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                                                                     EXHIBIT 4.3


                          ROYAL DUTCH STOCK OPTION PLAN
              FOR EMPLOYEES OF SHELL SOLAR EMPLOYMENT SERVICES INC.


                          ARTICLE A. GENERAL PROVISIONS

1.       PURPOSE. The purpose of this Royal Dutch Stock Option Plan for
         Employees of Shell Solar Employment Services Inc. (the "Plan") is to
         advance the interests of Shell Solar Employment Services Inc. (the
         "Company") and to provide a means whereby the Company may, through the
         grant of stock options to certain employees ("Participants"), help to
         attract and retain, and encourage performance of superior quality by,
         the key personnel upon whom, in large measure, continued progress,
         growth, success and profitability of the Company and its affiliates
         depend.

2.       TYPES OF OPTIONS AND SHARES. "Options" granted under this Plan will be
         non-qualified stock options. The shares of stock that may be purchased
         or distributed upon exercise of the Options are Ordinary Shares of
         Royal Dutch Petroleum Company (the "Shares").

3.       PLAN ADMINISTRATION AND AUTHORITIES. The Plan shall be administered by
         the Company, which shall have full and final authority in its sole
         discretion, subject to paragraph 4 of Article B, to amend the Plan; to
         conclusively interpret the provisions of the Plan and any Agreement;
         and to make all other decisions relating to the operation of the Plan
         and any Agreement. Subject to the express provisions of the Plan, the
         Company will also have complete authority to determine the terms and
         provisions of each Agreement (which need not be the same); to determine
         the rights and obligations of Participants; to determine or approve the
         persons to be granted Options, when such Options shall be granted, the
         number of Shares and terms with respect to such Options, the Grant
         Price; and to make all other determinations deemed necessary or
         advisable for the administration of the Plan. Determinations by the
         Company under the Plan shall be conclusive and binding for all
         purposes. The Vice President--Human Resources of the Company and/or
         other individual or agent designated to do so shall be responsible for
         maintaining records, making the requisite calculations, receiving
         notices and elections, determining whether the conditions of exercise
         have been met and the like.

4.       ACQUISITION OF SHARES. The Company shall acquire Shares for delivery
         upon exercise of Options under this Plan by purchasing Shares in public
         market transactions or in such other manner as the Company shall
         determine.

5.       ELIGIBILITY. Employees designated by the Company ("Participants") shall
         be eligible to be granted Options pursuant to this Plan. Any
         Participant may hold more than one Option grant hereunder.

6.       VESTING. One-third of the Options (rounded to the nearest whole Share)
         will vest annually beginning 12 months from the date of grant and may
         be exercised at any time after vesting, subject to the provisions of
         the Agreement and the Plan.

7.       TERM OF OPTIONS. Options shall be exercisable during such period or
         periods as provided in the Agreement, and shall be subject to earlier
         termination as hereinafter provided:


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         (a)      The term of the Options is ten (10) years from the date of
                  grant as stated in the Agreement unless terminated earlier by
                  the Participant's (i) termination without the written consent
                  of the employing company, (ii) discharge for cause, or (iii)
                  death;

         (b)      If a Participant terminates employment without written consent
                  of the employing company, all unvested Options shall forthwith
                  terminate and vested Options must be exercised within 30 days
                  from the later of the termination date, or the end of a
                  blackout period which includes the termination date, at the
                  end of which 30 day period the vested Options shall terminate;

         (c)      In the event a Participant shall cease to be an employee by
                  reason of discharge for cause, all unexercised Options (vested
                  and unvested) shall forthwith terminate. The Company may
                  terminate the Options for cause if it finds during or after
                  the Participant's employment that the individual (i) was
                  guilty of fraud or dishonesty with respect to one of the
                  Companies or the Royal Dutch/Shell Group of Companies, (ii)
                  willfully damaged the assets of, or engaged in misconduct
                  which in any material respect is injurious to, one of the
                  Companies or the Royal Dutch/Shell Group of Companies, (iii)
                  wrongfully disclosed or used any proprietary or confidential
                  information which is related to the business, properties or
                  affairs of one of the Companies or the Royal Dutch/Shell Group
                  of Companies and the release of which is detrimental in any
                  material respect to the competitive position or goodwill of
                  one of the Companies or the Royal Dutch/Shell Group of
                  Companies, or (iv) engaged in any activity in any material
                  respect which reasonably constitutes a conflict with the
                  interests of one of the Companies or the Royal Dutch/Shell
                  Group of Companies;

         (d)      If a Participant holding Options shall die, all unexercised
                  Options shall vest immediately and may, subject to the
                  provisions of their Agreements and of this Article A, be
                  exercised by the estate of the decedent, or by a person who
                  acquired the right to exercise such Options by bequest or
                  inheritance or by reason of the death of the decedent, until
                  13 months from the date of the Participant's death, at the end
                  of which period the Options shall terminate;

         (e)      If a Participant shall cease to be an employee by reason of
                  Retirement, total and permanent disability or other
                  termination with written consent of the employing company, the
                  Options shall continue to vest in accordance with the vesting
                  schedule described in paragraph 6 of Article A;

         (f)      Options shall continue to vest in accordance with the vesting
                  schedule described in paragraph 6 of Article A in the event of
                  a change in duties or position so long as the Participant
                  continues to be an employee of one of the Companies or one of
                  the Royal Dutch/Shell Group of Companies;



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         (g)      Election or acceptance of public office or employment or the
                  performance of the duties of such office or employment shall
                  not constitute grounds for termination of the Options;

         (h)      In the event that a Participant is granted a temporary leave
                  of absence (including military or sick leave, leave to enter
                  governmental employment or, for purposes of this Plan only,
                  assignment with an entity affiliated by direct or indirect
                  ownership of the Company), employment shall be deemed to
                  continue for purposes of the Plan;

         (i)      If a Participant or other holder shall otherwise fail to
                  observe the terms of the Agreement, the Options held pursuant
                  to such Agreement shall forthwith terminate.

         In no event, however, shall any Options granted hereunder be
         exercisable after the expiration of ten years from the date of grant of
         such Options.

8.       EMPLOYEE'S AGREEMENT TO SERVE. The acceptance of a grant of Options
         shall constitute an agreement by the Participant:

         (a)      unless the Participant Retires, becomes totally and
                  permanently disabled or terminates with the written consent of
                  his/her employing company, to remain an employee of one of the
                  Royal Dutch/Shell Group of Companies (i) during the period of
                  vesting or (ii) until any later date to which the Participant
                  is already contractually obligated to remain so employed; and

         (b)      for so long as the Participant is employed by one of the Royal
                  Dutch/Shell Group of Companies, that to the extent permitted
                  by applicable law, all communications and information
                  regarding the Plan and Options may be sent to the Participant
                  by electronic transmission (e.g., e-mail) or be retrievable
                  from internet sites maintained by one of the Companies or the
                  Third Party Administrator.

9.       NO TRANSFERABILITY. Neither the Options nor any interest in this Plan
         shall be transferable or assignable by a Participant, whether
         voluntarily, involuntarily, by operation of law or otherwise during the
         Participant's lifetime and at said Participant's death, the Options or
         any part thereof shall only be transferable by will, the laws of
         descent and distribution or by beneficiary designation in the form
         provided by the Company and incorporated herein by reference. Options
         may be exercised during the Participant's lifetime only by the
         Participant.

10.      EXERCISE AND PAYMENT. Options shall be exercisable at such times and in
         such installments as provided in the terms of this Plan and the
         Agreement. The Options may be exercised by the Participant giving
         notice in the proper form to the Company through the Company's
         designated Third Party Administrator specifying the number of Options
         to be exercised and the manner of exercise. The Third Party
         Administrator shall determine whether the Options may be exercised at
         the time the notice is received in accordance with the provisions of
         this Plan. In the event of doubt, the issue will be referred to the
         Corporate Secretary of the



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         Company for resolution. Each notice shall constitute a representation
         that the Participant (or the person exercising the Options, in
         accordance with paragraph 7(d) of Article A) is not in possession of
         any material inside information pertaining to the Royal Dutch/Shell
         Group of Companies and is not aware of any legal constraint to such
         exercise. Settlement will be made within 10 business days from the date
         on which all actions necessary to complete the exercise have been
         completed. Unless a later date is required hereunder, the effective
         date of the exercise shall be the date when a proper notice of exercise
         is made to the Company's designated Third Party Administrator by
         telephone or other electronic means approved by the Company.

         Payment of the Grant Price may be made by the Participant:

         (a)      in cash or by check;

         (b)      through the delivery of irrevocable instructions to a
                  broker-dealer selected by the Company that is a member of the
                  National Association of Securities Dealers (a "NASD Dealer")
                  to deliver promptly to the Company or its Third Party
                  Administrator an amount equal to the aggregate Grant Price for
                  the Shares being purchased and any applicable federal, state
                  and local, or other government withholding taxes; or

         (c)      by any combination of the foregoing.

11.      ADJUSTMENTS. 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 Shares subject to
         outstanding Options and the Grant Price per Share of such outstanding
         Options 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 upon exercise of any Option and any resulting
         fractions of a Share shall be rounded up to the nearest whole Share.
         Agreements shall be also adjusted as deemed appropriate by the Company
         to recognize any factors that the Company in its sole discretion
         determines appropriate, fair and equitable under the circumstances.

12.      CONDITIONS UPON EXERCISE. A Participant may exercise his/her vested
         Options at any time during the remaining term of the Options, provided
         that he/she conforms to all applicable laws, rules and regulations and
         the New York Stock Exchange Rules, and subject to the following
         limitations:

         (a)      a Participant may not exercise the Options with respect to
                  less than 100 Shares unless the number of Options remaining
                  unexercised is less than 100, in which case he/she may
                  exercise the Options remaining;

         (b)      a Participant may not exercise the Options when he/she is in
                  possession of material inside information pertaining to the
                  Royal Dutch/Shell Group of Companies. Any profit gained which
                  is later determined to be attributable to material inside
                  information shall be paid to the Company; and



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         (c)      a Participant may not exercise the Options during any period
                  during which special circumstances exist that preclude their
                  exercise for specified periods ("Blackout Periods") as advised
                  to him/her by the Corporate Secretary's Office or through the
                  Company's designated Third Party Administrator. Blackout
                  Period restrictions shall continue to apply to a Participant
                  for 180 days following Retirement or other termination but
                  shall not apply to a person exercising pursuant to paragraph
                  7(d) of Article A.


                            ARTICLE B. MISCELLANEOUS

1.       DEFINITIONS. For the purpose of the Plan and the Agreement, except
         where the context otherwise indicates, the following terms shall have
         the respective meanings indicated:

         "Agreement" means a written agreement between the Company and a
         Participant evidencing the grant of Options, incorporated by reference
         herein and having such terms and conditions of Options, or
         modifications or amendments thereof, as the Company shall approve.

         "Companies" means the Company, and any subsidiary corporation or other
         entity of which the Company, Shell Solar Industries LP or Shell
         Petroleum Inc. directly or indirectly owns or controls at least 25
         percent of the total combined voting power of all classes of stock or
         other interests.

         "Grant Price" means the exercise price stated in the Agreement which
         shall be the closing price of the Ordinary Shares of Royal Dutch on the
         New York Stock Exchange on the date on which the Options are granted,
         as reported by such source as the Company may determine.

         "Indemnitee" means an individual who, while an employee or director of
         any of the Companies and acting with respect to the Plan, acts as a
         fiduciary, agent, director of the Company, or in any other capacity
         exercises administrative responsibility with respect to the Plan.

         "Retire" or "Retirement" means termination of employment with all
         Companies after accumulation of 80 Points or 70 Points, assuming
         application of the 80-Point or 70-Point Eligibility Rules or the
         attainment of other criteria for retirement under the Shell Pension
         Plan, taking into account for these purposes all service taken into
         account for such purpose under the Shell Pension Plan.

         "Royal Dutch" means the Royal Dutch Petroleum Company, a company
         organized under the laws of the Kingdom of the Netherlands.

         "Royal Dutch/Shell Group of Companies" means the entities in which
         Royal Dutch or The "Shell" Transport and Trading Company, p.l.c.
         directly or indirectly own investments.



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         "Third Party Administrator" means the party designated by the Company
         to perform record keeping services and administer requests for the
         exercise of Options in accordance with Company guidelines and the Plan.

2.       GOVERNMENT AND OTHER RULES AND REGULATIONS. The obligation of the
         Company to issue Shares pursuant to the Options shall be subject to (a)
         compliance with all applicable laws, governmental rules and regulations
         and administrative action, including all applicable federal and state
         securities laws, and (b) any other rules and regulations of the Company
         as may then be in effect.

3.       UNFUNDED PLAN. This Plan shall be unfunded, and the Company shall not
         be required to segregate any assets which may at any time be
         represented by grants under the Plan. Any liability of the Company to
         any person with respect to a grant under this Plan shall be based
         solely upon any contractual obligations which may be created by this
         Plan; no such obligation of the Company shall be deemed to be secured
         by any pledge or other encumbrance on any property of the Company, or
         funded or secured in any way.

4.       TERMINATION AND AMENDMENT OF THE PLAN BY THE COMPANY. The Company may
         terminate or amend this Plan and the Agreements at any time in its sole
         discretion; provided, however, that all amendments to the Royal Dutch
         Stock Option Plan for Employees of Shell Companies in the US (the
         "Shell RD Plan") as may hereafter be adopted by Shell Oil Company are
         hereby determined to be in the best interests of the Company and shall
         forthwith be adopted by the Company and incorporated as part of this
         Plan, and that no amendment shall be made which is inconsistent with
         the provisions of the Shell RD Plan; and further provided that any
         Options then outstanding shall not be adversely affected thereby
         without the written consent and acquiescence of the respective
         Participants holding such Options. It is the intent of this Plan to
         provide benefits and rights that are equivalent to but not greater than
         the benefits and rights under the Shell RD Plan.

5.       INDEMNIFICATION. The Company shall indemnify each Indemnitee under the
         Plan to the fullest extent permitted under applicable laws, and under
         the by-laws of the Company, against all or any portion of liability,
         and/or costs and expenses reasonably incurred by such Indemnitee, in
         connection with, arising out of, or resulting from, any claim, suit or
         proceeding in which he/she may be involved by reason of having been an
         Indemnitee; provided however, the Company shall not be obligated to
         indemnify any Indemnitee against any liability, costs or expenses in
         connection with any act or omission to act in respect of which the
         Indemnitee shall be finally adjudged in any action, suit or proceeding
         to have been guilty of fraud or willful misconduct in the performance
         of his/her duties.

6.       OTHER PROVISIONS. The following provisions are also in effect under the
         Plan:

         (a)      no person shall have any claim or right to receive a grant
                  under the Plan, and no Participant shall have any right under
                  the Plan to be retained in the employ of any of the Companies;

         (b)      no Participant or any other holder of the Options shall have
                  any of the rights of a shareholder with respect to Shares
                  purchasable under the Options until



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                  such Shares have been issued or transferred to him/her upon
                  exercise of the Options;

         (c)      any termination of the Options shall be without prejudice to
                  any legal right or remedy which the Companies may have against
                  the Participant or any other person;

         (d)      the Plan and the Agreements thereunder shall inure to the
                  benefit of and be binding upon each successor and assign of
                  the Company;

         (e)      any taxes incurred as a result of the grant or exercise of
                  Options under the Plan shall be the responsibility of the
                  Participant and no tax assistance shall be provided by the
                  Companies;

         (f)      the Companies may withhold from cash payments, or any other
                  funds or property due or to become due to the Participant,
                  sufficient amount to satisfy all federal, state and local, or
                  other governmental tax withholding;

         (g)      the use of the singular may include the plural, and the plural
                  may include the singular, unless the context clearly indicates
                  to the contrary;

         (h)      any expenses of administering the Plan shall be borne by the
                  Companies;

         (i)      all matters relating to this Plan, the Agreements, or Options
                  granted hereunder shall be governed by the laws of the State
                  of Texas, without regard to the conflict of laws provisions
                  thereof;

         (j)      no payment under this Plan shall be taken into account in
                  determining benefits under any pension, retirement,
                  profit-sharing or welfare benefit plan of the Companies,
                  except as otherwise expressly provided under the terms of any
                  such plan; and

         (k)      in the event any provisions of this Plan shall be declared
                  illegal or invalid for any reason, the illegality or
                  invalidity shall not affect any other provisions hereof, but
                  shall be fully severable and this Plan shall be construed and
                  enforced as if the provision had not been included.

7.       EFFECTIVE DATE. The provisions of this Plan shall be effective as of
         August 1, 2002.


IN WITNESS WHEREOF, the duly authorized officer of the Company has executed this
Plan.


                                          SHELL SOLAR EMPLOYMENT SERVICES INC.


                                          C. A. Farris
                                          President and Chief Operating Officer




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