**Exhibit4.8**

**ARCADIS NV**

**2005 LONG-TERMINCENTIVE PLAN**

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**ARCADIS NV 2005LONG-TERM INCENTIVE PLAN**
|        | ** ** | **ARTICLE 1  OBJECTIVE**                           |         |         |         |
|--------|------------|----------------------------------------------------|--------------|--------------|--------------|
|   |       |                                               |         |         |         |
| 1.1.   |       | Objective                                          |         | 1            |         |
|   |       |                                               |         |         |         |
|   | ** ** | **ARTICLE 2  DEFINITIONS**                         |         |         |         |
|   |       |                                               |         |         |         |
| 2.1.   |       | Definitions                                        |         | 1            |         |
|   |       |                                               |         |         |         |
|   | ** ** | **ARTICLE 3  ADMINISTRATION AND AMENDMENTS**       |         |         |         |
|   |       |                                               |         |         |         |
| 3.1.   |       | Administration                                     |         | 4            |         |
| 3.2.   |       | Award Design  Authority                            |         | 4            |         |
| 3.3.   |       | Amendments                                         |         | 4            |         |
| 3.4.   |       | Binding  Authority                                 |         | 4            |         |
|   |       |                                               |         |         |         |
|   | ** ** | **ARTICLE 4  PERSONS ELIGIBLE FOR AWARDS**         | ** **   | ** **   | ** **   |
|   |       |                                               |         |         |         |
| 4.1.   |       | Persons Eligible  for Awards                       |         | 4            |         |
|   |       |                                               |         |         |         |
|   | ** ** | **ARTICLE 5  NUMBER OF SHARES**                    | ** **   | ** **   | ** **   |
|   |       |                                               |         |         |         |
| 5.1.   |       | Shares Available  for Issuance                     |         | 5            |         |
| 5.2.   |       | Annual Award  Limit                                |         | 5            |         |
|   |       |                                               |         |         |         |
|   | ** ** | **ARTICLE 6  OPTIONS**                             | ** **   | ** **   | ** **   |
|   |       |                                               | *** *** | *** *** | *** *** |
| 6.1.   |       | General                                            | *** *** | 5            | *** *** |
| 6.2.   |       | Terms and  Conditions of Options                   |         | 5            | *** *** |
| 6.3.   |       | Exercise Price                                     |         | 5            |         |
| 6.4.   |       | Exercise Period                                    |         | 5            |         |
| 6.5.   |       | Other Terms and  Conditions                        |         | 6            |         |
| 6.6.   |       | Incentive Stock  Options                           |         | 6            |         |
|   |       |                                               |         |         |         |
|   | ** ** | **ARTICLE 7  STOCK APPRECIATION RIGHTS**           | ** **   | ** **   | ** **   |
|   |       |                                               |         |         |         |
| 7.1.   |       | General                                            |         | 6            |         |
| 7.2.   |       | Terms and  Conditions of Stock Appreciation Rights |         | 6            |         |
| 7.3.   |       | Exercise Price                                     |         | 6            |         |
| 7.4.   |       | Exercise Period                                    |         | 6            |         |
| 7.5.   |       | Other Terms and  Conditions .                      |         | 7            |         |
|   |       |                                               |         |         |         |
|   | ** ** | **ARTICLE 8  RESTRICTED SHARE AWARDS**             | ** **   | ** **   | ** **   |
|   |       |                                               |         |         |         |
| 8.1.   |       | General                                            |         | 7            |         |
| 8.2.   |       | Terms and  Conditions of Restricted Shares         |         | 7            |         |
| 8.3.   |       | Issuance of  Shares                                |         | 7            |         |
| 8.4.   |       | Release of Shares                                  |         | 8            |         |

 

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| 8.5.       |       | Restrictions on  Transfer of Shares                               |       | 8          |       |
|------------|------------|-------------------------------------------------------------------|------------|------------|------------|
| 8.6.       |       | Rights of  Grantee During Restricted Period                       |       | 8          |       |
| 8.7.       |       | Other Terms and  Conditions                                       | ** ** | 8          | ** ** |
|       |       |                                                              | ** ** | ** ** | ** ** |
| ** ** | ** ** | **ARTICLE 9  RESTRICTED SHARE UNIT AWARDS**                       | ** ** | ** ** | ** ** |
|       |       |                                                              |       |       |       |
| 9.1.       |       | General                                                           |       | 9          |       |
| 9.2.       |       | Terms and  Conditions of Restricted Share Unit Awards             |       | 9          |       |
| 9.3.       |       | Vesting and  Conversion of Restricted Share Units                 |       | 9          |       |
| 9.4.       |       | Other Terms and  Conditions                                       |       | 9          |       |
|       |       |                                                              |       |       |       |
| ** ** | ** ** | **ARTICLE 10  EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS** | ** ** | ** ** | ** ** |
|       |       |                                                              |       |       |       |
| 10.1.      |       | Exercise of  Options and Stock Appreciation Rights                |       | 10         |       |
|       |       |                                                              |       |       |       |
| ** ** | ** ** | **ARTICLE 11  EXPIRATION OF AWARDS**                              | ** ** | ** ** | ** ** |
|       |       |                                                              |       |       |       |
| 11.1.      |       | Expiration of  Awards                                             |       | 11         |       |
| 11.2.      |       | Termination of  Service Upon Certain Events                       |       | 11         |       |
| 11.3.      |       | Determination of  Unvested Conditional Awards                     |       | 13         |       |
|       |       |                                                              |       |       |       |
| ** ** | ** ** | **ARTICLE 12  CHANGES IN CAPITAL STRUCTURE**                      | ** ** | ** ** | ** ** |
|       |       |                                                              |       |       |       |
| 12.1.      |       | Equitable  Adjustments                                            |       | 13         |       |
| ** ** | ** ** | ** **                                                        | ** ** | ** ** | ** ** |
| ** ** | ** ** | **ARTICLE 13  ADDITIONAL PROVISIONS**                             | ** ** | ** ** | ** ** |
|       |       |                                                              |       |       |       |
| 13.1.      |       | Confirmation of  Grant                                            |       | 13         |       |
| 13.2.      |       | Acceptance                                                        |       | 14         |       |
| 13.3.      |       | Non.transferabi1ity.                                              |       | 14         |       |
| 13.4.      |       | Compliance with  Other Laws and Regulations                       |       | 14         |       |
| 13.5.      |       | No Rights as  Shareholders                                        |       | 14         |       |
| 13.6.      |       | Withholding                                                       |       | 14         |       |
| 13.7.      |       | Continued  Employment Not Presumed                                |       | 14         |       |
| 13.8.      |       | Effective Date;  Duration                                         |       | 15         |       |
| 13.9.      |       | Unfunded Plan                                                     |       | 15         |       |
| 13.10.     |       | Taxes                                                             |       | 15         |       |
| 13.11.     |       | Domicile                                                          |       | 15         |       |
| 13.12.     |       | Term of Plan                                                      |       | 15         |       |
| 13.13.     |       | Governing Law                                                     |       | 16         |       |

 

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**ARCADIS NV 2005LONG-TERM INCENTIVE PLAN**

**ARTICLE 1OBJECTIVE**

**1.1.****   Objective.****  **The objective of the 2005 ARCADIS NVLong-Term Incentive Plan and the accompanying grant of Awards to employees andExecutive Board members is to strengthen such persons ties with ARCADIS and topromote the success, and enhance the value, of ARCADIS, by linking the personalinterests of its employees and Executive Board members to those of the ARCADIS shareholders.

**ARTICLE 2DEFINITIONS**

**2.1.****   Definitions.**   Inthis Plan the terms to be referred to shall have the meaning as listed.
| – |   | Agreement:       |   | a written agreement, in such form as the Supervisory  Board prescribes from time to time, setting forth the number of Shares subject  to the Award, any Performance Condition and/or period, the date of Vesting,  the Award date and any other terms and conditions of the Award. |
|--------|--------|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Award:           |   | an Option, Stock Appreciation Right, award of  Restricted Shares, or award of Restricted Share Units granted to a  participant under the Plan.                                                                                                                                     |
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Code:            |   | the United States Internal Revenue Code of 1986, as  amended.                                                                                                                                                                                                                      |
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Committee:       |   | the ARCADIS Selection and Remuneration Committee,  composed by and from members of the ARCADIS Supervisory Board.                                                                                                                                                                  |
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Company:         |   | the naamloze vennootschap ARCADIS NV, registered at  Arnhem.                                                                                                                                                                                                                       |
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Executive Board: |   | the Executive Board of the Company.                                                                                                                                                                                                                                                |
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Exercise:        |   | an election by a Grantee, in accordance with the  procedures established by the Supervisory Board, to acquire Shares underlying  an Option or SAR.                                                                                                                                 |
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Exercise Form:   |   | the form as prescribed and provided by the Company  to Grantees to exercise an Option or SAR.                                                                                                                                                                                      |
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Exercise Period: |   | the period during which an Option or SAR can be exercised.                                                                                                                                                                                                                         |
|   |   |             |   |                                                                                                                                                                                                                                                                               |
| – |   | Exercise Price:  |   | with respect to an Option means the price payable by  a Grantee to the Company to purchase Shares underlying the Option (which  price cannot be less than the Fair Market Value on the Grant Date), and with  respect to a SAR “Exercise Price” means the Fair           |

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|        |   |                   |   | Market Value on the Grant Date, which is used to  determine the number of Shares to be issued to the Grantee upon exercise of  the SAR, or the cash payment equal to the SAR.                                                                                                                                                                                                                                                                                            |
|--------|--------|------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Fair Market Value:     |   | as of a particular date means the closing price of  the Shares on such date as listed in the official Prijscourant of Euronext  Amsterdam N.V., or if the Shares are not traded on such date, on the last  prior date on which the Shares were traded.                                                                                                                                                                                                                   |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Grantee:               |   | a participant to whom an Award is granted under the  Plan.                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Grant Date:            |   | the date designated by the Supervisory Board as  being the date upon which a Grantee receives an Award under the Plan;  regardless of when the Agreement evidencing the Award is actually delivered  to the Grantee.                                                                                                                                                                                                                                                     |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Member of the Group:   |   | the Company or any entity that directly or through  one or more intermediaries controls, is controlled by or is under common  control with, the Company, as determined by the Supervisory Board.                                                                                                                                                                                                                                                                         |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Option:                |   | the right to acquire during a certain period of time  a certain number of Shares against a pre-set price.                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Option Agreement:      |   | a written agreement, in such form as the Supervisory  Board shall approve from time to time, that evidences the terms and  conditions of an Option granted under the Plan.                                                                                                                                                                                                                                                                                               |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Plan:                  |   | the 2005 ARCADIS NV Long-Term Incentive Plan.                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Performance Condition: |   | A performance condition applicable to an Award shall  determine the time such Award becomes Vested, if at all, based upon the  satisfaction of such Performance Condition. An Award shall lapse if the Performance Condition is not  satisfied. The Supervisory Board may change a Performance Condition during  the performance period to take account of any structural changes relating to  the Shares or the Company in accordance with established market practice. |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Reglement:             |   | the Regulatory concerning Insider Information  ARCADIS N.V.                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Restricted Period:     |   | the period during which the Restricted Shares  awarded to a Grantee under Article 8 of the Plan remain subject to a  risk of forfeiture.                                                                                                                                                                                                                                                                                                                            |
|   |   |                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| – |   | Restricted Shares:     |   | Shares that have been awarded to a Grantee under  Article 8 of the Plan that are subject to certain restrictions and to a  risk of forfeiture.                                                                                                                                                                                                                                                                                                                      |

 

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| – |   | Restricted Share Units:                      |   | an Award made to a Grantee under Article 9 of  the Plan representing the right to receive Shares (or the equivalent value in  cash or other property if the Supervisory Board so provides) in the future,  upon achievement of such Performance Condition or satisfaction of other  vesting criteria as the Supervisory Board establishes.                                                                                                            |
|--------|--------|----------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Restricted Share Agreement:                  |   | a written agreement, in such form as the Supervisory  Board shall approve from time to time, that evidences the terms and  conditions of an award of Restricted Shares under the Plan.                                                                                                                                                                                                                                                                     |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Restricted Share Unit Agreement:             |   | a written agreement, in such form as the Supervisory  Board shall approve from time to time, that evidences the terms and  conditions of an award of Restricted Share Units under the Plan.                                                                                                                                                                                                                                                                |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Retirement:                                  |   | voluntary termination of a participant’s employment  at the retirement age specified in his employment contract or early  retirement at the Company’s request.                                                                                                                                                                                                                                                                                   |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | SAR Agreement:                               |   | a written agreement, in such form as the Supervisory  Board shall approve from time to time, that evidences the terms and  conditions of an award of Stock Appreciation Rights under the Plan.                                                                                                                                                                                                                                                             |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Shares:                                      |   | ordinary shares in the capital of the Company with a  nominal value of Euro 0,05 (five Euro cent) each, as exclusively listed at  Euronext Amsterdam N.V.                                                                                                                                                                                                                                                                                                  |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Stock Appreciation Amount:                   |   | with respect to a Stock Appreciation Right, means  the amount determined by multiplying (i) the number of Shares subject to  the portion of the Stock Appreciation Right being exercised by (ii) an  amount equal to the excess, if any, of (A) the Fair Market Value per Share on the date of exercise  of the Stock Appreciation Right, over (B) the Fair Market Value per  Share on the Grant Date of the Stock Appreciation Right. |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Stock Appreciation Right or “SAR”: |   | shall have the meaning stated in Article 7 of  the Plan.                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Subsidiary:                                  |   | any corporation, company, association or other  entity which qualifies as a subsidiary of the Company under the definition of  “subsidiary corporation” contained in Section 424(f) of the Code  and/or in the Dutch law as described in article 2:24 BW.                                                                                                                                                                              |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Supervisory Board:                           |   | the Raad van Commissarissen of the Company                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| – |   | Vest:                                        |   | when an Award “vests,” the Grantee becomes  irrevocably entitled to all or a portion of his or her benefits underlying  the Award. An Option or Stock  Appreciation Right becomes exercisable when it vests; an award of Restricted  Shares or Restricted Share Units                                                                                                                                                                            |

 

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|        |   |          |   | becomes non-forfeitable when it vests.                    |
|--------|--------|---------------|--------|-----------------------------------------------------------|
|   |   |          |   |                                                      |
| – |   | Vesting Date: |   | the date on which all or some portion of an Award  vests. |

 

**ARTICLE 3ADMINISTRATION AND AMENDMENTS**

**3.1.****   Administration.****  **The Plan shall be administered underthe responsibility of the Supervisory Board. The Supervisory Board shall havethe exclusive authority to grant and determine the terms and conditions ofAwards under the Plan. The Supervisory Board may delegate authority to theCommittee to carry out the executory functions of the Supervisory Board and tohandle the day-to-day administration of the Plan. The Supervisory Board or theCommittee shall have the authority to interpret, to amend, to correct and toapply the Plan and to make regulations and determinations for carrying out itspurpose. The Supervisory Board has appointed the Company to keep the accountsand records of the Plan, and to facilitate the administration of the Plan.

**3.2.****   AwardDesign Authority.****  **TheSupervisory Board shall (i) establish objectives and/or PerformanceConditions for Awards, and (ii) determine the grant and Exercise Periodsof Awards.

**3.3.****   Amendments.****  **No amendment to the Plan may,without the approval of the General Meeting of Shareholders of the Company,either (i) materially increase the benefits accruing to participants, (ii) materiallyincrease the number of Shares available under the Plan, (iii) expand thetypes of awards under the Plan, (iv) materially expand the class ofparticipants eligible to participate in the Plan, (v) materially extendthe term of the Plan, or (vi) otherwise constitute a material changerequiring shareholder approval under applicable laws or the applicable listingor other requirements of a stock exchange were the Shares are listed.

**3.4.****   BindingAuthority.****  **Anyinterpretation of the Plan by the Supervisory Board or the Committee, and anydecision made by it with respect to the Plan or in any dispute relating to anAward or relating to any aspect of the Plan, is final and binding on allpersons.

**ARTICLE 4PERSONS ELIGIBLE FOR AWARDS**

**4.1.****   PersonsEligible for Awards.****  **Senioremployees and members of the Executive Board of the Company and itsSubsidiaries are eligible to receive Awards granted by the Company afterapproval of the Supervisory Board, at its sole discretion. In addition, keyofficials of newly acquired companies may receive Awards under the Plan, withinthe framework of their entry into employment with the Company. Key officialsshall be approved by the Supervisory Board, upon proposal and recommendation bythe Executive Board.

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**ARTICLE 5NUMBER OF SHARES**

**5.1.****   SharesAvailable for Issuance.****  **Thetotal number of Shares reserved and available for issuance pursuant to Awardsgranted under the Plan is 2,500,000. Anyor all of such Awards may be granted in the form of Incentive StockOptions.

**5.2.****   AnnualAward Limit.****  **Themaximum number of Shares available each year for the grant of Awards under thePlan is 600,000.

**ARTICLE 6OPTIONS**

**6.1.****   General.****  **The conditions applicable to Optionsgranted under this Plan are applicable upon the granting of such Options by theCompany. The number of Options granted to a Grantee shall be determined basedon objectives and/or Performance Conditions established by the SupervisoryBoard. The vesting of Options may be conditional on the satisfaction ofPerformance Conditions or on continued employment, or both, subject to theprovisions of this Plan and the provisions as set out in the Option Agreement.

**6.2.****   Terms andConditions of Options.****  **TheSupervisory Board shall determine the Grant Date, number of underlying Sharesand the other terms and conditions of Options, consistent with the terms of thePlan. Such terms and conditions shall be set forth in an Option Agreement withthe Grantee. The terms and conditions of Options may be different for differentOptions and for different Grantees. No Option granted under the Plan shall havea feature for the deferral of gain upon the exercise of the Option.

**6.3.****   ExercisePrice.**

(a)       TheExercise Price of the Option shall be the Fair Market Value on the Grant Date.

(b)       TheExercise Price shall be pro rata parte amended in the event of a decision tosplit up the Share to shares with a lower nominal value.

**6.4.****   ExercisePeriod.**

(a)       TheSupervisory Board shall determine the Exercise Period of the Option. Unlessotherwise provided in the Option Agreement, (i) Options cannot beexercised during the first three years after the Grant Date, (ii) Optionscannot be exercised after midnight of the calendar day immediately precedingthe 10th anniversary of the Grant Date, and (iii) Options may be cancelledby the Company as soon as the Shares are no longer listed on a publicsecurities exchange.

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(b)       Optionsmay be exercised in whole or in part as provided in the applicable OptionAgreement. Upon exercise of an Option, the Grantee is entitled to receive, uponpayment to the Company of the applicable Exercise Price and required taxwithholding amounts, the number of Shares with respect to which the Option isbeing exercised.

**6.5.****   OtherTerms and Conditions.****  **AnyOption Agreement may contain such other terms and conditions not inconsistentwith the provisions of this Plan as the Supervisory Board may deem appropriatefrom time to time, including a requirement that an Option shall be exercisableonly when approved by the Supervisory Board.

**6.6.****   IncentiveStock Options.****  **IncentiveStock Options (“ISOs”) as defined in Section 422 of the Code, shall onlybe granted to eligible Grantees who are employees of the Company or aSubsidiary of the Company. The aggregate Fair Market Value of Shares(determined at the time of grant) granted to a Grantee, under all plans of theCompany or its Subsidiaries, that become exercisable for the first time duringany calendar year may not exceed US $100,000, or such other amount as may bepermitted by amendment of the Code. The ISOs must comply with all of the other rules applicableto ISOs under Section 422 of the Code.

**ARTICLE 7STOCK APPRECIATION RIGHTS**

**7.1.****   General.****  **The conditions applicable to StockAppreciation Rights (“SAR”) granted under this Plan are applicable upon thegranting of such Stock Appreciation Rights by the Company. The number of StockAppreciation Rights granted to a Grantee shall be determined based onobjectives and/or Performance Conditions established by the Supervisory Board.The vesting of Stock Appreciation Rights may be conditional on the satisfactionof Performance Conditions or on continued employment, or both, subject to theprovisions of this Plan and the provisions as set out in the SAR Agreement.

**7.2.****   Terms andConditions of Stock Appreciation Rights.****  **The Supervisory Board shall determine the Grant Date,number of underlying Shares and the other terms and conditions of StockAppreciation Rights, consistent with the terms of the Plan. Such terms and conditionsshall be set forth in a SAR Agreement with the Grantee. The terms andconditions of Stock Appreciation Rights may be different for different awardsof Stock Appreciation Rights and for different Grantees. No Stock AppreciationRight granted under the Plan shall have a feature for the deferral of gain uponthe exercise of the SAR.

**7.3.****   ExercisePrice.**

(a)       TheExercise Price of the SAR shall be the Fair Market Value on the Grant Date.

(b)       TheExercise Price shall be pro rata parte amended in the event of a decision tosplit up the Share to shares with a lower nominal value.

**7.4.****   ExercisePeriod.**

(a)       TheSupervisory Board shall determine the Exercise Period of a Stock AppreciationRight. Unless otherwise provided in the SAR Agreement, (i) SARs cannot be

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exercised duringthe first three years after the Grant Date, (ii) SARs cannot be exercisedafter midnight of the calendar day immediately preceding the 10th anniversaryof the Grant Date, (iii) a SAR may be exercised only when the Fair MarketValue of a Share exceeds the Exercise Price of the SAR, and (iv) SARs maybe cancelled by the Company as soon as the Shares are no longer listed on apublic securities exchange.

(b)       StockAppreciation Rights may be exercised in whole or in part as provided in theapplicable SAR Agreement. Upon exercise of a SAR, the Grantee is entitled toreceive, upon payment to the Company of required tax withholding amounts, anumber of Shares (equal to the highest whole number of Shares) having anaggregate Fair Market Value as of the date of Exercise equal to the StockAppreciation Amount.

**7.5.****   OtherTerms and Conditions.****  **ASAR Agreement may contain such other terms and conditions not inconsistent withthe provisions of this Plan as the Supervisory Board may deem appropriate fromtime to time, including a requirement that the Stock Appreciation Right shallbe exercisable only when approved by the Supervisory Board.

**ARTICLE 8RESTRICTED SHARE AWARDS**

**8.1.****   General.****  **The conditions applicable toRestricted Shares granted under this Plan are applicable upon the granting ofsuch Restricted Shares by the Company. The number of Restricted Shares grantedto a Grantee shall be determined based on objectives and/or PerformanceConditions established by the Supervisory Board.

**8.2.****   Terms andConditions of Restricted Shares.****  **RestrictedShares awarded under the Plan shall be subject to the terms and conditions ofthe applicable Restricted Share Agreement which shall be consistent with theterms and conditions set forth in this Article 8. Each Restricted ShareAgreement shall state the aggregate number of Shares as to which it pertains,the date on which the award of Restricted Shares was made by the SupervisoryBoard, and the Restricted Period or Periods with respect to the RestrictedShares so awarded. The vesting of Restricted Shares may be conditional on the satisfactionof Performance Conditions or on continued employment, or both, subject to theprovisions of this Plan and the provisions as set out in the Restricted ShareAgreement. The number of Restricted Shares awarded and the Restricted Period orPeriods may be different for different Awards and for different Grantees.

**8.3.****   Issuanceof Shares.****  **RestrictedShares shall be delivered to the Grantee at the time of grant either bybook-entry registration or by delivering to the Grantee, or a custodian orescrow agent (including, without limitation, the Company or one or more of itsemployees) designated by the Supervisory Board, a stock certificate orcertificates registered in the name of the Grantee. If physical certificatesrepresenting Restricted Shares are registered in the name of the Grantee, suchcertificates shall be registered in the Grantee’s name and shall be depositedwith the Company or its designee in an escrow account, together with stockpowers or other instruments of transfer appropriately endorsed in blank by theGrantee. Each certificate shall bear a legend in substantially the followingform:

“This certificate and the shares of stock representedhereby are subject to the terms and conditions (including forfeiture andrestrictions against transfer) contained in the 2005 ARCADIS NV Long-TermIncentive Plan, and a Restricted Share Agreement between

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the registered owner of the shares represented herebyand ARCADIS NV. Release from such terms and conditions shall be made only inaccordance with the provisions of such Plan and Agreement, copies of which areon file in the principal office of ARCADIS NV in The Netherlands.”

If a Restricted Share Agreement specifies differentRestricted Periods for portions of the Shares so awarded, and if physicalcertificates representing the Restricted Shares are registered in the name ofthe Grantee, the Company shall issue a separate stock certificate for each suchportion of Shares subject to a different Restricted Period.

**8.4.****   Releaseof Shares.****  **Uponthe expiration or termination of the Restricted Period and provided that theGrantee (a) has remained continuously in the employment of the Company ora Subsidiary through such date, and (b) has satisfied all performance orother requirements and conditions, if any, contained in the applicableRestricted Share Agreement, the Award shall vest and the Company shall releasefrom escrow or book entry-registration and deliver to the Grantee or theGrantee’s heir(s) or estate, free of the legend described in Section 8.3above, stock certificate(s) evidencing the Restricted Shares as to whichthe Restricted Period has expired or been terminated.

**8.5.****   Restrictionson Transfer of Shares.****  **RestrictedShares awarded under the Plan, and the right to vote such Shares and to receivedividends thereon, may not be sold, assigned, transferred, exchanged, pledged,hypothecated or otherwise encumbered during the Restricted Period applicable tosuch Shares. No such sale, assignment, transfer, exchange, pledge,hypothecation or encumbrance, whether made or created voluntarily by theGrantee or his or her agent or by operation of law, shall be recognized by, bebinding upon, or affect in any manner the rights of, the Company or any agentor custodian holding certificates for such Shares during the Restricted Period.

**8.6.****   Rights ofGrantee During Restricted Period.****  **Exceptas otherwise provided in this Plan, during the applicable Restricted Period,the Grantee shall have all of the rights of a shareholder with respect toRestricted Shares awarded to such Grantee including, without limitation, (a) theright to receive cash dividends, if any, as may be declared on such Shares fromtime to time, and (b) the right to vote (in person or by proxy) suchShares at any meeting of shareholders of the Company. Any stock dividends declaredwith respect to Restricted Shares shall not be delivered to the Grantee, butinstead shall be held as Restricted Shares under the same terms and conditionsas the Restricted Shares with respect to which such stock dividends are issued.

**8.7.****   OtherTerms and Conditions.****  **RestrictedShare Agreements may contain such other terms and conditions not inconsistentwith the provisions of this Plan as the Supervisory Board may deem appropriatefrom time to time.

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**ARTICLE 9RESTRICTED SHARE UNIT AWARDS**

**9.1.****   General.****  **The conditions applicable toRestricted Share Units granted under this Plan are applicable upon the grantingof such Restricted Share Units by the Company. The number of Restricted ShareUnits granted to a Grantee shall be determined based on objectives and/orPerformance Conditions established by the Supervisory Board.

**9.2.****   Terms andConditions of Restricted Share Unit Awards.****  **Restricted Shares Units awardedunder the Plan shall be subject to the terms and conditions of the applicableRestricted Share Unit Agreement which shall be consistent with the terms andconditions set forth in this Article 9. Restricted Share Units do notrepresent actual Shares on the Grant Date. Rather, they represent the right toreceive actual Shares (or the equivalent value in cash or other property if theRestricted Share Unit Agreement so provides) in the future, upon achievement ofsuch Performance Conditions or satisfaction of other vesting criteria as theSupervisory Board establishes. Each Restricted Share Unit Agreement shall statethe aggregate number of underlying Shares as to which it pertains, the date onwhich the award of Restricted Share Units was made by the Supervisory Board,and vesting terms and criteria applicable to the Restricted Share Units so awarded.The vesting of Restricted Share Units may be conditional on the satisfaction ofPerformance Conditions or on continued employment, or both, subject to theprovisions of this Plan and the provisions as set out in the Restricted ShareUnit Agreement. The number of Restricted Share Units awarded and vesting termsand criteria may be different for different Awards and for different Grantees.

**9.3.****   Vestingand Conversion of Restricted Share Units.****  **Upon the end of the vesting period set forth in theRestricted Share Unit Agreement, and provided that the Grantee (a) hasremained continuously in the employment of the Company or a Subsidiary throughsuch date, and (b) has satisfied all Performance Conditions and/or otherrequirements, if any, contained in the applicable Restricted Share UnitAgreement, the Award will be converted on the Vesting Date into actual Shares(or the right to receive the equivalent value in cash or other property if theRestricted Share Unit Agreement so provides). The Company shall, as soon aspractical after the Vesting Date, deliver to the Grantee or the Grantee’s heir(s) orestate, stock certificate(s) evidencing the Shares underlying theRestricted Share Units so vesting (or the equivalent value in cash or otherproperty if the Restricted Share Unit Agreement so provides).

**9.4.****   OtherTerms and Conditions.****  **RestrictedShare Unit Agreements may contain such other terms and conditions notinconsistent with the provisions of the Plan as the Supervisory Board may deemappropriate from time to time.

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**ARTICLE 10EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS**

**10.1.****   Exerciseof Options and Stock Appreciation Rights.**

(a)       Optionsand Stock Appreciation Rights can only be exercised by the Grantee, or afterhis or her death by the Grantee’s heirs. If the person exercising an Option orStock Appreciation Rights is not the Grantee, such person shall also deliverwith the notice of exercise appropriate proof of his or her right to exercisethe Option or Stock Appreciation Rights.

(b)       Optionsand Stock Appreciation Rights may be exercised in part or in full but only forfull Shares and not for fractional Shares.

(c)       Optionsand Stock Appreciation Rights shall be exercised by written notice delivered asspecified in the applicable Option or SAR Agreement or in any other mannerdirected by the Supervisory Board in writing. Such written notice in the caseof an Option shall state the manner of payment elected by the Grantee. In caseof exercising a SAR, the value of the SAR is the Fair Market Value of a Shareat the date of Exercise less the Exercise Price of the SAR. A Grantee canauthorize the Company to sell the Shares acquired through the Exercise of theOption or Stock Appreciation Rights immediately, taking into account theReglement. Instructions to exercise the Option or Stock Appreciation Rights aregiven to the Company secretary (or to a handling agent, as appointed by theCompany secretary). Instructions to sell are given by the handling agent to thebank.

(d)       TheExercise of an Option or Stock Appreciation Right shall take place by means ofan Option or SAR Exercise Form signed by the Grantee to the Companysecretary (or to a handling agent, as appointed by the Company secretary)stating for how many Shares the Option or SAR is being exercised.

(e)       UponExercise of an Option or SAR, the transfer of the Shares shall take place assoon as possible against full payment of the Exercise Price (in the case of anOption), or other applicable Exercise requirement. The Company retains theright to extend the transfer period in the event in the opinion of the Companythe transfer within the aforementioned period would result into damage to theCompany.

(f)**       **TheGrantee holds harmless and indemnifies the Company, the Company secretaryand/or the handling agent for the risks resulting from instructions which arenot clear, and for any risks resulting from errors on the part of the bank.

(g)       TheCompany secretary is responsible for maintaining the Option and StockAppreciation Rights Register. The Company secretary informs the Grantees byinformation on the ARCADIS Intranet during which period trading is not allowedpursuant to the Reglement by designated persons.

(h)       TheCompany shall facilitate the administration of the Plan, and may prescribe themanner of exercise of Options and Stock Appreciation Rights under the Plan(including the address to which notice of Exercise should be sent).

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**ARTICLE 11EXPIRATION OF AWARDS**

**11.1.****   Expirationof Awards.****  **UnlessArticle 11.2 applies, an unvested Award shall lapse on the date theGrantee ceases to be an employee of a Member of the Group. The Grantee cannotexercise any right and/or receive compensation with respect to an Award thathas expired and/or lapsed.

**11.2.****   Terminationof Service Upon Certain Events.****  **Uponceasing to be an employee of a Member of the Group, under the circumstances asspecified hereinafter, a Grantee’s Awards shall be treated as follows:

(a)*  **Retirement**.*   Unlessotherwise provided by the Supervisory Board, if the Grantee ceases to be anemployee of any Member of the Group by reason of Retirement, then:

(i)     unvestedconditional Awards outstanding on the date of Retirement shall be earned basedupon actual performance determined at the end of the applicable three-yearperformance period and shall Vest on the original Vesting Date(s) of theAward, but shall be prorated based upon the number of full months that elapsedbetween the Grant Date and the date of Retirement, divided by thirty-six (36)months, and any such Awards that are Options or SARs shall be exercisable forthirty-six (36) months after the date of Retirement, but with a minimum oftwelve (12) months after the Vesting Date;

(ii)    unvestedunconditional Awards outstanding on the date of Retirement shall Vestimmediately on the date of Retirement, but shall be prorated based upon thenumber of full months that elapsed between the Grant Date and the date ofRetirement, divided by thirty-six (36) months, and any such Awards that areOptions or SARs shall be exercisable for thirty-six (36) months after the dateof Retirement;

(iii)   theGrantee’s vested Awards outstanding on the date of Retirement shall beexercisable for thirty-six (36) months after the date of Retirement.

(b)*  **Death or permanent disability*.   Unlessotherwise provided by the Supervisory Board, if the Grantee ceases to be anemployee of any Member of the Group by reason of death or permanent disability,then:

(i)     theGrantee’s unvested conditional Awards outstanding on the date of termination ofemployment shall be earned based upon actual performance determined at the endof the applicable three-year performance period and shall Vest on the originalVesting Date(s) of the Award, but shall be prorated based upon the numberof full months that elapsed between the Grant Date and the date of terminationof employment, divided by thirty-six (36) months, and any such Awards that areOptions or SARs shall be exercisable for twelve (12) months after the VestingDate;

(ii)    theGrantee’s unvested unconditional Awards outstanding on the date of terminationof employment shall Vest immediately on the date of termination of employment,but shall be prorated based upon the number of months that elapsed between theGrant Date and the date of termination of employment, divided by thirty-six(36) months, and any such Awards that are Options or SARs shall be exercisablefor

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twelve (12) monthsafter the date of termination of employment; and

(iii)   theGrantee’s vested Awards outstanding on the date of termination of employmentshall be exercisable for twelve (12) months after the date of termination of employment.

(c)*  **Redundancy, change of control,termination without cause*.   Unless otherwiseprovided by the Supervisory Board, if the Grantee ceases to be an employee ofany Member of the Group by reason of (I) the Grantee’s employing companyceasing to be under the control of the Company, (2) a transfer of theundertaking, or the part of the undertaking, in which the Grantee works to aperson or body which is neither under the control of the Company nor a Memberof the Group, (3) redundancy, or (4) termination without cause, then:

(i)     theGrantee’s unvested conditional Awards outstanding on the date of termination ofemployment shall be earned based upon actual performance determined at the endof the applicable three-year performance period and shall Vest on the original VestingDate(s) of the Award, but shall be prorated based upon the number of fullmonths that elapsed between the Grant Date and the date of termination ofemployment, divided by thirty-six (36) months, and any such Awards that areOptions or SARs shall be exercisable for three (3)** **months afterthe Vesting Date;

(ii)    theGrantee’s unvested unconditional Awards outstanding on the date of terminationof employment shall Vest immediately on the date of termination of employment,but shall be prorated based upon the number of full months that elapsed betweenthe Grant Date and the date of termination of employment, divided by thirty-six(36) months, and any such Awards that are Options or SARs shall be exercisablefor three (3) months after the date of termination of employment; and

(iii)   theGrantee’s vested Awards outstanding on the date of termination of employmentshall be exercisable for three (3) months after the date of termination ofemployment.

(d)*  **Voluntary Termination*.   Unlessotherwise provided by the Supervisory Board, if the Grantee terminates his orher employment voluntarily, then all of the Grantee’s Awards (whether vested orunvested, conditional or unconditional), shall expire on the date oftermination of employment.

(e)*  **Termination by the Company for Cause*.   Unlessotherwise provided by the Supervisory Board, if the Company terminates theGrantee’s employment for cause (as defined by the Supervisory Board), then allof the Grantee’s Awards (whether vested or unvested, conditional orunconditional), shall expire on the date preceding the date upon which noticeof termination for cause is provided by the Company.

(f)**  ****Member of the Group*****.***   Forthe purposes of this Article 11, a Grantee shall not be treated as ceasingto be an employee of a Member of the Group until he or she ceases to be anemployee of any Member of the Group or if he or she recommences employment witha Member of the Group within ten (10) days.

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**11.3****   Determinationof Unvested Conditional Awards.****  ****In** the event Article 11.2applies to an unvested conditional Award, the Supervisory Board shall determinewhether and to what extent the Performance Conditions have been satisfied atthe end of the performance period. The Supervisory Board may decide in itsdiscretion that the performance period in respect to an Award should be treatedas ending on the date of termination of employment, and the unvestedconditional Award should Vest immediately, to the extent that the PerformanceCondition has been satisfied (as determined by the Supervisory Board in theAgreement or in such manner as it considers reasonable).

**ARTICLE 12CHANGES IN CAPITAL STRUCTURE**

**12.1.****   EquitableAdjustments.****  ****In** the event of acorporate event or transaction involving the Company (including, withoutlimitation, any stock dividend, stock split, extraordinary cash dividend,recapitalization, reorganization, merger, consolidation, split-up, spin-off,combination or exchange of shares), the authorization limits under Section 5.1and 5.2 shall be adjusted proportionately, and the Supervisory Board may adjustthe Plan and Awards to preserve the benefits or potential benefits of theAwards. Action by the Supervisory Board may include: (i) adjustment of thenumber and kind of shares which may be delivered under the Plan; (ii) adjustmentof the number and kind of shares subject to outstanding Awards; (iii) adjustmentof the Exercise Price of outstanding Options or SARs or the measure to be usedto determine the amount of the benefit payable on an Award; and (iv) anyother adjustments that the Supervisory Board determines to be equitable. Inaddition, upon the occurrence or in anticipation of such an event, theSupervisory Board may, in its sole discretion, provide (i) that Awardswill be settled in cash rather than Shares, (ii) that Awards will becomeimmediately vested and that Options or SARs will become immediately exercisableand will expire after a designated period of time to the extent not thenexercised, (iii) that Awards will be assumed by another party to atransaction or otherwise be equitably converted or substituted in connectionwith such transaction, (iv) that outstanding Awards may be settled bypayment in cash or cash equivalents equal to the excess of the Fair MarketValue of the underlying Shares, as of a specified date associated with thetransaction, over the Exercise Price of the Award, (v) that performancetargets and performance periods for conditional Awards will be modified,consistent with Code Section 162(m) where applicable, or (vi) anycombination of the foregoing. The Supervisory Board’s determination need not beuniform and may be different for different Grantees whether or not suchGrantees are similarly situated. Without limiting the foregoing, in the eventof a subdivision of the outstanding Shares (stock-split), a declaration of adividend payable in Shares, or a combination or consolidation of theoutstanding Shares into a lesser number of Shares, the authorization limitsunder Section 5.1 and 5.2 shall automatically be adjusted proportionately,and the Shares then subject to each Award shall automatically be adjustedproportionately without any change in the aggregate purchase price for Optionsor SARs. To the extent that any adjustments made pursuant to this Article 12cause Incentive Stock Options to cease to qualify as Incentive Stock Options,such Options shall be deemed to be nonstatutory stock options.

**ARTICLE 13ADDITIONAL PROVISIONS**

**13.1.****   Confirmationof Grant.****  **Grantsof Awards, including the material terms and conditions thereof, shall beconfirmed in writing by the Executive Board to the Grantee by means of awritten and signed Agreement for Acceptance, based upon a written and signed

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decision of the Supervisory Board. Such confirmationshall be provided to the Grantee as soon as administratively feasible after theGrant Date.

**13.2.****   Acceptance.****  **Acceptance of the Award can only bedone in writing by the Grantee within the time period after the Grant Date asspecified in the Agreement. If the Grantee does not accept his or her Awardwithin the prescribed time frame, the Award shall be deemed to have lapsed. TheGrantee who accepts an Award confirms the following: to have knowledge of the “Regulatoryconcerning Insider Information ARCADIS N.V.” (Reglement), and to have read thecontents thereof and to act in conformity therewith; agrees to act in thefuture in conformity with possible changes in the Reglement; agrees to act inconformity with any other internal regulation regarding the due observance ofthe Reglement.

**13.3.****   Non-transferability.****  **Awards are personal and nottransferable. Awards cannot be pledged or otherwise encumbered. In the eventAwards are transferred, pledged or otherwise encumbered the Awards shall bedeemed to have lapsed without any compensation to the Grantee.

**13.4.****   Compliancewith Other Laws and Regulations.****  **ThePlan, the grant and exercise of Awards hereunder, and the obligation of theCompany to sell and deliver Shares, shall be subject to all applicable laws,rules, and regulations of the Netherlands and United States and to suchapprovals by government or regulatory agencies as may be required or deemedadvisable by the Supervisory Board. The Company shall not be required to issueor deliver any certificates for Shares prior to (a) the listing orquotation of such Shares on any stock exchange or equivalent securities marketon which the Common Stock may then be listed or quoted and (b) the completionof all registrations or qualifications of such Shares under applicableNetherlands, United States, or state law, or such other requirements which theSupervisory Board shall, in its sole discretion, determine to be required,necessary or advisable.

**13.5.****   No Rightsas Shareholders.****  **NoGrantee shall have any rights as a shareholder of the Company with respect toany Share subject to an Award, prior to the date that the Shares coveredthereby are transferred to such Grantee.

**13.6.****   Withholding.****  **Whenever the Company proposes or isrequired to issue or transfer Shares under the Plan, the Company shall have theright to condition such issue or transfer on the requirement that the Granteeremit to the Company an amount sufficient to satisfy all Netherlands, UnitedStates, state or local withholding income tax liability, as well as socialsecurity contributions, associated with such issue or transfer in such form asthe Company may determine or accept in its sole discretion, including paymentby surrender or retention of Shares prior to the delivery of any certificate orcertificates for such Shares. Whenever under the Plan payments are to be madein cash, such payments shall be made net of an amount sufficient to satisfy allrelated Netherlands, United States, state, or local withholding tax liability.

**13.7.****   ContinuedEmployment Not Presumed.****  **ThisPlan and any document describing this Plan and the grant of any Award hereundershall not (a) give any Grantee a right to continued employment or positionor office with the Company or any Member of the Group or (b) adverselyaffect the right of the Company or any Member of the Group to terminate theemployment, of position or office of the Grantee with or without cause.

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**13.8.****   EffectiveDate; Duration.****  **ThePlan first became effective as of May 11, 2005 subject to approval by theshareholders meeting of the Company on May 11, 2005, and shall expire on December 31, 2011. The Supervisory Boardapproved additional amendments to the Plan, as set forth herein, on [December 15,2005. No Awards may be granted under the Plan after December 31, 2011, but Awards granted on orbefore that date may be exercised according to the terms of this Plan and therelated agreements and shall continue to be governed by and interpretedconsistent with the terms of this Plan.

**13.9.****   UnfundedPlan.****  **The Plan,insofar as it provides for Awards, shall be unfunded, and the Company shall notbe required to segregate any assets that may at any time be represented byAwards under this Plan. Any liability of the Company to any person with respectto any Award under this Plan shall be based solely upon and limited to thecontractual obligations of the Company towards such person as evidenced in theapplicable written agreement entered into by the Company and such person underand pursuant to this Plan and no such obligations of the Company shall bedeemed to be secured by any pledge of, or other encumbrance on, any assets ofthe Company or any of its Subsidiaries.

**13.10.****   Taxes.**

(a)       In theevent granting of or exercise of an Award results in a taxable event, theGrantee is liable for payment of all relevant taxes.

(b)       Any taxor social security premium payable by the Grantee or his successors as a resultof the granting, the maintaining, the exercising or the transfer, respectively,of Awards are under all circumstances for the account of the Grantee or, asapplicable, his successors.

(c)       Changesin tax regulations or social security regulations are for the account and riskof the Grantee.

(d)       In theevent the Awards are not exercised or do not vest, no repayment of paid taxesand social security premiums shall take place.

(e)       It isnoted that in some jurisdictions exercising Awards after termination of theGrantee’s employment might have tax implications.

**13.11.****   Domicile.****  **Communications and notices addressedto the Grantee shall be sent to the address shown in the records of theCompany. Communications to the Company shall be sent to the attention of theCompany secretary or at such other address as the Company secretary mayhereafter designate in writing to the Grantee.

**13.12.****   Term ofPlan.****  **This Planis the successor of the ARCADIS 2001 Long Term Incentive Share Option Plan andis applicable for the book years of the Company 2005 up to and including 2011.Granting of any Award during any year does not result in an obligation of theCompany to grant Awards for any following year nor in an entitlement of anyGrantee to receive Awards in any following year.

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**13.13.****   GoverningLaw.****  **The Plan andall Award Agreements shall be construed in accordance with and governed by thelaws of the Kingdom of the Netherlands and, where applicable, the UnitedStates.

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