THIRD AMENDMENT OF AECOM 401(k) RETIREMENT PLAN (As Amended and Restated Effective January 1, 2014)

EXHIBIT 10.2

THIRD AMENDMENT
OF
AECOM 401(k) RETIREMENT PLAN

(As Amended and Restated Effective January 1, 2014)

WHEREAS, AECOM (the “Company”) maintains the AECOM 401(k) Retirement Plan (the “Plan”), as amended and restated effective January 1, 2014; and

WHEREAS, the Plan has been amended, and further amendment of the Plan now is considered desirable;

NOW, THEREFORE, IT IS RESOLVED, that, in accordance with the powers reserved to the Company under Section 16.2 of the Plan, and pursuant to the authority delegated to the undersigned, the Plan, as previously amended, hereby is further amended, effective July 1, 2016, by adding a new Appendix T, in the form attached hereto, to the Plan, immediately following Appendix S thereof.

IN WITNESS WHEREOF, the AECOM Americas Benefits Administration Committee has caused this present to be executed by its Chair thereunto duly authorized this       day of June,  2016.

APPENDIX T

MERGER OF THE PLAN INTO
THE AECOM RETIREMENT & SAVINGS PLAN

1.                                      Effective Date.  Effective July 1, 2016 (the “Merger Effective Date”), this Plan shall be merged into, and continued in the form of, the AECOM Retirement & Savings Plan (the “AECOM RSP”).

2.                                      General Provisions.  The merger of the Plan into the AECOM RSP and the transfer of assets described in paragraph 5 below shall be made in accordance with Code Sections 401(a)(12), 411(d)(6), and 414(l) and the regulations and other guidance issued thereunder.  The purpose of this Appendix is to provide for the merger.  The terms and provisions of this Appendix form a part of the Plan and supersede the provisions of the Plan to the extent necessary to eliminate inconsistencies between the Plan and this Appendix.

3.                                      Participation.  Each Participant in the Plan who is employed by an employer under the AECOM RSP on the Merger Effective Date shall automatically become a participant in the AECOM RSP on the Merger Effective Date, subject to the conditions and limitations of the AECOM RSP.  Each other Participant or Beneficiary of the Plan shall, on and after the Merger Effective Date, be treated as an inactive participant or a beneficiary (whichever is applicable) of the AECOM RSP, subject to the conditions and limitations of the AECOM RSP.

4.                                      Contributions.  All contributions required or permitted to be made under the terms of the Plan as of the Merger Effective Date shall be made to the AECOM RSP to the extent not contributed hereunder prior to the Merger Effective Date and, if so contributed, shall be credited to the accounts of Participants pursuant to the terms of this Plan as though such contributions were contributed to this Plan prior to the Merger Effective Date.  After the Merger Effective Date, no additional contributions of any kind will be required or permitted under the Plan.

5.                                      Transfer of Plan Assets.  The assets of the Trust, which serves as the funding vehicle for the Plan, shall be transferred to the trustee of the trust which serves as the funding vehicle for the AECOM RSP, on or as soon as practicable after the Merger Date.

6.                                      Transfer of Account Balances.  All Accounts maintained under the Plan immediately prior to the Merger Effective Date shall be adjusted as of that date in accordance with the provisions of the Plan.  The net credit balances in such Accounts, as adjusted, shall be transferred to the AECOM RSP and credited as of the Merger Effective Date to the corresponding new accounts maintained under the AECOM RSP as provided therein.

7.                                      Plan Benefits for Participants Who Terminated Employment Prior to the Merger Date.  The benefits that would have been provided under the Plan with respect to any Participant who retired or whose employment otherwise terminated prior to the Merger Effective Date will be provided from the AECOM RSP pursuant to the provisions thereof.

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8.                                      Plan Administrator’s Actions.  The Plan Administrator shall take such actions as it deems necessary or desirable to accomplish the transfer of account balances and assets as described in this Appendix.

9.                                      Use of Terms.  Terms used in this Appendix shall, unless defined in this Appendix or otherwise noted, have the meanings given to those terms elsewhere in the Plan.

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