Exhibit
4.10


Australia Stock
Purchase Plan


AECOM Technology
Corporation


November 2000











AECOM Technology Corporation


Australia Stock Purchase Plan


1              Objectives and
Commencement


1.1          Objectives


The objectives of this Plan are:


(a)                                  to
provide Eligible Employees with an incentive to improve the performance of the
Participating Companies;


(b)           improve
the opportunity to enhance the share value of the Company; and


(c)           to assist
in the retention and motivation of Eligible Employees.


1.2          Operation of Plan


The Plan will be operated in accordance with these Rules.


1.3          Subsidiaries


The Sponsoring Company
will exercise all voting rights and other powers of control available to it so
as to ascertain (in so far as it is able by exercise of such powers and rights)that
each other Affiliated Company complies with and gives effect to the Plan.


1.4          Commencement


The Plan operates on and from the date decided by the Board.


2.             Definitions and
Interpretation


2.1          Definitions


The following definitions apply in this document.


“Account” means the account (including
any subaccounts established from time to time under each such account)maintained
to record the interest (if any)of a Member.


“Affiliated Company” means any
corporation (other than a Participating Company)the majority of shares in
which, at the time of reference, are owned by the Sponsoring Company (whether
directly or indirectly through one or more of its subsidiaries), but excluding
joint venture firms and any firm that is established on a non-permanent basis.


“Allocation Date” means the last day of
each Plan Year.











“Board” means the board of directors of
the Sponsoring Company or a committee appointed to act for the board of
directors with regard to this Plan.


“Bonus” means bonuses and incentive
compensation of all types paid or payable by a Company to an individual during
the Plan Year for the period while such an individual has been a Member of the
Plan, including, without limitation, contract completion bonuses and incentive
compensation bonuses.


“Company” means the Sponsoring Company
and each other Participating Company.


“Compensation” means the superannuation
salary paid or payable by a Participating Company to an individual during the
Plan Year for the period while such individual has been a Member of the Plan
excluding overtime pay, shift premium and Bonuses.


“Eligible Employee” means an Employee
whom the Board decides is eligible to participate in the Plan under Rule 3.


“Employee” means a permanent, full-time
or part-time employee or executive director of one or more Participating
Companies; provided, however, that “Employee” shall not include any person who
receives no Compensation or Bonus earned from sources in Australia.


“Employer” in relation to an Employee
means the Participating Company that employs the Employee.


“Entry Date” means the first day of the
second calendar month immediately following the date the individual becomes an
Employee. (For example, and without limitation, December 1,2000 is the Entry
Date for an individual who becomes an Employee in October 2000). However, the
first Entry Date shall not be prior to the commencement date decided by the
Board in accordance with Rule 1.4.


“Hour of Service” means, with respect to
each Member:


(a)                                  each
hour for which the Member is paid, or entitled to payment, for the performance
of duties for a Participating Company or Affiliated Company; and


(b)                                 each
hour for which the Member was paid, or entitled to payment, for the performance
of duties for a company which was merged with, or acquired by, a Participating
Company and an Affiliated Company or any of them.


For purposes of determining a Member’s Hours of Service, a Member who
is, or was, credited with one Hour of Service in a month, shall be credited
with 190 Hours of Service


“Inter-Company Transferee” means a
Member who is transferred on a temporary assignment basis from a Participating
Company to an Affiliated Company or from one Affiliated Company to another
Affiliated Company after having first been employed by a Participating Company.











“Matching Account” means the Account
maintained for a Member that is credited with the Member’s Matching Amount to
the Plan in accordance with Rule 5.


“Matching Amount” means:


(a)           in
relation to a Member who is not a Senior Associate, an amount equal to 100% of
the Matching Percentage for that Plan Year multiplied by the Relevant Amount;
and


(b)           in
relation to a Member who is a Senior Associate, an amount equal to 120% of the
Matching Percentage for that Plan Year multiplied by the Relevant Amount.


“Matching Percentage” means, subject to
the following sentences, two times the weighted average of percentage
increases, if any, in pre-tax net operating income (“NOI”),as
defined below, for the current Plan Year and the last two Plan Years.


More specifically, the Matching Percentage shall be determined in
accordance with the following formula:


M = A + (.65)(B) + (.35)(C)


where


M is the Matching Percentage for the current Plan Year;


A is the percentage increase in NOI for the current Plan Year as
compared to NOI for the prior Plan Year;


B is the percentage increase in NOI for the prior Plan Year as compared
to NOI for the second prior Plan Year; and


C is the percentage increase in NOI for the second Plan Year as
compared to NOI for the third prior Plan Year.


Notwithstanding the foregoing, subject to, (1)the Matching Percentage
shall be that percentage determined by the Board, in its total discretion, and
(2)the Matching Percentage shall not exceed 50%. NOI shall mean pre-tax income
from operations, excluding earnings attributable to acquisitions made after the
beginning of the prior Plan Year.


“Member” means an Eligible Employee who
has elected to participate in the Plan pursuant to an invitation made by the
Board under Rule 4, and whose participation is not terminated.


“Participating Company” means an
Affiliated Company (or division thereof)which, with the approval of the
Sponsoring Company, adopts this Plan pursuant to appropriate written
resolutions of the Board or other managing body of such company any by
executing such documents with the Sponsoring Company as may be necessary to
make











such company a parry as a Participating Company. Any such company which
adopts the Plan is thereafter a Participating Company with respect to its
Employees for the purposes of the Plan. Unless the context requires otherwise, “Participating
Company” shall include the Sponsoring Company.


“Pay Period” means, with respect to each
Member, the period of one calendar month commencing on the first day of each
month for which a Member is paid, or entitled to payment, for the performance
of duties for a Participating Company or Affiliated Company.


“Plan” means the AECOM Technology
Corporation Australia Stock Purchase Plan as amended from time to time.


“Plan Year” means the period beginning
on 1 October and ending on 30 September.


“Pre Tax Contributions” means an amount
notionally credited to the Plan in lieu of being paid to the member as
Compensation or Bonus, or both. Pre Tax Contributions shall be made under
Compensation reduction arrangements or Bonus reduction arrangements, or both
between each Member and the Participating Company with respect to Compensation
and Bonus not yet earned or otherwise available to a Member at the date of the
Member’s election under the arrangement. Rule 5.2 contains the provisions under
which Pre Tax Contributions may be made.


“Pre Tax Account” means the Account
maintained for a Member by the Participating Company that is notionally
credited with the Member’s Pre Tax Contributions in accordance with Rule 5,
together with the allocations thereto required by the Plan.


“Qualifying Reason” in relation to an
Eligible Employee ceasing to be an Employee, means:


(a)           retirement;


(b)                                 mental
or physical ill-health which, in the opinion of the Board, is likely to result
in the Eligible Employee being totally and/or permanently disabled ;


(c)           death; or


(d)                                 any
other reason which the Board, in its sole discretion, decides should be a
Qualifying Reason for the purposes of these Rules.


“Relevant Amount” means, in respect of a
Member, the amount (in dollars)equal to the Pre Tax Contributions authorised by
the Member in respect of that Plan Year.


“Rules” means these Rules, as said Rules
may from time to time be amended.


“Senior Associate” means an Employee:











(a)                                  who
is a key designated professional, but excluding an Employee who is also either
a vice president or technical director of one or more Participating Companies,
and is not eligible to be considered for a bonus or incentive compensation of
all types; and


(b)                                 who
has been determined to be a Senior Associate by their Employer or the
Sponsoring Company.


“Shares” means common stocks issued by
the Sponsoring Company.


“Sponsoring Company” means AECOM
Technology Corporation including any successor by merger, purchase or
otherwise.


“Stock” means an allocation of value
representing common stock issued by the Sponsoring Company, and for the removal
of doubt, does not include an actual allocation of Shares or an interest in
Shares.


“Valuation Date” means March 31, June
30, September 30 and December 31 and any other date specified by the Board.


“Vested Interest” means the portion of
the Member’s Account which has become vested in accordance with Rule 7.


“Years of Vesting Service” means, with
respect to a Member, each calendar year during which the Member completes at
least 1000 Hours of Service.


2.2          Ceasing to be an
Employee


For the purposes of these Rules, an Eligible Employee ceases to be an
Employee when a Participating Company no longer employs the Eligible Employee
or the Employer ceases to be a subsidiary of the Sponsoring Company.


2.3          Rules for interpreting
this document


Headings are for convenience only, and do not affect interpretation.
The following rules also apply in interpreting this document, except where the
context makes it clear that a rule is not intended to apply.


(a)                                  A
singular word includes the plural, and vice versa.


(b)                                 A
word that suggests one gender includes the other gender.


(c)                                  If
a word is defined, another part of speech that has a corresponding meaning.


(d)                                 If
an example is given of anything (including a right, obligation or concept), the
example does not limit the scope of that thing.


(e)                                  The
word “subsidiary” has the same meaning as in the Corporations Law.











(f)                                    A
reference to “dollars” or “$” is to Australian currency.


(g)                                 A
reference to “US dollars” or “US$” is to United States currency.


3.             Eligibility


Any person who becomes an Employee on or after the date decided by the
Board shall be eligible to become a Member of the Plan as at the Entry Date
provided that the person is an Eligible Employee on such date.


4.             Participation in the
Plan


4.1          Participation


Any Employee eligible to participate in the Plan in accordance with
Rule 3 of the Plan shall become a Member on the first day of the calendar month
coincident with or next following the date on which the Employee has filed a
completed application to participate in such form and manner and at such time
as the Sponsoring Company may proscribe from time to time provided that they
are an Employee on such day.


4.2          Content of Application


Each such application shall (i)authorise the automatic deduction of Pre
Tax Contributions from such Member’s Compensation or Bonus, or both, or
authorise such other method of making contributions as may be required by the
Sponsoring Company; and (ii)contain such other information, conditions,
understandings, declarations and agreements as the Sponsoring Company from time
to time require.


4.3          Effect of election


By electing to participate in the Plan, the Member agrees to be bound
by these Rules.


4.4          Duration


(a)                                  The
participation of a Member shall be suspended during such times as the Member is
an Inter-Company Transferee.


(b)                                 The
participation of a Member shall end when the Member ceases to be an Employee or
no further benefits are payable to the Member or on the Member’s Account under
the Plan.


5.             Participating Company
Allocations


5.1          Participating Company
Allocations


The Participating Companies shall make provision for each Plan Year
such sum as the Board may, in its sole discretion, determine.











5.2          Pre Tax Contributions


Notwithstanding the foregoing, beginning on and after the date decided
by thc Board, Pre Tax Contributions may be provided for under the Plan
as~follows:


(a)                                  Each
Member may authorise a reduction in their Compensation in whole percentages
from 1% to 15% for each payroll period beginning with the payroll period next
following in which the Member commences participation in the Plan in accordance
with Rule 4.


(b)                                 Each
Member may authorise a reduction in their Bonus in whole percentages from 1% to
i00% for each Plan Year beginning with the Plan Year in which the Member
commences participation in the Plan in accordance with Rule 4.


(c)                                  To
make Pre Tax Contributions under this Rule, the Employer will reduce the Member’s
Compensation or Bonus, or both, by the Relevant Amount and the Participating
Company will credit the Member’s Account with an amount equal to 100% of the
Relevant Amount.


5.3          Matching Contributions


The Participating Company will provide for the Matching Contribution by
crediting the Member’s Account with an amount equal to the Matching Amount.


5.4          Crediting of Account


(a)                                  Such
crediting by the Participating Company shall be made, in the case of the
Relevant Amount, to the Member’s Pre Tax Account and in the case of the
Matching Amount, to the Member’s Matching Account.


(b)                                 Subject
to the provisions of this Rule 5, a Member may elect to change, suspend or
resume the rate of Pre Tax Contributions effective:


(i)                                     in
respect of contributions referrable to reductions in Compensation, as of the
first day of the first payroll period of the calendar month following the date
of the election;


(ii)                                  in
respect of contributions referrable to reductions in bonus, as of the first day
of the Plan Year following the election; or


(iii)                               at any other time that
the Sponsoring Company may prescribe;


provided that the Member has filed an election in such form and manner
and at such time as the Sponsoring Company from time to time may prescribe. .











5.5          No Deemed Change in
Pre-Tax Contributions


For the purposes of Rule 5, the following shall not be deemed a change
in the Pre Tax Contributions (i)a Member’s initial election of Pre Tax
Contributions under this Rule; and (ii)imposition of the limits of this Rule.


6.             Accounts


6.1          Accounts


The value of a Member’s potential interest under the Plan shall be
reflected in their Account. One or more subaccounts may be established under
each Account for such purposes as the Board deems appropriate.


6.2          Crediting of
Contributions and Crediting of Stock


The Account maintained for each Member will be credited in respect of
the Relevant Amount as at the last day of each Pay Period and in respect of the
Matching Amount on a date not to exceed 90 days from the last day of the
relevant Plan Year with the value of the contributions in accordance with Rule
5 and the equivalent number of Stock.


(a)                                  For
this purpose, for the Relevant Amount, Stock shall be valued as of the
Valuation Date coinciding with or immediately preceding the Valuation Date.


(b)                                 For
this purpose, for the Matching Amount, Stock shall be valued as of the
Allocation Date.


(c)                                  The
Stock shall be credited only to the Accounts of Members who are Eligible
Employees.


6.3          Allocation of Dividends,
Splits, Recapitalisations, etc.


Dividends, stock splits, conversions, or changes in Share value as a
result of a reorganisation or other recapitalisation of the Sponsoring Company
shall be valued and credited to an Account in the same proportion as the Shares
to which they are attributable bear to the Stock then credited.


6.4          Increases in Stock Value


Changes in Share value other than those set out at Rule 6.3 above shall
be valued and credited to an Account in the same proportion as the Shares to
which the changes are attributable bear to the Stock then credited to the
Account.


6.5          Fractional Stock


For the removal of doubt, Stock allocated to a Member’s account may
include whole Stock and fractional Stock.











7.             Vesting of Matching
Contributions


(a)                                  For
all purposes of the Plan, a Member’s Vested Interest shall be the percentage of
the amount credited to their Matching Account determined by the Board from the
following vesting schedule on the basis of the number of Years of Vesting
Service which the Member has completed as at the date of their retirement: 


	
  Years of Vesting Service

  	
   

  	
  Vested Interest in

  Member’s Account

  	
   

  
	
  Less than 5
  years

  	
   

  	
  0

  	
  %

  
	
  5 years or more

  	
   

  	
  100

  	
  %

  



 


(b)                                 Where
a Member who ceased to participate in the Plan because the Member ceased to be
an Employee again becomes a member, the Member’s Years of Vesting Service calculated
up to the time of ceasing as an Employee shall count toward Year of Vesting
Service in the Plan, unless the Board determines otherwise in its sole
discretion.


(c)                                  Notwithstanding
Rule 7.2 (a)a Member who is then an Employee shall be fully vested in the
percentage of the amount credited to their Matching Account determined by the
Board if their employment ceases because of a Qualifying Reason.


8.             Vesting of Value of a
Member’s Account


8.1          Full Vesting


A Member who is then an Employee as at the date of their retirement
shall be fully vested in all the value then credited to their Account and shall
be entitled to the cash value represented by his Account at that time. The
Member shall not be entitled to the cash value represented by their Account
before that time except:


(i)                                     after
holding the Stock for a period of not less than 5 years, and with the consent of the Board, where the Member has
elected in writing to participate in the AECOM Technology Corporation Global
Stock Investment Plan, as amended from time to time, in exchange for the value
of the Stock credited to their Account. The period that the Stock has been held
for shall be calculated as the total of the period that the Stock has been
credited to their Account and the period that any securities which were
exchanged for said Stock were held by, or on behalf of, the Member; or


(ii)                                  the
Member’s employment ceases because of a Qualifying Reason other than
retirement; or


(iii)                               the
Member’s employment ceases because of termination with five or more Years of
Vesting Service; or











(iv)                              any
amount represented by, or standing to, their Account except as required by
applicable law.


8.2          Partial Vesting


A Member who at the time of termination has less than five Years of
Vesting Service is entitled to the cash value represented by their Account
excluding the cash value represented by their Matching Account except a Member
shall be vested, per the following schedule, in all the Shares held in their
Matching Account if their employment ceases because of Redundancy; 


	
  Years of Vesting Service

  	
   

  	
  Vesting Percent

  	
   

  
	
  Less than 1 year

  	
   

  	
  0

  	
  %

  
	
  1 year but less
  than 2 years

  	
   

  	
  20

  	
  %

  
	
  2 years but less
  than 3 years

  	
   

  	
  40

  	
  %

  
	
  3 years but less
  than 4 years

  	
   

  	
  60

  	
  %

  
	
  4 years but less
  than 5 years

  	
   

  	
  80

  	
  %

  
	
  5 years or more

  	
   

  	
  100

  	
  %

  



 


9.             Payment


The Member shall, as from the date at which the value of a Member’s
Account vests in accordance with Rule 8, be entitled to be paid by the Company:


(a)                                  at
the end of the Plan Year in which a Member ceases to be an Employee a Member may
sell shares that they have held for at least five years in their Relevant
Account. A Member may sell up to the greater of US$50,000 or 20% of the Share
value of their Relevant Account back to the Sponsoring Company. The remaining
value of the Member’s Account will be distributed per their election in
accordance with Rule 9;


(b)                                 where
the amount then standing to the Member’s Account is equal to or less than
US$5,000, cash equal to 100% of the amount then standing to the Member’s
Account;


(c)                                  where
the amount standing to the Member’s Account is greater than US$5,000


(i)                                     over
the following 5 years at such times as the Board determines, cash equal to 20%
of the amount (plus the value of one Share)standing to the Member’s Account on
the date at which the value of a Member’s Account fully vests in accordance
with Rule 8 plus interest; or


(ii)                                  over
the following 5 years at such times as the Board determines, cash equal to
one-fifth of the amount (plus the value of one Share)then standing to the
Member’s Account at the time of each payment; or











(iii)                               over the following 9
years at such times as the Board determines, cash equal to one-ninth of the
amount then standing to the Member’s Account at the time of each payment.


(d)                                 for
section 9(c)above, where the employee has worked less than 500 hours in the
plan year in which the employee terminates, the first payment shall be paid
within 90 days after the end of the plan year in which the employee terminates;


(e)                                  for
section 9(c)above, where the employee has work 500 hours or more in the plan
year in which the employee terminates, the first payment shall be paid within
90 days after the end of the plan year in which the employee works less than
500 hours.


10.          Administration


10.1        General Powers and Duties
of the Board


The Board shall have general responsibility for the administration and
interpretation of the Plan (including but not limited to complying with
reporting and disclosure requirements and establishing and maintaining Plan
records)and shall have the power to waive strict compliance with any of the
Rules, in the Board’s opinion, for the benefit of the Members.


10.2        Agents


The Board shall engage such certified public accountants and other
advisors and service providers, who may be accountants, advisors or service
providers for the Sponsoring Company, as it shall require or may deem advisable
for the purposes of the Plan. The Board may rely upon the written opinion of
such counsel and the accountants engaged by the Board and may delegate to any
such agent or to any subcommittee or member of the Board the authority to
perform any act required or permitted to be taken or performed by the Board,
including, without limitation, those matters involving the exercise of
discretion, provided that any such delegation shall be subject to revocation at
any time at the discretion of the Board.


10.3        Suspension of the Plan


(a)                                  The
Board may suspend operation of the Plan in its sole discretion.


(b)                                 Suspension
under this Rule 10.3 takes effect from the date decided by the Board and
continues until the Board resolves to recommence the Plan or terminate it.


(c)                                  The
Board may resolve to recommence operation of the Plan following a suspension on
any conditions it thinks appropriate.











(d)                                 Suspension
under this Rule 10.3 does not affect the operation of these Rules in relation
to amounts notionally allocated under the Plan before the suspension commenced,
unless the Board resolves otherwise.


10.4        Termination of the Plan


The Board may resolve to terminate the Plan.


10.5        Amendment to Plan


The Board may vary these Rules as it thinks appropriate.


11.          General Limitations and
Provisions


11.1        All Risk on Members


Members shall assume all risk in connection with any decrease in the
value of Stock credited to the Member’s Accounts. The Participating Companies
and the Board shall not be liable or responsible for any decrease in the value
of Stock credited to the Member’s Accounts.


11.2        Right to Employment
Exclusion


The Plan does not form part of any contract of employment between any
Employee and their Employer or any other Company, and does not confer directly
or indirectly on any Employee any right to continue to be employed by their
Employer.


11.3        Withholding


Each Member agrees to the payment of all income taxes, social security
levies, withholding taxes and other similar charges that are due on or with
respect to distributions (if any)to that Member under the Plan.


11.4        Fees and Expenses


The expenses of administering the Plan including (i)the expenses
incurred by the members of the Board in the performance of their duties under
the Plan (including reasonable compensation for any legal counsel, certified
public accountants and any agents and cost of services rendered in respect of
the Plan), (ii)the expenses incurred by any Board delegate or any employee of a
Company charged with the administration or operation of the Plan in the
performance of their duties under the Plan, and (iii)all other proper charges
and disbursements of the members of the Board (including settlements of claims
or legal actions brought against any party approved by the Board, after
consulting with counsel to the Plan), shall be paid, to the extent permitted by
law, by the Sponsoring Company.











12.          Governing Law


These Rules and the Plan are governed by and shall be construed in
accordance with the laws of Victoria, Australia, and (without prejudice to the
right of either party to proceed against the other in any other court)each
party hereby irrevocably submits to the jurisdiction of the courts of that
State and of all courts competent to hear appeals from those courts in relation
to any legal action, suit or proceeding arising out of or relating to these
Rules and agrees that any such action, suit or proceeding may be brought in
that State.