10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Quarterly Report on

FORM 10-Q

(Mark one)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended June 30, 2009
¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from                  to

Commission File Number 1-7463

JACOBS ENGINEERING GROUP INC.

(Exact name of Registrant as specified in its charter)

Delaware (State of incorporation)	95-4081636 (I.R.S. employer identification number)
1111 South Arroyo Parkway, Pasadena, California (Address of principal executive offices)	91105 (Zip code)

(626) 578 – 3500

(Registrant’s telephone number, including area code)

Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:  x  Yes    ¨  No

Indicate by check-mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x  Yes    ¨  No

Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ¨  Yes    x   No

Number of shares of common stock outstanding at July 27, 2009: 123,912,253

JACOBS ENGINEERING GROUP INC.

INDEX TO FORM 10-Q

			Page No.
PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets – June 30, 2009 (Unaudited) and September 30, 2008	3
		Consolidated Statements of Earnings – Unaudited Three and Nine Months Ended June 30, 2009 and 2008	4
		Consolidated Statements of Comprehensive Income – Unaudited Three and Nine Months Ended June 30, 2009 and 2008	5
		Consolidated Statements of Cash Flows – Unaudited Nine Months Ended June 30, 2009 and 2008	6
		Notes to Consolidated Financial Statements – Unaudited	7 – 13
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14 – 20
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
	Item 4.	Controls and Procedures	21
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	22
	Item 1A.	Risk Factors	23
	Item 6.	Exhibits	24
SIGNATURES			25

2

Part I — FINANCIAL INFORMATION

Item 1. Financial Statements.

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

	June 30, 2009 (Unaudited)			September 30, 2008
ASSETS
Current Assets:
Cash and cash equivalents	$	1,059,470		$	604,420
Receivables		1,650,998			1,957,773
Deferred income taxes		138,537			142,553
Prepaid expenses and other		44,055			45,488
Total current assets		2,893,060			2,750,234
Property, Equipment and Improvements, Net		243,431			256,140
Other Noncurrent Assets:
Goodwill		922,197			924,060
Miscellaneous		366,848			347,804
Total other non-current assets		1,289,045			1,271,864
	$	4,425,536		$	4,278,238
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Notes payable	$	34,530		$	966
Accounts payable		350,350			467,888
Accrued liabilities		726,511			825,587
Billings in excess of costs		265,783			234,203
Income taxes payable		49,157			48,353
Total current liabilities		1,426,331			1,576,997
Long-term Debt		13,275			55,675
Other Deferred Liabilities		365,641			394,241
Noncontrolling Interests		5,639			6,178
Commitments and Contingencies
Stockholders’ Equity:
Capital stock:
Preferred stock, $1 par value, authorized—1,000,000 shares; issued and outstanding—none		—			—
Common stock, $1 par value, authorized—240,000,000 shares; issued and outstanding—123,903,898 shares and 122,701,049 shares, respectively		123,904			122,701
Additional paid-in capital		685,162			631,043
Retained earnings		1,938,226			1,620,673
Accumulated other comprehensive loss		(132,642	)		(129,270	)
Total stockholders’ equity		2,614,650			2,245,147
	$	4,425,536		$	4,278,238

See the accompanying Notes to Consolidated Financial Statements.

3

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

For the Three and Nine Months Ended June 30, 2009 and 2008

(In thousands, except per share information)

(Unaudited)

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2009			2008			2009			2008
Revenues	$	2,706,724		$	2,918,927		$	8,914,829		$	8,055,538
Costs and Expenses:
Direct costs of contracts		(2,334,861	)		(2,467,283	)		(7,701,923	)		(6,781,330	)
Selling, general and administrative expenses		(225,189	)		(282,773	)		(714,476	)		(809,929	)
Operating Profit		146,674			168,871			498,430			464,279
Other Income (Expense):
Interest income		2,465			3,359			9,656			11,237
Interest expense		(402	)		(987	)		(2,428	)		(2,857	)
Miscellaneous income (expense), net		(456	)		(1,436	)		(4,818	)		6,027
Total other income, net		1,607			936			2,410			14,407
Earnings Before Taxes		148,281			169,807			500,840			478,686
Income Tax Expense		(53,381	)		(61,130	)		(180,303	)		(172,327	)
Net Earnings	$	94,900		$	108,677		$	320,537		$	306,359
Net Earnings Per Share:
Basic	$	0.77		$	0.89		$	2.61		$	2.54
Diluted	$	0.76		$	0.87		$	2.58		$	2.46

See the accompanying Notes to Consolidated Financial Statements.

4

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Nine Months Ended June 30, 2009 and 2008

(In thousands)

(Unaudited)

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2009			2008			2009			2008
Net Earnings	$	94,900		$	108,677		$	320,537		$	306,359
Other Comprehensive Income:
Foreign currency translation adjustments		31,699			(6,368	)		(17,630	)		6,561
Gain (loss) on cash flow hedge		3,147			6,378			(5,956	)		3,401
Change in pension liability		(11,622	)		88			12,683			(2,281	)
Other Comprehensive Income
Before Taxes		23,224			98			(10,903	)		7,681
Income Tax Benefit (Expense)		2,141			(2,049	)		7,531			(1,356	)
Other Comprehensive Income (Loss)		25,365			(1,951	)		(3,372	)		6,325
Total Comprehensive Income	$	120,265		$	106,726		$	317,165		$	312,684

See the accompanying Notes to Consolidated Financial Statements.

5

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended June 30, 2009 and 2008

(In thousands)

(Unaudited)

	2009			2008
Cash Flows from Operating Activities:
Net earnings	$	320,537		$	306,359
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization:
Property, equipment and improvements		50,081			46,384
Intangible assets		6,562			7,141
Gains from sales of investments		(1,249	)		(10,609	)
Stock based compensation		17,923			14,893
Excess tax benefits from stock based compensation		(2,989	)		(45,558	)
Losses on sales of assets, net		23			—
Changes in certain assets and liabilities, excluding the effects of businesses acquired:
Receivables		247,243			(170,998	)
Prepaid expenses and other current assets		(286	)		7,979
Accounts payable		(103,912	)		(11,167	)
Accrued liabilities		(82,334	)		3,638
Billings in excess of costs		26,552			(18,481	)
Income taxes payable		4,456			37,936
Deferred income taxes		(1,449	)		5,443
Other, net		(7	)		459
Net cash provided by operating activities		481,151			173,419
Cash Flows from Investing Activities:
Additions to property and equipment		(46,778	)		(87,031	)
Disposals of property and equipment		1,847			385
Changes in investments, net		(29,838	)		17,717
Acquisitions of businesses, net of cash acquired		(1,033	)		(236,317	)
Changes in other non-current assets, net		21,453			(15,328	)
Net cash used for investing activities		(54,349	)		(320,574	)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings		—			8,049
Repayments of long-term borrowings		(33,879	)		(9,939	)
Net change in short-term borrowings		31,110			(6,701	)
Proceeds from issuances of common stock		32,451			34,441
Excess tax benefits from stock based compensation		2,989			45,558
Changes in other deferred liabilities, net		(5,451	)		(9,822	)
Net cash provided by financing activities		27,220			61,586
Effect of Exchange Rate Changes		1,028			8,440
Net Increase (Decrease) in Cash and Cash Equivalents		455,050			(77,129	)
Cash and Cash Equivalents at the Beginning of the Period		604,420			613,352
Cash and Cash Equivalents at the End of the Period	$	1,059,470		$	536,223

See the accompanying Notes to Consolidated Financial Statements.

6

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

June 30, 2009

Basis of Presentation

Unless the context otherwise requires, references herein to “Jacobs” are to Jacobs Engineering Group Inc. and its predecessors, and references herein to the “Company,” “we,” “us” or “our” are to Jacobs Engineering Group Inc. and its consolidated subsidiaries.

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. Readers of this report should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008 (“2008 Form 10-K”) as well as Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations also included in our 2008 Form 10-K. Readers should also read our reports on Form 10-Q for the quarterly periods ended December 31, 2008 and March 31, 2009.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements at June 30, 2009 and for the three and nine month periods ended June 30, 2009 and 2008.

The Company has evaluated subsequent events through the date of filing this Form 10-Q with the SEC. No material subsequent events have occurred since June 30, 2009 that required recognition or disclosure in these financial statements.

Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

New Accounting Standards

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 141R – Business Combinations (“SFAS 141R”). SFAS 141R significantly changes the accounting and reporting for business combinations. Among other changes, SFAS 141R requires acquisition related costs to be recognized separately from the acquisition; in a business combination achieved in stages, an acquiree to recognize the identifiable assets, liabilities and noncontrolling interest in the acquiree at the full amounts of their fair values as of the acquisition date; an acquirer to recognize assets or liabilities from contingencies as of the acquisition date. The requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141R is effective for the Company October 1, 2009.

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 – Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 significantly changes the accounting and reporting of noncontrolling (formerly known as minority) interests in consolidated financial statements. Among other changes, SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements; establishes that net income attributable to both the parent and the noncontrolling interest will be reported in the consolidated statement of earnings; and eliminates the requirement of purchase accounting for a parent’s acquisition of a noncontrolling ownership interest. SFAS 160 is effective for the Company October 1, 2009.

7

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

June 30, 2009

(continued)

Depending on the size and nature of an acquisition, the adoption of SFAS 141R and SFAS 160 could have a material effect on the Company’s consolidated financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167— Amendments to FASB Interpretation No. 46(R) (“SFAS 167”). SFAS 167 amends FIN 46(R) and requires the Company to perform an analysis to determine whether its variable interests give it a controlling financial interest in a variable interest entity. This analysis requires the Company to assess whether it has the power to direct the activities of the variable interest entity and if it has the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity. SFAS 167 eliminates the quantitative approach previously required for determining the primary beneficiary of a variable interest entity and significantly enhances disclosures.

The Company is still evaluating what, if any, impact the adoption of SFAS 167 will have on the Company’s consolidated financial statements.

8

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

June 30, 2009

(continued)

Receivables

Included in “Receivables” in the accompanying consolidated balance sheets at June 30, 2009 and September 30, 2008 were $770.6 million and $964.8 million, respectively, of unbilled receivables. Unbilled receivables represent reimbursable costs and amounts earned and reimbursable under contracts in progress as of the respective balance sheet dates. Such amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. Included in these unbilled receivables at June 30, 2009 and September 30, 2008 were contract retentions totaling $23.6 million and $35.0 million, respectively. Also included in receivables at June 30, 2009 and September 30, 2008 were allowances for doubtful accounts of $9.6 million and $10.1 million, respectively.

In accordance with industry practice, we include in receivables claims representing the recovery of costs incurred on contracts to the extent it is probable that such claims will result in additional contract revenue and the amount of such additional revenue can be reliably estimated. Such amounts totaled $51.4 million and $56.6 million at June 30, 2009 and September 30, 2008, respectively, of which $36.8 million and $38.1 million, respectively, relate to one claim on a waste incineration project performed in Europe. This matter is more fully described in Note 11 – Contractual Guarantees, Litigation, Investigations, and Insurance of Notes to Consolidated Financial Statements on page F-24 of our 2008 Form 10-K. Due to the timing of when the claim may be settled, the receivable is included in “Other Noncurrent Assets” in the accompanying consolidated balance sheets. The dispute involves proper waste feed, content of residues, final acceptance of the plant, and costs of operation and maintenance of the plant. We have initiated litigation against the client and are seeking damages in excess of €40.0 million (approximately $56.5 million at June 30, 2009), there can be no certainty as to the ultimate outcome of our claim. The client has filed a counterclaim against us, which we believe is without merit.

Amounts due from the United States federal government, net of advanced billings, totaled $273.2 million and $274.1 million at June 30, 2009 and September 30, 2008, respectively.

Property, Equipment and Improvements, Net

Property, Equipment and Improvements, Net in the accompanying consolidated balance sheets consisted of the following (in thousands):

	June 30, 2009			September 30, 2008
Land	$	11,570		$	11,103
Buildings		82,406			79,497
Equipment		412,756			406,424
Leasehold improvements		120,287			112,244
Construction in progress		16,758			21,772
		643,777			631,040
Accumulated depreciation and amortization		(400,346	)		(374,900	)
	$	243,431		$	256,140

9

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

June 30, 2009

(continued)

Revenue Accounting for Contracts / Accounting for Joint Ventures

In accounting for long-term engineering and construction-type contracts, we follow the provisions of the American Institute of Certified Public Accountants’ Statement of Position 81-1 – Accounting for Performance of Construction-Type and Certain Production-Type Contracts (“SOP 81-1”). In general, we recognize revenues at the time we provide services. Depending on the commercial terms of the contract, we recognize revenues either when costs are incurred, or using the percentage-of-completion method of accounting by relating contract costs incurred to date to the total estimated costs at completion. Contract losses are provided for in their entirety in the period they become known, without regard to the percentage-of-completion.

The nature of our business sometimes results in clients, subcontractors or vendors presenting claims to us for recovery of costs they incurred in excess of what they expected to incur, or for which they believe they are not contractually responsible. In those situations where a claim against us may result in additional costs to the contract, we include in the total estimated costs of the contract (and therefore, the estimated amount of margin to be earned under the contract) an estimate, based on all relevant facts and circumstances available, of the additional costs to be incurred. Similarly, and in the normal course of business, we may present claims to our clients for costs we have incurred for which we believe we are not contractually responsible. In those situations where we have presented such claims to our clients, we include in revenues the amount of costs incurred, without profit, to the extent it is probable that the claims will result in additional contract revenue, and the amount of such additional revenue can be reliably estimated. Costs associated with unapproved change orders are included in revenues using substantially the same criteria used for claims.

Certain cost-reimbursable contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Failure to meet these targets can result in unrealized incentive fees. We recognize incentive fees based on expected results using the percentage-of-completion method of accounting. As the contract progresses and more information becomes available, the estimate of the anticipated incentive fee that will be earned is revised as necessary. We bill incentive fees based on the terms and conditions of the individual contracts. In certain situations we are allowed to bill a portion of the incentive fees over the performance period of the contract. In other situations, we are allowed to bill incentive fees only after the target criterion has been achieved. Incentive fees which have been recognized but not billed are included in receivables in the accompanying Consolidated Balance Sheets.

Certain cost-reimbursable contracts with government customers as well as certain commercial clients provide that contract costs are subject to audit and adjustment. In this situation, revenues are recorded at the time services are performed based upon the amounts we expect to realize upon completion of the contracts. Revenues are not recognized for non-recoverable costs. In those situations where an audit indicates that we may have billed a client for costs not allowable under the terms of the contract, we estimate the amount of such nonbillable costs and adjust our revenues accordingly.

As is common to the industry, we execute certain contracts jointly with third parties through various forms of joint ventures and consortiums. In general, such contracts fall within the scope of SOP 81-1. We therefore account for these investments in accordance with SOP 81-1 and Emerging Issues Task Force Issue 00-01 – Investor Balance Sheet and Income Statement Display Under the Equity Method for Investments in Certain Partnerships and Other Ventures. Accordingly, for certain of these joint ventures (i.e., where we have an undivided

10

JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

June 30, 2009

(continued)

interest in the assets and liabilities of the joint venture), we recognize our proportionate share of joint venture revenues, costs, and operating profit in our Consolidated Statements of Earnings. For other investments in engineering and construction joint ventures, we use the equity method of accounting.

Very few of our joint ventures have employees. Although the joint ventures own and hold the contracts with the clients, the services required by the contracts are typically performed by us and our joint venture partners, or by other subcontractors under subcontracting agreements with the joint ventures. The assets of our joint ventures, therefore, consist almost entirely of cash and receivables (representing amounts due from the clients), and the liabilities of our joint ventures consist almost entirely of amounts due to the joint venture partners (for services provided by the partners to the joint ventures under their individual subcontracts) and other subcontractors. In general, at any given time, the equity of our joint ventures represents the undistributed profits earned on contracts the joint ventures hold with clients. None of our joint ventures have third-party debt or credit facilities. Our joint ventures, therefore, are simply mechanisms used to deliver engineering and construction services to clients. Rarely do they, in and of themselves, present any risk of loss to us or to our partners separate from those that we would carry if we were performing the contract on our own. Under accounting principles generally accepted in the United States, our share of losses associated with the contracts held by the joint ventures, if and when they occur, has always been reflected in our consolidated financial statements.

In accordance with the provisions of FASB Interpretation No. 46R—Consolidation of Variable Interest Entities (“FIN 46R”), we have analyzed our joint ventures and have classified them into two groups: (i) those variable interest entities (“VIEs”) of which we are the primary beneficiary of the VIEs’ expected residual returns or losses; and (ii) those VIEs of which we are not the primary beneficiary of the VIEs’ expected residual returns or losses. In accordance with FIN 46R, we apply the consolidation method of accounting for our investment in material VIEs of which we are the primary beneficiary.

At June 30, 2009, the total assets and liabilities of those VIEs for which we are the primary beneficiary were $63.1 million and $52.5 million, respectively. At June 30, 2009, the total assets and liabilities of those VIEs for which we are not the primary beneficiary were $403.1 million and $355.4 million, respectively.

When we are directly responsible for subcontractor labor or third-party materials and equipment, we reflect the costs of such items in both revenues and costs. The amount of such “pass-through” costs included in revenues during the three and nine months ended June 30, 2009 totaled $883.9 million and $3.2 billion, respectively. This compares to pass-through costs of $777.7 million and $2.2 billion for the three and nine months ended June 30, 2008, respectively. On those projects where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not reflected in either revenues or costs.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

June 30, 2009

(continued)

Disclosures About Pension Benefit Obligations

The components of net periodic benefit costs relating to our defined benefit pension plans are as follows (in thousands):

	Three Months Ended June 30,						Nine Months Ended June 30,
	2009			2008			2009			2008
Service cost	$	4,901		$	6,412		$	14,133		$	22,054
Interest cost		12,670			12,682			36,745			38,007
Expected return on plan assets		(11,386	)		(13,336	)		(33,071	)		(40,087	)
Amortization of prior unrecognized items		1,379			426			4,003			1,290
Net periodic benefit cost	$	7,564		$	6,184		$	21,810		$	21,264

During the nine months ended June 30, 2009, we made cash contributions of approximately $28.8 million to our plans, and we expect to make cash contributions of an additional $10.3 million during the remainder of fiscal 2009.

The change in pension liability included in the Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2009 and 2008 relates primarily to the effects of exchange rate changes.

Earnings Per Share

The following table reconciles the denominator used to compute basic earnings per share (“EPS”) to the denominator used to compute diluted EPS (in thousands):

	Three Months Ended June 30,		Nine Months Ended June 30,
	2009	2008	2009	2008
Weighted average shares outstanding (denominator used to compute basic EPS)	122,953	121,474	122,593	120,833
Effect of stock options and restricted stock	1,795	3,150	1,766	3,471
Denominator used to compute diluted EPS	124,748	124,624	124,359	124,304

For the three months ended June 30, 2009 and June 30, 2008 we issued 385,475 and 629,407 shares of common stock, respectively, from the exercise of stock options and the release of restricted stock. For the nine months ended June 30, 2009 and June 30, 2008 we issued 1,192,794 and 1,964,983 shares of common stock, respectively, from the exercise of stock options and the release of restricted stock.

For the three and nine months ended June 30, 2009 there were 2,276,113 and 2,959,263 non-qualified stock options, respectively, that were antidilutive and not included in the computation of diluted EPS.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

June 30, 2009

(continued)

Accounting for and Disclosure of Guarantees and Contingencies

Please refer to Note 10 — Commitments and Contingencies, and Derivative Financial Instruments of Notes to Consolidated Financial Statements beginning on page F-22 of our 2008 Form 10-K for a discussion of our various commitments and contingencies.

Please refer to Note 11 — Contractual Guarantees, Litigation, Investigations, and Insurance of Notes to Consolidated Financial Statements beginning on page F-24 of our 2008 Form 10-K for a discussion of the Company’s contractual guarantees and a description of the various types of litigation in which we’re involved.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition since the most recent fiscal year-end, and (ii) results of operations during the current fiscal quarter as compared to the corresponding periods of the preceding fiscal year. In order to better understand such changes, readers of this MD&A should also read:

• The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements (the most current discussion of our critical accounting policies appears on pages 34 through 36 of our 2008 Annual Report on Form 10-K (the “2008 Form 10-K”), and the most current discussion of our significant accounting policies appears on pages F-7 through F-13 of our 2008 Form 10-K);

• The Company’s fiscal 2008 audited consolidated financial statements and notes thereto included in its 2008 Form 10-K (beginning on page F-1 thereto); and

• Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2008 Form 10-K (beginning on page 33 thereto).

In addition to historical information, this MD&A may contain forward-looking statements that are not based on historical fact. When used herein, words such as “expects”, “anticipates”, “believes”, “seeks”, “estimates”, “plans”, “intends”, and similar words identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Although such statements are based on management’s current estimates and expectations, and currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. Some of the factors that could cause or contribute to such differences are listed and discussed in Item 1A – Risk Factors, included in our 2008 Form 10-K (beginning on page 18 thereto). Other matters that may affect our future performance relative to management’s current expectations are discussed in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2008 Form 10-K (beginning on page 33 thereto). The risk factors and other matters described therein and herein are not all-inclusive, and we undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors described in other documents we file from time to time with the United States Securities and Exchange Commission.

Results of Operations

The global recession continued to dampen our operating results for the third quarter of fiscal 2009 ended June 30, 2009, as the effects of project delays and past project cancellations contributed to a $14.4 million, or a 13.2%, decline in net earnings as compared to the second quarter of fiscal 2009 ended March 31, 2009. Although our backlog at June 30, 2009 totaled more than $15 billion and we generated more than $280 million of cash during the third quarter of fiscal 2009, we believe that the effects of the current economic downturn and resultant project delays may continue for the next few fiscal quarters.

While we can provide no assurance, we believe we are well-positioned to weather the current business environment. The Company has always maintained a very competitive cost posture as compared to our competition, as well as strong, long-term relationships with core clients such as the U.S. federal and other national governments, and large, multinational

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

corporations. We are also positioning ourselves to take advantage of whatever additional projects may become available as a result of the American Recovery and Reinvestment Act of 2009 (although the timing, size, and scope of any such new work cannot be presently predicted).

Net earnings for the third quarter of fiscal 2009 ended June 30, 2009 totaled $94.9 million compared to $108.7 million for the third quarter of fiscal 2008 ended June 30, 2008. Diluted earnings per share for the third quarter of fiscal 2009 totaled $0.76 compared to $0.87 for corresponding period last year.

Net earnings for the nine months ended June 30, 2009 totaled $320.5 million compared to $306.4 million for the first nine months of fiscal 2008 ended June 30, 2008. Diluted earnings per share for the nine months ended June 30, 2009 totaled $2.58 compared to $2.46 for corresponding period last year. Included in net earnings for the nine months ended June 30, 2008 was a one time-gain of $5.4 million, or $0.04 per diluted share, from the sale of the Company’s interest in a company that provides specialized operations and maintenance services.

Revenues for the third quarter of fiscal 2009 totaled $2.7 billion, and represent a decrease of $212.2 million, or 7.3%, as compared to the third quarter of fiscal 2008. For the nine months ended June 30, 2009, revenues totaled $8.9 billion, and represent an increase of $859.3 million, or 10.7%, as compared to the corresponding period last year.

As shown in tables below, revenues during the third quarter of fiscal 2009 for most of the types of services we provide were lower as compared to the prior year, as were revenues from most of the industry groups and markets we serve. We don’t believe that this decline in revenues is indicative of any particular trend with respect to either service type or industry group, but rather was due primarily to the routine completion and normal winding-down of projects combined with the continuing effects of delays in new projects being awarded and released to us as discussed above.

The following table sets forth our revenues by the various types of services we provide for the three and nine months ended June 30, 2009 and 2008 (in thousands):

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2009		2008		2009		2008
Project Services	$	1,123,924	$	1,338,379	$	3,601,584	$	3,799,955
Construction		1,092,002		1,093,502		3,760,033		2,883,374
Operations and Maintenance (“O&M”)		268,622		279,822		888,359		822,207
Process, Scientific and Systems Consulting		222,176		207,224		664,853		550,002
	$	2,706,724	$	2,918,927	$	8,914,829	$	8,055,538

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

The following table sets forth our revenues by the industry groups and markets in which our clients operate for the three and six months ended June 30, 2009 and 2008 (in thousands):

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2009		2008		2009		2008
Energy & Refining - Downstream	$	919,115	$	933,334	$	3,202,046	$	2,459,385
National Government Programs		609,958		469,901		1,796,175		1,361,614
Chemicals and Polymers		294,287		384,619		923,621		1,098,433
Oil & Gas - Upstream		173,982		307,810		734,687		860,009
Infrastructure		243,909		254,334		734,722		742,049
Pharmaceuticals and Biotechnology		203,947		263,978		658,786		726,956
Buildings		117,791		151,494		397,709		455,625
Industrial and Other		143,735		153,457		467,083		351,467
	$	2,706,724	$	2,918,927	$	8,914,829	$	8,055,538

Direct costs of contracts for the three months ended June 30, 2009 decreased $132.4 million, or 5.4%, to $2.3 billion as compared to the corresponding period last year. For the nine months ended June 30, 2009, direct costs of contracts increased $920.6 million, or 13.6%, to $7.7 billion as compared to the corresponding period last year. The level of direct costs of contracts may fluctuate between reporting periods due to a variety of factors including the amount of pass-through costs we incur during a period. On those projects where we are responsible for subcontract labor or third-party materials and equipment, we reflect the amounts of such items in both revenues and costs (and we refer to such costs as “pass-through costs”). On other projects, where the client elects to pay for such items directly and we have no associated responsibility for such items, these amounts are not considered pass-through costs and are, therefore, not reflected in either revenues or costs. To the extent that we incur a significant amount of pass-through costs in a period, our direct cost of contracts are likely to increase as well.

For the three and nine months ended June 30, 2009, pass-through costs increased $106.2 million and $1.1 billion, respectively, as compared to the corresponding periods last year. In general, pass-through costs are more significant on projects that have a higher content of field services activities. Pass-through costs are generally incurred at a specific point in the lifecycle of a project and are highly dependent on the needs of our individual clients and the nature of the clients’ projects. However, because we have hundreds of projects which start at various times within a fiscal year, the effect of pass-through costs on the level of direct costs of contracts can vary between fiscal years without there being a fundamental or significant change to the underlying business.

As a percentage of revenues, direct costs of contracts for the three and nine months ended June 30, 2009 was 86.3% and 86.4%, respectively. This compares to 84.5% and 84.2%, respectively, for the three and nine months ended June 30, 2008. The relationship between direct costs of contracts and revenues will fluctuate between reporting periods depending on a variety of factors including the mix of business during the reporting periods being compared as well as the level of margins earned from the various types of services provided. Generally speaking, the more procurement we do on behalf of our clients (i.e., where we purchase equipment and materials for use on projects, and/or procure subcontracts in connection with projects) and the more field services revenues we have relative to technical, professional services revenues, the higher the direct cost of contracts percentage will be. Because revenues from pass-through costs typically have lower margin rates associated with them, it is not unusual for us to experience an increase or decrease in such revenues without experiencing a corresponding increase or decrease in our gross margins and operating profit. The increase in

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

the direct cost of contracts percentage for the three and nine months ended June 30, 2009 as compared to the corresponding period last year was due primarily to higher construction services revenue, relative to project services, combined with the higher levels of pass-through costs discussed above. For the three and nine months ended June 30, 2009 the Company experienced reduced gross margins from our professional services activities when compared to the corresponding periods last year.

Selling, general and administrative (“SG&A”) expenses for the three and nine months ended June 30, 2009 decreased $57.6 million, or 20.%, and $95.5 million, or 11.8%, respectively, as compared to the corresponding periods last year. These decreases were due primarily to the Company’s efforts to control SG&A expenses in light of the softening business environment. In addition, our SG&A expenses typically fluctuate as a result of changes in head count and the spending required to support our technical professional services revenues, which typically require additional overhead costs. Therefore, when our technical professional services revenues increase or decrease, we typically see a corresponding change in SG&A expenses. Also contributing to the decrease in SG&A expenses for the three and nine months ended June 30, 2009 were the effects of a strengthening U.S. dollar against those foreign currencies in which the Company has operations.

Miscellaneous expense, net for the nine months ended June 30, 2009 was $4.8 million compared to miscellaneous income, net of $6.0 million for the corresponding period last year. Included in miscellaneous income for the nine months ended June 30, 2008 was a $10.6 million gain from the sale, in the first quarter of fiscal 2008, of the Company’s interest in a company that provides specialized operations and maintenance services.

Backlog Information

We include in backlog the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts that have been awarded to us. Because of the nature, size, expected duration, funding commitments, and the scope of services required by our contracts, the timing of when backlog will be recognized as revenues can vary greatly between individual contracts. Our policy with respect to O&M contracts, however, is to include in backlog the amount of revenues we expect to receive for one succeeding year, regardless of the remaining life of the contract. For national government programs (other than national government O&M contracts), our policy is to include in backlog the full contract award, whether funded or unfunded, and exclude option periods.

In accordance with industry practice, substantially all of our contracts are subject to cancellation or termination at the option of the client. In a situation where a client terminates a contract, we typically are entitled to receive payment for work performed up to the date of termination and, in certain instances, we may be entitled to allowable termination and cancellation costs. While management uses all information available to it to determine backlog, our backlog at any given time is subject to changes in the scope of services to be provided as well as increases or decreases in costs relating to the contracts included therein.

Because certain contracts (for example, contracts relating to large engineering, procurement, and construction projects as well as national government programs) can cause large increases to backlog in the fiscal period in which we recognize the award, and because many of our contracts require us to provide services that span over a number of fiscal quarters (and sometimes over fiscal years), we evaluate our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

The following table summarizes our backlog at June 30, 2009 and 2008 (in millions):

	2009		2008
Technical professional services	$	8,390.2	$	7,991.1
Field services		7,413.5		10,291.6
Total	$	15,803.7	$	18,282.7

Our backlog decreased $2.5 billion, or 13.6%, to $15.8 billion at June 30, 2009 from $18.3 billion at June 30, 2008. However, backlog at June 30, 2008 included $2.4 billion relating to an upstream oil and gas project, of which $2.3 billion was in field services substantially in the form of “pass-thru” revenues, that was cancelled during the fourth quarter of fiscal 2008. In addition, during the third quarter of fiscal 2009 ended June 30, 2009, approximately $665 million was removed from backlog as a result of project cancellations ($300 million) and a shift of pass-through costs to the owners’ responsibility ($365 million). Backlog at June 30, 2009 includes new awards from clients operating in many of the industry groups and markets we serve, and in particular national government programs and oil & gas-upstream.

Liquidity and Capital Resources

At June 30, 2009, our principal source of liquidity consisted of $1.1 billion of cash and cash equivalents, and $276.7 million of available borrowing capacity under our $290.0 million, long-term, unsecured revolving credit facility. We finance as much of our operations and growth as possible through cash generated by our operations.

During the first nine months of fiscal 2009, our cash and cash equivalents increased by $455.0 million to $1.1 billion at June 30, 2009. This compares to a net decrease in cash and cash equivalents of $77.1 million, to $536.2 million, during the corresponding period last year. During the nine months ended June 30, 2009, we experienced net cash inflows of $481.2 million from operating activities, $27.2 million from financing activities and $1.0 million from the effects of exchange rate changes. These inflows were offset in part by net cash outflows of $54.3 million from investing activities.

Our operations provided net cash of $481.2 million during the nine months ended June 30, 2009. This compares to net cash inflows of $173.4 million for the corresponding period last year. The $307.7 million increase in cash provided by operations for the nine months ended June 30, 2009 as compared to the corresponding period last year was due primarily to the following factors:

• a $242.8 million increase relating to changes in our working capital accounts (discussed below);

• a $45.6 million increase relating to higher stock based compensation (including the related excess tax benefits);

• a $14.2 million increase in net earnings;

• a $3.7 million increase in depreciation and amortization of property, equipment and improvements; and,

• a $9.4 million change relating to sales of investments and other assets (the cash flows from which are reclassified to the investing section within our Consolidated Statements of Cash Flows).

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

These increases in cash flows from operations were offset in part by the following:

• a $6.9 million change in deferred income taxes; and,

• a $0.6 million decrease in the amortization of intangible assets.

With respect to the $242.8 million increase in cash flows relating to changes in our working capital accounts, there was no unusual activity occurring in these accounts during the nine months ended June 30, 2009.

Because such a high percentage of our revenues are earned on cost-plus type contracts, and due to the significance of revenues relating to pass-through costs, most of the costs we incur are included in invoices we send to clients. Although we continually monitor our accounts receivable, we manage the operating cash flows of the Company by managing the working capital accounts in total, rather than by the individual elements. The primary elements of the Company’s working capital accounts are accounts receivable, accounts payable, and billings in excess of cost. Accounts payable consists of obligations to third parties relating primarily to costs incurred for projects which are generally billable to clients. Accounts receivable consist of billings to our clients — a substantial portion of which is for project-related costs. Billings in excess of cost consist of billings to and payments from our clients for costs yet to be incurred.

This relationship between revenues and costs, and between receivables and payables is unique for our industry, and facilitates review at the total working capital level. The $242.8 million increase in cash flows relating to changes in our working capital accounts was due simply to the timing of cash receipts and payments within our working capital accounts and is not indicative of any known trend or fundamental change to the underlying business.

We used $54.3 million of cash and cash equivalents for investing activities during the nine months ended June 30, 2009 compared to $320.6 million during the corresponding period last year. The $266.2 million decrease in cash used for investing activities for the nine months ended June 30, 2009 as compared to the corresponding period last year was due primarily to a $235.3 million decrease in cash used for acquisitions of businesses (net of cash acquired), a $36.8 million change in other noncurrent assets, and a $41.7 million decrease in cash used to purchase property and equipment (net of disposals). These activities were offset in part by a $47.6 million change in investments, net (included in this change is $14.1 million of cash received in connection with the sale of our interest in a company that provides specialized operations and maintenance services during the first quarter of the previous fiscal year).

During the three months ended June 30, 2009, we purchased a one-third share in AWE Management Limited (“AWE”) from British Nuclear Group Limited. AWE, a company founded in 2000, is a joint venture between Jacobs, Lockheed Martin UK Holdings Ltd and Serco Holdings Limited to manage the Atomic Weapons Establishment on behalf of the U.K. Ministry of Defence. An additional payment will be made to the seller pending resolution of various contingencies. This additional amount is not presently estimatable.

Our financing activities resulted in net cash inflows of $27.2 million during the nine months ended June 30, 2009. This compares to net cash inflows of $61.6 million during the corresponding period last year. The $34.4 million net decrease in cash flows from financing activities during the nine months ended June 30, 2009 as compared to the corresponding period last year was due primarily to a $44.6 million decrease in cash flows attributable to issuances of common stock (including the related excess tax benefits), and a $32.0 million change in cash flows relating to our long-term borrowing activities. These decreases in cash flows were offset in part by a $37.8 million net increase in cash flows relating to our short-term borrowing activities and a $4.4 million change relating to our other, long-term deferred liabilities.

We believe we have adequate liquidity and capital resources to fund our operations, support our acquisition strategy, and service our debt for the next twelve months. We had

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

$1.1 billion in cash and cash equivalents at June 30, 2009, compared to $604.4 million at September 30, 2008. Our consolidated working capital position at June 30, 2009 was $1.5 billion, an increase of $293.5 million from September 30, 2008. We have a long-term, unsecured, revolving credit facility providing up to $290.0 million of debt capacity, under which $13.3 million was utilized at June 30, 2009 in the form of direct borrowings. While our access to capital has not been severely affected by the credit crisis currently impacting global markets, we believe the full effect of the crisis may increase our borrowing costs in the future. We believe that the capacity, terms and conditions of our long-term revolving credit facility, combined with other committed and uncommitted facilities we have in place, are adequate for our working capital and general business requirements.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not enter into derivative financial instruments for trading, speculation or other purposes that would expose us to market risk. As more fully discussed below and in Item 1A—Risk Factors of our 2008 Form 10-K (beginning on page 18 thereto), our results of operations are exposed to risks associated with fluctuations in interest rates and currency exchange rates.

Interest Rate Risk

Our only committed source for long-term credit is a $290.0 million, long-term, unsecured revolving credit facility. The total amount outstanding under this facility at June 30, 2009 was $13.3 million. This agreement expires in May 2012, and provides for both fixed-rate and variable-rate borrowings. Our objectives in managing our interest rate risk are to limit the impact of interest rate changes on earnings and cash flows, and to lower our overall borrowing costs.

In connection with the lease of one of our offices in Houston, Texas, we entered into a floating-to-fixed interest rate swap agreement with a large U.S. bank which fixes the amount of our lease payments. At June 30, 2009 the notional amount of this hedge was $52.2 million. This instrument allows us to receive a floating rate payment tied to the 1-month LIBOR from the counterparty in exchange for a fixed-rate payment from us. We have determined that this contract qualifies as an effective hedge under the provisions of Statement of Financial Accounting Standards No. 133 — Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”).

Foreign Currency Risk

In situations where our operations incur contract costs in currencies other than their functional currency, we attempt to have a portion of the related contract revenues denominated in the same currencies as the costs. In those situations where revenues and costs are transacted in different currencies, we sometimes enter into foreign exchange contracts in order to limit our exposure to fluctuating foreign currencies. We follow the provisions of SFAS 133 in accounting for our derivative contracts. The Company does not currently have exchange rate sensitive instruments that would have a material effect on our consolidated financial statements or results of operations.

Item 4. Controls and Procedures.

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures (as defined by Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2009.

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

In the normal course of business, we are subject to certain contractual guarantees and litigation. The guarantees to which we are a party generally relate to project schedules and plant performance. Most of the litigation involves us as a defendant in workers’ compensation; personal injury; environmental; employment/labor; professional liability; and other similar lawsuits.

We maintain insurance coverage for various aspects of our business and operations. We have elected, however, to retain a portion of losses that occur through the use of various deductibles, limits, and retentions under our insurance programs. This situation may subject us to some future liability for which we are only partially insured, or completely uninsured. We intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of our contracts.

Additionally, as a contractor providing services to agencies of the United States federal government, we are subject to many levels of audits, investigations and claims by, or on behalf of, the U.S. federal government with respect to our contract performance, pricing, costs, cost allocations, and procurement practices. Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the United States as well as by various government agencies representing jurisdictions outside the United States.

In accordance with Statement of Financial Accounting Standards No. 5 – Accounting for Contingencies and FASB Interpretation No. 48 – Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109, we record in our Consolidated Balance Sheets amounts representing our estimated liability relating to such claims, guarantees, litigation, and audits and investigations. We include any adjustments to such reserves in our consolidated results of operations.

Management believes, after consultation with counsel, that such guarantees, litigation, United States Government contract-related audits, investigations and claims, and income tax audits and investigations should not have any material adverse effect on our consolidated financial statements.

In addition to the matters described above, we are involved in a dispute with a client relating to a large waste incineration project in Europe. The contract was entered into by one of our subsidiaries several years ago prior to our acquisition of that subsidiary. The dispute involves proper waste feed; content of residues; final acceptance of the plant; and costs of operation and maintenance of the plant. We have initiated litigation against the client and are seeking in excess of €40.0 million (approximately $56.5 million) in damages. The client has filed a counterclaim against us, which we believe is without merit. We believe our claims are valid and enforceable and that we will be ultimately successful in obtaining a favorable judgment.

On August 1, 2007 the I-35W bridge in Minneapolis, Minnesota suffered a tragic collapse. The bridge was designed and built in the early 1960’s. Sverdrup & Parcel and Associates, Inc. (“Sverdrup & Parcel”) provided design services to the Minnesota Department of Transportation (“MnDOT”) on the bridge. Sverdrup & Parcel was a predecessor company to Sverdrup Corporation, a company acquired by Jacobs in 1999. Several lawsuits have been filed against a consultant who had been providing engineering analyses of the bridge prior to its collapse,

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

and against a contractor who was providing maintenance and construction work on the bridge at the time of its collapse. No lawsuits have been filed directly against the Company by any of the primary plaintiffs. The consultant and the contractor have filed suit against the Company claiming that the Company was liable for negligent design services by Sverdrup & Parcel, and against MnDOT claiming that MnDOT had an obligation to inspect, maintain and repair the Bridge and that it failed to do so. The Company has filed motions to dismiss all of the claims made against it by the consultant and the contractor. MnDOT has filed a suit against the Company claiming that it is entitled to be indemnified for any and all amounts that it pays out under its Victims Compensation Fund. The Company has filed a motion to dismiss MnDOT’s claim. The Company does not expect this matter to have any material adverse effect on its consolidated financial statements.

Item 1A. Risk Factors.

Please refer to Item 1A – Risk Factors on pages 18 through 28 of our 2008 Form 10-K, which is incorporated herein by reference. There have been no material changes from those risk factors previously disclosed in our 2008 Form 10-K.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

Item 6. Exhibits

(a) Exhibits

10.1 #	Form of Jacobs Engineering Group Inc. Nonqualified Stock Option Agreement.
10.2 #	Forms of Jacobs Engineering Group Inc. Restricted Stock Agreements.
10.3 #	Executive Security Program of Jacobs Engineering Group Inc.
10.4 #	Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated December 23, 2008
10.5 #	Amendment to the Executive Security Program of Jacobs Engineering Group Inc., dated May 31, 2009
10.6 #	The Jacobs Engineering Group Inc. Global Employee Stock Purchase Plan, as amended and restated.
10.7 #	Jacobs Engineering Group Inc. 1995 Executive Deferral Plan.
31.1 —	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 —	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 —	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 —	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

# Management contract or compensatory plan or arrangement.

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JACOBS ENGINEERING GROUP INC. AND SUBSIDIARIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JACOBS ENGINEERING GROUP INC.

By: /s/ John W. Prosser, Jr.

John W. Prosser, Jr.

Executive Vice President

Finance and Administration

and Treasurer

(Principal Financial Officer)

Date: July 29, 2009

25

EX-10.1

Exhibit 10.1

JACOBS ENGINEERING GROUP INC.

NONQUALIFIED STOCK OPTION AGREEMENT

(1999 Stock Incentive Plan)

This Agreement is executed on                     , 2009, by and between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the “Company”), and                      (“Optionee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement, to the extent they are defined in the Plan, have the same meaning as set-forth in the Plan.

1. Stock Option

(a) The Company hereby grants to Optionee the option (the “Option”) to purchase up to              shares of Jacobs Common Stock at a purchase price of $             per share, to be issued upon the exercise thereof in cumulative annual installments as follows:

(i) An installment of 25% of the Option shall become exercisable one year following the date upon which this Option is granted (the “Grant Date”), with additional installments of 25% becoming exercisable on each anniversary of the Grant Date so that the Option is fully exercisable at the end of four (4) years from the Grant Date.

(ii) No Option may be exercised in whole or in part prior to the one-year anniversary of the Grant Date.

(iii) No Option may be exercised in whole or in part after the expiration of ten years from the Grant Date.

(b) Schedule A to the Plan establishes the effects on an outstanding Option of the Optionee’s termination of employment, other changes of employment or employer status, death, Disability, Retirement, or a Change in Control, and is hereby incorporated by reference. Notwithstanding the provisions of Schedule A to the Plan, the provisions of Paragraph 3, below, shall apply to this Option.

2. Exercise of Option

(a) Each installment of this Option as set forth above may be exercised, in whole or in part, in one or more exercises, during the time periods stated above. This Option, or any exercisable portion thereof, may be exercised solely by delivery to the Company of all of the following prior to the time when this Option or exercisable portion thereof, becomes unexercisable under Paragraph 1:

(i) Notice in writing signed by Optionee or another person then entitled to exercise this Option or portion, stating that this Option or portion is being exercised; and

(ii) Payment of the full purchase price of the Option. The purchase price may be paid in cash or, at the discretion of the Committee, by the delivery or constructive exchange of shares of Jacobs Common Stock that have been owned by the Optionee for at least six months prior to the exercise, or a combination of cash and such shares having a total value equal to the option exercise price. Any shares so exchanged or assigned shall be valued at their Fair Market Value, as defined in the Plan.

(iii) If this Option, or any exercisable portion of this Option, is being exercised

pursuant to Paragraph 4 hereof by any person or persons other than the Optionee, then proof, reasonably satisfactory to the Company, of the authority of such person or persons to exercise this Option or portion.

(b) In no event may this Option be exercised in such a manner as to require the Company to issue fractional shares.

3. Effect of Engaging in Detrimental Activity

(a) For purposes of this Paragraph 3, “Detrimental Activity” means activity that is determined by the Committee, in its sole and absolute discretion, to be detrimental to the interests of the Company or any of its Related Companies, including but not limited to situations where Optionee: (1) divulges trade secrets of the Company or any Related Company, proprietary data or other confidential information relating to the Company or any Related Company or to the business of the Company or any Related Company, (2) enters into employment with a competitor of the Company or any Related Company under circumstances suggesting that Optionee will be using unique or special knowledge gained as an employee of the Company or any Related Company to compete with the Company or any Related Company, (3) is convicted by a court of competent jurisdiction of any felony or of a crime involving moral turpitude, (4) uses information obtained during the course of his or her employment by the Company or any Related Company for his or her own purposes, such as for the solicitation of business or the employees of the Company or any Related Company, (5) is determined to have engaged (whether or not prior to termination due to Retirement) in either gross misconduct or criminal activity harmful to the Company or any Related Company, or (6) takes any action that harms the business interests, reputation, or goodwill of the Company and/or any of its subsidiaries or Related Companies.

(b) If the Optionee’s employment is terminated in a manner that results in the Optionee retaining an interest in the options granted hereunder beyond the date of termination, and if an allegation of Detrimental Activity by Optionee is made to the Committee, then the Committee may suspend the exercisability of this Option for up to two months from its receipt of such allegation to permit an investigation of the allegation.

(c) If the Committee, in its sole discretion, determines that the Optionee has engaged in Detrimental Activity, then all unexercised options granted hereunder shall expire forthwith.

4. Withholding Taxes

The payment of withholding taxes, if any, due upon the exercise of the Option granted by this Agreement may be satisfied by instructing the Company to withhold from the shares of Jacobs Common Stock that would otherwise be issued and delivered to the Optionee upon exercise that number of shares, or a combination of cash and shares so withheld, having a total value equal to the amount of income and withholding taxes due as determined by the Company. Any option shares so withheld shall be valued at their Fair Market Value, as defined in the Plan. Under no circumstances can the Company be required to withhold from the shares of Jacobs Common Stock that would otherwise be issued and delivered to the Optionee upon exercise a number of shares having a total value that exceeds the amount of withholding taxes due as determined by the Company at the time of exercise. Optionee acknowledges and agrees that the Company may delay any exercise of the options granted hereunder until the Optionee has made arrangements satisfactory to the Company to satisfy any tax withholding obligations of the Optionee.

5. Transferability of Options

The rights of the Optionee under this Agreement shall not be assignable or transferable except by will or by the laws of descent and distribution. The rights of the Optionee under this Agreement shall not be assignable or transferable pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. During the lifetime of Optionee, this option shall be exercisable only by Optionee or, in the case of his or her Disability, by his personal representative.

After the death of Optionee, any exercisable portion of this Option may, prior to the time when such portion becomes unexercisable under the provisions of Paragraph 1(b), above, be exercised by the Optionee’s personal representative or by any person empowered to do so under court order, by will or the laws of descent and distribution (such personal representative or other person empowered to act under court order is hereinafter referred to as a “Third Party”). The Optionee acknowledges and agrees that the Company may delay any exercise of the options granted hereunder until it has received satisfactory proof of the Third Party’s right to exercise the options.

6. No Extensions Beyond Original Expiration Date

Notwithstanding any suspension of an Option pursuant to Paragraph 3, or any delay in the exercise of an Option pursuant to Paragraph 4 or 5, no Option may be exercised after the expiration date set forth in Paragraph 1(a).

7. Certain Conditions To Issue Of Shares

No shares may be issued upon the exercise of this Option if, in the opinion of counsel for the Company, all then applicable requirements of the Securities and Exchange Commission and any other regulatory agencies having jurisdiction and of any stock exchange upon which the shares of the Company may be listed are not fully met, and, as a condition of Optionee’s exercise of this Option, Optionee shall take all such action as counsel may advise is necessary for Optionee to take to meet such requirements.

8. Employment

The rights granted to Optionee under this Agreement are conditioned upon the agreement of Optionee to continue in the employ of the Company or of a Related Company for a period of at least one year after the date of this Agreement, and Optionee hereby so agrees and further agrees to render his services for such period for such reasonable compensation as the Company may determine.

9. Miscellaneous Provisions

This Agreement is governed in all respects by the Plan, except as provided by the Plan, and applicable law. In the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall prevail. Optionee shall have no rights as a shareholder with respect to shares covered by this Agreement until the issuance of such shares. The Company shall not be obligated to make any adjustment for dividends or other rights for which the record date is prior to the date the shares are issued under this Agreement. This Agreement shall impose no obligation upon Optionee to exercise this Option. Neither the grant nor award of an Incentive Award under the Plan constitutes an agreement of employment between the Employee and the Company or a Related Company. The receipt of an Incentive Award does not constitute a right acquired by the recipient to any other form of compensation, or to any future benefit or compensation, or to participate in any other benefit plan or program sponsored by the Company or Related Company, or to receive additional Incentive Awards under the Plan in the future. This Agreement shall impose no obligation on the Company or any Related Company to employ Optionee for any period. This Agreement shall be construed, administered and enforced according to the laws of the State of California.

10. Code Section 409A

It is intended that the Option granted pursuant to this Agreement shall not constitute a “deferral of compensation” within the meaning of Section 409A of the Code and, as a result, shall not be subject to the requirements of Section 409A. The Agreement is to be interpreted in a manner consistent with this intention. Notwithstanding any other provision in this Agreement, the Agreement may not be modified in a manner that would cause the Option to become subject to Section 409A of the Code.

11. Certain Conditions To Issue Of Shares

By signing below, Optionee (1) agrees to the terms and conditions of this Agreement, and (2) confirms receipt of a copy of the Plan and all amendments and supplements thereto.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

	JACOBS ENGINEERING GROUP INC.
BY:
TITLE:	Craig L. Martin, President & CEO
DATE:
	EMPLOYEE
DATE:

EX-10.2

Exhibit 10.2

JACOBS ENGINEERING GROUP INC.

RESTRICTED STOCK AGREEMENT

(Awarded Pursuant to the 1999 Stock Incentive Plan)

This Agreement is executed as of                     , 2009 by and between Jacobs Engineering Group Inc. (the “Company”) and                      (“Employee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement, to the extent they are defined in the Plan, have the same meaning as set forth in the Plan.

1. Restricted Stock

Pursuant to the Plan, and in consideration for services rendered to the Company or to a Related Company, or for its benefit, the Company hereby issues, as of the above date (the “Award Date”) to Employee              shares of common stock of the Company (the “Restricted Stock”).

2. Restrictions on Transfer

(a) The Restricted Stock issued hereby shall be subject to the restrictions on transfer and obligation to surrender the Restricted Stock to the Company as set forth in the Agreement (referred to as the “Forfeiture Restrictions”). The provisions of Section 13 of the Plan relating to the restrictions on transfers of Restricted Stock, including all amendments, revisions and modifications thereto as may hereafter be adopted, are hereby incorporated in this Agreement as if set forth in full herein. Unless and until the Forfeiture Restrictions have lapsed, the Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of and is not assignable or transferable by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

(b) In the event Employee ceases to be an employee of the Company for any reason including death and the Employee becoming Disabled (unless the Committee in its sole discretion terminates the Forfeiture Restrictions following the death or Disability of the Employee), Employee shall, for no consideration, forfeit and surrender to the Company the Restricted Stock that is subject to the Forfeiture Restrictions on the date of termination.

(c) Subject to the following sentence, the Forfeiture Restrictions with respect to 20% of the Restricted Stock shall lapse and be of no further force and effect upon the expiration of one (1) year from the Award Date, with the Forfeiture Restrictions lapsing with respect to additional installments of 20% of the Restricted Stock on the successive one-year anniversaries of the Award Date so that the Forfeiture Restrictions with respect to all of the Restricted Stock have lapsed and are of no further effect upon the expiration of five (5) years from the Award Date. In the event the foregoing formula would otherwise result in the lapse of the Forfeiture Restrictions with respect to a fractional amount of Restricted Stock (each, a “Fractional Amount”), the Forfeiture Restrictions with respect to any such Fractional Amount shall lapse upon the date(s) determined by the Company.

(d) Employee has no rights, partial or otherwise in the Restricted Stock unless and until the Forfeiture Restrictions have lapsed.

3. Legend

Jacobs Engineering Group Inc.

Restricted Stock Agreement (1999 Stock Incentive Plan)

Page 2

The certificates evidencing the Restricted Stock to Employee hereunder shall contain the following legend:

“THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OBLIGATION OF THE HOLDER OF THIS CERTIFICATE TO FORFEIT AND SURRENDER THE SHARES EVIDENCED BY THIS CERTIFICATE TO THE COMPANY UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THIS CERTIFICATE, A COPY OF WHICH MAY BE OBTAINED FROM THE HOLDER OR AT THE PRINCIPAL OFFICE OF THE COMPANY.”

In addition, the Company may place such additional legends on such certificates as may be required by law and may place a stop transfer order on such certificates on the records of the transfer agent for the shares of the Company.

4. Escrow

In order to enforce the Forfeiture Restrictions, the Company shall retain possession of the certificates evidencing the Restricted Stock so long as the Forfeiture Restrictions are in effect. When the Forfeiture Restrictions shall have expired as to any of the Restricted Stock, the Company will deliver the certificates for such shares to Employee.

5. Payment of Withholding Taxes

The payment of withholding taxes, if any, due upon the lapsing of the Forfeiture Restrictions may be satisfied by instructing the Company to withhold from the shares of Jacobs Common Stock as to which the Restrictions have lapsed that number of shares having a total value equal to the amount of income and withholding taxes due as determined by the Company. Any shares so withheld shall be valued at their Fair Market Value. Under no circumstances can the Company be required to withhold from the shares of Jacobs Common Stock that would otherwise be delivered to the Employee upon the lapsing of the Forfeiture Restrictions a number of shares having a total value that exceeds the amount of withholding taxes due as determined by the Company at the time the Forfeiture Restrictions lapse. Employee acknowledges and agrees that except as provided in Paragraph 10, the Company may delay the delivery of shares of Jacobs Common Stock that would otherwise be delivered to the Employee upon the lapsing of the Forfeiture Restrictions until the Employee has made arrangements satisfactory to the Company to satisfy the tax withholding obligations of the Employee.

6. Effect of Change in Control

Should the Employee’s employment with the Company or Related Company be terminated for any reason within thirty-six (36) months following a Change in Control, then all remaining Forfeiture Restrictions, if any, shall be deemed to have lapsed.

7. Dividends and Voting Rights

Employee shall have the right to vote the Restricted Stock and to receive cash dividends thereon unless and until Employee forfeits any or all of such shares to the Company pursuant to the provisions of this Agreement. Any shares issued pursuant to a stock split or stock dividend with respect to the Restricted Stock shall be retained by the Company so long as the Forfeiture Restrictions are in effect and shall be subject to such Forfeiture Restrictions but shall be considered to have been issued on the Award Date.

Jacobs Engineering Group Inc.

Restricted Stock Agreement (1999 Stock Incentive Plan)

Page 3

8. Employment

Employee shall not be deemed to have ceased to be employed by the Company (or any Related Company) for purposes of this Agreement by reason of Employee’s transfer to a Related Company (or to the Company or to another Related Company).

The Committee may determine that, for purposes of this Agreement, Employee shall be considered as still in the employ of the Company or of the Related Company while on leave of absence. In the event Employee is permitted a leave of absence during the term of this Agreement, the Committee may, in its sole and absolute discretion, extend the time periods during which the Restricted Stock is subject to the Forfeiture Restrictions as set forth in Paragraph 2, above, to include the period of time Employee is on the leave of absence.

9. Miscellaneous Provisions

This Agreement is governed in all respects by the Plan and applicable law. In the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall prevail. All terms defined in the Plan are used in this Agreement (whether or not capitalized) as so defined. Subject to the limitations of the Plan, the Company may, with the written consent of Employee, amend this Agreement. Neither the grant nor award of an Incentive Award under the Plan constitutes an agreement of employment between the Employee and the Company or a Related Company. The receipt of an Incentive Award does not constitute a right acquired by the recipient to any other form of compensation, or to any future benefit or compensation, or to participate in any other benefit plan or program sponsored by the Company or Related Company, or to receive additional Incentive Awards under the Plan in the future. This Agreement shall impose no obligation on the Company or any of its Related Companies to employ Employee for any period. This Agreement shall be construed, administered and enforced according to the laws of the State of California.

10. Code Section 409A

It is intended that the award of Restricted Stock pursuant to this Agreement shall not constitute a “deferral of compensation” within the meaning of Section 409A of the Code and, as a result, shall not be subject to the requirements of Section 409A. The Agreement is to be interpreted in a manner consistent with this intention. Notwithstanding any other provision in this Agreement, the Agreement may not be modified in a manner that would cause the award of Restricted Stock to become subject to Section 409A of the Code.

11. Agreement of Employee

By signing below, Employee: (1) agrees to the terms and conditions of this Agreement; (2) confirms receipt of a copy of the Plan and all amendments and supplements thereto; and (3) appoints the Secretary of the Company and each Assistant Secretary of the Company as Employee’s true and lawful attorney-in-fact, with full power of substitution in the premises, granting to each full power and authority to do and perform any and every act whatsoever requisite, necessary, or proper to be done, on behalf of Employee which, in the opinion of such attorney-in-fact, is necessary to effect the forfeiture of the Restricted Stock to the Company, or the delivery of the Jacobs Common Stock to Employee, in accordance with the terms and conditions of this Agreement.

Jacobs Engineering Group Inc.

Restricted Stock Agreement (1999 Stock Incentive Plan)

Page 4

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

	JACOBS ENGINEERING GROUP INC.
BY:
TITLE:	Craig L. Martin, President & CEO
DATE:
	EMPLOYEE
DATE:

JACOBS ENGINEERING GROUP INC.

RESTRICTED STOCK AGREEMENT

(Awarded Pursuant to the 1999 Stock Incentive Plan)

This Agreement is executed as of                     , 2009 by and between Jacobs Engineering Group Inc. (the “Company”) and                      (“Employee”) pursuant to the Jacobs Engineering Group Inc. 1999 Stock Incentive Plan (the “Plan”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement, to the extent they are defined in the Plan, have the same meaning as set forth in the Plan.

1. Restricted Stock

Pursuant to the Plan, and in consideration for services rendered to the Company or to a Related Company, or for its benefit, the Company hereby issues, as of the above date (the “Award Date”) to Employee                      shares of common stock of the Company (the “Restricted Stock”).

2. Restrictions on Transfer

(a) The Restricted Stock issued hereby shall be subject to the restrictions on transfer and obligation to surrender the Restricted Stock to the Company as set forth in the Agreement (referred to as the “Forfeiture Restrictions”). The provisions of Section 13 of the Plan relating to the restrictions on transfers of Restricted Stock, including all amendments, revisions and modifications thereto as may hereafter be adopted, are hereby incorporated in this Agreement as if set forth in full herein. Unless and until the Forfeiture Restrictions have lapsed, the Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of and is not assignable or transferable by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

(b) In the event Employee ceases to be an employee of the Company for any reason including death and the Employee becoming Disabled (unless the Committee in its sole discretion terminates the Forfeiture Restrictions following the death or Disability of the Employee), Employee shall, for no consideration, forfeit and surrender to the Company the Restricted Stock that is subject to the Forfeiture Restrictions on the date of termination.

(c) The Forfeiture Restrictions shall lapse and be of no further force and effect upon the expiration of five (5) years from the Award Date.

(d) Employee has no rights, partial or otherwise in the Restricted Stock unless and until the Forfeiture Restrictions have lapsed.

3. Legend

The certificates evidencing the Restricted Stock to Employee hereunder shall contain the following legend:

Jacobs Engineering Group Inc.

Restricted Stock Agreement (1999 Stock Incentive Plan)

Page 2

“THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND THE OBLIGATION OF THE HOLDER OF THIS CERTIFICATE TO FORFEIT AND SURRENDER THE SHARES EVIDENCED BY THIS CERTIFICATE TO THE COMPANY UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THIS CERTIFICATE, A COPY OF WHICH MAY BE OBTAINED FROM THE HOLDER OR AT THE PRINCIPAL OFFICE OF THE COMPANY.”

In addition, the Company may place such additional legends on such certificates as may be required by law and may place a stop transfer order on such certificates on the records of the transfer agent for the shares of the Company.

4. Escrow

In order to enforce the Forfeiture Restrictions, the Company shall retain possession of the certificates evidencing the Restricted Stock so long as the Forfeiture Restrictions are in effect. When the Forfeiture Restrictions shall have expired as to any of the Restricted Stock, the Company will deliver the certificates for such shares to Employee.

5. Payment of Withholding Taxes

The payment of withholding taxes, if any, due upon the lapsing of the Forfeiture Restrictions may be satisfied by instructing the Company to withhold from the shares of Jacobs Common Stock as to which the Restrictions have lapsed that number of shares having a total value equal to the amount of income and withholding taxes due as determined by the Company. Any shares so withheld shall be valued at their Fair Market Value. Under no circumstances can the Company be required to withhold from the shares of Jacobs Common Stock that would otherwise be delivered to the Employee upon the lapsing of the Forfeiture Restrictions a number of shares having a total value that exceeds the amount of withholding taxes due as determined by the Company at the time the Forfeiture Restrictions lapse. Employee acknowledges and agrees that except as provided in Paragraph 10, the Company may delay the delivery of shares of Jacobs Common Stock that would otherwise be delivered to the Employee upon the lapsing of the Forfeiture Restrictions until the Employee has made arrangements satisfactory to the Company to satisfy the tax withholding obligations of the Employee.

6. Effect of Change in Control

Should the Employee’s employment with the Company or Related Company be terminated for any reason within thirty-six (36) months following a Change in Control, then all remaining Forfeiture Restrictions, if any, shall be deemed to have lapsed.

Jacobs Engineering Group Inc.

Restricted Stock Agreement (1999 Stock Incentive Plan)

Page 3

7. Dividends and Voting Rights

Employee shall have the right to vote the Restricted Stock and to receive cash dividends thereon unless and until Employee forfeits any or all of such shares to the Company pursuant to the provisions of this Agreement. Any shares issued pursuant to a stock split or stock dividend with respect to the Restricted Stock shall be retained by the Company so long as the Forfeiture Restrictions are in effect and shall be subject to such Forfeiture Restrictions but shall be considered to have been issued on the Award Date.

8. Employment

Employee shall not be deemed to have ceased to be employed by the Company (or any Related Company) for purposes of this Agreement by reason of Employee’s transfer to a Related Company (or to the Company or to another Related Company).

The Committee may determine that, for purposes of this Agreement, Employee shall be considered as still in the employ of the Company or of the Related Company while on leave of absence. In the event Employee is permitted a leave of absence during the term of this Agreement, the Committee may, in its sole and absolute discretion, extend the time periods during which the Restricted Stock is subject to the Forfeiture Restrictions as set forth in Paragraph 2, above, to include the period of time Employee is on the leave of absence.

9. Miscellaneous Provisions

This Agreement is governed in all respects by the Plan and applicable law. In the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan shall prevail. All terms defined in the Plan are used in this Agreement (whether or not capitalized) as so defined. Subject to the limitations of the Plan, the Company may, with the written consent of Employee, amend this Agreement. Neither the grant nor award of an Incentive Award under the Plan constitutes an agreement of employment between the Employee and the Company or a Related Company. The receipt of an Incentive Award does not constitute a right acquired by the recipient to any other form of compensation, or to any future benefit or compensation, or to participate in any other benefit plan or program sponsored by the Company or Related Company, or to receive additional Incentive Awards under the Plan in the future. This Agreement shall impose no obligation on the Company or any of its Related Companies to employ Employee for any period. This Agreement shall be construed, administered and enforced according to the laws of the State of California.

10. Code Section 409A

It is intended that the award of Restricted Stock pursuant to this Agreement shall not constitute a “deferral of compensation” within the meaning of Section 409A of the Code and, as a result, shall not be subject to the requirements of Section 409A. The Agreement is to be interpreted in a manner consistent with this intention. Notwithstanding any other provision in this Agreement, the Agreement may not be modified in a manner that would cause the award of Restricted Stock to become subject to Section 409A of the Code.

Jacobs Engineering Group Inc.

Restricted Stock Agreement (1999 Stock Incentive Plan)

Page 4

11. Agreement of Employee

By signing below, Employee: (1) agrees to the terms and conditions of this Agreement; (2) confirms receipt of a copy of the Plan and all amendments and supplements thereto; and (3) appoints the Secretary of the Company and each Assistant Secretary of the Company as Employee’s true and lawful attorney-in-fact, with full power of substitution in the premises, granting to each full power and authority to do and perform any and every act whatsoever requisite, necessary, or proper to be done, on behalf of Employee which, in the opinion of such attorney-in-fact, is necessary to effect the forfeiture of the Restricted Stock to the Company, or the delivery of the Jacobs Common Stock to Employee, in accordance with the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

JACOBS ENGINEERING GROUP INC.
BY:
TITLE:	Craig L. Martin, President & CEO
DATE:
EMPLOYEE
DATE:

EX-10.3

Exhibit 10.3

EXECUTIVE SECURITY PROGRAM

OF

JACOBS ENGINEERING GROUP INC.

TABLE OF CONTENTS

Article No.	Contents
—	Purpose
Article I	Definitions and Constructions
Article II	Eligibility and Participation
Article III	Death Benefit
Article IV	Retirement Benefit
Article V	Beneficiary
Article VI	Leave of Absence
Article VII	Source of Benefits
Article VIII	Termination of Employment
Article IX	Termination of Participation
Article X	Terminations, Amendment, Modification or Supplement of Plan
Article XI	Other Benefits and Agreements
Article XII	Restriction on Alienation of Benefits
Article XIII	Administration of This Program
Article XIV	Adoption of Plan by Subsidiary, Affiliated or Associated Companies
Article XV	Miscellaneous
—	Signatures

Page 1 of 13

PURPOSE

The purpose of the Executive Security Program of JACOBS ENGINEERING GROUP INC. and its subsidiaries is to provide specified benefits to a select group of management and highly compensated employees who contribute materially to the continued growth, development and future business success of JACOBS ENGINEERING GROUP INC. and its subsidiaries. It is the intention of JACOBS ENGINEERING GROUP INC. that this program and the individual plans established hereunder be administered as unfunded welfare benefit plans established and maintained for a select group of management or highly compensated employees.

ARTICLE I

DEFINITIONS AND CONSTRUCTION

1.1    Definitions.

For purpose of this Program, the following phrases or terms shall have the indicated meanings unless otherwise clearly apparent from the context.

(a) “Beneficiary” shall mean the person or persons or the estate of a Participant entitled to receive any benefits under a Plan Agreement entered into in accordance with the terms of this Program.

(b) “Board of Directors” shall mean the Board of Directors of JACOBS ENGINEERING GROUP INC. unless otherwise indicated or the context otherwise requires.

(c) “Committee” shall mean the Administrative Committee appointed to manage and administer the Program and individual Plan Agreements in accordance with the provisions of Article XIV hereof.

(d) “Company” shall mean JACOBS ENGINEERING GROUP INC.

(e) “Employee” shall mean any person who is in the regular fulltime employment of the company, as determined by the personnel rules and practices of the Company or the subsidiary. The term does not include persons who are retained by the Company solely as consultants.

(f) “Participant” shall mean an Employee who is selected and elects to participate in the program through the execution of a Plan agreement in accordance with the provisions of ARTICLE II.

(g) “Plan Agreement” shall mean the form of written agreement, attached hereto as Annex I, which is entered into by and between the Company and an Employee selected to become a Participant as a condition to participation in the Program.

(h) “Program” shall mean the Executive Security Program of JACOBS ENGINEERING GROUP INC. as embodied herein and as amended from time to time.

(i) “Retirement” and “Retire” shall mean severance of employment with the company at or after the attainment of age fifty-five (55) with at least one year participation.

1.2    Construction.

The masculine gender when used herein shall be deemed to include the feminine gender, and the singular may include the plural unless the context clearly indicated to the contrary.

Page 2 of 13

The words “hereof,” “herein,” “hereunder,” and other similar compounds of the word “here” shall mean and refer to the entire Program and not to any particular provision or section. Whenever the words “Article” or “Section” are used in this Program, or a cross-reference to an “Article” or “Section” is made, the Article or Section referred to shall be an Article or Section of this Program unless otherwise specified.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1    Eligibility.

In order to be eligible for participation in the Program, an Employee must be selected by the Committee in the year preceding the year in which the Employee is eligible to participate in each succeeding year thereafter as hereinafter provided. The Committee, in its sole and absolute discretion, shall determine eligibility for participation in accordance with the purposes of the Program.

2.2    Participation.

An Employee, having been selected to participate in this Program by the Committee, shall, as a condition to participation, complete and return to the Committee a duly executed Plan Agreement electing to participate in the Program and agreeing to the terms and conditions thereof. The executed Plan Agreement must be filed with the Committee at least ten (1O) days prior to the first day of the year with respect to which the election to participate pertains.

2.3    Participation During a Period of Disability.

In the event that a Participant is disabled and is incapable of executing a Plan Agreement for the forthcoming year, such Participant’s Plan Agreement for the year in which the Participant became disabled shall remain in force and effect for purpose of receipt of benefits pursuant to Articles III and IV and payments of contributions pursuant to Article VI, until such time as Participant executes a new Plan Agreement.

ARTICLE III

DEATH BENEFIT

3.1    Amount and Payment of Death Benefit.

In the event a Participant dies before retiring and the Program is in effect at the time, the Company will pay or cause to be paid a Death Benefit (herein so called) to such Participant’s Beneficiary in the amount or amounts set forth in his Plan Agreement and as therein specified, commencing on the first day of the month following the date of such Participant’s death, or as otherwise specified in his Plan Agreement.

Notwithstanding the immediately preceding paragraph of this Section 3.1, the Company will pay or cause to be paid the Death Benefit specified therein only if:

(a) At the time of the Participant’s death prior to retirement, such Participant was an Employee, or was on authorized leave of absence, and all salary deferrals and payments required to be made by such Participant under 3.2 et. seq. have been made, or such salary deferrals or payments were waived pursuant to Section 3.5 because of such Participant’s total disability:

(b) The Participant’s Plan Agreement had been kept in force throughout the period commencing on the date of such Plan Agreement and ending on the date of his

Page 3 of 13

death; and

(c) The Participant’s death was due to causes other than suicide within one (1) year of the date of his Plan Agreement.

3.2    Amount of Participant Salary Deferral and Payments.

Each Participant shall defer an amount of his monthly compensation in the amounts and at such times as determined by the Committee, depending upon the amount of Death Benefit selected in a Participant’s Plan Agreement (as such amount may be changed, from time to time, by amendment of the Plan Agreement). In the event that a Participant is authorized to take a leave of absence from employment or is disabled, the Participant shall be required to make payments to the Company in accordance with Article VI in order to maintain his Plan Agreement in force, except as provided in Section 3.5. A Participant’s obligation to defer an amount of his monthly compensation in accordance with this Section 3.2 or to make the payments required by Articles VI shall be stated in his Plan Agreement, shall commence on the date his Plan Agreement becomes effective, and shall continue thereafter during the term of his Plan Agreement or until the earlier of such Participant’s death, Retirement, or attainment of age sixty-five (65). A Participant shall have the right to increase or decrease the amount of his Death Benefit initially selected by him by amending his plan Agreement in accordance with the rules adopted by the Committee for this purpose.

3.3    Time and Manner of Deferring Salary or Making Payments.

A Participant shall, in his Plan Agreement, authorize the Company to defer a monthly amount of such Participant’s salary equal to the amount stated in Section 3.2. A Participant who is on an authorized leave of absence or is disabled shall make the payments required in Article VI at such time and in such manner as the Company shall provide; provided, however, that the Participant shall continue to make such payments during any period in which a portion of his salary is not being deferred or such payments have not been waived pursuant to Section 3.5.

3.4    Participant Salary Deferrals and Payments—Use and Forfeitability.

The amount of each Participant’s salary deferred pursuant to Section 3.2 and 3.3 shall be and remain solely the property of the Company and the amount collected by the Company pursuant to section 3.2 and 3.3 from each Participant who is on an authorized leave of absence or disabled shall be and become solely the property of the Company, and a Participant shall have no right thereto, nor shall the Company be obligated to use such amounts in any specific manner.

Except as provided in Article IV, if a Participant’s death occurs under circumstances other than those specified in Section 3.1, no benefit shall be payable hereunder or under his Plan Agreement to his Beneficiary or any other person or entity on his behalf, and any payments made by such Participant under Sections 3.2 and 3.3 shall be forfeited.

3.5    Waiver of Participant Salary Deferral or Payments.

If a Participant becomes totally disabled before attaining age sixty-five, and if such total disability continues for more than three (3) months, such Participant shall not be required to defer a portion of his salary pursuant to Sections 3.2 and 3.3 or make the payments provided for in Sections 3.2 or 3.3, beginning with the fourth month following the date of such total disability, nor thereafter for as long as such total disability continues.

The Company will be obligated to waive such required deferral arrangement or payments

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only if:

(a) Such Disability is due to causes other than illegal or criminal acts of the Participant, or intentionally self-caused acts;

(b) The Participant was an Employee at the time he became totally disabled (or was then on authorized leave of absence) and made all payments required herein;

(c) The Participant’s Plan Agreement has been kept in force until such time.

If, during this waiver period, a Participant attains the age of 65 and thereupon Retires, or if he shall Retire before attaining age 65, or if he shall Retire after attaining age 65, the Retirement Benefit provided in Article IV will be paid.

The determination of what constitutes total disability and the removal thereof for purposes of this Article III, shall be made by the Committee, in its sole and absolute discretion, and such determination shall be conclusive.

Notwithstanding the preceding provisions of this Section 3.5, the Company will not be obligated to waive Participant salary deferral or payments under Sections 3.2 and 3.3 for any reason in the case of an Employee who initially becomes a Participant after attaining age fifty-five (55).

ARTICLE IV

RETIREMENT BENEFIT

4.1    Normal Retirement.

If a Participant has remained an Employee until age 65 and shall then Retire, and if this Participant has completed one year of participation in the Plan, and if this Program and his Plan Agreement have been kept in force, the Company wi11 pay or cause to be paid to such Participant, as a Retirement Benefit (herein so called), the amount per month specified in his Plan Agreement, commencing on the first day of the month following such Participant’s retirement, or as otherwise specified in his Plan Agreement.

4.2    Early Retirement.

In the event a Participant shall retire prior to attaining age 65 but after attaining age 55, and if this Program and his Plan Agreement have been kept in force, and if the Participant has completed one year of participation in the Plan, such Participant shall be entitled to a Retirement Benefit in an actuarially reduced amount, as determined by the Committee in its sole and absolute discretion, commencing on the first day of the month following such Retirement, or, if so provided in such Participant’s Plan Agreement, commencing at a later date which shall not be subsequent to the first day of the calendar month after the Participant attains age 65.

4.3    Late Retirement.

In the event a Participant shall retire after attaining age 65, and if this Program and his Plan Agreement have been kept in force, and if the Participant has completed one year of participation in the Plan, the Company will pay or cause to be paid to such Participant, as a Retirement Benefit, the amount per month specified in his Plan Agreement, commencing on the first day of the month following such participant’s retirement, or as otherwise specified in his Plan Agreement. In the event there is no Amount of Retirement After Age 65 Benefit specified in his Plan Agreement, such Participant shall be entitled to receive an actuarially increased benefit as determined by the Committee in its sole and absolute

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discretion.

4.4    Termination of Participation.

In the event a Participant ceases to participate in the Program before attaining age 65, and would otherwise be entitled to an early retirement benefit, the payment of such benefit shall not commence until the participant shall formally retire from the Company and no death benefit shall be paid to his beneficiary under Article III.

4.5    Re-employment After Retirement.

In the event a Participant retires from the Company and receives retirement benefit payments, such payments shall cease to be paid if the Participant returns to active employment with the Company. The Retirement Benefit payments then remaining unpaid to such participant shall be paid upon his subsequent retirement from the Company in accordance with the payment schedule pursuant to which payments are made under Sections 4.1,4.2, and 4.3.

4.6    Death.

If a Participant shall die after becoming entitled to a Retirement Benefit, (whether the Retirement is before, on, or after the attainment of age 65, but before the total amount payable to such Participant as a Retirement Benefit has been paid, the Retirement Benefit payments then remaining unpaid to such Participant shall be paid to such Participant’s Beneficiary, in accordance with the payment schedule pursuant to which payments are made under Section 4.2 and 4.3.

If a Participant shall die under the circumstances specified in the preceding paragraphs of this Section 4.6, then no Death Benefit shall be paid to his Beneficiary under Article III, but such Beneficiary shall receive his Retirement Benefit payments as set forth in the preceding paragraphs of this Section 4.6.

4.7    Accrual of Retirement Benefit.

Notwithstanding any provision contained herein which may imply or specify to the contrary, no portion of the Participant’s Retirement Benefit shall accrue to him prior to the date that he first satisfies the requirements for Retirement hereunder.

4.8    Forfeitability of Retirement Benefit.

Notwithstanding any provision contained herein which may imply or specify to the contrary, a Participant’s right to receive a Retirement Benefit under this Program and his Plan Agreement shall be forfeitable at all times prior to the date that he first satisfies the requirements for Retirement hereunder.

ARTICLE V

BENEFICIARY

A Participant shall designate his Beneficiary to receive benefits under the Program and his Plan Agreement by completing the appropriate space in the Plan Agreement. If more than one Beneficiary is named, the shares and/or precedence of each Beneficiary shall be indicated. As a condition co any married Participant designating a Beneficiary other than his spouse, the Committee may require the spouse’s consent. A Participant shall have the right to change the Beneficiary by submitting to the Committee a change of Beneficiary in the form attached as Annex II hereof; provided, however, that no change of Beneficiary shall be effective until acknowledge in writing by the Committee. If the Company has any

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doubt as to the proper Beneficiary to receive payments hereunder, the Company shall have the right to withhold such payments until the matter is finally adjudicated. Any payment made by the Company in good faith and in accordance with the provisions of this Program and a Participant’s Plan Agreement shall fully discharge the Company from all further obligations with respect to such payments.

ARTICLE VI

LEAVE OF ABSENCE

6.1    Required Payments.

If a Participant is authorized by the Company for any reason, including military, medical, or other, to take a leave of absence from employment, such Participant shall be required to make monthly payments in order to maintain his Plan Agreement in force. Such required monthly payments shall be an amount equal to the amount of the Participant’s monthly compensation that is to be deferred under the’ terms of his Plan Agreement. A Participant required to make payments under this Section 6.1 shall continue making such required payments until the earlier of (i) the date he returns to work following a leave of absence, (ii) the date such payments are waived pursuant to Section 3.5, or (iii) the effective date that he enters into a new Plan Agreement. If a Participant’s monthly payments are waived pursuant to Section 3.5 and subsequently the Participant returns to work, he shall be required to resume making monthly payments, in the amount specified above, to the Company until he executes a new Plan Agreement, in order to maintain his Plan Agreement in force in accordance with Section 2.3.

6.2    Failure to Make Required Payments.

Failure to make payments required by Section 6.1 shall cause Participant’s Plan Agreement to terminate without the necessity of any notice from either party to the other. From and after such termination, neither party shall have any further obligation to the other party under this Program or such Plan Agreement.

ARTICLE VII

SOURCE OF BENEFITS

7.1    Benefits Payable from General Assets.

Amounts payable hereunder shall be paid exclusively from the general assets of the Company, and no person entitled to payments hereunder shall have any claim, right, security interest, or other interest in any fund, trust, account, insurance contract, or asset of the Company which may be looked to for such payment. The Company’s liability for the payment of benefits hereunder shall be evidenced only by this Program and each Plan Agreement entered into between the Company and a Participant.

7.2    Investments to Facilitate Payment of Benefits.

Although the Company is not obligated to invest in any specific asset or fund, or purchase any insurance contract, in order to provide the means for the payment of any liabilities under this Program, the Company may elect to do so and, in such event, no Participant shall have any interest whatever in such asset, fund, or insurance contract. In the event the Company elects to purchase insurance contracts on the life of a Participant as a means for making, offsetting, or contributing to any payment, in full or in part, which may become due and payable by the Company under this Program or a Participant’s Plan Agreement, such Participant agrees to cooperate in the securing of life insurance on his life by furnishing

Page 7 of 13

such information as the Company and the insurance carrier may require, including the results and reports of previous Company and other insurance carrier physical examinations, taking such additional physical examinations as may be requested, and taking any other action which may be requested by the Company and the insurance carrier to obtain such insurance coverage. If a Participant does not cooperate in the securing of such life insurance, or if the Company for any reason is unable to obtain life insurance in the requested amount on the life of the Participant, the Company shall have no further obligation to such Participant under this Program, and such Participant’s Plan Agreement shall terminate. If the insurance carrier shall charge a rate other than standard to insure a Participant, then such Participant shall defer an additional amount of his monthly compensation or pay the Company an additional amount, as the case may be, in an amount equal to the additional charge by reason of such rating.

7.3    Ownership of Insurance Contracts.

The Company shall be the sole owner of any insurance contract or contracts acquired on the life of a Participant, with all incidents of ownership therein, including, but not limited to, the right to cash and loan values, dividends, if any, death benefits, and the right of termination thereof, and a Participant shall have no interest whatsoever in such contract or contracts, if any, and shall exercise none of the incidents of ownership thereof.

7.4    Company Obligation.

The Company shall have no obligation of any nature whatsoever to a Participant under this Program or a Participant’s Plan Agreement, except as otherwise expressly provided herein and in such Plan Agreement, if the Company purchases life insurance on a Participant’s life pursuant to this Program and the circumstance of the Participant’s death preclude payment of death proceeds under the insurance contract.

ARTICLE VIII

TERMINATION OF EMPLOYMENT

Neither this Program nor a Participant’s Plan Agreement, either singly or collectively, in any way obligate the Company, or any subsidiary of the Company, to continue the employment of a Participant with the Company, or any subsidiary of the Company, nor does either limit the right of the Company, or any subsidiary of the Company, at any time and for any reason to terminate the Participant’s employment. Termination of a Participant’s employment with the Company, or any subsidiary of the Company, for any reason, whether by action of the Company, subsidiary, or Participant, shall immediately terminate his participation in this Program and his Plan Agreement, and all further obligation of either party thereunder, except as provided in Article 4.2. In no event shall this Program or a Plan Agreement, either singly or collectively, by their terms or implications constitute an employment contract of any nature whatsoever between the Company, or any subsidiary, and a Participant.

ARTICLE IX

TERMINATION OF PARTICIPATION

A Participant reserves the right to terminate his participation in this Program and his Plan Agreement at his election at any time by giving the Company written notice of such termination.

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ARTICLE X

TERMINATIONS, AMENDMENT, MODIFICATION OR SUPPLEMENT OF PLAN

10.1    Termination.

The Company reserves the right to terminate, amend, modify or supplement this Program, wholly or partially, and from time to time, at any time. The Company likewise reserves the right to terminate, amend, modify, or supplement any Plan Agreement, wholly or partially, from time to time. Such right to terminate, amend, modify, or supplement this Program or any Plan Agreement shall be exercised for the Company by the Committee; provided, however, that:

(a) No action to terminate this Program or a Plan Agreement shall be taken except upon written notice to each Participant to be affected thereby, which notice shall be given not less than 30 days prior to such action; and

(b) The Committee shall take no action to terminate this Program or a Plan Agreement with respect to a Participant or his Beneficiary after the payment of any benefit in accordance with Article III or Article IV has commenced but has not been completed.

10.2    Rights and Obligations Upon Termination.

Upon the termination of this Program or any Plan Agreements, by either the Committee or a Participant in accordance with the provisions for such termination, neither this Program nor the Plan Agreement shall be of any further force and effect, and no party shall have any further obligation under either this Program or any Plan Agreement so terminated.

ARTICLE XI

OTHER BENEFITS AND AGREEMENTS

The benefits provided for a Participant and his Beneficiary hereunder and under such Participant’s Plan Agreement are in addition to any other benefits available to such Participant under any other program or plan of the Company for its employees, and, except as may otherwise be expressly provided for, this Program and Plan Agreements entered into hereunder shall supplement and shall not supersede, modify, or amend any other program or plan of the Company or a Participant. Moreover, benefits under this Program and Plan Agreements entered into hereunder shall not be considered compensation for the purpose of computing contributions or benefits under any plan maintained by the Company, or any of its subsidiaries, which is qualified under section 401 (a) of the Internal Revenue Code of 1954, as amended.

ARTICLE XII

RESTRICTION ON ALIENATION OF BENEFITS

No right or benefit under this Program or a Plan Agreement shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void. No right or benefit hereunder or under any Plan Agreement shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit. If any Participant or Beneficiary under this Program or a Plan Agreement should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge any right to a benefit hereunder or under any Plan Agreement, then such right or benefit shall, in the sole and absolute discretion of the Committee, cease; and in such event, the Committee may hold or apply the same or any part thereof for the benefit of such

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Participant or Beneficiary, his spouse, children, or other dependents, or any of them, in such manner and in such portion as the Committee, in its sole and absolute discretion, may deem proper.

ARTICLE XIII

ADMINISTRATION OF THIS PROGRAM

13.1    Appointment of Committee.

The general administration of this Program, and any Plan Agreements executed hereunder, as well as construction and interpretation thereof, shall be vested in the Committee, the number and members of which shall be designated and appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. Any such member of the Committee may resign by notice in writing filled with the secretary of the Committee.

Vacancies shall be filled promptly by the Board of Directors. Each person appointed a member of the Committee shall signify his acceptance by filing a written acceptance with the secretary of the Committee.

13.2    Committee Officials.

The Board of Directors may designate one of the members of the Committee as chairman and may appoint a secretary who need not be a member of the Committee. The secretary shall keep minutes of the Committee’s proceedings and all date, records and documents relating to the Committee’s administration of this Program and any Plan Agreements executed hereunder. The Committee may appoint from its number such subcommittees with such powers as the Committee shall determine and may authorize one or more of its members or any agent to execute or deliver any instrument or make any payment on behalf of the Committee.

13.3    Committee Action.

All resolutions or other actions taken by the Committee shall be by the vote of a majority of those members present at a meeting at which a majority of the members are present, or in writing by all the members at the time in office if they act without a meeting.

13.4    Committee Rules and Powers—General.

Subject to the provisions of this Program, the Committee shall from time to time establish rules, forms, and procedures for the administration of this Program, including Plan Agreements.

Except as herein otherwise expressly provided, the Committee shall have the exclusive right to interpret this Program and any Plan Agreements, and to decide any and all matters arising thereunder or in connection with the administration of this Program and any Plan Agreements, and it shall endeavor to act, whether by general rules or by particular decisions, so as not to discriminate in favor of or against any person. The Committee shall have the exclusive right to determine (i) total disability with respect to a Participant and (ii) the degree thereof, either or both determinations to be made on the basis of such medical and/or other evidence that the Committee, in its sole and absolute discretion, may require. Such decisions, actions, and records of the Committee shall be conclusive and binding upon the Company and all persons having or claiming to have any right or interest in or under this Program.

Page 10 of 13

13.5    Reliance on Certificates, etc.

The members of the Committee and the officers and directors of the Company shall be entitled to rely on all certificates and reports made by any duly appointed accountants, and on all opinions given by any duly appointed legal counsel. Such legal counsel may be counsel for the Company.

13.6    Liability of Committee.

No member of the Committee shall be liable for any act or omission of any other member of the Committee, or for any act or omission on his own part, excepting only his own willful misconduct. The Company shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of his membership on the Committee, excepting only expenses and liabilities arising out of his own willful misconduct. Expenses against which a member of the Committee shall be indemnified hereunder shall include, without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding bought, or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member may be entitled a a matter of law.

13.7    Determination of Benefits.

In addition to the powers hereinabove specified, the Committee shall have the power to compute and certify, under this Program and any Plan Agreement, the amount and kind of benefits from time to time payable to Participants and their Beneficiaries, and to authorize all disbursements for such purposes.

13.8    Information to Committee.

To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the compensation of all Participants, their retirement, death or other cause for termination of employment, and such other pertinent facts as the Committee may require.

13.9    Manner and Time of Payment of Benefits.

The Committee shall have the power, in its sole and absolute discretion, to change the manner and time of payment of benefits to be made to a Participant or his Beneficiary from that set forth in the Participant’s Plan Agreement if requested to do so by such Participant or Beneficiary.

ARTICLE XIV

ADOPTION OF PLAN BY SUBSIDIARY, AFFILIATED OR ASSOCIATED COMPANIES

Any corporation which is a wholly owned subsidiary of the Company may, with the approval of the Board of Directors of the Company, adopt this Plan and thereby come within the definition of Company in Article I hereof.

ARTICLE XV

MISCELLANEOUS

15.1    Execution of Receipts and Releases.

Any payment to any Participant, a Participant’s legal representative, or Beneficiary in accordance with the provisions of this Program or any Plan Agreement executed

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hereunder shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Company. The Company may require such Participant, legal representative, or Beneficiary, as a condition precedent to such payment, to execute a receipt and release therefor in such form as it may determine.

15.2    No Guarantee of Interest.

Neither the Committee not any of its members guarantees the payment of any amounts which may be or becomes due to any person or entity under this Program or any Plan Agreement executed hereunder. The liability of the Company to make any payment under this Program or any Plan Agreement executed hereunder is limited to the then available assets of the Company.

15.3    Company Records.

Records of the Company as to a Participant’s employment, termination of employment and the reason therefor, reemployment, authorized leaves of absence, and compensation shall be conclusive on all persons and entities, unless determined to be incorrect.

15.4    Evidence.

Evidence required by anyone under this Program and any Plan Agreement executed hereunder may be by certificate, affidavit, document, or other information which the person or entity acting on it considers pertinent and reliable, and signed, made, or presented by the proper party or parties.

15.5    Notice.

Any notice which shall be or may be given under this Program or a Plan Agreement executed hereunder shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to the Company, at 251 S. Lake Avenue, Pasadena, CA 911 01, marked to the attention of the Secretary, Administrative Committee, Executive Security Plan; or, if notice to a Participant, addressed to the address shown on such Participant’s Plan Agreement.

15.6    Change of Address.

Any party may, from time to time, change the address to which notices shall be mailed by giving written notice of such new address.

15.7    Effect of Provisions.

The provisions of this Program and of any Plan Agreement executed hereunder shall be binding upon the Company and its successors and assigns, and upon a Participant, his Beneficiary, assigns, heirs, executors, and administrators.

15.8    Headings.

The titles and headings of Articles and Sections are included for convenience of reference only and are not to be considered in the construction of the provisions hereof or any Plan Agreement executed hereunder.

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15.9    Governing Law.

All questions arising with respect to this Program and any Plan Agreement executed hereunder shall be determined by reference to the laws of the State of California, as in effect at the time of their adoption and execution, respectively.

Signed this 14 day of February, 1983.

JACOBS ENGINEERING GROUP INC.
By:	/s/        Dale D. Myers
	Dale D. Myers President
ATTEST:	/s/ Robert J Shapiro
	Robert J Shapiro Secretary

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EX-10.4

Exhibit 10.4

AMENDMENT TO THE

EXECUTIVE SECURITY PROGRAM OF

JACOBS ENGINEERING GROUP INC.

This amendment to the Executive Security Program of Jacobs Engineering Group Inc., as Amended and Restated January 1, 1983 (the “Program”), as described below, is intended to bring the Program into compliance with Internal Revenue Code Section 409A.

The changes in this Amendment are effective January 1, 2009.

1.    Section 1.1 (“Definitions”) is amended by modifying subsection (i) to read, in its entirety, as follows:

(i) “Retirement” and “Retire” shall mean “separation from service” with the Company (as such term is defined in Section 409A of the Internal Revenue Code of 1986 (“Code”) and authoritative IRS guidance thereunder) at or after the attainment of age fifty-five (55) with at least one year of participation in this Program.

2.    A new Section 2.4 is added to read as follows:

2.4 Frozen Program. No Employee who is not already a Participant may become eligible to participate in the Program on or after January 1, 2009.

3.    Section 3.2 (“Amount of Participant Salary Deferral and Payments”) is amended by adding the following as a new second paragraph:

Notwithstanding any other provision in this Program or any Plan Agreement, any modifications to the amount deferred pursuant to a Participant’s Plan Agreement shall take effect on January 1 of the year following such modification.

4.    Section 3.5 (“Waiver of Participant Salary Deferral or Payments”) is amended by modifying the first sentence to read, in its entirety, as follows:

If a Participant becomes totally disabled before attaining age sixty-five, and if such total disability continues for more than two (2) months, such Participant shall not be required to defer a portion of his salary pursuant to Sections 3.2 and 3.3 or make the payments provided for in Sections 3.2 or 3.3, beginning with the third month following the date of such total disability, nor thereafter for as long as such total disability continues.

5.    Section 3.5 (“Waiver of Participant Salary Deferral or Payments”) is further amended by modifying the second to last paragraph to read, in its entirety, as follows, and by deleting the final paragraph:

1

The determination of what constitutes total disability and the removal thereof for purposes of this Article III, shall be made by the Committee, in its sole and absolute discretion, and such determination shall be conclusive; provided, however, that any cancellation of a Participant’s deferrals due to disability must be made in accordance with Code Section 409A and authoritative IRS guidance thereunder.

6.    Section 4.5 (“Re-employment after Retirement”) is amended to read, in its entirety, as follows:

4.5 Re-employment after Retirement. In the event a Participant Retires from the Company and subsequently returns to active employment with the Company, the Participant’s benefits shall be paid in accordance with Section 4.1, 4.2 or 4.3, as applicable, without regard to such return to employment.

7.    A new Section 4.9 is added to read as follows:

4.9 Default Payment Provisions. Notwithstanding any other provision in this Program or any Plan Agreement, payment of a Participant’s benefits pursuant to Section 4.1, 4.2, or 4.3 will begin on the first day of the month following the Participant’s Retirement, unless a Participant’s Plan Agreement provides for a specified alternative payment date as of December 31, 2008. In addition, such benefits will be paid in monthly installments for a period of 120 months, unless a Participant’s Plan Agreement provides for a specified number of installment payments as of December 31, 2008.

8.    A new Section 4.10 is added to read as follows:

4.10 Specified Employees. Notwithstanding any other provision in this Program or any Plan Agreement, a Participant who is a “specified employee” (as such term is defined in Code Section 409A and authoritative IRS guidance thereunder) and who becomes eligible for payment pursuant to Section 4.1, 4.2 or 4.3 shall not begin benefit payments before the first of the month following the six-month anniversary of the Participant’s Retirement, unless the Participant dies or experiences an unforeseeable emergency during the six-month period. To the extent payments are delayed pursuant to this Section, the Participant shall receive a make-up payment on the date benefit payments commence equal to the payments that would have been made sooner if this provision did not apply, plus interest.

9.    A new Section 4.11 is added to read as follows:

4.11 Unforeseeable Emergency. Notwithstanding any other provision in this Program or any Plan Agreement, if a Participant experiences an “unforeseeable emergency” (as such term is defined in Code Section 409A and

2

authoritative IRS guidance thereunder), the Participant may petition the Committee to (i) cancel any deferrals required to be made by the Participant and, if such cancellation is insufficient to satisfy the unforeseeable emergency, receive a partial or full payout from the Program. The payout shall not exceed the lesser of the present value of the Participant’s total benefit, determined as of the date the payment is made, or the amount reasonably necessary to satisfy the unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). If the Committee determines that an unforeseeable emergency exists, payment pursuant to this Section shall be made thirty (30) days after such date.

10.    Article IX (“Termination of Participation”) is amended to read, in its entirety, as follows:

A Participant reserves the right to terminate his participation in this Program and his Plan Agreement at his election at any time by giving the Company written notice of such termination; provided, however, that cancellation of a Participant’s deferral agreement may not take effect until January 1 of the year following the date written notice is provided to the Company.

11.    Section 10.1 (“Termination”) is amended by modifying the third sentence to read as follows:

Such right to terminate, amend, modify or supplement this Program or any Plan Agreement shall be exercised for the Company by the Committee and may only be exercised to the extent consistent with Section 15.10;

12.    Article XI (“Other Benefits and Agreements”) is amended by replacing “section 401(a) of the Internal Revenue Code of 1954” with “Code Section 401(a).”

13.    Section 13.9 (“Manner and Time of Payment of Benefits”) is amended to read, in its entirety, as follows:

13.9 Manner and Time of Payment of Benefits. The Committee shall have the power, in its sole and absolute discretion but only to the extent consistent with Section 15.10, to change the manner and time of payment of benefits to be made to a Participant or his Beneficiary from that set forth in this Program or in the Participant’s Plan Agreement.

14.    A new Section 15.10 is added to read as follows:

15.10 Section 409A. This Program, including each Participant’s Plan Agreement, is intended to avoid any “plan failures” within the meaning of Code

3

Section 409A(a)(1). The Program and all Plan Agreements shall be interpreted and administered, to the extent possible, in accordance with this intention.

Date:    December 23, 2008	Jacobs Engineering Group Inc.
	By:	/s/ Patricia H. Summers
	Title:	SVP, Global Human Resources

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EX-10.5

Exhibit 10.5

AMENDMENT TO THE

EXECUTIVE SECURITY PROGRAM OF

JACOBS ENGINEERING GROUP, INC.

This amendment to the Executive Security Program of Jacobs Engineering Group, Inc., as Amended and Restated January 1, 1983, as described below, is intended to (1) permit monthly distributions due to disability (over a period of sixty months); and (2) clarify that pursuant to applicable Treasury regulations, the definition of “disability” used to determine whether a participant’s deferrals may be canceled due to disability is different from the definition of disability used to determine whether a participant is eligible for distributions due to disability.

The changes in this Amendment are effective January 1, 2009.

1.    Section 3.5 (“Waiver of Participant Salary Deferral or Payments”) is amended by modifying the final paragraph to read, in its entirety, as follows:

For purposes of Article III, the determination of what constitutes total disability and the cessation thereof shall be made by the Committee, in its sole and absolute discretion, and such determination shall be conclusive; provided, however, that any cancellation of a Participant’s deferrals due to disability must be made in accordance with Code Section 409A and authoritative IRS guidance thereunder, to the extent such guidance addresses the cancellation of deferrals due to disability. For example, Treasury Regulations section 1.409A-3(j)(4)(xii), as issued in 2007, defines “disability” for this purpose as “any medically determinable physical or mental impairment resulting in the service provider’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.”

See Section 4.12 for provisions governing distributions to Participants who suffer a Permanent and Total Disability.

2.    Section 4.10 (“Specified Employees”) is modified by replacing “unless the Participant dies or experiences an unforeseeable emergency during the six-month period” with “unless the Participant dies or experiences either an unforeseeable emergency or a Total and Permanent Disability during the six-month period.”

3.    A new Section 4.12 is added to read as follows:

4.12    Total and Permanent Disability. Notwithstanding any other provision in this Program or any Plan Agreement, in the event that the Committee determines that a Participant has suffered a Total and Permanent Disability (as defined below) before the Participant’s Retirement benefits commence, the Participant shall receive Retirement benefits in accordance with this Article IV as if he or she had Retired as of the date of the Committee’s determination, without regard to the requirement in Section 4.10 that payments begin at least six months after the Participant’s Retirement. Notwithstanding any other provision in this Article IV, a Participant who receives monthly benefits

1

pursuant to this Section 4.12 shall receive his or her benefits in the form of monthly installments over a period of 60 months.

For purposes of Article IV, “Total and Permanent Disability” shall have the meaning set forth in Code Section 409A and authoritative IRS guidance thereunder, to the extent such guidance addresses eligibility for distributions due to disability. For example, Treasury Regulations section 1.409A-3(i)(4)(i), as issued in 2007, provides that a Participant is “disabled” for this purpose if the Participant is either (a) “unable to engage in any substantial gainful activity” or (b) “receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the [Participant’s] employer,” in either case due to a “medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.”

See Section 3.5 for provisions governing the cancellation of a Participant’s deferrals due to disability.

4.    Section 13.4 (“Committee Rules and Powers—General”) is amended by modifying the third sentence to read as follows:

The Committee shall have the exclusive right to determine whether a Participant is totally disabled, for purposes of Article III, or has a Total and Permanent Disability, for purposes of Article IV, with either or both determinations to be made on the basis of such medical and/or other evidence that the Committee, in its sole and absolute discretion, may require.

Date:    May 31, 2009	Jacobs Engineering Group, Inc.
	By:	/s/ John W. Prosser, Jr.
	Title:	EVP, Finance & Administration

2

EX-10.6

Exhibit 10.6

Jacobs Engineering Group Inc.

Global Employee Stock Purchase Plan

Page 1

Jacobs Engineering Group Inc.

Global Employee Stock Purchase Plan

INDEX

1.	Purpose of the Plan	4
2.	Definitions	4
3.	Participation	7
4.	Enrollment and Election Periods	8
5.	Term of Plan	9
6.	Number and Type of Shares to Be Made Available	9
7.	Use of Funds	9
8.	Amount of Contribution; Method of Payment	9
9.	Purchasing, Transferring Shares	10
10.	Dividends and Other Distributions	11
11.	Voting of Shares	12
12.	In-Service Distribution or Sale of Shares	12
13.	Cessation of Active Participation	12
14.	Termination of Employment	12
15.	Assignment	13
16.	Adjustment of and Changes in Shares	13
17.	Amendment or Termination of the Plan	13
18.	Designation of Subsidiaries	13
19.	Operating Regulations	14
20.	Administration	14
21.	Securities Law and Other Restrictions	14
22.	No Independent Employees’ Rights	15

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23.	Applicable Law	15
24.	Merger or Consolidation	15
I.	Addenda	16

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Jacobs Engineering Group Inc.

Global Employee Stock Purchase Plan

1. Purpose of the Plan

This 2001 Global Employee Stock Purchase Plan is intended to advance the interests of Jacobs Engineering Group Inc. by encouraging stock ownership by employees of Jacobs Engineering Group Inc. and certain subsidiaries of Jacobs Engineering Group Inc.

2. Definitions

(a) “Act” shall mean the Securities Act of 1933, as amended.

(b) “Administrator” shall mean the bank, brokerage firm, financial institution, or other entity or person(s) engaged, retained or appointed by the Committee to act as the agent of the Employer and of the Participants under the Plan from time to time.

(c) “Addendum or Addenda” shall mean, individually and collectively, the appendices A to I hereto and such other additional appendices as may be added to this Plan at the discretion of the Committee. Each appendix will govern the operation of the Plan in respect of the Designated Subsidiaries in the countries named in the appendix and will be considered part of the Plan. Unless otherwise stated, the applicable appendix for the country will govern the operation of the Plan in that country and to that extent the appendix will override other parts of this Plan.

(d) “Board” shall mean the Board of Directors of the Company.

(e) “Closing Value” shall mean, as of a particular date, the value of a Share determined by:

(i) the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange, or such other established stock exchange or national market system on which the Shares are listed or traded, for the day for which the Closing Value is to be determined.

(ii) such other valuation method as required under the applicable Local Law.

In the event that the foregoing valuation method is not practicable, the “Closing Value” shall be determined by such other reasonable valuation method as the Committee shall, in its discretion, select and apply in good faith as of such date.

(f) “Code” shall mean the United States Internal Revenue Code of 1986, as amended and currently in effect, or any successor body of federal tax law in the United States.

(g) “Committee” shall mean the Board of Directors of the Company, a designated committee thereof, or the person(s) or entity delegated the responsibility of administering the Plan.

(h) “Company” shall mean Jacobs Engineering Group Inc., including any successor thereto.

(i) “Compensation”, shall mean, unless otherwise required by the applicable Local Law, regular fixed basic gross compensation.

“Compensation” does not include, unless otherwise required by the applicable Local Law:

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(i) any bonus, overtime payment, contribution to an employee benefit plan or other similar payment or contribution;

(ii) amounts realized from the exercise, sale, exchange or other disposition of a non-qualified stock option or sale, exchange or other disposition of a stock acquired under a non-qualified stock option;

(iii) amounts realized when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture or becomes fully owned by the Employee;

(iv) amounts realized from the exercise, sale, exchange, or other disposition of a qualified or incentive stock option or sale, exchange or other disposition of stock acquired under a qualified or incentive stock option;

(v) moving allowances, automobile allowances, tuition reimbursement, financial/tax planning reimbursement, lunch vouchers, house allowances, and other allowances that receive special tax benefits, other extraordinary compensation, including tax “gross-up” payments, and imputed income from other employer-provided benefits; and

(vi) other amounts that receive special tax benefits, such as, but not limited to, premiums for group term life insurance or contributions made by the Employer (whether or not under salary reduction agreement) or mandatory payments made by the Employer to the Employee under the applicable law of the jurisdiction in which the Employer of this Employee is located or the Employee is employed or resides.

(j) “Designated Subsidiaries” shall mean those Subsidiaries whose Employees have been designated by the Board, in its sole discretion, as eligible to participate in the Plan.

(k) “Election Period” shall mean the period during which Participants in the Plan authorize payroll deductions or provide alternative contributions to fund the purchase of Shares on their behalf under the Plan pursuant to the right to purchase Shares granted to them hereunder. Alternative contributions for the purpose of this Plan shall mean payment of contributions to fund the purchase of Shares under the Plan pursuant to the right to purchase Shares granted to the Participants hereunder through such other means as authorized by the Committee, including, but not limited to, personal checks of the Participants. As determined by the Committee, Election Periods may vary from country to country, or from Designated Subsidiary to Designated Subsidiary.

(l) “Eligible Employee” shall mean subject to the applicable Local Law, an Employee of a Designated Subsidiary with one (1) year service on an Enrollment Date. Employees of Designated Subsidiaries that have become Subsidiaries by reason of having been acquired by the Company or a Subsidiary and companies that have been merged with the Company or a Subsidiary may, at the discretion of the Committee, receive credit for the time they have worked for such acquired or merged company prior to its affiliation with the Company or the Designated Subsidiary.

The Committee in its sole discretion may determine that the following Employees shall not be Eligible Employees under the Plan:

(i) Unless otherwise required by the applicable Local Law, Employees whose customary employment is less than 20 hours per week or who are employed for less than five months in any calendar year;

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(ii) Employees who are not actively employed by the Employer at the beginning of a six-month Election Period, including Employees who are on disability, or leave of absence;

(iii) Any Employee who would own more than five (5) percent of the common stock in the Company immediately after the Share purchase opportunity is granted to them under the Plan. Shares that the Employee may purchase under all outstanding stock options or such other share-based compensation plan of the Company shall be treated as stock owned by the Employee for such purposes, even though the option is not presently exercisable or the Shares are not presently receivable by the Employee;

(iv) Employees who are subject to Section 16(a) of the 1934 Act; and

(v) Employees who are eligible to participate or who participate in the Company’s 1989 Employee Stock Purchase Plan.

(m) “Employee” shall subject to the applicable Local Law :

(i) an individual who is a regular full time or part time employee of the Employer as defined under the applicable Local Law;

(ii) an individual who work schedule and is normally included in the authorized staffing targets and budget of the Employer; and

(iii) an individual who has been hired on a temporary contract but who is expected to fill a permanent staffing need.

Unless otherwise required by the applicable Local Law, Employee shall not include unionized Employees as defined by the regular practices of the Employer.

(n) “Employer” means, individually and collectively, the Company, a Designated Subsidiary and the Designated Subsidiaries.

(o) “Enrollment Period” shall mean the period immediately preceding the Election Period that is designated by the Committee in its discretion as the period during which an Eligible Employee may elect to participate in the Plan.

(p) “Holding Period” shall mean the period during which the Participant is not permitted to transfer, sell, pledge or otherwise deal in the Shares credited to the Participant’s Plan Account. Unless otherwise required by the applicable Local Law, there is no Holding Period for the purposes of this Plan.

(q) “Local Law” shall mean the laws of the jurisdiction in which the Employer is incorporated or located or where the Employee or Participant is employed or resides including but not limited to the securities regulatory body requirements and the taxation requirements of that same jurisdiction.

(r) “1934 Act” shall mean the United States Securities Exchange Act of 1934, as amended, and currently in effect, or any successor body of federal securities law in the United States.

(s) “Participant” shall mean any Eligible Employee who has elected to participate in the Plan for an Election Period by authorizing payroll deductions or by making alternative contributions and following all applicable procedures established by the Committee during the Enrollment Period for such Election Period.

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(t) “Plan” shall mean this Jacobs Engineering Group 2001 Global Employee Stock Purchase Plan and Addenda hereof; as amended from time to time.

(u) “Plan Account” shall mean the individual account established for each Participant for purposes of accounting for and/or holding each Participant’s payroll deductions, alternative contributions, Shares, etc. The Plan Account may be a book keeping account or a brokerage account, or such other account as determined by the Committee.

(v) “Plan Year” shall mean the period of twelve (12) calendar months commencing on September 1 each year or such other period as determined by the Committee.

(w) “Purchase Period” shall mean a period within an Election Period of such duration and commencing on such date as the Committee may, in its absolute discretion, approve.

(x) “Purchase Price” shall mean, for each Share purchased in accordance with Paragraph 9 hereof, an amount equal to ninety-five percent (95%) of the Closing Value of a Share on the last Trading Day in a Purchase Period.

Provided, however, that the Committee may, in its sole discretion, approve, in lieu of the foregoing formula for determining the Purchase Price, the Closing Value on the last Trading Day of the Purchase Period multiplied by any percentage figure from eighty-five percent (85%) to one-hundred percent (100%) as selected by the Committee.

The Purchase Price as determined hereunder may be in respect of one or more countries and for one or more Purchase Periods and shall remain in effect until changed by the Committee.

In no event, however, may the Committee select a Purchase Price that would be lower than that allowed under Section 423(b)(6) of the Code or any successor section.

(y) “Shares” means shares of common stock, par value $1.00 per share, of the Company.

(z) “Subsidiary” shall mean a corporation or other entity, domestic or foreign, of which not less than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary (except for the U.K. in which this term shall mean a corporation or other entity, domestic or foreign, of which more than fifty percent (50%) ownership of the voting shares are held by the Company or a Subsidiary) whether or not such corporation or other entity now exists or is hereafter organized or acquired by the Company or a Subsidiary (or as otherwise may be defined in Code Section 424).

(aa) “Trading Day” shall mean a day on which The New York Stock Exchange is open for trading.

3. Participation

Participation in the Plan is voluntary. All Eligible Employees of an Employer are eligible to participate in the Plan. All Eligible Employees granted rights to purchase Shares hereunder shall have the same rights and privileges as every other such Eligible Employee and only Eligible Employees of an Employer satisfying the applicable requirements of the Plan will be entitled to participate in the Plan.

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4. Enrollment and Election Periods

(a) Enrolling in the Plan. To participate in the Plan, an Eligible Employee must enroll in the Plan. Enrollment for a given Election Period will take place during the Enrollment Period for such Election Period. The Committee shall designate the initial Enrollment Period and each subsequent Enrollment Periods and the Election Periods to which each Enrollment Period relates. Participation in the Plan with respect to any one or more of the Election Periods shall neither limit nor require participation in the Plan for any other Election Period.

(b) The Election Period. Any Employee who is an Eligible Employee and who desires to be granted rights to purchase Shares hereunder must enroll, in accordance with the procedures established by the Committee, during an Enrollment Period. Such authorization shall be effective for the Election Period immediately following such Enrollment Period.

The duration of an Election Period shall be determined by the Committee prior to the Enrollment Period; provided, however, that if the Committee terminates the Plan during an Election Period, pursuant to its authority in Paragraph 17 of the Plan, such Election Period and any associated Purchase Period shall be deemed to end on the date the Plan is terminated. The termination of the Plan and the Election Period shall end the Participant’s rights to contribute amounts to the Plan or continue participation in the Election Period. The date of termination of the Plan shall be deemed to be the final day of a Purchase Period for the purposes of determining the Purchase Price under the Purchase Period and all amounts contributed during the Purchase Period will be used as of such termination date to purchase Shares in accordance with the provisions of Paragraph 8 of this Plan or alternatively, at the sole discretion of the Committee, refunded in cash without interest or with interest where required under the applicable Local Law.

The Committee may designate one or more Election Periods during each Plan Year during the term of this Plan. Any such Election Period may commence and end in different Plan Years. On the first day or the first Trading Day of each Election Period, as determined by the Committee, each Participant shall be granted a right to purchase Shares under the Plan. Each right granted hereunder shall expire at the end of the Election Period for which it was granted. In no event may a right granted hereunder be exercised later than the period of time specified in section 423(b)(7)(B) of the Code. Except as otherwise provided in Paragraph 9, a right to purchase Shares granted under the Plan shall be treated as exercised on the last Trading Day of each Election Period.

(c) Changing Enrollment. The offering of Shares pursuant to rights granted under the Plan shall occur only during an Election Period and shall be made only to Participants. Once an Eligible Employee is enrolled in the Plan, the Committee or the Employer will inform the Administrator of such fact.

Once enrolled, a Participant shall continue to participate in the Plan for each successive Election Period (s) until he or she terminates his or her participation by revoking his or her payroll deduction authorization or by revoking his or her alternative contribution authorization or not contributing his or her alternative contributions or ceases to be an Eligible Employee;

Once a Participant has elected to participate under the Plan, that Participant’s payroll deduction authorization or alternative contribution authorization shall apply to all subsequent Election Periods unless and until the Participant ceases to be an Eligible Employee or the Participant changes or terminates said authorization.

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Unless otherwise required by the applicable Local Law if a Participant desires to change his or her rate of contribution during an Election Period such change shall be effective for the next Election Period and only if such change is made by the Participant by giving a notice to the Committee or the Employer in the manner established by the Committee.

5. Term of Plan

This Plan shall be in effect from September 1, 2001, and end on August 31, 2011.

6. Number and Type of Shares to Be Made Available Under The Plan

Subject to adjustment as provided in Paragraph 16 hereof, the total number of Shares made available for purchase by Participants granted rights which are exercised under Paragraph 9 hereof is, three hundred thousand (300,000) Shares, which may consist of authorized but unissued shares, treasury shares, or shares purchased by the company in the open market. The provisions of Paragraph 9(d) shall control in the event the number of Shares covered by rights which are exercised for any Purchase Period exceeds the number of Shares available for sale under the Plan. If all of the Shares authorized for sale under the Plan have been sold, the Plan shall either be continued through additional authorizations of Shares made by the Board (such authorizations must, however, comply with Paragraph 17 hereof), or shall be terminated in accordance with Paragraph 17 hereof.

7. Use of Funds

All payroll deductions or alternative contributions received or held by an Employer under the Plan will be used to purchase Shares in accordance with the provisions of this Plan. Any amounts held by an Employer or other party holding amounts in connection with or as a result of payroll deductions or alternative contributions made pursuant to the Plan and pending the purchase of Shares hereunder shall be considered a non-interest-bearing, unsecured indebtedness extended to the Employer or other party by the Participants, unless otherwise required under the applicable Local Law. Administrative expenses of the Plan shall be allocated to each Participant’s Plan Account unless the Employer pays such expenses.

8. Amount of Contribution; Method of Payment

(a) Payroll Deduction or Alternative Contribution. Except as otherwise specifically provided herein, the Purchase Price will be payable by each Participant by means of payroll deduction or alternative contribution. The payroll deduction or alternative contribution shall be in increments of one percent (1%). Unless otherwise authorized by the Committee, the minimum payroll deduction or alternative contribution permitted shall be an amount equal to two percent (2%) of a Participant’s Compensation and the maximum payroll deduction or alternative contribution shall be an amount equal to fifteen percent (15%) of a Participant’s Compensation. In any event, the total payroll deduction or alternative contribution permitted to be made by any Participant in any calendar year shall be limited to the sum of legal currency equivalent of U.S. $25,000 as specified under Section 423(b)(8)(C), or such other amount as Section 423(b)(8)(C) of the Code, or any successor section, may hereafter allow. The actual percentage of Compensation to be deducted or contributed shall be specified by a Participant in his or her authorization to participate in the Plan. Unless otherwise

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authorized by the Committee, Participant may not deposit any separate cash payments into their Plan Accounts.

Payroll deductions will commence with the first payroll issued during the Election Period and will, except as otherwise provided herein, continue with each payroll throughout the entire Election Period, except for pay periods for which such Participant receives no Compensation. A pay period which ends at such time that it is administratively impracticable to credit any payroll for such pay period to the then current Election Period will be credited in its entirety to the immediately subsequent Election Period. A pay period that overlaps Election Periods will be credited in its entirety to the Election Period in which it is paid. Alternative contributions will be made in accordance with the procedure established by the Committee.

(b) Application of Withholding Rules. Payroll deductions or alternative contributions shall be retained by the Employer or other party, designated by the Committee or the Employer as the case may be, until applied to the purchase of Shares as described in Paragraph 9 hereof and the satisfaction of any related withholding obligations (including any employment tax obligations) under the applicable Local Law.

At the time the Shares are purchased, or at the time some or all of the Shares issued under the Plan are disposed of, Participants must make adequate provision for the Employer’s tax withholding obligations (including any employment tax obligations), if any, which arise in any applicable jurisdiction upon the purchase or disposition of the Shares. Subject to the applicable Local Law, and the Holding Period, if any, the Employer may instruct the Administrator to dispose or sell such number of Shares (credited to the Participant’s Plan Account) to raise the amount necessary, or may withhold from each Participant’s Compensation the amount necessary, to enable the Employer to meet applicable withholding obligations, including any withholding required to make available to the Employer any tax deductions or benefits attributable to the sale or early disposition of Shares by the Participant. Each Participant, as a condition of participating under the Plan, agrees to bear responsibility for all taxes required to be withheld in any applicable jurisdiction from his or her Compensation as well as the Participant’s portion of applicable social security or similar such taxes, with respect to any Compensation arising on account of the purchase or disposition of Shares. The Employer may increase income and/or employment tax withholding on a Participant’s Compensation after the purchase or disposition of Shares in order to comply with the applicable tax laws in any jurisdiction, and each Participant agrees to sign any and all appropriate documents to facilitate such withholding.

9. Purchasing, Transferring Shares

(a) Maintenance of Plan Account. Upon the exercise of a Participant’s initial right to purchase Shares under the Plan, the Administrator shall establish a Plan Account in the name of such Participant. At the close of each Purchase Period, the aggregate amount deducted during such Purchase Period by the Employer from a Participant’s Compensation by way of payroll deduction or alternative contributions made to the Plan by the Participant (and credited to an account maintained by the Employer or other party) and interest, if any, payable under the applicable Local Law will be communicated by the Employer to the Administrator. The Company shall convert the said payroll deductions or alternative contributions into US dollars in accordance with the process and at the rate established by the Committee. The Administrator shall thereupon credit to the Participant’s Plan

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Account such US dollars. As of the last day of each Purchase Period, or as soon thereafter as is administratively practicable, each Participant’s right to purchase Shares will be exercised automatically for him or her by the Administrator with respect to those amounts reported to the Administrator by the Committee or Employer as credited to that Participant’s Plan Account. On the date of exercise, the amount then credited to the Participant’s Plan Account for the purpose of purchasing Shares hereunder will be divided by the Purchase Price and there shall be credited to the Participant’s Plan Account by the Administrator the number of whole Shares which results.

The Administrator shall hold in its name, or in the name of its nominee, all Shares so purchased by Participants under the Plan. Participation in the Plan, purchase, ownership and sale of Shares under the Plan, is subject to risk of fluctuation in Shares’ price and currency exchange.

(c) Insufficient Funds for Whole Shares. In the event that the amount credited to Participant’s Plan Account is not exactly equal to the Purchase Price for a whole number of Shares, then any excess amount may be refunded to the Participant without interest or where required by the applicable Local Law with interest, or may be used to purchase Shares in the subsequent Purchase Periods, as determined by the Committee.

(d) Insufficient Number of Available Shares. In the event the number of Shares covered by rights which are exercised for any Purchase Period exceeds the number of Shares available for sale under the Plan, the number of Shares actually available for sale hereunder shall be allocated by the Administrator among the Participants in proportion to the amount then credited to each Participant’s Plan Account over the total amount then credited to all Participant’s Plan Accounts. Any excess amounts withheld and credited to Participants’ Plan Accounts then shall be returned to the Participants as soon as is administratively practicable without interest or with interest where required by the applicable Local Law.

(e) Handling Excess Shares. In the event that the number of Shares which would be credited to any Participant’s Plan Account in any Purchase Period exceeds the limit specified in Paragraph 2(l)(iii) hereof, such Participant’s Plan Account shall be credited with the maximum number of Shares permissible, and the remaining amounts will be refunded in cash as soon as administratively practicable without interest or with interest where required by the applicable Local Law or used to purchase Shares in the subsequent Purchase Periods, as determined by the Committee.

10. Dividends and Other Distributions

(a) Subject to the applicable Local Law, cash dividends and other cash distributions and stock dividend or other non-cash distributions received by the Administrator on Shares held in custody hereunder will be credited to the Plan Account of an individual Participants in accordance with such Participant’s interest in the Shares with respect to which such dividends or distributions are paid.

(b) Cash dividends or cash distributions will be paid in cash to the Participant as soon as administratively possible, after receipt thereof by the Administrator.

(c) Stock dividend and other non-cash distribution of property will be subject to the similar Holding Period, if any applicable to the Shares with respect to which the same is declared.

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(d) Tax Responsibilities. The Administrator shall report to each Participant (or Eligible Employee with a Plan Account) the amount of dividends credited to his or her Plan Account. Subjecting the stock dividend or other non-cash distributions to the Holding Period requirement will not relieve a Participant (or Eligible Employee with Plan Account) of any income or other tax that may be due on or with respect to such dividend or other non-cash distribution of property.

11. Voting of Shares

A Participant shall have no interest or voting rights in the Shares until such time as the Shares are credited to the Participant’s Plan Account. Shares held for a Participant (or Eligible Employee) in his or her Plan Account will be voted in accordance with the Participant’s (or the Eligible Employee’s) express direction. In the absence of any such directions such Shares will not be voted.

12. In-Service Distribution or Sale of Shares

(a) Sale of Shares. Subject to the provisions of Paragraph 20 hereof, a Participant may at any time after the end of the Holding Period, if any, and without withdrawing from the Plan, by giving notice to the Administrator, direct the Administrator to sell all or part of the Shares held on behalf of the Participant. Upon receipt of such a notice, the Administrator shall, as soon as practicable after receipt of such notice, sell such Shares and transmit the net proceeds of such sale (less any bank service fees, brokerage charges, transfer or withholding taxes, and any other transaction fee, expense or cost) to the Participant.

(b) In-Service Share Distributions. A Participant may after the end of the Holding Period, if any, and without withdrawing from the Plan, request that a certificate for all or part of the whole number of Shares held in his or her Plan Account be sent to him or her as described in Paragraph 9(a) above. All such requests must be submitted in writing to the Administrator. The Administrator may impose a reasonable charge, to be paid by the Participant, for each stock certificate so issued.

13. Cessation of Active Participation

A Participant may during the Enrollment Period, by giving notice to the Committee or the Employer, in the manner established by the Committee, revoke his or her authorization for payroll deduction or alternative contribution for the Election Period to which such Enrollment Period relates. Unless otherwise required by the applicable Local Law, a Participant may not terminate his or participation by revoking his or her authorization for payroll deduction or alternative contribution or not contributing his or her alternative contributions for the Election Period after such Election Period has commenced. If a Participant terminates his or her participation in the Plan during an Election Period, such termination shall be effective for the next Election Period, and only if such change is made by the Participant by giving notice to the Committee or the Employer in the manner established by the Committee.

14. Termination of Employment or Cessation on Eligible Employee

In the event that a Participant ceases to be employed by the Company or a Designated Subsidiary for any reason, including death, disability, retirement or voluntary or involuntary termination, or ceases to be an Eligible Employee, then the Participant’s rights under the Plan shall terminate.

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Except as provided in Paragraph 15, below, the Company shall as soon as administratively possible, refund to the Participant without interest or where required by the applicable Local Law with interest the payroll deductions or alternative contributions made by the Participant during the Purchase Period in which such termination of employment or cessation of eligibility occurs, unless such payroll deductions or alternative contributions have already been used to purchase Shares in respect of that Purchase Period.

15. Assignment

The payroll deductions, or alternative contributions or interest where payable under the applicable Local Law credited to a Participant’s Plan Account, or any rights to purchase Shares under the Plan may not be assigned, alienated, transferred, pledged, or otherwise disposed of in any way by a Participant other than by will or the laws of descent and distribution. Any such assignment, alienation, transfer, pledge, or other disposition shall be without effect, except that the Committee may treat such act as an election to withdraw from the Plan. A Participant’s right to purchase Shares under this Plan may be exercisable during the Participant’s lifetime only by the Participant. A Participant’s Plan Account shall be payable to the Participant’s estate upon his or her death in accordance with the applicable law of death and descent and distribution.

16. Adjustment of and Changes in Shares

If at any time after the effective date of the Plan the Company shall subdivide or reclassify the Shares with respect to which a purchase right has been or may be granted under the Plan, or shall declare thereon any stock split or dividend payable in Shares, or shall alter the capital structure of the Shares or the Company in any similar manner, then the number and class of Shares held in the Plan and which may thereafter be subject to the Share purchase right granted under the Plan (in the aggregate and to any Participant) shall be adjusted accordingly, and in the case of each right outstanding at the time of any such action, the number and class of Shares which may thereafter be purchased pursuant to such right and the Purchase Price shall be adjusted accordingly, as necessary to preserve the rights of the holder(s) of such Shares and right(s).

17. Amendment or Termination of the Plan

The Committee shall have the right, at any time, to amend, modify or terminate the Plan without notice; provided, however, that no Participant’s existing rights shall be adversely affected by any such amendment, modification or termination, except to comply with the applicable Local Law, stock exchange rules or accounting rules.

Notwithstanding the foregoing, the Committee shall have the right to terminate the Plan with respect to all future payroll deductions or alternative contributions and related purchases at any time. Such termination of the Plan shall also terminate any current Election Period and any associated Purchase Period in accordance with Paragraph 4 of the Plan.

18. Designation of Subsidiaries

Subsidiaries may be added as Designated Subsidiaries by the Committee in its sole discretion from time to time.

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19. Operating Regulations

The Committee may make regulations for the operation of the Plan that are not inconsistent with these rules to apply to Employees and Participants who are employed or resident outside of the United States of America (provided such regulations are not in violation of the applicable Local Law) including, but not limited to, regulations in respect of those matters set out at Paragraphs 2(d), 2(h), 2(k), 2(l), 4, 7, 9, 13, 14, 17 and 20 hereof. Regulations shall be made by way of Addendum.

20. Administration

(a) Administration. The Plan shall be administered by the Committee. The Committee shall be responsible for the administration of all matters under the Plan which have not been delegated to the Administrator. The Committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Any rule or regulation adopted by the Committee shall remain in full force and effect unless and until altered, amended or repealed by the Committee.

(b) Specific Responsibilities. The Committee’s responsibilities shall include, but shall not be limited to:

(i) interpreting the Plan (including issues relating to the definition and application of “Compensation”);

(ii) identifying and compiling a list of persons who are Eligible Employees for an Election Period;

(iii) identifying those Eligible Employees not entitled to be granted rights or other rights for an Election Period on account of the limitations described in Paragraph 2(k)(iii) hereof;

(iv) providing to Participants upon request Company financial statements which are publicly available; and

(v) delivering to the Participants stock certificates, subject to Holding Period, if any, representing the Shares purchased or credited to the Participant’s Plan Account.

The Committee may from time to time adopt rules and regulations for carrying out the terms of the Plan. Interpretation or construction of any provision of the Plan by the Committee shall be final and conclusive on all persons, absent specific and contrary action taken by the Board. Any interpretation or construction of any provision of the Plan by the Committee or the Board shall be final and conclusive.

21. Securities Law and Other Restrictions

Notwithstanding any provision of the Plan to the contrary, no payroll deductions or alternative contributions shall take place and no Shares may be purchased or sold under the Plan until a registration statement has been filed and become effective with respect to the issuance of the Shares covered by the Plan under the Act and any other required action has been taken under any other applicable Local Law of the jurisdiction in which the Employer of the Employee is located or the Employee is employed or resides. Prior to the effectiveness of such registration statement, Shares subject to purchase under the Plan may be offered to Eligible Employees only pursuant to an

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exemption from the registration requirements of the Act and pursuant to any other action that is required under any applicable Local Law.

22. No Independent Employees’ Rights

Nothing in the Plan shall be construed to be a contract of employment between an Employer or its parent or any Subsidiary and any Employee, or any group or category of Employees (whether for a definite or specific duration or otherwise), or to prevent the Employer, its parent or any Subsidiary from terminating any Employee’s employment at any time, in accordance with the applicable Local Law. Nothing in this Plan shall be construed as conferring any rights of a shareholder in any Employee or any other person until the Shares are credited to the Plan Account.

23. Applicable Law

(a) Section 423 of the Code. The Plan shall be construed, administered and governed having regard to Section 423 of the Code.

(b) Other Applicable Law. Subject to Paragraph 23(a) hereof, the Plan shall be construed, administered and governed in all respects under the laws of the State of California.

24. Merger or Consolidation

Each outstanding purchase right will automatically be exercised immediately prior to the effective date of any Corporate Transaction (as defined below), by applying the accumulated payroll deductions or alternative contributions and interest where payable under the applicable Local Law, of each Participant for the Purchase Period in which such Corporate Transaction occurs to the purchase of whole Shares at the Purchase Price for such Purchase Period by treating the day immediately prior to the effective date of any Corporate Transaction as the last Trading Day of the Purchase Period, unless the Committee determines, in the exercise of its sole discretion, to establish an earlier date as the last Trading Day of the Purchase Period, or to provide that purchase rights shall be assumed by a successor entity that is a party to the Corporate Transaction or terminate the Plan as of the end of the Purchase Period immediately preceding the effective date of the Corporate Transaction and promptly refund to Participants all payroll deductions or alternative contributions and interest where payable under the applicable Local Law accumulated through such effective date. The applicable limitation on the number of whole Shares purchasable per Participant will continue to apply to any purchase made hereunder. With respect to Shares acquired prior to or in connection with a Corporate Transaction, each Participant will thereafter be entitled to receive as soon as practicable following the effective date of such Corporate Transaction the securities or property which a holder of Shares of the Company was entitled to receive in connection with such Corporate Transaction. For purposes of this Paragraph 23, “Corporate Transaction” shall mean a transaction by which the Company is acquired by merger or sale of all or substantially all of the Company’s assets or outstanding voting stock.

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I.    Addenda

Page 16

EX-10.7

Exhibit 10.7

JACOBS ENGINEERING GROUP INC.

1995 EXECUTIVE DEFERRAL PLAN

(EDP)

Effective January 1, 1995

1995 EXECUTIVE DEFERRAL PLAN

OF

JACOBS ENGINEERING GROUP INC.

Purpose

The purpose of this plan is to provide specified benefits to a select group of key employees who contribute materially to the continued growth, development and future business success of JACOBS ENGINEERING GROUP INC. and its subsidiaries.

Article 1

Definitions

For purposes hereof, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.2 “Account Balance” shall mean the sum of (i) the Deferral Amount and (ii) interest credited in accordance with all the applicable interest crediting provisions of this Plan, less all distributions made in accordance with the Plan.

1.3 “Annual Bonus” shall mean any compensation paid under any discretionary or formula bonus plan sponsored by the Employer.

1.4 “Base Annual Salary” shall mean the annual compensation that is to be paid to a Participant for each Plan Year, determined as the first day of that year, excluding bonuses, commissions, overtime and non-monetary awards for employment services to the Employer.

1.5 “Beneficiary” shall mean the person or persons, or the estate of a Participant, designated in accordance with Article 9, who is entitled to receive benefits under this Plan upon the death of a Participant.

1.6 “Beneficiary Designation Form” shall mean the form established from time to time by the Board that Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.7 “Board” shall mean the Board of Directors of the Company.

1.8 “Change in Control” shall have the meaning set forth in Section 13.4.

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1.9 “Claimant” shall have the meaning set forth in Section 17.1

1.10 “Committee” shall mean the administrative committee appointed to manage and administer the Plan in accordance with the provisions of Article 16.

1.11 “Company” shall mean JACOBS ENGINEERING GROUP INC.

1.12 “Continuing Director” shall mean a director described in Section 13.4(b).

1.13 “CRSS” Plan” shall mean the CRSS Inc. Senior Management Deferred Compensation Plan, a nonqualified deferred compensation plan in which a Participant who was a CRSS employee prior to becoming an Employee participated and received a distribution in 1995.

1.14 “Deferral Amount” shall be the sum of all of Participant’s Base Annual Salary deferrals, Annual Bonus deferrals and, if applicable, Directors Fees deferrals.

1.15 “Deferral Commitment Period” shall mean the period described in Section 3.4 of this Plan.

1.16 “Director” shall mean any member of the Board.

1.17 “Directors Fees” shall mean the annual fees paid by the Company, including retainer fees and meetings fees, as compensation for serving on the Board.

1.18 “Disability” shall mean a period of disability during which a Participant qualifies for benefits under the Company’s or any of its subsidiaries’ long-term disability program.

1.19 “Election Form” shall mean the form established from time to time by the Board that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.20 “Employee” shall mean any person who is in the regular full-time employment of an Employer as determined by the personnel policies and practices of the Employer.

1.21 “Employer” shall mean the Company and any subsidiaries of the Company that have been selected by the Board to participate in the Plan.

1.22 “Moody’s Rate” shall mean the interest rate determined and announced by the Committee at any time before the commencement of each Plan Year. The Moody’s Rate for a Plan Year shall be the most current monthly “Seasoned Corporate Bond” rate published by Moody’s Investors Service, Inc. or any successor to that service, available prior to the announcement by the Committee. The Seasoned Corporate Bond rate is an economic indicator, based on an arithmetic average of the yields of representative bonds, including industrials, public utilities, Aaa, A and Baa bonds, and is calculated as a monthly average of the composite yield.

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1.23 “Participant” shall mean any Employee or Director who (i) is selected to participate in the Plan, (ii) elects to participate in the Plan, (iii) signs a Plan Agreement, an Election Form, a Beneficiary Designation Form and a Spousal Consent Form, (iv) the signed Plan Agreement, Election Form, Beneficiary Designation Form and Spousal Consent Form are returned to and accepted by the Committee and (v) neither the Plan nor the Plan Agreement has terminated.

1.24 “Participation Year” shall mean with respect to any Participant, any Plan Year in which a Participant is at any time during such year a Participant. Notwithstanding the previous sentence, “Participation Year” shall not include any years prior to the first Plan Year in which a Participant actually has any amount deferred under this Plan.

1.25 “Plan” shall mean the 1995 Executive Deferral Plan of the Employer which is defined by this instrument and by each Plan Agreement.

1.26 “Plan Agreement” shall mean the form of written agreement which is entered into by and between the Employer and a Participant. Each Plan Agreement executed by a Participant shall provide for the entire benefit to which such Participant is entitled to under the Plan, and the Plan Agreement bearing the latest date shall govern such entitlement.

1.27 The “Plan Year” shall begin on January 1 of each year and continue through December 31 of the same year.

1.28 “Pre-Retirement Distribution” shall mean the distribution provided for in Article 4.

1.29 “Retirement Benefit” shall mean the retirement benefit provided for in Article 5.

1.30 “Retirement Date” shall be the earlier of the first day of the month in which the Participant (i) attains the age of sixty-five (65), (ii) is sixty (60) years of age or older and has completed ten (10) Years of Service, or (iii) is terminated as a result of a long-term disability under the Employer’s policies and practices.

1.31 “Retirement Distribution Date” shall mean the last day of the month in which the Participant has both (i) reached or passed his or her Retirement Date and (ii) has actually ceased being an Employee or Director other than by death.

1.32 “Survivor’s Benefit” shall mean the benefit provided for in Article 6.

1.33 “Termination Benefit” shall mean the termination benefit provided for in Section 7.2.

1.34 “Termination of Employment” shall mean with respect to an Employer or Director the cessation of employment or a Director’s position, as the case may be, voluntarily or involuntarily, and, except as provided in Article 8 and Article 10, shall exclude cessation

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as a result of an authorized leave of absence, retirement, Disability or death. If a Participant is both an Employee and a Director, Termination of Employment shall occur only upon the termination of last held position.

1.35 “Trust” shall mean the trust established pursuant to that certain Trust Agreement, dated as of June 1, 1991, between the Company and the Trustee named therein, as amended from time to time.

1.36 “Unforeseeable Financial Emergency” shall have the meaning set forth in Section 3.8(b).

1.37 “Years of Service” shall mean the total number of years, that a Participant is an Employee or a Director, including, without limitation, periods of Disability and leaves of absence prior to Termination of Employment, as provided under Article 8 and Article 10.

Article 2

Eligibility

2.1 Eligibility and Participation. The Committee, in its sole discretion, shall establish eligibility qualifications for participation in the Plan. Participation shall be limited to a select group of management and highly compensated employees of the Employer.

2.2 Enrollment Requirements. As a condition of participation, each Participant so selected shall complete, sign and return to the Committee a Plan Agreement, an Election Form, a Beneficiary Designation Form and a Spousal consent Form and shall comply with all further conditions that may be established by the Committee.

Article 3

Deferral Commitments

3.1 Minimum Deferral. A Participant must defer during each Plan Year of the Deferral Commitment Period at least one of the following minimum amounts:

(a) In the case of an Employee, $2,000 of his or her Base Salary; or

(b) In the case of a Director who is not an Employee, a percentage that is anticipated to equal $2,000 of his or her Directors Fees.

A Participant shall not be permitted to defer any portion of his or her Annual Bonus unless he or she meets one of the minimum Deferral requirements set forth in this Section. If a Participant first becomes a Participant after the first day of a Plan Year, or in the case of the first Plan Year of the Plan itself, at the election of the Employee on the Election Form, the minimum deferral described in (a) shall be an amount equal to $2,000,

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multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2 Maximum Deferral. For each Plan Year of the Deferral Commitment Period, subject to the provisions of Section 3.6, a Participant may defer:

Deferral of	Maximum Percentage
Base Annual Salary	50%
Directors Fees	100%
Annual Bonus	50%

A Participant who received a distribution from the CRSS Plan may defer from his Base Annual Salary an amount equal to the CRSS Plan distribution, even if it exceeds the 50% maximum percentage above. Further, the 50% Base Annual Salary maximum percentage may be exceeded until a Participant has completely offset the CRSS Plan distribution. Accordingly, a Participant must notify the Committee of the amount of his or her distribution under the CRSS Plan within five (5) days of receipt of the distribution.

3.3 Fixed Deferral Amount. Except as provided in Section 3.6, the annual deferral selected by a Participant shall be the same for each Plan Year of the Deferral Commitment Period. A Base Annual Salary deferral shall be a fixed dollar amount, and an Annual Bonus or Directors Fees deferral shall be a fixed percentage of the applicable annual bonus or fee. In no event shall an annual deferral amount be decreased during the Deferral Commitment Period. An annual deferral amount may only be increased (i) prior to the commencement of the Plan Year to which such annual deferral amount relates and (ii) with the approval of the Committee.

3.4 Deferral Commitment Period. The “Deferral Commitment Period” for each Participant shall be a fixed period of four (4) consecutive Plan Years commencing with the 1995 Plan Year unless otherwise designated by the Committee.

3.5 Withholding of Deferral Amounts. The portion of the Base Annual Salary elected to be deferred annually shall be withheld in equal amounts over the Plan Year. The portion of Annual Bonus and Directors Fees being deferred shall be withheld at the time of the Annual Bonus or Directors Fees would otherwise be paid to the Participant.

3.6 FICA Taxes. For each Plan Year of the Deferral Commitment Period, the Employer shall withhold from that portion of the Participant’s Base Annual Salary and/or Annual Bonus that is not being deferred, the Participant’s share of FICA taxes based on an amount equal to the Base Annual Salary and/or Annual Bonus before reduction by the amount deferred. If necessary, the Committee shall reduce the amount deferred in order to comply with this Section 3.6.

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3.7 Interest Crediting Prior to Distribution

(a) Except as provided in Section 3.7(b) and Section 3.7(c) below, interest shall be credited annually on a Participants Account Balance at 125% of the Moody’s Rate. For purposes of this crediting, all amounts deferred during a Plan Year. Such interest crediting shall be made up to the date of the pre-Retirement Distribution, the Retirement Date the date of the Participant’s death or the date of Termination of Employment, depending on whether the benefit is paid under Article 4, 5, 6 or 7, respectively.

(b) In the event of a Termination of Employment, interest shall be credited in the manner provided in Section 3.7(a), but at the rate provided for in Section 7.2

(c) In the event of a Participant’s suicide within twenty-four months of the first deferral of any Deferral Commitment period, interest shall be credited in accordance with Section 6.4. After the first twenty-four months, interest will be credited in accordance with Sections 3.7(a) and 3.7(b) above.

3.8 Hardship

(a) If a Participant experiences on Unforeseeable Financial Emergency as described in Section 3.8(b) below, the Participant may petition the Committee to (i) suspend any deferrals required by the Plan Agreement and/or (ii) receive a distribution from the Plan. Any approval of such a petition shall be made at the sole discretion of the Committee. If the Committee approves a distribution, the distribution shall be made within sixty (60) days of the date of approval. The distribution may not exceed the Participant’s Account Balance as of the last day of the month prior to the date of the Committee’s approval of the petition, calculated as if such Participant were receiving a Termination Benefit as of such date.

(b) An “Unforeseeable Financial Emergency” shall mean an unexpected need for cash arising from an illness, casualty loss, sudden financial reversal, transfer of place of employment or other such unforeseeable occurrence, all as determined in the sole discretion of the Committee.

Article 4

Pre-Retirement Distribution

4.1 Eligibility for Pre-Retirement Distribution. A Participant may elect to receive a Pre-Retirement Distribution from the Plan to be received in or after the eighth Participation Year. This election shall be irrevocable and shall be made on the Election Form, which form is to be delivered to the Committee prior to the commencement of the Deferral Commitment Period.

4.2 Amount of Distribution. The amount of the Pre-Retirement Distribution shall be any amount not to exceed the electing Participant’s Account Balance at the end of the Participation Year prior to the Participation Year selected on the Election Form for the distribution. The Pre-Retirement Distribution may not be made prior to the eighth (8^th) Participation Year. At the election of the Participant (on the Election Form), this amount

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shall be distributed or, in the case of installment payments, shall start distribution within ninety (90) days of the January 1^st of the Participation Year selected on the Election Form in one of the following manners:

(a) In a lump equal to the Total Account Balance at the end of the Participation Year prior to the Participation Year selected on the Election Form for the distribution; or

(b) In a lump sum equal to a fixed dollar amount. Such fixed dollar amount shall be chosen by the Participant on the Election Form. Any remaining amounts in the Account Balance, after completion of the Pre-Retirement Distribution, shall remain in the Plan to be paid under the other provisions of the Plan; or

(c) In four or fewer annual consecutive installments of a fixed dollar amount. Such fixed dollar amount shall be chosen by the Participant on the Election Form. Interest on the unpaid Account Balance shall be credited at 125% of Moody’s. Any remaining amounts in the Account Balance, after completion of the Pre-Retirement Distribution, shall remain in the Plan to be paid under the other provisions of the Plan; or

(d) In four or fewer annual consecutive installments so that the total Account Balance is completely distributed over the elected installment period. Interest on the unpaid Account Balance shall be credited at 125% of Moody’s.

If the amount of Pre-Retirement Distribution elected by the Participant exceeds the total Account Balance at any time during the Pre-Retirement Distribution period, only the amount remaining in the Account Balance shall be distributed to the Participant and the Employer shall have no further liability under the Plan.

Article 5

Retirement Benefit

5.1 Eligibility for Retirement Benefit. If the Participant ceases to be an Employee or a Director for any reason other than death, including without limitation, retirement or a Termination of Employment after the Retirement Date, the Employer shall pay the Retirement Benefit to the Participant (or his or her Beneficiary) as provided in Section 5.2 and Section 5.3 below.

5.2 Retirement Benefit – Method of Payment. The Retirement Benefit may be paid in a lump sum, or in installments over a period of 60, 120, or 180 months at the sole discretion of the Committee. The lump sum payment shall be made, or installment payments shall commence, within sixty (60) days of the Retirement Distribution Date and in the case of installment payments, shall continue until the Retirement Benefit is paid in full.

5.3 Retirement Benefit – Amount. If the Retirement Benefit is paid in a lump sum, it shall be the retired Participant’s Account Balance determined as of the Retirement Distribution Date. If the Retirement Benefit is paid in installments, it shall be a constant monthly

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payment, determined at the beginning of each Plan Year by monthly amortization of the remaining Account Balance over the remaining payment period. Interest on the unpaid balance will be credited for the remaining periods at 125% of the Moody’s Rate established for each of the subsequent Plan Years.

5.4 Death Prior to Completion of Retirement Benefit. If the Participant dies after the Retirement Date and prior to the completion of the Retirement Benefit payments, the retired Participant’s designated Beneficiary will receive any unpaid Retirement Benefit payments due the Participant, either at the times they were to be received by the Participant, or in a lump sum, as determined by the Committee in its sole discretion. If this Section 5.4 applies, a designated Beneficiary shall not be entitled to any benefits provided for under Article 6.

Article 6

Survivor Benefit

6.1 Eligibility for Survivor’s Benefit. If a Participant dies before the Retirement Date and before Termination of Employment, the Employer shall pay the Survivor’s Benefit to the deceased Participant’s Beneficiary, provided that all of the following conditions are met.

(a) the Participant’s death was determined not to be from a bodily or mental cause or causes, the information about which was withheld, knowingly concealed, or falsely provided by the Participant, when requested by the Employer to furnish evidence of good health; and

(b) proof of the Participant’s death is furnished to the Committee in such form as determined acceptable by the Committee.

6.2 Survivor’s Benefit – Method of Payment. The Survivor’s Benefit may be paid in a lump sum, or in installments over a period of 60, 120, or 180 months at the sole discretion of the Committee. The lump sum payment shall be made, or installment payments shall commence within sixty (60) days of the date the Participant dies and in the case of installment payments, shall continue until the Survivor’s Benefit is paid in full.

6.3 Survivor’s Benefit – Amount. If the Survivor’s Benefit is paid in a lump sum, it shall be the retired Participant’s Account Balance determined as of the date the Participant died. If the Survivor’s Benefit is paid in installments, it shall be a constant monthly payment, determined at the beginning of each Plan Year by monthly amortization of the remaining Account Balance over the remaining payment period. Interest on the unpaid balance will be credited for the remaining periods at 125% of the Moody’s Rate established for each of the subsequent Plan Years.

6.4 Suicide. In the event of a Participant’s suicide within twenty-four months of the first deferral of any Deferral Commitment Period, the Employer shall be obligated to pay to the Participant’s designated Beneficiary the Participant’s portion of the Deferral Amount, without interest, and no other Survivor’s Benefit shall be payable.

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Article 7

Termination Benefit

7.1 Eligibility for Termination Benefit. If a Participant experiences a Termination of Employment prior to the Retirement Date, the Employer shall pay to the Participant the Termination Benefit.

7.2 Termination Benefit. The Termination Benefit is a sum equal to the Participant’s Account Balance determined as provided in this Section 7.2, as of the date of Termination of Employment, and shall be paid in a lump sum within ninety (90) days following the Termination of Employment. In determining the Account Balance for purposes of this Article 7 only, interest shall be calculated in the manner provided in Section 3.7(a) above.

Number of Participation Years	Interest Crediting Rate
For Employees:
Less than 2 years More than 2 but less than 7 7 or more	0 Moody’s Rate 125% of Moody’s Rate
For Directors:
All years	125% of Moody’s Rate

In the event a Participant is both an Employee and Director, interest shall be credited under the Employee schedule.

Article 8

Disability

8.1 Eligibility for Disability Waiver. If a Participant suffers a Disability during any Plan Year during the Deferral Commitment Period, the Participant’s annual deferral amount for that Plan Year or any subsequent Plan Year shall, except as provided in this Section 8.1, be as set forth in his or her Election Form for the first six (6) months that a Participant suffers from a Disability and shall be satisfied from supplemental sources of disability income as provided by either the Company or the Participant. If a Participant’s Disability exceeds six (6) consecutive months, the Participant shall be excused from making any additional deferrals while he or she is suffering from a Disability.

8.2 Benefits. A Participant suffering a Disability, but not terminated as a result of long-term disability under the Employer’s policies and practices, shall continue to be considered a

9

participant and shall be eligible for the benefits provided for in Articles 4, 5, 6 or 7 in accordance with the provisions of those Articles.

8.3 Long-Term Disability – Termination. For a Participant who is terminated as a result of disability under the Employer’s policies and practices, the provisions of Article 5 shall apply for purposes of Account Balance distribution and interest crediting.

Article 9

Beneficiary

9.1 Beneficiary. Each Participant shall have the right, at any time, to designate any person or persons as his or her Beneficiary or Beneficiaries (both primary as well as contingent) to receive any benefits payable under the Plan to a Beneficiary upon the death of a Participant.

9.2 Beneficiary Designation: Change: Spousal Consent. A Participant shall designate his or her Beneficiary or Beneficiaries by completing and signing the Beneficiary Designation Form, and returning it to eh Committee. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. Regardless of who the Participant names as his or her Beneficiary, a spousal consent, in the form designated by the Committee, must be signed by that Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

9.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received, accepted and acknowledged in writing by the Committee.

9.4 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate.

9.5 Doubt as to Beneficiary. If the Committee has any doubt as to proper Beneficiary to receive payments pursuant to this Plan, they shall have the right to withhold such payments until this matter is resolved to their satisfaction.

9.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Employer from all further obligations under this Plan with respect to the deceased Participant and all of his or her Beneficiaries.

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Article 10

Leave of Absence

10.1 Authorized Leave of Absence. If a Participant is authorized by the Employer for any reason to take a paid leave of absence from employment, such Participant shall continue to be considered employed as an Employee or Director and shall be required to maintain the level of deferrals set forth in his or her Plan Agreement in order to keep the Plan Agreement in full force and effect. If such leave of absence is unpaid, the Participant shall continue to be considered employed as an Employee or Director and will be excused from making deferrals until the unpaid leave of absence ends; provided, however, that if the unpaid leave of absence continues beyond three consecutive months, the Participant shall be treated as having incurred a Termination of Employment as of the end of such three month period and the Participant shall receive the Termination Benefit in accordance with Article 7. In the case of a conflict between this Article 10 and Article 8, Article 8 shall prevail.

Article 11

Employer/Participant Liability

11.1 General Assets. Amounts payable to a Participant shall be paid from the general assets of the Employer exclusively.

11.2 Employer’s Liability. The Employer’s liability for the payment of benefits shall be defined only by this Plan, as entered into between the Employer and a Participant.

11.3 Limitation of Obligation. The Employer shall have no obligation to a Participant under the Plan, except as expressly provided for in the Plan.

11.4 Participant Cooperation. The Participant must cooperate with the Employer and the Committee in furnishing all information requested by the Employer and/or Committee in order to facilitate the payment of benefits, and the administration and operations of this Plan. Such information may include taking a physical examination, or other actions, and such cooperation shall extend beyond the termination of the Plan Agreement and the Employee’s Participation in the Plan.

11.5 Unsecured General Creditor. Participants, their Beneficiaries and their permitted heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Employer. Any and all of the Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. The Employer’s obligations under the Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the future.

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Article 12

No Guarantee of Employment

12.1 No Guarantee of Employment. Nothing in this Agreement shall be construed as altering in any manner the employment relationship with an Employee or Director, which is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, with or without cause, unless otherwise expressly provided in a written employment agreement. All terms and conditions of an Employee’s or Director’s current employment shall remain the same. Nothing in this Plan creates, or is meant to create, any obligation on the part of the Employer to keep an Employee or Director employed by the Employer or not to terminate an Employee or Director at any time and for any reason.

Article 13

Termination, Amendment or Modification of the Plan

13.1 Termination. The Company reserves the right to terminate the Plan at any time. Upon termination of the Plan, the Participant’s Account Balance shall be paid out in accordance with the benefits that the Participant would receive if there had occurred a Termination of Employment with respect to the participant on the date of Plan termination or, if such termination occurs after the Retirement Date, the Participant had retired on the date of Plan termination. Notwithstanding the above, the termination of the Plan shall no affect any Participant or Beneficiary who has become entitled to the payment of benefits u

13.2 Amendment. The Company may, at any time, amend or modify the Plan in whole or in part, provided, however, that no amendment or modification shall be effective to decrease or restrict a Participant’s Account Balance in existence at the time the amendment or modification is made, calculated as if there had occurred a Termination of Employment with respect to such Participant as of the effective date of the amendment or, if such amendment occurs after the Retirement Date, the Participant had retired as of the effective date of the amendment. The amendment or modification of the Plan shall no affect any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification.

13.3 Termination of Plan Agreement. Absent the earlier termination, modification or amendment of the Plan, the Plan Agreement of any Participant shall terminate upon the full payment of the applicable benefit provided under Articles 4, 5, 6, or 7, as the case may be.

13.4 Change in Control.

(a) All benefits accrued under the Plan as of the date of Change of Control shall thereafter be paid in accordance with the terms and conditions of this Plan. However, if at any time during a period of three years following a Change of Control of the Company, the employment of a participant by the Employer is terminated (i) by the Employer for any reason other than for Cause, or (ii) by the Participant for just reason then all benefits, including all interest at the full 125% of Moody’s rate shall apply and not at the rates applicable in Section 7.2. Such amounts will thereupon be immediately due and payable in full, less any withholdings required by law, to such Participant, and within ten business days

12

thereafter the Employer, or any successor corporate of the Employer shall deliver payment of such Account Balance to such participant.

A Participant shall be deemed to have terminated his or her employment for just reason if he or she resigns voluntarily after a demotion, a material reduction in his or her authority or responsibility or any reduction in his or her compensation or after being notified of a relocation of his or her work place that would materially increase the commuting distance from his or her then current principal residence.

A Participant shall be deemed to have been terminated by the Employer for cause only if such participant has been terminated by reason of (i) a willful failure by such Participant to substantially perform his or her duties other than a failure resulting from the Participant’s incapacity due to physical or mental illness, or (ii) a willful act by the Participant that constitutes gross misconduct and is materially injurious to the Employer. No act or failure to act by a Participant shall be considered “willful” unless committed without good faith and without a reasonable belief that the act of omission was in best interests of the Employer.

(b) As used in this Plan, “Change of Control” means the occurrence of any of the following events:

(i) Any “person” (as such term in used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, hereinafter “Person) becomes the beneficial owner, directly or indirectly, of securities of the Company representing twenty-five percent (25%) 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;

(ii) A change in the composition of the Board as a result of which fewer than two-thirds (2/3^rds) of the incumbent directors a Continuing Directors; or

(iii) A change of control that would be required to be reported in a proxy statement pursuant to Item 5(f) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934.

An individual shall be considered a “Continuing Director” on a particular date if he or she either (i) had been a member of the Board twenty-four (24) months prior to such date or (ii) was elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the members of the Board twenty-four (24) months prior to such date and who were still in office at the time of the election or nomination.

13.5 Termination, Modification or Amendment Following Change in Control. Following a Change in Control, neither the Company, any subsidiary of the Company nor any corporate, trust or other Person that succeeds to all or any substantial portion of the assets of the Company shall have the right to terminate, modify, or amend a Plan Agreement in effect prior to such Change in Control, and all benefits under such Plan Agreement shall

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thereafter be paid in accordance with the terms of such Plan Agreement as in effect immediately prior to such Change in Control. Any provision of this Plan to the contrary shall be construed in accordance with this Section 13.5.

13.6 Legal Fees to Enforce Rights After Change in Control. The Company is aware that upon the occurrence of a Change in Control, the Board (which might then be composed of new members) or a shareholder of the Company or of any successor corporation might then cause or attempt to cause the Company or such successor to refuse to comply with its obligations under the Plan and might cause or attempt to cause the Company to institute, or may institute, litigation seeking to deny Participants the benefits intended under the Plan. In these circumstances, the purpose of the Plan could be frustrated. It is the intent of the Company that Participants not be required to incur the expenses associated with the enforcement of their rights under the Plan by litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Participants hereunder, and that Participants not be bound to negotiate any settlement of their rights under threat of incurring such expenses. Accordingly, if, following a Change in Control, it should appear to any Participant that the Company has failed to comply with any of its obligations under the Plan or any agreement thereunder or, if the Company or any other Person takes any action to declare the Plan or any agreement hereunder void or unenforceable or institutes any litigation or other legal action designed to deny, diminish or to recover from any Participant the benefits intended to be provided to each Participant under the Plan, and such Participant has substantially complied with all of his or her obligations under the Plan and any such agreement, then the Company irrevocable authorizes such Participant from time to retain counsel of his or her choice at the expense of the Company to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, shareholder o other person affiliated with the Company or any successor thererto in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocable consents to each Participant for all reasonable fees and expenses of counsel selected by such Participant from time to time on a regular, periodic basis from presentation of a statement or statements prepared by such counsel in accordance with its customary practices up to a maximum aggregate amount of $500,000.

13.7 Vesting. Notwithstanding anything that may be construed to the contrary in this Plan, a Participant shall at all times be 100% vested in his or her Deferral Amount.

Article 14

Other Benefits and Agreements

14.1 Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise by expressly provided.

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Article 15

Restrictions on Alienation of Benefits

15.1 Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt, the amounts if any, payable hereunder, or any part thereof. No part of the amounts payable shall, prior to actual payment, be subject to any claims of creditors and, in particular, they shall not be subject to attachment, garnishment, seizure or sequestration by any creditor for the payment of any debts, judgments, obligations, alimony or separate maintenance owed by a Participant.

Article 16

Administration of the Plan

16.1 Committee Administration. The general administration of this Plan, as well as construction and interpretation thereof, shall be the responsibility of the Committee, the number of members of which shall be designated and appointed from time to time by, and shall serve at the pleasure of the Board.

16.2 Committee Authority. Subject to the Plan, the Committee shall from time to time establish rules, forms and procedures for the administration of the Plan. Except as otherwise expressly provided, the Committee shall have the exclusive right to interpret the Plan and to decide any and all matters arising thereunder. The Committee’s decisions shall be conclusive and binding upon all persons having or claiming to have any right or interest under the Plan.

16.3 Committee Indemnity. No member of the Committee shall be liable for any act or omission of any other member of the Committee, nor for any act or omission on his own part, excepting his or her own willful misconduct. The Employer shall indemnify and save harmless each member of the Committee against any and all expenses and liabilities arising out of his or her membership on the Committee, with the exception of expenses and liabilities arising out of his or her own willful misconduct.

16.4 Employer’s Obligations to the Committee. To enable the Committee to perform its functions, each Employer shall supply full and timely information to the Committee on all matters relating to the compensation of all Participants, their retirement, death, Disability or Termination of Employment, and such other pertinent facts as the Committee may require.

16.5 Committee Discretion in Payment Schedule. The Committee shall also have the power, at its sole discretion, to change them manner and timing of payments to be made to a Participant or Participant’s Beneficiary from that set forth in the Participant’s Plan Agreement, if requested to do so by such Participant or Beneficiary.

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Article 17

Claims Procedures

17.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts (i) credited to (or deducted from) such Claimant’s Participant’s Account Balance, or (ii) distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. The claim must state with particularity the determination desired by the Claimant.

17.2 Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, and shall notify the Claimant in writing:

(a) that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 17.3.

17.3 Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. Thereafter, but not later that thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly authorized representative):

(a) may review pertinent documents;

(b) may submit written comments or other documents; and/or

(c) may request a hearing, which the Committee, in its sole discretion, may grant.

17.4 Decision on Review. The Committee shall render its decision on review promptly, and not later than sixty (60) days after the filing of a written request for review of the denial, unless a hearing is held or other special circumstances require additional time, in which

16

case the Committee’s decision must be rendered within 120 days after such a date. Such decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the decision was based; and

(c) such other matters as the Committee deems relevant.

Article 18

Trust

18.1 Establishment of the Trust. The Company shall establish the Trust. The Employer shall at least annually transfer over to the Trust such assets as the Committee determines, in its sole discretion, are necessary to provide for the Employer’s future liabilities created with respect to the Deferral Amounts and interest credits for that year.

18.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employer, Participant and the creditors of the Employer to the assets transferred to the Trust. The Employer shall at all times remain liable to carry out its obligations under the Plan. The Employer’s obligations under the Plan may be satisfied with Trust Assets distributed pursuant to the terms of the Trust.

Article 19

Miscellaneous

19.1 Notice. Any notice given under the Plan shall be in writing and shall be mailed to:

JACOBS ENGINEERING GROUP INC.

Employee Benefits

1111 South Arroyo Parkway

Pasadena, California 91105

19.2 Successors. The Plan shall be binding upon the Employer and its respective successors or assigns, and upon a Participant, the Participant’s Beneficiaries and the Participant’s permitted assigns, heirs, executors and administrators.

19.3 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

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19.4 Governing Law. The Plan and Plan Agreement shall be governed by and construed under the laws of the State of California, as in effect at the time of their adoptions and executions, respectively.

19.5 Pronouns. Masculine pronouns wherever used shall include feminine pronouns and the singular shall include the plural.

19.6 Headings. The headings of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

19.7 Validity. In the event any provision of this Plan shall be illegal or invalid for any reason, the illegality or invalidity of that provision shall not affect the remaining parts hereof, but his Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

IN WITNESS WHEREOF JACOBS ENGINEERING GROUP INC. has signed this Plan document this 1st day of January, 1995.

“Company”
JACOBS ENGINEERING GROUP INC.
By:	/s/ John W. Prosser, Jr.
Title:	Senior Vice President, Finance and Administration

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Craig L. Martin, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 of Jacobs Engineering Group Inc.;

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 officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. 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

d. 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 officer(s) 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 functions):

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.

/s/ Craig L. Martin

Craig L. Martin

Chief Executive Officer

July 29, 2009

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John W. Prosser, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 of Jacobs Engineering Group Inc.;

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 officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and 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. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. 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

d. 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 officer(s) 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 functions):

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.

/s/ John W. Prosser Jr.

John W. Prosser, Jr.

Chief Financial Officer

July 29, 2009

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jacobs Engineering Group Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig L. Martin, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Craig L. Martin

Craig L. Martin

Chief Executive Officer

July 29, 2009

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jacobs Engineering Group Inc. (the “Company”) on Form 10-Q for the quarter ended July 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John W. Prosser, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John W. Prosser Jr.

John W. Prosser, Jr.

Executive Vice President,

Finance and Administration

July 29, 2009

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.