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                                                                    EXHIBIT 10-Q



                                VERITAS DGC INC.

                           DEFERRED COMPENSATION PLAN





                                                                    REV. 2/25/00

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                                VERITAS DGC INC.

                           DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS


                                                                     Section
ARTICLE I -- DEFINITIONS

         Account........................................................1.1
         Beneficiary....................................................1.2
         Board of Directors.............................................1.3
         Code...........................................................1.4
         Company........................................................1.5
         Company Discretionary Accrual..................................1.6
         Company Discretionary Match....................................1.7
         Compensation...................................................1.8
         Committee......................................................1.9
         Deferral......................................................1.10
         Deferred Compensation Ledger..................................1.11
         Disability....................................................1.12
         ERISA.........................................................1.13
         Investment Fund...............................................1.14
         Participant...................................................1.15
         Plan..........................................................1.16
         Plan Year.....................................................1.17
         Retirement....................................................1.18
         Trust.........................................................1.19
         Valuation Date................................................1.20

ARTICLE II - ELIGIBILITY

ARTICLE III - DEFERRALS AND BENEFIT ACCRUALS

         Deferral Election..............................................3.1
         Company Discretionary Match Accrual............................3.2
         Company Discretionary Accrual..................................3.3

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ARTICLE IV - ACCOUNT

         Establishing a Participant's Account...............................4.1
         Deferral Account...................................................4.2
         Company Discretionary Match Account................................4.3
         Company Discretionary Accrual Account..............................4.4
         Crediting of Interest..............................................4.5

ARTICLE V - VESTING

         Deferrals..........................................................5.1
         Company Discretionary Match and Company Discretionary Accruals.....5.2

ARTICLE VI -  DISTRIBUTIONS

         Death..............................................................6.1
         Disability.........................................................6.2
         Retirement.........................................................6.3
         Termination Prior to Death, Disability or Retirement...............6.4
         Responsibility for Distributions and
           Withholding of Taxes.............................................6.5
         Distribution Determination Date....................................6.6

ARTICLE VII  - ADMINISTRATION

         Committee Appointment..............................................7.1
         Committee Organization and Voting..................................7.2
         Powers of the Committee............................................7.3
         Committee Discretion...............................................7.4
         Annual Statements..................................................7.5
         Reimbursement of Expenses..........................................7.6

ARTICLE VIII - AMENDMENT AND/OR TERMINATION

         Amendment or Termination of the Plan...............................8.1
         No Retroactive Effect on Awarded Benefits..........................8.2
         Effect of Termination..............................................8.3


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ARTICLE IX - PAYMENT

         Payments Under This Agreement Are the Obligation
           of the Company..................................................9.1
         Payments May Be Made to a Rabbi Trust.............................9.2
         Participants Must Rely Only on General
            Credit of the Company..........................................9.3
         Plan Unfunded.....................................................9.4

ARTICLE X - MISCELLANEOUS

         Limitation of Rights.............................................10.1
         Distributions to Incompetents or Minors..........................10.2
         Nonalienation of Benefits........................................10.3
         Reliance Upon Information .......................................10.4
         Severability.....................................................10.5
         Notice...........................................................10.6
         Gender and Number................................................10.7
         Governing Law....................................................10.8
         Effective Date...................................................10.9


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                                VERITAS DGC INC.

                           DEFERRED COMPENSATION PLAN

            WHEREAS, Veritas DGC Inc. desires to adopt a deferred compensation
plan for a select group of management and highly compensated employees;

            NOW, THEREFORE, Veritas DGC Inc. hereby establishes the Veritas DGC
Inc. Deferred Compensation Plan effective on January 1, 2001, the terms of which
are set forth in this document as it may be amended from time to time.

                                    ARTICLE I

                                   DEFINITIONS

            1.1 "ACCOUNT" means all ledger accounts pertaining to a Participant
which are maintained by the Committee to reflect the amount of deferred
compensation due the Participant. The Committee shall establish the following
Accounts and any additional Accounts that the Committee considers necessary.

                  (a) Deferral Account - The Participant's deferral, if any,
            between one percent and 50 percent of his base Compensation and the
            Participant's deferral, if any, between one percent and 100 percent
            of any incentive bonus or commission paid to the Participant.

                  (b) Company Discretionary Match Account - The Company's
            discretionary match, if any, equal to a percentage of the
            Participant's Deferral.

                  (c) Company Discretionary Accrual Account - The Company's
            discretionary contribution, if any, equal to a percentage of the
            Participant's Compensation.

                 1.2 "BENEFICIARY" means a person or entity designated by the
Participant under the terms of the Plan to receive a payment under the Plan upon
the death of the Participant.

                  1.3 "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

                  1.4 "CODE" means the Internal Revenue Code of 1986, as amended
from time to time.

                  1.5 "COMPANY" means Veritas DGC Inc.

                  1.6 "COMPANY DISCRETIONARY ACCRUAL" means the discretionary
accrual, if any, which the Company accrues with respect to the Participant's
Compensation during a Plan Year.

                  1.7 "COMPANY DISCRETIONARY MATCH" means the discretionary
match, if any, which the Company accrues with respect to the amount deferred
during a Plan Year by a Participant under the Plan.


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                  1.8 "COMPENSATION" means remuneration paid to a Participant by
the Company during the portion of the Plan Year in which he is eligible to
participate in the Plan, or that would have been paid to a Participant during
the Plan Year by the Company but for the Participant's election to make a
Deferral under the Plan or his deferrals under a cash or deferred arrangement
described in section 401(k) of the Code or a cafeteria plan described in section
125 of the Code, including and limited to regular base pay as determined by the
Committee in its sole discretion, commissions, merit and incentive bonuses
(other than bonuses paid by the Company with respect to services for a
predecessor employer that has not adopted the Plan or with respect to services
performed by the Participant prior to his employment by the Company, as
determined by the Committee in its sole discretion), excluding however, car
allowance payments, and short-term disability pay.

                  1.9 "COMMITTEE" means the persons who are from time to time
serving as members of the committee administering the Plan.

                  1.10 "DEFERRAL" means the amount of Compensation deferred
under a deferral election made by a Participant under Section 3.1.

                  1.11 "DEFERRED COMPENSATION LEDGER" means the ledger
maintained by the Committee for each Participant which reflects the amount of
Compensation deferred by the Participant under the Plan, Company Discretionary
Match and the Company Discretionary Accrual provided under the Plan, and the
amount of earnings and losses credited on each of these amounts.


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                  1.12 "DISABILITY" means a physical or mental condition that in
the discretion of the Committee would entitle the Participant to payment of
disability income payments under the Company's disability programs. The
Committee's determination of a Participant's Disability shall be in its sole
discretion and shall be final.

                  1.13 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

                  1.14 "INVESTMENT FUND" means a mutual fund or other investment
option that is designated by the Committee for purposes of determining the
amount of the Company's deferred compensation obligation to a Participant under
the Plan.

                  1.15 "PARTICIPANT" means an employee of a Company who is
eligible to participate in the Plan.

                  1.16 "PLAN" means the Veritas DGC Inc. Deferred Compensation
Plan set out in this document, as amended from time to time.

                  1.17 "PLAN YEAR" means a one-year period which coincides with
the calendar year.

                  1.18 "RETIREMENT" means the voluntary termination of
employment with the Company at or after attaining age 62 with at least 10 years
of service with the Company.

                  1.19 "TRUST" means the Veritas DGC Inc. Deferred Compensation
Trust.

                  1.20 "VALUATION DATE" means the end of each calendar quarter
unless the Committee selects another date.



                                   ARTICLE II

                                   ELIGIBILITY

                  The employees eligible to participate in the Plan include the
key employees of the Company, who are in a select group of management or are
highly compensated employees, as determined by the Committee. The Committee
shall notify each Participant of his eligibility to participate in the Plan.
Each Participant in the Plan during a Plan Year shall continue to participate in
the Plan unless the Committee shall have notified the Participant that he will
not be eligible to participate in the Plan. A former Participant who has been
notified that he will no longer participate in the Plan, but who remains in the
employ of the Company, shall retain the balance in his Accounts under the terms
of the Plan, but he shall not make additional deferrals under Section 3.1 and no
additional amounts shall be credited to his Accounts under Sections 4.3 and 4.4
during the periods in which he is not a Participant.


                                   ARTICLE III

                             DEFERRALS AND ACCRUALS

                  3.1 DEFERRAL ELECTION. A Participant may elect, within 30 days
of notification that he is eligible to participate in the Plan, the percentage,
if any, of his Compensation to be earned during the ensuing Plan Year, that is
to be deferred under the Plan. A Participant may defer a

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minimum of one percent but not more than 50 percent of his base Compensation for
the Plan Year and may defer a minimum of one percent and a maximum of 100
percent of any incentive bonus or commissions to be paid to the Participant for
the Plan Year. Prior to the election period the Committee shall notify all
eligible Participants of their right to make a deferral election. Once an
election has been made as to the percentage to be deferred, it becomes
irrevocable for the Plan Year. The election to defer a percentage of
Compensation shall be effective only upon the timely receipt by the Committee of
the Participant's percentage deferral election on such form as will be
determined by the Committee from time to time. Except with respect to the
election by a newly eligible Participant as described above, if the Committee
fails to receive a properly filed election form on or prior to the beginning of
the Plan Year or Years to which the election applies, revoking or modifying a
prior election, the prior election shall remain in effect. If a timely election
form is not received, the Participant shall be deemed to have elected not to
defer any part of his Compensation for that Plan Year. An election to defer for
one Plan Year shall remain effective for subsequent Plan Years until modified or
revoked in accordance with this Section 3.1.

                  3.2 COMPANY DISCRETIONARY MATCH ACCRUAL. Each Plan Year the
Company may, in its sole discretion, credit the Company Discretionary Match
Account of each Participant who elects to defer a portion of his Compensation
under the Plan with an amount to be determined by the Company.

                  3.3 COMPANY DISCRETIONARY ACCRUAL. Each Plan Year the Company
may, in its sole discretion, credit the Company Discretionary Accrual Account of
each Participant in the Plan with an amount equal to a percentage of the
Participant's Compensation.


                                   ARTICLE IV

                                     ACCOUNT

                 4.1 ESTABLISHING A PARTICIPANT'S ACCOUNT. The Committee shall
establish an Account for each Participant in a special Deferred Compensation
Ledger which shall be maintained by the Company. The Account shall reflect the
amount of the Company's obligation to the Participant at any given time.

                 4.2 DEFERRAL ACCOUNT. The amount deferred by a Participant, if
any, shall be credited to each Participant's Deferral Account as of the last day
of each month in which the Participant would have received the amount deferred
but for his election to defer.

                 4.3 COMPANY DISCRETIONARY MATCH ACCOUNT. The Company
Discretionary Match, if any, shall be credited to each Participant's Company
Discretionary Match Account coincident with the crediting of the Participant's
Deferral to the Participant's Deferral Account.

                 4.4 COMPANY DISCRETIONARY ACCRUAL ACCOUNT. The Company
Discretionary Accrual, if any, shall be credited to each Participant's Company
Discretionary Accrual Account as of the last day of the Plan Year for the
accrual attributable to Compensation paid during that Plan Year.


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                 4.5 CREDITING OF INTEREST. As part of a Participant's total
benefit under the Plan, each Participant's Account shall be credited with
earnings (or losses) equal to the amount which is deemed to be earned on his
bookkeeping Account established to enable the Company to determine its
obligations under the Plan. Each Valuation Date the Committee or its delegate
will determine the amount of earnings (or losses) to be allocated to a
Participant's Account and will credit that amount to the Participant's Account.
For the purpose of determining the earnings (or losses) to be credited to the
Participant's Account, the Committee shall assume that the Participant's Account
is invested in units or shares of the Investment Funds in the proportions
selected by the Participant in accordance with procedures established by the
Committee. This amount accrued by the Committee as additional deferred
compensation shall be a part of the Company's obligation to the Participant and
payment of it shall be a general obligation of the Company. Earnings (or losses)
will continue to be credited to a Participant's Account each Valuation Date
until his entire benefit due under the Plan has been paid in full. The
determination of interest based on the income and appreciation of the
Participant's Account shall in no way affect the ability of the general
creditors of the Company to reach the assets of the Company in the event of the
insolvency or bankruptcy of the Company or place the Participants in a secured
position ahead of the general creditors of the Company. Although a Participant's
investment selections made in accordance with the terms of the Plan and such
procedures as may be established by the Committee shall be relevant for purposes
of determining the Company's obligation to the Participant under the Plan, there
is no requirement that any assets of the Company shall be invested in accordance
with the Participant's investment selections.


                                    ARTICLE V

                                     VESTING

                  5.1 DEFERRALS. A Participant shall have a 100 percent
nonforfeitable interest in his Deferrals under the Plan at all times. A
Participant will also have a 100 percent nonforfeitable interest in any increase
in the Deferral as a result of the crediting of interest in accordance with
Section 4.5 after his Deferral has been initially credited.

                  5.2 COMPANY DISCRETIONARY MATCH AND COMPANY DISCRETIONARY
ACCRUAL. Upon his termination of employment, Retirement, death or Disability
while employed with the Company, a Participant will have a 100 percent
nonforfeitable interest in the Company Discretionary Match and Company
Discretionary Accrual credited to his Account together with any increase in the
accruals as a result of the crediting of interest in accordance with Section 4.5
after they have been initially credited.


                                   ARTICLE VI

                                  DISTRIBUTIONS

                  6.1 DEATH. Upon the death of a Participant, his Beneficiary or
Beneficiaries shall receive the value of the amounts credited to the
Participant's Accounts in the Deferred Compensation Ledger determined under
Section 6.6, the distribution shall be made in one lump sum payment in cash. The
distribution shall be made within 30 days after the Participant's death.


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                  Each Participant, upon notification of his participation in
the Plan, shall file with the Committee a designation of a Beneficiary or
Beneficiaries to whom distributions otherwise due the Participant shall be made
in the event of his death prior to the distribution of the amount credited to
his Accounts in the Deferred Compensation Ledger. The designation will be
effective upon receipt by the Committee of a properly executed form which the
Committee has approved for that purpose. The Participant may from time to time
revoke or change any designation of Beneficiary by filing another approved
Beneficiary designation form with the Committee. If there is no valid
designation of Beneficiary on file with the Committee at the time of the
Participant's death, or if all of the Beneficiaries designated in the last
Beneficiary designation have predeceased the Participant or otherwise ceased to
exist, the Beneficiary will be the Participant's spouse, if the spouse survives
the Participant, or otherwise the Participant's estate. Any Beneficiary
designation which designates any person or entity other than the Participant's
spouse must be consented to in writing by the spouse in a form acceptable to the
Committee in order to be effective.

                  6.2 DISABILITY. Upon the Disability of a Participant, the
Participant shall receive the value of the amounts credited to the Participant's
Accounts in the Deferred Compensation Ledger determined under Section 6.6, and
the distribution shall be made in one lump sum payment in cash. The distribution
shall be made within 30 days after the Participant becomes disabled.

                  6.3 RETIREMENT. Upon the Retirement of a Participant as
defined in Section 1.18, the Participant shall receive the value of the amounts
credited to his Accounts in the Deferred Compensation Ledger determined under
Section 6.6, and the distribution shall be made in one lump sum payment or over
a 3- or 5-year period, according to the Participant's retirement distribution
election form completed upon entry into the Plan. If a lump sum payment is made,
the distribution shall be made within 30 days after the Participant's
Retirement.

                  6.4 TERMINATION PRIOR TO DEATH, DISABILITY OR RETIREMENT. Upon
a Participant's termination from the employ of the Company prior to his death,
Disability or Retirement, the Participant shall receive the portion of the
amount credited to his Accounts in the Deferred Compensation Ledger, determined
under Section 6.6, which is vested under Sections 5.1 and 5.2, and the
distribution shall be made in one lump sum payment in cash. The distribution
shall be made within 30 days after the Participant's termination. Any amounts
not then vested shall be forfeited.

                  6.5 RESPONSIBILITY FOR DISTRIBUTIONS AND WITHHOLDING OF TAXES.
The Committee shall furnish information to the Company concerning the amount and
form of distribution to any Participant entitled to a distribution so that the
Company may make or cause the Trust to make the distribution required. It will
also calculate the deductions from the amount of the benefit paid under the Plan
for any taxes required to be withheld by federal, state or local government and
will cause them to be withheld and paid to the appropriate authority.

                  6.6 DISTRIBUTION DETERMINATION DATE. For purposes of all
distributions described in this Article VI, the determination date for valuing
the amounts credited to a Participant's Accounts shall be the Valuation Date
immediately preceding the event which triggers the beginning of the period
described in Section 6.1, 6.2, 6.3 or 6.4, as applicable.


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                                   ARTICLE VII

                                 ADMINISTRATION


                  7.1 COMMITTEE APPOINTMENT. The Committee which shall consist
of not less than three members shall be appointed by the Board of Directors.
Each Committee member shall serve until his resignation or removal. The Board of
Directors shall have the sole discretion to remove any one or more Committee
members and appoint one or more replacement or additional Committee members from
time to time.

                  7.2 COMMITTEE ORGANIZATION AND VOTING. The Committee shall
select from among its members a chairman who shall preside at all of its
meetings and shall elect a secretary without regard to whether that person is a
member of the Committee. The secretary shall keep all records, documents and
data pertaining to the Committee's supervision and administration of the Plan. A
majority of the members of the Committee shall constitute a quorum for the
transaction of business and the vote of a majority of the members present at any
meeting shall decide any question brought before the meeting. In addition, the
Committee may decide any question by a vote, taken without a meeting, of a
majority of its members. A member of the Committee who is also a Participant
shall not vote or act on any matter relating solely to himself.

                  7.3 POWERS OF THE COMMITTEE. The Committee shall have the
exclusive responsibility for the general administration of the Plan according to
the terms and provisions of the Plan and shall have all powers necessary to
accomplish those purposes, including but not by way of limitation the right,
power and authority:

                  (a)      to make rules and regulations for the administration
                           of the Plan;

                  (b)      to construe all terms, provisions, conditions and
                           limitations of the Plan;

                  (c)      to correct any defect, supply any omission or
                           reconcile any inconsistency that may appear in the
                           Plan in the manner and to the extent it deems
                           expedient to carry the Plan into effect;

                  (d)      to designate the persons eligible to become
                           Participants;

                  (e)      to determine all controversies relating to the
                           administration of the Plan, including but not limited
                           to:

                           (1) differences of opinion arising between the
                  Company and a Participant; and


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                           (2) any question it deems advisable to determine in
                  order to promote the uniform administration of the Plan for
                  the benefit of all parties at interest; and

                  (f) to delegate by written notice those clerical and
         recordation duties of the Committee, as it deems necessary or advisable
         for the proper and efficient administration of the Plan.

                  7.4 COMMITTEE DISCRETION. The Committee in exercising any
power or authority granted under the Plan or in making any determination under
the Plan shall perform or refrain from performing those acts using its sole
discretion and judgment. Any decision made by the Committee or any refraining to
act or any act taken by the Committee in good faith shall be final and binding
on all parties and shall not be subject to de novo review.

                  7.5 ANNUAL STATEMENTS. The Committee shall cause each
Participant to receive an annual statement as soon as administratively feasible
after the conclusion of each Plan Year containing a statement of the
Participant's Accounts in the Deferred Compensation Ledger through the end of
that Plan Year. The statement shall include a report of the Participant
Deferral, Company Discretionary Match, if any, and Company Discretionary
Accrual, if any, and the number of units credited to each Participant's Accounts
for that Plan Year.

                  7.6 REIMBURSEMENT OF EXPENSES. The Committee shall serve
without compensation for its services but shall be reimbursed by the Company for
all expenses properly and actually incurred in the performance of its duties
under the Plan.


                                  ARTICLE VIII

                          AMENDMENT AND/OR TERMINATION


                  8.1 AMENDMENT OR TERMINATION OF THE PLAN. The Board of
Directors may amend or terminate the Plan at any time by an instrument in
writing without the consent of any Participant.

                  8.2 NO RETROACTIVE EFFECT ON AWARDED BENEFITS. No amendment
shall affect the rights of any Participant to the amounts and/or units then
standing to his credit in his Accounts in the Deferred Compensation Ledger.
However, the Board of Directors shall retain the right to change at any time and
in any manner the method of calculating all amounts deferred by a Participant,
all amounts matched by the Company and all Company Discretionary Accruals to be
accrued in the future and the gauge to be used to determine future increases or
decreases in amounts accrued or deferred after the date of the amendment.

                  8.3 EFFECT OF TERMINATION. If the Plan is terminated, all
amounts deferred by Participants and matched or accrued by the Company and
credited to a Participant's Accounts shall immediately vest as if the
Participant were entitled to and did retire on the date the Plan terminated.


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Distributions would then commence in accordance with Section 6.3. However, the
forfeiture provisions of Section 6.5 would continue to apply until the actual
date of distribution.


                                   ARTICLE IX

                                     PAYMENT

                  9.1 PAYMENTS UNDER THIS AGREEMENT ARE THE OBLIGATION OF THE
COMPANY. The Company shall be liable for all benefits due the Participants under
the Plan.

                  9.2 PAYMENTS MAY BE MADE TO A RABBI TRUST. Under all
circumstances, the rights of the Participants to the assets held in any rabbi
trust created with respect to the Plan shall be no greater than the rights
expressed in this agreement. Nothing contained in the trust agreement which
creates any such rabbi trust shall constitute a guarantee by any Company that
the amounts transferred by it to the trust shall be sufficient to pay any
benefits under the Plan or would place the Participant in a secured position
ahead of judgment and/or general creditors should the Company become insolvent
or bankrupt. Any trust agreement established with respect to a Plan must
specifically set out these principles so it is clear in the trust agreement that
the Participants are only unsecured general creditors of the Company with
respect to their benefits under the Plan.

                  9.3 PARTICIPANTS MUST RELY ONLY ON GENERAL CREDIT OF THE
COMPANY. The Plan is only a general corporate commitment and each Participant
must rely upon the general credit of the Company for the fulfillment of its
obligations under the Plan. Under all circumstances the rights of Participants
to any asset held by the Company shall be no greater than the rights expressed
in this agreement. Nothing contained in this agreement shall constitute a
guarantee by the Company that the assets of the Company will be sufficient to
pay any benefits under the Plan or would place the Participant in a secured
position ahead of general creditors and judgment creditors of the Company.
Though the Company may establish or become a signatory to a rabbi trust to
accumulate assets to help fulfill its obligations, the Plan and any trust
created, shall not create any lien, claim, encumbrance, right, title or other
interest of any kind in any Participant in any asset held by the Company,
contributed to any trust created, or otherwise be designated to be used for
payment of any of its obligations created in this agreement. No specific assets
of the Company have been or will be set aside, or will be transferred to a trust
or will be pledged for the performance of the Company's obligations under the
Plan which would remove those assets from being subject to the general creditors
and judgment creditors of the Company.

                  9.4 PLAN UNFUNDED. It is intended that the Plan shall be
unfunded for tax purposes and for purposes of Title I of ERISA.


                                    ARTICLE X


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<PAGE>   14

                                  MISCELLANEOUS


                  10.1 LIMITATION OF RIGHTS. Nothing in the Plan will be
construed:

                  (a) to give any employee of any Company any right to be
         designated a Participant in the Plan;

                  (b) to give a Participant any right with respect to the
         Deferral, the Company Discretionary Match accrued or Company
         Discretionary Accrual accrued except in accordance with the terms of
         the Plan;

                  (c) to limit in any way the right of the Company to terminate
         a Participant's employment with the Company at any time;

                  (d) to evidence any agreement or understanding, expressed or
         implied, that the Company will employ a Participant in any particular
         position or for any particular remuneration; or

                  (e) to give a Participant or any other person claiming through
         him any interest or right under the Plan other than that of any
         unsecured general creditor of the Company.

                  10.2 DISTRIBUTIONS TO INCOMPETENTS OR MINORS. Should a
Participant become incompetent or should a Participant designate a Beneficiary
who is a minor or incompetent, the Committee is authorized to pay the amounts
due to the parent of the minor or to the guardian of the minor or incompetent or
directly to the minor or to apply those amounts for the benefit of the minor or
incompetent in any manner the Committee determines in its sole discretion.


                  10.3 NONALIENATION OF BENEFITS. No right or benefit provided
in the Plan shall be transferable by the Participant except, upon his death, to
a named Beneficiary as provided in the Plan. No right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same shall be void. No right or benefit under
the Plan shall in any manner be liable for or subject to any debts, contracts,
liabilities or torts of the person entitled to such benefits. If any Participant
or any Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell,
assign, pledge, encumber or charge any right or benefit under the Plan, that
right or benefit shall, in the discretion of the Committee, cease. In that
event, the Committee may have the Company hold or apply the right or benefit or
any part of it to the benefit of the Participant or Beneficiary, his or her
spouse, children or other dependents or any of them in any manner and in any
proportion the Committee believes to be proper in its sole and absolute
discretion, but is not required to do so.

                  10.4 RELIANCE UPON INFORMATION. The Committee shall not be
liable for any decision or action taken in good faith in connection with the
administration of the Plan. Without


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<PAGE>   15

limiting the generality of the foregoing, any decision or action taken by the
Committee when it relies upon information supplied it by any officer of the
Company, the Company's legal counsel, the Company's independent accountants or
other advisors in connection with the administration of the Plan shall be deemed
to have been taken in good faith.

                  10.5 SEVERABILITY. If any term, provision, covenant or
condition of the Plan is held to be invalid, void or otherwise unenforceable,
the rest of the Plan shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.

                  10.6 NOTICE. Any notice or filing required or permitted to be
given to the Committee or a Participant shall be sufficient if in writing and
hand delivered or sent by U.S. mail to the principal office of the Company or to
the residential mailing address of the Participant. Notice shall be deemed to be
given as of the date of hand delivery or if delivery is by mail, as of the date
shown on the postmark.

                  10.7 GENDER AND NUMBER. If the context requires it, words of
one gender when used in the Plan will include the other genders, and words used
in the singular or plural will include the other.

                  10.8 GOVERNING LAW. The Plan will be construed, administered
and governed in all respects by the laws of the State of Texas.

                  11.9 EFFECTIVE DATE. The Plan will be operative and effective
on the 1st day of January 2001.

                  IN WITNESS WHEREOF, the Company has executed this document on
this 8th day of December, 2000.

                                         VERITAS DGC INC.



                                         By ___________________________________
                                         Title ________________________________



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