EXHIBIT 10.34  VERITAS DGC INC. SHARE INCENTIVE PLAN
DEFERRED SHARE UNIT
AWARD AND DEFERRAL AGREEMENT  THIS AWARD AGREEMENT (this Agreement) is made
between Veritas DGC Inc., a Delaware corporation (Veritas), and 
(the Holder) effective as of January 1, 20     (the Effective
Date).  Veritas considers that its
interests will be served by granting the Holder Deferred Share Units (DSUs)
under the Veritas DGC Inc. Share Incentive Plan (the Plan).  The award of DSUs granted hereby (the Award)
is subject to the terms of the Plan, a copy of which is attached hereto and
incorporated by reference herein. 
Capitalized terms that are not specifically defined in this Agreement
shall have the meanings ascribed to them in the Plan.  IT IS AGREED:  1.                     Deferral Election and Grant of Deferred Share Units.  Subject to the
terms of the Plan and this Agreement, effective as of the Effective Date, the
Holder hereby irrevocably elects to defer 100% of his Non-Employee Director
annual retainer fee for the 2004 calendar year, as elected by the Non-Employee
Director on the Deferred Share Unit Election Form, and Veritas hereby grants to
the Holder             DSUs.The number of DSUs was determined
by dividing (a) $(the aggregate amount of retainer fees to be paid to the Holder
during the 20     calendar year) but for the Holders
election to defer hereunder by  (b) $
(the Fair Market Value of one Share on the Effective Date).  2.                     Dividends.Each
time a dividend is paid to Veritass shareholders in cash or property other
than Shares, Veritas shall pay to the Holder currently, an amount equal to the
product of the number of DSUs then credited to the Holders bookkeeping ledger
account pursuant to this Agreement and the amount of the dividend per Share
paid by Veritas.  Each time a dividend or
distribution is paid to Veritass shareholders in Shares, the Holders
bookkeeping ledger account shall be credited with additional DSUs equal to the
number of Shares the Holder would have received pursuant to the dividend
distribution with respect to the DSUs then credited to his bookkeeping account
pursuant to this Agreement had he been the holder of record of the number of
underlying Shares to which such DSUs relate.  3.                     Vesting of Awards.  A Holder shall attain a vested interest in
25% of his Award at the beginning of each calendar quarter.  Except as specified in the preceding sentence
and in Section 4.5(e) of the Plan (pertaining to full vesting in the
event of the occurrence of a Change in Control), a Holder shall have no vested
interest in the DSUs credited to his bookkeeping ledger account, and to the
extent that the Holder does not then have a vested interest in the DSUs
credited to his bookkeeping ledger account on the date he ceases to serve as a
Non-Employee Director for any reason, such DSUs shall be immediately
forfeited.  4.                     Redemption Payments.  As soon as administratively practicable after
the earlier of (a) the date the Holder no longer serves as a Non-Employee
Director for any reason or (b) the


date of the occurrence of a Change in Control, Veritas
shall transfer to the Holder the number of Shares equal to the number of the
vested DSUs then credited to the Holders bookkeeping ledger account pursuant
to this Agreement.  5.                     No Interest on Award.  No interest shall be credited with respect to
the Award or any payment under the Award.  6.                     Notices.  Notices required or permitted to be given by
either party pursuant to this Agreement shall be in writing and shall be deemed
to have been given when delivered personally to the other party or when
deposited with the United States Postal Service as certified or registered mail
with postage prepaid and properly addressed, if to Veritas, at its principal
office, and if to the Holder, at the Holders residence address as it appears
on the books and records of Veritas.  7.                     Withholding Taxes.  Veritas may withhold from all payments to be
paid to the Holder pursuant to this Agreement all taxes that, by applicable
federal, state, local or other law of any applicable jurisdiction, Veritas is
required to so withhold.  8.                     Amendment and Waiver.  No provision of this Agreement may be
amended, modified or waived (whether by act or course of conduct or omission or
otherwise) unless that amendment, modification or waiver is by written
instrument signed by the parties hereto. 
No waiver by either party of any breach of this Agreement shall be
deemed a waiver of any other or subsequent breach.  9.                     Holder Acknowledgment.  The Holder
acknowledges that he has read and understands this Agreement, is fully aware of
its legal effect, has not acted in reliance upon any representations or
promises made by Veritas other than those contained in writing herein, and has
entered into this Agreement freely based on his own judgment.  10.                   Assignment by Veritas.  Veritas may assign this Agreement to any
successor (whether by merger, consolidation, conversion, or other business
combination, purchase of Veritass stock, sale, exchange or other transfer of
all or a majority of Veritass assets, or otherwise) to all or a controlling
interest in Veritass business, in which case this Agreement shall be binding
upon and inure to the benefit of such successors and assigns.  11.                   Negotiated Transaction.  The parties hereto (i) agree
that the provisions of this Agreement were negotiated by the parties hereto,
that each of the parties hereto has had the opportunity to be represented by
counsel during the negotiation and execution of this Agreement, and that this
Agreement shall be deemed to have been drafted by all of the parties hereto
and, therefore, (ii) waive the application of any law, regulation, holding
or rule of construction providing that ambiguities in an agreement or
other document will be construed against the party drafting such agreement or
document.  12.                   Governing Law.  The validity, interpretation, construction
and enforceability of this Agreement shall be governed by the laws of the State
of Texas  without giving effect to a
choice or conflict of law provision or rule of such state.  2


13.                   Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together will constitute the same instrument.  14.                   Headings and Number.  The section headings have been inserted
for purposes of convenience only and shall not be used for interpretive
purposes.  If the context requires it,
words used in the singular or plural shall include the other.  15.                   Entire Agreement.  This Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, and
supersedes all previous written or oral representations, agreements,
commitments and understandings between the parties, whether expressed or
implied.  The terms of this Agreement do
not amend or affect in any way any other agreements or understandings between
Veritas and the Holder.  16.                   Severability.  If a court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then the validity or unenforceability of this provision shall not affect the
validity or enforceability of any other provision of this Agreement, and all
other provisions shall remain in full force and effect.  IN WITNESS WHEREOF, Veritas and the Holder have
executed this Agreement effective as of the Effective Date.  VERITAS DGC INC.:By:HOLDER:Signature:Name:Date:  3