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                                                                     EXHIBIT 4.2


                    GLOBAL EMPLOYEE SHARE PURCHASE PLAN (US)



            REFLECTS ALL AMENDMENTS ADOPTED THROUGH NOVEMBER 1, 2002



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                    GLOBAL EMPLOYEE SHARE PURCHASE PLAN (US)


1. PURPOSE AND INTRODUCTION

The purpose of the Plan is to offer eligible employees the opportunity to
purchase Royal Dutch shares through periodic or regular after-tax payroll
deduction contributions. Through this plan, the company offers you the
opportunity to purchase Royal Dutch shares at a discount on a fixed day of the
year. Entitlement to the discount is dependent upon a participant having funds
available in the custody account on the purchase date.

2. DEFINITIONS

In these rules each of the following terms shall have the meaning set out next
to it:

o ACQUIRED SHARES -- Shares bought on behalf of a participant after the end of a
savings period with contributions made by the participant during the savings
period.

o BONUS -- A participant's incentive compensation payment (ICP) under his or her
employing company's incentive compensation program. For a participant who is not
an "employee" as such term is defined in such plan, his or her bonuses for these
purposes shall be determined by the plan owner in a fair and equitable manner to
be comparable to such terms for such purposes.

o BROKERAGE ACCOUNT -- A brokerage account established by the participant with
the third party administrator pursuant to Rule 4.4, into which acquired shares
may be transferred and from which other transactions may be effected.

o CONTRIBUTION -- The amount the participant contributes to the Plan through
after-tax payroll deductions stated as a percentage of total compensation
including salary and bonus.

o CUSTODY ACCOUNT -- A non-interest bearing account entered into by and between
the plan owner and a third party custodian in which the plan owner holds the
contributions on behalf of the participants.

o DIVIDEND -- A dividend paid with respect to shares the participant owns.

o ELIGIBLE EMPLOYEE -- A person who at the relevant date is:
         - A regular full-time, regular part-time employee, or a fixed-term
         employee of a participating company. For these purposes, a regular
         full-time or regular part-time employee is any employee whose customary
         employment with a participating company is at least twenty (20) hours
         per week.

o MAXIMUM DOLLAR AMOUNT -- The maximum dollar amount that may be contributed
during a savings period for the purchase of acquired shares as determined by the
plan owner in advance of the savings period.



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o MAXIMUM PERCENTAGE -- The maximum percentage amount of salary and bonus that
may be contributed by a participant in a savings period as determined by the
plan owner in advance of the savings period.

o MAXIMUM SHARE PURCHASE AMOUNT -- The maximum number of acquired shares that
may be purchased by a participant in a savings period as determined pursuant to
Rule 5.6.

o PARTICIPANT -- An eligible employee who enrolls and is accepted into the Plan.

o PARTICIPATING COMPANY -- The plan owner and such of its subsidiaries or
affiliates as it shall so designate.

o PLAN -- The Global Employee Share Purchase Plan (US) in its present form and
as amended from time to time in accordance with the rules.

o PLAN ADMINISTRATOR -- The Vice President (Human Resources) of Shell Oil
Company or the person or institution designated by him or her.

o PLAN OWNER -- Shell Oil Company (or, where appropriate, such entity as it may
designate pursuant to Rule 3).

o PURCHASE DATE -- The first trading day following the end of the savings period
being the date when accumulated contributions are used to purchase Royal Dutch
shares.

o PURCHASE DISCOUNT -- The discount to be applied to the market purchase price
of the acquired shares as determined by the plan owner in advance of the savings
period.

o ROYAL DUTCH -- Royal Dutch Petroleum Company, a company organized under the
laws of the Kingdom of the Netherlands.

o RULES -- These rules as amended from time to time.

o SALARY -- Base salary or wages as such terms are defined in the Shell
Provident Fund save in the case of participants who are fixed-term, employees or
working in the United States on expatriate assignment where it shall mean
"benefits base rate" (as such term is commonly used). For a participant to whom
these provisions are not relevant his or her base salary or wages for these
purposes shall be determined by the plan owner in a fair and equitable manner to
be comparable to such terms for such purposes.

o SAVINGS PERIOD -- A twelve-month period from January 1 to December 31st.

o SHARE -- A registered fully paid ordinary share of E.0.56 in the capital of
Royal Dutch bought on the New York Stock Exchange.

o THIRD PARTY ADMINISTRATOR -- The individual or entity (or such entity as it
may designate) which performs certain administrative and record-keeping services
necessary for the proper operation of the Plan pursuant to an administrative
services agreement with the plan owner.



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o TRADING DAY -- A day on which the New York Stock Exchange is open for trading.

o WITHDRAWAL DATE -- The date upon which a participant's withdrawal from the
Plan takes effect.

o WITHDRAWAL NOTICE-- A written notice from the participant in such form, as may
from time to time be approved by the plan owner, requesting withdrawal from the
Plan.

3. ADMINISTRATION OF THE PLAN

1. The Plan shall be administered by the plan owner. The plan owner may exercise
its rights and powers pursuant to these rules by resolution of its Board of
Directors and may, by such resolution, delegate the exercise of any of those
rights or powers, including the appointment of a plan administrator as provided
herein in Rule 3.2 below, with the exception of:

         a)       The determination of the percentage amount of the purchase
                  discount in a savings period if different from that in the
                  preceding savings period.

         b)       The right pursuant to Rule 17.

         c)       The right to alter, vary, or add pursuant to Rule 16.

2. The plan owner may designate a plan administrator to administer the Plan,
subject to the limitations described in Rule 3.1.

3. The plan owner, or its designated plan administrator, shall have full and
exclusive discretionary authority to construe, interpret and apply the terms of
the Plan, to designate which affiliated companies are eligible to participate in
the Plan, to determine participant eligibility and to adjudicate all disputed
claims filed under the Plan, and to adopt rules of procedure and regulations
necessary for the administration of the Plan. Every finding, decision and
determination made by the Board or its plan administrator shall, to the full
extent permitted by law, be final and binding upon all parties.

4. The plan owner, or its designated plan administrator, may designate such
agents (including third party administrators as provided in Rule 3.5) and employ
persons to perform (or assist him or her in the performance of) the specific or
related functions assigned to him or her and delegate responsibility to these
persons.

5. The plan owner, or its designated plan administrator, may under the terms of
one or more administrative services agreements designate third party
administrators to perform such duties or responsibilities as are necessary in
the administration of the Plan; except that the plan administrator may not
delegate the power to designate affiliated companies eligible to participate in
the Plan.

4. ELIGIBILITY AND PARTICIPATION

1. An invitation to apply to participate in the Plan shall be issued prior to
each savings period in such form and by such method as the plan owner may from
time to time determine.

2. Eligible employees will be required to enroll in the Plan and specify the
contribution percentage they wish to make for each plan year. The application to
enroll must be made in



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writing or in such other form and manner as the plan owner may determine, and be
submitted by the date and to such party as the plan owner may specify

3. If a person becomes an eligible employee after the relevant date then that
person may, within 30 days of becoming an eligible employee, apply to enroll in
the Plan if, immediately prior to becoming an eligible employee, he or she (a)
was participating in Shell's Global Employee Share Purchase Plan outside the
United States or (b) meets such other criteria as the plan owner may specify.

4. An application to enroll will not be accepted unless the participant
establishes a brokerage account by completing an account application and such
other documents as the plan owner or third party administrator may require in
connection with the establishment of such account.

5. A participant must re-enroll in the Plan in respect of each savings period
except where he or she has, by such method as the plan owner may determine,
elected for automatic re-enrollment. Where an election for automatic
re-enrollment is in effect, participation in subsequent savings periods will be
automatic and contributions will be at the contribution percentage amount that
the participant has, by such method as the plan owner may determine, elected as
a default contribution percentage. The minimum default contribution percentage
shall be 1%.

6. If a participant ceases to be an eligible employee, then no further
contributions shall be accepted on his or her behalf. Any accumulated monies in
his or her custody account shall be applied to purchase shares for such
participant in accordance with Rule 6, except as otherwise provided under Rule
11 in the event of death.

7. The plan owner reserves the right to restrict or delay participation in the
Plan of those otherwise eligible employees who accept a group transfer to a
country that requires any local approval or consent for share plan participation
and accordingly to establish special enrollment periods in circumstances where
participation has been so restricted or delayed.

8. Any provisions in the rules to the contrary notwithstanding, no participant
shall be granted any right under the Plan (i) to the extent that, immediately
after the grant, such participant (or any other person whose stock would be
attributed to such participant pursuant to section 424(d) of the Internal
Revenue Code of 1986) would own capital stock of Royal Dutch and/or hold
outstanding options to purchase such stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of the capital stock
of Royal Dutch or of any subsidiary, or (ii) to the extent that his or her
rights to purchase stock under all employee stock purchase plans of Royal Dutch
and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of shares (determined at the fair market value of the
shares at the time such option is granted) for each calendar year in which such
option is outstanding at any time.

9. The plan owner may permit the contingent enrollment of individuals who are
not eligible employees provided that such individuals enrollment shall be of no
force or effect unless such individual becomes an eligible employee before or
coincident with the start of the next savings period.



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5. CONTRIBUTIONS AND PLAN LIMITS

1. Contributions shall be made by deduction of a percentage amount of salary and
bonus on each payday during the savings period. The contribution percentage may
be any increment of 1/2%, with a minimum contribution of 1% and a maximum of
25%.

2. Contributions shall be remitted to the third party custodian and credited to
the custody account as soon as possible and in any event within 14 days of the
deduction of pay.

3. A participant may change the amount of the contribution percentage at any
time after the initial contribution has been made in a savings period.



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4. A participant's contributions for a savings period shall not exceed the
lesser of:

         (a)      Twenty-five percent (25%) of the participant's salary and
                  bonus in that savings period; or

         (b)      The maximum dollar amount for that savings period.

Also, a participant's contribution in a single pay period shall not exceed 25%
of the participant's salary and bonus in that pay period.

5. For purposes of Rules 5.4 and 5.7 the maximum dollar amount applicable in a
savings period shall be limited such that:

         (a)      An application to enroll in the circumstances set out in Rule
                  4.2 will only be accepted on the basis that the maximum dollar
                  amount shall be prorated to reflect the number of months
                  remaining in that savings period at the time the person became
                  an eligible employee;

         (b)      Where an eligible employee is participating in the Sharesave
                  Scheme offered by Shell companies in the United Kingdom (or
                  such other plan offered by a Shell company and specified by
                  the plan owner as being subject to this provision) then the
                  maximum dollar limit applicable in a savings period shall be
                  reduced by the dollar equivalent (as determined by the plan
                  owner) of the amount that the participant has elected to
                  contribute to Sharesave (or such other plan) during the same
                  period.

6. The number of acquired shares that may be purchased on behalf of a
participant with respect to a savings period shall in no event exceed the
maximum share purchase amount. The maximum share purchase amount, rounded down
to the nearest whole number, shall be determined on the first trading day of the
savings period in accordance with the following formula: A=B/(C-D), where

         A = Maximum share purchase amount
         B = Maximum dollar amount
         C = Closing price of the shares on the first trading day of the savings
             period
         D = Closing price of the shares on the first trading day of the
             savings period multiplied by the purchase discount

7. At the time the total amount of contributions made by a participant in a
savings period equals the maximum dollar amount then contributions shall be
suspended until the end of the savings period. Where a participant has withdrawn
monies from the custody account pursuant to Rule 10, then for the purposes only
of Rule 5.4 and this Rule 5.7, the applicable maximum dollar amount for the
participant shall be reduced by a sum equal to the amount withdrawn from the
custody account.

8. The participant shall not make any additional payments into the custody
account for the purchase of shares; except that, subject to administrative
availability, a participant may authorize the transfer from his or her brokerage
account of such amounts as are necessary to pay the amount of any taxes which
must be withheld, as provided in Rules 6.4 and 6.5.



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6. SHARE PURCHASE

1. All contributions made in a savings period by a participant shall be subject
to the limits in Rule 5 and to any withdrawal of contributions that has been
made in accordance with Rule 10 or Rule 11 will be applied to the purchase of
shares on the purchase date except as otherwise provided in this Rule 6.

2. Acquired shares shall be credited to the participant's brokerage account
within 1-3 business days after the purchase date.

3. The price of an acquired share shall be the lesser of the price of the
shares, reduced by the purchase discount, at the close of trading either on the
first trading day of the savings period or on the first trading day following
the end of the savings period.

4. Any taxes incurred as a result of the purchase of acquired shares under the
Plan shall be the responsibility of the participant and no tax assistance shall
be provided. A participating company may withhold from cash payments, or any
other funds or property due or to become due to the participant, a sufficient
amount to satisfy all federal, state and local, or other governmental tax
withholding.

5. As a condition of participation and, in order to meet any tax withholding
requirement described in Rule 6.4, a participant must agree and authorize the
transfer of an estimated tax withholding obligation payment from the custody
account to the plan owner and/or his or her participating company. Such
estimated tax withholding obligation payment shall be made in the following
manner:

         a)       On the trading day next following the purchase date and before
                  any acquired shares are transferred to the participant's
                  brokerage account, shares in an amount estimated to be
                  sufficient to cover such estimated tax obligation payment
                  shall be withheld at the closing price of the shares on the
                  purchase date. The participating company shall credit the
                  estimated withholding tax payment to the actual tax
                  withholding obligation, and remit the excess to the
                  participant if the estimated withholding tax obligation
                  payment is in excess of the actual withholding tax obligation
                  associated with the purchase; or if such payment is
                  insufficient to cover the withholding obligation, withhold an
                  additional amount sufficient to satisfy such tax withholding
                  obligation from other payments due the participant. There will
                  be no fractional shares withheld or remitted to the
                  participant.

6. The estimated tax withholding obligation shall be determined by the plan
owner assuming a federal income tax withholding rate of 27% or other applicable
rate, a maximum FICA tax withholding, and, if applicable, a state income tax
and/or other tax withholding at a rate determined by the plan owner.

7. Any residual cash (reflecting any fractional shares) in the custody account
after the purchase of acquired shares and satisfaction of the estimated tax
withholding obligation shall be transferred to the participant's brokerage
account.



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8. Subject to adjustment pursuant to Rule 18 upon changes in capitalization of
Royal Dutch, the maximum number of shares of Royal Dutch which shall be made
available for sale to the participants under the Plan shall be 4,000,000 shares.
If on a given purchase date, the number of shares to be purchased exceeds the
number of shares then available under the Plan, the plan owner shall make a pro
rata allocation of the shares remaining available for purchase in as uniform a
manner as shall be practicable and as it shall determine to be equitable.

7. STATEMENTS

1. Statements shall be provided to all participants at least quarterly. The
statements shall include the following:

         a)       The total number of shares held.

         b)       The contribution amount to date within a savings period.

         c)       The number of acquired shares bought with contributions made
                  during the previous savings period, the date on which the
                  shares were allocated, and the price at which they were
                  allocated, and the payment made for the estimated tax
                  withholding obligation.

         d)       The number of shares sold by the participant including the
                  date and price at which the shares were sold.

2. This statement/information may be provided and reported through the
participant's brokerage account.

8. INTEREST AND PAYMENTS TO PARTICIPANTS

1. No interest or other type of earnings shall be payable to the participant on
any amounts set aside through payroll deductions through the Plan or on any
amounts due to the participant pursuant to the rules.

9. SUSPENSION OF CONTRIBUTIONS

1. A participant may suspend contributions by reducing his or her contribution
percentage to zero percent. A participant who has suspended contributions may
re-commence contributions to the Plan at any time during the savings period.

2. If a notice to suspend contributions is received, the suspension shall be in
effect by the end of the participant's next two payroll periods.

3. There are no limits as to how many times a participant may suspend his or her
contributions and he or she may do so for an indefinite period.

4. If contributions are suspended indefinitely and an election for automatic
re-enrollment is in effect, then the participant's contributions will recommence
automatically at the beginning of the next savings period at the default
contribution percentage specified by the participant in accordance with Rule
4.4.



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5. If suspension occurs then:

         a)       Suspended contributions may not be made up regardless of the
                  reason for which they were suspended.

         b)       Contributions made in the savings period in which suspension
                  becomes effective shall be applied in accordance with Rule 6.

10. WITHDRAWAL FROM THE PLAN

1. A participant may withdraw from the Plan by requesting a total withdrawal in
such manner and form as the plan owner may provide.

2. If there is a total withdrawal from the Plan, the participant's contributions
shall be transferred from the custody account and made available in his or her
brokerage account within 3-5 business days of the withdrawal date. The
participant may no longer make contributions to the Plan unless he or she
re-enrolls for a subsequent savings period.

3. A participant may request a partial withdrawal of his or her contributions to
date. The participant's contributions remaining shall be used to purchase
acquired shares in accordance with Rule 6.

4. No transaction fees shall apply to withdrawals that are made from the Plan.

5. Total withdrawal from the Plan shall not affect upon the continued existence
of a participant's brokerage account which shall continue to be governed by the
terms applicable thereto.

11. DEATH OF A PARTICIPANT

1. If a participant dies then he or she shall be deemed to have totally
withdrawn from the Plan and contributions shall cease as soon as practicable
after the plan owner is informed of the participant's death. Contributions
already made but not applied to the purchase of shares will not be used to
purchase shares, but will be transferred to the participant's brokerage account
and the brokerage account will be treated in accordance with applicable
testamentary law.

12. LOSS OF OFFICE

1. The rights and obligations of a participant under the terms of his or her
office or employment shall not be affected by his or her participation in the
Plan or any right he or she may have to participate in the Plan. An individual
who participates in the Plan waives all and any rights to compensation or
damages in consequence of the termination of his or her office or employment
within any participating company for any reason whatsoever insofar as those
rights arise, or may arise from him or her ceasing to have rights under the Plan
as a result of such termination or from the loss or diminution of value of such
rights or entitlements.

13. BENEFITS NON-PENSIONABLE

1. Benefits under the Plan will not form part of a participant's remuneration
for the purposes of determining entitlement to any benefit of employment
including any pension or retirement



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benefit, life insurance, health insurance or other similar benefit, whether
existing or subsequently introduced, except as otherwise expressly provided
under the terms of any such Plan.

14. INVESTMENT RISK

1. The value of Royal Dutch shares can go down as well as up. The risks of
fluctuation in the value of the shares are borne by the participant. Neither
Royal Dutch, Shell Oil Company, Shell Petroleum, Inc., any participating
company, the plan administrator, the third party administrator nor its
affiliated brokerage firm, shall have any liability to the participant for any
market losses because of the fluctuation in value of Royal Dutch shares.

15. TRANSFER OF RIGHTS

1. The contributions held on behalf of a participant are personal to that
participant. In the case of any attempt to transfer, assign, pledge or otherwise
dispose of such contribution in any way other than by will or in accordance with
any applicable matrimonial laws or the laws of descent in contravention of this
Rule shall be without effect and the participant shall be deemed to have totally
withdrawn from the Plan with immediate effect and the provisions of Rule 10
shall apply.

16. AMENDMENTS

1. Save as otherwise provided in Rule 16.2, the plan owner may at any time
alter, vary or add to the provisions of the Plan in any relation to the
operation of the Plan generally or in respect of any participant.

2. The plan owner may:

         a)       Not vary the provisions of this Rule 16.2 or 16.3.

         b)       Only vary the percentage of the purchase discount with effect
                  from the beginning of the savings period.

3. As soon as reasonably practicable after any alteration, variation or
addition, plan owner shall give notice to any participant who is materially
affected by the alteration, variation or addition.

17. TERMINATION AND SUSPENSION

1. The plan owner may at any time suspend the operation of the Plan by giving
notice to the participants in such form as the plan owner may, from time to time
determine and, in such event, contributions shall permanently cease with effect
from the termination date specified in the notice. If the plan owner terminates
the operation of the Plan, then the provisions for total withdrawal under Rule
10 shall apply and the termination date shall be treated as the withdrawal date.

18. ADJUSTMENTS/REORGANIZATIONS

1. In the event that the number of outstanding shares is changed by a stock
dividend, stock split, reverse stock split, combination, reclassification or
similar change in the capital structure of Royal Dutch without consideration,
the number of shares available under this Plan and the number of



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shares remaining subject to purchase and the purchase price per share of such
remaining shares shall be proportionately adjusted, subject to any required
action by the shareholders of Royal Dutch and compliance with applicable
securities laws; provided, however, that no fractional shares shall be issued
and any resulting fraction of a share shall be rounded down to the nearest whole
share.

19. NOTICES

1. All notices or communications under or in connection with the Plan that are
to be given by the participant or by any eligible employee shall be given in
accordance with this Rule 19 and shall only be effective:

         a)       If given in such form as the plan owner may, from time to
                  time, determine; and

         b)       If given to the party specified or, if no party is specified,
                  given to the plan owner; and

         c)       If given in accordance with this rule and in accordance with
                  any method specified; and

         d)       If and when received.

2. Any notice, communication or other documents required to be given to a
participant under or in connection with the Plan may be delivered or sent by
mail to the address given in his or her enrollment form (or given in any
subsequent notice if different) or at his or her address according to the
records of his or her participating company or such other address as may appear
to the party giving the notice to be appropriate. Notices sent to the
participant by first class or equivalent post shall be deemed to have been given
between 3 to 5 business days following the date of posting.

3. Any notice or other document required to be given under or in connection with
the Plan:

         a)       To the plan owner may be delivered or sent by mail to them at
                  their registered office (or such other place or places as the
                  relevant party may from time to time determine and notify to
                  participants);

         b)       To the plan administrator or third party administrator shall
                  be addressed with the name and reference indicator and address
                  communicated to the participants from time to time.

4. All notices, communications, documents or share certificates sent by mail
that are sent in accordance with this Rule 19 are sent at the risk of the
intended recipient and neither the plan owner, the plan administrator, nor the
third party administrator shall have any liability whatsoever in respect of any
that arrive incomplete, damaged or in respect of any non receipt.

20. MISCELLANEOUS PROVISIONS

1. No person shall have any claim or right to purchase shares under the Plan,
and no participant shall have any right under the Plan to be retained in the
employ of any employer.



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2. No participant or any other person shall have any of the rights of a
shareholder with respect to shares purchasable under the Plan until such shares
have been issued or transferred to him or her pursuant to the Plan.

3. Any termination of a participant's participation in the Plan shall be without
prejudice to any legal right or remedy that the plan owner or any affiliate may
have against the participant or any other person.

4. The Plan shall inure to the benefit of and be binding upon each successor and
assign of plan owner.

5. Any taxes incurred as a result of the purchase of shares under the Plan shall
be the responsibility of the participant and no tax assistance shall be
provided.

6. The use of the singular may include the plural, and the plural may include
the singular, unless the context clearly indicates to the contrary.

7. Any expenses of administering the Plan shall be borne by the participating
company.

21. SEVERABILITY

1. If a provision of these rules is or becomes illegal, invalid or unenforceable
in any jurisdiction, that shall not affect:

         a)       The validity or enforceability in that jurisdiction of any
                  other provision of these rules; or

         b)       The validity or enforceability in any other jurisdiction of
                  that or any other provision of these rules.

22. GOVERNING LAW

1. All questions arising with respect to the provisions of this Plan shall be
determined by application of the laws of the State of Texas, without regard to
the conflict of laws provisions thereof, except to the extent Texas law is
preempted by Federal statute. The obligation of plan owner to sell and deliver
shares under the Plan is subject to applicable laws and to the approval of any
governmental authority required in connection with the authorization, issuance,
sale or delivery of such shares.

23. EFFECTIVE DATE

1. The provisions of this Plan shall be effective as of November 1, 2001, with
the first savings period commencing January 1, 2002.




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