EXHIBIT 10.2  RESTRICTED STOCK
AGREEMENT  THIS RESTRICTED STOCK AGREEMENT(the Agreement) is made and entered into by and between Veritas
DGC Inc., a Delaware corporation (the Company) and                                    
(the Holder) on this                
day of                                    ,
200      pursuant to the Veritas DGC Inc. Share
Incentive Plan (the Plan), which
is incorporated by reference herein in its entirety.  WHEREAS, the Company desires to grant to the
Holder                          
shares of the Companys common stock, par value $.01 per share (the Common Stock), subject to the terms and conditions of this
Agreement, with a view to increasing the Holders equity interest in the
Company; and  WHEREAS, the Holder desires to have the
opportunity to hold shares of Common Stock subject to the terms and conditions
of this Agreement;  NOW, THEREFORE, in consideration of the
premises, mutual covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree
as follows:  1.Definitions.  For purposes of this Agreement, the following
terms shall have the meanings indicated:  a.Forfeiture
Restrictions shall mean any prohibitions and restrictions set forth herein
with respect to the sale or other disposition of shares of Common Stock issued
to the Holder hereunder and the obligation to forfeit and surrender such shares
to the Company.  b.Restricted
Shares shall mean shares of Common Stock that are subject to the Forfeiture
Restrictions under this Agreement.  Capitalized
terms not otherwise defined in this Agreement shall have the meanings given to
such terms in the Plan.  2.Grant
of Restricted Shares.  On the
date of this Agreement, the Company shall cause its stock transfer agent to
note the ownership in Holders name of                          
shares of Common Stock as Restricted Shares. Based on such book entry in the
Holders name, the Holder shall have, except for the Forfeiture Restrictions,
all of the rights of a stockholder of Company with respect to such Restricted
Shares, including, without limitation, the right to receive any dividends or
distributions allocable thereto and all voting rights appurtenant thereto.  Once the Forfeiture Restrictions are no
longer applicable to the shares of Common Stock, or any portion thereof, the
Company shall cause a stock certificate representing only those shares of
Common Stock that are no longer subject to the Forfeiture Restrictions to be
issued to Holder.  On the date of this
Agreement, the Holder shall deliver to the Company all stock powers, endorsed
in blank, relating to the Restricted Shares.  3.Transfer
Restrictions.  Except as specified
herein, the shares of Common Stock granted hereby may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or
disposed of to the extent then subject to the Forfeiture Restrictions.  Any such attempted sale, assignment, pledge,
exchange, hypothecation, transfer, encumbrance or disposition in violation of
this Agreement shall be void and the Company shall not be bound thereby.  Further, the shares of Common Stock granted
hereby that are no longer subject to


Forfeiture
Restrictions may not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable federal or state securities laws.  The Holder also agrees (i) that Company
may refuse to register the transfer of the Restricted Shares on the stock
transfer records of Company if such proposed transfer would in the opinion of
counsel satisfactory to the Company constitute a violation of any applicable
securities law and (ii) that the Company may give related instructions to
its transfer agent, if any, to stop registration of the transfer of the
Restricted Shares.  Nothing in this
Agreement shall prevent the Holder from transferring his interest in the
Restricted Shares by will or by the applicable laws of descent and distribution.  4.Vesting.  Except as specified in this Section 4,
the Common Stock that is granted hereby shall be subject to Forfeiture
Restrictions.  The Forfeiture
Restrictions shall lapse as to the Common Stock that is granted hereby in
accordance with the following schedule provided that the Holders
employment or affiliation relationship with the Company has not terminated
prior to the lapse date:  Lapse Date
  
  Number of
  Restricted Shares as to
  which Forfeiture
  Restrictions Lapse
  Notwithstanding the foregoing provisions of this Section 4,
in the event the Holders employment or affiliation relationship with Company
is terminated prior to                                              
(i) due to the death or Disability of the Holder, or (ii) due to a
Change in Control, then, in any such event, all remaining Forfeiture
Restrictions shall immediately lapse.  If
the Holders employment or affiliation relationship with the Company terminates
before the lapse date, except as specified in the preceding sentence, the
Forfeiture Restrictions then applicable to the Restricted Shares shall not
lapse and the number of Restricted Shares then subject to the Forfeiture
Restrictions shall be forfeited to the Company. 
Upon the lapse of the Forfeiture Restrictions with respect to shares of
Common Stock granted hereby the Company shall deliver to the Holder a stock
certificate representing such shares of Common Stock, and such shares of Common
Stock shall be transferable by the Holder (except to the extent that any
proposed transfer would, in the opinion of counsel satisfactory to the Company,
constitute a violation of applicable securities law).  5.Capital
Adjustments and Reorganizations. 
The existence of the Restricted Shares shall not affect in any way the right
or power of the Company to make or authorize any adjustment, recapitalization,
reorganization or other change in the Companys capital structure or its
business, any merger or consolidation of the Company, any issue of debt or
equity securities, the dissolution or liquidation of the Company, or any sale,
lease, exchange or other disposition of all or any part of its assets or
business, or any other corporate act or proceeding.  6.Tax
Withholding.  To the extent that
the receipt of the Restricted Shares or the lapse of any Forfeiture
Restrictions results in income to the Holder for federal, state or local income
tax purposes with respect to which the Company has a withholding obligation,
the Holder shall deliver to the Company at the time of such receipt or lapse,
as the case may be, such amount of money as the Company may require to meet its
obligation under applicable tax laws or regulations, and, if the Holder fails
to do so, the Company is authorized to withhold from the Common Shares granted
hereby or from any cash or stock remuneration then or thereafter payable to the
Holder any tax required to be withheld by reason of such resulting income.  2


7.Consideration
Paid for Shares.  As
consideration for the issuance of the Restricted Shares, the Holder shall pay
the Company the par value of such Restricted Shares.  8.Employment
or Affiliation Relationship.  For
purposes of this Agreement, the Holder shall be considered to be in the
employment of the Company as long as the Holder has an employment or
affiliation relationship with the Company. 
The Committee shall determine any questions as to whether and when there
has been a termination of such employment or affiliation relationship, and the
cause of such termination, under the Plan and the Committees determination
shall be final and binding on all persons.  9.Section 83(b) Election.  The Holder shall not exercise the election
permitted under section 83(b) of the Internal Revenue Code of 1986,
as amended, with respect to the Restricted Shares without the written approval
of the Chief Financial Officer of the Company. 
If the Chief Financial Officer permits the election, the Holder shall
timely pay the Company the amount necessary to satisfy the Companys attendant
tax withholding obligations, if any.  10.No
Fractional Shares.  All
provisions of this Agreement concern whole shares of Common Stock.  If the application of any provision hereunder
would yield a fractional share, such fractional share shall be rounded down to
the next whole share if it is less than 0.5 and rounded up to the next whole
share if it is 0.5 or more.  11.Not
an Employment or Affiliation Agreement. 
This Agreement is not an employment or affiliation agreement, and no
provision of this Agreement shall be construed or interpreted to create an
employment relationship between the Holder and the Company or guarantee the
right to remain employed by or affiliated with the Company for any specified
term.  12.Notices.  Any notice, instruction, authorization,
request or demand required hereunder shall be in writing, and shall be
delivered either by personal delivery, by telegram, telex, telecopy or similar
facsimile means, by certified or registered mail, return receipt requested, or
by courier or delivery service, addressed to the Company at the address
indicated beneath its signature on the execution page of this Agreement,
and to the Holder at the Holders address indicated on the Companys stock
records, or at such other address and number as a party shall have previously
designated by written notice given to the other party in the manner hereinabove
set forth.  Notices shall be deemed given
when received, if sent by facsimile means (confirmation of such receipt by
confirmed facsimile transmission being deemed receipt of communications sent by
facsimile means); and when delivered and receipted for (or upon the date of
attempted delivery where delivery is refused), if hand-delivered, sent by
express courier or delivery service, or sent by certified or registered mail,
return receipt requested.  13.Amendment
and Waiver.  This Agreement may
be amended, modified or superseded only by written instrument executed by the
Company and the Holder.  Only a written
instrument executed and delivered by the party waiving compliance hereof shall
make any waiver of the terms or conditions. 
Any waiver granted by the Company shall be effective only if executed
and delivered by a duly authorized executive officer of the Company other than
the Holder.  The failure of any party at
any time or times to require performance of any provisions hereof shall in no
manner effect the right to enforce the same. 
No waiver by any party of any term or condition, or the breach of any term
or condition contained in this Agreement, in one or more instances, shall be
construed as a continuing waiver of any such condition or breach, a waiver of
any other condition, or the breach of any other term or condition.  14.Governing
Law and Severability.  This
Agreement shall be governed by the laws of the State of Texas without regard to
its conflicts of law provisions. 
The invalidity of any provision of this Agreement shall not affect
any other provision of this Agreement, which shall remain in full force and
effect.  3


15.Successors
and Assigns.  Subject to the
limitations which this Agreement imposes upon the transferability of the shares
of Common Stock granted hereby, this Agreement shall bind, be enforceable by
and inure to the benefit of the Company and its successors and assigns, and to
the Holder, his permitted assigns and upon the Holders death, the Holders
estate and beneficiaries thereof (whether by will or the laws of descent and
distribution), executors, administrators, agents, legal and personal
representatives.  16.Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be an original for all purposes but all of
which taken together shall constitute but one and the same instrument.  IN WITNESS WHEREOF, Company has caused this
Agreement to be duly executed by an officer thereunto duly authorized, and the
Holder has executed this Agreement, all as of the date first above written.  COMPANY:VERITAS DGC INC.By:Scott SmithCorporate Vice President of Human Resources10300 Town ParkHouston, Texas 77072HOLDER:  4


IRREVOCABLE
STOCK POWER  KNOW ALL MEN BY THESE PRESENTS,
That the undersigned, For
Value Received, has bargained, sold, assigned and transferred
and by these presents does bargain, sell, assign and transfer unto Veritas DGC
Inc., a Delaware Corporation (the Company),                               
shares of common stock, $.01 par value, of the Company, Standing in the
undersigneds name on the books of the Company; and
subject to and in accordance with The Restricted Stock Agreement dated                                              
between the Company and the undersigned does hereby constitute and appoint                                                                                      
its true and lawful attorney, IRREVOCABLY, for the undersigned and in its name
and stead, to sell assign, transfer, hypothecate, pledge and make over all or
any part of the said stock and for that purpose to make and execute all
necessary acts of assignment and transfer thereof, and to substitute one or
more persons with like full power, hereby ratifying and confirming all that said
Attorney or his substitutes shall lawfully do by virtue hereof.  In Witness Whereof,
the undersigned has hereunto set its hand on this                
day of                                              .