<PAGE>   1
                                                                     EXHIBIT 4-F


                                VERITAS DGC INC.
                              RESTRICTED STOCK PLAN
                     (AS AMENDED AND RESTATED MARCH 7, 2000)


                                   SECTION 1.

                           GENERAL PROVISIONS RELATING
                    TO PLAN GOVERNANCE, COVERAGE AND BENEFITS

1.1   PURPOSE

      The purpose of the Plan is to foster and promote the long-term financial
      success of Veritas DGC Inc. (the "Company") and its Subsidiaries and to
      increase stockholder value by: (a) encouraging the commitment of selected
      key Employees, (b) motivating superior performance of such Employees by
      means of long-term performance related incentives, (c) encouraging and
      providing such Employees with a program for obtaining ownership interests
      in the Company which link and align their personal interests to those of
      the Company's stockholder, (d) attracting and retaining key Employees by
      providing competitive incentive compensation opportunities, and (e)
      enabling key Employees to share in the long-term growth and success of the
      Company.

      The Plan provides for the payment of restricted stock incentive
      compensation and it is not intended to be a plan that is subject to the
      Employee Retirement Income Security Act of 1974, as amended (ERISA). The
      Plan shall be interpreted, construed and administered consistent with its
      status as a plan that is not subject to ERISA.

      The Plan shall become effective as of June 9, 1998 (the "Effective Date").
      The Plan shall commence on the Effective Date, and shall remain in effect,
      subject to the right of the Board to amend or terminate the Plan at any
      time pursuant to Section 4.6, until all Shares subject to the Plan have
      been purchased or acquired according to its provisions. However, in no
      event may an Incentive Award be granted under the Plan after the
      expiration of ten (10) years from the Effective Date. The plan was amended
      and restated by the Board on March 7, 2000.

1.2   DEFINITIONS

      Capitalized terms used herein shall have the meanings set forth in
      Schedule A attached.

1.3   PLAN ADMINISTRATION

      (a)   Authority of the Committee. Except as may be limited by law and
            subject to the provisions herein, the Committee shall have full
            power to (i) select Grantees who shall participate in the Plan; (ii)
            determine the sizes, duration and types of Incentive Awards; (iii)
            determine the terms and conditions of Incentive Awards


<PAGE>   2


            and Restricted Stock Agreements; (iv) determine whether any Shares
            subject to Incentive Awards will be subject to any restrictions on
            transfer; (v) construe and interpret the Plan and any Restricted
            Stock Agreement or other agreement entered into under the Plan; and
            (vi) establish, amend, or waive rules for the Plan's administration.
            Further, the Committee shall make all other determinations which may
            be necessary or advisable for the administration of the Plan.

            The Committee may grant an Incentive Award to an individual who it
            expects to become an Employee within the next six months, with such
            Incentive Award being subject to such individual actually becoming
            an Employee within such time period, and subject to such other terms
            and conditions as may be established by the Committee in its
            discretion.

      (b)   Meetings. The Committee shall designate a chairman from among its
            members who shall preside at all of its meetings, and shall
            designate a secretary, without regard to whether that person is a
            member of the Committee, who shall keep the minutes of the
            proceedings and all records, documents, and data pertaining to its
            administration of the Plan. Meetings shall be held at such times and
            places as shall be determined by the Committee and the Committee may
            hold telephonic meetings. The Committee may take any action
            otherwise proper under the Plan by the affirmative vote, taken with
            or without a meeting, of a majority of its members. The Committee
            may authorize any one or more of their members or any officer of the
            Company to execute and deliver documents on behalf of the Committee.

      (c)   Decisions Binding. All determinations and decisions made by the
            Committee shall be made in its discretion pursuant to the provisions
            of the Plan, and shall be final, conclusive and binding on all
            persons including the Company, its shareholders, Employees,
            Grantees, and their estates and beneficiaries. The Committee's
            decisions and determinations with respect to any Incentive Award
            need not be uniform and may be made selectively among Incentive
            Awards and Grantees, whether or not such Incentive Awards are
            similar or such Grantees are similarly situated.

      (d)   Modification of Outstanding Incentive Awards. Subject to any
            required stockholder approval requirements, if applicable, the
            Committee may, in its discretion, provide for the extension of the
            exercisability of an Incentive Award, accelerate the vesting or
            exercisability of an Incentive Award, eliminate or make less
            restrictive any restrictions contained in an Incentive Award, waive
            any restriction or other provisions of an Incentive Award, or
            otherwise amend or modify an Incentive Award in any manner that is
            either (i) not adverse to the Grantee to whom such Incentive Award
            was granted, or (ii) consented to by such Grantee.

      (e)   Delegation of Authority. The Committee may delegate to any
            Authorized Officer certain of its duties under the Plan pursuant to
            such conditions or limitations as


                                       2
<PAGE>   3


            the Committee may establish from time to time, except that the
            Committee may not delegate to any person the authority to (i) grant
            Incentive Awards to any Insider, or (ii) take any action that would
            contravene the requirements of Rule 16b-3 under the Exchange Act or
            the Performance-Based Exception under Section 162(m) of the Code to
            the extent that Rule 16b-3 or the Performance-Based Exemption is
            applicable to the Grantee as determined by the Committee; provided,
            however, any such action if taken by an Authorized Officer may be
            subsequently ratified by the Committee, in its discretion, before
            the Incentive Award becomes vested and, in such event, any Incentive
            Award that is granted to the Insider shall be subject to such
            subsequent ratification by the Committee.

      (f)   Expenses of Committee. The Committee may employ legal counsel,
            including, without limitation, independent legal counsel and counsel
            regularly employed by the Company, and other agents as the Committee
            may deem appropriate for the administration of the Plan. The
            Committee may rely upon any opinion or computation received from any
            such counsel or agent. All expenses incurred by the Committee in
            interpreting and administering the Plan, including, without
            limitation, meeting expenses and professional fees, shall be paid by
            the Company.

      (g)   Surrender of Previous Incentive Awards. The Committee may, in its
            absolute discretion, grant Incentive Awards to Grantees on the
            condition that such Grantees surrender to the Committee for
            cancellation such other Incentive Awards as the Committee directs.
            Incentive Awards granted on the condition precedent of surrender of
            outstanding Incentive Awards shall not count against the limits set
            forth in Section 1.4 until such time as such previous Incentive
            Awards are surrendered and canceled.

      (h)   Indemnification. Each person who is or was a member of the Committee
            shall be indemnified by the Company against and from any damage,
            loss, liability, cost and expense that may be imposed upon or
            reasonably incurred by him in connection with or resulting from any
            claim, action, suit, or proceeding to which he may be a party or in
            which he may be involved by reason of any action taken or failure to
            act under the Plan, except for any such act or omission constituting
            willful misconduct or gross negligence. Such person shall be
            indemnified by the Company for all amounts paid by him in settlement
            thereof, with the Company's approval, or paid by him in satisfaction
            of any judgment in any such action, suit, or proceeding against him,
            provided he shall give the Company an opportunity, at its own
            expense, to handle and defend the same before he undertakes to
            handle and defend it on his own behalf. The foregoing right of
            indemnification shall not be exclusive of any other rights of
            indemnification to which such persons may be entitled under the
            Company's Articles of Incorporation or Bylaws, as a matter of law,
            or otherwise, or any power that the Company may have to indemnify
            them or hold them harmless.


                                       3
<PAGE>   4


1.4   SHARES OF COMMON STOCK AVAILABLE FOR INCENTIVE AWARDS.

      Subject to adjustment under Section 3.5, there shall be available for
      Incentive Awards under the Plan an aggregate of One Hundred Seventy Three
      Thousand Nine Hundred Seventy-Five (173,975) Shares of Common Stock;
      provided, however, that, together with all other plans of the Company not
      exempt under Para. 312.03(a)(1)-(3) of the NYSE Listed Company Manual, in
      no case shall the Plan allow the issuance of more than five percent (5%)
      of the Company's Common Stock outstanding as of June 9, 1998 or as of any
      such later time at which the Plan is amended to increase the number of
      Shares authorized for issuance under the Plan. The number of Shares of
      Common Stock subject to Incentive Awards that are forfeited or terminated,
      or are settled in a manner such that all or some of the Shares covered by
      the Incentive Award are not issued to a Grantee, shall again immediately
      become available for Incentive Awards hereunder. The Committee may from
      time to time adopt and observe such procedures concerning the counting of
      Shares against the Plan maximum as it may deem appropriate.

      If the Committee determines that a particular Incentive Award granted to a
      Covered Employee is not intended to comply with the Performance-Based
      Exception, then, subject to adjustment as provided in Section 3.5, the
      maximum aggregate number of Shares of Common Stock that may be granted or
      that may vest, as applicable, in any calendar year pursuant to any
      Incentive Award held by any individual Covered Employee shall be 50,000
      Shares.

1.5   SHARE POOL ADJUSTMENTS FOR AWARDS AND PAYOUTS.

      A grant of Shares of Restricted Stock shall reduce, on a one Share for one
      Share basis, the number of Shares authorized for issuance under the Share
      Pool.

      The following transactions shall restore, on a one Share for one Share
      basis, the number of Shares authorized for issuance under the Share Pool:

      (a)   A cancellation, termination, expiration, forfeiture, or lapse for
            any reason of any Shares subject to an Incentive Award; and

      (b)   The payment of any purchase price for Shares by the Grantee with
            previously acquired Shares, or by withholding Shares which otherwise
            would be acquired on purchase (i.e., the Share Pool shall be
            increased by the number of Shares turned in or withheld as payment
            of the purchase price, if any, for an Incentive Award).

1.6   COMMON STOCK AVAILABLE.

      The Common Stock available for issuance or transfer under the Plan shall
      be made available from Shares now or hereafter (a) held in the treasury of
      the Company, (b) authorized but unissued Shares or (c) Shares to be
      purchased or acquired by the Company. No fractional Shares shall be issued
      under the Plan; payment for fractional Shares shall be made in cash.


                                       4
<PAGE>   5


1.7   ELIGIBILITY FOR PARTICIPATION.

      In its discretion, the Committee shall from time to time designate those
      Employees to be granted Incentive Awards under the Plan, the number of
      Shares subject to the Incentive Award, and the other terms or conditions
      relating to the Incentive Award as it deems appropriate to the extent not
      inconsistent with the provisions of the Plan. A Grantee who has been
      granted an Incentive Award may, if otherwise eligible, be granted
      additional Incentive Awards at any time.


                                   SECTION 2.

                                RESTRICTED STOCK

2.1   AWARD OF RESTRICTED STOCK

      (a)   Grant. In consideration for Employment by the Grantee, Shares of
            Restricted Stock may be awarded under the Plan by the Committee with
            such restrictions during the Restriction Period as the Committee
            designates in its discretion, any of which restrictions may differ
            with respect to a particular Grantee. Restricted Stock shall be
            awarded for no additional consideration or such additional
            consideration as the Committee may determine, which consideration
            may be less than, equal to or more than the Fair Market Value of the
            Shares of Restricted Stock on the date of grant. The terms and
            conditions of each grant of Restricted Stock shall be evidenced by a
            Restricted Stock Agreement.

      (b)   Immediate Transfer Without Immediate Delivery of Restricted Stock.
            Unless otherwise specified in the Grantee's Restricted Stock
            Agreement, each Restricted Stock Award shall constitute an immediate
            transfer of the record and beneficial ownership of the Shares of
            Restricted Stock to the Grantee in consideration of the performance
            of services as an Employee, entitling such Grantee to all voting and
            other ownership rights in such Shares subject to any restrictions
            thereon.

            As specified in the Restricted Stock Agreement, a Restricted Stock
            Award may limit the Grantee's dividend rights during the Restriction
            Period in which the Shares of Restricted Stock are subject to a
            "substantial risk of forfeiture" (within the meaning given to such
            term under Code Section 83) and restrictions on transfer. In the
            Restricted Stock Agreement, the Committee may apply any restrictions
            to the dividends that the Committee deems appropriate. Without
            limiting the generality of the preceding sentence, if the grant or
            vesting of Shares of Restricted Stock for a Covered Employee is
            designed to comply with the requirements of the Performance-Based
            Exception, the Committee may apply any restrictions that it deems
            appropriate to the payment of dividends declared with respect to
            such Shares of Restricted Stock, such that the dividends and/or the
            Shares of Restricted Stock maintain eligibility for the
            Performance-Based Exception. In the event that any dividend
            constitutes a derivative security or an


                                       5
<PAGE>   6


            equity security pursuant to the rules under Section 16 of the
            Exchange Act, if applicable, such dividend shall be subject to a
            vesting period equal to the remaining vesting period of the Shares
            of Restricted Stock with respect to which the dividend is paid.

            As determined by the Committee, Shares awarded pursuant to a grant
            of Restricted Stock may be issued in the name of the Grantee and
            held, together with a stock power endorsed by the Grantee in blank,
            by the Committee or the Secretary of the Company (or their
            delegates) as a depository for safekeeping until such time as the
            forfeiture restrictions and restrictions on transfer have lapsed.
            All such terms and conditions shall be set forth in the particular
            Grantee's Restricted Stock Agreement. The Company or Committee shall
            issue to the Grantee a receipt evidencing the certificates held by
            it which are registered in the name of the Grantee.

2.2   RESTRICTIONS

      (a)   Forfeiture of Restricted Stock. Restricted Stock awarded to a
            Grantee may be subject to the following restrictions until the
            expiration of the Restriction Period:

            (i)   a restriction that constitutes a "substantial risk of
                  forfeiture" (as defined in Code Section 83), or a restriction
                  on transferability under Code Section 83; and

            (ii)  any other restrictions that the Committee determines are
                  appropriate, including, without limitation, rights of
                  repurchase or first refusal in the Company or provisions
                  subjecting the Restricted Stock to a continuing substantial
                  risk of forfeiture in the hands of any transferee. Any such
                  restrictions shall be set forth in the particular Grantee's
                  Restricted Stock Agreement.

      (b)   Issuance of Certificates. Coincident with or promptly after the
            grant date with respect to Shares of Restricted Stock, the Company
            shall cause to be issued a stock certificate, registered in the name
            of the Grantee to whom such Restricted Stock was granted, evidencing
            such Shares; provided, however, that the Company shall not cause to
            be issued such a stock certificate unless it has received a stock
            power duly endorsed in blank by the Grantee with respect to such
            Shares. Each such stock certificate shall bear the following legend
            or any other legend approved by the Company:

                  THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF
                  STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS,
                  TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS
                  AGAINST TRANSFER) CONTAINED IN THE VERITAS DGC INC. RESTRICTED
                  STOCK PLAN AND A RESTRICTED STOCK AGREEMENT DATED


                                       6
<PAGE>   7


                  _______________, ____ BETWEEN THE REGISTERED OWNER OF SUCH
                  SHARES AND VERITAS DGC INC. RESTRICTIONS ON THE RIGHT TO OWN
                  OR TRANSFER THE SHARES OF STOCK REPRESENTED BY THIS
                  CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO SAID RESTRICTED
                  STOCK AGREEMENT. A COPY OF THE RESTRICTED STOCK AGREEMENT IS
                  ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
                  FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE
                  UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS
                  OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER
                  REQUESTING SUCH COPY.

            Such legend shall not be removed from the certificate evidencing
            such Shares of Restricted Stock until such Shares vest pursuant to
            the terms of the Restricted Stock Agreement.

      (c)   Removal of Restrictions. The Committee, in its discretion, shall
            have the authority to remove any or all of the restrictions on the
            Restricted Stock if it determines that, by reason of a change in
            applicable law or another change in circumstance arising after the
            grant date of the Restricted Stock, such action is appropriate.

2.3   DELIVERY OF SHARES OF COMMON STOCK.

      Subject to withholding taxes under Section 4.3 and to the terms of the
      Restricted Stock Agreement, a stock certificate evidencing the Shares of
      Restricted Stock with respect to which the restrictions in the Restricted
      Stock Agreement have lapsed or otherwise been satisfied shall be delivered
      to the Grantee or other appropriate recipient free of restrictions. Such
      delivery shall be effected for all purposes when the Company shall have
      deposited such certificate in the United States mail, addressed to the
      Grantee or other appropriate recipient.

2.4   SUPPLEMENTAL PAYMENT ON VESTING OF RESTRICTED STOCK.

      The Grantee shall be responsible for the payment of any federal, state or
      other income taxes due in connection with the Grant, whether such taxes
      are due at the time the Incentive Award is granted or otherwise.


                                       7
<PAGE>   8


                                   SECTION 3.

                    PROVISIONS RELATING TO PLAN PARTICIPATION

3.1   PLAN CONDITIONS.

      (a)   Restricted Stock Agreement. Each Grantee to whom an Incentive Award
            is granted shall be required to enter into a Restricted Stock
            Agreement with the Company, in such a form as is provided by the
            Committee. The Restricted Stock Agreement shall contain specific
            terms as determined by the Committee, in its discretion, with
            respect to the Grantee's particular Incentive Award. Such terms need
            not be uniform among all Grantees or any similarly-situated
            Grantees. The Restricted Stock Agreement may include, without
            limitation, vesting, forfeiture and other provisions particular to
            the particular Grantee's Incentive Award, as well as, for example,
            provisions to the effect that the Grantee (i) shall not disclose any
            confidential information acquired during Employment with the
            Company, (ii) shall abide by all the terms and conditions of the
            Plan and such other terms and conditions as may be imposed by the
            Committee, (iii) shall not interfere with the employment or other
            service of any employee, (iv) shall not compete with the Company or
            become involved in a conflict of interest with the interests of the
            Company, (v) shall forfeit an Incentive Award if terminated for
            Cause, (vi) shall not be permitted to make an election under Section
            83(b) of the Code when applicable, and (vii) shall be subject to any
            other agreement between the Grantee and the Company regarding Shares
            that may be acquired under an Incentive Award including, without
            limitation, an agreement restricting the transferability of Shares
            by Grantee. A Restricted Stock Agreement shall include such terms
            and conditions as are determined by the Committee, in its
            discretion, to be appropriate with respect to any individual
            Grantee. The Restricted Stock Agreement shall be signed by the
            Grantee to whom the Incentive Award is made and by an Authorized
            Officer.

      (b)   No Right to Employment. Nothing in the Plan or any instrument
            executed pursuant to the Plan shall create any Employment rights
            (including without limitation, rights to continued Employment) in
            any Grantee or affect the right of the Company to terminate the
            Employment of any Grantee at any time without regard to the
            existence of the Plan.

      (c)   Securities Requirements. The Company shall be under no obligation to
            effect the registration pursuant to the Securities Act of 1933 of
            any Shares of Common Stock to be issued hereunder or to effect
            similar compliance under any state laws. Notwithstanding anything
            herein to the contrary, the Company shall not be obligated to cause
            to be issued or delivered any certificates evidencing Shares
            pursuant to the Plan unless and until the Company is advised by its
            legal counsel that the issuance and delivery of such certificates is
            in compliance with all applicable laws, regulations of governmental
            authorities, and the requirements of any securities exchange on
            which Shares are traded. The Committee may require, as a condition
            of the issuance and delivery of certificates evidencing Shares


                                       8
<PAGE>   9


            pursuant to the terms hereof, that the recipient of such Shares make
            such covenants, agreements and representations, and that such
            certificates bear such legends, as the Committee, in its discretion,
            deems to be necessary or desirable.

      (d)   Officer and Director Issuance Limitations. No single officer or
            Director may acquire under the Plan more than one percent (1%) of
            the Shares of the Company's Common Stock outstanding as of June 9,
            1998 or as of any such later time at which the Plan is amended to
            increase the number of Shares authorized for issuance.

3.2   TRANSFERABILITY.

      (a)   Non-Transferable Awards. No Incentive Award and no right under the
            Plan, contingent or otherwise, will be (i) assignable, saleable, or
            otherwise transferable by a Grantee except by will or by the laws of
            descent and distribution, or (ii) subject to any encumbrance,
            pledge, lien, assignment or charge of any nature.

            No transfer by will or by the laws of descent and distribution shall
            be effective to bind the Company unless the Committee has been
            furnished with a copy of the deceased Grantee's enforceable will or
            such other evidence as the Committee deems necessary to establish
            the validity of the transfer. Any attempted transfer in violation of
            this Section 3.2(a) shall be void and ineffective.

      (b)   Ability to Exercise Rights. Subject to a valid beneficiary
            designation pursuant to Section 4.5, only the Grantee (or his legal
            guardian in the event of Grantee's Disability), or in the event of
            his death, his estate, may assume any rights of the Grantee
            hereunder.

3.3   RIGHTS AS A STOCKHOLDER.

      (a)   Stockholder Rights. Except as otherwise provided in his Restricted
            Stock Agreement for the grant of Restricted Stock, the Grantee (or a
            permitted transferee of such Grantee) shall have voting and other
            rights as a stockholder with respect to such Shares of Restricted
            Stock prior to the lapse of any restrictions thereon.

      (b)   Representation of Ownership. In the case of the exercise of an
            Incentive Award by a person or estate acquiring the right to
            exercise such Incentive Award by reason of the death or Disability
            of a Grantee, the Committee may require evidence as to the ownership
            of such Incentive Award, or the authority of such person, and may
            require such consents and releases of taxing authorities as the
            Committee deems advisable.


                                       9
<PAGE>   10


3.4   LISTING AND REGISTRATION OF SHARES OF COMMON STOCK.

      The exercise of any Incentive Award granted hereunder shall only be
      effective at such time as legal counsel to the Company shall have
      determined that the issuance and delivery of Shares of Common Stock
      pursuant to such exercise is in compliance with all applicable laws,
      regulations of governmental authorities and the requirements of any
      securities exchange on which Shares are traded. The Committee may, in its
      discretion, defer the effectiveness of any exercise of an Incentive Award
      in order to allow the issuance of Shares to be made pursuant to
      registration or an exemption from registration or other methods for
      compliance available under federal or state securities laws. The Committee
      shall inform the Grantee in writing of its decision to defer the
      effectiveness of the exercise of an Incentive Award. During the period
      that the effectiveness of an Incentive Award has been deferred, the
      Grantee may, by written notice to the Committee, withdraw such exercise
      and obtain the refund of any amount paid with respect thereto.

3.5   CHANGE IN STOCK AND ADJUSTMENTS.

      (a)   Changes in Law or Circumstances. Subject to Section 3.7 (which only
            applies in the event of a Change in Control), in the event of any
            change in applicable laws or any change in circumstances which
            results in or would result in any dilution of the rights granted
            under the Plan, or which otherwise warrants equitable adjustment
            because it interferes with the intended operation of the Plan, then,
            if the Committee should determine, in its absolute discretion, that
            such change equitably requires an adjustment in the number or kind
            of shares of stock or other securities or property theretofore
            subject, or which may become subject, to issuance or transfer under
            the Plan or in the terms and conditions of outstanding Incentive
            Awards, such adjustment shall be made in accordance with such
            determination. Such adjustments may include changes with respect to
            (i) the aggregate number of Shares that may be issued under the
            Plan, (ii) the number of Shares subject to Incentive Awards, and
            (iii) the price per Share for outstanding Incentive Awards.

      (b)   Exercise of Corporate Powers. The existence of the Plan or
            outstanding Incentive Awards hereunder shall not affect in any way
            the right or power of the Company or its stockholders to make or
            authorize any or all adjustments, recapitalization, reorganization
            or other changes in the Company's capital structure or its business
            or any merger or consolidation of the Company, or any issue of
            bonds, debentures, preferred or prior preference stocks ahead of or
            affecting the Common Stock or the rights thereof, or the dissolution
            or liquidation of the Company, or any sale or transfer of all or any
            part of its assets or business, or any other corporate act or
            proceeding whether of a similar character or otherwise.

      (c)   Recapitalization of the Company. Subject to Section 3.7, if while
            there are Incentive Awards outstanding, the Company shall effect any
            subdivision or consolidation of Shares of Common Stock or other
            capital readjustment, the payment of a stock dividend, stock split,
            combination of Shares, recapitalization or other increase or
            reduction in the number of Shares outstanding, without receiving
            compensation therefor in money, services or property, then the
            number


                                       10
<PAGE>   11


            of Shares available under the Plan and the number of Incentive
            Awards which may thereafter be exercised shall (i) in the event of
            an increase in the number of Shares outstanding, be proportionately
            increased and the price per share of the Incentive Awards awarded
            shall be proportionately reduced; and (ii) in the event of a
            reduction in the number of Shares outstanding, be proportionately
            reduced, and the price per share of the Incentive Awards awarded
            shall be proportionately increased. The Committee shall take such
            action and whatever other action it deems appropriate, in its
            discretion, so that the value of each outstanding Incentive Award to
            the Grantee shall not be adversely affected by a corporate event
            described in this subsection (c).

      (d)   Reorganization of the Company. Subject to Section 3.7, if the
            Company is reorganized, merged or consolidated, or is a party to a
            plan of exchange with another corporation, pursuant to which
            reorganization, merger, consolidation or exchange, stockholders of
            the Company receive any Shares of Common Stock or other securities
            or property, or if the Company should distribute securities of
            another corporation to its stockholders, each Grantee shall be
            entitled to receive, in lieu of the number of Restricted Stock
            shares, with a corresponding adjustment to the price per Share of
            said Incentive Awards, to which he would have been entitled if,
            immediately prior to such corporate action, such Grantee had been
            the holder of record of a number of Shares equal to the number of
            the outstanding Incentive Awards payable in Shares that were
            previously awarded to him. For this purpose, Shares of Restricted
            Stock shall be treated the same as unrestricted outstanding Shares
            of Common Stock. In this regard, the Committee shall take whatever
            other action it deems appropriate to preserve the rights of Grantees
            holding outstanding Incentive Awards.

      (e)   Issue of Common Stock by the Company. Except as hereinabove
            expressly provided in this Section 3.5 and subject to Section 3.7,
            the issue by the Company of shares of stock of any class, or
            securities convertible into shares of stock of any class, for cash
            or property, or for labor or services, either upon direct sale or
            upon the exercise of rights or warrants to subscribe therefor, or
            upon any conversion of shares or obligations of the Company
            convertible into such shares or other securities, shall not affect,
            and no adjustment by reason thereof shall be made with respect to,
            the number of, or price per Share of, any Incentive Awards then
            outstanding under previously granted Incentive Awards; provided,
            however, in such event, outstanding Shares of Restricted Stock shall
            be treated the same as outstanding unrestricted Shares of Common
            Stock.

      (f)   Acquisition of the Company. Subject to Section 3.7, in the case of
            any sale of assets, merger, consolidation or combination of the
            Company with or into another corporation other than a transaction in
            which the Company is the continuing or surviving corporation and
            which does not result in the outstanding Shares being converted into
            or exchanged for different securities, cash or other property, or
            any combination thereof (an "Acquisition"), in the absolute
            discretion of the Committee, any Grantee who holds an outstanding
            Incentive Award shall have the


                                       11
<PAGE>   12


            right (subject to any limitation applicable to the Incentive Award)
            thereafter and during the term of the Incentive Award, to receive
            upon exercise thereof the Acquisition Consideration (as defined
            below) receivable upon the Acquisition by a holder of the number of
            Shares which would have been obtained upon exercise of the Incentive
            Award immediately prior to the Acquisition. The term "Acquisition
            Consideration" shall mean the kind and amount of shares of the
            surviving or new corporation, cash, securities, evidence of
            indebtedness, other property or any combination thereof receivable
            in respect of one Share upon consummation of an Acquisition. The
            Committee, in its discretion, shall have the authority to take
            whatever action it deems appropriate to effectuate the provisions of
            this subsection (f).

      (g)   Assumption under the Plan of Other Restricted Stock Awards. The
            Committee, in its absolute discretion, may authorize the assumption
            and continuation under the Plan of outstanding stock-based incentive
            awards that were granted under a plan or agreement that is or was
            maintained by a corporation or other entity that was merged into,
            consolidated with, or whose stock or assets were acquired by, the
            Company as the surviving corporation. Any such action shall be upon
            such terms and conditions as the Committee, in its discretion, may
            deem appropriate, including provisions to preserve the holder's
            rights under the previously granted stock-based restricted stock
            award. Any such assumption and continuation of any such previously
            granted and unexercised restricted stock award shall be treated as
            an outstanding Incentive Award under the Plan and shall thus count
            against the number of Shares reserved for issuance pursuant to
            Section 1.4.

      (h)   Assumption of Incentive Awards by a Successor. In the event of a
            dissolution or liquidation of the Company, a sale of all or
            substantially all of the Company's assets, a merger or consolidation
            involving the Company in which the Company is not the surviving
            corporation, or a merger or consolidation involving the Company in
            which the Company is the surviving corporation but the holders of
            Shares of Common Stock receive securities of another corporation
            and/or other property, including cash, the Committee shall, in its
            absolute discretion, have the right and power to:

            (i)   cancel, effective immediately prior to the occurrence of such
                  corporate event, each outstanding Incentive Award (whether or
                  not then exercisable), and, in full consideration of such
                  cancellation, pay to the Grantee to whom such Incentive Award
                  was granted an amount in cash equal to the excess of (A) the
                  value, as determined by the Committee, of the property
                  (including cash) received by the holder of a Share of Common
                  Stock as a result of such event over (B) the Grantee's
                  purchase price, if any, under such Incentive Award; or

            (ii)  provide for the exchange of each Incentive Award outstanding
                  immediately prior to such corporate event (whether or not then
                  exercisable) for another award on some or all of the property
                  for which


                                       12
<PAGE>   13


                  such Incentive Award is exchanged and, incident thereto, make
                  an equitable adjustment as determined by the Committee, in its
                  discretion, in the purchase price of the Incentive Award, or
                  the number of Shares or amount of cash subject to the
                  Incentive Award or, if deemed appropriate, provide for a cash
                  payment to the Grantee in consideration for the exchange of
                  his Incentive Award.

            The Committee, in its discretion, shall have the authority to take
            whatever action it deems appropriate to effectuate the provisions of
            this subsection (h).

3.6   TERMINATION OF EMPLOYMENT, DEATH AND DISABILITY.

      (a)   Termination of Employment. Unless otherwise expressly provided in
            his Restricted Stock Agreement, if the Grantee's Employment is
            terminated for Retirement or any other reason except due to his
            death or Disability, any non-vested portion of his outstanding
            Incentive Award at the time of such termination shall automatically
            expire and terminate and no further vesting shall occur.

      (b)   Disability or Death. Unless otherwise expressly provided in his
            Restricted Stock Agreement, upon termination of Employment as a
            result of the Grantee's Disability or death, any non-vested portion
            of his Incentive Award shall become 100% vested upon termination of
            Employment due to Disability or death.

      (c)   Continuation of Incentive Award. Subject to applicable law, in the
            event that a Grantee ceases to be an Employee, for whatever reason,
            the Committee and Grantee may mutually agree with respect to any
            outstanding Incentive Award then held by the Grantee (i) for an
            acceleration or other adjustment in any vesting schedule applicable
            to the Incentive Award, or (ii) to any other change in the terms and
            conditions of the Incentive Award. In the event of any such change
            to an outstanding Incentive Award, a written amendment to the
            Grantee's Restricted Stock Agreement shall be required.

3.7   CHANGE IN CONTROL.

      Notwithstanding any contrary provision in the Plan, in the event of a
      Change in Control (as defined below), the following actions shall
      automatically occur as of the day immediately preceding the Change in
      Control date unless otherwise expressly provided in the Grantee's
      Restricted Stock Agreement:

      (a)   all of the restrictions and conditions of any Incentive Award then
            outstanding shall be deemed satisfied, and the Restriction Period
            with respect thereto shall be deemed to have lapsed and expired; and

      (b)   all Restricted Stock shall be 100% vested and deemed earned in full.

      Notwithstanding any other provision of this Plan, unless expressly
      provided otherwise in the Grantee's Restricted Stock Agreement, the
      provisions of this Section 3.7 may not be


                                       13
<PAGE>   14


      terminated, amended, or modified to adversely affect any Incentive Award
      theretofore granted under the Plan without the prior written consent of
      the Grantee with respect to his outstanding Incentive Award subject,
      however, to the last paragraph of this Section 3.7.

      For all purposes of the Plan, a "Change in Control" of the Company shall
      mean:

      (a)   The acquisition by an individual, entity or group (within the
            meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
            "Person") of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of fifty percent (50%) or more
            of the total voting power of all the Company's then outstanding
            securities entitled to vote generally in the election of Directors
            to the Board; provided, however, that for purposes of this
            subsection (a), the following acquisitions shall not constitute a
            Change in Control: (i) any acquisition by the Company or its Parent
            or Subsidiaries, (ii) any acquisition by any employee benefit plan
            (or related trust) sponsored or maintained by the Company or its
            Parent or Subsidiaries, or (iii) any acquisition consummated with
            the prior approval of the Board; or

      (b)   During the period of two consecutive calendar years, individuals who
            at the beginning of such period constitute the Board, and any new
            Directors whose election by the Board or nomination for election by
            the Company's shareholders was approved by a vote of at least
            two-thirds of the Directors then still in office, who either were
            Directors at the beginning of the two-year period or whose election
            or nomination for election was previously so approved, cease for any
            reason to constitute a majority of the Board; or

      (c)   The Company becomes a party to a merger, plan of reorganization,
            consolidation or share exchange in which either (i) the Company will
            not be the surviving corporation or (ii) the Company will be the
            surviving corporation and any outstanding Shares of the Company's
            Common Stock will be converted into shares of any other company
            (other than a reincorporation or the establishment of a holding
            company involving no change of ownership of the Company) or other
            securities, cash or other property (excluding payments made solely
            for fractional Shares; or

      (d)   The shareholders of the Company approve a merger, plan of
            reorganization, consolidation or share exchange with any other
            corporation, and immediately following such merger, plan of
            reorganization, consolidation or share exchange the holders of the
            voting securities of the Company outstanding immediately prior
            thereto hold securities representing fifty percent (50%) or less of
            the combined voting power of the voting securities of the Company or
            such surviving entity outstanding immediately after such merger,
            plan of reorganization, consolidation or share exchange; provided,
            however, that notwithstanding the foregoing, no Change in Control
            shall be deemed to have occurred if one-half (1/2) or more of the
            members of the Board of the Company or such surviving entity
            immediately after such merger, plan of reorganization, consolidation
            or share exchange is comprised of persons who served as Directors of
            the Company immediately prior


                                       14
<PAGE>   15


            to such merger, plan of reorganization, consolidation or share
            exchange or who are otherwise designees of the Company; or

      (e)   Upon approval by the Company's shareholders of a complete
            liquidation and dissolution of the Company or the sale or other
            disposition of all or substantially all of the assets of the Company
            other than to a Parent or Subsidiary; or

      (f)   Any other event that a majority of the Board, in its sole
            discretion, shall determine constitutes a Change in Control.

      Notwithstanding the occurrence of any of the foregoing events of this
      Section 3.7 which would otherwise result in a Change in Control, the Board
      may determine in its complete discretion, if it deems it to be in the best
      interest of the Company, that an event or events otherwise constituting a
      Change in Control shall not be considered a Change in Control. Such
      determination shall be effective only if it is made by the Board prior to
      the occurrence of an event that otherwise would be a Change in Control, or
      after such event if made by the Board a majority of which is composed of
      Directors who were members of the Board immediately prior to the event
      that otherwise would be a Change in Control.

3.8   EXCHANGE OF INCENTIVE AWARDS.

      The Committee may, in its discretion, permit any Grantee to surrender
      outstanding Incentive Awards in order to exercise or realize his rights
      under other Incentive Awards or in exchange for the grant of new Incentive
      Awards, or require holders of Incentive Awards to surrender outstanding
      Incentive Awards (or comparable rights under other plans or arrangements)
      as a condition precedent to the grant of new Incentive Awards.

3.9   FINANCING.

      The Company may extend and maintain, or arrange for and guarantee, the
      extension and maintenance of financing to any Grantee to purchase Shares
      pursuant to exercise of an Incentive Award upon such terms as are approved
      by the Committee in its discretion.


                                   SECTION 4.

                                     GENERAL

4.1   EFFECTIVE DATE AND GRANT PERIOD.

      This Plan is adopted by the Board effective as of the Effective Date.
      Unless sooner terminated by the Board, no Incentive Award shall be granted
      under the Plan after ten (10) years from the Effective Date.


                                       15
<PAGE>   16


4.2   FUNDING AND LIABILITY OF COMPANY.

      No provision of the Plan shall require the Company, for the purpose of
      satisfying any obligations under the Plan, to purchase assets or place any
      assets in a trust or other entity to which contributions are made, or
      otherwise to segregate any assets. In addition, the Company shall not be
      required to maintain separate bank accounts, books, records or other
      evidence of the existence of a segregated or separately maintained or
      administered fund for purposes of the Plan. The Company shall not be
      required to segregate any assets that may at any time be represented by
      cash, Common Stock or rights thereto. The Plan shall not be construed as
      providing for such segregation, nor shall the Company, the Board or the
      Committee be deemed to be a trustee of any cash, Common Stock or rights
      thereto. Any liability or obligation of the Company to any Grantee with
      respect to an Incentive Award shall be based solely upon any contractual
      obligations that may be created by this Plan and any Restricted Stock
      Agreement, and no such liability or obligation of the Company shall be
      deemed to be secured by any pledge or other encumbrance on any property of
      the Company. Neither the Company, the Board nor the Committee shall be
      required to give any security or bond for the performance of any
      obligation that may be created by the Plan.

4.3   WITHHOLDING TAXES.

      (a)   Tax Withholding. The Company shall have the power and the right to
            deduct or withhold, or require a Grantee to remit to the Company, an
            amount sufficient to satisfy federal, state, and local taxes,
            domestic or foreign, required by law or regulation to be withheld
            with respect to any taxable event arising as a result of an
            Incentive Award.

      (b)   Share Withholding. With respect to tax withholding required upon the
            lapse of restrictions on Shares of Restricted Stock, or upon any
            other taxable event arising as a result of any Incentive Awards,
            Grantees may elect, subject to the approval of the Committee in its
            discretion, to satisfy the withholding requirement, in whole or in
            part, by having the Company withhold Shares having a Fair Market
            Value on the date the tax is to be determined equal to the minimum
            statutory total tax which could be imposed on the transaction. All
            such elections shall be made in writing, signed by the Grantee, and
            shall be subject to any restrictions or limitations that the
            Committee, in its discretion, deems appropriate.

      (c)   Loans. The Committee, in its discretion, may provide for loans, on
            either a short term or demand basis, from the Company to a Grantee
            to permit the payment of taxes required by law.

4.4   NO GUARANTEE OF TAX CONSEQUENCES.

      Neither the Company nor the Committee makes any commitment or guarantee
      that any federal, state or local tax treatment will apply or be available
      to any person participating or eligible to participate hereunder.


                                       16
<PAGE>   17


4.5   DESIGNATION OF BENEFICIARY BY PARTICIPANT.

      Each Grantee may, from time to time, name any beneficiary or beneficiaries
      (who may be named contingently or successively) to whom any benefit under
      any Incentive Award is to be paid in case of his death before he receives
      any or all of such benefit. Each such designation shall revoke all prior
      designations by the same Grantee, shall be in a form prescribed by the
      Committee, and will be effective only when filed by the Grantee in writing
      with the Committee during the Grantee's lifetime.

      A Grantee may, from time to time, revoke or change his beneficiary
      designation by filing a new designation form with the Committee (or its
      delegate). The last valid designation received shall be controlling;
      provided, however, that no beneficiary designation, or change or
      revocation thereof, shall be effective unless received prior to the
      Grantee's death and in no event shall it be effective as of a date prior
      to its receipt. Notwithstanding any contrary provision of this Section
      4.5, no beneficiary designation made by a married Grantee, other than one
      under which the surviving lawful spouse of such Grantee is designated as
      the sole beneficiary, shall be valid and effective without the written
      consent of such spouse.

      If no valid and effective beneficiary designation exists at the time of
      the Grantee's death, or if no designated beneficiary survives the Grantee,
      or if such designation conflicts with applicable law, the payment of the
      Grantee's Incentive Award, if earned and payable hereunder, shall be made
      to the Grantee's surviving lawful spouse, if any, or if there is no such
      surviving spouse, to the executor or administrator of his estate. If the
      Committee is in doubt as to the right of any person to receive such
      amount, the Committee may direct that the amount be paid into any court of
      competent jurisdiction in an interpleader action, and such payment shall
      be a full and complete discharge of any liability or obligation of the
      Plan, Company, Committee or Board therefor.

4.6   AMENDMENT AND TERMINATION.

      The Board shall have the plenary power and authority to terminate or amend
      the Plan at any time. No termination, amendment, or modification of the
      Plan shall adversely affect in any material way any outstanding Incentive
      Award previously granted to a Grantee under the Plan, without the written
      consent of such Grantee or other designated holder of such Incentive
      Award.

      To the extent that the Committee determines that (a) the listing for
      qualification requirements of any national securities exchange or
      quotation system on which the Company's Common Stock is then listed or
      quoted, if applicable, (b) Rule 16b-3 under the Exchange Act or other
      requirements of applicable securities laws, regulations or rules, or (c)
      the Code (or regulations promulgated thereunder), require stockholder
      approval in order to maintain compliance with such listing or securities
      requirements or to maintain any favorable tax advantages or
      qualifications, then the Plan shall not be amended in such respect without
      approval of the Company's stockholders.


                                       17
<PAGE>   18


4.7   REQUIREMENTS OF LAW.

      The granting of Incentive Awards and the issuance of Shares under the Plan
      shall be subject to all applicable laws, rules, and regulations, and to
      such approvals by any governmental agencies or national securities
      exchanges as may be required. Certificates evidencing Shares of Common
      Stock delivered under this Plan (to the extent that such Shares are so
      evidenced) may be subject to such stop transfer orders and other
      restrictions as the Committee may deem advisable under the rules and
      regulations of the Securities and Exchange Commission, any securities
      exchange or transaction reporting system upon which the Common Stock is
      then listed or to which it is admitted for quotation, and any applicable
      federal or state securities law. The Committee may cause a legend or
      legends to be placed upon such certificates to make appropriate reference
      to such restrictions.

4.8   RULE 16b-3 SECURITIES LAW COMPLIANCE.

      With respect to Insiders, to the extent applicable, as determined by the
      Committee, transactions under the Plan are intended to comply with all
      applicable conditions of Rule 16b-3 under the Exchange Act. Any
      ambiguities or inconsistencies in the construction of an Incentive Award
      or the Plan shall be interpreted to give effect to such intention.
      However, to the extent any provision of the Plan or action by the
      Committee fails to so comply, it shall be deemed null and void to the
      extent permitted by law and deemed advisable by the Committee in its
      discretion.

4.9   NYSE SHAREHOLDER APPROVAL COMPLIANCE.

      With respect to the Shares available for issuance under the Plan,
      transactions under the Plan are intended to comply with all applicable
      conditions of Para. 312.03(a)(4) in the NYSE Listed Company Manual
      exempting the Plan from shareholder approval. Those conditions are
      specifically set forth in Section 1.4 and Section 3.1(d) of the Plan. Any
      ambiguities or inconsistencies in the construction of an Incentive Award
      or the Plan shall be interpreted to give effect to such intention.
      However, to the extent any provision of the Plan or action by the
      Committee fails to so comply, it shall be deemed null and void to the
      extent permitted by law and deemed advisable by the Committee in its
      discretion.

4.10  SUCCESSORS.

      All obligations of the Company under the Plan with respect to Incentive
      Awards granted hereunder shall be binding on any successor to the Company,
      whether the existence of such successor is the result of a direct or
      indirect purchase, merger, consolidation, or otherwise, of all or
      substantially all of the business and/or assets of the Company.

4.11  MISCELLANEOUS PROVISIONS.

      (a)   No Employee shall have any claim or right to be granted an Incentive
            Award under the Plan. Neither the Plan, nor any action taken
            hereunder, shall be construed as giving any Employee any right to be
            retained in Employment.


                                       18
<PAGE>   19


      (b)   No Shares of Common Stock shall be issued hereunder unless counsel
            for the Company is then satisfied that such issuance will be in
            compliance with federal and state securities laws.

      (c)   The expenses of the Plan shall be borne by the Company.

      (d)   By accepting any Incentive Award, each Grantee and each person
            claiming by or through him shall be deemed to have indicated his
            acceptance of the Plan.

4.12  SEVERABILITY.

      In the event that any provision of this Plan shall be held illegal,
      invalid or unenforceable for any reason, such provision shall be fully
      severable, but shall not affect the remaining provisions of the Plan, and
      the Plan shall be construed and enforced as if the illegal, invalid, or
      unenforceable provision was not included herein.

4.13  GENDER, TENSE AND HEADINGS.

      Whenever the context so requires, words of the masculine gender used
      herein shall include the feminine and neuter, and words used in the
      singular shall include the plural. Section headings as used herein are
      inserted solely for convenience and reference and constitute no part of
      the interpretation or construction of the Plan.

4.14  GOVERNING LAW.

      The Plan shall be interpreted, construed and constructed in accordance
      with the laws of the State of Texas without regard to its conflicts of law
      provisions, except as may be superseded by applicable laws of the United
      States.

IN WITNESS WHEREOF, Veritas DGC Inc. has caused this Plan to be duly executed in
its name and on its behalf by its duly authorized officer.


                                      VERITAS DGC INC.



                                      By:
                                         ---------------------------------------
                                           Anthony Tripodo
                                           Executive Vice President,
                                           Treasurer and Chief Financial Officer


                                       19