGREEMENT 1.1 Executive is currently employed by the Company. 1.2 The Company and Executive entered into a Supplemental Executive Retirement Agreement effective as of July 13, 1999 (the "Prior SERP"), which sets forth the supplemental retirement benefit that Executive or his Beneficiary will be eligible to receive following his termination of employment with the Company. 1.3 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive's past services to the Company and Executive's continued employment with the Company. 1.4 This Agreement shall amend, restate and supersede the Prior SERP and any other agreement with the Company relating to supplemental executive retirement benefits to be received by Executive upon his termination of employment with the Company. This Agreement is not intended to amend, restate or supersede any other agreement into which Executive and the Company have entered including, but not limited to, employment agreements, stock option agreements and deferred compensation agreements. ARTICLE 2 AMOUNT OF BENEFIT Executive shall be eligible to receive a benefit under this Agreement following his termination of employment with the Company (the "Benefit"). The Benefit shall be an annual amount, payable for the life of the Executive with a guarantee of payments for at least ten (10) years, equal to (a) a percentage of Executive's Final Average Compensation, which percentage 1

shall be determined based on Executive's age at his termination of employment as set forth in the following table (with interpolation of percentages for ages between those whole years specified based on the number of complete weeks beyond a specified whole year divided by 52), reduced by (b) the annual Social Security benefit to which Executive is entitled at the time of earliest eligibility:
EXECUTIVE'S AGE AT TERMINATION OF EMPLOYMENT 67 or older 66 65 or younger APPLICABLE PERCENTAGE 60% 55% 50%

If Executive's employment with the Company is terminated (a) by the Company for any reason within thirteen

shall be determined based on Executive's age at his termination of employment as set forth in the following table (with interpolation of percentages for ages between those whole years specified based on the number of complete weeks beyond a specified whole year divided by 52), reduced by (b) the annual Social Security benefit to which Executive is entitled at the time of earliest eligibility:
EXECUTIVE'S AGE AT TERMINATION OF EMPLOYMENT 67 or older 66 65 or younger APPLICABLE PERCENTAGE 60% 55% 50%

If Executive's employment with the Company is terminated (a) by the Company for any reason within thirteen (13) months following a Change in Control, (b) by Executive for any reason within two (2) years following a Change in Control or (c) by the Company for any reason following the occurrence of a Potential Change in Control and within six (6) months prior to the occurrence of a Change in Control, Executive's Benefit shall be calculated as if Executive's age at termination of employment were sixty-seven (67). If Executive terminates employment with the Company after attaining age sixty-seven (67), the Benefit shall be the greater of (a) the Benefit computed as of the date of Executive's termination of employment with the Company or (b) the Actuarial Equivalent (to reflect later commencement) of the Benefit computed as if it commenced as of the first day of the month coinciding with or next following the date of Executive's sixty-seventh (67th) birthday. ARTICLE 3 TIMING OF BENEFIT PAYMENT Payment of the Benefit shall commence on the first day of the month following the month in which the Executive's termination of employment with the Company occurs; provided, however, that Executive may, upon executing this Agreement or thereafter, by notice to the Company, elect such later date upon which Executive's Benefit payments shall commence following termination of his employment. Such election of a Benefit payment commencement date shall be irrevocable; provided, however, that Executive may change his election of a Benefit payment commencement date if the election to change the Benefit payment commencement date is made at least one (1) year prior to the date that Benefit payments actually commence to Executive. If Executive elects a change in the commencement date of Benefit payments and such election is made less than one (1) year prior to the date that Benefit payments actually commence to Executive, then such election change shall not be effective until one (1) year from the date the election change is made, and Benefit payments scheduled to be made during such one (1) year period shall be paid on schedule. If Executive does not elect a Benefit commencement date prior to his termination of employment with the Company, he shall be deemed to have elected to begin receiving Benefit payments on the first day of the month following the month in which his employment with the Company terminates. 2

ARTICLE 4 FORM OF BENEFIT PAYMENT 4.1 Executive shall, upon executing this Agreement or thereafter, elect the form in which his Benefit shall be distributed. Such election of a distribution form shall be irrevocable; provided, however, that Executive may change his election of a distribution form if such election is made no later than one (1) year prior to the date that Benefit payments actually commence to Executive. If Executive elects a change in the distribution form of his Benefit and such election is made less than one (1) year prior to the date that Benefit payments actually commence to Executive, then such election change shall be ineffective, and the Benefit shall be distributed according to Executive's immediately prior election. If Executive does not elect a distribution form prior to becoming eligible to receive a Benefit under this Agreement, he shall be deemed to have elected the lump sum Benefit pursuant to Section 4.2(b)(ii).

ARTICLE 4 FORM OF BENEFIT PAYMENT 4.1 Executive shall, upon executing this Agreement or thereafter, elect the form in which his Benefit shall be distributed. Such election of a distribution form shall be irrevocable; provided, however, that Executive may change his election of a distribution form if such election is made no later than one (1) year prior to the date that Benefit payments actually commence to Executive. If Executive elects a change in the distribution form of his Benefit and such election is made less than one (1) year prior to the date that Benefit payments actually commence to Executive, then such election change shall be ineffective, and the Benefit shall be distributed according to Executive's immediately prior election. If Executive does not elect a distribution form prior to becoming eligible to receive a Benefit under this Agreement, he shall be deemed to have elected the lump sum Benefit pursuant to Section 4.2(b)(ii). 4.2 Executive may elect a distribution form for his Benefit from among the following forms: (a) The normal form of Benefit is a life annuity with a ten (10) year term certain. This form of Benefit shall be paid in equal monthly installments for the longer of the life of Executive or ten (10) years. (b) The following optional forms of Benefit shall each be calculated to be the Actuarial Equivalent of the normal form of Benefit: (i) A joint and survivor annuity shall be paid in equal monthly installments for the life of Executive, and after Executive's death, a fifty percent (50%) continuation of such installments shall be paid to Executive's Beneficiary for the life of such Beneficiary. (ii) A single lump sum payment to Executive or Executive's Beneficiary. ARTICLE 5 DEATH OF EXECUTIVE 5.1 If Executive should die prior to the commencement of Benefit payments, Executive's Beneficiary shall be entitled to receive a death benefit in the form of a single lump sum equal to the value of the lump sum Benefit Executive would have received pursuant to Section 4.2(b)(ii) above if he had terminated his employment with the Company on the day before his death and had received such Benefit on such day. The foregoing death benefit shall be paid within thirty (30) days following Executive's death. 5.2 If Executive should die after commencing to receive Benefit payments in the form of a life annuity with a ten (10) year term certain, Executive's Beneficiary shall be entitled to receive a death benefit equal to the value of the remaining ten (10) year term certain payments. Such Benefit will be paid in monthly installments for the remainder of the ten (10) year life term; 3

provided, however, that if the Beneficiary is the Executive's estate, the Actuarial Equivalent of the Benefit shall be paid in the form of a single lump sum. The foregoing death benefit shall be paid, or commence to be paid, within thirty (30) days following Executive's death. ARTICLE 6 POST-RETIREMENT HEALTH INSURANCE COVERAGE 6.1 During the eighteen (18) month period commencing upon Executive's termination of employment with the Company for any reason, including his death, Executive (and, where applicable, his dependents) shall be entitled, at the Company's expense, to continue participation in the insurance programs maintained by the Company, including life, disability and health insurance programs, as if he were still an employee of the Company. Where

provided, however, that if the Beneficiary is the Executive's estate, the Actuarial Equivalent of the Benefit shall be paid in the form of a single lump sum. The foregoing death benefit shall be paid, or commence to be paid, within thirty (30) days following Executive's death. ARTICLE 6 POST-RETIREMENT HEALTH INSURANCE COVERAGE 6.1 During the eighteen (18) month period commencing upon Executive's termination of employment with the Company for any reason, including his death, Executive (and, where applicable, his dependents) shall be entitled, at the Company's expense, to continue participation in the insurance programs maintained by the Company, including life, disability and health insurance programs, as if he were still an employee of the Company. Where applicable, Executive's salary shall be deemed to be equal to the Base Compensation (as defined in Section 8.8 below) as in effect immediately prior to his termination of employment. During Executive's life, such coverage shall be extended to Executive and his dependents who qualify as such under the terms of the Company's health insurance programs. Following Executive's death, such coverage shall continue to be available to Executive's surviving spouse, at the Company's expense, during such eighteen (18) month period. To the extent the Company finds it impossible to cover Executive or his surviving spouse or dependents under its group insurance policies during such eighteen (18) month period, the Company shall provide Executive with the same level of coverage under individual policies at the same cost to Executive. The foregoing coverage shall satisfy the obligations of the Company and its heath insurance programs under the Comprehensive Omnibus Reconciliation Act of 1985, as amended ("COBRA") and any analogous state laws, and Executive shall make any elections requested by the Company to evidence such fact. 6.2 Following the expiration of the extended period of Company-paid health insurance coverage provided for in Section 6.1 above, Executive shall be entitled, at his expense but at the Company's group rates, to continue participation in the health insurance programs maintained by the Company, including life, disability and health insurance programs, as if he were still an employee of the Company. During Executive's life, such coverage shall be extended to Executive and his dependents who qualify as such under the terms of the Company's health insurance programs. Following Executive's death, such coverage shall continue to be available to Executive's surviving spouse, at her expense but at the Company's group rates, for her lifetime. To the extent that the Company finds it impossible to cover Executive or his surviving spouse or dependents under its group insurance policies, the Company shall arrange for Executive or his surviving spouse, at their expense but at a rate equivalent to the Company's group rates, to be provided with an individual policy providing substantially the same level of coverage as the Company's health insurance programs. ARTICLE 7 FUNDING 7.1 Benefits payable under this Agreement shall be "unfunded," as that term is used in Sections 201(2), 301(a) (3), 401(a)(1) and 4021(a)(6) of ERISA with respect to unfunded plans maintained primarily for the purpose of providing deferred compensation to a select group of 4

management or highly compensated employees, and the Company shall administer this Agreement in a manner that will ensure that benefits are unfunded and that Executive will not be considered to have received a taxable economic benefit prior to the time at which benefits are actually payable hereunder. Accordingly, the Company shall not be required to segregate or earmark any of its assets for the benefit of Executive or his spouse or other Beneficiary, and each such person shall have only a contractual right against the Company for benefits hereunder. The rights and interests of Executive under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by Executive or any person claiming under or through Executive, nor shall they be subject to the debts, contracts, liabilities or torts of Executive or anyone else prior to payment. 7.2 In satisfaction of the prior agreement between Executive and the Company to defer the obligation of the

management or highly compensated employees, and the Company shall administer this Agreement in a manner that will ensure that benefits are unfunded and that Executive will not be considered to have received a taxable economic benefit prior to the time at which benefits are actually payable hereunder. Accordingly, the Company shall not be required to segregate or earmark any of its assets for the benefit of Executive or his spouse or other Beneficiary, and each such person shall have only a contractual right against the Company for benefits hereunder. The rights and interests of Executive under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by Executive or any person claiming under or through Executive, nor shall they be subject to the debts, contracts, liabilities or torts of Executive or anyone else prior to payment. 7.2 In satisfaction of the prior agreement between Executive and the Company to defer the obligation of the Company to establish a grantor ("rabbi") trust following a Change in Control (as defined in the Prior SERP), and notwithstanding the foregoing Section 7.1, the Company shall, within fifteen (15) days of the earliest to occur of (i) receiving a written request therefor from Executive and (ii) the termination of Executive's employment with the Company for any reason, including the death of Executive, establish a grantor ("rabbi") trust, substantially in the form attached hereto as Exhibit A (or such other form as the Company and Executive may agree), the assets of which shall be used exclusively and irrevocably to provide benefits to Executive pursuant to this Agreement (subject, however, to the claims of the general creditors of the Company); provided, however, that the establishment of such a trust will not render this Agreement other than "unfunded" (as that term is defined in Section 7.1). Upon the establishment of any such rabbi trust, and within sixty (60) days following the end of each of the Company's fiscal years thereafter, the Company shall deposit in the trust an amount of cash or marketable securities (other than securities issued by the Company or any of its current or future affiliates) sufficient so that the total amount so deposited in the trust is equal in value to the lump sum payment that would be payable to Executive if on the date such trust is established, and on the last day of each of the Company's fiscal years thereafter, Executive's employment with the Company had terminated. Such amount shall be computed based on the thirty (30) year treasury bill rate as of the date such lump sum payment would have been payable. ARTICLE 8 DEFINITIONS For purposes of this Agreement, the following terms are defined as follows: 8.1 "ACTUARIAL EQUIVALENT" shall mean a form of Benefit (including a lump sum payment) differing in time or manner of payment from the normal form of Benefit set forth in Section 4.2(a) but having the same present value when computed using the following actuarial assumptions: Mortality Table: the table specified in Section 417(e)(3)(A) (ii)(I) of the Code. Interest Rate: the annual rate of interest on 30-year Treasury securities for the month preceding the date Benefit payments commence. 5

However, for purposes of clause (b) of the final sentence of Article 2, only the Interest Rate (and not the Mortality Table) shall apply. 8.2 "BOARD" shall mean the Board of Directors of URS Corporation or of a successor to URS Corporation, as described in Section 11.9. 8.3 "BENEFICIARY" shall mean the beneficiary designated by Executive to receive benefits under this Agreement after Executive's death. If Executive designates no Beneficiary, or if the designated Beneficiary does not survive Executive, the Beneficiary shall be Executive's surviving spouse or, if none, Executive's estate. 8.4 "CHANGE IN CONTROL" shall mean the occurrence of any of the following events after the date of this

However, for purposes of clause (b) of the final sentence of Article 2, only the Interest Rate (and not the Mortality Table) shall apply. 8.2 "BOARD" shall mean the Board of Directors of URS Corporation or of a successor to URS Corporation, as described in Section 11.9. 8.3 "BENEFICIARY" shall mean the beneficiary designated by Executive to receive benefits under this Agreement after Executive's death. If Executive designates no Beneficiary, or if the designated Beneficiary does not survive Executive, the Beneficiary shall be Executive's surviving spouse or, if none, Executive's estate. 8.4 "CHANGE IN CONTROL" shall mean the occurrence of any of the following events after the date of this Agreement: (i) A change in control required to be reported pursuant to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (ii) A change in the composition of the Board as a result of which fewer than two-thirds (2/3) of the incumbent directors are directors who either (i) had been directors of the Company twenty-four (24) months prior to such change or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the directors who had been directors of the Company twenty-four (24) months prior to such change and who were still in office at the time of the election or nomination (the directors described in clauses (i) and (ii) above being referred to as "Incumbent Directors"); or (iii) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) through the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company's then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the "Base Capital Stock"); except that: a. The beneficial ownership by a person of twenty percent (20%) or more, but less than a majority, of the Base Capital Stock shall not constitute a Change in Control if such beneficial ownership was acquired in the ordinary course of such person's business and not with the purpose or effect of changing or influencing the control of the Company and if such person is eligible to file a short-form statement on Schedule 13G under Rule 13d-1 under the Exchange Act with respect to such beneficial ownership; b. The beneficial ownership by Blum Capital Partners, L.P. and any person "affiliated" (within the meaning of the Exchange Act) with Blum Capital Partners, L.P. (collectively, "Blum") of the Base Capital Stock shall not constitute a Change in Control unless and until Blum, either alone or as a member of a group that constitutes a "person" (as defined above), beneficially owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock; and 6

c. The beneficial ownership by TCG Holdings, L.L.C. and any person "affiliated" with TCG Holdings, L.L.C. (collectively, "TCG") of the Base Capital Stock shall not constitute a Change in Control unless and until TCG, either alone or as a member of a group that constitutes a "person" (as defined above), beneficially owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock. 8.5 "CODE" shall mean the Internal Revenue Code of 1986, as amended. 8.6 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. 8.7 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. 8.8 "FINAL AVERAGE COMPENSATION" shall mean the higher of (i) the sum of (a) the average Base Compensation actually earned by Executive during the thirty-six (36) consecutive calendar months during the final sixty (60) calendar months of Executive's employment with the Company in which such average Base

c. The beneficial ownership by TCG Holdings, L.L.C. and any person "affiliated" with TCG Holdings, L.L.C. (collectively, "TCG") of the Base Capital Stock shall not constitute a Change in Control unless and until TCG, either alone or as a member of a group that constitutes a "person" (as defined above), beneficially owns an aggregate of over twenty-five percent (25%) of the Base Capital Stock. 8.5 "CODE" shall mean the Internal Revenue Code of 1986, as amended. 8.6 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. 8.7 "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. 8.8 "FINAL AVERAGE COMPENSATION" shall mean the higher of (i) the sum of (a) the average Base Compensation actually earned by Executive during the thirty-six (36) consecutive calendar months during the final sixty (60) calendar months of Executive's employment with the Company in which such average Base Compensation was highest, plus (b) the amount of such average Base Compensation multiplied by the average Annual Target Bonus (not actual bonus paid), or, if applicable, Target Bonus percentage (not actual bonus paid), in effect during the same thirty-six (36) month period, and (ii) $1,600,000. For purposes of this definition, "Base Compensation" and "Annual Target Bonus" have the meanings defined in the Employment Agreement between the Company and Executive originally dated December 16, 1991, as subsequently amended, and as restated in its entirety effective September 5, 2003, as the same may be further amended or restated subsequent to the date of this Agreement (the "Employment Agreement"), and "Target Bonus" has the meaning defined in the Employment Agreement prior to its restatement. For purposes of calculating Final Average Compensation under this Agreement, the Annual Target Bonus (and Target Bonus percentage, if applicable) as in effect on the last day of each of the Company's fiscal years shall be deemed to have been in effect during each calendar month of such year, regardless of any increase in the Annual Target Bonus (or Target Bonus percentage) during such year. 8.9 "POTENTIAL CHANGE IN CONTROL" shall mean the occurrence of any of the following after the Effective Date: (i) an event described in Section 8.4(iii), but substituting "ten percent (10%)" for "twenty percent (20%)," without the approval of a majority of the Incumbent Directors; (ii) the institution by any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of a tender offer to acquire ten percent (10%) or more of the combined voting power of the Company's Base Capital Stock without the approval of a majority of the Incumbent Directors prior to or within twenty (20) business days following such offer; or (iii) a public announcement or receipt by the Board of a proposal of any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or group of persons to merge into, combine with or acquire all or substantially all of the assets or business of the Company without the approval of a majority of the Incumbent Directors within twenty (20) business days following such public announcement or receipt. 7

ARTICLE 9 ADMINISTRATION AND OPERATION OF THE AGREEMENT The Company shall have the authority to control and manage the operation and administration of this Agreement. The Company has the sole discretion to make such rules, regulations, and interpretations of this Agreement and to make such computations and shall take such other actions to administer this Agreement as it may deem appropriate in its sole discretion. Such rules, regulations, interpretations, computations, and other actions shall be conclusive and binding upon all persons. The Company may engage the services of such persons or organizations to render advice or perform services with respect to its responsibilities under this Agreement as it shall determine to be necessary or appropriate. Such persons or organizations may include (without limitation) actuaries, attorneys, accountants and consultants.

ARTICLE 9 ADMINISTRATION AND OPERATION OF THE AGREEMENT The Company shall have the authority to control and manage the operation and administration of this Agreement. The Company has the sole discretion to make such rules, regulations, and interpretations of this Agreement and to make such computations and shall take such other actions to administer this Agreement as it may deem appropriate in its sole discretion. Such rules, regulations, interpretations, computations, and other actions shall be conclusive and binding upon all persons. The Company may engage the services of such persons or organizations to render advice or perform services with respect to its responsibilities under this Agreement as it shall determine to be necessary or appropriate. Such persons or organizations may include (without limitation) actuaries, attorneys, accountants and consultants. ARTICLE 10 CLAIMS, INQUIRIES AND APPEALS 10.1 APPLICATIONS FOR BENEFITS AND INQUIRIES. Applications for benefits shall be in writing, signed and submitted to the Company at its primary office location. 10.2 CLAIMS PROCEDURE. The Company and Executive agree that all disputes regarding benefits under this Agreement shall be resolved in accordance with a reasonable claims procedure complying with 29 CFR Section 2560.503-1, as such regulations of the United States Department of Labor may from time to time be amended. For purposes of such a procedure, any denied claim shall be subject to review by the Compensation Committee of the Board. 10.3 EXHAUSTION OF REMEDIES. No legal action for benefits under this Agreement may be brought until Executive or other claimant has pursued a resolution of the benefits claim in accordance with Section 10.2. ARTICLE 11 GENERAL PROVISIONS 11.1 EMPLOYMENT STATUS. This Agreement does not constitute a contract of employment or impose upon Executive any obligation to remain as an employee, nor does it impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee, or (iii) to change the Company's policies regarding termination of employment. 11.2 NOTICES. Any notices provided hereunder must be in writing, and such notices or any other written communication shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive's address as listed in the Company's payroll records. Any payments made by the Company to Executive under the terms of this Agreement shall be delivered to Executive either in person or at the address as listed in the Company's payroll records. 8

11.3 SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein. 11.4 WAIVER. If either party should waive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

11.3 SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein. 11.4 WAIVER. If either party should waive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 11.5 COMPLETE AGREEMENT. This Agreement and the Employment Agreement constitute the entire agreement between Executive and the Company and are the complete, final, and exclusive embodiment of their agreement with regard to the subject matter hereof and thereof, wholly amending, restating and superseding all written and oral agreements with respect to supplemental executive retirement benefits, including, without limitation, the Prior SERP. It is entered into without reliance on any promise or representation other than those expressly contained herein. 11.6 AMENDMENT OR TERMINATION OF AGREEMENT. This Agreement may be changed or terminated only upon the mutual written consent of the Company and Executive. The written consent of the Company to a change or termination of this Agreement must be signed by an executive officer of the Company after such change or termination has been approved by the Board. 11.7 COUNTERPARTS. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement. 11.8 HEADINGS. The headings of the Articles and Sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof or to affect the meaning thereof. 11.9 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and his Beneficiary, and the Company, and any surviving entity resulting from a Change in Control and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company, and their respective successors, assigns, heirs, executors and administrators, without regard to whether or not such person actively assumes any rights or duties hereunder. 11.10 NON-ALIENATION. No benefit under this Agreement may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered or charged, and any attempt to do so will be void. 11.11 LEGAL CONSTRUCTION. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California, without 9

regard to such state's conflict of laws rules, to the extent that such laws are not preempted by ERISA. 11.12 NON-PUBLICATION. The parties mutually agree not to disclose publicly the terms of this Agreement except to their respective advisors (e.g., attorneys, accountants) or to the extent that disclosure is mandated by applicable law. 11.13 OTHER DOCUMENTS. In the event of a conflict between the text of this Agreement and any summary, description or other information regarding this Agreement, the text of this Agreement shall control. IN WITNESS WHEREOF, the parties have executed this Agreement on the Effective Date written above.
URS CORPORATION MARTIN M. KOFFEL

regard to such state's conflict of laws rules, to the extent that such laws are not preempted by ERISA. 11.12 NON-PUBLICATION. The parties mutually agree not to disclose publicly the terms of this Agreement except to their respective advisors (e.g., attorneys, accountants) or to the extent that disclosure is mandated by applicable law. 11.13 OTHER DOCUMENTS. In the event of a conflict between the text of this Agreement and any summary, description or other information regarding this Agreement, the text of this Agreement shall control. IN WITNESS WHEREOF, the parties have executed this Agreement on the Effective Date written above.
URS CORPORATION /s/ Kent P. Ainsworth ------------------------------------Kent P. Ainsworth Executive Vice President and Chief Financial Officer MARTIN M. KOFFEL /s/ Martin M. Koffel ---------------------------Martin M.Koffel

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EXHIBIT A FORM OF TRUST AGREEMENT TRUST UNDER URS CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This AGREEMENT made this ____ of ______________ by and between URS CORPORATION (the "Company") and ___________________ (the "Trustee"). WHEREAS, the Company and Martin M. Koffel ("Executive") have entered into an Amended and Restated Supplemental Executive Retirement Agreement effective September 5, 2003 (the "Agreement"); WHEREAS, Company has incurred or expects to incur liability under the terms of such Agreement with respect to Executive and his beneficiaries; WHEREAS, Company wishes to establish a trust (hereinafter called the "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as herein defined, until paid to Executive and his beneficiaries in such manner and at such times as specified in the Agreement; WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Agreement as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Agreement; NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows: SECTION 1. ESTABLISHMENT OF TRUST (a) Company hereby deposits with Trustee in trust [insert amount deposited], which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

EXHIBIT A FORM OF TRUST AGREEMENT TRUST UNDER URS CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT This AGREEMENT made this ____ of ______________ by and between URS CORPORATION (the "Company") and ___________________ (the "Trustee"). WHEREAS, the Company and Martin M. Koffel ("Executive") have entered into an Amended and Restated Supplemental Executive Retirement Agreement effective September 5, 2003 (the "Agreement"); WHEREAS, Company has incurred or expects to incur liability under the terms of such Agreement with respect to Executive and his beneficiaries; WHEREAS, Company wishes to establish a trust (hereinafter called the "Trust") and to contribute to the Trust assets that shall be held therein, subject to the claims of Company's creditors in the event of Company's Insolvency, as herein defined, until paid to Executive and his beneficiaries in such manner and at such times as specified in the Agreement; WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Agreement as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Agreement; NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows: SECTION 1. ESTABLISHMENT OF TRUST (a) Company hereby deposits with Trustee in trust [insert amount deposited], which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement. (b) The Trust hereby established shall be irrevocable. (c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. 11

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Executive, his beneficiaries, and general creditors of the Company as herein set forth. Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Agreement and this Trust Agreement shall be mere unsecured contractual rights of Executive and his beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) Company shall make additional deposits of cash or marketable securities (other than securities issued by the Company or any of its current or future affiliates) with Trustee to augment the principal when and to the extent required by Section 7.2 of the Agreement, to be held, administered and disposed of by Trustee as provided in this Trust Agreement, and Trustee, in accordance with Section 8(e) hereof, shall enforce such obligation.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Executive, his beneficiaries, and general creditors of the Company as herein set forth. Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Agreement and this Trust Agreement shall be mere unsecured contractual rights of Executive and his beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein. (e) Company shall make additional deposits of cash or marketable securities (other than securities issued by the Company or any of its current or future affiliates) with Trustee to augment the principal when and to the extent required by Section 7.2 of the Agreement, to be held, administered and disposed of by Trustee as provided in this Trust Agreement, and Trustee, in accordance with Section 8(e) hereof, shall enforce such obligation. SECTION 2. PAYMENTS TO EXECUTIVE AND HIS BENEFICIARIES (a) Company shall deliver to Trustee a copy of the Agreement and a schedule (the "Payment Schedule") that indicates the amounts payable in respect of Executive (and his beneficiaries) and provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Agreement), and the time of commencement for payment of such amounts. Except as provided in (c) below, Trustee shall make payments to the Executive and his beneficiaries in accordance with the Agreement and such Payment Schedule. Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Agreement and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company. (b) The entitlement of Executive or his beneficiaries to benefits under the Agreement shall be determined solely under the terms of the Agreement, and any claim for such benefits shall be considered and reviewed by Trustee based on Trustee's reasonable interpretation of the Agreement. (c) Company may make payment of benefits directly to Executive or his beneficiaries as they become due under the terms of the Agreement. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to Executive or his beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Agreement, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient. SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN COMPANY IS INSOLVENT. (a) Trustee shall cease payment of benefits to Executive and his beneficiaries if Company is Insolvent. Company shall be considered "Insolvent" for purposes of this Trust 12

Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below. (i) The Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company's Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Executive or his beneficiaries. (ii) Unless Trustee has actual knowledge of Company's Insolvency, or has received notice from Company or a

Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code. (b) At all times during the continuance of this Trust, as provided in Section l(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below. (i) The Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company's Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Executive or his beneficiaries. (ii) Unless Trustee has actual knowledge of Company's Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events rely on such evidence concerning Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company's solvency. (iii) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Executive or his beneficiaries and shall hold the assets of the Trust for the benefit of Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Executive or his beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Agreement or otherwise. (iv) Trustee shall resume the payment of benefits to Executive or his beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent). (c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(a) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Executive or his beneficiaries under the terms of the Agreement for the period of such discontinuance, less the aggregate amount of any payments made to Executive or his beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance. SECTION 4. PAYMENTS TO COMPANY. Except as provided in Section 3 hereof, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Executive and his beneficiaries pursuant to the terms of the Agreement. 13

SECTION 5. INVESTMENT AUTHORITY. (a) IN GENERAL. With respect to any and all money or other property received by Trustee from Company, Trustee is authorized to act as an absolute owner of the assets of the Trust and, not in limitation of, but in amplification of, the foregoing: (i) To invest and reinvest the assets of the Trust, without distinction between principal and income; (ii) To retain and manage any property at any time received by it, including any real, personal and mixed property and any tangible or intangible property of any kind and wherever located, whether or not such property is unproductive of income; (iii) To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, or otherwise to dispose of any securities or other property at any time held; (iv) To exchange, mortgage, or lease any such property and to convey, transfer, or dispose of any such property

SECTION 5. INVESTMENT AUTHORITY. (a) IN GENERAL. With respect to any and all money or other property received by Trustee from Company, Trustee is authorized to act as an absolute owner of the assets of the Trust and, not in limitation of, but in amplification of, the foregoing: (i) To invest and reinvest the assets of the Trust, without distinction between principal and income; (ii) To retain and manage any property at any time received by it, including any real, personal and mixed property and any tangible or intangible property of any kind and wherever located, whether or not such property is unproductive of income; (iii) To sell for cash or on credit, to grant options, convert, redeem, exchange for other securities or other property, or otherwise to dispose of any securities or other property at any time held; (iv) To exchange, mortgage, or lease any such property and to convey, transfer, or dispose of any such property on such terms and conditions as Trustee deems appropriate; (v) To hold cash uninvested for any reasonable period of time without liability for interest, pending investment thereof or the payment of expenses or benefits therewith; (vi) To collect and receive any and all money and other property of whatever kind or nature due or owing or belonging to the Trust and to give full discharge thereto; and to extend the time of payment of any obligation at any time owing to the Trust, as long as such extension is for a reasonable period and continues at reasonable interest; (vii) To pay, contest, or settle any claim by or against the Trust by compromise, arbitration or otherwise; and to release, in whole or in part, any claim belonging to the Trust to the extent that the claim is uncollectible; (viii) To prosecute or defend actions, claims or proceedings for the protection of Trust assets and of Trustee in the performance of its duties; (ix) To register Trust property in Trustee's own name, in the name of a nominee or in bearer form, provided Trustee's records and accounts show that such property belongs to the Trust; (x) To deposit Trust assets in any commercial, savings or savings and loan accounts, common funds, mutual funds or certificates of deposits with any bank or similar financial institution, and to keep such portion of the Trust assets in cash or cash balances as Trustee may, from time to time, deem to be in the best interests of the Trust, without liability for interest thereon; 14

(xi) To employ in the management of the assets of the Trust, accountants, attorneys, actuaries and any other persons, firms, or corporations as Trustee may designate, and to pay from the assets of the Trust the reasonable expenses and compensation of such parties; (xii) To consult with legal counsel (who may or may not also be counsel to Company) concerning any question that may arise with reference to its duties under the Trust or the Agreement; (xiii) To have all the rights, powers, privileges and responsibilities of an owner of securities, including (without limiting the foregoing) the power to vote or refrain from voting, to give general or limited proxies, to pay calls, assessments, and other sums; to assent to or oppose corporate sales or other acts; to participate in or oppose any voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations and, in connection therewith, to give warranties and indemnifications and to deposit securities with and transfer title to any protective or other committee; to exchange, exercise or sell stock subscription or conversion rights; and, subject to any limitations elsewhere in the Trust relative to investments by Trustee, to accept and retain as an investment hereunder any securities received through the exercise of any of the foregoing powers;

(xi) To employ in the management of the assets of the Trust, accountants, attorneys, actuaries and any other persons, firms, or corporations as Trustee may designate, and to pay from the assets of the Trust the reasonable expenses and compensation of such parties; (xii) To consult with legal counsel (who may or may not also be counsel to Company) concerning any question that may arise with reference to its duties under the Trust or the Agreement; (xiii) To have all the rights, powers, privileges and responsibilities of an owner of securities, including (without limiting the foregoing) the power to vote or refrain from voting, to give general or limited proxies, to pay calls, assessments, and other sums; to assent to or oppose corporate sales or other acts; to participate in or oppose any voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations and, in connection therewith, to give warranties and indemnifications and to deposit securities with and transfer title to any protective or other committee; to exchange, exercise or sell stock subscription or conversion rights; and, subject to any limitations elsewhere in the Trust relative to investments by Trustee, to accept and retain as an investment hereunder any securities received through the exercise of any of the foregoing powers; (xiv) To continue to exercise any powers and discretion herein granted for a reasonable time after the termination of the Trust; and (xv) To do all other acts Trustee may deem necessary or proper to carry out any of the foregoing powers, or otherwise for the protection of the assets of the Trust. Notwithstanding the foregoing, Trustee shall not (i) maintain the indicia of ownership of any Trust assets outside the jurisdiction of the district courts of the United States or (ii) invest in securities (including stock or rights to acquire stock) or obligations issued by Company or its affiliates, other than a de minimis amount held in common investment vehicles in which Trustee invests. (b) CUSTODIAN. If Trustee is not a bank or trust company, Trustee may appoint a bank or trust company to act as custodian (the "Custodian") for securities and any other Trust assets. Any such appointment shall terminate when a bank or trust company begins to serve as Trustee hereunder. The Custodian may be appointed to keep the deposited property, to collect and receive the income and principal, and to hold, invest, disburse or otherwise dispose of the property or its proceeds (specifically including selling and purchasing securities, and delivering securities sold and receiving securities purchased) upon the order of Trustee. SECTION 6. DISPOSITION OF INCOME. During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested. SECTION 7. ACCOUNTING BY TRUSTEE. Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as 15

shall be agreed upon in writing between Company and Trustee. Within sixty (60) days following the close of each calendar year and within thirty (30) days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. SECTION 8. RESPONSIBILITY OF TRUSTEE.

shall be agreed upon in writing between Company and Trustee. Within sixty (60) days following the close of each calendar year and within thirty (30) days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. SECTION 8. RESPONSIBILITY OF TRUSTEE. (a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the Agreement or this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. (c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder. (d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) In the event that Company fails to deposit assets in the Trust in accordance with the penultimate sentence of Section 7.2 of the Agreement, Trustee shall take all appropriate action, including the commencement of a legal action against Company, to enforce such obligation; provided, however, that Trustee shall not be required to take any such action unless the assets of the Trust are, at the time in question, sufficient to pay all costs that Trustee expects to incur in taking such action. (f) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of 16

the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (g) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE. Company shall pay all administrative and Trustee's fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust. SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE.

the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy. (g) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE. Company shall pay all administrative and Trustee's fees and expenses. If not so paid, the fees and expenses shall be paid from the Trust. SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE. (a) Trustee may resign at any time by written notice to Company, which shall be effective thirty (30) days after receipt of such notice unless Company and Trustee agree otherwise. (b) Except as provided in paragraph (c) of this section, Trustee may be removed by Company on thirty (30) days' notice or upon shorter notice accepted by Trustee. (c) Upon a Change in Control, as defined in the Agreement, Trustee may not be removed by Company for one (1) year. (d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within sixty (60) days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit. (e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust. SECTION 11. APPOINTMENT OF SUCCESSOR. (a) If Trustee resigns or is removed prior to a Change in Control, as defined in the Agreement, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer. 17

(b) If Trustee resigns or is removed following a Change in Control, as defined in the Agreement, Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

(b) If Trustee resigns or is removed following a Change in Control, as defined in the Agreement, Trustee may appoint any third party such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment of a successor Trustee shall be effective when accepted in writing by the new Trustee. The new Trustee shall have all the rights and powers of the former Trustee, including ownership rights in Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. (c) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee. SECTION 12. AMENDMENT OR TERMINATION. (a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Agreement or shall make the Trust revocable. (b) The Trust shall not terminate until the date on which Executive and his beneficiaries are no longer entitled to benefits pursuant to the terms of the Agreement. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company. (c) Upon written approval of Executive or his beneficiaries entitled to payment of benefits pursuant to the terms of the Agreement, Company may terminate this Trust prior to the time that all benefit payments under the Agreement have been made. All assets in the Trust at termination shall be returned to Company. (d) Sections 10, 11(b), and this 12(d) of this Trust Agreement may not be amended by Company for one (1) year following a Change in Control, as defined in the Agreement. SECTION 13. MISCELLANEOUS (a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof. (b) Benefits payable to Executive and his beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process. (c) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of California. 18

SECTION 14. EFFECTIVE DATE. The effective date of this Trust Agreement shall be _________________.
COMPANY: URS CORPORATION By:_________________________________ Name:_______________________________ Title:______________________________ TRUSTEE: _____________________________________ By:__________________________________ Name:________________________________ Title:_______________________________

SECTION 14. EFFECTIVE DATE. The effective date of this Trust Agreement shall be _________________.
COMPANY: URS CORPORATION By:_________________________________ Name:_______________________________ Title:______________________________ TRUSTEE: _____________________________________ By:__________________________________ Name:________________________________ Title:_______________________________

19

EXHIBIT 10.13 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment To Employment Agreement (the "Amendment") is entered into as of August 8, 2003, by and between Kent P. Ainsworth (the "Employee") and URS Corporation, a Delaware corporation (the "Company"), to amend the Employment Agreement entered into between the parties as of September 8, 2000 (the "Employment Agreement"), as follows (capitalized terms in this Amendment are used as defined in the Employment Agreement unless otherwise required by the context): 1. A new second sentence is added to Section 6(c) of the Employment Agreement to read in full as follows: "Notwithstanding the preceding sentence, if at anytime during the period from August 27, 2003 through August 27, 2004, either (i) the Employee voluntarily resigns his employment for any reason or (ii) the Company terminates the Employee's employment for any reason, then the Employee shall be entitled to receive the Change in Control Payment and such Severance Benefits." 2. Except as so amended, the Employment Agreement remains in full force and effect. IN WITNESS WHEREOF, each party has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year first above written.
/s/ Kent P. Ainsworth --------------------------------------KENT P. AINSWORTH

URS CORPORATION, A Delaware corporation
/s/ Mary E. Sullivan ---------------------------------------Name: Mary E. Sullivan Title: Vice President, Human Resources

1

EXHIBIT 10.15 AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.13 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment To Employment Agreement (the "Amendment") is entered into as of August 8, 2003, by and between Kent P. Ainsworth (the "Employee") and URS Corporation, a Delaware corporation (the "Company"), to amend the Employment Agreement entered into between the parties as of September 8, 2000 (the "Employment Agreement"), as follows (capitalized terms in this Amendment are used as defined in the Employment Agreement unless otherwise required by the context): 1. A new second sentence is added to Section 6(c) of the Employment Agreement to read in full as follows: "Notwithstanding the preceding sentence, if at anytime during the period from August 27, 2003 through August 27, 2004, either (i) the Employee voluntarily resigns his employment for any reason or (ii) the Company terminates the Employee's employment for any reason, then the Employee shall be entitled to receive the Change in Control Payment and such Severance Benefits." 2. Except as so amended, the Employment Agreement remains in full force and effect. IN WITNESS WHEREOF, each party has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year first above written.
/s/ Kent P. Ainsworth --------------------------------------KENT P. AINSWORTH

URS CORPORATION, A Delaware corporation
/s/ Mary E. Sullivan ---------------------------------------Name: Mary E. Sullivan Title: Vice President, Human Resources

1

EXHIBIT 10.15 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment To Employment Agreement (the "Amendment") is entered into as of August 11, 2003, by and between Joseph Masters (the "Employee") and URS Corporation, a Delaware corporation (the "Company"), to amend the Employment Agreement entered into between the parties as of September 8, 2000 (the "Employment Agreement"), as follows (capitalized terms in this Amendment are used as defined in the Employment Agreement unless otherwise required by the context): 1. A new second sentence is added to Section 6(c) of the Employment Agreement to read in full as follows: "Notwithstanding the preceding sentence, if at anytime during the period from August 27, 2003 through August 27, 2004, either (i) the Employee voluntarily resigns his employment for any reason or (ii) the Company terminates the Employee's employment for any reason, then the Employee shall be entitled to receive the Change in Control Payment and such Severance Benefits." 2. Except as so amended, the Employment Agreement remains in full force and effect.

EXHIBIT 10.15 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment To Employment Agreement (the "Amendment") is entered into as of August 11, 2003, by and between Joseph Masters (the "Employee") and URS Corporation, a Delaware corporation (the "Company"), to amend the Employment Agreement entered into between the parties as of September 8, 2000 (the "Employment Agreement"), as follows (capitalized terms in this Amendment are used as defined in the Employment Agreement unless otherwise required by the context): 1. A new second sentence is added to Section 6(c) of the Employment Agreement to read in full as follows: "Notwithstanding the preceding sentence, if at anytime during the period from August 27, 2003 through August 27, 2004, either (i) the Employee voluntarily resigns his employment for any reason or (ii) the Company terminates the Employee's employment for any reason, then the Employee shall be entitled to receive the Change in Control Payment and such Severance Benefits." 2. Except as so amended, the Employment Agreement remains in full force and effect. IN WITNESS WHEREOF, each party has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year first above written.
/s/ Joseph Masters ------------------------------------JOSEPH MASTERS

URS CORPORATION, A Delaware corporation
/s/ Kent P. Ainsworth ------------------------------------Name: Kent P. Ainsworth Title: Executive Vice President and Chief Financial Officer

1

EXHIBIT 10.30 URS CORPORATION RESTRICTED STOCK AWARD GRANT NOTICE (1999 EQUITY INCENTIVE PLAN) URS Corporation (the "Company"), pursuant to its 1999 Incentive Equity Plan (the "Plan"), hereby grants to Participant the right to receive the number of shares of the Company's Common Stock set forth below ("Award"). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety.
Participant: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Award: Participant's Social Security Number: Fair Market Value Per Share: Martin M. Koffel September 5, 2003 September 5, 2003 100,000 $22.12

EXHIBIT 10.30 URS CORPORATION RESTRICTED STOCK AWARD GRANT NOTICE (1999 EQUITY INCENTIVE PLAN) URS Corporation (the "Company"), pursuant to its 1999 Incentive Equity Plan (the "Plan"), hereby grants to Participant the right to receive the number of shares of the Company's Common Stock set forth below ("Award"). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety.
Participant: Date of Grant: Vesting Commencement Date: Number of Shares Subject to Award: Participant's Social Security Number: Fair Market Value Per Share: Martin M. Koffel September 5, 2003 September 5, 2003 100,000 $22.12

VESTING SCHEDULE: 33% of the shares vest on the first anniversary of the Vesting Commencement Date. 33% of the shares vest on the second anniversary of the Vesting Commencement Date. 33% of the shares vest on the third anniversary of the Vesting Commencement Date. ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Restricted Stock Award Agreement and the Plan. Participant further acknowledges that this Grant Notice, the Restricted Stock Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the award of Common Stock in the Company and supersede all prior oral and written agreements on that subject with the exception of awards previously granted and delivered to Participant under the Plan. URS CORPORATION OPTIONHOLDER:
By: /s/ Kent P. Ainworth ---------------------Kent P. Ainsworth Executive Vice President and Chief Financial Officer By: /s/ Martin M. Koffel -------------------Martin M. Koffel

Date: September 5, 2003

Date: September 5, 2003

ATTACHMENTS: Restricted Stock Award Agreement and 1999 Incentive Equity Plan

ATTACHMENT I RESTRICTED STOCK AWARD AGREEMENT URS CORPORATION 1999 INCENTIVE EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENT Pursuant to Section 4(b) of the Employment Agreement (as defined below), the Restricted Stock Award Grant Notice ("Grant Notice") and this Restricted Stock Award Agreement (collectively, the "Award"), and in

ATTACHMENT I RESTRICTED STOCK AWARD AGREEMENT URS CORPORATION 1999 INCENTIVE EQUITY PLAN RESTRICTED STOCK AWARD AGREEMENT Pursuant to Section 4(b) of the Employment Agreement (as defined below), the Restricted Stock Award Grant Notice ("Grant Notice") and this Restricted Stock Award Agreement (collectively, the "Award"), and in consideration of your past services, URS Corporation (the "Company") has awarded you a restricted stock award under its 1999 Incentive Equity Plan (the "Plan") for the number of shares of the Company's Common Stock subject to the Award indicated in the Grant Notice. Except where indicated otherwise, defined terms not explicitly defined in this Restricted Stock Award Agreement but defined in the Plan shall have the same definitions as in the Plan. The details of your Award are as follows: 1. VESTING. Subject to the limitations contained herein and the provisions contained in the Amended and Restated Employment Agreement dated as of September 5, 2003 that you entered into with the Company, as amended from time to time (the "Employment Agreement"), and subject to acceleration under certain circumstances set forth below, your Award shall vest as provided in the Grant Notice. The shares subject to your Award will be held by the Company until your interest in such shares vests. As each portion of your interest in the shares vests, the Company shall issue you a stock certificate covering such vested shares. 2. NUMBER OF SHARES. The number of shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. 3. PAYMENT. This Award was granted in consideration of your past services to the Company. You will not be required to make any payment to the Company with respect to your receipt of the Award or the vesting thereof. 4. SECURITIES LAW COMPLIANCE. You will not be issued any shares under your Award unless the shares are either (a) then registered under the Securities Act or (b) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such laws and regulations. 5. TRANSFER RESTRICTIONS. Prior to the time that they have vested, you may not transfer, pledge, sell or otherwise dispose of the shares subject to the Award. For example, you may not use shares subject to the Award that have not vested as security for a loan. In addition, you may not transfer, pledge, sell or otherwise dispose of the shares subject to the Award that have vested at any time when applicable securities laws or Company policies would prohibit

such a transfer. This restriction on the transfer of vested shares will lapse upon your termination of Continuous Service. 6. TERMINATION OF CONTINUOUS SERVICE; ACCELERATION OF VESTING. In the event your Continuous Service terminates for any reason, you will be credited with the vesting that has accrued under your Award as of the date of your termination of Continuous Service, and the Award automatically shall become vested in full as of the effective date of such termination if and to the extent provided in your Employment Agreement (including without limitation if your Continuous Service terminates pursuant to any of clauses (ii), (iv), (v) or (vi) of Section 6(a) of the Employment Agreement). To the extent your Award is not vested on the date of your termination, it shall automatically lapse on such date. 7. RESTRICTIVE LEGENDS. The shares issued under your Award shall be endorsed with appropriate legends

such a transfer. This restriction on the transfer of vested shares will lapse upon your termination of Continuous Service. 6. TERMINATION OF CONTINUOUS SERVICE; ACCELERATION OF VESTING. In the event your Continuous Service terminates for any reason, you will be credited with the vesting that has accrued under your Award as of the date of your termination of Continuous Service, and the Award automatically shall become vested in full as of the effective date of such termination if and to the extent provided in your Employment Agreement (including without limitation if your Continuous Service terminates pursuant to any of clauses (ii), (iv), (v) or (vi) of Section 6(a) of the Employment Agreement). To the extent your Award is not vested on the date of your termination, it shall automatically lapse on such date. 7. RESTRICTIVE LEGENDS. The shares issued under your Award shall be endorsed with appropriate legends determined by the Company. 8. RIGHTS AS A STOCKHOLDER. You shall exercise all rights and privileges of a stockholder of the Company with respect to the shares subject to your Award. You shall be deemed to be the holder of the shares for purposes of receiving any dividends which may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested. 9. AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to (i) alter the terms of your Employment Agreement or (ii) create in any way whatsoever any obligation on your part to continue in the employ of the Company or any affiliate thereof, or on the part of the Company or any affiliate thereof to continue your employment or service. In addition, nothing in your Award shall obligate the Company or any affiliate thereof, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a director or consultant for the Company or any affiliate thereof. 10. WITHHOLDING OBLIGATIONS. (a) At the time your Award is made, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any affiliate thereof, if any, which arise in connection with your Award. Such withholding obligations may be satisfied by your relinquishment of your right to receive a portion of the shares otherwise issuable to you pursuant to the Award; provided, however, that you shall not be authorized to relinquish your right to shares with a fair market value in excess of the amount required to satisfy the minimum amount of tax required to be withheld by law. (b) Unless the tax withholding obligations of the Company and/or any affiliate thereof are satisfied, the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein. 11. TAX CONSEQUENCES. The acquisition and vesting of the shares may have adverse tax consequences to you that may be mitigated by filing an election under Section 83(b)

of the Code. Such election must be filed within thirty (30) days after the date of the grant of your Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF. 12. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 13. MISCELLANEOUS.

of the Code. Such election must be filed within thirty (30) days after the date of the grant of your Award. YOU ACKNOWLEDGE THAT IT IS YOUR OWN RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY ELECTION UNDER CODE SECTION 83(B), EVEN IF YOU REQUEST THE COMPANY TO MAKE THE FILING ON YOUR BEHALF. 12. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 13. MISCELLANEOUS. (a) The rights and obligations of the Company under your Award shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company's successors and assigns. Your rights and obligations under your Award may only be assigned with the prior written consent of the Company. (b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award. (c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. 14. GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control.

EXHIBIT 14 URS CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS REVISED JULY 15, 2003

. . . TABLE OF CONTENTS
PAGE 1. 2. 3. 4 5. 6. INTRODUCTION.......................................................... RESPECT FOR PEOPLE AND NONDISCRIMINATION.............................. LEGAL COMPLIANCE...................................................... ENVIRONMENTAL COMPLIANCE.............................................. INSIDER TRADING....................................................... INTERNATIONAL BUSINESS LAWS........................................... 1 2 2 3 3 3

EXHIBIT 14 URS CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS REVISED JULY 15, 2003

. . . TABLE OF CONTENTS
PAGE 1. 2. 3. 4 5. 6. 7. 8. 9. 10. INTRODUCTION.......................................................... RESPECT FOR PEOPLE AND NONDISCRIMINATION.............................. LEGAL COMPLIANCE...................................................... ENVIRONMENTAL COMPLIANCE.............................................. INSIDER TRADING....................................................... INTERNATIONAL BUSINESS LAWS........................................... ANTITRUST............................................................. CONFLICTS OF INTEREST................................................. CORPORATE OPPORTUNITIES............................................... MAINTENANCE OF CORPORATE BOOKS, RECORDS, DOCUMENTS AND ACCOUNTS; FINANCIAL INTEGRITY; PUBLIC REPORTING................................. FAIR DEALING.......................................................... GIFTS AND ENTERTAINMENT............................................... PROTECTION AND PROPER USE OF COMPANY ASSETS........................... CONFIDENTIALITY....................................................... MEDIA/PUBLIC DISCUSSIONS.............................................. WAIVERS............................................................... COMPLIANCE STANDARDS AND PROCEDURES................................... 1 2 2 3 3 3 4 5 7

7 8 9 10 10 11 11 12

11. 12. 13. 14. 15. 16. 17.

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URS CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS 1. INTRODUCTION We are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics reflects the business practices and principles of behavior that support this commitment. As a

. . . TABLE OF CONTENTS
PAGE 1. 2. 3. 4 5. 6. 7. 8. 9. 10. INTRODUCTION.......................................................... RESPECT FOR PEOPLE AND NONDISCRIMINATION.............................. LEGAL COMPLIANCE...................................................... ENVIRONMENTAL COMPLIANCE.............................................. INSIDER TRADING....................................................... INTERNATIONAL BUSINESS LAWS........................................... ANTITRUST............................................................. CONFLICTS OF INTEREST................................................. CORPORATE OPPORTUNITIES............................................... MAINTENANCE OF CORPORATE BOOKS, RECORDS, DOCUMENTS AND ACCOUNTS; FINANCIAL INTEGRITY; PUBLIC REPORTING................................. FAIR DEALING.......................................................... GIFTS AND ENTERTAINMENT............................................... PROTECTION AND PROPER USE OF COMPANY ASSETS........................... CONFIDENTIALITY....................................................... MEDIA/PUBLIC DISCUSSIONS.............................................. WAIVERS............................................................... COMPLIANCE STANDARDS AND PROCEDURES................................... 1 2 2 3 3 3 4 5 7

7 8 9 10 10 11 11 12

11. 12. 13. 14. 15. 16. 17.

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URS CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS 1. INTRODUCTION We are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics reflects the business practices and principles of behavior that support this commitment. As a large, global company, URS has a diverse employee population drawn from the individual business cultures of several distinct companies. Although we function as a multinational organization, we expect every employee, officer and director to read and understand the Code and its application to the performance of his or her business responsibilities. References in the Code to employees are intended to cover officers and, as applicable, directors. Officers, managers and other supervisors are expected to develop in employees a sense of commitment to the spirit, as well as the letter, of the Code. Supervisors also are expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of URS. The compliance environment within each supervisor's assigned area of responsibility will be a factor in evaluating the quality of that individual's performance. Nothing in the Code alters the employment at-will policy of URS applicable to all U.S. employees.

URS CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS 1. INTRODUCTION We are committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics reflects the business practices and principles of behavior that support this commitment. As a large, global company, URS has a diverse employee population drawn from the individual business cultures of several distinct companies. Although we function as a multinational organization, we expect every employee, officer and director to read and understand the Code and its application to the performance of his or her business responsibilities. References in the Code to employees are intended to cover officers and, as applicable, directors. Officers, managers and other supervisors are expected to develop in employees a sense of commitment to the spirit, as well as the letter, of the Code. Supervisors also are expected to ensure that all agents and contractors conform to Code standards when working for or on behalf of URS. The compliance environment within each supervisor's assigned area of responsibility will be a factor in evaluating the quality of that individual's performance. Nothing in the Code alters the employment at-will policy of URS applicable to all U.S. employees. The Code cannot possibly describe every practice or principle related to honest and ethical conduct. The Code addresses conduct that is particularly important to proper dealings with the people and entities with whom we interact, including our coworkers, clients, contractors, vendors, investors, the governments that regulate our activities and members of our community, and establishes our commitment to the highest ethical standards. From time to time we may adopt additional policies and procedures with which our employees, officers and directors are expected to comply, if applicable to them. However, it is the responsibility of each employee to apply common sense, together with his or her own highest personal ethical standards, in making business decisions where there is no stated guideline in the Code or in our other policies and procedures. Unyielding personal integrity is the foundation of corporate integrity. The integrity and reputation of URS depends on the honesty, fairness and integrity brought to the job by each person associated with us. Be aware that action by members of your immediate family, significant others or other persons who live in your household (referred to in the Code as "family members") also may potentially result in ethical issues to the extent that they involve URS business. For example, acceptance of inappropriate gifts by a family member from one of our suppliers could create a conflict of interest and result in a Code violation attributable to you. Consequently, in complying with the Code, you should consider not only your own conduct, but also that of your immediate family members, significant others and other persons who live in your household. YOU SHOULD NOT HESITATE TO ASK QUESTIONS ABOUT WHETHER ANY CONDUCT MAY VIOLATE THE CODE, VOICE CONCERNS OR CLARIFY GRAY AREAS. SECTION 17 BELOW DETAILS THE COMPLIANCE RESOURCES AVAILABLE TO YOU. IN ADDITION, YOU SHOULD BE ALERT TO POSSIBLE VIOLATIONS OF THE CODE BY OTHERS AND REPORT SUSPECTED 1.

VIOLATIONS, WITHOUT FEAR OF ANY FORM OF RETALIATION, AS FURTHER DESCRIBED IN SECTION 17. Violations of the Code will not be tolerated. Any employee who violates the standards in the Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or a reprimand to and including termination of employment and, in appropriate cases, civil legal action or referral for criminal prosecution. 2. RESPECT FOR PEOPLE AND NONDISCRIMINATION As a URS employee, you are critical to our success, and our policy is to treat you with fairness and respect. URS is an equal opportunity employer. We do not tolerate discrimination against applicants or employees based on race, religion, sex, age, marital status, national origin, sexual orientation, citizenship status, or disability. We

VIOLATIONS, WITHOUT FEAR OF ANY FORM OF RETALIATION, AS FURTHER DESCRIBED IN SECTION 17. Violations of the Code will not be tolerated. Any employee who violates the standards in the Code may be subject to disciplinary action, which, depending on the nature of the violation and the history of the employee, may range from a warning or a reprimand to and including termination of employment and, in appropriate cases, civil legal action or referral for criminal prosecution. 2. RESPECT FOR PEOPLE AND NONDISCRIMINATION As a URS employee, you are critical to our success, and our policy is to treat you with fairness and respect. URS is an equal opportunity employer. We do not tolerate discrimination against applicants or employees based on race, religion, sex, age, marital status, national origin, sexual orientation, citizenship status, or disability. We prohibit discrimination in decisions concerning recruitment, hiring, compensation, benefits, training, termination, promotions, or any other condition of employment or career development. We are committed to providing a work environment that is free from discrimination or harassment of any type. We will not tolerate the use of discriminatory slurs, unwelcome unsolicited sexual advances or harassment, or any other remarks, jokes or conduct that creates or fosters an offensive or hostile work environment. Employees at all levels of the organization must act with respect and civility toward clients, coworkers and outside firms. Being treated fairly means that managers and supervisors will evaluate you according to your merits, not according to arbitrary factors. 3. LEGAL COMPLIANCE Obeying the law, both in letter and in spirit, is the foundation of this Code. Our success depends upon each employee's operating within legal guidelines and cooperating with local, national and international authorities. It is therefore essential that you understand the legal and regulatory requirements applicable to your business unit and area of responsibility. We hold periodic training sessions to ensure that all employees comply with the relevant laws, rules and regulations associated with their employment, including laws prohibiting insider trading (which are discussed in further detail in Section 5 below). While we do not expect you to memorize every detail of these laws, rules and regulations, we want you to be able to determine when to seek advice from others. If you do have a question in the area of legal compliance, it is important that you not hesitate to seek answers from a member of the legal department. 2.

Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as URS, to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone's best interests to know and comply with our legal and ethical obligations. 4. ENVIRONMENTAL COMPLIANCE Federal law imposes criminal liability on any person or company that contaminates the environment with any hazardous substance that could cause injury to the community or environment. Violation of environmental laws can be a criminal offense and can involve monetary fines and imprisonment. We expect employees to comply with all applicable environmental laws. Our intent has been, and continues to be, to conduct our business in an environmentally responsible manner that minimizes environmental impacts. We are committed to minimizing and, if possible, eliminating the use of any substance or material that may cause environmental damage, reducing waste generation and disposing of all waste through safe and responsible methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies.

Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules and regulations may subject an individual, as well as URS, to civil and/or criminal penalties. You should be aware that conduct and records, including emails, are subject to internal and external audits, and to discovery by third parties in the event of a government investigation or civil litigation. It is in everyone's best interests to know and comply with our legal and ethical obligations. 4. ENVIRONMENTAL COMPLIANCE Federal law imposes criminal liability on any person or company that contaminates the environment with any hazardous substance that could cause injury to the community or environment. Violation of environmental laws can be a criminal offense and can involve monetary fines and imprisonment. We expect employees to comply with all applicable environmental laws. Our intent has been, and continues to be, to conduct our business in an environmentally responsible manner that minimizes environmental impacts. We are committed to minimizing and, if possible, eliminating the use of any substance or material that may cause environmental damage, reducing waste generation and disposing of all waste through safe and responsible methods, minimizing environmental risks by employing safe technologies and operating procedures, and being prepared to respond appropriately to accidents and emergencies. 5. INSIDER TRADING Employees of URS who come into possession of material non-public information concerning URS must safeguard the information and not intentionally or inadvertently communicate it to any person, including family members and friends, unless the person has a need to know the information for legitimate, URS business. All non-public information about URS or about companies with which we do business is considered confidential information. To use material non-public information in connection with buying or selling securities, including "tipping" others who might make an investment decision on the basis of this information, is not only unethical, it is illegal. Employees must exercise the utmost care when handling material inside information. You should consult the Insider Trading Policy for more specific information on the definition of "material inside information" and on buying and selling our securities or securities of companies with which we do business. If any employee has access to material non-public information relating to URS, neither that person nor any related person or affiliate may buy or sell securities of URS or engage in any other action to take advantage of, or pass onto others, that information. Transactions that may be necessary or justifiable for independent reasons, such as the need to raise money for an emergency expenditure, are no exception. Even the appearance of an improper transaction should be avoided. 6. INTERNATIONAL BUSINESS LAWS Our employees are expected to comply with the applicable laws in all countries to which they travel, in which they operate and where we otherwise do business, including laws prohibiting bribery, corruption or the conduct of business with specified individuals, companies 3.

or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. In addition, we expect employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the U.S. These U.S. laws, rules and regulations, which extend to all our activities outside the U.S., include: - The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to a government official to obtain or retain business or favorable treatment, and requires the maintenance of accurate books of account, with all company transactions being properly recorded;

or countries. The fact that in some countries certain laws are not enforced or that violation of those laws is not subject to public criticism will not be accepted as an excuse for noncompliance. In addition, we expect employees to comply with U.S. laws, rules and regulations governing the conduct of business by its citizens and corporations outside the U.S. These U.S. laws, rules and regulations, which extend to all our activities outside the U.S., include: - The Foreign Corrupt Practices Act, which prohibits directly or indirectly giving anything of value to a government official to obtain or retain business or favorable treatment, and requires the maintenance of accurate books of account, with all company transactions being properly recorded; - U.S. Embargoes, which restrict or, in some cases, prohibit companies, their subsidiaries and their employees from doing business with certain other countries identified on a list that changes periodically (including, for example, Angola (partial), Burma (partial), Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or specific companies or individuals; - Export Controls, which restrict travel to designated countries or prohibit or restrict the export of goods, services and technology to designated countries, denied persons or denied entities from the U.S., or the re-export of U.S. origin goods from the country of original destination to such designated countries, denied companies or denied entities; and - Antiboycott Compliance, which prohibits U.S. companies from taking any action that has the effect of furthering or supporting a restrictive trade practice or boycott that is fostered or imposed by a foreign country against a country friendly to the U.S. or against any U.S. person. If you have a question as to whether an activity is restricted or prohibited, seek assistance from your superior or a member of the legal department before taking any action, including giving any verbal assurances that might be regulated by international laws. 7. ANTITRUST Antitrust laws are designed to protect the competitive process. These laws are based on the premise that the public interest is best served by vigorous competition and will suffer from illegal agreements or collusion among competitors. Antitrust laws generally prohibit: - agreements, formal or informal, with competitors that harm competition or customers, including price fixing and allocations of customers, territories or contracts; - agreements, formal or informal, that establish or fix the price at which a customer may resell a product; and 4.

- the acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive conduct. Certain kinds of information, such as pricing, production and inventory and, particularly with respect to federal government procurement, competitors' bid and proposal information and "source selection information," should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social. We must conduct all interactions with competitors, including social activities, as if they were completely in the public view, because they may later be subject to probing examination and unfavorable interpretation. Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars, which may be tripled under certain circumstances. We periodically provide antitrust compliance training for employees in sensitive positions. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where we do business can be difficult, and you are urged to seek assistance from your supervisor or the Compliance Officer whenever you have a question

- the acquisition or maintenance of a monopoly or attempted monopoly through anti-competitive conduct. Certain kinds of information, such as pricing, production and inventory and, particularly with respect to federal government procurement, competitors' bid and proposal information and "source selection information," should not be exchanged with competitors, regardless of how innocent or casual the exchange may be and regardless of the setting, whether business or social. We must conduct all interactions with competitors, including social activities, as if they were completely in the public view, because they may later be subject to probing examination and unfavorable interpretation. Antitrust laws impose severe penalties for certain types of violations, including criminal penalties and potential fines and damages of millions of dollars, which may be tripled under certain circumstances. We periodically provide antitrust compliance training for employees in sensitive positions. Understanding the requirements of antitrust and unfair competition laws of the various jurisdictions where we do business can be difficult, and you are urged to seek assistance from your supervisor or the Compliance Officer whenever you have a question relating to these laws. 8. CONFLICTS OF INTEREST A "conflict of interest" occurs when an individual's personal interest may interfere in any way with the performance of his or her duties or the best interests of URS. A conflicting personal interest could result from an expectation of personal gain now or in the future or from a need to satisfy a prior or concurrent personal obligation. We expect our employees to be free from influences that conflict with the best interests of URS or might deprive URS of their undivided loyalty in business dealings. Even the appearance of a conflict of interest where none actually exists can be damaging and should be avoided. Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest are prohibited unless specifically authorized as described below. If you have any questions about a potential conflict or if you become aware of an actual or potential conflict, and you are not an officer or director of URS, you should discuss the matter with your supervisor or the Compliance Officer (as further described in Section 17). Supervisors may not authorize conflict of interest matters without first seeking the approval of the Compliance Officer and filing with the Compliance Officer a written description of the authorized activity. If the supervisor is involved in the potential or actual conflict, you should discuss the matter directly with the Compliance Officer. Executive officers and directors may seek authorizations only from the Audit Committee. Factors that may be considered in evaluating a potential conflict of interest are, among others: - whether it may interfere with the employee's job performance, responsibilities or morale; - whether the employee has access to confidential information; 5.

- whether it may interfere with the job performance, responsibilities or morale of others within the organization; - any potential adverse or beneficial impact on our business; - any potential adverse or beneficial impact on our relationships with our customers or suppliers or other service providers; - whether it would enhance or support a competitor's position; - the extent to which it would result in financial or other benefit (direct or indirect) to the employee; - the extent to which it would result in financial or other benefit (direct or indirect) to one of our customers, suppliers or other service providers; and - the extent to which it would appear improper to an outside observer.

- whether it may interfere with the job performance, responsibilities or morale of others within the organization; - any potential adverse or beneficial impact on our business; - any potential adverse or beneficial impact on our relationships with our customers or suppliers or other service providers; - whether it would enhance or support a competitor's position; - the extent to which it would result in financial or other benefit (direct or indirect) to the employee; - the extent to which it would result in financial or other benefit (direct or indirect) to one of our customers, suppliers or other service providers; and - the extent to which it would appear improper to an outside observer. The following are examples of situations that may, depending on the facts and circumstances, involve conflicts of interests: - Employment by (including consulting for) or service on the board of a competitor, customer or supplier or other service provider. Activity that enhances or supports the position of a competitor to the detriment of URS is prohibited, including employment by or service on the board of a competitor. Employment by or service on the board of a customer or supplier or other service provider is generally discouraged and you must seek authorization in advance if you plan to take such action. - Owning, directly or indirectly, a significant financial interest in any entity that does business, seeks to do business or competes with US. In addition to the factors described above, persons evaluating ownership for conflicts of interest will consider the size and nature of the investment; the nature of the relationship between the other entity and URS; the employee's access to confidential information and the employee's ability to influence URS decisions. If you would like to acquire a financial interest of that kind, you must seek approval in advance. - Soliciting or accepting gifts, favors, loans or preferential treatment from any person or entity that does business or seeks to do business with us. See Section 12 for further discussion of the issues involved in this type of conflict. - Soliciting contributions to any charity or for any political candidate from any person or entity that does business or seeks to do business with us. - Taking personal advantage of corporate opportunities. See Section 9 for further discussion of the issues involved in this type of conflict. - Moonlighting without permission. 6.

- Conducting our business transactions with your family member or a business in which you have a significant financial interest. Material related-party transactions approved by the Audit Committee and involving any executive officer or director will be publicly disclosed as required by applicable laws and regulations. - Exercising supervisory or other authority on behalf of URS over a co-worker who is also a family member. The employee's supervisor and/or the Compliance Officer will consult with the Human Resources department to assess the advisability of reassignment. Loans to, or guarantees of obligations of, employees or their family members by URS are of special concern and could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law and others may require approval by our

- Conducting our business transactions with your family member or a business in which you have a significant financial interest. Material related-party transactions approved by the Audit Committee and involving any executive officer or director will be publicly disclosed as required by applicable laws and regulations. - Exercising supervisory or other authority on behalf of URS over a co-worker who is also a family member. The employee's supervisor and/or the Compliance Officer will consult with the Human Resources department to assess the advisability of reassignment. Loans to, or guarantees of obligations of, employees or their family members by URS are of special concern and could constitute an improper personal benefit to the recipients of these loans or guarantees, depending on the facts and circumstances. Some loans are expressly prohibited by law and others may require approval by our Board of Directors or one of its committees. 9. CORPORATE OPPORTUNITIES You may not take personal advantage of opportunities for URS that are presented to you or discovered by you as a result of your position with us or through your use of corporate property or information, unless authorized by your supervisor, the Compliance Officer or, in the case of executive officers and directors, the Audit Committee, as described in Section 8. Even opportunities that are acquired privately by you may be questionable if they are related to our existing or proposed lines of business. Significant participation in an investment or outside business opportunity that is directly related to our lines of business must be pre-approved. You cannot use your position with us or corporate property or information for improper personal gain, nor can you compete with us in any way. 10. MAINTENANCE OF CORPORATE BOOKS, RECORDS, DOCUMENTS AND ACCOUNTS; FINANCIAL INTEGRITY; PUBLIC REPORTING The integrity of our records and public disclosure depends on the validity, accuracy and completeness of the information supporting the entries to our books of account. Therefore, our corporate and business records should be completed accurately and honestly. The making of false or misleading entries, whether they relate to financial results or test results, is strictly prohibited. Our records serve as a basis for managing our business and are important in meeting our obligations to customers, suppliers, creditors, employees and others with whom we do business. As a result, it is important that our books, records and accounts accurately and fairly reflect, in reasonable detail, our assets, liabilities, revenues, costs and expenses, as well as all transactions and changes in assets and liabilities. We require that: - no entry be made in our books and records that intentionally hides or disguises the nature of any transaction or of any of our liabilities, or misclassifies any transactions as to accounts or accounting periods; - transactions be supported by appropriate documentation; 7.

- the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in our books and records; - employees comply with our system of internal controls; and - no cash or other assets be maintained for any purpose in any unrecorded or "off-the-books" fund. Our accounting records are also relied upon to produce reports for our management, stockholders and creditors, as well as for governmental agencies. In particular, we rely upon our accounting and other business and corporate records in preparing the periodic and current reports that we file with the SEC. Securities laws require that these reports provide full, fair, accurate, timely and understandable disclosure and fairly present our financial condition and results of operations. Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is accurate and

- the terms of sales and other commercial transactions be reflected accurately in the documentation for those transactions and all such documentation be reflected accurately in our books and records; - employees comply with our system of internal controls; and - no cash or other assets be maintained for any purpose in any unrecorded or "off-the-books" fund. Our accounting records are also relied upon to produce reports for our management, stockholders and creditors, as well as for governmental agencies. In particular, we rely upon our accounting and other business and corporate records in preparing the periodic and current reports that we file with the SEC. Securities laws require that these reports provide full, fair, accurate, timely and understandable disclosure and fairly present our financial condition and results of operations. Employees who collect, provide or analyze information for or otherwise contribute in any way in preparing or verifying these reports should strive to ensure that our financial disclosure is accurate and transparent and that our reports contain all of the information about URS that would be important to enable stockholders and potential investors to assess the soundness and risks of our business and finances and the quality and integrity of our accounting and disclosures. In addition: - no employee may take or authorize any action that would cause our financial records or financial disclosure to fail to comply with generally accepted accounting principles, the rules and regulations of the SEC or other applicable laws, rules and regulations; - all employees must cooperate fully with our Accounting and Internal Auditing Departments, as well as our independent public accountants and counsel, respond to their questions with candor and provide them with complete and accurate information to help ensure that our books and records, as well as our reports filed with the SEC, are accurate and complete; and - no employee should knowingly make (or cause or encourage any other person to make) any false or misleading statement in any of our reports filed with the SEC or knowingly omit (or cause or encourage any other person to omit) any information necessary to make the disclosure in any of our reports accurate in all material respects. Any employee who becomes aware of any departure from these standards has a responsibility to report his or her knowledge promptly to a supervisor, the Compliance Officer or one of the other compliance resources described in Section 17. 11. FAIR DEALING We strive to outperform our competition fairly and honestly. Advantages over our competitors are to be obtained through superior performance of our products and services, not through unethical or illegal business practices. Acquiring proprietary information from others 8.

through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance our interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or the Compliance Officer, as further described in Section 17. You are expected to deal fairly with our customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job. Be aware that the Federal Trade Commission Act provides that "unfair methods of competition in commerce, and unfair or deceptive acts or practices in commerce, are declared unlawful." It is a violation of the Act to engage in deceptive, unfair or unethical practices, and to make misrepresentations in connection with sales activities. Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the

through improper means, possessing trade secret information that was improperly obtained, or inducing improper disclosure of confidential information from past or present employees of other companies is prohibited, even if motivated by an intention to advance our interests. If information is obtained by mistake that may constitute a trade secret or other confidential information of another business, or if you have any questions about the legality of proposed information gathering, you must consult your supervisor or the Compliance Officer, as further described in Section 17. You are expected to deal fairly with our customers, suppliers, employees and anyone else with whom you have contact in the course of performing your job. Be aware that the Federal Trade Commission Act provides that "unfair methods of competition in commerce, and unfair or deceptive acts or practices in commerce, are declared unlawful." It is a violation of the Act to engage in deceptive, unfair or unethical practices, and to make misrepresentations in connection with sales activities. Employees involved in procurement have a special responsibility to adhere to principles of fair competition in the purchase of products and services by selecting suppliers based exclusively on normal commercial considerations, such as quality, cost, availability, service and reputation, and not on the receipt of special favors. 12. GIFTS AND ENTERTAINMENT Business entertainment and gifts are meant to create goodwill and sound working relationships and not to gain improper advantage with customers or facilitate approvals from government officials. Unless express permission is received from a supervisor, the Compliance Officer or the Audit Committee, entertainment and gifts cannot be offered, provided or accepted by any employee unless consistent with customary business practices and not (a) of greater than nominal or token value, (b) in cash, (c) consisting of travel or lodging, (d) susceptible of being construed as a bribe or kickback or (e) in violation of any laws. Any gift that could create an obligation to the donor or recipient, or influence the business relationship with the donor or recipient, should not be offered, provided or accepted. These principles apply to our transactions everywhere in the world, even where the practice is widely considered "a way of doing business." Employees should not accept gifts or entertainment that may reasonably be deemed to affect their judgment or actions in the performance of their duties. Our customers, suppliers and the public at large should know that our employees' judgment is not for sale. Under some statutes, such as the U.S. Foreign Corrupt Practices Act (further described in Section 3), giving anything of value to a government official to obtain or retain business or favorable treatment is a criminal act subject to prosecution and conviction. Discuss with your supervisor or the Compliance Officer any proposed entertainment or gifts if you are uncertain about their appropriateness. If, for any reason, you intend to provide any gift to a government official or employee, it must be in strict compliance with applicable laws, and you must first obtain approval from the Compliance Officer. 9.

13. PROTECTION AND PROPER USE OF COMPANY ASSETS All employees are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Our property, such as office supplies, computer equipment and software, records, customer information, manpower, URS names and trademarks, physical plants and products, are expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use our corporate name, any brand name or trademark owned or associated with URS or any of its subsidiaries or any letterhead stationery for any personal purpose. Employees should be mindful of the fact that we retain the right to access, review, monitor and disclose any information transmitted, received or stored using our electronic equipment, with or without an employee's or third party's knowledge, consent or approval and in accordance with applicable law, and employees should have no expectation of privacy in connection with this equipment. Any misuse or suspected misuse of our assets must be immediately reported to your supervisor or the Compliance Officer. 14. CONFIDENTIALITY

13. PROTECTION AND PROPER USE OF COMPANY ASSETS All employees are expected to protect our assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on our profitability. Our property, such as office supplies, computer equipment and software, records, customer information, manpower, URS names and trademarks, physical plants and products, are expected to be used only for legitimate business purposes, although incidental personal use may be permitted. You may not, however, use our corporate name, any brand name or trademark owned or associated with URS or any of its subsidiaries or any letterhead stationery for any personal purpose. Employees should be mindful of the fact that we retain the right to access, review, monitor and disclose any information transmitted, received or stored using our electronic equipment, with or without an employee's or third party's knowledge, consent or approval and in accordance with applicable law, and employees should have no expectation of privacy in connection with this equipment. Any misuse or suspected misuse of our assets must be immediately reported to your supervisor or the Compliance Officer. 14. CONFIDENTIALITY One of our most important assets is our confidential information. Employees who have received or have access to confidential information should take care to keep this information confidential. Confidential information may include business, marketing and service plans, financial information, engineering and manufacturing ideas, designs, databases, configuration of our computer systems, customer lists, pricing strategies, marketing materials, personnel data, personally identifiable information pertaining to our employees (e.g., salary, bonus or performance-appraisal data), customers or other individuals (e.g., names, addresses, telephone numbers and social security numbers), and similar types of information provided to us by our customers, suppliers and partners. This information may be protected by patent, trademark, copyright and trade secret laws. In addition, because we interact with other companies and organizations, there may be times when you learn confidential information about other companies before that information has been made available to the public. You must treat this information in the same manner as you are required to treat our confidential and proprietary information. There may even be times when you must treat as confidential the fact that we have an interest in, or are involved with, another company. You are expected to keep confidential all proprietary and non-public information unless and until that information is released to the public through approved channels (usually through a press release, an SEC filing or a formal communication from a member of senior management, as further described in Section 15). Every employee has a duty to refrain from disclosing to any person confidential or proprietary information about us or any other company learned in the course of employment here, until that information is disclosed to the public through approved channels. This policy requires you to refrain from discussing confidential or proprietary information with outsiders and even with other URS employees, unless those fellow employees have a legitimate need to know the information in order to perform their job duties. Unauthorized use or distribution of this information could also be illegal and result in civil 10.

liability and/or criminal penalties. You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers should be stored securely. To that end, any computer or voicemail passwords should be carefully protected. If you have reason to believe that your password or the security of a URS technological resource has been compromised, you must change your password immediately and report the incident to your supervisor and the applicable system administrator. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. You may not discuss our business, information or prospects in any "chat room," regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and "quasi-public" areas within URS, such as cafeterias. All URS

liability and/or criminal penalties. You should also take care not to inadvertently disclose confidential information. Materials that contain confidential information, such as memos, notebooks, computer disks and laptop computers should be stored securely. To that end, any computer or voicemail passwords should be carefully protected. If you have reason to believe that your password or the security of a URS technological resource has been compromised, you must change your password immediately and report the incident to your supervisor and the applicable system administrator. Unauthorized posting or discussion of any information concerning our business, information or prospects on the Internet is prohibited. You may not discuss our business, information or prospects in any "chat room," regardless of whether you use your own name or a pseudonym. Be cautious when discussing sensitive information in public places like elevators, airports, restaurants and "quasi-public" areas within URS, such as cafeterias. All URS emails, voicemails and other communications are presumed confidential and should not be forwarded or otherwise disseminated outside of URS, except where required for legitimate business purposes. Additionally, you must not include sensitive or confidential information in any messages that are widely distributed or sent outside of URS unless you use URS-approved security techniques. In addition to the above responsibilities, if you are handling information protected by any privacy policy published by us, then you must handle that information solely in accordance with the applicable policy. 15. MEDIA/PUBLIC DISCUSSIONS It is our policy to disclose material information concerning URS to the public only through specific limited channels to avoid inappropriate publicity and to ensure that all those with an interest in the company will have equal access to information. All inquiries or calls from our stockholders, financial analysts or the press should be referred to the Vice President and Treasurer who handles investor relations or the Vice President of Corporate Communications. We have designated our Vice President and Treasurer as our official spokesperson for financial matters. We have designated the Vice President of Corporate Communications as our official spokesperson for marketing, technical and other related information. Unless a specific exception has been made by the Chief Executive Officer or Chief Financial Officer, these designees are the only people who may communicate with our stockholders, the investment community or the press on behalf of URS. 16. WAIVERS Any waiver of this Code for executive officers (including, where required by applicable laws, our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions)) or directors may be authorized only by our Board of Directors or a committee of the Board, and will be disclosed to stockholders as required by applicable laws, rules and regulations. 11.

17. COMPLIANCE STANDARDS AND PROCEDURES COMPLIANCE RESOURCES To facilitate compliance with this Code, we have implemented a program of Code awareness, training and review. We have established the position of Compliance Officer to oversee this program. The Compliance Officer is a person to whom you can address any questions or concerns. We have designated the Vice President and General Counsel as our Compliance Officer, who can be reached as follows: 600 Montgomery Street, 25th Floor, San Francisco, California 94111; (phone) 415-774-2700; (fax) 415-834-1506. In addition to fielding questions or concerns with respect to potential violations of this Code, the Compliance Officer is responsible for: - investigating possible violations of the Code; - overseeing the training of new employees in Code policies;

17. COMPLIANCE STANDARDS AND PROCEDURES COMPLIANCE RESOURCES To facilitate compliance with this Code, we have implemented a program of Code awareness, training and review. We have established the position of Compliance Officer to oversee this program. The Compliance Officer is a person to whom you can address any questions or concerns. We have designated the Vice President and General Counsel as our Compliance Officer, who can be reached as follows: 600 Montgomery Street, 25th Floor, San Francisco, California 94111; (phone) 415-774-2700; (fax) 415-834-1506. In addition to fielding questions or concerns with respect to potential violations of this Code, the Compliance Officer is responsible for: - investigating possible violations of the Code; - overseeing the training of new employees in Code policies; - overseeing the conduct of periodic training sessions to refresh employees' familiarity with the Code; - distributing copies of the Code annually to each employee with a reminder that each employee is responsible for reading, understanding and complying with the Code; - updating the Code as needed and alerting employees to any updates, with appropriate approval of the Audit Committee of the Board of Directors, to reflect changes in the law, URS operations and in recognized best practices, and to reflect URS experience; and - otherwise promoting an atmosphere of responsible and ethical conduct. Your most immediate resource for any matter related to the Code is your supervisor. He or she may have the information you need, or may be able to refer the question to another appropriate source. There may, however, be times when you prefer not to go to your supervisor. In these instances, you should feel free to discuss your concern with the Compliance Officer. The URS Ethics Hotline, a toll-free help line at 1-866-462-4224 is also available to those who wish to ask questions about URS policy, seek guidance on specific situations or report violations of the Code. You may call the toll-free number anonymously if you prefer, although the Compliance Officer will be unable to obtain followup details from you that may be necessary to investigate the matter. Whether you identify yourself or remain anonymous, your telephonic contact with the URS Ethics Hotline will be kept strictly confidential to the extent reasonably possible within the objectives of the Code. 12.

CLARIFYING QUESTIONS AND CONCERNS; REPORTING POSSIBLE VIOLATIONS If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the Compliance Officer; even the appearance of impropriety can be very damaging and should be avoided. If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or the Compliance Officer, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment. Supervisors must promptly report any complaints or observations of Code violations to the Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact the Compliance Officer

CLARIFYING QUESTIONS AND CONCERNS; REPORTING POSSIBLE VIOLATIONS If you encounter a situation or are considering a course of action and its appropriateness is unclear, discuss the matter promptly with your supervisor or the Compliance Officer; even the appearance of impropriety can be very damaging and should be avoided. If you are aware of a suspected or actual violation of Code standards by others, you have a responsibility to report it. You are expected to promptly provide a compliance resource with a specific description of the violation that you believe has occurred, including any information you have about the persons involved and the time of the violation. Whether you choose to speak with your supervisor or the Compliance Officer, you should do so without fear of any form of retaliation. We will take prompt disciplinary action against any employee who retaliates against you, up to and including termination of employment. Supervisors must promptly report any complaints or observations of Code violations to the Compliance Officer. If you believe your supervisor has not taken appropriate action, you should contact the Compliance Officer directly. The Compliance Officer will investigate all reported possible Code violations promptly and with the highest degree of confidentiality that is possible under the specific circumstances. Neither you nor your supervisor may conduct any preliminary investigation, unless authorized to do so by the Compliance Officer. Your cooperation in the investigation will be expected. As needed, the Compliance Officer will consult with the Human Resources department and/or the Audit Committee of the Board of Directors. We will strive to employ a fair process by which to determine violations of the Code If the investigation indicates that a violation of the Code has probably occurred, we will take such action as we believe to be appropriate under the circumstances. If we determine that an employee is responsible for a Code violation, he or she will be subject to disciplinary action up to, and including, termination of employment and, in appropriate cases, civil action or referral for criminal prosecution. Appropriate action may also be taken to deter any future Code violations. 13.

. . . EXHIBIT 21.1 SUBSIDIARIES OF URS CORPORATION
Name of Domestic Subsidiary ----------------------------------------------------AMAN ENVIRONMENTAL CONSTRUCTION, INC. BANSHEE CONSTRUCTION COMPANY, INC. CLAY STREET PROPERTIES CLEVELAND WRECKING COMPANY COVERDALE & COLPITTS, INC. D&M CONSULTING ENGINEERS, INC. DAMES & MOORE GROUP (NEW YORK), INC. E.C. DRIVER & ASSOCIATES, INC. EG&G DEFENSE MATERIALS, INC. EG&G TECHNICAL SERVICES, INC. GEOTESTING SERVICES, INC. LEAR SIEGLER LOGISTICS INTERNATIONAL, INC. LEAR SIEGLER SERVICES, INC. NATIONAL TRANSPORTATION AUTHORITY TEXAS 1, INC. NATIONAL TRANSPORTATION AUTHORITY TEXAS 2, INC. NATIONAL TRANSPORTATION AUTHORITY TEXAS 3, INC. NATIONAL TRANSPORTATION AUTHORITY TEXAS 4, INC. O'BRIEN-KREITZBERG, INC. O'BRIEN-KREITZBERG LLC. State of Incorporation ---------------------California California California California New York Delaware New York Florida Utah Delaware California Delaware Delaware Texas Texas Texas Texas California Delaware

. . . EXHIBIT 21.1 SUBSIDIARIES OF URS CORPORATION
Name of Domestic Subsidiary ----------------------------------------------------AMAN ENVIRONMENTAL CONSTRUCTION, INC. BANSHEE CONSTRUCTION COMPANY, INC. CLAY STREET PROPERTIES CLEVELAND WRECKING COMPANY COVERDALE & COLPITTS, INC. D&M CONSULTING ENGINEERS, INC. DAMES & MOORE GROUP (NEW YORK), INC. E.C. DRIVER & ASSOCIATES, INC. EG&G DEFENSE MATERIALS, INC. EG&G TECHNICAL SERVICES, INC. GEOTESTING SERVICES, INC. LEAR SIEGLER LOGISTICS INTERNATIONAL, INC. LEAR SIEGLER SERVICES, INC. NATIONAL TRANSPORTATION AUTHORITY TEXAS 1, INC. NATIONAL TRANSPORTATION AUTHORITY TEXAS 2, INC. NATIONAL TRANSPORTATION AUTHORITY TEXAS 3, INC. NATIONAL TRANSPORTATION AUTHORITY TEXAS 4, INC. O'BRIEN-KREITZBERG, INC. O'BRIEN-KREITZBERG LLC. RADIAN ENGINEERING, INC. RADIAN INTERNATIONAL LLC SIGNET TESTING LABORATORIES, INC. THORTEC ENVIRONMENTAL SYSTEMS, INC. (CALIFORNIA) URS ARCHITECTS/ENGINEERS, INC. URS ARCHITECTS - OREGON, INC. URS CARIBE, LLP URS CARIBE - VIRGIN ISLANDS URS CONSTRUCTION SERVICES, INC. URS CORPORATION URS CORPORATION - AES URS CORPORATION - MARYLAND URS CORPORATION - NEW YORK URS CORPORATION - NORTH CAROLINA URS CORPORATION - OHIO URS.CORPORATION - OHIO, VIRGIN ISLANDS URS CORPORATION ARCHITECTURE NC P C URS CORPORATION DESIGN URS CORPORATION GREAT LAKES URS CORPORATION GROUP CONSULTANTS URS CORPORATION SERVICES URS CORPORATION SOUTHERN URS DISTRICT SERVICES P.C. URS GREINER WOODWARD-CLYDE CONSULTANTS, INC. URS GROUP, INC. URS HOLDINGS, INC. URS INTERNATIONAL, INC. URS OPERATING SERVICES, INC. URS RESOURCES, LLC State of Incorporation ---------------------California California California California New York Delaware New York Florida Utah Delaware California Delaware Delaware Texas Texas Texas Texas California Delaware New York Delaware Delaware California New Jersey Oregon Delaware US Virgin Islands Florida Nevada Connecticut Maryland New York North Carolina Ohio US Virgin Islands North Carolina Ohio Michigan New York Pennsylvania California District of Columbia New York Delaware Delaware Delaware Delaware Delaware

Name of Foreign Subsidiary ---------------------------------------------------AACM INT'L PTY LTD AGC WOODWARD-CLYDE BCP (1994) LTD. BRICOLPAR BUILDING HEALTH CONSULTANTS BUSINESS RISK STRATEGIES PTY. LTD.

Jurisdiction of Incorporation ----------------------------Australia Australia United Kingdom United Kingdom United Kingdom Australia

Name of Foreign Subsidiary ---------------------------------------------------AACM INT'L PTY LTD AGC WOODWARD-CLYDE BCP (1994) LTD. BRICOLPAR BUILDING HEALTH CONSULTANTS BUSINESS RISK STRATEGIES PTY. LTD. D&M CHILE LTDA. DAMES & MOORE (BVI) LTD., TAIWAN DAMES & MOORE ARGENTINA SA DAMES & MOORE BOLIVIA S.A. DAMES & MOORE DE MEXICO S de R.L. de C.V. DAMES & MOORE INTERNATIONAL SRL JAPAN/VENEZUELA DAMES & MOORE PTY. LTD. DAMES & MOORE SERVICIOS DE MEXICO, S de R.L. de C.V. DAMES & MOORE, INC. - AZERBAIJAN DAMES & MOORE, INC. - INDONESIA DAMES & MOORE, INC. - NORWAY DAMES & MOORE, INC. - PHILIPPINES DAMES & MOORE, INC. - SULTANATE OF OMAN DAMES & MOORE, INC. - UNITED ARAB EMIRATES FOOD & AGRICULTURE INTERNATIONAL LTD. FORTECH FINANCE PTY LTD. GREINER INTERNATIONAL LTD. GREINER WC D&M MALAYSIA HOISTING SYSTEMS PTY. LTD. HOLLINGSWORTH DAMES & MOORE PTY. LTD. MURRAY NORTH SOLOMON ISLANDS, LTD. MURRAY NORTH INTERNATIONAL LTD. O'BRIEN KREITZBERG ASIA PACIFIC, LTD. O'BRIEN-KREITZBERG LTD. OKI SUCURSAL PROFESSIONAL INSURANCE LIMITED PT GEOBIS WOODWARD-CLYDE INDONESIA PT URS INDONESIA RADIAN INTERNATIONAL S.E.A. LIMITED RADIAN-LEBANON RADIAN-TAIWAN SAUDI ARABIAN DAMES & MOORE TC CONSULTORES LTDA. TCC SP.ZOO TECNOLOGIAS Y SERVICIOS AMBIENTALES TESAM S.A. THORBURN COLQUHOUN HOLDINGS LIMITED THORBURN COLQUHOUN INTERNATIONAL LIMITED THORBURN COLQUHOUN OVERSEAS LIMITED THORBURN MIDDLE EAST LIMITED URS ARCHITECTS & ENGINEERS CANADA, INC. URS ASIA PACIFIC LIMITED URS AUSTRALIA PTY. LTD. URS BELGIUM BVBA URS CANADA, INC. URS CONSULTING MALAYSIA SDN. BND URS CONSULTING - SHANGHAI

Jurisdiction of Incorporation ----------------------------Australia Australia United Kingdom United Kingdom United Kingdom Australia Chile Taiwan Argentina Bolivia Mexico Japan/Venezuela Australia Mexico Azerbaijan Indonesia Norway Philippines Sultanate of Oman United Arab Emirates United Kingdom Australia Thailand Malaysia Australia Australia Solomon Islands New Zealand Hong Kong United Kingdom Portugal Bermuda Indonesia Indonesia Thailand Lebanon Taiwan Saudi Arabia Portugal Poland Chile United Kingdom United Kingdom Cyprus Cyprus Canada Australia Australia Belgium Ontario Malaysia Shanghai

Name of Foreign Subsidiary (Continued) ---------------------------------------------URS CONSULTING (SINGAPORE) PTE. LTD. URS CORPORATION LTD. URS CORPORATION LTD. - AZERBAIJAN URS DEUTSCHLAND GMBH URS EUROPE LIMITED URS EG&G PTY. LTD. URS FORESTRY PTY. LTD. URS FRANCE URS FRANCE - TCHAD URS GREINER (MALAYSIA) SDN. BHD. URS GREINER WOODWARD-CLYDE (MALAYSIA) SDN BHD URS HOLDINGS, INC. - SHANGHAI URS HOLDINGS, INC. - PANAMA URS HONG KONG LIMITED

Jurisdiction of Incorporation ----------------------------Singapore United Kingdom Azerbaijan Germany United Kingdom Australia Australia France Chad - Africa Malaysia Malaysia China Panama Hong Kong

Name of Foreign Subsidiary (Continued) ---------------------------------------------URS CONSULTING (SINGAPORE) PTE. LTD. URS CORPORATION LTD. URS CORPORATION LTD. - AZERBAIJAN URS DEUTSCHLAND GMBH URS EUROPE LIMITED URS EG&G PTY. LTD. URS FORESTRY PTY. LTD. URS FRANCE URS FRANCE - TCHAD URS GREINER (MALAYSIA) SDN. BHD. URS GREINER WOODWARD-CLYDE (MALAYSIA) SDN BHD URS HOLDINGS, INC. - SHANGHAI URS HOLDINGS, INC. - PANAMA URS HONG KONG LIMITED URS INTERNATIONAL INC. - GERMANY URS IRELAND LIMITED URS ITALIA S.R.L. URS NETHERLANDS B.V. URS NEW ZEALAND LTD. URS NORDIC AB URS (PNG) LTD. URS PHILIPPINES, INC. URS STRATEGIC ISSUES MANAGEMENT PTY. LTD. URS (THAILAND) LIMITED URS VERIFICATION LTD. WALK, HAYDEL ARABIA LTD. W-C GEO-CONSULTING SDN BHD

Jurisdiction of Incorporation ----------------------------Singapore United Kingdom Azerbaijan Germany United Kingdom Australia Australia France Chad - Africa Malaysia Malaysia China Panama Hong Kong Germany Ireland Italy Netherlands New Zealand Sweden Papua New Guinea Philippines Australia Thailand United Kingdom Saudi Arabia Malaysia

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 3361230, 333-24063, 333-24067, 333-24069, 333-48791, 333-48793, 333-91053, 333-110467) and Form S-3 (File Nos. 333-59203, 33-108601, 333-107284, 333-25207) of URS Corporation of our report dated January 20, 2004 relating to the financial statements, which appears in this Annual Report on Form 10-K. January 22, 2004 San Francisco, California
/s/PricewaterhouseCoopers LLP ----------------------------PRICEWATERHOUSECOOPERS LLP

EXHIBIT 24.1 POWERS OF ATTORNEY OF URS CORPORATION'S DIRECTORS AND OFFICERS Each person whose signature appears below hereby constitutes and appoints any one of MARTIN M. KOFFEL and KENT P. AINSWORTH, each with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for fiscal year ended October 31, 2003 of URS Corporation, and any or all amendments thereto, and to file the same with all the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in connection therewith, as fully to all extents and purposes as he or she might or could do in person, thereby ratifying and confirming all that such attorney-in-fact

EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 3361230, 333-24063, 333-24067, 333-24069, 333-48791, 333-48793, 333-91053, 333-110467) and Form S-3 (File Nos. 333-59203, 33-108601, 333-107284, 333-25207) of URS Corporation of our report dated January 20, 2004 relating to the financial statements, which appears in this Annual Report on Form 10-K. January 22, 2004 San Francisco, California
/s/PricewaterhouseCoopers LLP ----------------------------PRICEWATERHOUSECOOPERS LLP

EXHIBIT 24.1 POWERS OF ATTORNEY OF URS CORPORATION'S DIRECTORS AND OFFICERS Each person whose signature appears below hereby constitutes and appoints any one of MARTIN M. KOFFEL and KENT P. AINSWORTH, each with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for fiscal year ended October 31, 2003 of URS Corporation, and any or all amendments thereto, and to file the same with all the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in connection therewith, as fully to all extents and purposes as he or she might or could do in person, thereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. This Power of Attorney may be executed in separate counterparts.
Dated: January 22, 2004 /s/ Richard C. Blum ----------------------------Richard C. Blum Director /s/ Armen Der Marderosian ----------------------------Armen Der Marderosian Director /s/ Joseph W. Ralston ----------------------------------Joseph W. Ralston Director /s/ Marie L. Knowles ------------------------------Marie L. Knowles Director /s/ Irwin L. Rosenstein ------------------------------Irwin L. Rosenstein Director /s/ Martin M. Koffel -------------------------------Martin M. Koffel Director /s/ Richard B. Madden -------------------------------Richard B. Madden Director /s/ George R. Melton -------------------------------George R. Melton Director /s/ Mickey P. Foret -------------------------------Mickey P. Foret Director /s/ William D. Walsh -------------------------------William D. Walsh Director

EXHIBIT 24.1 POWERS OF ATTORNEY OF URS CORPORATION'S DIRECTORS AND OFFICERS Each person whose signature appears below hereby constitutes and appoints any one of MARTIN M. KOFFEL and KENT P. AINSWORTH, each with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for fiscal year ended October 31, 2003 of URS Corporation, and any or all amendments thereto, and to file the same with all the exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in connection therewith, as fully to all extents and purposes as he or she might or could do in person, thereby ratifying and confirming all that such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. This Power of Attorney may be executed in separate counterparts.
Dated: January 22, 2004 /s/ Richard C. Blum ----------------------------Richard C. Blum Director /s/ Armen Der Marderosian ----------------------------Armen Der Marderosian Director /s/ Joseph W. Ralston ----------------------------------Joseph W. Ralston Director /s/ Marie L. Knowles ------------------------------Marie L. Knowles Director /s/ Irwin L. Rosenstein ------------------------------Irwin L. Rosenstein Director /s/ John D. Roach ------------------------------John D. Roach Director /s/ Martin M. Koffel -------------------------------Martin M. Koffel Director /s/ Richard B. Madden -------------------------------Richard B. Madden Director /s/ George R. Melton -------------------------------George R. Melton Director /s/ Mickey P. Foret -------------------------------Mickey P. Foret Director /s/ William D. Walsh -------------------------------William D. Walsh Director

EXHIBIT 31.1 CERTIFICATIONS I, Martin M. Koffel, certify that: 1. I have reviewed this annual report on Form 10-K of URS Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

EXHIBIT 31.1 CERTIFICATIONS I, Martin M. Koffel, certify that: 1. I have reviewed this annual report on Form 10-K of URS Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 22, 2004 /s/ Martin M. Koffel --------------------------Martin M. Koffel Chief Executive Officer

EXHIBIT 31.2 CERTIFICATIONS I, Kent P. Ainsworth, certify that:

EXHIBIT 31.2 CERTIFICATIONS I, Kent P. Ainsworth, certify that: 1. I have reviewed this annual report on Form 10-K of URS Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 22, 2004 /s/ Kent P. Ainsworth --------------------------Kent P. Ainsworth Chief Financial Officer

EXHIBIT 32.1 CHIEF EXECUTIVE OFFICER CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Martin M. Koffel, the Chief Executive Officer of

EXHIBIT 32.1 CHIEF EXECUTIVE OFFICER CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Martin M. Koffel, the Chief Executive Officer of URS Corporation (the "Company") hereby certifies that, to the best of his knowledge: 1. The Company's Annual Report on Form 10-K for the period ended October 31, 2003, to which this Certification is attached as Exhibit 32.1 (the "Periodic Report"), fully complies with the requirements of section 13 (a) or section 15(d) of the Securities Exchange Act of 1934, and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, the undersigned has set his hand hereto as of the 22nd day of January, 2004.
/s/ Martin M. Koffel -------------------Martin M. Koffel Chief Executive Officer

EXHIBIT 32.2 CHIEF FINANCIAL OFFICER CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Kent P. Ainsworth, the Chief Financial Officer of URS Corporation (the "Company"), hereby certifies that, to the best of his knowledge: 1. The Company's Annual Report on Form 10-K for the period ended October 31, 2003, to which this Certification is attached as Exhibit 32.2 (the "Periodic Report"), fully complies with the requirements of section 13 (a) or section 15(d) of the Securities Exchange Act of 1934, and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, the undersigned has set his hand hereto as of the 22nd day of January, 2004.
/s/ Kent Ainsworth -----------------Kent P. Ainsworth Chief Financial Officer

EXHIBIT 32.2 CHIEF FINANCIAL OFFICER CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Kent P. Ainsworth, the Chief Financial Officer of URS Corporation (the "Company"), hereby certifies that, to the best of his knowledge: 1. The Company's Annual Report on Form 10-K for the period ended October 31, 2003, to which this Certification is attached as Exhibit 32.2 (the "Periodic Report"), fully complies with the requirements of section 13 (a) or section 15(d) of the Securities Exchange Act of 1934, and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, the undersigned has set his hand hereto as of the 22nd day of January, 2004.
/s/ Kent Ainsworth -----------------Kent P. Ainsworth Chief Financial Officer