X0202 4 2007-01-12 1 0000028866 VERITAS DGC INC VTS 0001188760 WORK DAVID F 10300 TOWN PARK DRIVE HOUSTON TX 77072 1 0 0 0 Non-Qualified Stock Option (right to buy) 19.42 2007-01-12 4 D 0 10000 0 D 2009-06-02 Common Stock 10000 0 D Non-Qualified Stock Option (right to buy) 31.94 2007-01-12 4 D 0 6000 0 D 2005-10-17 2010-10-17 Common Stock 6000 0 D Pursuant to the terms of the Agreement and Plan of Merger dated as of September 4, 2006 (the "Merger Agreement") by and among Compagnie Generale de Geophysique ("CGG"), Volnay Acquisition Co. I, Volnay Acquisition Co. II and Veritas DGC Inc. ("Veritas"), immediately prior to the effective time of merger, each stock option granted by Veritas to purchase shares of Veritas Common Stock pursuant to the stock option plan that is outstanding and unexercised immediately prior to the effective time of the merger, whether or not vested, will be cancelled and converted into the right to receive, for each share of Veritas Common Stock subject to such stock option immediately prior to such cancellation and conversion, an amount in cash equal to the excess, if any, of $85.50 over the exercise price per share under such stock option immediately prior to such cancellation and conversion (less any applicable withholding taxes). This Option provided for vesting in four equal annual installments beginning 6/2/2004. Larry L. Worden, by power of attorney 2007-01-16