Exhibit
4.9


Australia
Stock Investment Plan


AECOM
Technology Corporation


July 2006











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; and


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


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


(d)                                 to
encourage Eligible Employees to save for their retirement.


1.2                               Operation
of Plan


The Plan will be operated in accordance with this Plan and any Trust
Agreement entered into between the Sponsoring Company and the Trustee relating
to the Plan.


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 accounts (including
any subaccounts established from time to time under each such account)maintained
to record the interest of a Member in the Trust Fund.


“Affiliated Company” means any
corporation which, at the time of reference, is a 5 1% or more owned (directly
or indirectly)subsidiary of the Sponsoring Company.


“Allocation Date” means the end of each
fiscal quarter including the last day of each Plan Year.


“Allocation Period” means, at a minimum,
the end of each fiscal quarter. The Board has the discretion to, prior to the
last day of the first fiscal quarter, to determine the allocation











period for the Plan Year. The Allocation Period cannot be less than one
quarter and cannot be greater than one year.


“Applicable Local Law” means the laws of
the jurisdiction in which the Member resided at the time that the Member dies.


“Beneficiary” means the person or
persons entitled to receive benefits which are payable under the plan or after
a Member’s death.


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


“Bonus” means bonuses and incentive
compensation of all types paid 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 any other Participating Company, or any of them.


“Compensation” means the superannuation
salary paid by a 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.


“Disability” shall mean physical and/or
mental incapacity of such a nature that it qualifies a Member for the receipt
of benefits under a long term disability welfare plan maintained by a
Participating Company.


“Eligible Employee” means an Employee of
a Participating Company who is eligible to participate in the Plan under Rule
3.


“Eligible Shares” means Shares credited
to an employee’s Account that have been held for a minimum of five years.
Eligible Shares do not include any company match shares.


“Employee” means a permanent, full- 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 Company that employs the Eligible Employee.


“Entry Date” means the first day of the
second calendar month immediately following the date the individual becomes an
Employee of a Company or Affiliated Company (for example, 1 April 2006 is the
Entry Date for all those who become employees in February 2006). However, the
first Entry Date shall not be prior to the commencement date established under
Rule 1.4.











“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 Matching Contribution to the
Plan on behalf of the Member in accordance with Rule 5, together with the
allocations thereto required by the Plan.


“Matching Contribution” means the
contributions to the Plan made by the Participating Company in accordance with
Rule 5.


“Matching Percentage” means the
percentage applied to contributions to the plan for determination of match
contributions as determined by the Board of Directors each plan year.
Notwithstanding the foregoing, the Board of Directors has the discretion to
modify the matching percentage each year.


“Member” means an Eligible Employee who
has elected to participate in the Plan pursuant to an invitation made by the
Board under Rule 3, and whose participation is not terminated as provided in
Rule 4.


“Member Contributions” means the Pre-Tax
Contributions.


“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 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, each period of one calendar month commencing on the first day of each
month for which the 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 Investment 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
contributed to the Plan by the Participating Company 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 as of
the date of the Member’s election under the arrangement. Rule 6 contains the
provisions under which Pre-Tax Contributions may be made.











“Pre-Tax Account” means the Account
maintained for a Member that is credited with the Member’s Pre-Tax
Contributions to the Plan in accordance with Rule 6.l(a), 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)                                 Disability;


(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.


“Rules” means the rules set forth in
this Plan, as said rules may from time to time be amended.


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


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


“Trust” means the legal entity resulting
from the Trust Agreement between the Sponsoring Company, on its own behalf and
as agent for all other Participating Companies, and the Trustee which receives
the Participating Companies’ and Members’ contributions, and holds Shares,
invests, and disburses funds to or for the benefit of Members.


“Trust Agreement” means the agreement by
and between the Sponsoring Company and the Trustee, as said Agreement ma)from
time to time be amended.


“Trust Fund” means all Shares and cash
contributed to or acquired by the Trustee in its capacity as such hereunder,
together with accumulated income, subject to all liabilities incurred by the Trustee
in its capacity as such and less all disbursements made in respect thereof.


“Trustee” means the person who is
appointed trustee by the Sponsoring Company from time to time.


“Valuation Date” means 3 1 March, 30
June, 30 September and 31 December and any other date specified by the Board.


“Vested Interest” means the portion of
the Member’s Matching Account which has become vested in accordance with Rule
8.











“Years of Vesting Service” means, with
respect to a Member, each calendar year during which the Member completes at
least 1,000 hours of service for which the member is paid, or entitled to
payment, for the performance of duties for an Affiliated Company. All years of
prior service with a merged or acquired Affiliated Company count toward the
vesting requirements. For purposes of determining an Employee’s hours of
service, an Employee who is credited with one hour of service in a month, shall
be credited with 190 hours of service.


2.2                               Ceasing
to be an Employee


For the purposes of these Rules, an Employee ceases to be an Eligible
Employee when a Participating Company no longer employs the person or when
their employer ceases to be an Affiliated Company.


2.3                               Rules
for Interpreting the 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 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)                                  A
reference to “US dollars” or “USD” is to United States currency.


3.                                      Eligibility


Each Employee shall become an Eligible Employee as of the first Entry
Date following the date on which they become an Employee. However, Eligible
Employees do not include (1)any person included in a unit of employees covered
by a collective bargaining agreement, unless such bargaining agreement
specifically provides otherwise, and (2)any person if such employee is not
included in a designated eligible payroll classification code so designated by
AECOM.


4.                                      Participation
in the Plan


4.1                               Participation


(a)                                  The
Sponsoring Company may, at any time, invite any Eligible Employee to
participate in the Plan in such form and manner and at such time as the
Eligible Sponsoring Company may prescribe from time to time.











(b)                                 Any
Eligible Employee shall become a Member on the first day of the calendar month
coincident with or next following the date on which they have filed with their
employer a completed application form to participate in the Plan in such form
and manner and at such time as the Sponsoring Company may prescribe 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 and/or Bonuses 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 may from
time to time require.


4.3                               Withdrawal
or Revocation of Application


Once made, an application can be withdrawn or revoked with the consent
of the Board.


4.4                               Effect
of Election


By electing to participate in the Plan, the Member agrees to be bound
by these Rules and the provisions of the Trust Agreement.


4.5                               Duration


The participation of a Member shall end when no further benefits are
payable to them or their Beneficiary under the Plan.


4.6                               Beneficiary


(a)                                  Beneficiary
Designation. Each Member shall file with the Company a written designation of
one or more persons as the Beneficiary who shall be entitled to receive any
amount payable under the Plan upon the Member’s death. A Member may from time
to time revoke or change their beneficiary designation without the consent of
any prior Beneficiary by filing a new designation with the Company. The last
such designation received by the Company shall be controlling; provided,
however, that no designation, or change or revocation thereof, shall be
effective unless received by the Company prior to the Member’s death, and in no
event shall it be effective as of a date prior to such receipt. All decisions
of the Board concerning the effectiveness of any beneficiary designation, and
the identity of any Beneficiary, shall be final. A designation of a Beneficiary
shall be effective only if the designated Beneficiary survives the Member.


(b)                                 Failure
to Designate Beneficiary. If no beneficiary designation or other instrument of
bequest is in effect at the time of a Member’s death, the payment of the
amount, if any, payable under the Plan upon their death shall be determined in
accordance with the laws of intestate succession under Applicable Local Law. If











the Company is in doubt as to the right of any person to receive such
amount, the Company may direct the Trustee to retain such amount, without
liability for any interest thereon, until the rights thereto are determined, or
the Company may direct the Trustee to pay such amount into any court of
appropriate jurisdiction and such payment shall be a complete discharge of the
liability of the Plan and the Trust therefor.


(c)                                  Upon
the death of a Member, their Beneficiaries shall be entitled to payment of
benefits in an amount and in the manner provided by the Plan as if the Beneficiary
were the Member.


(d)                                 Notwithstanding
the foregoing, the priority of the beneficiary designation, other instrument of
bequest, or intestacy rules, and the payment of the amount, if any, payable
under the Plan shall be determined by Applicable Local Law. The Company and the
Trustee shall have the right to assume that the beneficiary designation is
enforceable under Applicable Local Law, and any person challenging the validity
and enforceability thereof shall have the burden of proof in any judicial proceeding.


5.                                      Participating
Company Matching Contributions


5.1                               Participating
Company Matching Contributions


Each Employer shall contribute to the Trust Fund for each Allocation
Period an amount which is sufficient to provide each Member with an allocation
of Shares as follows:


(a)                                  an
amount equal to the Matching Percentage multiplied by the aggregate Member
Contributions applicable to the purchase of Shares made by such Eligible
Employee for that Allocation Period;


(b)                                 Notwithstanding
the foregoing, no contribution (or allocation)shall be made for any Member if
the resulting allocation would result in a violation of law or jeopardize the
applicable tax, securities, or other special status of the Plan. If the amount
that would otherwise be allocated is reduced, the Participating Company
Matching Contributions shall be correspondingly reduced.


5.2                               All
contributions set forth shall be made in cash or Shares or any combination
thereof. Shares shall be valued as of the Valuation Date coinciding with or
immediately preceding the pay date. Any contributions made in cash shall be
used by the Trustee to purchase Shares to be held in the Trust Fund for
allocation to Members as set forth in Rule 5.


5.3                             The
Sponsoring Company may contribute all or part of the entire amount due on
behalf of one or more Participating Companies and charge the amount to the
Participating Company responsible therefore.


5.4                             On
the Allocation Date, all Matching Contributions to the Plan shall be allocated
to the Matching Accounts of Members so that each Member receives the allocation
set forth in











Rule 5.1 above. For this purpose, Shares shall be
valued in US dollars (USD)as of the Allocation Date.


5.5                               With
respect to a Member who diversifies to cash pursuant to Rule 10, the Member
shall be suspended from future matches until such time as the Member
repurchases, through contributions, the amount of Shares originally
diversified.


6.                                      Member
Contributions


6.1                               Pre-Tax
Contributions


Notwithstanding the foregoing, beginning on and after the date decided
by the Board, Pre-Tax Contributions may be made to the Plan as follows:


(a)                                  Subject
to the limitations in Rule 6, each Member may elect a reduction in their
Compensation on their own behalf in whole percentages from 1% to 25% for each
payroll period, beginning with the payroll period following that in which the
Member commences participation in the Plan in accordance with Rule 4.1.


(b)                                 Subject
to the limitations in Rule 6.3, each Member may also elect a reduction (in
whole percentages up to 100%)of any Bonuses paid to the Member, beginning with
the date the Member commences participation in the Plan in accordance with Rule
4.1.


(c)                                  To make Pre-Tax
Contributions under this Rule, the Employer will reduce the Member’s
Compensation or Bonus (by payroll withholding or other necessary means)the
amount authorised by the Member and the Employer will pay over such amounts to
the Trustee as soon as reasonably practicable thereafter.


(d)                                 Such
contributions shall be credited to the Member’s Pre-Tax Account.


6.2                               Subject
to the provisions of Rule 6, a Member may elect, on a monthly basis, to change,
suspend or resume the rate of Pre-Tax Contributions from Member’s Compensation
(or otherwise cease Pre-Tax Contributions), effective as of the first pay
cheque of the following calendar month or 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.


6.3                               Subject
to the provisions of Rule 6, a Member may also elect, on an annual basis, to
change, suspend or resume the rate of or Pre-Tax Contributions from Member’s
Bonus, effective as of the first day of the following Plan Year or the election
and effective date of the election may be 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.











6.4                               For
the purposes of Rule 6, the following shall not be deemed a change in the
Member’s rate of Pre-Tax Contributions: (i)a Member’s initial election of
Pre-Tax Contributions; and (ii)imposition of the limits of Rule 6.3.


6.5                               No
interest will be payable in respect of any Member Contributions.


7.                                      Trust
Fund


7.1                               Plan
Assets


All Participating Company contributions made in accordance with Rule 5
and Member contributions made in accordance with Rule 6 shall be paid over to
the Trustee and held pursuant to the provisions of the Plan and the Trust
Agreement. The Trustee shall purchase Shares on behalf of the Members using
their Member Contributions as soon as reasonable practicable after receipt of
the Member Contributions.


7.2                               Accounts


A Member’s interest in the Trust Fund shall be reflected in their Account.
One or more subaccounts may be established under each Account for such purposes
as the Board deems appropriate. The fact that separate accounts are maintained
for each Member shall not be deemed to segregate for such Member, or to give
such Member any direct interest in, any specific asset or assets in the Trust
Fund. Notwithstanding the foregoing, the Trust Fund shall be treated as a
single trust for purposes of investment and administration.


7.3                               Allocation
of Dividends, Splits, Recapitalisations, etc.


Any Shares received by the Trustee as a result of a dividend or other
distribution, stock split, conversion, or as a result of a reorganisation or
other recapitalisation of the Sponsoring Company shall be allocated by the
Trustee in the same manner as the Shares to which they are attributable were
allocated.


8.                                      Vesting


8.1                             Member
Contributions


Subject to Rule 8, Shares acquired with Pre-Tax Contributions, other
than Shares allocated to the Matching Account, shall be fully vested at all
times.


8.2                               Matching
Contributions


For all purposes of the Plan, a Member’s Vested Interest in the
Matching Account 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. 











 


	
  

  	
   

  	
  Vested Interest in 

  	
   

  
	
  Years of Vesting Service

  	
   

  	
  Member’s Account

  	
   

  
	
  Less than 3
  years

  	
   

  	
  0

  	
  %

  
	
  3 years or more

  	
   

  	
  100

  	
  %

  



 


8.3                               Forfeitures


The unvested portion of a Member’s Account whose account is distributed
shall be forfeited. A Member who ceases to be an Employee and whose
nonforfeiturable percentage in their Matching Account is zero shall cease to be
a Member. If a non- vested Member is reemployed, the prior Account balance
shall not be reestablished, unless the Board otherwise determines in its sole
discretion.


8.4                               Accelerate
Vesting


Notwithstanding Rule 8.2, a Member shall be fully vested in their
Matching Account if their employment ceases because of a Qualifying Reason.


8.5                             Treatment
of Forfeitures


All forfeitures shall reduce the amount of Company contributions
required by Rule 5.


9.                                      Distributions


9.1                               Member
Account Distributions


(a)                                  The
Shares allocated to a Member’s Account and the Member’s Vested Interest in the
Matching Account can only be withdrawn in accordance with the provisions of
Rules 9 and 10. Members will sell their Shares to the Sponsoring Company as
soon as administratively feasible after the end of the Plan Year in which a
Member ceased to be an Employee and elect to commence distribution payments by
completing a stock repurchase form. Distributions shall be made on the date the
Shares are sold and will be paid to the Member in accordance with the
provisions of Rules 9.1.


(b)                                 The
number of Shares distributable hereunder shall be the number of Shares
allocated to the vested portion of Member’s Accounts.


(c)                                  The
participant (or his or her designated beneficiary or legal representative)shall
be entitled to payment for the entire vested value of his or her Account in the
Plan in the event of his or her retirement, death, a Disability or termination
of employment for any reason.


(d)                                 The
sale of any Share by a Member shall cease if the Member is rehired by the
Company or an Affiliated Company. In that event, any sales of Shares not yet
undertaken shall remain in the Member’s Account until the Member again











becomes eligible for a distribution under the Plan. Subject to Rule
9.3, any subsequent distributions shall be made as if the Member did not
previously terminate employment (except that previously distributed amounts
shall be ignored).


(e)                                  Distributions
to a Member shall be based upon the value of their Account as of the Valuation
Date coinciding with or immediately preceding the date of distribution.


9.2                               Lost
Member/Beneficiary


Notwithstanding any other provision of the Plan, in the event the
Company, after reasonable effort, is unable to locate a Member or Beneficiary
to whom a benefit is payable under the Plan, such benefit shall not escheat to
any country or governmental body and shall be forfeited; provided, however,
that such benefit shall be reinstated (in an amount equal to the amount
forfeited)upon proper claim made by such Member of Beneficiary prior to the
termination of the Plan. The Board may provide additional or alternative rules
for the treatment of missing Members.


9.3                               Benefits
Payable Solely By Trust


All benefits payable under the Plan shall be paid or provided for
solely from the Trust. The Trust Fund shall be the sole source of benefits
under the Plan and the Company and the Board assume no liability or
responsibility for payment of such benefits and each Member, Beneficiary or
other person who shall claim the right to any payment under the Plan shall be
entitled to look only to the Trust Fund for such payment and shall not have any
right, claim or demand against the Company, the Board or any member thereof, or
any employee or director of the Company.


9.4                               Withholding


(a)                                  Each
Member, as a condition of participating under the Plan, agrees to bear
responsibility for all income taxes and applicable social security or similar
such taxes, if any, which may be due on or with respect to distributions under
the Plan or otherwise in connection with the participation of a Member in the
Plan. At any time, the Employer may withhold from any distribution the amount
necessary for the Employer to meet applicable withholding obligations. Without
limitation to the above, the Trustee or the Employer may sell, redeem, forfeit
or otherwise dispose of (or procure the sale or other disposal of)any Shares
allocated to the account of a Member to discharge any liability to withhold any
income tax or applicable social security or similar such taxes which may be due
in connection with the participation in the Plan of the Member.


(b)                                 Partial
Distribution Upon Vesting


A Member shall be entitled to a partial distribution in cash equal to
the tax liability, if any, they have incurred upon vesting of matches.











9.5                               No
Other Distribution


Except as provided by Rule 9 and Rule 10, a Member may not, at any
time, request the Trustee:


(a)                                  to
sell or otherwise dispose of the Shares held by the Trustee in trust for the
Member under the Plan; or


(b)                                 to
transfer Shares held by the Trustee in trust for the Member under the Plan to
the Member.


9.6                               No
Loans


No Member shall be allowed to borrow from the Plan.


10.                               Common
Shares Diversification


10.1                        Elect to
Diversify


A Member may elect to diversify any portion of their Eligible Shares in
their Pre-Tax Accounts as described in Rule 10.2, which have been held for a
minimum of five years.


10.2                        Diversification
Options


To the extent allowed by the Participating Company, a Member will be
able to diversify their Account in Shares through one of the following options:


(a)                                  For
Members with Eligible Shares having a value of at least USD 50,000, the Member
may sell up to USD 50,000 or 20% of the Eligible Share value plus one Share,
whichever is greater, back to the Sponsoring Company on an annual basis;


(b)                                 For
Members with Eligible Shares having a value of less than USD 50,000, the Member
may sell up to 100% of the Eligible Share value back to the Sponsoring Company
on an annual basis.


The value of the Eligible Shares for the diversification calculation
shall be the valued as of the most recent Valuation Date. Sale and payment will
be made by the end of the quarter following the Plan Year end.


10.3                        Right to
Reduce or Refrain from Repurchasing


The Sponsoring Company reserves the right, in managing its liquidity in
accordance with its credit and other debt agreements and otherwise in a prudent
fashion, to reduce or refrain from repurchasing shares tendered under the
diversification program.


11.                               Restriction
on Transfer of Shares


11.1                        Restriction
on transfer before 10 years


Shares held by the Trustee on trust for a Member under the Plan must
not, before the expiration of 10 years after the acquisition of the Share by
the Trustee, be sold or otherwise disposed of by the Trustee or transferred to
the Member, except:











(a)                                  where
the Employee ceases to be employed by the Company, but excluding where the
Employee becomes an Inter-Company Transferee; or


(b)                                 as
required by applicable law.


12.                               Administration


12.1                        Powers and
Duties of Trustee


(a)                                  The
Trustee shall have responsibility under the Plan for the management and control
of the assets of the Plan; provided, however, that the Trustee shall invest all
assets in Shares except as is otherwise required under the terms of the Trust.


(b)                                 The
Trustee must promptly give to each Member on whose behalf it holds Shares a
copy of every notice of meeting and notice concerning a rights issue or bonus
issue, and any other communication received from the Sponsoring Company, as a
holder of Shares.


(c)                                  The
Trustee shall vote unallocated Shares held in the Trust Fund as the Trustee
determines to be in the best interests of Members.


12.2                        Powers and
Duties of the Board


(a)                                  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, which is in the Board’s opinion, for the benefit of the Members.


(b)                                 The
Board (or its delegate)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.


(c)                                  The
Board is authorized to take any action it deems desirable to correct prior
incorrect allocations or other errors.


12.3                        Agents


The Board shall engage such legal counsel, certified public accountants
and other advisors and service providers, who may be legal counsel,
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.











12.4                        Suspension
of the Plan


(a)                                  The
Board may temporarily or permanently suspend contributions (of all types)to the
Plan in its absolute discretion. No contributions to the Plan shall be made
after the suspension date, except that any amounts withheld or deducted from
Members’ Compensation or Bonuses prior to the suspension date shall be
contributed to the Trust or returned to Members, at the discretion of the
Board.


(b)                                 Suspension
under Rule 12.4 takes effect from the date decided by the Board and continues
until the Board resolves to recommence the Plan or terminate it. The Board may
resolve to recommence operation of the Plan following a suspension on any
conditions it thinks appropriate.


(c)                                  Suspension
does not the affect the operation of these Rules (other than suspension of
contributions)unless the Board resolves otherwise.


12.5                        Right to
Amend or Terminate Plan


The Board may resolve to terminate the Plan. The Board may vary these
Rules as it thinks appropriate.


13.                             General
Provisions


13.1                        All Risk
on Members


Members shall assume all risk in connection with any decrease in the
value of assets of the Trust and the Member’s Accounts. Neither the
Participating Companies, the Board nor the Trustee shall be liable or
responsible for any decrease in the value of the assets of the Trust and the
Member’s Accounts.


13.2                        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 or any other Company.


13.3                        Ceasing
Employment


Any Member who ceases to be in the employment of any Participating
Company or Affiliated Company is not entitled to any compensation for any loss
of any right or benefit or prospective right or benefit under the Plan which
they might otherwise have enjoyed whether such compensation is claimed by way
of damages for wrongful or unfair dismissal or other breach of contract or by
way of compensation for loss of office or otherwise.











13.4                        Entitlements
of Member


At each general meeting of the Sponsoring Company or other meeting at
which the Shares may be voted, a Member is entitled, in relation to only the
Shares allocated and credited to their Account, to direct the Trustee to vote
the Shares at the meeting in a particular way or to abstain from voting the
Shares, provided that such direction is received by the Trustee not less than 5
business days before the meeting.


13.5                        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 to that Member under the Plan. The Trustee may
withhold from any such distribution to a Member an amount necessary to meet
such charges.


13.6                        Fees,
Expenses and Indemnity


(a)                                  The
expenses of administering the Plan including (i)the expenses incurred by the
members of the Board (or any of its delegates or any employees of Participating
Companies charged with administration and/or operation of the Plan)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)and (ii)all other proper charges and
disbursements of the Trust Fund or the members of the Board or other persons
described in clause (i)(including settlements of claims or legal actions
brought against any party (and costs and expenses of defending same), approved
by the Board, after consulting with counsel to the Plan), shall be paid, to the
extent permitted by law, by the Sponsoring Company.


(b)                                 To
the maximum extent permitted by law, no member of the Board shall be personally
liable by reason of any contract or other instrument executed by them, nor for
any mistake of judgment made in good faith, and each Employer shall indemnify
and hold harmless, directly from its own assets (including the proceeds of any
insurance policy the premiums of which are paid from the Company’s own assets),
each member of the Board and each other officer, employee, or director of the
Employer exercising or having any duty or power relating to the Plan or to the
assets of the Plan against any cost or expense (including counsel fees)or loss
or liability arising out of any act or omission to act in connection with the
Plan unless (1)arising out of such person’s own fraud or bad faith or (2)such
amount is paid by the Trust under subsection (a). The indemnity under this Rule
13.6 shall be in addition to any other rights provided under law, the bylaws of
the Company, or otherwise.


13.7                        Mistake of
Fact


Notwithstanding any other provisions herein contained, if any
contribution is made due to a mistake in fact, such contribution shall upon the
direction of the Board be returned to











the Company or the parties who made it, as directed by the Company,
without liability to any person.


13.8                        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.