EXHIBIT 4.4


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SHARE SUBSCRIPTION OPTION PLAN
------------------------------
Adopted during Management Board meeting of March 24, 2003
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                             STOCK OPTIONS PLAN RULE

                                   MARCH 2003



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                       VE Options Plan Rules - March 2003

                                  Introduction

         Plan for purchase of (or subscription for) shares - definition

A plan for purchase of (or subscription for) shares shall be a scheme whereby a
company grants to employees and/or officers of a parent company and/or companies
affiliated thereto, the option to purchase (or to subscribe for) existing or new
shares, for a certain period, at a price that is determined at the time of grant
and that remains fixed for the whole of that period (except for adjustments
described below).

The persons concerned thus participate in VE's achievements through the increase
in the value of the security on the stock market even before becoming
shareholders.

Furthermore, the financial benefit derived from the exercise of the option right
and from the subsequent disposal of the shares is dealt with under tax rules
that are specific to such options and that are also dependant upon the
beneficiary's tax residence status.

I.   Features of options and terms of grant

     Number of shares subject to options
     -----------------------------------

     Pursuant to the authority of the General Meeting of the shareholders held
     on 24 April 2002; the Executive Board of VE shall fix, for each
     beneficiary, the number of options granted. This number shall be notified
     to the beneficiaries by letter. As the options are irrevocable, the number
     and the price shall not be altered during the term of the options, except
     in the case of adjustments referred to below (cf. page 3). A grant of
     further options may arise only from a further resolution of the Executive
     Board.

     Features of options
     -------------------

     Except on death, options shall be unassignable and shall not be subject to
     attachement.

     The exercise of options shall be voluntary as far as the beneficiary is
     concerned.

     For US beneficiaries, options granted shall give entitlement to American
     depository Shares (ADSs).

     Such options shall be treated as "NSOs" (non-statutory stock options)
     unless the letter of grant specifies that the options shall be "ISOs"
     (incentive stock options).

     Term of options and time-limit for exercise
     -------------------------------------------

     Options shall be granted irrevocably for a term of 8 years.

     The Executive Board, or its Chairman by delegation, shall fix the terms for
     the acquisition and exercise of options. Any option unexercised at the end
     of the 8-years term shall lapse.

     Purchase price
     --------------

     The price fixed for the purchase of shares by beneficiaries shall be
     determined at the date on which the options are granted by the Executive
     Board within the limits fixed by the law and the authority given by the
     General Meeting.

     For beneficiaries receiving options giving entitlements to ordinary shares
     listed on the Paris Stock Exchange, the exercise price shall be fixed in
     Euros. The exercise price has been fixed at 22.50 Euros.

     For beneficiaries receiving options giving entitlement to ADSs listed on
     the New York Stock Exchange, the exercise price shall be fixed in dollars.
     The exercise price has been fixed at 24.95 dollars.

     Adjustments to the purchase price
     ---------------------------------

     By law, this price shall be unalterable during the term of the option.

     However, if VE carries out during this period certain financial
     transactions that impact the capital, the Executive Board shall effect an
     adjustment to the price and to the number of shares subject to options that
     remain unexercised, so that the total value of the number of options
     granted to each beneficiary remains constant. The method for calculating
     the said adjustment shall be established by law. The Executive Board shall
     apply this as required.

     The transactions affected by such adjustments shall be principally:

     o    cash capital increases reserved for shareholders.

     o    capital increases by capitalisation of reserves, profits or shares
          premium account and issue of bonus shares.

     o    issues of convertible bonds or exchangeable bonds reserved for
          shareholders.

     Other cases of adjustment of the exercise price are provided for in the
     legislation, for more unusual financial transactions (distribution of
     reserves, capital reduction because of losses...).

     You are reminded that neither the plan rules nor the letter of grant shall
     confer upon the beneficiary any right under his or her employment contract.

II.  Terms for acquisition of options

     Options shall be acquired annually in 1/3 tranches over three years (except
     for the special conditions, or except for the exemption referred to below).
     They may be exercised from the 4th year onwards.

     On leaving for any reason whatever (except on death), beneficiaries may,
     until the expiry of the term of validity of the plan, exercise only those
     options acquired before such leaving (including those that have been
     acquired under an exemption) pursuant to the terms of exercise referred to
     below.

     For French beneficiaries, such acquisition by 1/3 tranches shall not apply
     on death, disability (2nd and 3rd categories of Article L.341.4 of the
     French Social Security Code) or retirement. In such cases, the beneficiary
     (or his or her successors in title) shall acquire 100% of the options
     granted.

     On the beneficiary's death, the law provides that his or her heirs may
     exercise his or her options within a period of six months from the date of
     death, but this time-limit shall not have the effect of extending the
     original term of validity of the options if this expires sooner.

     For beneficiaries resident in the United Sates of America who have received
     options giving entitlement to ADSs, the heirs may exercise only the options
     that have been acquired (including those that have been acquired under an
     exemption) until the term of validity of the plan expires.

     However, in the event of a public offering, the options granted shall be
     immediately vested and exercisable and the underlying shares assignable
     without any condition. Furthermore, the chairman who refers such once a
     year to the officers Committee may, in exceptional circumstances, grant
     exemption from the terms of acquisition referred to above.

III. Terms for exercise of options

     In order to exercise his or her options, the beneficiary shall make the
     declaration in writing to VE, for the attention of the Human Resources
     Department, accompanying such declaration with an option exercise form
     (which shall also serve as a purchase form), and with payment of the price.

     A form shall be handed for this purpose to each beneficiary, which shall be
     completed, dated and signed, whenever options are exercised, and returned
     to VE. This document is attached as appendix 1 for all beneficiaries,
     except for beneficiaries resident in the United States of America.

     The latter shall complete, date, sign and return to VE the form referred to
     in Appendix 2 (cashless exercise) or in appendix 3 (exercise and purchase
     of shares).

     Payment of the price
     --------------------

     Full payment of the price shall generally be made by cheque, bank transfer
     or by any procedure established by the managing bank or financial
     institution and approved by VE.

     Delivery of securities
     ----------------------

     On each exercise of options, the beneficiary shall state on the option
     exercise from the management method that he or she wishes to adopt for the
     shares acquired. It should be noted that the transfer of the shares and
     registration of such may take some time (up to eight days in the case
     registration as administered registered securities). Registration as "pure"
     registered securities shall be effected by the Registrar(1) appointed by
     VE. Registration on an "administrated" registered securities account shall
     enable another manager to be chosen. It should be remembered however that
     management by a manager of "pure" registered securities accounts is without
     charge (no custody fee).

IV.  Details of purchased shares

     The shares shall mandatorily be in registered form.

     They shall be entitled of the dividend paid in the year in which they have
     been purchased provided however that the exercise shall take place at least
     five working days before the holding of the General Meeting of the
     shareholders that resolves to distribute such dividend.

     The shares arising from exercises shall be able to be traded immediately,
     except for beneficiaries who are French residents. The latter may dispose
     of shares arising from options only on the expiry of the tax "lock-in"
     period applicable to the plan, except where there are exemptions(1) (in
     particular those referred to in Article 91 ter Schedule II to the French
     General Tax Code).

V.   Sensitive periods insider trading

     Beneficiaries shall comply with the regulations applicable in this regard
     in accordance with the legislation in force in the country with respect to
     the use of privileged information1(2).

     In any event , beneficiaries wishing to dispose of their shares shall
     ensure, on their responsibility, that they meet their obligation to
     abstain, when, in the course or context of their duties, they have
     knowledge or are deemed to have knowledge of non-public information that
     may influence the share's stock market price.

     Moreover, beneficiaries shall not dispose of shares arising from the
     exercise of options for a period of 30 calendar days before and 1 day after
     the Executive Board Meeting to approve VE's half-yearly and annual
     accounts. This 30-days abstention period may be amended at any time by VE
     within the limits fixed by law.

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

(1) The time-limit is currently 4 years for options granted subsequent to 27
April 2000. Such time-limits shall not apply where express exemption is granted
by the Board of Directors and for the cases referred to in article 91 ter
schedule II to the French General Tax Code, namely:
- dismissal or retirement of the holder, with the specific provisio that the
options must have been exercised at least three months before the date of
occurrence of the event. - disability of the holder corresponding to
classification under the second or third category prescribed in Article L.314.4
of the French Social Security Code.
- death of the holder.

(2) Order of 28 September 1967. COB Regulation No. 90-08 and Regulations of the
U.S Securities and Exchange Commission.

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VI.  Application of the Rules

     The services of the Human resources Department shall be at your disposal
     for any matter relating to these rules and their application. The
     information able to be given by the various services of VE (Human Resources
     Department, Legal Department and Finance Department) shall be limited to
     the supply of purely factual information and shall not take the form of
     legal, financial or tax advice that renders the said services of VE liable
     in any way.

VII. Amendments to the Rules

     VE may at any time, on a resolution of the Executive Board and after
     receiving the opinion where appropriate of the Officers Committee, amend
     the provisions of these rules. Amendments that would not be more favourable
     overall shall be subject of a written agreement between the beneficiary and
     VE.

VIII. Compliance

     For US beneficiaries, the exercise of options shall be conditional upon
     prior registration of the shares with the Securities and Exchange
     Commission pursuant to the US regulations.

IX.  Liability of the Company

     VE shall not be liable for the non-issue of shares or of securities
     resulting from a failure to obtain the necessary regulatory permission.

X.   Applicable law

     The plan shall be subject to French law (Article L.225-177 of the French
     New Commercial Code and Decree of 23 March 1967).

XI.  Translations

     This document shall be available at the services of the Human Resources
     Department of VE in French and in English, but only the French version
     shall be authentic.

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                                   Appendices
                                   ----------

     1. Option exercise declaration for resident beneficiaries who are non-US
citizens.

     2. Declaration (cashless exercise) for beneficiaries resident in the United
States.


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--------------------------------------------     ----------------------------
     Document a adresser par courrier a                 Levee Simple
     Document to be sent by mail to :
            VEOLIA ENVIRONNEMENT
                  DRH-SO                         ----------------------------
            36-38 avenue Kleber
           75799 PARIS Cedex 16
        Fax: + 33 (0)1 71 75 10 41
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                             Options allotted by VE



                 REQUEST FOR THE IRREVOCABLE EXERCISE OF OPTIONS
    FINANCING PROVIDED BY THE BENEFICIARY UPON SIGNATURE OF THE PRESENT FORM


--------------------------------------------------------------------------------
Name and forename (in capitals)
--------------------------------------------------------------------------------
Date and place of birth
--------------------------------------------------------------------------------
Nationality
--------------------------------------------------------------------------------
Address of tax domicile
--------------------------------------------------------------------------------
Postal address (if different)
--------------------------------------------------------------------------------
Pursuant to the decision taken by the Executive Comity of VE on.................
to allot options to purchase shares at an exercise price of (euro)..............
 I hereby request the irrevocable exercise(1) of-----------------------------VE
options held in my name and, accordingly, purchase an equivalent number of VE
shares.

     o  PAYMENT (number of shares purchased to x exercise price)

I enclose a bank or post office cheque made out to BNP PARIBAS Securities
Services in an amount of (euro)------------------representing the amount due on
the exercise of the above options.

     o  SHARE REGISTRATION

The VE shares received upon the exercise of the above options are to be held in
registered form in an account opened in my name at the Issuers Department of BNP
PARIBAS Securities Services.



Signed on-------------------at---------------------               Company Stamp



                                   Signature(2)

------------------------
(1) The instruction to exercise the options is irrevocable and payment is due
upon signature.

(2) Important: signature to be preceded by the following hand-written text:
Bon pour achat de (X) actions VIVENDI ENVIRONNEMENT (valid for the purchase of
(X) VE shares).

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                                                    Levee Cashless
--------------------------------------------      ------------------------------
     Document a adresser par courrier a           Enclose Bank Identification
     Document to be sent by mail to :
            VEOLIA ENVIRONNEMENT                  ------------------------------
                  DRH-SO
            36-38 avenue Kleber
           75799 PARIS Cedex 16
        Fax: + 33 (0)1 71 75 10 41
--------------------------------------------



                             Options allotted by VE


             REQUEST FOR THE EXERCICE OF OPTIONS AND SALE OF SHARES
         TO BE FINANCED OUT OF THE PROCEEDS RAISED BY THE SALE OF SHARES


--------------------------------------------------------------------------------
Name and fist name (in capitals)
--------------------------------------------------------------------------------
Date and place of birth (in capitals)
--------------------------------------------------------------------------------
Nationality
--------------------------------------------------------------------------------
Registered for tax purposes at
--------------------------------------------------------------------------------
Postal address (if different from the a)
--------------------------------------------------------------------------------


Pursuant to the decision taken by the Executive Comity of VE on
------------------------------to allot options to purchase shares at an exercise
price of (euro)..........., I hereby request the irrevocable exercise(1) of
-------------------------------VE options held in my name and, accordingly,
purchase an equivalent number of VE shares.

  o  SHARE REGISTRATION

The VIVENDI ENVIRONNEMENT shares received upon the exercise of the above options
are to be held in registered form in an account opened in my name at the Issuers
Department of BNP PARIBAS Securities Services.

  o  SALE ORDER

I hereby request that-------------------------VE shares(2) be converted into
bearer form and sold, I instruct you to sell these shares " AT THE MARKET
PRICE".

  o  COMPLETION OF THE EXERCISE/SALE

I request the income of the sale after deducting the sum paid to VE for
exercising the options as well as, taxes, brokerage fees and handling commission
- be transferred in euro on the account detailed in the enclosed Bank
Identification statement.

Signed on------------------------at---------------------------     Company Stamp

Signature
 (signature to be preceded by the following hand-written text :
"valid for the purchase of (x) VE shares").

-----------------------
(1) The instruction to exercise the options is irrevocable

(2) The number of shares sold must exceed by 10 % the number require to cover
the purchase amount.