Exhibit
4.7


AECOM
TECHNOLOGY CORPORATION


2006
STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS


(As
Amended and Restated Effective October 1, 2006)


ARTICLE
I.  GENERAL PROVISIONS


1.             PURPOSE


The purpose of this AECOM
Technology Corporation 2006 Stock Incentive Plan For Non-Employee Directors
(the “Plan”) is to provide each Director with the ability to increase his or
her proprietary interest in the Company’s long-term prospects by providing for
the grant of options to purchase AECOM Common Stock to Directors.


2.             DEFINITIONS


The following definitions
shall be applicable throughout the Plan:


(a)                                  “Act” means the
Securities Act of 1933, as amended from time to time.


(b)                                 “Agreement” means a
written agreement setting forth the terms of an Option.


(c)                                  “Beneficiary” means
the person(s) who, upon the death of a Participant, shall have acquired
pursuant to Article III(1), the right to receive the benefits specified under
this Plan in the event of a Director’s death.


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


(e)                                  “Code” means the
Internal Revenue Code of 1986, as amended from time to time.


(f)                                    “Committee” means
the Board, the Compensation and Organization Committee of the Board or any
other committee appointed by the Board to administer the Plan, which committee
shall be comprised solely of two or more directors or such greater number of
directors as may be required under applicable law.


(g)                                 “Common Stock” means
the common stock ($.001 par value) of AECOM Technology Corporation.


(h)                                 “Company” means AECOM
Technology Corporation.


(i)                                     “Director” means
any director of the Company who is not employed by the Company or any of its
Subsidiaries or by any holder of more than five percent (5%) of the outstanding
voting securities of the Company.


(j)                                     “Event” shall mean
any of the following:













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


(ii)                                  Approval by the
stockholders of the Company of an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities which 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 Company (excluding from the term “former
stockholders” a stockholder who is, or as a result of the transaction in
question becomes, an “affiliate”, as that term is used in the Exchange Act and
the Rules promulgated thereunder, of any party to such merger, consolidation or
reorganization); or


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


(k)                                  “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


(l)                                     “Exercise Price”
means with respect to each share of Common Stock subject to an Option, the
price at which such share may be purchased from the Company pursuant to the
exercise of such Option.


(m)                               “Fair Market Value”
means, as of any specified date:


(i)                                     If
the Common Stock is listed or admitted to trade on a national securities
exchange, the closing price of the Common Stock on the Composite Tape, as
published in the Western Edition of the Wall Street Journal, of the principal
national securities exchange on which the Common Stock is so listed or admitted
to trade, on such date, or, if there is no trading of the Common Stock on such
date (or if the market has not closed at the applicable time), then the closing
price of the Common Stock as quoted on such Composite Tape on the next
preceding date on which there was trading in such shares;


(ii)                                  If
the Common Stock is not listed or admitted to trade on a national securities
exchange, the last/closing price for the Common Stock on such date, as
furnished by the National Association of Securities Dealers, Inc. (“NASD”)
through the NASDAQ National Market Reporting System or a similar organization
if the NASD is no longer reporting such information;


(iii)                               If
the Common Stock is not listed or admitted to trade on a national securities
exchange and is not reported on the National Market Reporting System, the mean
between the bid and asked price for the Common Stock on such date, as furnished
by the NASD or a similar organization; or













(iv)                              If
the Common Stock is not listed or admitted to trade on a national securities
exchange, is not reported on the National Market Reporting System and if bid
and asked prices for the Common Stock are not furnished by the NASD or a
similar organization, the value as established by the Committee at such time
for purposes of this Plan, such value to be determined in a manner consistent
with the AECOM Technology Corporation Retirement & Savings Plan.


(n)                                 “Nonqualified Stock
Option” means any Option that does not comply with the provisions of Section
422 of the Code.


(o)                                 “Option” means the
right to purchase Common Stock as provided in Article II.


(p)                                 “Participant” means a
Director who has been granted Options under this Plan.


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


(r)                                    “Plan” means this
AECOM Technology Corporation 2006 Stock Incentive Plan For Non-Employee
Directors.


(s)                                  “Subsidiary” means
any corporation or any other entity a majority of whose outstanding voting
stock or voting power is beneficially owned directly or indirectly by the
Company.


(t)                                    “Termination” means
retirement from the Board or termination of service as a Director for any other
reason.


3.             SHARES; ADJUSTMENTS IN EVENT OF CHANGES IN
CAPITALIZATION


(a)                                  Shares Authorized for Issuance; Cut Backs.  There shall be reserved for issuance under
the Plan 250,000 shares of Common Stock, subject to adjustment pursuant to
subsection (b) below, in connection with the award of Options.  Such shares shall be authorized but unissued
shares of Common Stock.  If any Option
shall expire without having been exercised in full, the shares subject to the
unexercised portion of such Option shall again be available for the purposes of
the Plan.  If any grant of an Option
would cause the sum of the shares of Common Stock previously issued and shares
issuable under outstanding Options under the Plan to exceed the maximum number
of shares authorized under the Plan, the Company shall prorate among the
Eligible Directors the grant of new Options granted to that date.  If and for so long as no available share
authorization remains, no additional Options shall be granted for such
duration.  If a cashless exercise is made
for any Options, only the number of shares actually issued shall be charged
against the maximum amount of Common Stock that may be delivered pursuant to this
Plan or any particular award.













(b)                                 Adjustments in Certain Events.  In the event of any change in the outstanding
Common Stock of the Company by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination, or
exchange of shares, split-up, split-off, spin-off, liquidation or other similar
change in capitalization, or any distribution to common shareholders other than
cash dividends, the number or kind of shares that may be issued under the Plan
shall be automatically adjusted so that the proportionate interest of the
Directors shall be maintained as before the occurrence of such event.  Such adjustment shall be in accordance with
the requirements of Section 409A of the Code to avoid the characterization
of the Option as a form of deferred compensation for purposes of
Section 409A of the Code and shall be conclusive and binding for all
purposes of the Plan.


4.             ELIGIBILITY


Any Director of the
Company shall be eligible to participate in the Plan.


5.             ADMINISTRATION


Full power and authority
to construe, interpret and administer the Plan shall be vested in the
Committee.  Decisions of the Committee
shall be final, conclusive and binding upon all parties.  Day-to-day administration of the Plan shall
be the responsibility of the Company’s Corporate Human Resources
Department.  This department may
authorize new or modify existing forms for use under this Plan so long as any
such modified or new forms are not inconsistent with the terms of the Plan.


ARTICLE II. 
OPTIONS


1.             INITIAL OPTION GRANTS TO NEW DIRECTORS


If any person first
becomes a Director after the effective date of this Plan, such Director shall
be granted (without further action by the Committee) an option to purchase
5,000 shares of Common Stock; the date of grant of which shall be the date the
Director takes office.


2.             ANNUAL OPTION GRANT


On the first business day
following the Company’s Annual Meeting of Shareholders in 2006 and each year
thereafter until 2015, or, if no such meeting is held, on April 1 or the first
business day thereafter, and each year thereafter, each person who is a
Director on the Award Date shall be automatically granted (without further
action by the Committee) an Option to purchase 5,000 shares of Common
Stock.  Notwithstanding the foregoing,
and subject to Section 3(a), the Board may, in its discretion, annually
increase the number of shares of Common Stock subject to an Option to be
granted under this Section 2; provided, however, that the Board may not
increase the number of shares subject to an Option by more than 10% of the
number of shares subject to an Option granted under this Section 2 in the prior
year.  For purposes of clarity, if the
Board does not increase the number of shares with respect to any annual grant
or does not increase the shares subject to any annual grant by the full 10%
authorized, the Board may not carry over for future years any unused share
increase percentage.













3.             OPTION TERMS


Options granted under the
Plan shall be subject to the following terms and conditions:


(a)                                  Option Designation and Agreement.  Any Option granted under the Plan
shall be granted as a Nonqualified Stock Option.  Each Option shall be evidenced by an
Agreement between the recipient and the Company containing the terms and
conditions of the Option.


(b)                                 Option Price.  The
Exercise Price of Common Stock issued pursuant to each Option shall be equal to
100% of the Fair Market Value of the Common Stock on the date of grant.


(c)                                  Term of Option. 
No Option shall be exercisable more than ten years after the
date the Option is granted, subject to earlier termination as provided below.


(d)                                 Vesting.  Options
granted under the Plan shall vest six months after the date of grant.


(e)                                  Exercise.  Options,
to the extent they are vested, may be exercised in whole or in part at any time
during the option period; provided, however, that an option may not be
exercised at any time for fewer than 100 shares (or the total remaining shares
covered by the Option if fewer than 100 shares) during the term of the
Option.  The specified number of shares
will be issued upon receipt by the Company of (i) notice from the optionee of
exercise of an Option, and (ii) payment to the Company (as provided in (f)
below) of the Exercise Price for the number of shares with respect to which the
Option is exercised.  Each such notice
and payment shall be delivered or mailed by postpaid mail, addressed to the
Treasurer of the Company at AECOM Technology Corporation, 555 South Flower
Street, Suite 3700, Los Angeles, California 
90071, or such other place as the Company may designate from time to
time.


(f)                                    Payment for Shares. 
The Exercise Price for the Common Stock shall be paid in full
when the Option is exercised.  The
Exercise Price may be paid in whole or in part (i) in cash, (ii) in whole
shares of Common Stock owned by the Director six months or longer and evidenced
by negotiable certificates, valued at their Fair Market Value on the date of
exercise, (iii) by a combination of such methods of payment, or (iv) in such
other form or in such other manner as the Committee may determine.  In addition, a Director may exercise the
Option by effecting a net “cashless” exercise of the Option through the Company’s
retention of that number of Option shares that would have been issued upon the
exercise of such Option that have a Fair Market Value, on the date of exercise
of the Option equal to the aggregate Exercise Price, or partly in such shares
and partly in cash, or in such other form or such other manner as the Committee
may determine.


(g)                                 Termination.  If
a Director’s service on the Board terminates by reason of (i) normal retirement
from the Board at age 72, (ii) the death or total and permanent













disability within the meaning of Section 22(e)(3) of the Code of such
Director, (iii) an Event, or (iv) voluntary early retirement to take a position
in governmental service, any Option held by such Director may thereafter be
exercised by the Director, or in the event of death by his or her Beneficiary,
to the extent it was vested and exercisable at the time of termination (i) for
a period equal to the number of years of completed Board service as of the date
of termination of the Director on whose behalf the Option is exercised, or (ii)
until the expiration of the stated term of such Option, whichever period is the
shorter.  In the event of termination for
any reason other than those set forth above, any Option held by such Director
may thereafter be exercised by the Director to the extent it was vested and
exercisable at the time of termination (i) for a period of one year from the date
of such termination or (ii) until the expiration of the stated term of such
Option, whichever period is the shorter.


(h)                                 Term.  No
Option shall be granted pursuant to the Plan on or after the tenth anniversary
of the effective date of this Plan, but Option awards granted prior to such
tenth anniversary may extend beyond that date until the expiration of their
terms.


ARTICLE III. 
MISCELLANEOUS PROVISIONS


1.             BENEFICIARY DESIGNATION


A Director may designate
any person to whom payments are to be made if the Director dies before
receiving payment of all amounts due hereunder. 
A designation of Beneficiary will be effective only after the signed
Election is filed with the Secretary of the Company while the Director is alive
and will cancel all designations of a Beneficiary signed and filed
earlier.  If the Director fails to
designate a Beneficiary as provided above, remaining unpaid amounts shall be
paid to the estate of such Director.  If
all Beneficiaries of the Director die before the Director or before complete
payment of all amounts due hereunder, the remaining unpaid amounts shall be
paid to the estate of the last to die of such Beneficiaries.


2.             INALIENABILITY OF
BENEFITS


(a)                                  Limit
On Exercise and Transfer.  Unless
otherwise expressly provided in (or pursuant to) this Article III(2), by
applicable law and by the Award Agreement, as the same may be amended, (i)
Awards are non-transferable and shall not be subject in any manner to sale,
transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;
(ii) Awards shall be exercised only by the Participant; and (iii) amounts
payable or shares issuable pursuant to any Award shall be delivered only to (or
for the account of) the Participant.  The
Committee shall disregard any attempt at transfer, assignment or other
alienation prohibited by the preceding sentence and shall pay or deliver such
cash or shares of Common Stock in accordance with the provisions of the Plan.


(b)                                 Exceptions.  The Committee may permit Awards to be
exercised by and paid to certain persons or entities related to the
Participant, including but not limited to













members of the Participant’s immediate family, or charitable
institutions, trusts or other entities controlled by or whose beneficiaries or
beneficial owners are the Participant and/or members of the Participant’s
immediate family or to such other related persons or entities as may be
approved by the Committee, pursuant to such conditions and procedures,
including limitations on subsequent transfers, as the Committee may establish.  Any permitted transfer shall be subject to
the condition that the Committee receive evidence satisfactory to it that the
transfer (i) is being made for essentially donative, estate and/or tax planning
purposes on a gratuitous or donative basis and without consideration (other
than nominal consideration or in exchange for an interest in a qualified
transferee), and (ii) will not compromise the Corporation’s ability to register
shares issuable under this Plan on SEC Form S-8 under the Securities Act.


(c)                                  Further
Exceptions to Limits On Transfer.  The
exercise and transfer restrictions in Article III(2)(a) shall not apply to (i)
transfers to the Corporation,  (ii) the
designation of a beneficiary to receive benefits in the event of the
Participant’s death or, if the Participant has died, transfers to or exercise
by the Participant’s Beneficiary, or, in the absence of a validly designated
Beneficiary, transfers to the estate, (iii) transfers to a family member (or
former family member) pursuant to a domestic relations order if approved or
ratified by the Committee, or (iv)  if
the Participant has suffered a disability, permitted transfers or exercises on
behalf of the Participant by his or her legal representative.


3.             GOVERNING LAW


The provisions of this Plan
shall be interpreted and construed in accordance’ with the laws of the State of
California, without giving effect to the doctrine of conflict of laws.


4.             AMENDMENTS


The Committee may amend,
alter or terminate this Plan at any time without the prior approval of the
Directors.  The Company, with the consent
of the Participant, may make such modifications of the terms and conditions of
such Participant’s Options as it shall deem advisable; provided, however, that,
except as provided in Article I(3)(b), no Option may be amended to reduce
the Exercise Price to an amount less than the Fair Market Value of the Common
Stock on the date of grant.  No Options
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.


5.             COMPLIANCE WITH RULE
16B-3


It is the intention of
the Company that the Plan comply in all respects with Rule 16b-3 promulgated
under Section 16(b) of the Exchange Act to the extent that such Rule is
applicable to the Company and that Plan participants remain non-employee
directors (“Non-Employee Directors”) for purposes of administering other
employee benefit plans of the Company and having such other plans be exempt
from Section 16(b) of the Exchange Act. 
Therefore, if any Plan provision is found not to be in compliance with
Rule 16b-3 or if any Plan provision would













disqualify Plan
participants from remaining Non-Employee Directors, that provision shall be
deemed amended so that the Plan does so comply and the Plan participants remain
Non-Employee Directors, to the extent permitted by law and deemed advisable by
the Committee, and in all events the Plan shall be construed in favor of its
meeting the requirements of Rule 16b-3.


6.             EFFECTIVE DATE


This Plan shall be
effective on January 1, 2006.


IN
WITNESS WHEREOF, the Company has caused this amended and
restated Plan to be executed this           
day of                       ,
2006


	
  

  	
  AECOM
  TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: