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Incentive Bonus Plan For Officers and Key Managers - Jacobs Engineering Group Inc.

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                         JACOBS ENGINEERING GROUP INC.

                             INCENTIVE BONUS PLAN
                         FOR OFFICERS AND KEY MANAGERS

Summary of the Program

The Jacobs Engineering Group Inc. Incentive Bonus Plan for Officers and Key
Managers (the "Bonus Plan") is designed to cover all officers and key managers
of Jacobs Engineering Group Inc. (the "Company") and its subsidiaries. Key
managers are normally defined as management level personnel who do not normally
receive overtime compensation and who have been approved for participation by
the President of the Company and the Chairman of the Board of Directors of the

Each year a bonus pool will be determined by formula. The Compensation Committee
may designate up to 5 percent of the pool to be set aside to fund charitable
and/or civic activities. Contributions to such charities and/or civic activities
from this fund shall be determined by a committee consisting of the Chairman of
the Board, President and Chief Financial Officer and shall be in the interests
of the Company and its officers and employees. From the pool, 70 percent, less
the amount designated above for charitable and/or civic activities, will be
allocated to participants in the Bonus Plan, and 30 percent will be reserved for
distribution to nonparticipating employees who have made an outstanding
contribution during the year. The allocation of the participant's portion of the
pool will be 50 percent by formula and 50 percent at the sole discretion of the
President and the Chairman. The allocation of the nonparticipant's portion of
the pool is at the sole and complete discretion of the President and Chairman of
the Board.

Bonuses will be paid in three annual installments unless the Company and the
participant involved mutually agree to a different arrangement. The first
installment will be paid approximately three months after the close of the first
fiscal year to which it pertains. A participant must be employed by the Company
or one of its subsidiaries at the time each installment is paid since it is the
intention of the Bonus Plan that the bonus is not only for services performed in
a particular year, but also for services to be rendered in the years when future
installments are to be paid. In other words, the bonus reflects a recognition of
services rendered and to be rendered. If an employee is a participant in the
Bonus Plan for less than a full year, the measure of his bonus will be
chronologically prorated.

Bonus Pool Formula

The bonus pool would be established as a percentage of pretax earnings above a
preset trigger point. The trigger will be established by the Board of Directors
at the beginning of each fiscal year. The trigger point for 1995 has been set at
12 percent of the Company's consolidated net worth at the middle of the fiscal
year. Once the trigger point is reached, the bonus pool would accrue at 20
percent of pretax income in excess of the trigger point. When pretax earnings
reach two times the trigger point, the


Jacobs Engineering Group Inc.
Incentive Bonus Plan
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accrual would increase to 25 percent of pretax income in excess of two times the
trigger point. The percentage rate used for calculating the trigger point will
be established each year based on economic and market conditions in effect at
that time.

Allocation of Bonus Pool

Thirty percent of the bonus pool will be reserved for nonparticipants in the
Bonus Plan. The balance of the pool will be allocated to the Bonus Plan
participants, 50 percent based on their weighted salary (see table below) versus
the total weighted salaries of all participants of the Bonus Plan and 50 percent
at the sole discretion of the President and Chairman. The weighted salaries will
be determined by multiplying the salary earned while a participant in the Bonus
Plan times the following weighting factors:

            Level                            Weighting Factor
    --------------------                   -------------------
    Executive Officers                              4
    Group and Senior Officers                       3
    Other Officers                                  2
    Managers                                        1

If a participant moves from one level to another during the year, the different
weighting factors would be applied to the salary earned at each level

Modification and Termination

This Bonus Plan is provided at the discretion of Jacobs Engineering Group Inc.
Nothing in the Bonus Plan shall be construed as creating an employment
relationship between any participant and the Company and its subsidiaries. The
Company has the exclusive right to modify the Bonus Plan, in whole or in part,
or to terminate the Bonus Plan entirely. The Company has the exclusive right to
administer the Bonus Plan, to interpret it, and to decide any and all matters
arising thereunder.