<PAGE>

                                                                    EXHIBIT 10.7

                         AECOM TECHNOLOGY CORPORATION

                              STOCK PURCHASE PLAN



                         RESTATED AS OF APRIL 7, 1999
<PAGE>

                         AECOM TECHNOLOGY CORPORATION
                              STOCK PURCHASE PLAN



                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
Article    Heading                                                        Page
-------    -------                                                        ----
<S>        <C>                                                            <C>
ONE        Scope of Plan and Definitions.................................  1

TWO        Participation and Credits.....................................  4

THREE      Payment of Benefits...........................................  8

FOUR       Administration of Plan........................................ 11

FIVE       Amendment and Termination..................................... 12

SIX        Miscellaneous Provisions...................................... 13
</TABLE>

                                       i
<PAGE>

                                  ARTICLE ONE
                                  -----------

                         Scope of Plan and Definitions
                         -----------------------------


1.1  Purpose and Scope of Plan
     -------------------------

     The AECOM Technology Corporation Stock Purchase Plan ("Plan") is effective
     as of June 1, 1991, and has been restated as of April 7, 1999.  The purpose
     of the Plan is to provide certain Employees and Directors of the Company
     with the opportunity to invest compensation deferral contributions in units
     of common stock of the Company.

1.2  Terms Defined in the Qualified Plans
     ------------------------------------

     For all purposes of this Plan, capitalized terms, unless defined herein,
     shall have the meanings specified in the Qualified Plans, unless a
     different meaning is plainly required by the context.

1.3  Definitions
     -----------

     As used in the Plan, the following capitalized terms have the meanings set
     forth below, unless a different meaning is plainly required by the context.

     (a)  "Accounts" means Participants' Supplemental Compensation Deferral
          Accounts and Additional Credits Accounts.  These accounts are unfunded
          bookkeeping accounts which are credited with amounts as provided in
          Article Two.

     (b)  "AECOM ESOP" means the AECOM Technology Corporation Employee Stock
          Ownership Plan as in effect on the date hereof and as such plan may be
          amended from time to time.

     (c)  "Beneficiary" means the beneficiary or beneficiaries designated by a
          Participant under the AECOM ESOP.  A Director who is a Participant
          shall designate a beneficiary or beneficiaries under this Plan in the
          form and manner prescribed by the Committee.

     (d)  "Board" means the Board of Directors of AECOM Technology Corporation.

     (e)  "Committee" means a committee appointed by the Board to administer the
          Plan, and any successor committee of the Board with similar functions,
          and shall consist of two or more members (or such greater number as

                                       1
<PAGE>

          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
          (the "Act").  The Board may at any time take action under the Plan in
          place of the Committee, provided that a majority of the members of the
          Board shall, to the extent required by applicable law, be
          "disinterested" (within the meaning set forth above) when taking such
          action.

     (f)  "Company" means AECOM Technology Corporation.

     (g)  "Compensation" means compensation as defined in the Qualified Plans
          modified by including compensation deferral contributions under this
          Plan and by ignoring the $200,000 limitations on compensation under
          Section 401(a)(17) of the Code.

     (h)  "Director" means a person who is a member of the Board and who is not
          an Eligible Employee. For purposes of this Plan, a Director shall be
          treated as having terminated employment with the Company on the date
          he or she ceases to be a Director.

     (i)  "Eligibility Date" means May 31 in the case of the 1994 Plan Year and
          January 1 of any subsequent Plan Year, provided that in the case of an
          individual who is not yet eligible to make deferrals under the
          Qualified Plans, Eligibility Date shall be the first date on which
          Employee is eligible to make a deferral election under the Qualified
          Plans for a Plan Year.  Notwithstanding the foregoing, in the case of
          a Director, "Eligibility Date" means June 1 in the case of the 1995
          Plan Year and January 1 of any subsequent Plan Year, provided that in
          the case of a new Director, Eligibility Date shall be the date of
          election to the Company's Board of Directors.

     (j)  "Eligible Employee" means for any Plan Year any Employee of the
          Company or a Participating Employer who (i) is eligible to elect Tax
          Deferred Contributions or After Tax Contributions under the Qualified
          Plans, and (ii) is expected to be a Highly Compensated Employee of the
          Company or of a Participating Employer for the Plan Year of the
          Qualified Plans ending with or within the Plan Year.  Eligible
          Employee shall also include for any Plan Year any other employee of a
          foreign subsidiary, 80% of which is owned in the aggregate by the
          Company and Participating Companies provided that (i) such employee
          would be expected to be a Highly Compensated Employee were the
          employee employed by a Participating Employer, and (ii) such employee
          is selected by the

                                       2
<PAGE>

          Committee after the Committee determines that applicable foreign law
          permits such employee to participate in the Plan.

     (k)  "Participant" means an Eligible Employee or Director who has an
          Account under this Plan.

     (l)  "Participating Employer" means the Company and any other employer that
          is participating in the Qualified Plans.

     (m)  "Plan" means the AECOM Technology Corporation Stock Purchase Plan as
          set forth herein, effective as of June 1, 1991.

     (n)  "Plan Year" means each calendar year.

     (o)  "Qualified Plans" means the AECOM Technology Corporation 401K Pension
          Plan and Investment Plan and the AECOM Technology Corporation Stock
          Investment Plan, as in effect on the date hereof, and as each may be
          amended from time to time.

     (p)  "Supplemental Compensation Deferral Account" means the separate
          account, if any, established for each Participant pursuant to Sections
          2.2(a) and 2.2(b) of this Plan.

1.4  Other Definitional Provisions
     -----------------------------

     The terms defined in Sections 1.2 and 1.3 of the Plan shall apply equally
     to both singular and plural.  The masculine pronoun, whenever used, shall
     include the feminine.  When used in the Plan, the words "hereof" "herein"
     and "hereunder" and words of similar import shall refer to the Plan as a
     whole and not to any particular provision of the Plan, unless otherwise
     specified.

                                       3
<PAGE>

                                  ARTICLE TWO
                                  -----------

                           Participation and Credits
                           -------------------------


2.1  Participation
     -------------

     (a)(i) An Eligible Employee may irrevocably authorize the pre-tax deferral
               (in whole percentages up to 15% for any payroll period) of cash
               Compensation under this Plan. Notwithstanding any provision of
               the Plan to the contrary, the authorization of an Eligible
               Employee to make deferrals under this Section 2.1(a)(i) shall
               only apply, and deferrals shall only be made, during periods when
               the Company determines that the Eligible Employee may not make
               tax deferred contributions to the Qualified Plans because of one
               or more of the following limits: (1) the discrimination tests
               under Section 401(k) and (m) of the Code, (2) the limitations on
               tax deferred contributions to qualified plans under Section
               402(g) of the Code, (3) the limitation on compensation taken into
               account in qualified plans under Section 401(a)(17) of the Code,
               or (4) any rule imposed by the Company (as administrator of the
               Qualified Plans) designed to meet any of the foregoing limits,
               which rule may be imposed by considering all Eligible Employees
               in the aggregate for purposes of meeting one or more of such
               limits. Such authorization shall continue until the Company
               determines that such Eligible Employee may again make tax
               deferred contributions to the Qualified Plans.

     (ii)      In addition to deferrals permitted under Section 2.1(a)(i), an
               Eligible Employee may also irrevocably authorize pre-tax
               contributions (in whole percentages up to 100%) of any
               Compensation paid in the form of the Company's Common Stock in
               lieu of cash or other incentive Compensation and/or a combination
               of these forms of compensation, whether such Compensation is paid
               at the direction of the Company or at the election of the
               Eligible Employee. Such authorization under this Section
               2.1(a)(ii) shall commence on the Eligible Employee's Eligibility
               Date.

                                       4
<PAGE>

     (iii)  A Director may irrevocably authorize the pre-tax deferral of all or
               any part of any director's fees or meeting fees that the Director
               is entitled to receive from the Company.

     (iv)   To be effective, the authorization of any Eligible Employee under
               Section 2.1(a)(i) or (ii), or of any Director under Section
               2.1(a)(iii), must be submitted to the Committee on the
               appropriate enrollment form before the Eligible Employee's or
               Director's Eligibility Date for the Plan Year and before each
               Plan Year thereafter. Notwithstanding Section 2.1(a)(i) or (ii),
               such authorization will not continue in effect after the earlier
               of: (1) the date on which the Participant receives a hardship
               withdrawal under the Qualified Plans, (2) the date the
               Participant terminates employment with the Company or (3) the end
               of the Plan Year. In addition, an Eligible Employee who receives
               a hardship withdrawal under either of the Qualified Plans may not
               make deferrals under this Section 2.1(a) or be entitled to
               allocations under Section 2.2 until the Plan Year which commences
               at least one year after the hardship withdrawal.

     (iv)      Participants shall be entitled to credits to a Supplemental
               Compensation Deferral Account pursuant to Section 2.2 for amounts
               the Participant elects to have contributed on a pre-tax basis.

     (b)   An Eligible Employee or Director shall become a Participant under
           this Plan when an Account on his behalf is first credited hereunder.

2.2  Credits to Supplemental Compensation Deferral Account
     -----------------------------------------------------

     (a)   Deferrals authorized to be credited on behalf of a Participant
           pursuant to Section 2.1(a) above shall be credited by the
           Participating Company to the Participant's Supplemental Compensation
           Deferral Account. Such credits shall be made as of the date on which
           the amount being credited would have been paid to the Participant,
           but for the authorization of the Participant under Section 2.1(a).

     (b)   In addition to the crediting deferrals authorized pursuant to Section
           2.1(a), the Company may credit to the Participant's (or Eligible
           Employee's, if the person is not already a Participant) Supplemental
           Compensation Deferral Account any additional cash amounts or Common
           Stock Units which the Company has determined, for any reason, to
           credit to such Participant.

                                       5
<PAGE>

     (c)   In addition, effective October 1, 1998, the Company will credit the
           Additional Credits Account of each Participant (or Eligible Employee,
           if the person is not already a Participant) with additional cash
           amounts or Common Share Units (as the Company elects) equal to the
           value of the amounts that are not allocated to the Eligible
           Employee's account under the AECOM ESOP (excluding amounts not
           allocated under Section 6.4 or 6.4A for the 1998 Plan Year) or the
           Pension 401K Matching Accounts under the 401K Pension Plan and
           Investment Plan due to the application of (i) the limits on
           contributions and other annual additions under Section 415 of the
           Code and/or (ii) the nondiscrimination rules under Code Section
           410(m) (as applied to matching contributions, but not after tax
           contributions) or 401(a) (4). No additional credits shall be made (i)
           to reflect amounts not allocated due to any other reason, including
           without limitation to Code Section 401(a) (17) or (ii) to reflect any
           amount not contributed due to any limits on 401(k) contributions to
           the Qualified Plans. All such credits shall be made on the last day
           of the Plan Year.

2.3  Accounts and Interest Equivalents
     ---------------------------------

     (a)   Participants' Accounts.  The Company shall establish an unfunded
           ----------------------
           bookkeeping account for each Participant to determine the amount
           payable on behalf of the Participant under the Plan.

     (b)   Common Stock Units.  Cash amounts credited to each Participant's
           ------------------
           Account under the Plan shall be converted into a number of Common
           Stock Units by dividing the cash amount in each Account by the fair
           market value of a share of Common Stock of the Company. For this
           purpose, cash amounts credited to a Participant's Account shall be
           converted to Common Stock Units based on the valuation of stock
           performed in accordance with the terms of the Qualified Plans which
           coincides with or immediately follows the date such cash amounts are
           credited to the Participant's Account.

     (c)   Dividends.  At any time that the Company issues a cash or stock
           ---------
           dividend with regard to its Common Stock, an amount shall be credited
           to each Participant's Account under the Plan equal to the dividends
           that would be payable if the Common Stock Units in the Participant's
           Account constituted outstanding shares of Common Stock of the
           Company. Amounts so credited to Participants' Accounts shall be
           converted into Common Stock Units in accordance with the provisions
           of Section 2.3(b).

     (d)   Adjustments.  If the outstanding shares of the Company's Common Stock
           -----------
           are increased, decreased or changed into, or exchanged for, a
           different number or kind of shares or securities of the Company
           through a

                                       6
<PAGE>

           reorganization or merger in which the Company is the surviving
           entity, or through a combination, recapitalization, reclassification,
           stock split, stock dividend, stock consolidation or otherwise, an
           appropriate adjustment shall be made in the number and kind of Share
           Units that are credited to each Participant's Account under the Plan.

     (e)   Statements. Each Participant shall receive a statement of the balance
           ----------
           in his or her Account at least annually.

2.4  Vesting
     -------

     Each Participant shall be one hundred percent vested, at all times, in the
     value of his Supplemental Compensation Deferral Account. Each Participant
     shall be one hundred percent vested in the value of his Additional Credits
     Account when he becomes one hundred percent vested in the AECOM ESOP and
     shall be zero percent vested until such time.

                                       7
<PAGE>

                                 ARTICLE THREE
                                 -------------

                              Payment of Benefits
                              -------------------


3.1  Commencement and Form of Payment
     --------------------------------

     (a)  Time for Payment.
          ----------------

               As soon as practicable following each Participant's termination
          of employment with the Company, the Participating Employer shall pay
          to such Participant, or, if such Participant is not living at the time
          for payment, to such Participant's Beneficiary, the value of the
          Participant's vested Account. An Eligible Employee who terminates
          employment with the Company shall be treated under the Plan as a
          terminated Eligible Employee without regard to whether he or she
          becomes a Director upon or after ceasing to be an Eligible Employee. A
          Director shall be deemed to have reached his Retirement Date on the
          date that he ceases to be a director.

     (b)  Method of Payment.
          -----------------

               Unless otherwise determined by the Committee, payments of a
          Participant's Account shall be made in actual shares of Common Stock
          of the Company in a number equal to the number of Share Units then
          payable, with any fractional Share Units to be settled by a cash
          payment. Any shares distributed from this Plan shall be subject to any
          put, call or other option or buy-sell or similar arrangement which
          applies to such shares in accordance with the Certificate of
          Incorporation or Bylaws of the Company, and any repurchases shall be
          subject to any repurchase limitations set forth therein or in rules
          similar to Appendix C of the AECOM Stock Investment Plan, so that no
          repurchase shall be made which would result in the violation of any
          covenant or agreement of the Company. For purposes of determining the
          priority of repurchases under this Plan, Directors shall be treated as
          Employees of the Company. For this purpose, no repurchases under this
          Plan shall be made for a Plan Year until all repurchases of the
          Company's Stock have been made under the AECOM ESOP and the Qualified
          Plans with respect to the Plan Year of the Qualified Plans ending
          within such Plan Year.

     (c)  Alternative Method of Payment.
          -----------------------------

                                       8
<PAGE>

               In lieu of the method of payment described in Section 3.1(b)
          above, the Committee, in its discretion, may convert the Share Units
          in a Participant's Account to a cash book account entry, determined as
          though the Share Units were shares of Common Stock owned by the
          Participant on the date of termination of employment, and based on the
          valuation of Common Stock performed in accordance with the terms of
          the Company's Bylaws. The Committee may pay such amount to the
          Participant (i) in cash in a single sum, or (ii) in five annual
          payments of 20% of the principal amount of the Participant's Account
          plus accrued but unpaid interest at the rate described under Section
          6.10 of the Bylaws of the Company for the repurchase of shares of the
          Company with a promissory note. Alternatively, in lieu of such five
          annual payments, such Participant may elect for the Corporation to
          make five annual conversions of the Share Units in the Participant's
          Account to cash book account entries, which shall commence within 90
          days after the end of the fiscal year in which occurs the
          Participants's Retirement Date, death or Break in Service. The first
          such conversion shall equal one-fifth of the Participant's Share
          Units; the second such conversion shall equal one-fourth of the
          Participant's remaining Share Units; the third such conversion shall
          equal one-third of the Participant's remaining Share Units; the fourth
          such conversion shall equal one-half of the Participant's remaining
          Share Units; and the fifth such conversion shall equal the balance of
          the Participant's Share Units. As used herein, the term "Break in
          Service" means a fiscal year during which the Participant has not
          completed more than 500 Hours of Service; the term "Hours of Service"
          means the Participant's hours of service as provided in Section 2.22
          of the AECOM ESOP); and the term "Retirement Date" means the date of a
          Participant's Normal Retirement Date, Deferred Retirement Date, or
          Disability Retirement Date, as provided in Article VIII of the AECOM
          ESOP. Alternatively, in lieu of such five annual payments, such
          Participant may elect for the Corporation to make ten annual
          conversions of the Share Units in the Participant's Account to cash
          book account entries, which shall commence within 90 days after the
          end of the fiscal year in which occurs the Participants's Retirement
          Date, death or Break in Service. The first such conversion shall equal
          one-tenth of the Participant's Share Units; the second such conversion
          shall equal one-ninth of the Participant's remaining Share Units; the
          third such conversion shall equal one-eighth of the Participant's
          remaining Share Units; the fourth such conversion shall equal one-
          seventh of the Participant's remaining Share Units; the fifth such
          conversion shall equal one-sixth of the Participant's remaining share
          Units; the sixth such conversion shall equal one-fifth of the
          Participant's Share Units; the seventh such conversion shall equal
          one-fourth of the Participant's remaining Share Units; the eighth such
          conversion shall equal one-third of the Participant's remaining Share
          Units; the ninth such conversion shall equal one-half of

                                       9
<PAGE>

          the Participant's remaining Share Units; and the tenth such conversion
          shall equal the balance of the Participant's Share Units. The
          Corporation may accelerate such conversions at any time. Each cash
          book account entry shall be determined as though the Share Units were
          shares of Common Stock owned by the Participant at the end of the
          fiscal year immediately preceding the conversion date and shall be
          based on the valuation of Common Stock performed in accordance with
          the terms of the Company's Bylaws. Each such converted amount shall be
          paid promptly, in cash. If any amounts credited to a Participant's
          Supplemental Compensation Deferral Account under Section 2.1(a) are or
          will be distributed pursuant to this Section 3.1(c) (the "First
          Distribution"), any additional amounts credited to the Participant in
          accordance with Section 2.2(b) (the "Subsequent Distribution") will be
          distributed at the same time and in the same manner as the First
          Distribution; provided that no special distribution provision is
          contained in the award of such amounts under Section 2.2(b). If at the
          date for commencement of the Subsequent Distribution, the First
          Distribution has already commenced, the Subsequent Distribution will
          be divided into a number of substantially equal installments of Share
          Units (or cash, if Share Units were not awarded to the Participant
          under Section 2.2(b)) that corresponds to the number of remaining
          installments to be paid under the First Distribution. Each such
          installment of the Subsequent Distribution will be paid at the same
          time and in the same manner as the corresponding installment of the
          First Distribution.

3.2  Loans and In-service Payments and Withdrawals
     ---------------------------------------------

     No Participant shall be allowed to borrow from the Plan.  No withdrawal or
     payment of benefits shall be allowed before a Participant terminates
     employment with the Company.

                                      10
<PAGE>

                                 ARTICLE FOUR
                                 ------------

                            Administration of Plan
                            ----------------------

4.1  Responsibilities and Powers of the Committee
     --------------------------------------------

     The Committee shall be solely responsible for the operation and
     administration of the Plan and shall have all powers described in the
     Qualified Plans with respect to this Plan, and such additional powers
     necessary and appropriate to carry out its responsibilities in operating
     and administering the Plan.  Without limiting the generality of the
     foregoing, subject to Section 2.2, the Committee shall have the
     responsibility and power to determine whether a dollar credit should be
     made on behalf of a Participant, the amount of the dollar credit, the
     number of Share Units into which such dollar credits are converted, and the
     Participant's vested interest in his Accounts.  The Committee shall have
     full discretion to construe and interpret the terms and provisions of this
     Plan, which interpretation or construction shall be final and binding on
     all parties, except as otherwise provided by law.

4.2  Outside Services
     ----------------

     The Committee may engage counsel and such clerical, financial, investment,
     accounting, and other specialized services as it may deem necessary or
     desirable to the operation and administration of the Plan.  The Committee
     shall be entitled to rely upon any opinions, reports, or other advice
     furnished by counsel or other specialists engaged for that purpose and, in
     so relying, shall be fully protected in any action, determination, or
     omission taken or made in good faith.

4.3  Indemnification
     ---------------

     The Company shall indemnify the Committee and each Committee member against
     any and all claims, losses, damages, expenses (including reasonable counsel
     fees), and liability arising from any action, failure to act, or other
     conduct in the member's official capacity, except when due to the
     individual's own gross negligence or willful misconduct.

4.4  Claims Procedure
     ----------------

     The claims procedure set forth in the Qualified Plans is incorporated
     herein by reference.

                                      11
<PAGE>

                                 ARTICLE FIVE
                                 ------------

                           Amendment and Termination
                           -------------------------


5.1  Amendment
     ---------

     The Company reserves the right at any time and from time to time, and
     retroactively if deemed necessary or appropriate, to modify or amend in
     whole or in part any or all of the provisions of the Plan.

5.2  Termination
     -----------

     The Plan is purely voluntary on the part of the Company.  The Company may
     terminate the Plan at any time.

5.3  Effect of Amendment or Termination
     ----------------------------------

     Any amendment, modification, or termination shall not reduce, alter, or
     impair any rights under the Plan as to amounts credited to the Accounts of
     Participants under the Plan as of the date of such amendment, modification
     or termination.  A Participating Employer shall pay its Participants the
     value of their respective accounts upon  termination of the Plan, in the
     manner prescribed herein.

                                      12
<PAGE>

                                  ARTICLE SIX
                                  -----------

                           Miscellaneous Provisions
                           ------------------------


6.1  Source of Payments
     ------------------

     The Plan shall not be funded and all payments hereunder to Participants or
     Beneficiaries shall be paid from the general assets of each Participating
     Employer, except to the extent paid by the Trust provided for below.  No
     Participating Employer shall, by virtue of any provisions of the Plan or by
     any action of any person, be deemed to be a trustee or other fiduciary of
     any property for any Participant or Beneficiary, and the liabilities of
     each Participating Employer to any Participant or Beneficiary pursuant to
     the Plan shall be those of a debtor pursuant only to such contractual
     obligations as are created by the Plan; no such obligation of a
     Participating Employer shall be deemed to be secured by any pledge or other
     encumbrance on any property of such Participating Employer.  To the extent
     that any Participant or Beneficiary acquires a right to receive payment
     from a Participating Employer under the Plan, such right shall be no
     greater than the right of an unsecured general creditor of the
     Participating Employer.  Notwithstanding the foregoing, the Company may
     create and fund a "rabbi trust" (the "Trust") with respect to this Plan.
     The creation and funding of said Trust shall not create a security interest
     in the property of such Trust in favor of Participants or Beneficiaries or
     otherwise cause a funding of the Plan or Trust in any manner inconsistent
     with the preceding paragraph or Section 6.8.  The amount of any
     contributions to such Trust shall be totally discretionary as determined by
     the Company.  Any amount paid from such Trust to the Participant shall
     reduce the amount to be paid pursuant to this Plan by the Participating
     Employer.  In the event the amounts paid from the Trust are insufficient to
     provide the full benefits payable to the Participant under this Plan, the
     Participating Employer shall pay the remainder of such benefit in
     accordance with the terms of this Plan.

     It is the intention of the Participating Employers that this Plan and Trust
     be considered unfunded for purposes of the Code and Title 1 of ERISA.

6.2  General Provisions
     ------------------

     (a)  This Plan 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, to the
          rights, preferences, limitations, and restrictions set forth in the
          Company's Certificate of Incorporation and Bylaws, and to such
          approvals by any regulatory or governmental agency (including without
          limitation "no action"

                                      13
<PAGE>

     positions of the Securities and Exchange Commission) which may, in the
     opinion of counsel for the Company, be necessary or advisable in connection
     therewith. Without limiting the generality of the foregoing, no shares
     shall be issued by the Company, nor cash payments made by the Company,
     unless and until all legal requirements applicable to the issuance or
     payment have, in the opinion of counsel to the Company, been complied with.
     In connection with any stock issuance or transfer, the person acquiring the
     shares shall, if requested by the Company, give assurances satisfactory to
     counsel to the Company in respect to such matters as the Company may deem
     desirable to assure compliance with all applicable legal requirements and
     the Company's Certificate of Incorporation and Bylaws.

(b)  The Committee may specify such provisions as it deems Appropriate for
     payment under the Plan upon the occurrence of any of the following events
     (each a "Corporate Event"):

     (i)   Approval by the stockholders of the Company of the dissolution or
           liquidation of the Company;

     (ii)  Approval by the stockholders of the Company of an agreement to merge
           or consolidate, or otherwise reorganize, with or into one or more
           entities 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 Company (excluding from the term "former
           stockholders" a stockholder who is, or as a result of the 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 Company of the sale of
           substantially all of the Company's business and/or assets to a person
           or entity which is not a subsidiary.

           For purposes of this paragraph (b), 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 Company.

6.3  Inalienability of Benefits
     --------------------------

     No benefit payable under, or interest in, the Plan shall be subject in any
     manner to anticipation, alienation, sale, transfer, assignment, pledge,
     encumbrance, or

                                      14
<PAGE>

     charge, and any attempt to do so shall be void. Any such benefit or
     interest shall not in any manner be liable for or subject to garnishment,
     attachment, execution, or levy or liable for or subject to the debts,
     contract, liabilities, engagements, or torts of any Participant or
     Beneficiary. If the Committee finds that any Participant or Beneficiary has
     become bankrupt or that any attempt has been made to anticipate, alienate,
     sell, transfer, assign, pledge, encumber, or charge any benefit payable
     under, or interest in, the Plan, the Committee shall hold or apply such
     benefit or interest or any part thereof to or for the benefit of such
     Participant or Beneficiary.

6.4  Expenses
     --------

     Each Participating Employer shall pay all costs and expenses incurred in
     operating and administering the Plan attributable to that employer;
     provided that the Company may in its discretion pay some or all costs and
     expenses of a Participating Employer.

6.5  No Right of Employment
     ----------------------

     Nothing contained herein nor any action taken under the provisions hereof
     shall be construed as giving any Participant the right to be retained in
     the employ of any Participating Employer.

6.6  Withholding
     -----------

     Each Participating Employer shall withhold from any payment hereunder any
     required amount of income and other taxes.

6.7  Headings
     --------

     The headings of the sections in the Plan are placed herein for convenience
     of reference; in the case of any conflict, the text of the Plan, rather
     than such heading, shall control.

6.8  Construction
     ------------

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<PAGE>

     Except to the extent governed by federal law, the Plan shall be construed,
     regulated, and administered 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 Plan shall continue to be fully effective.  To the extent that the
     Plan is subject to the provisions of the Employee Retirement Income
     Security Act of 1974, as amended, ("ERISA") it is intended to be an
     unfunded deferred compensation plan "for a select group of management or
     highly compensated employees."  It is also intended that the Plan
     constitute an excess plan, as defined by ERISA.  Each provision of the Plan
     shall be administered, interpreted and construed to carry out such
     intention, and any provision that cannot be so administered, interpreted
     and construed shall, to that extent, be disregarded.


          IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
of the date first hereinabove written.



                                    AECOM TECHNOLOGY CORPORATION


                                    By: /s/ R. Keeffe Griffith
                                       ------------------------------

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