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                                                                     EXHIBIT 4-G


                                VERITAS DGC INC.
                         KEY CONTRIBUTOR INCENTIVE PLAN
                   (AS AMENDED AND RESTATED DECEMBER 9, 1998)


A.    PLAN OBJECTIVES

The overall objective of the Key Contributor Incentive Plan (herein after
referred to as the "Plan") is to provide short-term rewards paid as incentives
to designated Key Contributors. Key Contributors are those individuals who have
the responsibility of leading a diverse or complex team or function. The work
produced from that team or function significantly impacts the operations of the
Company up to and including bottom line results. Within the overall objectives,
the following are the specific goals of the Plan:

o     Reward Key Contributors for achieving Veritas DGC Inc.'s business
      strategies in the area of net income before taxes (NIBT)

o     Focus participants on key business goals that they can directly impact

o     Create payout opportunities that balance the appropriate return to the
      Company with reward to the participants

B.    ELIGIBILITY

Eligibility for participation in the Plan is recommended by managers and
approved by the respective division executive. Plan participants must meet the
following eligibility criteria:

o     A minimum annual base salary of $50,000

o     Job responsibilities that have a major impact on the accomplishment of
      Veritas DGC Inc.'s business strategies

o     Regular full-time employment with Veritas DGC Inc.

Variations from the guidelines may be made for individuals as recommended by
Corporate or Division executives and approved by the CEO.

C.    PLAN YEAR

The Plan year for the Key Contributor Incentive Plan coincides with the Veritas
DGC Inc. fiscal year: August 1 through July 31.



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D.    PERFORMANCE MEASURES AND PAYOUT TARGETS

PERFORMANCE MEASURES AND WEIGHTS

Seventy-five percent (75%) of the payment will be based upon attainment of net
income before taxes (hereinafter referred to as "NIBT"). NIBT is based on the
profit plan for VDGC Consolidated and for each division as approved by Veritas
DGC Inc.'s Board of Directors.

Twenty-five percent (25%) of the award will be based on equally weighted
strategic individual objectives as determined by the participant's immediate
supervisor. These individual objectives are to be in addition to the
participant's day-to-day responsibilities and shall present a challenge to the
participant.

The following incentive weights apply for both Corporate and Division
participants:

<TABLE>
<CAPTION>
             -----------------------------------------------------------------
                                  VDGC
                              CONSOLIDATED       DIVISION         INDIVIDUAL
                                  NIBT             NIBT           OBJECTIVES
                              ------------       --------         ----------
             <S>                   <C>                <C>              <C>
             Corporate             75%                                25%
             Division              25%             50%                25%
             -----------------------------------------------------------------
</TABLE>

The impact level of the participant's position determines incentive target
payout percentage as follows:

<TABLE>
<CAPTION>
             -----------------------------------------------------------------
                                                         IMPACT         TARGET
             BASE SALARY (IN THOUSANDS)                   LEVEL         PAYOUT*
             --------------------------                  -------        -------
             <S>                                         <C>            <C>
             CEO                                            -             50%
             $150+ (Corporate  leadership and Division      A             40%
             Sr. Executive Mgt. Only)
             $100+                                          B             30%
             $75-$99                                        C             20%
             $50-$74                                        D             10%
             -----------------------------------------------------------------
</TABLE>

*Target payout is the percentage of base salary that the Plan intends to pay to
the participant assuming that the profit and strategic individual objectives are
met for the corporation and his/her division.

E.    AWARD CALCULATION

The actual incentive award calculation will be comprised of the following
components:



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o     FINANCIAL RESULTS: Incentive payouts will increase or decrease from target
      as dictated by NIBT results without minimum or cap.

o     INDIVIDUAL OBJECTIVES: This portion of the incentive award will be
      increased or decreased from target as determined by financial results.

NOTE: If the annual NIBT plan as submitted to and approved by the Board (either
Veritas DGC Inc. or a division plan) generates an NIBT plan of $0 or less, the
following then applies:

         a) If planned negative NIBT is attained, a maximum of target incentive
will be earned.

EMPLOYMENT STATUS

Participants must be actively employed on the dates that the award payments are
made; otherwise the award is forfeited. In addition, if the participant leaves
before the award payment date, all moneys previously paid will be retained by
the participant; however, no additional bonuses will be calculated or paid. The
CEO must approve any exceptions to this rule.

F.    METHOD OF PAYMENT

Incentive awards will be paid in cash unless otherwise recommended by the
Compensation Committee of the Board of Directors.

STOCK IN LIEU OF INCENTIVE AWARD

Prior to payment of the year-end incentive, the Compensation Committee may offer
to some or all participants in the Plan the opportunity to receive all or a
portion of their year-end incentive award in shares of Veritas DGC common stock.
Participants who elect to receive all or a specified portion of the year-end
incentive award in Common Stock rather than cash will receive their shares on a
date following the year-end incentive payment. Numbers of shares will be
calculated as follows:

     -------------------------------------------------------------------------

          Portion of incentive used to purchase stock ($)       =  # of shares
     ----------------------------------------------------------
                  Fair market value per share ($)

     -------------------------------------------------------------------------

For the purposes of this Plan, "fair market value" is the closing price for the
Common Stock on the New York Stock Exchange on the date of year-end incentive
payment.

Only treasury shares will be used for the payment of annual incentive
distributions in Common Stock. If the number of shares of treasury shares
necessary to fund the requests of electing Participants in any year exceeds the
number of shares then available, all stock awards will be pro-rated to the
extent necessary, and the balance of year end incentive distributions will be
made in cash.



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G.    AWARD FREQUENCY

Incentive awards will be made semi-annually. The mid-year award will be based
solely on the achievement of the applicable NIBT plan. The award at the end of
the fiscal year will be based on both achievement of applicable NIBT plan and
the attainment of individual objectives.

H.    PLAN ADMINISTRATION

The Plan is administered by the CEO and Corporate Vice President of Human
Resources in accordance with the Key Contributor Incentive Plan Administration
Document.

Any exceptions to the Plan must be approved by the Board of Directors and/or the
Compensation Committee of the Board of Directors of Veritas DGC Inc. At any
time, the Board of Directors (and/or the Compensation Committee of the Board of
Directors) may, in its discretion, adjust, amend or terminate the plan.

This Plan is a voluntary incentive program and continuance of the Plan is not
assumed as an obligation of Veritas DGC Inc. Veritas DGC Inc. reserves the right
to terminate the Plan or to amend the Plan at any time and in any respect.
Participation in this Plan shall not impose upon the Company any obligation
whatsoever to employ or to continue to employ any Plan participant, and the
right of the Company to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of the fact that the
employee is a Plan participant.



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