Exhibit
4.3


Amended and Restated


AECOM Technology Corporation


STOCK INCENTIVE
PLAN


I.                                         DEFINITIONS.


1.1                               Definitions.


“Act” shall mean the Securities Exchange Act of 1934.


“Award” shall mean an option, which may be designated as a Nonqualified or
Incentive Stock Option, a Stock Appreciation Right, a Restricted Stock Award or
a Performance Share Award, in each case granted under this Plan.


“Award Agreement” shall mean a written agreement setting forth the
terms of an Award.


“Award Date” shall mean the date upon which the Grantor took the action granting an
Award or such later date as is prescribed by the Grantor.


“Award Period” shall mean the period beginning on an Award Date and ending on the
expiration date of such Award.


“Beneficiary” shall mean the person, persons, trust or trusts entitled by will or the
laws of descent and distribution to receive the benefits specified under this
Plan in the event of the Participant’s death.


“Board of Directors” shall mean the Board of Directors of the
Corporation; to the extent required by applicable law, a majority of the
members of the Board of Directors shall be Disinterested when taking action
with respect to this Plan.


“Cause” shall mean for reasons related to the commission by a Participant of
any material act of dishonesty, the disclosure by a Participant of any
confidential information or the commission by a Participant of any act of gross
carelessness or willful misconduct in the course of employment.


“Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.


“Committee” shall mean the Board of Directors or any Committee appointed by the
Board of Directors to administer this Plan, 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.


“Common Stock” shall mean the Common Stock of the Corporation ($.O1 par value),
subject to adjustment pursuant to Section 7.2.


“Company” shall mean, collectively, the Corporation and its Subsidiaries.



  
  
 









“Corporation” shall mean AECOM Technology Corporation and its successors.


“Disinterested” shall mean disinterested within the meaning of
applicable regulatory requirements, including those promulgated under Section
16 of the Act.


“Eligible Employee” shall mean an officer or key employee of the
Company.


“Event” shall mean any of the following:


(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 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.


“Fair Market Value” shall mean the fair market value of the Common
Stock, as determined from time to time by the Board of Directors.


“Grantor” shall mean the Committee in its capacity as grantor of Awards.


“Incentive Stock Option” shall mean an incentive stock option within the
meaning of Section 422A of the Code, the award of which contains such
provisions as are necessary to comply with that section.


“Nonqualified Stock Option” shall mean an option granted pursuant to this
Plan which is designated as a Nonqualified Stock Option.


“Option” shall mean an option to purchase Common Stock under this Plan.  An option shall be designated by the Grantor
as a Nonqualified Stock Option or an Incentive Stock Option.


“Participant” shall mean an Eligible Employee who has been awarded an Award.


“Performance Share Award” shall mean an award of shares of Common Stock
issuance of which is contingent upon attainment of performance objectives specified
by the Grantor.


“Personal Representative” shall mean the person or persons who, upon the
disability or incompetence of a Participant, shall have acquired on behalf of
the Participant by legal proceeding or otherwise the right to receive the
benefits specified in this Plan.



  
  
 









“Plan” means this Amended and Restated AECOM Technology Corporation Stock
Incentive Plan.


“Restricted Stock” shall mean those shares of Common Stock issued
pursuant to a Restricted Stock Award which are not free of the restrictions set
forth in the related Award Agreement.


“Restricted Stock Award” shall mean an award of a fixed number of shares
of Common Stock to the Participant subject, however, to payment of such
consideration, if any, and such forfeiture provisions, as are set forth in the
Award Agreement.


“Retirement” shall mean retirement of an individual as an employee of the Company at
any time described in Section 10.1 of the Ashland Technology Corp. Investment
Plan or in any successor section or plan, in each case, as from time to time in
effect.


“Stock Appreciation Right” shall mean a right to receive a number of shares
of Common Stock or an amount of cash, or a combination of shares and cash,
determined as provided in Section 4.3(a).


“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.


“Total Disability” shall mean disability as defined in Section 2.1
of the Ashland Technology Corp. Investment Plan or in any successor provision
or plan, as from time to time in effect.


II.                                     THE PLAN


2.1                               Purpose.


The purpose of this Plan is to promote the success of the Company by
providing an additional means to attract and retain key personnel through added
long-term incentive for high levels of performance and for significant efforts
to improve the financial performance of the Company by granting Awards.


2.2                               Administration.


This Plan shall be administered by the Committee. Action of the
Committee with respect to the administration of this Plan 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.


Subject to the express provisions of this Plan, the Committee shall have
the authority to construe and interpret this Plan and any agreements defining
the rights and obligations of the Company and Participants under this



  
  
 









Plan,
to further define the terms used in this Plan, to prescribe, amend the rescind
rules and regulations relating to the administration of this Plan, 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 Plan and to make all other determinations necessary or advisable for
the administration of this Plan.  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 Plan 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 in action 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 Plan.


2.3                               Participation.


Awards may be granted only to Eligible Employees.  An Eligible Employee who has been granted an
Award may, if otherwise eligible, be granted additional Awards if the Grantor
shall so determine.  Members of the Board
of Directors who are not officers, employees, or special consultants of the
Company shall not be eligible to receive Awards.  Members of the Committee who are not officers
or employees of the Company shall not be eligible to receive Awards.


2.4                               Stock Subject to this Plan.


Subject to Section 7.2, the stock to be offered under this Plan shall be
treasury shares or shares of the Corporation’s authorized but unissued Common
Stock.  The aggregate amount of Common
Stock that may be issued or transferred pursuant to Awards granted under this
Plan shall not exceed 4,000,000 shares, subject to adjustment as set forth in
Section 7.2.  If any Option and any
related Stock Appreciation Right shall lapse or terminate without having been
exercised in full, or any Common Stock subject to a Restricted Stock Award
shall not vest or any Common Stock subject to a Performance Share Award shall
not have been transferred, the unpurchased, unvested or untransferred shares
subject thereto shall again be available for purposes of this Plan.


2.5                               Grants of Awards.


Either the Board of Directors or, if different, the Committee may grant
Awards in accordance with the provisions of this Plan.  The grant of an Award is made on the Award
Date.



  
  
 









III.                                 OPTIONS.


3.1                               Grants.


One or more Options may be granted to any Eligible Employee.  Each Option so granted shall be designated by
the Grantor as either a Nonqualified Stock Option or Incentive Stock Option.


3.2                               Option Price.


The purchase price per share of the Common Stock covered by each Option
shall be determined by the Grantor but shall not be less than the Fair Market
Value of such Common Stock on the Award Date. 
The purchase price of any shares purchased shall be paid in full at the
time of each purchase in cash, or, provided that the Grantor permits such
exercise, in shares of Common Stock which shall be valued at their Fair Market
Value on the date of exercise of the Option, or partly in such shares and partly
in cash, or in such other form or such other manner as the Board of Directors
may determine.


3.3                               Option Period.


Each Option and all rights or obligations thereunder shall expire on
such date as shall be determined by the Grantor, but not later than ten years
and one day after the Award Date, and shall be subject to earlier termination
as hereinafter provided.


3.4                               Exercise of Options.


Except as otherwise provided in Section 7.4 and subject to Section 7.5,
an Option may become exercisable, in whole or in part, subsequent to the date
or dates specified in the Award Agreement and until the expiration or earlier
termination of the Participant’s Option. 
The Grantor may, at any time after grant of the Option and from time to
time, increase the number of shares purchasable at any time so long as the
total number of shares subject to the Option is not increased.  No Option shall be exercisable except in
respect of whole shares, and fractional share interests shall be disregarded.


3.5                               Limitations on Grant of Incentive Stock Options.


(a)                                  To the extent that the aggregate fair market value
of Common Stock with respect to which Incentive Stock Options may first be
exercisable by a Participant in any calendar year exceeds $100,000, taking into
account both Common Stock subject to Incentive Stock Options under this Plan
and stock subject to incentive stock options under all other plans of the
Corporation, any parent corporation and any Subsidiaries, such Options shall be
treated as Nonqualified Stock Options. 
For purposes of determining whether the $100,000 limit is exceeded, the
Fair Market Value of Common Stock subject to Options shall be determined as of
the date the Options are awarded.  In
reducing Options to meet the $100,000 limit, the most recently granted Options
shall be reduced first.  To the extent a
reduction of simultaneously granted Options is necessary to meet the $100,000
limit, the Corporation may, in the manner and to the extent permitted by law,
designate which shares of Common Stock are to be treated as shares acquired
pursuant to the exercise of an Incentive Stock Option.


(b)                                 There shall be imposed in the Award Agreement
relating to Incentive Stock Options such terms and conditions as are required
in order that



  
  
 









the
Option be an “incentive stock option” as that term is defined in Section 422A
of the Code.


(c)                                  No Incentive Stock Option may be granted to any
person, who, at the time the Incentive Stock Option is granted, owns shares of
outstanding Common Stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, unless the exercise price of such
Incentive Stock Option is at least 110% of the Fair Market Value of the common
stock subject to the Incentive stock Option and such Incentive stock Option by
its terms is not exercisable after the expiration of five years from the date
such Incentive Stock option is granted.


IV.                                STOCK APPRECIATION RIGHTS.


4.1                               Grants.


In its discretion, the Grantor may grant Stock Appreciation Rights
concurrently with the grant of Options.  
A Stock Appreciation Right shall extend to all or a portion of the
shares covered by the related Option.  If
a Stock Appreciation Right extends to less than all the shares covered by the
related Option and if a portion of the related Option is thereafter exercised,
the number of shares subject to the unexercised Stock Appreciation Right shall
be reduced only if and to the extent that the remaining number of shares
covered by such related Option is less than the remaining number of shares
subject to such Stock Appreciation Right. 
A Stock Appreciation Right shall entitle the Participant who holds the
related Option, upon exercise of the Stock Appreciation Right and surrender of
the related Option, or portion thereof, to the extent the Stock Appreciation
Right and related Option each were previously unexercised, to receive payment
of an amount determined pursuant to Section 4.3.  Any Stock Appreciation Right granted in
connection with an Incentive Stock Option shall contain such terms as may be
required to comply with the provisions of Section 422A of the Code and the
regulations promulgated thereunder.


4.2                               Exercise of Stock Appreciation Rights.


(a)                                  A Stock Appreciation Right shall be exercisable
only at such time or times, and to the extent, that the related Option shall be
exercisable and only when the Fair Market Value of the stock subject to the
related Option exceeds the exercise price of the related Option.


(b)                                 Notwithstanding any other provision of this Plan,
the Committee may impose, by rule and in Award Agreements, such conditions upon
a Stock Appreciation Right and the related Option and upon their exercise
(including, without limitation, conditions limiting the time of exercise to
specified periods) as may be required to satisfy applicable regulatory
requirements, including, without limitation, Rule 16b-3 (or any successor rule)
promulgated by the Securities and Exchange Commission pursuant to the Act.


(c)                                  In the event that a Stock Appreciation Right is
exercised, the number of shares of Common Stock subject to the related Option
shall be charged against the maximum amount of Common Stock that may be issued
or transferred pursuant to Awards under this Plan.  The number of shares subject



  
  
 









to
the Stock Appreciation Right and related Option shall be reduced by such number
of shares.


4.3                               Payment.


(a)                                  Upon exercise of a Stock Appreciation Right and
surrender of an exercisable portion of the related Option, the Participant
shall be entitled to receive payment of an amount determined by multiplying:


(i)                                     the difference obtained by subtracting the
exercise price per share of Common Stock under the related Option from the Fair
Market Value of a share of Common Stock on the date of exercise of the Stock
Appreciation Right, by  the number of
shares with respect to which the Stock Appreciation Right shall have been
exercised.


(b)                                 The Committee or the Board of Directors, in its
sole discretion, may settle the amount determined under paragraph (a) above
solely in cash, solely in shares of Common Stock (valued at Fair Market Value
on the date of exercise of the Stock Appreciation Right), or partly in such
shares and partly in cash provided that the Committee or the Board of Directors
shall have determined that such exercise and payment are consistent with
applicable law.  In any event, cash shall
be paid in lieu of fractional shares. 
Absent a determination to the contrary, all Stock Appreciation Rights
shall be settled in cash as soon as practicable after exercise.


V.                                    RESTRICTED STOCK AWARDS.


5.1                               Grants.


Subject to section 2.4, the Grantor may, in its discretion, grant one or
more Restricted Stock Awards to any Eligible Employee.  Each Restricted Stock Award Agreement shall
specify the number of shares of Common Stock to be issued to the Participant,
the date of such issuance, the price, if any, to be paid for such shares by the
Participant and the restrictions imposed on such shares, which restrictions
shall not terminate earlier than one year after the Award Date.  Shares of Restricted Stock shall be evidenced
by a stock certificate registered only in the name of the Participant, which
stock certificate shall be held by the Corporation until the restrictions on
such shares shall have lapsed and those shares shall have thereby vested.  Pending the lapse of such restrictions, the
Participants shall, upon issuance of the Restricted Stock Award, execute a
stock power authorizing the Corporation to take any necessary actions
consistent with the Plan prior to vesting.


5.2                               Restrictions.


(a)                                  Shares of Common Stock included in Restricted
Stock Awards may not be sold, assigned, transferred, pledged or otherwise
disposed of or encumbered, either voluntarily or involuntarily, until such
shares have vested.


(b)                                 Participants receiving Restricted Stock shall be
entitled to dividend and voting rights for the shares issued even though they
are not



  
  
 









vested,
provided that such rights shall terminate immediately as to any forfeited
Restricted Stock.


(c)                                  In the event that the Participant shall have paid
cash in connection with the Restricted Stock Award, the Award Agreement shall
specify whether and to what extent such cash shall be returned upon a
forfeiture (with or without an earnings factor).


VI.                                PERFORMANCE SHARE AWARDS.


6.1                               Grants.


The Grantor may, in its discretion, grant Performance Share Awards to
Eligible Employees based upon such factors as the Grantor shall
determined.  A Performance Share Award
Agreement shall specify the number of shares of Common Stock subject to the
Performance Share Award, the price, if any, to be paid for such shares by the
Participant and the conditions upon which issuance to the Participant shall be
based, which issuance shall not be earlier than one year after the Award Date.


VII.                            OTHER PROVISIONS.


7.1                               Rights of Eligible Employees, Participants and
Beneficiaries.


(a)                                  Status as an Eligible Employee shall not be
construed as a commitment that any Award will be made under this Plan to an
Eligible Employee or to Eligible Employees generally.


(b)                                 Nothing contained in this Plan (or in Award
Agreements or in any other documents related to this Plan or to Awards) shall
confer upon any Eligible Employee or Participant 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 Eligible Employee or
Participant, with or without Cause, but nothing contained in this Plan or any
document related thereto shall affect any other contractual right of any Eligible
Employee or Participant.


(c)                                  Amounts payable pursuant to an Award shall be paid
only to the Participant or, in the event of the Participant’s death, to the
Participant’s Beneficiary or, in the event of the Participant’s Total
Disability, to the Participant’s Personal Representative or, if there is none,
to the Participant.  Other than by will
or the laws of descent and distribution, no benefit payable under, or interest
in, this Plan or in any Award 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, contracts, liabilities,
engagements or torts of any Eligible Employee, Participant or Beneficiary.  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 Plan.



  
  
 









(d)                                 No Participant, Beneficiary or other person shall
have any right, title or interest in any fund or in any specific asset
(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 Plan (or of
any documents related hereto), nor the creation or adoption of this Plan, nor
any action taken pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between
the Company and any Participant, Beneficiary or other person.  To the extent that a Participant, Beneficiary
or other person acquires a right to receive an Award hereunder, such right
shall be no greater than the right of any unsecured general creditor of the
Company.  Awards payable under this Plan
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 Awards. 
Nothing in this Plan shall be deemed to give any Eligible Employee or
Participant any right to participate in this Plan except in accordance herewith.


7.2                               Adjustments upon Changes in Capitalization.


If the outstanding shares of Common Stock are increased, decreased or
changed into, or exchanged for, a different number or kind of shares or
securities of the Corporation through a reorganization or merger in which the
corporation 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 shares that may be issued pursuant to Awards.  A corresponding adjustment to the
consideration payable with respect to Awards granted prior to any such change
and to the price, if any, paid in connection with Restricted Stock Awards shall
also be made.  Any such adjustment,
however, shall be made without change in the total payment, if any, applicable
to the portion of the Award not exercised, vested or issued with a
corresponding adjustment in the price for each share.  Corresponding adjustments shall be made with respect
to Stock Appreciation Rights based upon the adjustments made to the Options to
which they are related.


Upon the dissolution or liquidation of the Corporation, or upon a
reorganization, merger, or consolidation of the Corporation with one or more
corporations as a result of which the Corporation is not the surviving
Corporation, this Plan shall terminate, and any outstanding options, Stock
Appreciation Rights and Performance Share Awards shall terminate and any
Restricted Stock shall be forfeited, unless provision be made in connection with
such transaction for the assumption of Awards theretofore granted, or the
substitution for such Awards of new incentive awards covering the stock of a
successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to number and kind of shares and prices.


In so adjusting Common Stock to reflect such changes, or in determining
that no such adjustment is necessary, the Board of Directors may rely upon the
advice of independent counsel and accountants of the Corporation, and the
determination of the Board of Directors shall be conclusive.  No fractional shares of stock shall be issued
under this Plan on account of any such adjustment.



  
  
 









7.3                               Termination of Employment.


(a)                                  Upon the date a Participant is no longer employed
by the Company for any reason other than Retirement, death, Total Disability or
termination by the Company without Cause, (i) any outstanding Options on that
date shall terminate; (ii) shares of Common Stock subject to the Participant’s
Restricted Stock Award shall be forfeited in accordance with the provisions of
the related Award Agreement to the extent such shares have not become vested on
that date; and (iii) shares of Common Stock subject to the Participant’s
Performance Share Award shall be forfeited in accordance with the provisions of
the related Award Agreement to the extent such shares have not been issued or
become issuable on that date.


(b)                                 Upon the date a Participant is no longer employed
by the Company as a result of Retirement, death, Total Disability or
termination by the Company without Cause, (i) the Participant, his or her
Beneficiary, or Personal Representative, as the case may be, shall have three
months from that date to exercise the Participant’s Options to the extent they
shall have become exercisable by that date and any Options not exercisable on
that date shall terminate; (ii) shares of Common Stock subject to the
Participant’s Restricted Stock Award shall be forfeited in accordance with the
provisions of the related Award Agreement to the extent such shares have not
become vested on that date; and (iii) shares of Common Stock subject to the
Participant’s Performance Share Award shall be forfeited in accordance with the
provisions of the related Award Agreement to the extent such shares have not
been issued or become issuable on that date. 
In the event of termination of employment as a result of Retirement,
death or Total Disability, the Grantor may, in its discretion, increase the
portion of the Participant’s Award available to the Participant, or his or her
Beneficiary or Personal Representative, as the case may be, upon such terms as
the Grantor shall determine.


(c)                                  Each stock Appreciation Right shall have the same
termination provisions and exercisability periods as the Option to which it
relates.  The exercisability period of a
Stock Appreciation Right or of an Option shall not exceed that provided in
Section 3.3 or in the related Award Agreement. 
Each Option and Stock Appreciation Right shall expire at the end of that
exercisability period.


(d)                                 If an entity ceases to be a Subsidiary, other than
by merger with the Corporation or a parent of the Corporation, such action
shall be deemed for purposes of this Section 7.3 to be a termination of
employment without Cause of each employee of that entity.


(e)                                  Upon forfeiture of a Restricted Stock Award
pursuant to this Section 7.3, the Participant, or his or her Beneficiary or
Personal Representative, as the case may be, shall transfer to the Corporation
the portion of the Restricted Stock Award not vested at the date of termination
of employment, without payment of any consideration by the Company for such
transfer unless the Participant paid a purchase price in which case repayment,
if any, of that price shall be governed by the Award Agreement.  Notwithstanding any such transfer to the
Corporation, or failure, refusal or neglect to transfer, by the Participant, or
his or her Beneficiary or Personal Representative, as the case may be, such
nonvested portion of any Restricted



  
  
 









Stock
Award shall be deemed transferred automatically to the Corporation on the date
of termination of employment.  The
Participant’s original acceptance of the Restricted Stock Award shall
constitute his or her appointment of the Corporation and each of its authorized
representatives as attorney(s)-in-fact to effect such transfer and to execute
such documents as the Corporation or such representatives deem necessary or
advisable in connection with such transfer.


7.4                               Acceleration of Awards.


Unless, prior to an Event, the Board of Directors determines that, upon
its occurrence, there shall be no acceleration of Awards or determines those
Awards which shall be accelerated and the extent to which they shall be
accelerated, (i) each Option and such related Stock Appreciation Right shall
become immediately exercisable to the full extent theretofore not exercisable,
(ii) Restricted Stock shall immediately vest free of restrictions and (iii) the
number of shares covered by each Performance share Award shall be issued to the
Participant; provided, however, that Awards shall not, in any event, be so
accelerated to a date less than one year after the Award Date.  Acceleration of Awards shall comply with
applicable regulatory requirements, including, without limitation, Rule 16b-3
promulgated by the Securities and Exchange Commission pursuant to the Act and
Section 422A of the Code.  For purposes
of this Section 7.4 only, Board of Directors shall mean the Board of Directors
as constituted immediately prior to the Event.


7.5                               Continuation of Employment.


No Option or Stock Appreciation Right shall be


exercisable,
no Restricted Stock shall vest and no Performance Share Award shall be paid
unless the Participant has remained in the continuous employment of the Company
for at least one year from the Award Date.


7.6                               Government Regulations.


This Plan, the granting of Awards under 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 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.  Without limiting the generality of the
foregoing, no Awards may be granted under this Plan, 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.



  
  
 









7.7                               Tax Withholding.


The Company shall have the right to deduct from any payment hereunder
any amounts that federal, state, local or foreign tax laws 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 Plan 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 in connection with the
issuance or transfer of shares of Common Stock under this Plan, 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 Plan, 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
pursuant to the Act.


7.8                               Amendment, Termination and Suspension.


The Board of Directors may, at any time, terminate or, from time to
time, amend, modify or suspend this Plan (or any part thereof).  In addition, the Committee may, from time to
time, amend or modify any provision of this Plan except Section 7.4.  The Grantor, with the consent of the
Participant, may make such modifications of the terms and conditions of such
Participant’s Award as it shall deem advisable. 
No Awards may be granted during any suspension of this Plan or after its
termination.  The amendment, suspension
or termination of this Plan shall not, without the consent of the Participant,
alter or impair any rights or obligations pertaining to any Awards granted
under this Plan prior to such amendment, suspension or termination, including
any right to acceleration under Section 7.4. 
The Grantor shall have the power and may, with the consent of the
Participant, cancel any existing Awards and reissue Awards to the Participant,
having a new and lower Fair Market Value, but otherwise bearing substantially
similar terms to the cancelled Awards.


7.9                               Privileges of Stock Ownership; Nondistributive
Intent.


A Participant shall not be entitled to the privilege of stock ownership
as to any shares of Common stock not actually issued to him.  Upon the issuance and transfer of shares to
the Participant, unless a registration statement is in effect under the
Securities Act of 1933, as amended, relating to such issued and transferred
Common Stock and there is available for delivery a prospectus meeting the
requirements of Section 10 of such Act, the Common Stock may be issued and
transferred to the Participant only if he represents and warrants in writing to
the Corporation that the shares are being acquired for investment and not with
a view to the resale or distribution thereof. 
No shares shall be issued and transferred unless and until there shall
have been full compliance with any then applicable regulatory requirements
(including those of any exchanges upon which any Common Stock of the
Corporation may be listed).



  
  
 









7.10                        Effective Date of this Plan.


This Plan shall be effective April 6, 1990.


7.11                        Term of this Plan.


Unless previously terminated by the Board of Directors or the Committee,
this plan shall terminate at the close of business on the tenth anniversary of
the effective date of this Plan, determined in accordance with Section 7.10,
and no Awards shall be granted under the Plan thereafter, but such termination
shall not affect any Award theretofore granted.


7.12                        Governing Law.


This Plan 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 Plan shall continue to be fully
effective.



  
  
 









IN WITNESS WHEREOF, the Corporation has caused this Plan to be
executed as of this 29th day of August, 1997.


	
  AECOM TECHNOLOGY CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  ATTEST:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Corporate
  Secretary