THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Veritas DGC Inc. (VTS)

10/28/2005 Proxy Information

Stephen J. Ludlow is currently a director and vice chairman of Veritas DGC and has served in that capacity since January 1999. Mr. Ludlow will cease to be a director and vice chairman effective with the 2005 annual meeting of stockholders, and, as of that time, will become executive vice president of Veritas DGC. He will serve in that capacity until his retirement on March 31, 2006.

6/1/2005 Proxy Information

Mr. Ludlow became Vice Chairman of Veritas DGC in January 1999. From August 1996, upon consummation of the business combination between Veritas DGC (formerly Digicon Inc.) and Veritas Energy SerVices until January 1999, he was President and Chief Operating Officer of Veritas DGC Inc. He has been employed by Veritas DGC for 33 years and served as President and Chief Executive Officer of Veritas DGC from 1994 to 1996. Prior to 1994, he served as Executive Vice President of Veritas DGC for four years following eight years of service in a variety of management positions with increasing levels of responsibility, including several years of serVice as the Executive responsible for operations in Europe, Africa and the Middle East.

On August 21 2002, we acquired Hampson-Russell Software Services Ltd., a Canadian provider of software tools and consulting services related to reservoir interpretation. Under the terms of the agreement, we acquired substantially all of the assets of Hampson-Russell in exchange for a cash payment of $9,250,000, transfer of 589,623 shares of Veritas common stock ($12.30 per share), and Hampson-Russell's right to receive a percentage of the revenues generated by the purchased assets over the five years following the closing of the transaction, provided that certain financial targets are obtained. David B. Robson, our chairman and chief executive officer until March 1, 2004, beneficially owns and controls Vada Industries Ltd., an Alberta corporation which was a 25% shareholder of Hampson- Russell at the time of the acquisition. The purchase price was determined at arm's length and was approved by our Board without Mr. Robson's presence or participation. We believe that the price paid was no less favorable to us than would have been obtained from a wholly unrelated party.

Until April 2004, our Canadian subsidiary, Veritas Energy Services Inc., provided to Vada certain payroll services and allowed Vada's three employees, including Mr. Robson's two sons, to participate in the same group health, dental and life insurance programs we maintain for our Canadian employees. Vada paid Veritas Energy Services on a monthly basis for costs incurred on Vada's behalf. For the year ended July 31, 2004, the reimbursement by Vada of costs incurred by Veritas Energy Services amounted to approximately $246,596. In addition, until June 2004, Veritas Energy Services provided Vada with two offices and certain office services in Calgary. Vada paid Veritas Energy Services a monthly payment approximately equal to Veritas Energy Services' cost. For the fiscal year ended July 31, 2004, Vada paid Veritas Energy Services approximately $14,101 for such offices and office services. Neither Veritas Energy Services nor any of our other affiliates has, since June 2004, provided any services to Vada or any other affiliate of Mr. Robson.

10/27/2003 Proxy Information

Mr. Ludlow became Vice Chairman of Veritas DGC Inc. in January 1999. From August 1996, upon consummation of the business combination between Veritas DGC (formerly Digicon Inc.) and Veritas Energy SerVices until January 1999, he was President and Chief operating Officer of Veritas DGC Inc. He has been employed by Veritas DGC for 31 years and served as President and Chief Executive Officer of Veritas DGC from 1994 to 1996. Prior to 1994, he served as Executive Vice President of Veritas DGC for four years following eight years of service in a variety of management positions with increasing levels of responsibility, including several years of serVice as the Executive responsible for operations in Europe, Africa and the Middle East.

Mr. Fichtner retired from his position as Executive Vice President of Corporate Communications of Veritas DGC in December 1998, a position he had held since August 1996, upon consummation of the business combination between Veritas DGC, then known as Digicon Inc., and Veritas Energy Services.