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                                                                   Exhibit 10.10

                         AECOM TECHNOLOGY CORPORATION

                   Amended and Restated Performance Unit Plan

1.   Purpose
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     AECOM Technology Corporation (the "Corporation") has established this
     Performance Unit Plan (the "PUP") to further the long-term, profitable
     growth of the Corporation and its subsidiaries (collectively, the
     "Company") by offering a long-term incentive in addition to current
     compensation to key employees of the Company who will be largely
     responsible for such growth to the benefit of the Company's shareholders.
     It is expected that this PUP will encourage such employees to remain with
     the Company and will also encourage qualified persons to seek and accept
     employment with the Company.

2.   Stock Subject to this PUP
     -------------------------

     Any shares of Common Stock, par value $0.01 per share ("Common Stock"), of
     the Corporation used for purposes of this PUP may be in whole or in part,
     as the Board of Directors of the Corporation ("Board of Directors") may
     from time to time determine, authorized and unissued shares of Common Stock
     or issued shares of Common Stock reacquired by the Corporation.

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3.   Administration
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     This PUP shall be administered by a committee (the "Committee") appointed
     by the Board of Directors to administer the PUP, and any successor
     committee of the Board of Directors with similar functions, and shall
     consist of two or more members (or such greater number as may be required
     under applicable law) each of whom shall, to the extent required by
     applicable law, be "disinterested" within the meaning of applicable
     regulatory requirements (including those promulgated under Section 16 of
     the Securities Exchange Act of 1934 which Act is hereinafter referred to as
     the "Act").  The Board of Directors may at any time take action under the
     PUP in place of the Committee, provided that a majority of the members of
     the Board of Directors shall, to the extent required by applicable law, be
     "disinterested" (within the meaning set forth above) when taking such
     action.

     Action of the committee with respect to the administration of this PUP
     shall be taken pursuant to a majority vote or the written consent of all of
     its members.  In the event action by the Committee is taken by written
     consent of all of its members, the action by the Committee shall be deemed
     to have been taken at the time specified in the consent or, if none is
     specified, at the time of the last signature.  The Committee may delegate
     administrative functions to individuals who are officers or employees of
     the Company.

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     Subject to the express provisions of this PUP, the Committee shall have the
     authority to construe and interpret this PUP and any agreements defining
     the rights and obligations of the Company and each individual who receives
     awards under the PUP (a "Participant"), to further define the terms used in
     this PUP, to prescribe, amend and rescind rules and regulations relating to
     the administration of this PUP, to determine the duration and purposes of
     leaves of absence which may be granted to Participants without constituting
     a termination of their employment for purposes of this PUP and to make all
     other determinations necessary or advisable for the administration of this
     PUP.  The determinations of the Committee on the foregoing matters shall be
     conclusive.

     Any action taken by, or inaction of, the Corporation, any subsidiary, the
     board of Directors or the Committee relating to this PUP shall be within
     the absolute discretion of that entity or body and shall be conclusive and
     binding upon all persons.  No member of the Board of Directors or
     Committee, or officer of the Corporation or Subsidiary, shall be liable for
     any such action or inaction of the entity or body, of another person or,
     except in circumstances involving bad faith, of himself or herself.
     Subject only to compliance with the express provisions hereof, the Board of
     Directors and the Committee may act in their absolute discretion in matters
     related to this PUP.

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4.   Eligibility
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     Officers and key employees of the Company shall be eligible to become
     Participants by receiving an award of performance units under the PUP.  A
     Participant may receive one or more awards of performance units as the
     Committee shall from time to time determine, and such determination may be
     different as to different Participants and may vary as to different awards.
     A director of the Company who is not also an officer or key employee of the
     Company shall not be eligible to receive an award.  Nothing contained in
     this PUP shall be construed to limit the right of the Company to grant
     performance units or other forms of incentive compensation otherwise than
     under this PUP.

     Nothing contained in this PUP (or in any documents related to this PUP or
     to awards) shall confer upon any Participant under the PUP any right to
     continue in the employ of the Company or constitute any contract or
     agreement of employment, or interfere in any way with the right of the
     Company to reduce such person's compensation or to terminate the employment
     of such Participant, with or without cause, but nothing contained in this
     PUP or any document related thereto shall affect any other contractual
     right of any Participant.

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5.   Award of Performance Units
     --------------------------

     a.   Performance units awarded to a Participant shall be contingent upon
          future performance of the Company and/or of the Participant's division
          or company. The Committee shall establish the performance measures
          applicable to such performance and the time period over which such
          performance shall be measured. Such measures may include, but shall
          not be limited to, earnings before interest expense, taxes, and ESOP
          contributions; return on equity; cash flow; or return on investment.

          The performance measures determined by the Committee shall be
          established not later than ninety (90) days after the beginning of
          each performance period but may be subject to such later revisions as
          the Committee shall deem appropriate.

     b.   In determining the number of performance units to be awarded, the
          Committee may take into account a Participant's responsibility level,
          performance, potential, cash compensation level, incentive
          compensation awards and such other considerations as it deems
          appropriate. Each award shall be established in dollars and the number
          of performance units therein shall be based on the Employee's base
          salary on the date of the award. The original amount of any award
          shall not exceed

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          200% of the Participant's base salary; the amount paid out upon
          meeting the performance measures shall not exceed the original amount
          of such award; and notwithstanding any other provisions of the PUP to
          the contrary, the total amount of actual payments under the PUP for
          each award period shall not exceed 4% of the Corporation's
          stockholders' equity at the end of the fiscal year coinciding with the
          last day of the award period. The actual payment to each Participant
          receiving an award for a performance period shall be reduced on a pro
          rata basis if necessary to comply with the foregoing limitation on
          total payments. An award of performance units may be reduced by the
          Committee if required to avoid the occurrence of an event of default
          under the Credit Agreement among AECOM Technology Corporation, Bank of
          America N.T. & S.A. and the other Banks listed therein, and dated
          March 2, 1994 (an event of default under such Agreement being
          hereinafter referred to as an "Event of Default"). An award which has
          been reduced pursuant to the preceding sentence may be reinstated at
          any time during the applicable performance period.

     c.   An award of performance units to a Participant shall terminate for all
          purposes if he does not remain continuously in the employ of AECOM
          Technology Corporation at all times during his performance period,
          except in the case of death or retirement under an AECOM Technology
          Corporation pension plan (including early

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          retirement at the request of AECOM Technology Corporation), except as
          may otherwise be determined by the Committee under particular
          circumstances. A Participant (or his estate) whose employment was
          terminated because of death or retirement as aforesaid shall be
          entitled to receive a pro rata portion of the payment of his award
          based upon the portion of the performance period during which he was
          so employed, all as the Committee shall determine in each case.

     d.   Payment with respect to performance units will be made to Participants
          on a date or dates fixed by the Committee but commencing not earlier
          than four years after the start of the performance period established
          when such units were awarded. Payment shall be made in two equal
          annual installments and may be made wholly in cash, wholly in shares
          of Common Stock or partly in cash and partly in such shares, all at
          the discretion of the Committee. Cash payment of an award of
          performance units will not be made if notice of Default has been
          received or an Event of Default has occurred; payment in shares of
          Common Stock may, but need not, be made in such event. If the notice
          or Event of Default appears likely to be cured or waived in the near
          term, the AECOM Board of Directors may defer payment until the notice
          or Event of Default has been cured or waived.

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          If payment of an award of performance units is to be made in cash or
          partly in cash, the amount of cash to be paid to a Participant on any
          payment date shall be the original dollar amount (or the part thereof
          determined by the Committee to be paid in cash) of such award,
          adjusted with respect to the meeting of the performance measures for
          such award.  If payment of an award of performance units is to be made
          in shares of Common Stock or partly in such shares, the number of
          shares of Common Stock to be delivered to a Participant on any payment
          date shall be determined by dividing the original dollar amount (or
          the part thereof determined by the Committee to be delivered in
          shares) of such award, adjusted with respect to the meeting of the
          performance measures for such award, by the fair market value of one
          share of Common Stock as determined for purposes of the Company's
          Stock Investment Plan, as of the valuation date coinciding with the
          last day of the performance period.

     e.   This PUP, the granting of awards under this PUP and the issuance or
          transfer of shares of Common Stock (and/or the payment of money)
          pursuant thereto are subject to all applicable Federal and state laws,
          rules and regulations and to such approvals by any regulatory or
          governmental agency (including without limitation "no action"
          positions of the Securities and Exchange Commission) which may, in the
          opinion of counsel for the Corporation, be necessary or advisable in
          connection therewith.

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          Without limiting the generality of the foregoing, no awards may be
          granted under this PUP, and no shares shall be issued by the
          Corporation, nor cash payments made by the Corporation, pursuant to or
          in connection with any such award, unless and until, in each such
          case, all legal requirements applicable to the issuance or payment
          have, in the opinion of counsel to the Corporation, been complied
          with. In connection with any stock issuance or transfer, the person
          acquiring the shares shall, if requested by the Corporation, give
          assurances satisfactory to counsel to the Corporation in respect of
          such matters as the Corporation may deem desirable to assure
          compliance with all applicable legal requirements and the
          Corporation's Restated Certificate of Incorporation.

     f.   The Company shall have the right to deduct from any payment hereunder
          any amounts that Federal, state, local or foreign tax laws required to
          be withheld with respect to such payment but, in the alternative, the
          Participant may prior to the payment of any award, pay such amounts to
          the Company in cash or in shares of Common Stock (which shall be
          valued at their fair market value on the date of payment). There is no
          obligation under this PUP that any Participant be advised of the
          existence of the tax or the amount required to be withheld. Without
          limiting the generality of the foregoing, in any case where it
          determines that a tax is required to be withheld

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          in connection with the issuance or transfer of shares of Common Stock
          under this PUP, the Company may, pursuant to such rules as the
          Committee may establish, reduce the number of such shares so issued or
          transferred by such number of shares as the Company may deem
          appropriate in its sole discretion to accomplish such withholding.
          Notwithstanding any other provision of this PUP, the Committee may
          impose such conditions on the payment of any withholding obligation as
          may be required to satisfy applicable regulatory requirements,
          including, without limitation, Rule 16b-3 promulgated by the
          Securities and Exchange Commission.

     g.   For purposes of this paragraph g, the term "Event" shall mean any of
          the following events:

          i)   Approval by the stockholders of the Corporation of the
               dissolution or liquidation of the Corporation;

          ii)  Approval by the stockholders of the Corporation of an agreement
               to merge or consolidate, or otherwise reorganize, with or into
               one or more entities which are not subsidiaries, as a result of
               which less than 50% of the outstanding voting securities of the
               surviving or resulting entity are, or are to be, owned by former
               stockholders of the Corporation (excluding from the term "former
               stockholders" a stockholder who is, or as a result of the

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               transaction in question becomes, an "affiliate",  as that term is
               used  in the Act and the  Rules  promulgated  thereunder,  of any
               party to such merger, consolidation or reorganization); or

          iii) Approval by the stockholders of the Corporation of the sale of
               substantially all of the Corporation's business and/or assets to
               a person or entity which is not a Subsidiary.

          Upon the occurrence of an Event, the performance period shall be
          deemed terminated and the determination as to whether the performance
          targets have been achieved shall be made as of the end of the fiscal
          quarter immediately preceding the date of the Event.  In the event
          that the performance targets have been achieved, the Participant shall
          be entitled to a prorated portion of the performance units, which
          shall be determined by multiplying the number of performance units
          awarded by a fraction, the numerator of which is the number of days of
          the performance period which have elapsed prior to the date of the
          Event, and the denominator of which is the number of days in the total
          performance period.  Full payment of the prorated number of
          performance units shall be made, in cash, not later than 30 days after
          the date of the Event.

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     For purposes of this paragraph g, the term "Subsidiary" shall mean any
     corporation or other entity a majority or more of whose outstanding voting
     stock or voting power is beneficially owned directly or indirectly by the
     Corporation.

6.   General Provisions
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     a.   Amounts payable pursuant to an award under the PUP shall be paid only
          to the Participant or the Participant's legal representative or, in
          the event of the Participant's death, to the Participant's beneficiary
          or estate. Other than by will or the laws of descent and distribution,
          no benefit payable under, or interest in, this PUP shall be subject in
          any manner to anticipation, alienation, sale, transfer, assignment,
          pledge, encumbrance or charge and any such attempted action shall be
          void and no such benefit or interest shall be, in any manner, liable
          for, or subject to, debts, contract, liabilities, engagements or torts
          of any Participant. The Committee shall disregard any attempt at
          transfer, assignment or other alienation prohibited by the preceding
          sentence and shall pay or deliver such cash or shares of Common Stock
          in accordance with the provisions of this PUP.

     b.   No Participant or other person shall have any right, title or interest
          in any fund or in any specific asset

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          (including shares of Common Stock) of the Company by reason of any
          award granted hereunder. There shall be no funding of any benefits
          which may become payable hereunder. Neither the provisions of this PUP
          (or of any documents related hereto), nor the creation or adoption of
          this PUP, nor any action taken pursuant to the provisions of this PUP
          shall create, or be construed to create, a trust of any kind or a
          fiduciary relationship between the Company and any Participant or
          other person. To the extent that a Participant or other person
          acquires a right to receive any benefit hereunder, such right shall be
          no greater than the right of any unsecured general creditor of the
          Company. Amounts payable under this PUP shall be paid from the general
          assets of the Corporation, and no special or separate fund or deposit
          shall be established and no segregation of assets shall be made to
          assure payment of such amounts. Nothing in this PUP shall be deemed to
          give any Participant any right to participate in this PUP except in
          accordance herewith.

     c.   This PUP and the documents evidencing awards and all other related
          documents shall be governed by, and construed in accordance with, the
          laws of the State of California. If any provision shall be held by a
          court of competent jurisdiction to be invalid and unenforceable, the
          remaining provisions of this PUP shall continue to be fully effective.

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     d.   Notwithstanding anything contained herein to the contrary, any payment
          provided for herein in the form of Common Stock may, at the
          Committee's sole and absolute discretion, be paid in the form of
          credits to the Participant's Supplemental Salary Deferral Account
          under the Corporation's Stock Purchase Plan, in the form of Common
          Stock Uuits and, in such event, the term "Common Stock" as used
          throughout this PUP shall mean and include Common Stock Units.

7.   Term of PUP, Amendment and Termination
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     Unless previously terminated by the Board of Directors or the Committee,
     this PUP shall terminate at the close of business on the tenth anniversary
     of the adoption of the PUP, and no awards shall be granted under the PUP
     thereafter, but such termination shall not affect any award theretofore
     granted.

     The Board of Directors may, at any time, terminate or, from time to time,
     amend, modify or suspend this PUP (or any part thereof). In addition, the
     Committee may, from time to time, amend or modify any provision of this
     PUP. The Committee, with the consent of the Participant, may make such
     modifications of the terms and conditions of a Participant's award under
     the PUP as it shall deem advisable. No awards may be granted under the PUP
     during any suspension of the PUP or after its termination. The amendment,
     suspension or

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     termination of this PUP shall not, without the consent of the Participant,
     alter or impair any rights or obligations pertaining to any awards granted
     under this PUP prior to such amendment, suspension or termination.

IN WITNESS WHEREOF, the Corporation has caused this Performance Unit Plan to be
executed as of the 2nd day of December, 1994.

                              AECOM TECHNOLOGY CORPORATION

                              By: /s/ Richard G. Newman
                                 ------------------------------------

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                                                                       EXHIBIT B
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                                POLICY MEMORANDUM
                            Fiscal 1995 - Fiscal 1998
                            -------------------------


          The AECOM Technology Corporation Performance Unit Plan (the "PUP")
provides that selected employees of AECOM Technology Corporation and its
subsidiaries (the "Company") will be awarded performance units which are earned
if certain performance objectives are met over the performance period, which in
this case shall consist of fiscal 1995 through fiscal 1998 (the "Performance
Period"). Moreover, any Performance Period awards actually earned by the
participants as a group are subject to an aggregate payment limitation as
provided in the PUP.

          The actual value of each Performance Unit under this grant shall be
determined as of the end of the Performance Period by the Committee of the Board
that administers the PUP, taking into account the performance objectives set
forth in Exhibit I hereto. In the event any unusual or extraordinary events
occur or changes are made in AECOM's operations during the Performance Period,
the Committee has plenary authority to adjust these performance measurements,
either individually, or by groups of participants similarly situated, and may
elect in its sole discretion to do so without consultation or prior notice.
Payments under this grant shall be subject to deferral or reduction in
accordance with the provisions of the PUP. These provisions limit overall
payments under the PUP and restrict payment if a Notice of Default has been
received or an Event of Default has occurred.

          You will receive payment of the total value, as of the end of the
Performance Period, of the Performance Units awarded under this grant in two
equal annual installments in each of the two calendar years immediately
following the end of the Performance Period. Payment with respect to performance
units may be made wholly in cash, wholly in shares of Common Stock, or partly in
cash and partly in such shares, all at the discretion of the Committee. The
future value of your performance award is dependent upon the performance of the
Company.

          Under present Federal tax laws and regulations, payment of any award
earned under the PUP will be subject to taxation as ordinary income in the year
in which paid.

          Participation in the PUP does not assure your continued employment
with the Company. Your participation in the PUP confers no rights other than the
right to receive payment of the value of your Performance Units if the
performance objectives are met and if you remain an employee of the Company
throughout the Performance Period.

          Unless the Committee otherwise determines, you will be entitled to
receive your earned performance award only if you are

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an employee of the Company throughout the Performance Period and the ensuing
two-year payout period. In the event of your death or normal retirement,
pursuant to the terms of a retirement plan maintained by the Company or a
subsidiary of the Company, or such other circumstances as may be specified by
the Committee, you will be entitled to a pro rata portion of the payment of any
award earned based upon the portion of the Performance Period during which you
were a full-time employee. In the event that your employment is terminated by
the Company after the end of the Performance Period, you will be entitled to
payment of your performance award. Your participation is also contingent upon
your continuing in your present position throughout the Performance Period. In
the event that your position changes prior to the end of the Performance Period,
an equitable apportionment will be made.

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