<PAGE>
                                                                     EXHIBIT 4.8















                      VERITAS DGC INC. SHARE INCENTIVE PLAN









<PAGE>





                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                          SECTION


<S>                                                                                                       <C>
ARTICLE I             PURPOSE AND TERM

         Purpose  .............................................................................................1.1

         Term of Plan..........................................................................................1.2

ARTICLE II            DEFINITIONS

         Affiliate.............................................................................................2.1

         Award    .............................................................................................2.2

         Award Agreement.......................................................................................2.3

         Board    .............................................................................................2.4

         Change in Control.....................................................................................2.5

         Code     .............................................................................................2.6

         Committee.............................................................................................2.7

         Company  .............................................................................................2.8

         Deferred Share Unit...................................................................................2.9

         Deferred Share Unit Agreement........................................................................2.10

         Deferred Share Unit Award............................................................................2.11

         Disability...........................................................................................2.12

         Effective Time.......................................................................................2.13

         Employee ............................................................................................2.14

         Exchange Act.........................................................................................2.15

         Existing Restricted Stock Plans......................................................................2.16

         Existing Stock Option Plans..........................................................................2.17

         Fair Market Value....................................................................................2.18

         Holder   ............................................................................................2.19

         Incentive Stock Option...............................................................................2.20

         Mature Shares........................................................................................2.21

         Non-Employee Director................................................................................2.22

         Nonqualified Stock Option............................................................................2.23

         Option   ............................................................................................2.24

         Option Agreement.....................................................................................2.25

         Performance Goal.....................................................................................2.26
</Table>




                                       -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                          SECTION

<S>                                                                                                       <C>
         Performance Shares...................................................................................2.27

         Performance Share Agreement..........................................................................2.28

         Performance Share Award..............................................................................2.29

         Plan     ............................................................................................2.30

         Restricted Shares....................................................................................2.31

         Restricted Share Agreement...........................................................................2.32

         Restricted Share Award...............................................................................2.33

         Retirement...........................................................................................2.34

         Shares   ............................................................................................2.35

         Share Appreciation Right................... .........................................................2.36

         Share Appreciation Right Agreement ..................................................................2.37

ARTICLE III           ELIGIBILITY

ARTICLE IV            GENERAL PROVISIONS RELATING TO AWARDS

         Authority to Grant Awards.............................................................................4.1

         Dedicated Shares; Maximum Awards......................................................................4.2

         Non-Transferability...................................................................................4.3

         Requirements of Law...................................................................................4.4

         Changes in the Company's Capital Structure............................................................4.5

ARTICLE V             OPTIONS AND SHARE APPRECIATION RIGHTS

         Type of Option........................................................................................5.1

         Exercise Price........................................................................................5.2

         Duration of Options...................................................................................5.3

         Amount Exercisable....................................................................................5.4

         Exercise of Options...................................................................................5.5

         Substitution Options..................................................................................5.6

         Limitations on Grants and Terms of Incentive Stock Options............................................5.7

         Share Appreciation Rights.............................................................................5.8

         No Rights as Shareholder .............................................................................5.9
</Table>



                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                          SECTION

<S>                                                                                                       <C>
ARTICLE VI            RESTRICTED SHARE AWARDS

         Restricted Share Awards...............................................................................6.1

         Holder's Rights as Shareholder........................................................................6.2

ARTICLE VII           PERFORMANCE SHARE AWARDS

         Performance Share Awards..............................................................................7.1

         Holder's Rights as Shareholder........................................................................7.2

         Increases Prohibited..................................................................................7.3

ARTICLE VIII          DEFERRED SHARE UNITS AWARDS

         Deferred Share Unit Awards............................................................................8.1

         Payments Under Deferred Share Unit Awards.............................................................8.2

         Holder's Rights as Shareholder........................................................................8.3

ARTICLE IX            SUBSTITUTION AWARDS

ARTICLE X             ADMINISTRATION

ARTICLE XI            AMENDMENT OR TERMINATION PLAN

ARTICLE XII           MISCELLANEOUS

         No Establishment of a Trust Fund.....................................................................12.1

         No Employment or Affiliation Obligation..............................................................12.2

         Forfeiture...........................................................................................12.3

         Tax Withholding......................................................................................12.4

         Written Agreement....................................................................................12.5

         Indemnification of the Committee.....................................................................12.6

         Gender.  ............................................................................................12.7

         Headings ............................................................................................12.8

         Other Compensation Plans.............................................................................12.9

         Other Awards........................................................................................12.10

         Persons Residing Outside of the United States.......................................................12.11

         Governing Law.......................................................................................12.12
</Table>


                                      -iii-
<PAGE>






                                    ARTICLE I

                                PURPOSE AND TERM

         1.1 PURPOSE. The Plan is intended to advance the best interests of the
Company and its shareholders by providing those persons who have substantial
responsibility for the management and growth of the Company and its Affiliates
with additional incentives and an opportunity to obtain or increase their
proprietary interest in the Company, thereby encouraging them to continue in
their employment or affiliation with the Company or any of its Affiliates.

         1.2 TERM OF PLAN. Subject to earlier termination by the Committee
pursuant to Article XI, no Award will be granted under this Plan after July 31,
2012 (the "termination date"). Unless otherwise expressly provided in the Plan
or in an applicable Award Agreement, any Award granted prior to the termination
date may extend beyond such date, and all authority of the Committee with
respect to Awards hereunder, including the authority to amend an Award, shall
continue during any suspension of this Plan and in respect of Awards outstanding
on the termination date.




                                      I-1
<PAGE>
                                   ARTICLE II

                                   DEFINITIONS

         The words and phrases defined in this Article shall have the meaning
set out in these definitions throughout the Plan, unless the context in which
any such word or phrase appears reasonably requires a broader, narrower or
different meaning.

         2.1 "AFFILIATE" means any parent corporation and any subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time of the action or transaction, each of the corporations other than the
Company owns shares possessing 50 percent or more of the total combined voting
power of all classes of shares in one of the other corporations in the chain.
The term "subsidiary corporation" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if, at the time
of the action or transaction, each of the corporations other than the last
corporation in the unbroken chain owns shares possessing 50 percent or more of
the total combined voting power of all classes of shares in one of the other
corporations in the chain.

         2.2 "AWARD" means any Option, Share Appreciation Right, Deferred Share
Unit Award, Restricted Share Award or Performance Share Award granted under the
Plan.

         2.3 "AWARD AGREEMENT" means a written agreement evidencing an Award
granted under the Plan.

         2.4 "BOARD" means the board of directors of the Company.

         2.5 "CHANGE IN CONTROL" means the occurrence of any of the following
events:

                  (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 of 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 Affiliates, (ii) any
         acquisition by an employee benefit plan (or related trust) sponsored or
         maintained by the Company or its Affiliates, 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




                                      II-1
<PAGE>

                  (c) The Company becomes a party to a consummated merger, plan
         of reorganization, consolidation or share exchange in which either (i)
         the Company is not the surviving corporation or (ii) the Company is the
         surviving corporation and any outstanding Shares are converted into
         shares of any other company (other than a re-incorporation 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 consummation of 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 or
         the board of directors of 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 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 an Affiliate; 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 2.5 which would otherwise result in a Change in Control, the Board may
determine in its complete discretion, if it deems 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 of directors, 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.

         2.6 "CODE" means the United States Internal Revenue Code of 1986, as
amended.

         2.7 "COMMITTEE" means a committee of at least two persons, who are
members of the Compensation Committee of the Board and are appointed by the
Compensation Committee of the Board, or, to the extent it chooses to operate as
the Committee, the Compensation Committee of the Board. Each member of the
Committee in respect of his or her participation in any decision with respect to
an Award intended to satisfy the requirements of Section 162(m) of the Code must
satisfy the requirements of "outside director" status within the meaning of
Section






                                      II-2
<PAGE>

162(m) of the Code; provided, however, that the failure to satisfy such
requirement shall not affect the validity of the action of any committee
otherwise duly authorized and acting in the matter. As to Awards, grants or
other transactions that are authorized by the Committee and that are intended to
be exempt under Rule 16b-3, the requirements of Rule 16b-3(d)(1) with respect to
committee action must also be satisfied.

         2.8 "COMPANY" means Veritas DGC Inc., a Delaware corporation, or any
successor (by reincorporation, merger or otherwise).

         2.9 "DEFERRED SHARE UNIT" means a unit credited to a Holder's ledger
account maintained by the Company pursuant to Article VIII.

         2.10 "DEFERRED SHARE UNIT AGREEMENT" means a written agreement entered
into between the Company and the Holder setting forth the terms and conditions
pursuant to which a Deferred Share Unit Award is granted.

         2.11 "DEFERRED SHARE UNIT AWARD" means an Award granted pursuant to
Article VIII.

         2.12 "DISABILITY" means as determined by the Committee in its
discretion exercised in good faith, a physical or mental condition of the Holder
that would entitle him to disability income payments under the Company's
long-term disability insurance policy or plan for employees as then in effect;
or in the event that the Holder is not covered, for whatever reason (including,
without limitation, because the Holder is a Non-Employee Director), under the
Company's long-term disability insurance policy or plan for employees or in the
event the Company does not maintain such a long-term disability insurance
policy, and with respect to Incentive Stock Options, "Disability" means a
permanent and total disability as defined in section 22(e)(3) of the Code. A
determination of Disability may be made by a physician selected or approved by
the Committee and, in this respect, the Holder shall submit to an examination by
such physician upon request by the Committee.

         2.13 "EFFECTIVE TIME" means the time the shareholders of the Company
approve of the adoption of the Plan.

         2.14 "EMPLOYEE" means a person employed by the Company or any Affiliate
as a common law employee (including an officer, as such term is defined in Rule
16a-1 under the Exchange Act).

         2.15 "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.

         2.16 "EXISTING RESTRICTED STOCK PLANS" means (i) the Veritas DGC Inc.
Restricted Stock Agreements (as filed with the Securities and Exchange
Commission on a Form S-8 dated March 31, 1998); (ii) the Veritas DGC Inc.
Restricted Stock Plan; and (iii) the Veritas DGC Inc. 2001 Key Employee
Restricted Stock Plan.

         2.17 "EXISTING STOCK OPTION PLANS" means (i) the Veritas DGC Inc. 1992
Employee Nonqualified Stock Option Plan; (ii) the Veritas DGC Inc. 1992
Non-Employee Director Stock





                                      II-3
<PAGE>

Option Plan; and (iii) the Veritas DGC Inc. 2001 Key Employee Nonqualified Stock
Option Plan.

         2.18 "FAIR MARKET VALUE" of one Share means the last reported sale
price for the Share on the principal exchange on which the Share is traded on
the business day immediately preceding the date for which the Fair Market Value
is being determined (or, if the Share was not traded on such immediately
preceding date, on the immediately preceding date on which the Share was so
traded).

         2.19 "HOLDER" means a person who has been granted an Award or any
person who is entitled to receive Shares (and/or cash in the case of a Share
Appreciation Right) under an Award.

         2.20 "INCENTIVE STOCK OPTION" means an Option which is designated as an
incentive stock option and satisfies the requirements of Section 422 of the
Code.

         2.21 "MATURE SHARES" means Shares that the Holder has held for at least
six months.

         2.22 "NON-EMPLOYEE DIRECTOR" means an individual, who is not an
employee of the Company, who is elected by the shareholders of the Company, or
in the case of a vacancy or newly created position, by the other directors, to
serve on the Board who performs the functions of a director set forth in the
Company's charter documents and bylaws.

         2.23 "NONQUALIFIED STOCK OPTION" means an Option that is designated as
a Nonqualified Stock Option and shall include any Option intended as an
Incentive Stock Option that fails to meet the applicable legal requirements
thereof. Any Option granted hereunder that is not designated as an incentive
stock option shall be deemed to be designated a nonqualified stock option under
the Plan and not an incentive stock option under the Code.

         2.24 "OPTION" means an option to purchase Shares granted under the
Plan. The Committee shall designate any Option granted under the Plan as a
Nonqualified Stock Option or an Incentive Stock Option..

         2.25 "OPTION AGREEMENT" means a written contract setting forth the
terms and conditions of an Option.

         2.26 "PERFORMANCE GOAL" means a standard established by the Committee
to determine in whole or in part whether a Performance Share Award shall be
earned.

         2.27 "PERFORMANCE SHARES" means Shares issued or granted under the Plan
pursuant to a Performance Share Agreement.

         2.28 "PERFORMANCE SHARE AGREEMENT" means the written agreement entered
into between the Company and the Holder setting forth the terms and conditions
pursuant to which a Performance Share Award is granted.




                                      II-4
<PAGE>

         2.29 "PERFORMANCE SHARE AWARD" means an authorization by the Committee
to issue or transfer Performance Shares to a Holder.

         2.30 "PLAN" means the Veritas DGC Inc. Share Incentive Plan, as set
forth in this document and as it may be amended from time to time.

         2.31 "RESTRICTED SHARES" means Shares issued or granted under the Plan
pursuant to a Restricted Share Agreement.

         2.32 "RESTRICTED SHARE AGREEMENT" means the written agreement entered
into between the Company and the Holder setting forth the terms and conditions
pursuant to which a Restricted Share Award is granted.

         2.33 "RESTRICTED SHARE AWARD" means an authorization by the Committee
to issue or transfer Restricted Shares to a Holder.

         2.34 "RETIREMENT" means in the case of an Employee, the occurrence of
the Employee's voluntary termination of employment with the Company and all
Affiliates after (1) he has attained the age of 62 and completed ten years of
employment with the Company and/or any Affiliate, including any predecessor
thereto, or (2) he has attained such other retirement age as may be specified in
the Employee's Award Agreement.

         2.35 "SHARES" means the common stock of the Company, $.01 par value per
share, or, in the event that the outstanding ordinary shares are later changed
into or exchanged for a different class of shares or securities of the Company
or another corporation, that other share or security. Shares, when issued, may
be represented by a certificate or by book or electronic entry.

         2.36 "SHARE APPRECIATION RIGHT" means any right granted under Section
5.8 of the Plan.

         2.37 "SHARE APPRECIATION RIGHT AGREEMENT" means a written agreement
entered into between the Company and the Holder setting forth the terms and
conditions pursuant to which a Share Appreciation Right is granted.





                                      II-5
<PAGE>


                                   ARTICLE III

                                   ELIGIBILITY

         The individuals who shall be eligible to receive Awards shall be those
persons, including Employees, consultants, advisors and Non-Employee Directors,
who have substantial responsibility for the management and growth of the Company
or any of its Affiliates as the Committee shall determine from time to time. A
consultant or advisor may be selected only if such person's participation in the
Plan would not adversely affect (i) the Company's eligibility to use Form S-8 to
register under the Securities Act of 1933, as amended, the offering of shares
issuable under the Plan by the Company; or (ii) the Company's compliance with
any other applicable laws.




                                      III-1
<PAGE>


                                   ARTICLE IV

                      GENERAL PROVISIONS RELATING TO AWARDS

         4.1 AUTHORITY TO GRANT AWARDS. The Committee may grant Awards to those
Employees of the Company or any of its Affiliates and other eligible persons as
it shall from time to time determine, under the terms and conditions of the
Plan. Subject only to any applicable limitations set out in the Plan, the number
of Shares to be covered by any Award to be granted to any person shall be as
determined by the Committee.

         4.2 DEDICATED SHARES; MAXIMUM AWARDS. The aggregate number of Shares
with respect to which Awards may be granted under the Plan is the sum of the
following: (i) 1,200,000, not more than 300,000 of which may be granted in a
form other than Stock Options; (ii) that number equal to the number of Shares
available for issuance under the Existing Stock Option Plans and Existing
Restricted Stock Plans, which Shares are not the subject of an option or
restricted stock award granted under such plans as of the Effective Time; and
(iii) that number equal to the number of Shares subject to unexercised options
or unvested restricted stock awards granted prior to the Effective Time under
the Existing Stock Option Plans and Existing Restricted Stock Plans that expire
or are cancelled, terminated or forfeited after the Effective Time but prior to
exercise or vesting. The maximum number of Shares with respect to which
Incentive Stock Options may be granted under the Plan is 2,000,000 Shares. The
maximum number of Shares with respect to which Options and Share Appreciation
Rights may be granted to any person under the Plan during any three consecutive
calendar years is 500,000, and the number of Performance Shares that may be
issued to an individual during any three consecutive calendar years cannot
exceed 250,000. Each of the foregoing numerical limits stated in this Section
4.2 shall be subject to adjustment in accordance with the provisions of Section
4.5. The number of Shares stated in this Section 4.2 shall also be increased by
such number of Shares as become subject to substitute Awards granted pursuant to
Article IX; provided, however, that such increase shall be conditioned upon the
approval of the shareholders of the Company. If any outstanding Award expires or
terminates for any reason, is settled in cash in lieu of Shares or any Award is
surrendered, the Shares allocable to the unexercised portion of that Award may
again be subject to an Award granted under the Plan. If the exercise price of an
Option is paid in Shares or Shares are withheld from payment of an Award to
satisfy tax obligations with respect to the Award, such Shares will not count
against the aggregate number of Shares with respect to which Awards may be
granted under the Plan. If a Share Appreciation Right is exercised, only the
number of Shares actually issued shall be charged against the maximum number of
Shares that may be delivered pursuant to Awards under this Plan.

         4.3 NON-TRANSFERABILITY. Except as specified in the applicable Award
Agreements or in domestic relations court orders, Awards shall not be
transferable by the Holder other than by will or under the laws of descent and
distribution, and shall be exercisable, during the Holder's lifetime, only by
him or her. In the discretion of the Committee, any attempt to transfer an Award
other than under the terms of the Plan and the applicable Award Agreement may
terminate the Award.




                                      IV-1
<PAGE>

         4.4 REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any Shares under any Award if issuing those Shares would constitute or
result in a violation by the Holder or the Company of any provision of any law,
statute or regulation of any governmental authority. Specifically, in connection
with any applicable statute or regulation relating to the registration of
securities, upon exercise of any Option or pursuant to any other Award, the
Company shall not be required to issue any Shares unless the Committee has
received evidence satisfactory to it to the effect that the Holder of that Award
will not transfer the Shares except in accordance with applicable law, including
receipt of an opinion of counsel satisfactory to the Company to the effect that
any proposed transfer complies with applicable law. The determination by the
Committee on this matter shall be final, binding and conclusive. The Company
may, but shall in no event be obligated to, register any Shares covered by the
Plan pursuant to applicable securities laws of any country or any political
subdivision. In the event the Shares issuable on exercise of an Option or
pursuant to any other Award are not registered, the Company may imprint on the
certificate evidencing the Shares any legend that counsel for the Company
considers necessary or advisable to comply with applicable law or, should the
Shares be represented by book or electronic entry rather than a certificate, the
Company may take such steps to restrict transfer of the Shares as counsel for
the Company considers necessary or advisable to comply with applicable law. The
Company shall not be obligated to take any other affirmative action in order to
cause the exercise of an Option or Share Appreciation Right or vesting under an
Award, or the issuance of Shares pursuant thereto, to comply with any law or
regulation of any governmental authority.

         4.5 CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

                  (a) The existence of outstanding Awards shall not affect in
         any way the right or power of the Company or its shareholders to make
         or authorize any or all adjustments, recapitalizations, reorganizations
         or other changes in the Company's capital structure or its business,
         any merger or consolidation of the Company, any issue of bonds,
         debentures, preferred or prior preference shares ahead of or affecting
         the Shares or Share rights, the dissolution or liquidation of the
         Company, 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.

                  (b) If the Company shall effect a subdivision or consolidation
         of Shares or other capital readjustment, the payment of a Share
         dividend, or other increase or reduction of the number of Shares
         outstanding, without receiving compensation for money, services or
         property, then (i) the number, class or series and per Share price of
         Shares subject to outstanding Options or Share Appreciation Rights
         under the Plan shall be appropriately adjusted in such a manner as to
         entitle a Holder to receive upon exercise of an Option or Share
         Appreciation Right, for the same aggregate cash consideration, the
         equivalent total number and class or series of Shares the Holder would
         have received had the Holder exercised his or her Option or Share
         Appreciation Right in full immediately prior to the event requiring the
         adjustment, and (ii) the number and class or series of Shares then
         reserved to be issued under the Plan shall be adjusted by substituting
         for the total number and class or series of Shares then reserved, that
         number and class or series






                                      IV-2
<PAGE>

         of Shares that would have been received by the owner of an equal number
         of outstanding Shares of each class or series of Shares as the result
         of the event requiring the adjustment.

                  (c) If while unexercised Options or Share Appreciation Rights
         remain outstanding under the Plan (i) the Company shall not be the
         surviving entity in any merger, consolidation or other reorganization
         (or survives only as a subsidiary of an entity other than an entity
         that was wholly-owned by the Company immediately prior to such merger,
         consolidation or other reorganization), (ii) the Company sells, leases
         or exchanges or agrees to sell, lease or exchange all or substantially
         all of its assets to any other person or entity (other than an entity
         wholly-owned by the Company), (iii) the Company is to be dissolved or
         (iv) the Company is a party to any other corporate transaction (as
         defined under section 424(a) of the Code and applicable Department of
         Treasury Regulations) that is not described in clauses (i), (ii) or
         (iii) of this sentence (each such event is referred to herein as a
         "Corporate Change"), then, except as otherwise provided in an Option
         Agreement or Share Appreciation Right Agreement (provided that such
         exceptions shall not apply in the case of a reincorporation merger), or
         in Section 4.5(d), or as a result of the Committee's effectuation of
         one or more of the alternatives described below, there shall be no
         acceleration of the time at which any Option or Share Appreciation
         Right then outstanding may be exercised, and no later than ten days
         after the approval by the shareholders of the Company of such Corporate
         Change, the Committee, acting in its sole and absolute discretion
         without the consent or approval of any Holder, shall act to effect one
         or more of the following alternatives, which may vary among individual
         Holders and which may vary among Options or Share Appreciation Rights
         held by any individual Holder (provided that, with respect to a
         reincorporation merger in which holders of the Company's ordinary
         shares will receive one ordinary share of the successor corporation for
         each ordinary share of the Company, none of such alternatives shall
         apply and, without Committee action, each Option, Share Appreciation
         Right and Restricted Share shall automatically convert into an Option,
         Share Appreciation Right or Restricted Share of the successor
         corporation exercisable, in the case of an Option or Share Appreciation
         Right, for the same number of ordinary shares of the successor as the
         Option or Share Appreciation Right was exercisable for ordinary shares
         of the Company):

                           (1) accelerate the time at which some or all of the
                  Options or Share Appreciation Rights then outstanding may be
                  exercised so that such Options or Share Appreciation Rights
                  may be exercised in full for a limited period of time on or
                  before a specified date (before or after such Corporate
                  Change) fixed by the Committee, after which specified date all
                  such Options or Share Appreciation Rights that remain
                  unexercised and all rights of Holders thereunder shall
                  terminate;

                           (2) require the mandatory surrender to the Company by
                  all or selected Holders of some or all of the then outstanding
                  Options or Share Appreciation Rights held by such Holders
                  (irrespective of whether such Options or Share Appreciation
                  Rights are then exercisable under the provisions of the Plan
                  or the Option Agreements or Share Appreciation




                                      IV-3
<PAGE>

                  Right Agreements evidencing such Options or Share Appreciation
                  Rights) as of a date, before or after such Corporate Change,
                  specified by the Committee, in which event the Committee shall
                  thereupon cancel such Options and Share Appreciation Rights
                  and the Company shall pay to each such Holder an amount of
                  cash per share equal to the excess, if any, of the per share
                  price offered to shareholders of the Company in connection
                  with such Corporate Change over the exercise prices under such
                  Options or Share Appreciation Rights for such shares;

                           (3) with respect to all or selected Holders, have
                  some or all of their then outstanding Options or Share
                  Appreciation Rights (whether vested or unvested) assumed or
                  have a new Option or Share Appreciation Right substituted for
                  some or all of their then outstanding Options or Share
                  Appreciation Rights (whether vested or unvested) by an entity
                  which is a party to the transaction resulting in such
                  Corporate Change and which is then employing such Holder or
                  which is affiliated or associated with such Holder in the same
                  or a substantially similar manner as the Company prior to the
                  Corporate Change, or a parent or subsidiary of such entity,
                  provided that (A) such assumption or substitution is on a
                  basis where the excess of the aggregate fair market value of
                  the Shares subject to the Option or Share Appreciation Right
                  immediately after the assumption or substitution over the
                  aggregate exercise price of such Shares is equal to the excess
                  of the aggregate fair market value of all Shares subject to
                  the Option or Share Appreciation Right immediately before such
                  assumption or substitution over the aggregate exercise price
                  of such Shares, and (B) the assumed rights under such existing
                  Option or Share Appreciation Right or the substituted rights
                  under such new Option or Share Appreciation Right as the case
                  may be will have the same terms and conditions as the rights
                  under the existing Option or Share Appreciation Right assumed
                  or substituted for, as the case may be;

                           (4) provide that the number and class or series of
                  Shares covered by an Option or Share Appreciation Right
                  (whether vested or unvested) theretofore granted shall be
                  adjusted so that such Option or Share Appreciation Right when
                  exercised shall thereafter cover the number and class or
                  series of Shares or other securities or property (including,
                  without limitation, cash) to which the Holder would have been
                  entitled pursuant to the terms of the agreement or plan
                  relating to such Corporate Change if, immediately prior to
                  such Corporate Change, the Holder had been the holder of
                  record of the number of Shares then covered by such Option or
                  Share Appreciation Right; or

                           (5) make such adjustments to Options and Share
                  Appreciation Rights then outstanding as the Committee deems
                  appropriate to reflect such Corporate Change (provided,
                  however, that the Committee may





                                      IV-4
<PAGE>

                  determine in its sole and absolute discretion that no such
                  adjustment is necessary).

                  In effecting one or more of alternatives (3), (4) or (5)
         above, and except as otherwise may be provided in an Option Agreement
         or Share Appreciation Right Agreement, the Committee, in its sole and
         absolute discretion and without the consent or approval of any Holder,
         may accelerate the time at which some or all Options or Share
         Appreciation Rights then outstanding may be exercised.

                  (d) In the event of the occurrence of a Change in Control, an
         outstanding Option or Share Appreciation Right shall be fully
         exercisable immediately upon the occurrence of the Change in Control
         unless otherwise expressly provided in the Holder's Option Agreement or
         Share Appreciation Right Agreement; provided, however, that nothing in
         this paragraph (d) of Section 4.5 shall preclude the Committee from
         effecting any of alternatives (2), (3), (4) or (4) of paragraph (c) of
         Section 4.5. The provisions of this paragraph (d) of Section 4.5 may
         not be deleted or amended to adversely affect an Option or Share
         Appreciation Right granted under the Plan without the prior written
         consent of the Holder of the Option or Share Appreciation Right, unless
         the Holder's Option Agreement or Share Appreciation Right Agreement
         expressly provides otherwise.

                  (e) In the event of the occurrence of a Change in Control, a
         Holder of an outstanding Restricted Share Award, Deferred Share Unit
         Award or Performance Share Award shall have a fully nonforfeitable and
         transferable interest in his Restricted Share Award, Deferred Share
         Unit Award, or Performance Share Award immediately upon the occurrence
         of the Change in Control unless otherwise expressly provided in the
         Holder's Restricted Share Award, Deferred Share Unit Award or
         Performance Share Award. The provisions of this paragraph (e) of
         Section 4.5 may not be deleted or amended to adversely affect a
         Restricted Share Award, Deferred Share Unit Award or Performance Share
         Award granted under the Plan without the prior written consent of the
         Holder of the Award, unless the Holder's Restricted Share Award
         Agreement, Deferred Share Unit Award Agreement or Performance Share
         Agreement expressly provides otherwise.

                  (f) In the event of changes in the outstanding Shares by
         reason of recapitalizations, reorganizations, mergers, consolidations,
         combinations, exchanges or other relevant changes in capitalization
         occurring after the date of the grant of any Option or Share
         Appreciation Right and not otherwise provided for by this Section 4.5,
         any outstanding Options and Share Appreciation Rights and any
         agreements evidencing such Options and Share Appreciation Rights shall
         be subject to adjustment by the Committee in its sole and absolute
         discretion as to the number and price of Shares or other consideration
         subject to such Options and Share Appreciation Rights. In the event of
         any such change in the outstanding Shares, the aggregate number of
         Shares available under the Plan may be appropriately adjusted by the
         Committee, whose determination shall be conclusive.

                  (g) After a merger of one or more corporations into the
         Company or after a consolidation of the Company and one or more
         corporations in which the Company shall





                                      IV-5
<PAGE>

         be the surviving corporation, each Holder shall be entitled to have his
         Restricted Shares appropriately adjusted based on the manner in which
         the Shares were adjusted under the terms of the agreement of merger or
         consolidation.

                  (h) The issuance by the Company of Shares of any class or
         series, or securities convertible into, or exchangeable for, Shares of
         any class or series, for cash or property, or for labor or services
         either upon direct sale or upon the exercise of rights or warrants to
         subscribe for them, or upon conversion or exchange of Shares or
         obligations of the Company convertible into, or exchangeable for,
         Shares or other securities, shall not affect, and no adjustment by
         reason of such issuance shall be made with respect to, the number,
         class or series, or price of Shares then subject to outstanding
         Options, Share Appreciation Rights, Deferred Share Unit Awards,
         Restricted Share Awards, or Performance Share Awards.

                  (i) The portion of any Incentive Stock Option accelerated in
         connection with a Change in Control or any other action permitted
         hereunder shall remain exercisable as an Incentive Stock Option only to
         the extent the applicable $100,000 limitation is not exceeded. To the
         extent exceeded, the accelerated portion of the Option shall be
         exercisable as a Nonqualified Stock Option under the Code.




                                      IV-6
<PAGE>



                                    ARTICLE V

                      OPTIONS AND SHARE APPRECIATION RIGHTS

         5.1 TYPE OF OPTION. The Committee will designate each Option granted
under the Plan as either an Incentive Stock Option or a Nonqualified Stock
Option and such designation shall be set forth in the applicable Option
Agreement. Any Option granted hereunder that is not designated as an Incentive
Stock Option will be deemed to be designated a Nonqualified Stock Option under
the Plan and not an incentive stock option under the Code. Incentive Stock
Options shall be subject to the provisions of Section 5.7 in addition to the
provisions hereof applicable to Options generally.

         5.2 EXERCISE PRICE. The price at which Shares may be purchased under an
Option shall not be less than 100 percent (110 percent in the case of a Holder
described in Section 5.7(d) purchasing Shares under an Incentive Stock Option)
of the Fair Market Value of the Shares on the date the Option is granted.

         5.3 DURATION OF OPTIONS. An Option shall not be exercisable after the
earlier of (i) the general term of the Option specified in Section 5.3(a), or
(ii) the period of time specified herein that follows the Holder's Retirement,
Disability, death or other severance of the employment or affiliation
relationship between the Holder and the Company and all Affiliates. Unless the
Holder's Option Agreement specifies otherwise, an Option shall not continue to
vest after the severance of the employment or affiliation relationship between
the Company and all Affiliates for any reason other than the death or Disability
of the Holder.

                  (a) General Term of Option. Unless the Option Agreement
         specifies a shorter general term, an Option shall expire on the tenth
         anniversary of the date the Option is granted (the fifth anniversary of
         the date the Option is granted in the case of an Incentive Stock Option
         granted to a Holder described in Section 5.7(d)).

                  Early Termination of Option Due to Severance of Employment or
         Affiliation Relationship (Other Than for Death, Disability or
         Retirement). Except as may be otherwise expressly provided in an Option
         Agreement, and subject to Section 12.3, an Option that has been granted
         to a person other than a Non-Employee Director shall terminate on the
         earlier of (1) the date of the expiration of the general term of the
         Option or (2) one day less than three months after the date of the
         termination of employment or affiliation relationship between the
         Holder and the Company and all Affiliates for any reason other than the
         death, Disability or Retirement of the Holder, during which period the
         Holder shall be entitled to exercise the Option in respect of the
         number of Shares that the Holder would have been entitled to purchase
         had the Holder exercised the Option on the date of such termination of
         employment or affiliation. Unless Company policy or the Committee
         otherwise provides, the employment or affiliation relationship shall
         not be considered terminated in the case of (i) sick leave, (ii)
         military leave, or (iii) any other leave of absence authorized by the
         Company or the Committee; provided that unless reemployment upon the
         expiration of such leave is guaranteed by contract or law, such leave
         is for a period of not more than 90 days. In the case of any Holder on
         an approved






                                      V-1
<PAGE>

         leave of absence, continued vesting of the Award while on leave from
         the employ of the Company and all Affiliates may be suspended until the
         employee returns to service, unless the Committee otherwise provides or
         applicable law otherwise requires.

                  (b) Early Termination of Option Due to Death. In the case of
         an Option granted to a person other than a Non-Employee Director,
         unless the Option Agreement specifies otherwise, and subject to Section
         12.3, in the event of the severance of the employment or Affiliation
         relationship between the Holder and the Company and all Affiliates due
         to death before the date of expiration of the general term of the
         Option, the Holder's Option shall terminate on the earlier of the date
         of expiration of the general term of the Option or the first
         anniversary of the date of the Holder's death.

                  (c) Early Termination of Option Due to Disability. In the case
         of an Option granted to a person other than a Non-Employee Director,
         unless the Option Agreement specifies otherwise, and subject to Section
         12.3, in the event of the severance of the employment relationship
         between the Holder and the Company and all Affiliates due to Disability
         before the date of the expiration of the general term of the Option,
         the Holder's Option shall terminate on the earlier of the expiration of
         the general term of the Option or the day before the first anniversary
         of the date of the termination of the employment or Affiliation
         relationship between the Holder and the Company and all Affiliates due
         to Disability.

                  (d) Early Termination of Option Due to Retirement. Unless the
         Option Agreement specifies otherwise, and subject to Section 12.3, in
         the event of the severance of the employment relationship between the
         Holder and the Company and all Affiliates by reason of Retirement
         before the expiration of the general term of the Option, the Holder's
         Option shall terminate on the earlier of the expiration of the general
         term of the Option or three years (one day less than three months in
         the case of an Incentive Stock Option) after the date of the
         termination of the employment relationship between the Holder and the
         Company and all Affiliates due to Retirement.

                  (e) Early Termination of Option Granted to Non-Employee
         Director. Except as may be otherwise expressly provided in an Option
         Agreement, and subject to Section 12.3, an Option that has been granted
         to a Non-Employee Director shall terminate on the earlier of (1) the
         date of the expiration of the general term of the Option or (2) the
         date that is three years after the Non-Employee Director is no longer a
         director of the Company for any reason.

         After the death of the Holder, the Holder's executors, administrators
or any person or persons to whom the Holder's Option may be transferred by will
or by the laws of descent and distribution, shall have the right, at any time
prior to the termination of the Option to exercise the Option, in respect to the
number of all of the remaining unexercised and unexpired Shares subject to the
Option.

         5.4 AMOUNT EXERCISABLE. Each Option may be exercised at the time, in
the manner and subject to the conditions the Committee specifies in the Option
Agreement in its sole discretion. If a Holder incurs a severance of the
employment or affiliation relationship with the





                                      V-2
<PAGE>

Company and all Affiliates due to death or Disability, the Holder's Option will
be immediately exercisable in full on the date of the severance of the
employment or affiliation relationship.

         5.5 EXERCISE OF OPTIONS. Subject to the provisions contained in the
Plan and in a Holder's Option Agreement, Options may be exercised in whole or in
part from time to time by request to the Company. Except in the case of exercise
by a third party broker as provided below, payment of the exercise price and any
applicable tax withholding amounts must be made at the time of exercise by any
combination of the following: (a) cash, certified check, bank draft or postal or
express money order for an amount equal to the exercise price under the Option,
(b) Mature Shares with a Fair Market Value on the date of exercise equal to the
exercise price under the Option, (c) an election to make a cashless exercise
through a registered broker-dealer (if approved in advance by the Committee or
an executive officer of the Company) or (d) except as specified below, any other
form of payment which is acceptable to the Committee. If Mature Shares are used
for payment by the Holder, the aggregate Fair Market Value of the Shares
tendered must be equal to or less than the aggregate exercise price of the
Shares being purchased upon exercise of the Option, and any difference must be
paid by cash, certified check, bank draft or postal or express money order
payable to the order of the Company.

         The Committee may permit a Holder to elect to pay the exercise price by
authorizing a third-party broker to sell all or a portion of the Shares acquired
upon exercise of the Option and remit to the Company a sufficient portion of the
sale proceeds to pay the exercise price and any applicable tax withholding
resulting from such exercise.

         The Committee shall not permit a Holder to pay such Holder's exercise
price upon the exercise of an Option by having the Company reduce the number of
Shares that will be delivered pursuant to the exercise of the Option. In
addition, the Committee shall not permit a Holder to pay such Holder's exercise
price upon the exercise of an Option by using Shares other than Mature Shares.

         An Option may not be exercised for a fraction of a Share.

         5.6 SUBSTITUTION OPTIONS. Options may be granted under the Plan from
time to time in substitution for options held by employees of other corporations
who are about to become employees of or affiliated with the Company or any
Affiliate as the result of a merger or consolidation of the employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or any Affiliate of the assets of the employing corporation, or the acquisition
by the Company or any Affiliate of shares of the employing corporation as the
result of which it becomes an Affiliate of the Company. The terms and conditions
of the substitute Options granted may vary from the terms and conditions set out
in the Plan to the extent the Committee, at the time of grant, may deem
appropriate to conform, in whole or in part, to the provisions of the options in
substitution for which they are granted.

         5.7 LIMITATIONS ON GRANT AND TERMS OF INCENTIVE STOCK OPTIONS.

                  (a) $100,000 Limit. To the extent that the aggregate "Fair
         Market Value" of stock with respect to which incentive stock options
         first become exercisable by a Holder





                                      V-3
<PAGE>

         in any calendar year exceeds $100,000, taking into account both Shares
         subject to Incentive Stock Options under the Plan and stock subject to
         incentive stock options under all other plans of the Company or any
         Affiliate, such options shall be treated as Nonqualified Stock Options.
         For this purpose, the "Fair Market Value" of the stock subject to
         options shall be determined as of the date the options were awarded. In
         reducing the number of options treated as incentive stock options to
         meet the $100,000 limit, the most recently granted options shall be
         reduced first. To the extent a reduction of simultaneously granted
         options is necessary to meet the $100,000 limit, the Committee may, in
         the manner and to the extent permitted by law, designate which Shares
         are to be treated as shares acquired pursuant to the exercise of an
         Incentive Stock Option.

                  (b) Option Period. Each Option and all rights thereunder shall
         expire no later than 10 years after the Option is granted.

                  (c) Other Code Limits. Incentive Stock Options may only be
         granted to key Employees of the Company or its Affiliates. There shall
         be imposed in any Option Agreement relating to Incentive Stock Options
         such other terms and conditions as from time to time are required in
         order that the Option be an "incentive stock option" as that term is
         defined in Section 422 of the Code.

                  (d) Limits on 10% Holders. No Incentive Stock Option may be
         granted to any person who, at the time the Option is granted, owns (or
         is deemed to own under Section 424(d) of the Code) shares of
         outstanding Shares possessing more than 10% of the total combined
         voting power of all classes of stock of the Company or of any
         Affiliate, unless the exercise price of such Option is at least 110% of
         the Fair Market Value of the stock subject to the Option and such
         Option by its terms is not exercisable after the expiration of five
         years from the date such Option is granted.

         5.8 SHARE APPRECIATION RIGHTS. The Committee may grant Share
Appreciation Rights under the Plan. Each Share Appreciation Right shall be
evidenced by a Share Appreciation Right Agreement which shall specify the term
of the Share Appreciation Right as well as vesting and termination provisions.
Subject to the terms of the Plan, a Share Appreciation Right granted under the
Plan shall confer on the Holder a right to receive, upon exercise thereof,
payment of an amount equal to the excess of (a) the Fair Market Value of one
Share on the date of exercise over the (b) the grant price of the right, which
shall not be less than the Fair Market Value of one Share on the date of grant
of the Share Appreciation Right and in no event less than par value of one
Share. The Committee may impose such conditions or restrictions on the exercise
of any Share Appreciation Right as it may deem appropriate.

         The Committee, in its sole discretion, shall determine the form in
which payment shall be made of the amount determined under preceding paragraph,
either solely in cash, solely in Shares (valued at Fair Market Value on the date
of exercise of the Share Appreciation Right), or partly in Shares and partly in
cash, provided that the Committee shall have determined that such exercise and
payment are consistent with applicable law. To the extent that a Share
Appreciation Right is exercised, only the actual number of delivered Shares
shall be charged against the maximum amount of Shares that may be delivered
pursuant to Awards under this Plan. The





                                      V-4
<PAGE>

number of shares subject to the Share Appreciation Right shall, however, be
reduced by the number of underlying shares as to which the exercise related,
unless the Share Appreciation Right Agreement otherwise provides.

         5.9 NO RIGHTS AS SHAREHOLDER. A Holder of an Option or Share
Appreciation Right, as such, shall have no rights as a shareholder.






                                      V-5
<PAGE>

                                   ARTICLE VI

                             RESTRICTED SHARE AWARDS

         6.1 RESTRICTED SHARE AWARDS. The Committee may make Awards of
Restricted Shares to eligible persons selected by it. The amount of, the vesting
and the transferability restrictions applicable to any Restricted Share Award
shall be determined by the Committee in its sole discretion. If the Committee
imposes vesting or transferability restrictions on a Holder's rights with
respect to Restricted Shares, the Committee may issue such instructions to the
Company's share transfer agent in connection therewith as it deems appropriate.
The Committee may also cause the certificate for Shares issued pursuant to a
Restricted Share Award to be imprinted with any legend which counsel for the
Company considers advisable with respect to the restrictions or, should the
Shares be represented by book or electronic entry rather than a certificate, the
Company may take such steps to restrict transfer of the Shares as counsel for
the Company considers necessary or advisable to comply with applicable law.

         Each Restricted Share Award shall be evidenced by a Restricted Share
Award Agreement that contains any vesting, transferability restrictions and
other provisions not inconsistent with the Plan as the Committee may specify.

         6.2 HOLDER'S RIGHTS AS SHAREHOLDER. Subject to the terms and conditions
of the Plan, each Holder of Restricted Shares shall have all the rights of a
shareholder with respect to the Shares included in the Award during any period
in which such Shares are subject to forfeiture and restrictions on transfer,
including without limitation, the right to vote such Shares, if unrestricted
Shares of the same class have the right to vote. Dividends paid with respect to
Restricted Shares in cash or property other than Shares or rights to acquire
Shares shall be paid to the Holder currently. Dividends paid in Shares or rights
to acquire Shares shall be added to and become a part of the Restricted Shares.




                                      VI-1
<PAGE>




                                   ARTICLE VII

                            PERFORMANCE SHARE AWARDS

         7.1 PERFORMANCE SHARE AWARDS. The Committee may make Awards of
Performance Shares to eligible persons selected by it. The amount of, the
vesting and the transferability restrictions applicable to any Performance Share
Award shall be based upon the attainment of such Performance Goals as the
Committee may determine. A Performance Goal for a particular Performance Share
Award must be established by the Committee prior to the earlier to occur of (x)
90 days after the commencement of the period of service to which the Performance
Goal relates or (y) the lapse of 25 percent of the period of service, and in any
event while the outcome is substantially uncertain. A Performance Goal must be
objective such that a third party having knowledge of the relevant facts could
determine whether the goal is met. Such a Performance Goal may be based on one
or more business criteria that apply to the Holder, one or more business units
of the Company, or the Company as a whole, with reference to one or more of the
following: earnings per share, earnings per share growth, total shareholder
return, economic value added, cash return on capitalization, increased revenue,
revenue ratios (per employee or per customer), net income, stock price, market
share, return on equity, return on assets, return on capital, return on capital
compared to cost of capital, return on capital employed, return on invested
capital, shareholder value, net cash flow, operating income, earnings before
interest and taxes, cash flow, cash flow from operations, cost reductions, cost
ratios (per employee or per customer), proceeds from dispositions, project
completion time and budget goals, net cash flow before financing activities,
customer growth and total market value. Goals may also be based on performance
relative to a peer group of companies. Unless otherwise stated, such a
Performance Goal need not be based upon an increase or positive result under a
particular business criterion and could include, for example, maintaining the
status quo or limiting economic losses (measured, in each case, by reference to
specific business criteria). In interpreting Plan provisions applicable to
Performance Goals and Performance Share Awards, it is intended that the Plan
will conform with the standards of Section 162(m) of the Code and Treasury
Regulations Section 1.162-27(e)(2)(i), and the Committee in establishing such
goals and interpreting the Plan shall be guided by such provisions. Prior to the
payment of any compensation based on the achievement of Performance Goals, the
Committee must certify in writing that applicable Performance Goals and any of
the material terms thereof were, in fact, satisfied. Subject to the foregoing
provisions, the terms, conditions and limitations applicable to any Performance
Share Awards made pursuant to the Plan shall be determined by the Committee. If
the Committee imposes vesting or transferability restrictions on a Holder's
rights with respect to Performance Shares, the Committee may issue such
instructions to the Company's share transfer agent in connection therewith as it
deems appropriate. The Committee may also cause the certificate for Shares
issued pursuant to a Performance Share Award to be imprinted with any legend
which counsel for the Company considers advisable with respect to the
restrictions or, should the Shares be represented by book or electronic entry
rather than a certificate, the Company may take such steps to restrict transfer
of the Shares as counsel for the Company considers necessary or advisable to
comply with applicable law.




                                      VII-1
<PAGE>

         Each Performance Share Award shall be evidenced by a Performance Share
Award Agreement that contains any vesting, transferability restrictions and
other provisions not inconsistent with the Plan as the Committee may specify.

         7.2 HOLDER'S RIGHTS AS SHAREHOLDER. Subject to the terms and conditions
of the Plan, each Holder of Performance Shares shall have all the rights of a
shareholder with respect to the Shares included in the Award during any period
in which such Shares are subject to forfeiture and restrictions on transfer,
including without limitation, the right to vote such Shares, if unrestricted
Shares of the same class have the right to vote. Dividends paid with respect to
Performance Shares in cash or property other than Shares or rights to acquire
Shares shall be paid to the Holder currently. Dividends paid in Shares or rights
to acquire Shares shall be added to and become a part of the Performance Shares.

         7.3 INCREASES PROHIBITED. None of the Committee nor, the Board of the
Company may increase the amount of compensation payable under a Performance
Share Award. If the time at which a Performance Share Award will vest is
accelerated for any reason, the number of Shares subject to the Performance
Share Award shall be reduced pursuant to Department of Treasury Regulation
section 1.162-27(e)(2)(iii) to reasonably reflect the time value of money.




                                      VII-2


<PAGE>


                                  ARTICLE VIII

                           DEFERRED SHARE UNIT AWARDS


         8.1 DEFERRED SHARE UNIT AWARDS. The Committee may make Awards of
Deferred Share Units to eligible persons selected by it. The amount of, the
vesting and the transferability restrictions applicable to any Deferred Share
Unit Award shall be determined by the Committee in its sole discretion. The
Committee shall maintain a bookkeeping ledger account which reflects the number
of Deferred Share Units credited under the Plan for the benefit of a Holder.

         Each Deferred Share Unit Award shall be evidenced by a Deferred Share
Unit Award Agreement that contains any vesting, transferability restrictions and
other provisions not inconsistent with the Plan as the Committee may specify.
Deferred Share Unit Awards shall be similar to Restricted Shares except that no
Shares are actually transferred to the Holder until a later date specified in
the Holder's Deferred Share Unit Award Agreement. Each Deferred Share Unit shall
have a value equal to the Fair Market Value of a Share.

         8.2 PAYMENTS UNDER DEFERRED SHARE UNIT AWARDS. Payments pursuant to a
Deferred Share Unit Awards shall be made at such time as the Committee specifies
in the Holder's Award Agreement. Payment under a Deferred Share Unit Award shall
be made in Shares that have an aggregate Fair Market Value equal to the value of
the Deferred Share Units.

         At the discretion of the Committee, Holders of Deferred Share Unit
Awards may be entitled to be credited with dividend units with respect to
dividends declared with respect to Shares. Any such dividends may be subject to
the same vesting and payout restrictions as apply to the Holder's original
Deferred Share Unit Awards.

         8.3 HOLDER'S RIGHTS AS SHAREHOLDER. Subject to the terms and conditions
of the Plan, each Holder of Deferred Share Units shall have no rights of a
shareholder with respect to the Holder's Deferred Share Units.


                                     VIII-1
<PAGE>





                                   ARTICLE IX

                               SUBSTITUTION AWARDS

         Awards may be granted under the Plan from time to time in substitution
for options and stock awards held by employees of other corporations who are
about to become employees of or affiliated with the Company or any Affiliate as
the result of a merger or consolidation of the employing corporation with the
Company or any Affiliate, or the acquisition by the Company or any Affiliate of
the assets of the employing corporation, or the acquisition by the Company or
any Affiliate of shares of the employing corporation as the result of which it
becomes an Affiliate of the Company. The terms and conditions of the substitute
Awards granted may vary from the terms and conditions set out in the Plan to the
extent the Committee, at the time of grant, may deem appropriate to conform, in
whole or in part, to the provisions of the options and stock awards in
substitution for which they are granted.



                                      IX-1
<PAGE>


                                    ARTICLE X

                                 ADMINISTRATION

         The Plan shall be administered by the Committee. All questions of
interpretation and application of the Plan and Awards shall be subject to the
determination of the Committee. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by a majority vote at a meeting properly called and held. The Plan shall be
administered in such a manner as to permit the Options which are designated as
Incentive Stock Options to qualify as Incentive Stock Options. In carrying out
its authority under the Plan, the Committee shall have full and final authority
and discretion, including but not limited to the following rights, powers and
authorities, to:

                  (a) determine the persons to whom and the time or times at
         which Awards will be made;

                  (b) determine the number and exercise price of Shares covered
         in each Award, subject to the terms of the Plan;

                  (c) determine the terms, provisions and conditions of each
         Award, which need not be identical and need not match the default terms
         set forth in the Plan;

                  (d) accelerate the time at which any outstanding Option or
         Share Appreciation Right may be exercised or Restricted Share Award or
         Deferred Share Unit Award will vest;

                  (e) subject to Section 7.3, accelerate the time at which any
         Performance Share Award will vest;

                  (f) prescribe, amend and rescind rules and regulations
         relating to administration of the Plan; and

                  (g) make all other determinations and take all other actions
         deemed necessary, appropriate or advisable for the proper
         administration of the Plan.

         The actions of the Committee in exercising all of the rights, powers,
and authorities set out in this Article and all other Articles of the Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.

         Notwithstanding any provision of the Plan to the contrary, neither the
Committee nor the Board shall have the power to cancel an Option with an
exercise price that exceeds the Fair Market Value of the Shares that may be
purchased under such Option on the date of cancellation without the approval of
the Company's shareholders.



                                       X-1
<PAGE>







                                   ARTICLE XI

                        AMENDMENT OR TERMINATION OF PLAN

         The Committee may amend, terminate or suspend the Plan at any time, in
its sole and absolute discretion. However, to the extent required under Section
162, 422 or 424 of the Code or any other applicable law, or deemed necessary or
advisable by the Board, any amendment to the Plan shall be subject to
shareholder approval.






                                      XI-1

<PAGE>


                                   ARTICLE XII

                                  MISCELLANEOUS

         12.1 NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside
nor shall a trust fund of any kind be established to secure the rights of any
Holder under the Plan. All Holders shall at all times rely solely upon the
general credit of the Company for the payment of any benefit which becomes
payable under the Plan.

         12.2 NO EMPLOYMENT OR AFFILIATION OBLIGATION. The granting of any Award
shall not constitute an employment contract, express or implied, nor impose upon
the Company or any Affiliate any obligation to employ or continue to employ, or
utilize the services of, any Holder. The right of the Company or any Affiliate
to terminate the employment or affiliation of any person shall not be diminished
or affected by reason of the fact that an Award has been granted to him.

         12.3 FORFEITURE. Notwithstanding any other provisions of the Plan, an
Option Agreement, Share Appreciation Right Agreement, Restricted Share
Agreement, Deferred Share Unit Agreement or Performance Share Agreement if the
Committee finds by a majority vote after full consideration of the facts that
the Holder, before or after termination of such Holder's employment or
affiliation relationship with the Company or an Affiliate for any reason
committed or engaged in willful misconduct, gross negligence, a breach of
fiduciary duty, fraud, embezzlement, theft, a felony, a crime involving moral
turpitude or proven dishonesty in the course of such Holder's employment by or
affiliation with the Company or an Affiliate, the Holder shall forfeit all
outstanding Awards. The decision of the Committee shall be final. No decision of
the Committee, however, shall affect the finality of the discharge of the Holder
by the Company or an Affiliate in any manner.

         12.4 TAX WITHHOLDING. Except with respect to each Holder who is a
Non-Employee Director, the Company or any Affiliate shall be entitled to deduct
from other compensation payable to each Holder any sums required by federal,
state or local tax law to be withheld with respect to the vesting or exercise of
an Option or Share Appreciation Right, or lapse of restrictions on Restricted
Shares or Performance Shares. In the alternative, the Company may require the
Holder of an Award to pay such sums for taxes directly to the Company or any
Affiliate in cash or by check within ten days after the date of vesting,
exercise or lapse of restrictions. In the discretion of the Committee, and with
the consent of the Holder, the Company may reduce the number of Shares issued to
the Holder upon such Holder's exercise of an Option to satisfy the tax
withholding obligations of the Company or an Affiliate; provided that the Fair
Market Value of the Shares held back shall not exceed the Company's or the
Affiliate's minimum statutory withholding tax obligations. The Committee may, in
its discretion, permit a Holder to satisfy any minimum tax withholding
obligations arising upon the vesting of Restricted Shares or Performance Shares
by delivering to the Holder of the Restricted Share Award or Performance Share
Award a reduced number of Shares in the manner specified herein. If permitted by
the Committee and acceptable to the Holder, at the time of vesting of Restricted
Shares or Performance Shares, the Company shall (i) calculate the amount of the
Company's or an Affiliate's minimum statutory tax withholding obligation on the
assumption





                                     XII-1
<PAGE>

that all such vested Restricted Shares are made available for delivery, (ii)
reduce the number of such Shares made available for delivery so that the Fair
Market Value of the Shares withheld on the vesting date approximates the minimum
amount of tax the Company or an Affiliate is obliged to withhold and (iii) in
lieu of the withheld Shares, remit cash to the United States Treasury and other
applicable governmental authorities, on behalf of the Holder, in the amount of
the minimum withholding tax due. The Company shall withhold only whole Shares to
satisfy its minimum withholding obligation. Where the Fair Market Value of the
withheld Shares does not equal the Company's minimum withholding tax obligation,
the Company shall withhold Shares with a Fair Market Value slightly less than
the amount of its minimum withholding obligation and the Holder of the
Restricted Share Award, Deferred Share Unit Award or Performance Share Award
must satisfy the remaining minimum withholding obligation in some other manner
permitted under this Section 12.4. The withheld Shares not made available for
delivery by the Company shall be retained as treasury shares or will be
cancelled and, in either case, the Holder's right, title and interest in such
Shares shall terminate. The Company shall have no obligation upon vesting or
exercise of any Option, Share Appreciation Right or Deferred Share Unit or lapse
of restrictions on Restricted Shares or Performance Shares until the Company or
an Affiliate has received payment sufficient to cover all minimum tax
withholding amounts due with respect to that vesting, exercise or lapse of
restrictions. Neither the Company nor any Affiliate shall be obligated to advise
a Holder of the existence of the tax or the amount which it will be required to
withhold.

         12.5 WRITTEN AGREEMENT. Each Award shall be embodied in a written
agreement which shall be subject to the terms and conditions of the Plan and
shall be signed by the Holder and by a member of the Committee on behalf of the
Committee and the Company or an executive officer of the Company, other than the
Holder, on behalf of the Company. The agreement may contain any other provisions
that the Committee in its discretion shall deem advisable which are not
inconsistent with the terms of the Plan.

         12.6 INDEMNIFICATION OF THE COMMITTEE. The Company shall indemnify each
present and future member of the Committee against, and each member of the
Committee shall be entitled without further action on his or her part to
indemnity from the Company for, all expenses (including attorney's fees, the
amount of judgments and the amount of approved settlements made with a view to
the curtailment of costs of litigation, other than amounts paid to the Company
itself) reasonably incurred by such member in connection with or arising out of
any action, suit or proceeding in which such member may be involved by reason of
such member being or having been a member of the Committee, whether or not he or
she continues to be a member of the Committee at the time of incurring the
expenses, including, without limitation, matters as to which such member shall
be finally adjudged in any action, suit or proceeding to have been negligent in
the performance of such member's duty as a member of the Committee. However,
this indemnity shall not include any expenses incurred by any member of the
Committee in respect of matters as to which such member shall be finally
adjudged in any action, suit or proceeding to have been guilty of gross
negligence or willful misconduct in the performance of his duty as a member of
the Committee. In addition, no right of indemnification under the Plan shall be
available to or enforceable by any member of the Committee unless, within 60
days after institution of any action, suit or proceeding, such member shall have
offered the Company, in writing, the opportunity to handle and defend same at
its own expense. This





                                     XII-2
<PAGE>

right of indemnification shall inure to the benefit of the heirs, executors or
administrators of each member of the Committee and shall be in addition to all
other rights to which a member of the Committee may be entitled as a matter of
law, contract or otherwise.

         12.7 GENDER. If the context requires, words of one gender when used in
the Plan shall include the other and words used in the singular or plural shall
include the other.

         12.8 HEADINGS. Headings of Articles and Sections are included for
convenience of reference only and do not constitute part of the Plan and shall
not be used in construing the terms of the Plan.

         12.9 OTHER COMPENSATION PLANS. The adoption of the Plan shall not
affect any other option, incentive or other compensation or benefit plans in
effect for the Company or any Affiliate, nor shall the Plan preclude the Company
from establishing any other forms of incentive compensation arrangements for
Employees.

         12.10 OTHER AWARDS. The grant of an Award shall not confer upon the
Holder the right to receive any future or other Awards under the Plan, whether
or not Awards may be granted to similarly situated Holders, or the right to
receive future Awards upon the same terms or conditions as previously granted.

         12.11 PERSONS RESIDING OUTSIDE OF THE UNITED STATES. Notwithstanding
any provision of the Plan to the contrary, in order to comply with the laws in
other countries in which the Company and its Affiliates operate or have
Employees, the Committee, in its sole discretion, shall have the power and
authority to:

                  (a) determine which Affiliates shall be covered by the Plan;

                  (b) determine which persons employed outside the United States
         are eligible to participate in the Plan;

                  (c) amend or vary the terms of the Plan and the terms and
         conditions of any Award granted to persons who reside outside the
         United States;

                  (d) establish subplans and modify exercise procedures and
         other terms and procedures to the extent such actions may be necessary
         or advisable. Any subplans and modifications to Plan terms and
         procedures established under this Section 12.11 by the Committee shall
         be attached to the Plan document as Appendices; and

                  (e) take any action, before or after an Award is made, that it
         deems advisable to obtain or comply with any necessary local government
         regulatory exemptions or approvals.

         Notwithstanding the above, the Committee may not take any actions
hereunder, and no Awards shall be granted, that would violate the Exchange Act,
the Code, any securities law or governing statute or any other applicable law.




                                     XII-3
<PAGE>

         12.12 GOVERNING LAW. The provisions of the Plan shall be construed,
administered and governed under the laws of the State of Texas.






                                     XII-4