Exhibit
4.8


AECOM
TECHNOLOGY CORPORATION


STOCK
PURCHASE PLAN


AMENDED
AND RESTATED OCTOBER 1, 2006











ARTICLE I

Scope of Plan and Definitions


1.1          Purpose and Scope of
Plan


The AECOM Technology Corporation Stock Purchase Plan (“Plan”)
is effective as of June 1, 1991, and is restated effective October 1,
2006.  The purpose of the Plan is to
provide certain Employees and Directors of the Company with the opportunity to
invest compensation deferral contributions in units of common stock of the
Company.


1.2          Terms Defined in the AECOM RSP


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


1.3          Definitions


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


(a)                                  “Accounts”
means Participants’ Supplemental Compensation Deferral Accounts and Additional
Credits Accounts.  These accounts are unfunded
bookkeeping accounts that are credited with amounts as provided in Article II.


(b)                                 “Additional
Credit Account” means the account established for a Participant pursuant to
Section 2.2(c) of this Plan.


(c)                                  “AECOM
RSP” means the AECOM Technology Corporation Retirement & Savings Plan as
such plan may be amended from time to time (formerly called the Employee Stock
Ownership Plan).


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


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


(f)                                    “Committee”
means a committee appointed by the Board to administer the Plan, and any
successor committee of the Board with similar functions, and shall consist of
two or more members (or such greater number as may be required under applicable
law) each of whom shall, to the extent required by applicable law, be “non-employee
directors” within the meaning of applicable regulatory requirements, including
those promulgated under Section 16 of the Securities











Exchange Act of 1934 (the
“Act”).  The Board may at any time take
action under the Plan in place of the Committee, provided that a majority of
the members of the Board shall, to the extent required by applicable law, be “non-employee
directors” (within the meaning set forth above) when taking such action.


(g)                                 “Common
Stock” means the common stock of the Company.


(h)                                 “Common
Stock Unit” means a bookkeeping entry that serves as a unit of measurement
relative to a share of Common Stock for purposes of determining the payment of
a benefit under this Plan.  Such Common
Stock Units are not outstanding shares and do not entitle a Participant to any
dividend, voting or other rights in respect of any Common Stock.


(i)                                     “Company”
means AECOM Technology Corporation or its successor corporation.


(j)                                     “Compensation”
means compensation as defined in the AECOM RSP modified by including
compensation deferral contributions under this Plan and by ignoring the
limitation on compensation under Section 401(a)(17) of the Code.


(k)                                  “Director”
means a person who is a member of the Board and who is not an Eligible
Employee.


(l)                                     “Effective
Date” means October 1, 2006.


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


(n)                                 “Eligible
Employee” means for any Plan Year any Employee of the Company or a
Participating Employer who (i) is eligible to elect Pre-Tax Contributions or
After Tax Contributions under the AECOM RSP, and (ii) is expected to be a
Highly Compensated Employee for the plan year of the AECOM RSP ending within
the Plan Year or the plan year of the AECOM RSP beginning within the Plan
Year.  Eligible Employee shall also
include for any Plan Year any other employee of a foreign subsidiary, 80% of
which is owned in the aggregate by the Company and Participating Employers
provided that (i) such employee would be expected to be a Highly Compensated
Employee were the employee employed by a Participating Employer, and (ii) such
employee is selected by the Committee after the Committee determines that
applicable foreign law permits such employee to participate in the Plan.











(o)                                 “Fair
Market Value” on any date mean the most recent price per share at which shares
of Common Stock were sold to the AECOM RSP or the most recent per share
valuation of the Common Stock under the AECOM RSP.


(p)                                 “Participant”
means an Eligible Employee or Director who has an Account under this Plan.


(q)                                 “Participating
Employer” means the Company and any other employer that is participating in the
AECOM RSP.


(r)                                    “Plan”
means the AECOM Technology Corporation Stock Purchase Plan as set forth herein.


(s)                                  “Plan
Year” means each calendar year.


(t)                                    “Preferred
Stock” means Series A Preferred Stock of the Company.


(u)                                 “Preferred
Stock Units” means a bookkeeping entry that serves as a unit of measurement
relative to a share of Preferred Stock for purposes of determining the payment
of a benefit under this Plan.  Such
Preferred Stock Units are not outstanding shares and do not entitle a
Participant to any dividend, voting or other rights in respect of any Preferred
Stock.


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


(w)                               “Unit”
means either a Common Stock Unit or a Preferred Stock Unit.


1.4          Other Definitional
Provisions


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











ARTICLE II

Participation and Credits


2.1          Participation


(a)                                  (i)            Effective
January 1, 2007, an Eligible Employee may irrevocably authorize the
pre-tax deferral of cash Compensation under this Plan in any whole percentage
up to 50%, unless otherwise determined by the Committee, for payroll periods
beginning in a Plan Year.  For Plan Years
ending prior to 2007, an Eligible Employee could irrevocably authorize the
pre-tax deferral of cash Compensation under this Plan in any whole percentage
up to (A) 50%, unless otherwise determined by the Committee, for payroll
periods beginning in the months of January through June and October through December
of a Plan Year and (B) 75%, unless otherwise determined by the Committee, for
payroll periods beginning in the months of July through September of a Plan
Year.


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


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


(iv)          To
be effective, the authorization of any Eligible Employee under
Section 2.1(a)(i) or (ii), or of any Director under Section 2.1(a)(iii),
must be submitted to the Committee on the appropriate enrollment form before
the Eligible Employee’s or Director’s Eligibility Date for the Plan Year.  Notwithstanding Section 2.1(a)(i) or (ii),
such authorization will not continue in effect after the date the Participant
terminates employment with the Company. 
Any authorization form submitted for a Plan Year shall continue to apply
to future Plan Years unless the Eligible Employee or Director files a new
election with the Committee before the beginning of the future Plan Year.


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


(vi)          Notwithstanding anything
contained herein to the contrary, no election to defer Compensation hereunder
shall be effective to reduce the Compensation paid











to an Eligible
Employee for a calendar year to an amount that is less than the amount that the
Participating Employer is required to withhold from such Eligible Employee’s
Compensation for such calendar year for purposes of federal, state and local
(if any) income and employment tax (including Federal Insurance Contributions
Act (FICA) tax withholding).


(vii)         Notwithstanding anything
contained herein to the contrary, effective June 30, 2002, deferrals under
this Plan shall cease and, except as set forth in the last sentence of
Section 2.2(c), no additional Common Stock Units shall be credited to Participants’
Accounts.  Effective August 2, 2002,
deferrals shall recommence at the same rate previously elected for 2002,
provided that in light of the fact that the Company informed Participants that
deferrals would cease in accordance with the preceding sentence, a Participant
may elect in writing, on forms provided by the Committee, that no deferrals be
made for the remainder of the 2002 year. 
Any such election must be made prior to August 1, 2002.


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


2.2                               Credits
to Supplemental Compensation Deferral Account and Additional Credit Account


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


(b)                                 In
addition to the crediting of deferrals authorized pursuant to Section 2.1(a),
the Company may credit to the Participant’s (or Eligible Employee’s, if the
person is not already a Participant) Supplemental Compensation Deferral Account
any additional cash amounts or Common Stock Units which the Company has
determined, for any reason, to credit to such Participant.  Unless the Company or Committee determines
otherwise (as evidenced by a resolution or writing to the Participant), any
such additional cash amounts or Common Stock Units that are credited to the
Participant’s Supplemental Compensation Deferral Account shall be subject to a
three-year cliff vesting (as set forth in the AECOM RSP) and accounted for
separately in a subaccount.


(c)                                  In
addition, the Company will credit the Additional Credits Account of each
Participant (or Eligible Employee, if the person is not already a Participant)
with additional Common Share Units equal to the value of the amounts that are
not allocated to the Eligible Employee’s Matching Stock Accounts under the
AECOM RSP due to the application of (i) the limits on contributions and other
annual additions under Section 415 of the Code and/or (ii) the
nondiscrimination rules under Code Section 401(m) (as applied to matching
contributions, but not after











tax contributions) or
401(a) (4).  No additional credits shall
be made (i) to reflect amounts not allocated due to any other reason, including
without limitation to Code Section 401(a) (17) or (ii) to reflect any amount
not contributed due to any limits on 401(k) contributions.  All such credits shall be made on the last
day of the Plan Year through 2001.


(d)                                 In
addition, on March 31, 2002 (or such later dates set forth in Section 6.1(a)(2)
(excluding paragraph (G) thereof) of the AECOM RSP), credits shall be made to
reflect amounts that would have been credited to the Participant under
Section 6.2(a) of the AECOM RSP as of that date if the Participant had not
been a  Participant under this Plan or a
Highly Compensated Employee.  On
September 30, 2002, credits shall be made to  reflect
amounts that would have been credited to the Participant under Section 6.2(b)
of the AECOM RSP as of that date if the Participant had not been a Participant
under this Plan or a Highly Compensated Employee.  Finally, on January 1, March 31,
June 30 and September 30, credits shall be made to reflect amounts,
if any, that would have been allocated to the Participant under Section 6.2(c),
(d) or (e) of the AECOM RSP as of the end of such quarter if the Participant
had not been a  Participant under this
Plan or a Highly Compensated Employee.


2.3          Accounts and Interest
Equivalents


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


(b)                                 Common
Stock Units.  Cash amounts credited
to each Participant’s Account under the Plan shall be converted into a number
of Common Stock Units by dividing the cash amount in each Account by the Fair
Market Value of a share of Common Stock of the Company.  For this purpose, deferrals credited to a
Participant’s Account shall be converted to Common Stock Units as follows:


(i)             prior
to July 1, 1998, based on the Fair Market Value used in the AECOM RSP on the
semi-annual valuation of stock performed in accordance with the terms of the
AECOM RSP which coincides with or immediately follows the date such cash
amounts are credited to the Participant’s Account;


(ii)           on and after
July 1, 1998 except as set forth in (iii) below, based on the Fair Market Value
used in the AECOM RSP on the quarterly valuation of stock performed in
accordance with the terms of the AECOM RSP which coincides with or immediately
precedes the date such deferrals are credited to the Participant’s Account,
except that the conversion with respect to amounts described in the last
sentence of Section 2.2(c) shall be based on the December 31, 2001
valuation of stock performed in accordance with the terms of the AECOM RSP; and











(iii)          during any quarter in
which the Committee for the RSP Plan implements the rules set forth in Section
8.1(a)(5) of the RSP Plan, based on the Fair Market Value used in the AECOM RSP
on the quarterly valuation for the end of such quarter in accordance with the
terms of the AECOM RSP.


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


(d)                                 Adjustments.  If the outstanding shares of the Company’s
Common Stock and/or Preferred Stock are increased, decreased or changed into,
or exchanged for, a different number or kind of shares or securities of the
Company through a reorganization or merger in which the Company is the
surviving entity, or through a combination, recapitalization, reclassification,
stock split, stock dividend, stock consolidation or otherwise, an appropriate
adjustment shall be made in the number and kind of Common Stock Units that are
credited to each Participant’s Account under the Plan.


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


(f)                                    Preferred
Stock Units.  Effective as of the
first day of each calendar quarter from October 1, 2000 until December 31,
2001, certain Participants may elect to convert his or her Common Stock Units
into Preferred Stock Units.  The number
of Common Stock Units so converted shall not exceed that number of Common Stock
Units held under this Plan on the Anniversary Date of the sixth preceding Plan
Year reduced by all prior conversions since that date.  The number of Preferred Stock Units awarded
shall be determined on the basis of the relative fair market values of the
Common Stock and Preferred Stock on the quarterly valuation date.  The conversion of Common Stock Units shall in
all respects by governed by rules analogous to the rules set forth in Section
8.7(b) of the AECOM RSP relating to Common to Preferred Diversifications,
including all of the aggregate and individual limits set forth in Section
8.7(b)(2) and (3) thereof.


2.4          Vesting


Except as otherwise provided pursuant to Section
2.2(b), each Participant shall be one hundred percent vested, at all times, in
the value of his Supplemental Compensation Deferral Account.  Each Participant shall be one hundred percent











vested in the value of his Additional Credits Account
when he becomes one hundred percent vested in the AECOM RSP and shall be zero
percent vested until such time.











ARTICLE III

Payment of Benefits


3.1          Commencement and Form of Payment Upon Termination Of
Employment


(a)                                  Time
for Payment.


Following each Participant’s termination of employment
with all Participating Employers, the Participating Employer by which the
Participant was last employed shall pay to such Participant, or, if such
Participant is not living at the time for payment, to such Participant’s
Beneficiary, the vested amount then credited to the Participant’s Account in
accordance with the distribution provisions of Sections 3.1(b) and (c)
below.  An Eligible Employee who
terminates employment with a Participating Employer shall be treated under the
Plan as a terminated Eligible Employee without regard to whether he or she
becomes a Director upon or after ceasing to be an Eligible Employee.  A Director shall be deemed to have “terminated
employment” and reached his Retirement Date on the date that he ceases to be a
member of the Board.


(b)                                 Method
of Payment.


Unless otherwise determined by the Committee, payments
of a Participant’s Account shall be made in actual shares of Common Stock or
Preferred Stock of the Company in a number equal to the number of shares then
payable, with any fractional share units to be settled by a cash payment.  Any shares distributed under this Plan shall
be subject to any put, call or other option or buy-sell or similar arrangement
which applies to such shares in accordance with the Certificate of
Incorporation or Bylaws of the Company, and any repurchases shall be subject to
any repurchase limitations set forth therein or similar rules in the AECOM RSP,
so that no repurchase shall be made which would result in the violation of any
covenant or agreement of the Company. 
For this purpose, no repurchase under this Plan shall be made for a Plan
Year until all repurchases of the Common Stock or Preferred Stock of the
Company have been made under the AECOM RSP with respect to the Plan Year of the
AECOM RSP ending within such Plan Year.


(c)                                  Distributions
for Participants who Terminate Prior to the Effective Date.


(i)            The Committee, in its
discretion, may convert the Common Stock Units and any Preferred Stock Units in
a Participant’s Account to a cash book account entry, determined as though the
Units were shares of Common Stock and Preferred Stock, respectively, owned by
the Participant on the date of termination of employment, and based on the
valuation of Common Stock and Preferred Stock











performed in
accordance with the terms of the Company’s Bylaws.  The Committee may pay such amount to the
Participant (A) in cash in a single lump sum, or (B) in five annual payments of
20% of the principal amount of the Participant’s Account plus accrued but
unpaid interest at the rate described under Section 6.10 of the Bylaws of the
Company for the repurchase of shares of the Company with a promissory
note.  Alternatively, in lieu of such
five annual payments, such Participant may elect for the Company to make five
annual conversions of the Common Stock Units and Preferred Stock Units (if any)
in the Participant’s Account to cash book account entries, which shall commence
within 90 days after the end of the fiscal year in which occurs the Participant’s
Retirement Date, death or Break in Service. 
The first such conversion shall equal one-fifth of the Participant’s
Units; the second such conversion shall equal one-fourth of the Participant’s
remaining Units; the third such conversion shall equal one-third of the
Participant’s remaining Units; the fourth such conversion shall equal one-half
of the Participant’s remaining Units; and the fifth such conversion shall equal
the balance of the Participant’s Units. 
Alternatively, in lieu of such five annual payments, at least one year
in advance of termination of employment, such Participant may elect for the
Corporation to make ten annual conversions of the Units in the Participant’s
Account to cash book account entries, which shall commence within 90 days after
the end of the fiscal year in which occurs the Participant’s Retirement Date,
death or Break in Service.  The first
such conversion shall equal one-tenth of the Participant’s Units; the second
such conversion shall equal one-ninth of the Participant’s remaining Units; the
third such conversion shall equal one-eighth of the Participant’s remaining
Units; the fourth such conversion shall equal one-seventh of the Participant’s
remaining Units; the fifth such conversion shall equal one-sixth of the
Participant’s remaining Units; the sixth such conversion shall equal one-fifth
of the Participant’s Units; the seventh such conversion shall equal one-fourth
of the Participant’s remaining Units; the eighth such conversion shall equal
one-third of the Participant’s remaining Units; the ninth such conversion shall
equal one-half of the Participant’s remaining Units; and the tenth such
conversion shall equal the balance of the Participant’s Units.  The Company may accelerate such conversions
at any time.  Each cash book account
entry shall be determined as though the Units were shares of Common Stock owned
by the Participant at the end of the fiscal year immediately preceding the
conversion date and shall be based on the valuation of Common Stock performed
in accordance with the terms of the Company’s Bylaws.  Each such converted amount shall be paid
promptly, in cash.  If any amounts
credited to a Participant’s Supplemental Compensation Deferral Account under
Section 2.1(a) are or will be distributed pursuant to this Section 3.1(c) (the “First
Distribution”), any additional amounts credited to the Participant in
accordance with Section 2.2(b) (the “Subsequent Distribution”) will be
distributed at the same time and in the same manner as the First Distribution;
provided that no special distribution provision is contained in the award of
such amounts under Section 2.2(b).  If at
the date for commencement of the Subsequent Distribution, the First
Distribution has already commenced, the Subsequent 











Distribution will
be divided into a number of substantially equal installments of Units (or cash,
if Units were not awarded to the Participant under Section 2.2(b)) that
corresponds to the number of remaining installments to be paid under the First
Distribution.  Each such installment of
the Subsequent Distribution will be paid at the same time and in the same
manner as the corresponding installment of the First Distribution.


(ii)           After the Effective
Date, all conversions or distributions pursuant to this subsection (b) shall be
made in the manner specified in subsection (c)(iii).  In addition, to the extent the Participant’s
Account is credited with Class B Common Stock Units, the Committee may elect to
make any installment payment in Class B shares in lieu of cash.


(iii)          As used herein, the term
“Break in Service” means a fiscal year during which the Participant has not
completed more than 500 Hours of Service; the term “Hours of Service” means the
Participant’s hours of service as provided in the AECOM RSP); and the term “Retirement
Date” means the date of a Participant’s Normal Retirement Date, Deferred Retirement
Date, or Disability Retirement Date, as provided in Article VIII of the AECOM
RSP.


(d)                                 Distributions
for Participants who Terminate After the Effective Date.


(i)            The Committee shall
distribute in five annual installments, shares of Common Stock equal to the
number of Common Stock Units in the Participant’s Account and shares of
Preferred Stock equal to the number of Preferred Stock Units in the Participant’s
Account.  Following the distribution of
each installment, the Participant’s Account shall be reduced by that number of
Common Stock Units equal to the number of shares of Common Stock
distributed.  The first such distribution
shall be that number of shares of Common Stock that is equal to one-fifth of
the number of Common Stock Units credited to the Participant’s Account
immediately prior to such distribution; the second such distribution shall be
shares of Common Stock equal to one-fourth of the Participant’s remaining
Common Stock Units; the third such distribution shall be shares of Common Stock
equal to one-third of the Participant’s remaining Common Stock Units; the
fourth such distribution shall be shares of Common Stock equal to one-half of
the Participant’s remaining Common Stock Units; and the fifth such distribution
shall be shares of Common Stock equal to the balance of the Participant’s
Common Stock Units.  Following the
distribution of each installment, the Participant’s Account shall be reduced by
that number of Preferred Stock Units equal to the number of shares of Preferred
Stock distributed.  The first such
distribution shall be that number of shares of Preferred Stock that is equal to
one-fifth of the number of Preferred Stock Units credited to the Participant’s
Account immediately prior to such distribution; the second such distribution
shall be shares of Preferred Stock equal to one-fourth of the Participant’s
remaining Preferred Stock Units; the third such distribution shall be shares of
Preferred Stock equal to one-third of the Participant’s remaining Preferred
Stock Units; the fourth such











distribution shall be
shares of Preferred Stock equal to one-half of the Participant’s remaining
Preferred Stock Units; and the fifth such distribution shall be shares of
Preferred Stock equal to the balance of the Participant’s Preferred Stock Units.


(1)           The first installment
distribution shall be made no earlier than 90 days following the end of the
fiscal year during which the Participant’s Termination of Service occurred and
no later than 106 days after the end of such fiscal year.  Subsequent installment distributions shall be
made no earlier than 90 days after the end of each subsequent fiscal year and
no later than 106 days after the end of each such fiscal year.


(2)           No earlier than six
months after shares have been distributed to a Participant and no later than
six months and two weeks after such date, the Company will repurchase the
distributed shares based on the Fair Market Value on the June 30
immediately prior to the repurchase.


(ii)           In lieu
of the five annual installments described in Section 3.1(d)(i) above, in
accordance with Section 409A of the Code, the Participant may elect one of the
following options:


(1)           Cash
Lump Sum.  The Committee shall
convert the Common Stock Units in a Participant’s Account to an equal number of
shares of Common Stock and convert any Preferred Stock Units in a Participant’s
Account to an equal number of shares of Preferred Stock and distribute all such
shares of Common Stock and Preferred Stock no earlier than 90 days and no later
than 106 days after the end of the fiscal year during which the Participant’s
Termination of Service occurred.  No
earlier than six months after shares have been distributed and no later than
six months and two weeks after such date, the Company may repurchase the
distributed shares based on the Fair Market Value on the June 30 immediately
prior to the repurchase and pay such repurchase amount to the Participant (or,
if applicable, the Participant’s Beneficiary) in a cash lump sum.


(2)           Promissory
Note.  The Committee shall convert the
Common Stock Units in a Participant’s Account to an equal number of shares of
Common Stock and convert any Preferred Stock Units in a Participant’s Account
to an equal number of shares of Preferred Stock and distribute all such shares
of Common Stock and Preferred Stock no earlier than 90 days and no later than
106 days after the end of the fiscal year during which the Participant’s
Termination of Service occurred.  No
earlier than six months after shares have been distributed and no later than
six months and two weeks after such date, shall repurchase such shares in five
annual payments of 20% of the principal amount of the Participant’s Account
plus accrued but unpaid interest at the rate described under Section 6.10 of
the Bylaws of the Company for the repurchase of shares of the Company with a
promissory note.











(3)           Ten
Annual Installments.  The Committee
shall distribute annual installments as described in Section 3.1(d)(i) above
except that there will be ten annual installments and repurchases instead of
five.


(iii)          Notwithstanding
the foregoing, with respect to any distribution, the Committee shall have the
right at its option to:  (1) require the
Participant (or Beneficiary, if applicable) to pay or provide for payment of
the amount of any taxes which the Company may be required to withhold with
respect to such distribution; or (2) reduce the number of shares to be
delivered by (or otherwise reacquire) the appropriate number of shares, valued
at their then Fair Market Value as of the December 31 immediately prior to the
distribution, to satisfy the minimum withholding obligation.


(iv)          If any amounts credited
to a Participant’s Supplemental Compensation Deferral Account under Section
2.1(a) are or will be distributed pursuant to this Section 3.1(d) (the “First
Distribution”), any additional amounts credited to the Participant in
accordance with Section 2.2(b) (the “Subsequent Distribution”) will be
distributed at the same time and in the same manner as the First Distribution;
provided that no special distribution provision is contained in the award of
such amounts under Section 2.2(b).  If at
the date for commencement of the Subsequent Distribution, the First
Distribution has already commenced, the Subsequent Distribution will be divided
into a number of substantially equal installments of Units that corresponds to
the number of remaining installments to be paid under the First
Distribution.  Each such installment of
the Subsequent Distribution will be paid at the same time and in the same
manner as the corresponding installment of the First Distribution.


3.2          Loans and In-service
Payments and Withdrawals


(a)                                  No
Participant shall be allowed to borrow from the Plan.  Except as provided in subsection (b), no
withdrawal or payment of benefits shall be allowed before a Participant
terminates employment with the Company.


(b)                                 Alternative
Elections.  A Participant (including
those who previously terminated employment) may, prior to October 1, 2006, make
irrevocable elections as follows:  Any
Participant who is a participant in the Senior Executive Equity Investment
Program (“SEEIP”), including those who previously terminated employment, may
make an irrevocable election to receive a distribution of any amount of the
Participant’s Accounts, not to exceed the amount in the following sentence, on
or as soon as practicable following the one year anniversary of the
election.  Such distribution shall not
exceed an amount, which after all applicable tax withholding, equals the
aggregate outstanding loan balance under the SEEIP on the date of the
distribution.  All such distributions
shall be made in cash.


(c)                                  Election
Voided on Termination of Employment. 
If the Participant’s employment with all Participating Employers is
terminated for any reason prior to the payment











of a scheduled in-service
(or in the case of a Director, the Participant ceases to be a member of the
Board), the Participant’s in-service distribution elections (excluded those set
forth in (c) above) shall no longer be effective and all of the amounts
credited to the Participant’s Account shall be distributed as set forth in
Section 3.1.











ARTICLE IV

Administration of Plan


4.1          Responsibilities and
Powers of the Committee


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


4.2          Outside Services


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


4.3          Indemnification


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


4.4          Claims Procedure


The claims procedure set forth in the AECOM RSP is
incorporated herein by reference.











ARTICLE V

Amendment and Termination


5.1          Amendment


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


5.2          Termination


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


5.3          Effect of Amendment
or Termination


Any amendment, modification, or termination shall not
reduce, alter, or impair any rights under the Plan as to amounts credited to
the Accounts of Participants under the Plan as of the date of such amendment,
modification or termination.  Unless the
Company determines otherwise, each Participating Employer shall pay its
Participants the value of their respective accounts upon termination of the
Plan, in a lump sum, in the manner prescribed in Section 3.1(c).











ARTICLE VI

Miscellaneous Provisions


6.1          Source of Payments


The Plan shall not be funded and all payments
hereunder to Participants or Beneficiaries shall be paid from the general
assets of each Participating Employer, except to the extent paid by the Trust
provided for below.  No Participating
Employer shall, by virtue of any provisions of the Plan or by any action of any
person, be deemed to be a trustee or other fiduciary of any property for any
Participant or Beneficiary, and the liabilities of each Participating Employer
to any Participant or Beneficiary pursuant to the Plan shall be those of a
debtor pursuant only to such contractual obligations as are created by the
Plan; no such obligation of a Participating Employer shall be deemed to be
secured by any pledge or other encumbrance on any property of such
Participating Employer.  To the extent
that any Participant or Beneficiary acquires a right to receive payment from a
Participating Employer under the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Participating Employer.


Notwithstanding the foregoing, the Company may create
and fund a “rabbi trust” (the “Trust”) with respect to this Plan.  The creation and funding of said Trust shall
not create a security interest in the property of such Trust in favor of
Participants or Beneficiaries or otherwise cause a funding of the Plan or Trust
in any manner inconsistent with the preceding paragraph or Section 6.8.  The amount of any contributions to such Trust
shall be totally discretionary as determined by the Company.  Any amount paid from such Trust to the
Participant shall reduce the amount to be paid pursuant to this Plan by the
Participating Employer.  In the event the
amounts paid from the Trust are insufficient to provide the full benefits
payable to the Participant under this Plan, the Participating Employer shall
pay the remainder of such benefit in accordance with the terms of this Plan.


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


6.2          General Provisions


(a)                                  This
Plan and the issuance or transfer of shares of Common Stock (and/or the payment
of money) pursuant thereto are subject to all applicable Federal and state
laws, rules and regulations, to the rights, preferences, limitations, and
restrictions set forth in the Company’s Certificate of Incorporation and
Bylaws, and to such











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


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


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


(ii)                                  Approval
by the stockholders of the Company of an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities 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
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 that is not a
subsidiary.


For purposes of this paragraph (b), the term “subsidiary”
shall mean any corporation or other entity a majority or more of whose outstanding
voting stock or voting power is beneficially owned directly or indirectly by
the Company.


6.3          Inalienability of
Benefits


No benefit payable under, or interest in, the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall be
void.  Any such benefit or interest shall
not in any manner be liable for or subject to garnishment, attachment,
execution, or levy or liable for or subject to the debts, contract,
liabilities, engagements, or torts of any Participant or Beneficiary.  If the Committee finds











that any Participant or Beneficiary has become
bankrupt or that any attempt has been made to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge any benefit payable under, or
interest in, the Plan, the Committee shall hold or apply such benefit or
interest or any part thereof to or for the benefit of such Participant or
Beneficiary.


6.4          Expenses


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


6.5          No Right of
Employment


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


6.6          Withholding


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


6.7          Headings


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


6.8          Construction


Except to the extent governed by federal law, the Plan
shall be construed, regulated, and administered in accordance with the laws of
the State of California.  If any
provision shall be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan shall continue to be fully
effective.  To the extent that the Plan
is subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended, (“ERISA”) it is intended to be an unfunded deferred
compensation plan “for a select group of management or highly compensated
employees.”  It is also intended that the
Plan constitute an excess plan, as defined by ERISA.  Each provision of the Plan shall be
administered, interpreted and construed to carry out such intention, and any
provision that cannot be so administered, interpreted and construed shall, to
that extent, be disregarded.











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


	
  

  	
  AECOM TECHNOLOGY
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: