SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<Table>

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</Table>

QUINTILES TRANSNATIONAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Not Applicable
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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(Quintiles Transnational Logo)

4709 CREEKSTONE DRIVE
RIVERBIRCH BUILDING, SUITE 200
DURHAM, NORTH CAROLINA 27703-8411

---------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 2002

---------------------

You are cordially invited to attend the Annual Meeting of Shareholders of
Quintiles Transnational Corp. (the "Company") which will be held on Wednesday,
May 1, 2002 at 5:00 p.m., Eastern Daylight Saving Time, at the Sheraton Imperial
Hotel and Convention Center, 4700 Emperor Blvd., Durham, North Carolina 27703
for the following purposes:

(1) To elect three nominees to serve as Class II Directors with terms
continuing until the Annual Meeting of Shareholders in 2005;

(2) To approve the Company's 2002 Stock Option Plan;

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Shareholders of record at the close of business on March 11, 2002 are
entitled to notice of and to vote at the Annual Meeting and any and all
adjournments or postponements thereof.

By Order of the Board of Directors

JOHN S. RUSSELL
Executive Vice President and General
Counsel
Head Global Human Resources,
Corporate Secretary

Durham, North Carolina
April 2, 2002

IT IS DESIRABLE THAT YOUR SHARES OF STOCK BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING IN PERSON, PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN
THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING YOU MAY REVOKE YOUR PROXY AND
VOTE IN PERSON.

QUINTILES TRANSNATIONAL CORP.
4709 CREEKSTONE DRIVE
RIVERBIRCH BUILDING, SUITE 200
DURHAM, NORTH CAROLINA 27703-8411

PROXY STATEMENT

GENERAL INFORMATION

PROXY SOLICITATION

This Proxy Statement and the accompanying proxy card are being mailed to
shareholders on or about April 2, 2002, by the Board of Directors of Quintiles
Transnational Corp. (the "Company") in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders (the "Annual Meeting") to
be held at the Sheraton Imperial Hotel and Convention Center, 4700 Emperor
Blvd., Durham, North Carolina 27703 on May 1, 2002, at 5:00 p.m., Eastern
Daylight Saving Time, and at all adjournments or postponements thereof. The
Company will pay all expenses incurred in connection with this solicitation,
including postage, printing, handling and the actual expenses incurred by
custodians, nominees and fiduciaries in forwarding proxy materials to beneficial
owners. In addition to solicitation by mail, certain officers, Directors and
regular employees of the Company, who will receive no additional compensation
for their services, may solicit proxies by telephone, personal communication or
other means. The Company has retained Georgeson Shareholder Communications, Inc.
to aid in the search for shareholders and delivery of proxy materials.

PURPOSES OF MEETING

The principal purposes of the meeting are to: (1) elect three Class II
Directors for a term of three years; (2) approve the Company's 2002 Stock Option
Plan; and (3) transact such other business as may properly come before the
meeting or any adjournment or postponement thereof. The Board of Directors knows
of no matters other than those stated above to be brought before the meeting.

VOTING RIGHTS

If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. If the proxy card is signed and returned, but voting
directions are not made, the proxy will be voted in favor of the proposals set
forth in the accompanying "Notice of Annual Meeting of Shareholders" and in such
manner as the proxy holders named on the enclosed proxy card in their discretion
determine upon such other business as may properly come before the meeting or
any adjournment or postponement thereof. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before it is
voted by (1) filing written notice of revocation with the Secretary of the
Company which is actually received prior to the vote of shareholders, (2) filing
a duly executed proxy bearing a later date with the Secretary of the Company
before the vote of shareholders or (3) attending the Annual Meeting and voting
in person.

The Board of Directors has fixed the close of business on March 11, 2002 as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual Meeting and all adjournments or postponements
thereof. As of the close of business on March 11, 2002, the Company had
outstanding 118,610,258 shares of Common Stock. On all matters to come before
the Annual Meeting, each holder of Common Stock will be entitled to vote at the
Annual Meeting and will be entitled to one vote for each share owned.

SHARE OWNERSHIP OF MANAGEMENT

The following table provides information, as of January 31, 2002, regarding
shares of Common Stock of the Company owned of record or known to the Company to
be owned beneficially by each Director, Director nominee, executive officer
named in the Summary Compensation Table on page 8 and all current Directors and
executive officers as a group. On January 31, 2002, there were 118,605,385
shares of common stock outstanding. Except as set forth in the footnotes, each
of the shareholders identified in the table below has sole voting and investment
power over the shares beneficially owned by such person, except to the extent
such power may be shared with a spouse.

<Table>
<Caption>
SHARES PERCENT
NAME BENEFICIALLY OWNED(1) OF CLASS
- ---- --------------------- --------

Dennis B. Gillings, Ph.D.(2).............................. 7,120,969 6.0%
Pamela J. Kirby, Ph.D.(3)................................. 253,126 *
Santo J. Costa(4)......................................... 204,679 *
James L. Bierman(5)....................................... 257,330 *
John S. Russell(6)........................................ 117,580 *
Robert C. Bishop, Ph.D.(7)................................ 50,595 *
Chester W. Douglass, DMD, Ph.D.(8)........................ 467,343 *
Jim D. Kever(9)........................................... 572,821 *
Arthur M. Pappas(10)...................................... 73,693 *
Vaughn D. Bryson(11)...................................... 61,835 *
Virginia V. Weldon, M.D.(12).............................. 35,851 *
Eric J. Topol, M.D.(13)................................... 34,977 *
E.G.F. Brown(14).......................................... 42,851 *
William L. Roper, M.D., MPH............................... -- --
All current Directors and executive officers as a group
(12 persons) (15)....................................... 9,088,970 7.5%
</Table>

- ---------------

* Less than one percent

(1) Pursuant to the rules of the Securities and Exchange Commission, certain
shares of the Company's Common Stock which a person has the right to
acquire within 60 days of the date shown above pursuant to the exercise of
stock options are deemed to be outstanding for the purpose of computing the
percentage ownership of such person but are not deemed outstanding for the
purpose of computing the percentage ownership of any other person. Such
shares are described below as being subject to presently exercisable stock
options. A beneficial owner of shares held in the Company's Employee Stock
Ownership Plan (the "ESOP") has sole voting power over the shares held in
his or her account, but shares investment power over the shares with the
plan trustee.

(2) Includes 683,260 shares subject to presently exercisable stock options and
161,504 shares held by the ESOP for Dr. Gillings' account. Includes 13,343
shares owned by Dr. Gillings' daughter, 240,000 shares owned by the
Gillings Family Limited Partnership, of which Dr. Gillings and his wife are
the general partners, 14,200 shares held by the GFEF Limited Partnership,
of which Dr. Gillings is the general partner, 259,278 shares owned by Dr.
Gillings' wife and an aggregate of 414,502 shares owned by two Grantor
Retained Annuity Trusts (the "GRATs") under which Dr. Gillings is the
beneficiary. Dr. Gillings shares voting power over 526,821 shares and
shares investment power over 1,102,827 shares. Dr. Gillings disclaims
beneficial ownership of all shares owned by his wife and daughter, all
shares in the Gillings Family Limited Partnership, all shares owned by the
GFEF Limited Partnership and all shares in the GRATs, except to the extent
of his interest therein.

(3) Includes 253,126 shares subject to presently exercisable stock options.

(4) Includes 177,881 shares subject to presently exercisable stock options and
202 shares held by the ESOP for Mr. Costa's account. Includes 1,000 shares
owned by Mr. Costa's wife and 100 shares owned by Mr. Costa's children. Mr.
Costa disclaims beneficial ownership of the shares held by his wife and
children.

(5) Includes 255,550 shares subject to presently exercisable stock options and
369 shares held by the ESOP for Mr. Bierman's account.

(6) Includes 115,940 shares subject to presently exercisable stock options and
369 shares held by the ESOP for Mr. Russell's account.

(7) Includes 48,095 shares subject to presently exercisable stock options.

(8) Includes 62,843 shares subject to presently exercisable stock options.
Includes 117,000 shares owned by the Douglass Family Limited Partnership,
of which Dr. Douglass is the sole general partner. Dr. Douglass disclaims
beneficial ownership of the shares held by the limited partnership except
to the extent of his pecuniary interest therein.

(9) Includes 296,277 shares subject to presently exercisable stock options and
28,960 shares in a trust for the benefit of Mr. Kever's minor children. As
of May 26, 2000, Mr. Kever no longer served as an executive officer of the
Company; however, he continued to serve on the Board of Directors. Mr.
Kever will not serve on the Company's Board of Directors following the
Annual Meeting.

(10) Includes 60,093 shares subject to presently exercisable stock options.

(11) Includes 26,835 shares subject to presently exercisable stock options.

(12) Includes 34,851 shares subject to presently exercisable stock options.
Includes 1,000 shares held in a trust under which Dr. Weldon is a
beneficiary and a trustee.

(13) Includes 34,977 shares subject to presently exercisable stock options. Dr.
Topol will not serve on the Company's Board of Directors following the
Annual Meeting.

(14) Includes 34,851 shares subject to presently exercisable stock options.
Includes 8,000 shares owned by Mr. Brown's wife. Mr. Brown disclaims
beneficial ownership of the shares held by his wife.

(15) Does not include shares beneficially owned by Mr. Costa who is no longer an
executive officer or Dr. Roper who is a Director nominee. Includes
1,906,698 shares subject to presently exercisable stock options and 162,241
shares held by the ESOP for the accounts of individual executive officers.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table provides information regarding shares of the Company's
Common Stock known to be beneficially owned by persons holding more than five
percent of the Company's outstanding Common Stock (other than Directors and
executive officers shown in the preceding table) as of January 31, 2002. The
percentage is calculated based on 118,605,385 total shares outstanding of the
Company as of January 31, 2002.

<Table>
<Caption>
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
- ------------------------------------ ------------ --------

Capital Group International, Inc.(1)........................ 11,358,350 9.6%
Capital Guardian Trust Company
11100 Santa Monica Blvd
Los Angeles, California 90025

Wellington Management Company, LLP(2)....................... 9,796,400 8.3%
75 State Street
Boston, MA 02109
</Table>

<Table>
<Caption>
SHARES
BENEFICIALLY PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED OF CLASS
- ------------------------------------ ------------ --------

Vanguard Specialized Funds
Vanguard Health Care Fund(3).............................. 7,308,200 6.2%
100 Vanguard Blvd
Malvern, PA 19355

OppenheimerFunds, Inc.(4)................................... 6,427,300 5.4%
498 Seventh Avenue
New York, NY 10018
</Table>

- ---------------

(1) Based on a Schedule 13G/A filed with the Securities and Exchange Commission
on February 11, 2002. Capital Group International, a holding company,
reports sole voting power over 9,345,050 shares and sole dispositive power
over 11,358,350 shares held by its subsidiaries. Capital Guardian Trust
Company, a bank subsidiary of Capital Group International, reports sole
voting power over 6,261,170 shares and sole dispositive power over 8,274,470
shares. Both Capital Group International and Capital Guardian Trust disclaim
beneficial ownership of the shares.

(2) Based on a Schedule 13G/A filed with the Securities and Exchange Commission
on February 14, 2002. Wellington Management Company, LLP ("WMC"), an
investment advisor, reports shared voting power over 2,419,200 shares and
shared dispositive power over 9,796,400 shares held by its clients,
including Vanguard Health Care Fund. WMC is the parent holding company of
Wellington Trust Company, NA, a bank which is deemed to have acquired the
securities being reported.

(3) Based on a Schedule 13G/A filed with the Securities and Exchange Commission
on February 7, 2002. Vanguard Specialized Funds -- Vanguard Health Care
Fund, an investment company, reports sole voting and shared dispositive
power over the shares.

(4) Based on a Schedule 13G filed with the Securities and Exchange Commission on
February 7, 2002. OppenheimerFunds, Inc., an investment advisor, reports
shared dispositive power over the shares, but no voting power over the
shares, and disclaims beneficial ownership of the shares.

PROPOSAL 1:

ELECTION OF DIRECTORS

The Company's Board of Directors is divided into three classes, as nearly
equal in number as possible. Each year the shareholders will elect the members
of one of the three classes to a three year term of office.

The term of office of the Class II Directors expires at the Annual Meeting;
the term of office of the Class III Directors expires at the 2003 Annual Meeting
of Shareholders, and the term of office of the Class I Directors expires at the
2004 Annual Meeting of Shareholders, or in any event at such time as their
respective successors are duly elected and qualified or their earlier
resignation, death or removal from office.

The following table lists the Directors of the Company and the classes in
which they serve as of the date of this Proxy Statement:

CLASS I CLASS II CLASS III
------- -------- ---------

(Term Expiring 2004) (Term Expiring 2002) (Term Expiring 2003)

Robert C. Bishop, Ph.D. Vaughn D. Bryson Dennis B. Gillings, Ph.D.
Arthur M. Pappas Eric J. Topol, M.D. Chester W. Douglass, DMD, Ph.D.
E.G.F. Brown Jim D. Kever Virginia V. Weldon, M.D.

The Board of Directors has approved the nomination of Vaughn D. Bryson,
Pamela J. Kirby, Ph.D. and William L. Roper, M.D., MPH as Class II Directors for
election at the Annual Meeting to serve until the Annual Meeting of Shareholders
in the year 2005 (or until such time as their respective successors are elected
and qualified or their earlier resignation, death or removal from office). Dr.
Topol and Mr. Kever are not standing for re-election at the Annual Meeting.

The Board of Directors has no reason to believe that the persons named
above as nominees for Directors will be unable or will decline to serve if
elected. In the event of death or disqualification of any nominee or the refusal
or inability of any nominee to serve as a Director, proxies cast for that
nominee may be voted with discretionary authority for a substitute or
substitutes as shall be designated by the Board of Directors.

Pursuant to North Carolina law, the three candidates who receive the
highest number of votes as Class II Directors will be elected as Class II
Directors of the Company. Abstentions and shares held in street name that are
not voted in the election of Directors will not be included in determining which
nominees received the highest number of votes.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION
OF THESE NOMINEES.

Set forth below are the names and other information pertaining to the
Board's nominees and other Directors whose terms of office will continue after
the Annual Meeting:

<Table>
<Caption>
FIRST YEAR
ELECTED
NAME AGE DIRECTOR POSITION WITH COMPANY
- ---- --- ---------- ---------------------

CLASS I
Robert C. Bishop, Ph.D.(1)(2)(3).................. 59 1994 Director
Arthur M. Pappas(1)(3)............................ 54 1994 Director
E.G.F. Brown(1)(2)................................ 57 1998 Director

CLASS II
Vaughn D. Bryson(1)(2)(4)......................... 63 1997 Director
Pamela J. Kirby, Ph.D............................. 48 N/A Chief Executive Officer and
Director nominee
William L. Roper, M.D., MPH....................... 53 N/A Director nominee

CLASS III
Dennis B. Gillings, Ph.D.(1)...................... 57 1982 Chairman
Chester W. Douglass, DMD, Ph.D.(1)(3)(4).......... 61 1983 Director
Virginia V. Weldon, M.D.(1)(3).................... 66 1997 Director
</Table>

- ---------------

(1) Member of Executive Committee

(2) Member of Audit Committee

(3) Member of Human Resources and Compensation Committee

(4) Member of Quality Committee

Robert C. Bishop, Ph.D. has served as a Director since April 1994. Since
June 1999, Dr. Bishop has served as Chairman of the Board and Chief Executive
Officer for AutoImmune Inc., a biotechnology company. From May 1992 to December
1999, Dr. Bishop served as President and Director of AutoImmune Inc. Dr. Bishop
serves as a director of Millipore Corporation, a multinational company that
applies its purification technology to research and manufacturing applications
in the biopharmaceutical industry; and serves as a Member of the Board of
Trustees/Managers for the MFS/Sun Life Series Trust and Compass Accounts at MFS
Investment Management and on the HealthCare/Life Sciences Board of Advisors for
One Equity Capital.

E. G. F. Brown has served as a Director since January 1998. Mr. Brown is
currently an independent director of Vantec Corporation, a Japanese logistics
business, Keller plc, a global construction company, and CH Jones, Ltd, a
holding company focused on Information Technology. His previous appointments
include Chairman -- Mainland Europe of Tibbett & Britten Group plc, an
international logistics service provider, Executive Director of T.D.G. plc, a
European logistics company, Operations Director of Exel plc, a global logistics
company and independent director of Datrontech PLC, a distributor of personal
computer components.

Vaughn D. Bryson has served as a Director since March 1997. Previously he
served as President and Chief Executive Officer of Eli Lilly and Company, a
pharmaceutical company, and also as a member of its Board of Directors.
Currently, Mr. Bryson is President of Life Science Advisors, LLC, a consulting
firm. Mr. Bryson is also President and founder of Clinical Products, Inc., a
medical foods company. Mr. Bryson is a director of Amylin Pharmaceuticals, Inc.,
Ariad Pharmaceuticals, Inc., AtheroGenics, Inc. and Chiron Corporation.

Chester W. Douglass, DMD, Ph.D. has served as a Director since 1983. Dr.
Douglass has served as Professor and Chairman of the Department of Oral Health
Policy and Epidemiology, Harvard University School of Dental Medicine and
Professor, Department of Epidemiology, Harvard University School of Public
Health since 1989. Previous to that time, Dr. Douglass served in academic
appointments in the School of Public Health and School of Dentistry at the
University of North Carolina at Chapel Hill from 1971-1978.

Dennis B. Gillings, Ph.D. founded the Company in 1982 and has served as
Chairman of the Board of Directors since its inception and as Chief Executive
Officer from its inception until April 2, 2001. Dr. Gillings serves as a
director of Triangle Pharmaceuticals, Inc., a company engaged in the development
of new drug candidates primarily in the antiviral area.

Jim D. Kever has served as a Director since June 1999. Mr. Kever currently
is a principal of Voyent Partners, LLC, a venture capital company. Between May
2000 and May 2001 he served as Co-Chief Executive Officer of Transaction
Services Division of WebMD Corporation, a healthcare transaction and information
service provider. Mr. Kever served as Chief Executive Officer of ENVOY
Corporation ("ENVOY"), a healthcare clearinghouse, from the Company's
acquisition of ENVOY in March 1999 as a wholly-owned subsidiary until its sale
in May 2000. Mr. Kever served as President and Co-Chief Executive Officer of
ENVOY from August 1995 until March 1999 and as a Director of ENVOY from its
incorporation in August 1994 until March 1999. Mr. Kever also is a director of
Transaction System Architects, Inc., a supplier of electronic payment software
products and network integration solutions and Tyson Foods, a food production
company, where he also serves on the audit and ethics committees.

Pamela J. Kirby, Ph.D., a Director nominee, became the Company's Chief
Executive Officer in April 2001. Previously, she served in Basel, Switzerland as
Head of Global Strategic Marketing and Business Development of the
Pharmaceuticals Division of F. Hoffmann-La Roche Ltd., a healthcare company. Dr.
Kirby served from 1996 until 1998 as global commercial director with British
Biotech plc, a drug development company. Dr. Kirby is a director of Smith &
Nephew plc.

Arthur M. Pappas has served as a Director since September 1994. Mr. Pappas
is Chairman and Chief Executive Officer of A. M. Pappas & Associates, LLC, an
international advisory services and investment company that works with life
science companies, products and related technologies. Mr. Pappas is a director
of Valentis Inc., a gene therapy research company; Embrex Inc., a research and
development company specializing in poultry in-the-egg delivery systems; and
AtheroGenics Inc., a biopharmaceutical company focused on research and
development of genes that regulate atherosclerosis and cancer.

William L. Roper, M.D., MPH, a Director nominee, has served as the dean of
the School of Public Health at the University of North Carolina at Chapel Hill,
professor of health policy and administration in the School of Public Health and
professor of pediatrics in the School of Medicine since July 1997. From August
1993 to July 1997, Dr. Roper served in a variety of capacities with the
Prudential Insurance Company of America, including Senior Vice President for
Medical Management. Dr. Roper is a director of Luminex Corporation, a research
and development company specializing in biological testing technologies with
applications throughout the life sciences industry, and DaVita Inc., a provider
of dialysis services for patients suffering from chronic kidney failure.

Eric J. Topol, M.D. has served as a Director since November 1997. In 2002,
Dr. Topol became the Provost and Chief Academic Officer of The Cleveland Clinic
Foundation, a health center, prior to which he was Chairman of the Department of
Cardiology and a co-Director of the Heart Center at The Cleveland Clinic
Foundation.

Virginia V. Weldon, M.D. has served as a Director since November 1997. Dr.
Weldon served as Senior Vice President, Public Policy, Monsanto Company, an
agro-chemicals and biotechnology (life sciences) company, from March 1989 until
her retirement in March 1998. Prior to 1989, Dr. Weldon was Professor of
Pediatrics and Deputy Vice Chancellor for Medical Affairs at Washington
University School of Medicine. Dr. Weldon also served as a Member of the Board
of GenAmerica Corporation, a mutual insurance company, which is now a subsidiary
of MetLife.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

The Board of Directors met nine times during 2001. Committees of the Board
are the Executive Committee, the Audit Committee, the Quality Committee, and the
Human Resources and Compensation Committee, which was formed by the merger of
the Compensation Committee and the Human Resources Committee in May 2001. The
Executive Committee has the authority to exercise all powers of the Board of
Directors during intervals between meetings of the Board. The Executive
Committee met four times during 2001. The Audit Committee reviews the results
and scope of the audit and other services provided by the Company's independent
public accountants. The Audit Committee also recommends to the Board the
appointment of independent public accountants. The Audit Committee met four
times during 2001. The Human Resources and Compensation Committee oversees
strategic global human resources issues, reviews and approves compensation
arrangements for principal offices of the Company, and reviews the Company's
compensation policies and procedures. The Human Resources and Compensation
Committee met twice in 2001; the predecessor committees met twice each. The
Quality Committee establishes policies regarding scientific integrity and
quality assurance, oversees the reporting of serious adverse events for the
Company's studies, and is responsible for reviewing conflicts of interest
arising from the provision of services to a wide variety of customers and
overseeing the conflicts resolution process. During 2001, the Quality Committee
met four times.

Each Director attended 75% or more of the aggregate meetings of the Board
(held during the period for which the Director was in office) and committee
meetings of the Board of which the Director was a member, except for Mr. Kever
who attended 50% of the aggregate meetings of the Executive Committee.

PROCEDURE FOR NOMINATION OF DIRECTORS

The Company's Bylaws provide procedures for the nomination of Directors.
The Bylaws provide that nominations for the election of Directors may only be
made by the Board of Directors or a designated committee thereof, or by any
shareholder entitled to vote generally in elections of Directors if the
shareholder follows certain procedures. Any shareholder of record entitled to
vote generally in the election of Directors may nominate one or more persons for
election as Director(s) at a meeting of shareholders only if written notice of
such shareholder's intent to make such nomination or nominations has been given,
either by personal delivery or certified mail, postage prepaid, to the Secretary
of the Company (1) with respect to an election to be held at an Annual Meeting
of shareholders, not more than ninety (90) days nor less than fifty (50) days in
advance of such meeting; and (2) with respect to an election to be held at a
special meeting of shareholders

called for the purpose of the election of Directors, not later than the close of
business on the tenth business day following the date on which notice of such
meeting is first given to shareholders. Each such notice of a shareholder's
intent to nominate a Director must set forth certain information as specified in
the Company's Bylaws.

DIRECTOR COMPENSATION

Each non-officer Director receives annually a grant of stock options valued
at $100,000 with the number of options determined in accordance with the
Black-Scholes method. In addition, each non-officer Director receives (1) an
annual retainer of $24,000; (2) $1,000 for each Board meeting attended in person
or by teleconference; and (3) $500 for each committee meeting attended in person
or by teleconference, each paid quarterly in cash. Committee chairs also receive
an extra $5,000 per year in compensation for their additional responsibilities.
Beginning in 2002, each member of the Audit Committee will receive an additional
$1,250 quarterly in light of increased responsibilities in the current public
company environment. The Company reimburses each non-officer Director for
out-of-pocket expenses incurred in connection with the rendering of services as
a Director. Some additional financial relationships with Directors are described
in "Certain Relationships and Related Transactions."

EXECUTIVE COMPENSATION

The following tables show annual and long-term compensation paid or accrued
by the Company for services rendered for the fiscal years indicated by the
Company's Chief Executive Officer and the next three most highly compensated
executive officers whose total salary and bonus exceeded $100,000 individually
during the year ended December 31, 2001, as well as one individual who served as
an executive officer during the year but who no longer served as such at the end
of the year and whose total compensation in 2001 exceeded $100,000
(collectively, the "named executive officers").

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG TERM
COMPENSATION
---------------------------
ANNUAL COMPENSATION NO. OF
------------------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ------------------ ---- -------- -------- ------------- ---------- ------------

Dennis B. Gillings(1)...... 2001 $600,000(2) $ 31,875 $ (3) 372,323(4) $724,318(5)
Chairman 2000 600,000(6) -- (3) 553,403(7) 604,027(8)
1999 568,749(9) -- (3) 169,316(10) 472,070(11)

Pamela J. Kirby(12)........ 2001 $356,250 $ 24,063 $ (3) 1,127,703(13) $ 1,342(14)
Chief Executive Officer

Santo J. Costa(15)......... 2001 $180,977 $ 10,557 $ (3) 166,095(16) $235,382(17)
Vice Chairman 2000 301,632 482,600(18) (3) 250,802(19) 72,151(20)
1999 474,453 -- (3) 201,650(21) 5,853(22)

James L. Bierman(23)....... 2001 $368,749 $ 12,031 $ (3) 106,470(24) $ 9,332(25)
Executive Vice President 2000 261,252 -- (3) 427,726(26) 4,765(27)
and Chief Financial
Officer

John S. Russell............ 2001 $271,248(28) $ 9,453 $ (3) 95,800(29) $ 9,332(30)
Executive Vice President 2000 247,503(31) -- (3) 154,226(32) 7,279(33)
and General Counsel, Head 1999 210,000(34) -- (3) 39,177(35) 4,122(36)
Global Human Resources
</Table>

- ---------------

(1) Dr. Gillings resigned as Chief Executive Officer effective April 2, 2001
and retained the office of Chairman.
8

(2) Includes $540,000 deferred during 2001 pursuant to the Company's Elective
Deferred Compensation Plan.

(3) Perquisites and other personal benefits received did not exceed the lesser
of $50,000 or 10% of salary and bonus compensation for the named executive
officer.

(4) Includes 8,281 shares subject to options granted pursuant to the 2001
bonus.

(5) Includes contributions to the Company's 401(k) Plan on behalf of Dr.
Gillings in the amount of $2,700, the estimated value of forfeitures
allocated by the ESOP on behalf of Dr. Gillings in the amount of $869 and
interest in the amount of $1,228, the present value of the benefit to Dr.
Gillings of the premiums the Company paid under a split-dollar life
insurance arrangement in the amount of $717,199 (see "Employment
Agreements" below for a description of this arrangement), and other life
insurance premiums that the Company paid in the amount of $2,322. In 2001,
with the use of his own plane, Dr. Gillings provided extensive
business-related travel services for himself and other Company employees.
The Human Resources and Compensation Committee approved reimbursing Dr.
Gillings for these services by authorizing cash payments up to $1.4
million, which is in addition to the amounts shown in this table. The
Company also granted options to Dr. Gillings with an aggregate
Black-Scholes value of $1.4 million in quarterly installments with an
exercise price on March 31, 2001 of $18.875 per share; on June 30, 2001 of
$25.25 per share; on September 30, 2001 of $14.60 per share; and on
December 31, 2001 of $16.05 per share. These options are included in the
table as long-term compensation. The cash payments and stock option grants
were estimated to be less than the cost of operating the plane for Company
business purposes (see "Certain Relationships and Related Transactions" for
additional information.)

(6) Includes $300,000 deferred during 2000 pursuant to the Company's Elective
Deferred Compensation Plan.

(7) Includes 166,708 shares subject to options granted pursuant to the 2000
bonus.

(8) Includes contributions to the Company's 401(k) Plan on behalf of Dr.
Gillings in the amount of $2,550, the estimated value of contributions made
to the ESOP on Dr. Gillings' behalf in the amount of $4,063, the present
value of the benefit to Dr. Gillings of the premiums the Company paid under
a split-dollar life insurance arrangement in the amount of $591,480 (see
"Employment Agreements" below for a description of this arrangement), and
other life insurance premiums that the Company paid in the amount of
$5,934. In 2000, with the use of his own plane, Dr. Gillings provided
extensive business-related travel services for himself and other Company
employees. The Compensation Committee approved reimbursing Dr. Gillings for
these services by authorizing cash payments up to $1.4 million, which is in
addition to the amounts shown in this table. The Company also granted
options to Dr. Gillings with a Black-Scholes value of $1.4 million at an
exercise price of $13.44 per share. These options are included in the table
as long-term compensation. The cash payments and stock option grants were
estimated to be less than the cost of operating the plane for Company
business purposes.

(9) Includes $284,375 deferred during 1999 pursuant to the Company's Elective
Deferred Compensation Plan.

(10) Includes 12,792 shares subject to options granted pursuant to the 1999
bonus.

(11) Includes contributions to the Company's 401(k) Plan on behalf of Dr.
Gillings in the amount of $2,375, the estimated value of contributions made
to the ESOP on Dr. Gillings' behalf in the amount of $1,038, the present
value of the benefit to Dr. Gillings of the premiums the Company paid under
a split-dollar life insurance arrangement in the amount of $463,583 (see
"Employment Agreements" below for a description of this arrangement), and
other life insurance premiums that the Company paid in the amount of
$5,074. In 1999, with the use of his own plane, Dr. Gillings provided
extensive business-related travel services for himself and other Company
employees. The Compensation Committee approved reimbursing Dr. Gillings for
these services by authorizing a cash payment up to $1.4 million, which is
in addition to the amounts shown in this table. The Company also granted
options to Dr. Gillings with a Black-Scholes value of $1.4 million at an
exercise price of $42.44. These options are

included in the table as long term compensation. The cash payment and stock
option grant were estimated to be less than the cost of operating the plane
for Company business purposes.

(12) Dr. Kirby became Chief Executive Officer effective as of April 2, 2001.

(13) Includes 3,126 shares subject to options granted pursuant to the 2001
bonus.

(14) Includes other life insurance premiums that the Company paid in the amount
of $473 and the estimated value of forfeitures allocated by the ESOP on
behalf of Dr. Kirby in the amount of $869.

(15) Mr. Costa resigned as Vice Chairman as of December 31, 2001 and presently
serves the Company as Senior Consulting Executive.

(16) Includes 2,743 shares subject to options granted pursuant to the 2001
bonus.

(17) Includes $232,836, which represents the appreciation of non-qualified stock
options exercised and shares sold in 2001. Also includes $1,676
representing the value of life insurance premiums paid in 2001 and the
estimated value of forfeitures allocated by the ESOP on behalf of Mr. Costa
in the amount of $869 and interest in the amount of $2.

(18) Amount represents payments made in 2000 pursuant to Mr. Costa's current
employment contract.

(19) Includes 2,035 shares subject to options granted pursuant to the 2000
bonus.

(20) Includes $65,379, which represents the appreciation of non-qualified stock
options exercised and shares sold in 2000. Also includes $2,709
representing the value of life insurance premiums paid in 2000 and $4,063,
which represents the estimated value of contributions made to the ESOP on
behalf of Mr. Costa.

(21) Includes 9,443 shares subject to options granted pursuant to the 1999
bonus.

(22) Includes $1,038, which represents the estimated value of contributions made
to the ESOP on behalf of Mr. Costa. Also includes $4,815 representing the
value of life insurance premiums paid in 1999.

(23) Mr. Bierman became the Company's Chief Financial Officer on February 25,
2000. The Company has not provided information about any compensation paid
to Mr. Bierman for any periods in which he did not serve as an executive
officer.

(24) Includes 3,126 shares subject to options granted pursuant to the 2001
bonus.

(25) Includes $7,650 in contributions to the Company's 401(k) Plan on behalf of
Mr. Bierman. Includes $810, which represents the value of life insurance
premiums paid in 2001 and the estimated value of forfeitures allocated by
the ESOP on behalf of Mr. Bierman in the amount of $869 and interest in the
amount of $3.

(26) Includes 598 shares subject to options granted pursuant to the 2000 bonus.

(27) Includes $4,063, which represents the estimated value of contributions made
to the ESOP on behalf of Mr. Bierman and $702 representing the value of
life insurance premiums paid in 2000.

(28) Includes $27,125 deferred during 2001 pursuant to the Company's Elective
Deferred Compensation Plan.

(29) Includes 2,456 shares subject to options granted pursuant to the 2001
bonus.

(30) Includes $7,650 in contributions to the Company's 401(k) Plan on behalf of
Mr. Russell, $810 representing the value of life insurance premiums paid in
2001 and the estimated value of forfeitures allocated by the ESOP on behalf
of Mr. Russell in the amount of $869 and interest in the amount of $3.

(31) Includes $24,750 deferred during 2000 pursuant to the Company's Elective
Deferred Compensation Plan.

(32) Includes 567 shares subject to options granted pursuant to the 2000 bonus.

(33) Includes $2,550 in contributions to the Company's 401(k) Plan on behalf of
Mr. Russell, $4,063, which represents the estimated value of contributions
made to the ESOP on behalf of Mr. Russell and $666 representing the value
of life insurance premiums paid in 2000.

(34) Includes $20,667 deferred during 1999 pursuant to the Company's Elective
Deferred Compensation Plan.

(35) Includes 2,698 shares subject to options pursuant to the 1999 bonus.

(36) Includes $2,375 in contributions to the Company's 401(k) Plan on behalf of
Mr. Russell, life insurance premiums that the Company paid in the amount of
$709 and $1,038 representing the estimated value of contributions made to
the ESOP on behalf of Mr. Russell.

OPTION GRANTS IN LAST FISCAL YEAR

The following table reflects the stock options granted during the past
fiscal year to the named executive officers pursuant to the Company's Equity
Compensation Plan and Nonqualified Stock Option Plan. No stock appreciation
rights were granted to the named executive officers during 2001. Unless
otherwise noted, all options expire 10 years from the date of grant or, if
sooner, three months after termination of employment, unless employment is
terminated because of: (1) death or disability, in which case the options expire
one year after the date of such termination; (2) retirement, as determined by
the administrator of the Plan, in which case the options expire 10 years after
such termination, if the holder has agreed to a non-compete (otherwise, the
options expire one year after such termination); or (3) termination as a result
of a Special Program, as determined by the administrator of the Plan, in which
case the options expire three years after the date of such termination.

<Table>
<Caption>
INDIVIDUAL GRANTS
--------------------------------------
PERCENT OF
TOTAL POTENTIAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO EXERCISE OR STOCK PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES BASE PRICE OPTION TERM(1)
OPTIONS IN FISCAL PER SHARE EXPIRATION ----------------------------
NAME GRANTED YEAR(2) ($) DATE 5%($) 10%($)
- ---- ---------- ---------- ----------- ---------- ------------ -------------

Dennis B. Gillings...... 31,020(3) 0.4% 18.88 03/31/2011 368,219 933,140
55,393(4) 0.7% 18.88 03/31/2011 657,536 1,666,326
22,732(5) 0.3% 25.25 06/30/2011 360,975 914,781
8,281(6) 0.1% 25.25 06/30/2011 131,499 333,244
40,593(7) 0.5% 25.25 06/30/2011 644,600 1,633,543
40,597(8) 0.5% 14.60 09/30/2011 372,756 944,637
72,494(9) 0.9% 14.60 09/30/2011 665,630 1,686,837
36,333(10) 0.5% 16.05 12/31/2011 366,737 929,382
64,880(11) 0.8% 16.05 12/31/2011 654,883 1,659,602

Pamela J. Kirby......... 1,000,000(12) 12.6% 14.94 03/12/2011 9,394,113 23,806,528
3,126(6) 0.0% 25.25 06/30/2011 49,640 125,796
28,415(7) 0.4% 25.25 06/30/2011 451,219 1,143,476
50,746(9) 0.6% 14.60 09/30/2011 465,943 1,180,790
45,416(11) 0.6% 16.05 12/31/2011 458,418 1,161,722

Santo J. Costa.......... 38,775(4) 0.5% 18.88 03/31/2011 460,274 1,166,425
2,743(6) 0.0% 25.25 06/30/2011 43,558 110,384
28,415(7) 0.4% 25.25 06/30/2011 451,219 1,143,476
50,746(9) 0.6% 14.60 09/30/2011 465,943 1,180,790
45,416(11) 0.6% 16.05 12/31/2011 458,418 1,161,722
</Table>

James L. Bierman........ 22,157(4) 0.3% 18.88 03/31/2011 263,012 666,524
10,000(13) 0.1% 23.23 06/27/2011 146,092 370,226
3,126(6) 0.0% 25.25 06/30/2011 49,640 125,796
16,237(7) 0.2% 25.25 06/30/2011 257,837 653,409
28,998(9) 0.4% 14.60 09/30/2011 266,256 674,744
25,952(11) 0.3% 16.05 12/31/2011 261,953 663,841

John S. Russell......... 22,157(4) 0.3% 18.88 03/31/2011 263,012 666,524
2,456(6) 0.0% 25.25 06/30/2011 39,000 98,834
16,237(7) 0.2% 25.25 06/30/2011 257,837 653,409
28,998(9) 0.4% 14.60 09/30/2011 266,256 674,744
25,952(11) 0.3% 16.05 12/31/2011 261,953 663,841
</Table>

- ---------------

(1) Potential realizable value of each grant is calculated assuming that market
price of the underlying security appreciates at annualized rates of 5% and
10%, respectively, over the respective term of the grant. The assumed
annual rates of appreciation of 5% and 10% would result in the price of the
Common Stock increasing to $24.33 and $38.74 per share, respectively, for
the options expiring March 12, 2011, $30.74 and $48.96 per share,
respectively, for the options expiring March 31, 2011, $37.84 and $60.25
per share, respectively, for the options expiring June 27, 2011, $41.13 and
$65.49 per share, respectively, for the options expiring June 30, 2011,
$23.78 and $37.87 per share, respectively, for the options expiring
September 30, 2011, and $26.14 and $41.63 per share, respectively, for the
options expiring December 31, 2011.

(2) Options to purchase an aggregate of 7,933,064 shares were granted to
employees during 2001.

(3) Nonqualified stock options granted March 31, 2001. Shares subject to the
options granted vest immediately.

(4) Nonqualified stock options granted March 31, 2001. Shares subject to the
options granted vest over the next four years, with 25% of such shares
vesting on March 31 of each year beginning March 31, 2002.

(5) Nonqualified stock options granted June 30, 2001. Shares subject to the
options granted vest immediately.

(6) Nonqualified stock options granted June 30, 2001. Shares subject to the
options granted vest on July 31, 2001.

(7) Nonqualified stock options granted June 30, 2001. Shares subject to the
options granted vest over the next four years, with 25% of such shares
vesting on June 30 of each year beginning June 30, 2002.

(8) Nonqualified stock options granted September 30, 2001. Shares subject to
the options granted vest immediately.

(9) Nonqualified stock options granted September 30, 2001. Shares subject to
the options granted vest over the next four years, with 25% of such shares
vesting on September 30 of each year beginning September 30, 2002.

(10) Nonqualified stock options granted December 31, 2001. Shares subject to the
options granted vest immediately.

(11) Nonqualified stock options granted December 31, 2001. Shares subject to the
options granted vest over the next four years, with 25% of such shares
vesting on December 31 of each year beginning December 31, 2002.

(12) Nonqualified stock options granted March 12, 2001. Shares subject to the
options granted vest over the next four years, with 25% of such shares
vesting on March 12 of each year beginning March 12, 2002.

(13) Nonqualified stock options granted June 27, 2001. Shares subject to the
options granted vest over the next four years, with 25% of such shares
vesting on June 27 of each year beginning June 27, 2002.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

The following table provides information about the stock options exercised
by the named executive officers during the year ended December 31, 2001 and held
by them as of that date.

<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE MONEY
OPTIONS AT FY-END OPTIONS AT FY-END(1)
SHARES ACQUIRED --------------------------- -----------------------------------
NAME ON EXERCISE(#) VALUE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE($) UNEXERCISABLE($)
- ---- --------------- ------------------ ----------- ------------- --------------- -----------------

Dennis B. Gillings... -- -- 661,214 534,933 859,911.34 681,155.22
Pamela J. Kirby...... -- -- 3,126 1,124,577 -- 1,186,081.70
Santo J. Costa....... 30,450 232,836.10 768,354 -- 611,282.19 --
James L. Bierman..... -- -- 247,776 349,100 135,629.53 285,605.20
John S. Russell...... -- -- 109,416 200,350 133,098.02 285,605.20
</Table>

- ---------------

(1) The value of the options is based upon the difference between the exercise
price and the closing price per share on December 31, 2001, $16.05.

HUMAN RESOURCES AND COMPENSATION COMMITTEE REPORT

The Human Resources and Compensation Committee of the Board of Directors
reviews and oversees the general compensation plans and policies of the Company
and oversees the individual compensation arrangements for the Company's
executive officers.

EXECUTIVE COMPENSATION PHILOSOPHY

The Company is committed to implementing a scheme of executive compensation
which will contribute to the achievement of the Company's business objectives.
Based on a study of the Company's executive compensation policies and procedures
by a nationally recognized consulting firm, the Company has an executive
compensation program which it believes:

- Fulfills the Company's business and operating needs, comports with its
general human resource strategies and enhances shareholder value.

- Enables the Company to attract and retain the executive talent essential
to the Company's achievement of its business objectives.

- Rewards executives for accomplishment of pre-defined business goals and
objectives.

- Provides rewards consistent with gains in shareholder wealth so that
executives will be financially advantaged when shareholders are similarly
financially advantaged.

- Reflects the evolving organizational structure of the Company, directly
motivates executives to accomplish results within their range of
influence and fosters team spirit among executives working towards a
common goal.

In implementing its compensation philosophy, the Company intends to provide
compensation opportunities which are perceived to be generally comparable to
those provided by similar companies in the contract research, biotechnology and
pharmaceutical industries. This "peer group" is not the same group used for the
industry comparison in the performance graph found in the "Comparison of
Cumulative Return" section of this Proxy Statement; rather, it reflects the
industry groups with which the Company competes for personnel.

ELEMENTS OF EXECUTIVE COMPENSATION

The Company's executive compensation program has four key components: base
salary, performance awards, long-term incentive awards and benefits. Performance
awards and long-term incentive awards are granted pursuant to the Company's
executive compensation plan. These components combine fixed and variable
elements to create a total compensation package which provides some income
predictability while linking a significant portion of compensation to business
performance.

BASE SALARY

Salary represents the fixed component of the Company's executive
compensation program. Base salaries are set within ranges which are targeted
around the competitive norm for similar companies in the contract research,
biotechnology and pharmaceutical industries. Individual salaries may be above or
below the competitive norm, depending on the executive's tenure in his position
and performance. The Human Resources and Compensation Committee considers the
following factors in approving adjustments to salary levels for the executive
officers: (1) the relationship between current salary and appropriate internal
and external salary comparisons, (2) the average size of salary increases being
granted by competitors, (3) whether the responsibilities of the position have
changed during the preceding year and (4) the individual's performance as
reflected in the overall manner in which his assigned role is carried out.

PERFORMANCE AWARDS

Performance awards serve two functions in implementing the Company's
executive compensation philosophy. First, the incentives permit the Company to
compensate officers directly for performance as measured by objective standards.
Second, the incentives also serve to focus executives on those activities that
are most directly under their control and for which they should be held
accountable.

Each year, the Company establishes target performance award opportunities
(expressed as a percentage of salary), which participants can expect to earn if
all performance goals are fully achieved during the next fiscal year.
Performance awards are proportionately increased or decreased from the target to
reflect performance levels that exceed or fall below expectations.

At the beginning of each year, specific performance goals are set for the
Company, each business unit and each individual participant. For 2001, the
Company determined that the best criteria for measurement of Company and
business unit performance was operating income. Individual performance goals are
assigned annually relating to quality, productivity, expense control,
innovation, management, etc. Individual performance is also assessed by
subjective evaluation.

Performance awards are linked to specific performance goals established by
the Company. The executive compensation plan gives the Company's Human Resources
and Compensation Committee the authority to award performance awards or reduce
or entirely eliminate the performance awards. Performance awards may be made in
cash, stock, stock options or a combination of each. Generally, the Human
Resources and Compensation Committee awards cash awards to executive officers
only to the extent operating income is in excess of target levels. In 2001,
executive officer performance awards were awarded in both cash bonuses and
nonqualified stock options, as described below.

Relative to their performance during the first half of 2001, the Company
issued non-qualified stock options to executive officers on June 30, 2001. The
following table provides the number of option shares granted to each of the
executive officers, along with the exercise price per share, which is equal to
the closing price of the Company's Common Stock on date of grant, and the
corresponding Black-Scholes value.

<Table>
<Caption>
JUNE 30, 2001
-------------

Exercise Price.............................................. $ 25.25
Black-Scholes Value......................................... $15.3967

EXECUTIVE OFFICERS
Dennis B. Gillings.......................................... 8,281
Pamela J. Kirby............................................. 3,126
Santo J. Costa.............................................. 2,743
James L. Bierman............................................ 3,126
John S. Russell............................................. 2,456
Total............................................. 19,732
</Table>

In order to determine the number of options to be granted, the executive
compensation plan performance award guidelines were used. The cash award amount
derived from applying the criteria was then converted into stock options using
the Black-Scholes method of option valuation. Using the Black-Scholes method,
each option was valued upon grant at approximately 60.98% of the value of the
underlying shares. The stock options vested on July 31, 2001.

Performance award targets established for 2001 for the executive officers,
other than Dr. Gillings, averaged 63% of the executive officers' aggregate base
salaries. The value of actual bonus awards averaged 19% of their 2001 aggregate
base salaries.

LONG-TERM INCENTIVE AWARDS

The long-term incentive component of the Company's compensation scheme is
designed to motivate and reward executives for maximizing shareholder value and
encourage the long-term employment of key employees. Long-term incentives are
primarily provided pursuant to the Company's Equity Compensation Plan and the
Nonqualified Stock Option Plan, which are administered by the Human Resources
and Compensation Committee.

When awarding long-term incentives pursuant to the Equity Compensation Plan
and the Nonqualified Stock Option Plan, the Human Resources and Compensation
Committee has established target award guidelines for each level of executive.
These targets are designed to comport with compensation practices among
mid-sized U.S. and international companies in general industry. Actual awards
may vary from the target levels to account for unusual performance or potential
or to meet special hiring or retention needs.

On March 31, June 30, September 30 and December 31, 2001, the Human
Resources and Compensation Committee approved grants of stock options to Dr.
Gillings, Dr. Kirby, Mr. Bierman and Mr. Russell. The size of each award was
determined in accordance with the target award guidelines discussed above. These
options vest on the anniversaries of the grant date over a four year period (25%
of the grant each year). The Company also granted merit options to Mr. Bierman
on June 27, 2001 at an exercise price of $23.23. Since these options carry
exercise prices equal to the fair market value of the Company's Common Stock on
the date of grant, the stock options have value only if the stock price
appreciates from the value on the date the options were granted. This feature is
intended to focus executives on the enhancement of shareholder value over the
long-term and to encourage equity ownership in the Company.

BENEFITS

Benefits offered to executives serve a different purpose than do the other
elements of executive compensation. In general, they are designed to provide a
safety net of protection against the financial catastrophes that can result from
illness, disability or death and to provide a reasonable level of retirement
income. Benefits offered to executives are largely those that are offered to the
general employee population, with some variation primarily to promote tax
efficiency.

CHIEF EXECUTIVE OFFICER ("CEO") COMPENSATION

The Human Resources and Compensation Committee has adopted the policies
described above with respect to Dr. Kirby, whose base salary rate at December
31, 2001 was $550,000. Dr. Kirby's performance award for 2001 included $24,063
in cash and stock options covering 3,126 shares of the Company's Common Stock.
The value of this award represents 13.13% of Dr. Kirby's base salary. The total
of base salary and performance award opportunity was established by the Human
Resources and Compensation Committee at the 50th to 70th percentile of
comparable pay for Chief Executive Officers in the contract research,
biotechnology and pharmaceutical industries. In setting this amount, the Human
Resources and Compensation Committee took into consideration Dr. Kirby's
industry experience and her leadership ability. On March 12, 2001, the Company
granted Dr. Kirby options to purchase 1,000,000 shares of Common Stock at an
exercise price of $14.9375 per share, in connection with her date of hire on
March 12, 2001 and subsequent appointment as Chief Executive Officer of the
Company. Dr. Kirby also received options to purchase 124,577 shares of Common
Stock pursuant to the executive compensation plan, consistent with the target
long term incentive award guidelines adopted by the Human Resources and
Compensation Committee, as discussed above.

POLICY WITH RESPECT TO $1 MILLION DEDUCTION LIMIT

The Company has not awarded any compensation that is non-deductible under
Section 162(m) of the Internal Revenue Code, or the Code. That section imposes a
$1 million limit on the U.S. corporate income tax deduction a publicly-held
company may claim for compensation paid to the named executive officers unless
certain requirements are satisfied. An exception to this limitation is available
for "performance-based" compensation, as defined under Section 162(m).
Compensation received as a result of the exercise of stock options may be
considered performance-based compensation if certain requirements of Section
162(m) are satisfied. The Company has amended the Equity Compensation Plan so
that compensation related to stock options granted under that plan may qualify
as performance-based compensation and remain deductible. In the event that the
Human Resources and Compensation Committee considers approving compensation in
the future which would exceed the $1 million deductibility threshold, the Human
Resources and Compensation Committee will consider what actions, if any, should
be taken to make such compensation deductible.

CONCLUSION

The Human Resources and Compensation Committee believes that these
executive compensation policies and programs effectively promote the Company's
interests and enhance shareholder value.

SUBMITTED BY
THE COMPANY'S HUMAN RESOURCES AND COMPENSATION COMMITTEE

ROBERT C. BISHOP, CHAIRMAN
CHESTER W. DOUGLASS
ARTHUR M. PAPPAS
VIRGINIA V. WELDON

AUDIT COMMITTEE REPORT

The role of the Audit Committee is to assist the Board of Directors in
overseeing the Company's financial reporting process. The Board of Directors, in
its business judgment, has determined that all members of the Audit Committee
are "independent," as required by applicable listing standards of Nasdaq. The
Audit Committee's responsibilities are described in its Charter, adopted by the
Board on August 5, 1999 and amended by the Board on March 13, 2001.

In the performance of its oversight function, the Audit Committee has
considered and discussed the audited financial statements with management and
the independent auditors. The Audit Committee has also discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61, Communication with Audit Committees, as currently in
effect.

The Audit Committee has also received the written disclosures and the
letter from the independent auditors required by the current version of
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees. In connection with that, the Audit Committee has considered whether
the provision of non-audit services by the independent auditors to the Company
is compatible with maintaining the auditor's independence and has discussed with
the auditors the auditors' independence. Following a process of consultation
with advisors, reference to current practices and internal discussions, the
Audit Committee has adopted a policy that the Company should not engage any
consultants that are related to the independent auditors.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including in respect of auditor independence. Management
of the Company is responsible for the preparation of the Company's financial
statements. The independent auditors are responsible for auditing the Company's
financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles. Members of the Audit Committee rely
without independent verification on the information provided to them and on the
representations made by management and the independent public accountants.

Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Audit
Committee referred to above and in the Charter, the Audit Committee recommended
to the Board that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001 to be filed with
the Securities and Exchange Commission.

SUBMITTED BY THE AUDIT COMMITTEE

E. G. F. BROWN
ROBERT C. BISHOP
VAUGHN D. BRYSON

COMPARISON OF CUMULATIVE TOTAL RETURN

The following graph compares the cumulative total shareholder return on the
Company's Common Stock since December 31, 1996 through December 31, 2001, with
the cumulative total return for the same period on the Nasdaq Stock Market
(U.S.) Index and the Nasdaq Health Services Index. The graph assumes that at the
beginning of the period indicated, $100 was invested in the Company's Common
Stock and the stock of the companies comprising the Nasdaq Stock Market (U.S.)
Index and the Nasdaq Health Services Index and that all dividends were
reinvested.

SHAREHOLDER RETURN ON COMMON STOCK

(PERFORMANCE GRAPH)

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG QUINTILES TRANSNATIONAL CORP.
AND THE NASDAQ U.S. STOCK AND NASDAQ HEALTH SERVICES INDICES

<Table>
<Caption>
12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/31/2001
---------- ---------- ---------- ---------- ---------- ----------

QTRN $100 $115 $161 $ 56 $ 63 $ 48
NASDAQ U.S. $100 $123 $173 $312 $193 $153
NASDAQ Health Services $100 $102 $ 86 $ 71 $ 96 $102
</Table>

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with Dr. Gillings, Dr.
Kirby, Mr. Bierman and Mr. Russell and a consulting agreement with Mr. Costa.
The named executive officers are eligible to participate in any bonus, stock
option, pension, insurance, medical, dental, 401(k), disability and other plans
generally made available to the Company's executives.

The employment agreement for Dr. Gillings extends for three years from
February 22, 1994 and automatically renews for additional and successive
one-year terms unless either party provides 90 days' notice

of intent to terminate prior to the expiration of the then-current term. This
agreement was amended on October 26, 1999 to provide more detailed change in
control provisions. The agreement terminates upon Dr. Gillings' death, upon
notice by the Company if Dr. Gillings becomes permanently disabled, upon notice
by the Company for cause, upon notice by Dr. Gillings in the event of a change
in control, as defined in his employment agreement (provided Dr. Gillings
terminates his employment within 18 months following such change in control),
upon notice by Dr. Gillings in the event of the Company's material breach or
improper termination of the employment agreement and upon notice by Dr. Gillings
if Dr. Gillings is not elected as Executive Chairman of the Board of the
Company. The agreement provides for severance payments and continuation of
benefits in the event Dr. Gillings' termination is for permanent disability,
change in control, breach or improper termination by the Company, or for a
change in position. In the event of termination by Dr. Gillings due to permanent
disability, breach or improper termination by the Company or for a change in
position, the Company must pay Dr. Gillings or his estate or beneficiaries his
full base salary then in effect and other benefits under the agreement for the
lesser of three years or the term of the non-compete covenant provided in the
agreement. In the event that Dr. Gillings terminates his employment or is
terminated by the Company without cause within 18 months following a change in
control, the Company must make a severance payment equal to 2.99 times the
amount of Dr. Gillings' base salary and executive compensation plan benefits for
the year of termination, continue his other benefit plans for 18 months and make
a lump sum payment of any amounts held by Dr. Gillings in any of the Company's
retirement plans. In addition, upon a change in control, all options held by Dr.
Gillings will become fully vested and exercisable. The Company is not obligated
to make any payments or provide benefits to Dr. Gillings if the termination is
for cause. The agreement includes a three year (or such lesser period as the
Board determines, but in no event less than one year) non-compete provision
pursuant to which Dr. Gillings cannot compete with the Company in any geographic
area in which it does business and cannot solicit or interfere with the
Company's relationship with any person or entity doing business with the
Company, or offer employment to any person employed by the Company in the one
year period prior to Dr. Gillings' termination of employment. The agreement
prohibits disclosure of any confidential information acquired during the period
of employment with the Company.

The Company entered into split-dollar life insurance agreements as of May
16, 1996 with certain trusts created by Dr. Gillings, pursuant to which the
Company and the trusts will share in the premium costs of certain variable and
whole life insurance policies that pay an aggregate death benefit to the trusts
upon the death of Dr. Gillings or his wife, Joan Gillings, whichever occurs
later. The trusts pay premiums on the policies as if each policy were a one-year
term life policy, and the Company pays the remaining premiums. The Company may
cause this arrangement to be terminated at any time upon 30 days' notice. Upon
termination of the arrangement, surrender of a policy, or payment of the death
benefit under a policy, the Company is entitled to repayment of an amount equal
to the cumulative premiums previously paid by the Company thereunder, with all
remaining amounts going to the trust. Upon any surrender of a policy, the
liability of the related trust to the Company is limited to the cash value of
the policy. See footnotes (5), (8) and (11) to the "Summary Compensation Table"
above for additional information on premium payments made by the Company under
the policies.

The employment agreement for Dr. Kirby extends for two years from April 2,
2001 and automatically renews for additional and successive one-year terms
unless either party provides 90 days' notice of intent to terminate prior to the
expiration of the then-current term. Either party may terminate the employment
relationship without cause at any time upon 90 days' written notice. The Company
may terminate the agreement without written notice at any time for the following
reasons which constitute "cause" under the agreement: Dr. Kirby's death; Dr.
Kirby's physical or mental inability to perform her duties for a specified
period of time; any act or omission by Dr. Kirby constituting willful or gross
misconduct, gross negligence, fraud, misappropriation, embezzlement, criminal
behavior, conflict of interest or competitive business activities or any other
actions that are materially detrimental to the Company or any of its affiliates'
interests; any other reason recognized as "cause" under applicable law; or any
uncured material and fundamental breach of the agreement by Dr. Kirby. Dr. Kirby
may terminate the agreement upon written notice in the event of the Company's
material breach or within 18 months of a change in control, as defined in her
employment agreement, whether or not for "good reason," as defined in the
agreement. "Good reason" includes, without limitation: (1) if within 18 months
of a change in control, Dr. Kirby is not elected as Chief Executive Officer
19

of the Company, (2) if there is a reduction in Dr. Kirby's base salary and (3)
if Dr. Kirby's employment base is moved any place outside a thirty (30) mile
radius from her principal place of residence. In the event Dr. Kirby's
employment is not renewed by the Company or if she is terminated by the Company
without cause, the agreement provides for severance payments equal to Dr.
Kirby's monthly base salary then in effect for the 24 month term of the
non-compete covenant provided in the agreement and continuation of benefits. In
the event that Dr. Kirby terminates her employment, whether or not for good
reason, or is terminated by the Company without cause within 18 months following
a change in control, the Company must make a severance payment equal to 2.99
times the amount of Dr. Kirby's base salary and executive compensation plan
benefits for the year of termination, continue her other benefit plans for 18
months and make a lump sum payment of any amounts held by Dr. Kirby in any of
the Company's retirement plans. In addition, upon a change in control, all
options held by Dr. Kirby will become fully vested and exercisable and will
remain exercisable until the later of the expiration of the applicable exercise
period or three (3) years following the date of termination (but in no event
later than the expiration of the original 10-year term of the options). In the
event that Dr. Kirby terminates her employment as a result of an uncured
material breach of the agreement by the Company, in addition to any other
damages or other relief to which she may otherwise be entitled, the Company must
make a liquidated damage payment equal to Dr. Kirby's then current monthly
salary for the non-competition period set forth in the agreement. The Company is
not obligated to make any payments or provide additional benefits to Dr. Kirby
if the termination is for cause. The agreement includes a 24 month non-compete
provision pursuant to which Dr. Kirby cannot compete with the Company in any
geographic area in which it does business and cannot solicit or interfere with
the Company's relationship with any person or entity doing business with the
Company, or offer employment to any person employed by the Company in the one
year period prior to Dr. Kirby's termination of employment. The agreement
prohibits disclosure of any confidential information acquired during the period
of employment with the Company.

Effective November 29, 1999, Mr. Costa ceased to be President and Chief
Operating Officer of the Company and became its Vice Chairman, a post which he
resigned as of December 31, 2001. Mr. Costa and the Company entered into a
consulting agreement, dated November 20, 2001, which extends for a one-year
term, at which time the Company and Mr. Costa will determine whether such
agreement should be extended for any additional period of time. Under the
consulting agreement, Mr. Costa assumed the role of Senior Consulting Executive.
The consulting agreement prohibits the disclosure of confidential information
and contains customary provisions assigning the rights of any work product
developed by Mr. Costa to the Company. The consulting agreement is subject to
the terms of the amended and restated employment agreement, dated November 30,
1999, between Mr. Costa and the Company, which survived termination of Mr.
Costa's employment as President and Chief Operating Officer of the Company. Mr.
Costa's employment agreement included a one-year non-competition provision
following termination of his employment.

Mr. Bierman's employment agreement, dated June 16, 1998, extends for
successive one-year intervals unless terminated by either party with 90 days
written notice. The Company may terminate this agreement without notice upon Mr.
Bierman's death, his physical or mental inability to perform his duties for a
period of 180 days, his material breach or his acts or omissions that are
materially harmful to the Company's interest. Mr. Bierman may terminate the
agreement if the Company fails to cure its material breach of the agreement
within 30 days of receiving notice of the breach from him. Mr. Bierman is
entitled to severance payments for 12 months following termination if the
Company terminates the agreement for non-renewal or without cause, in which case
he is also entitled to continuation of benefits, or if Mr. Bierman terminates
the agreement for the Company's failure to cure its material breach, in each
instance subject to his compliance with the noncompete, confidentiality,
intellectual property and release provisions of the agreement. Upon a change in
control, as defined in the agreement, Mr. Bierman shall receive 2.99 times his
base salary, as well as accelerated vesting of stock options. The agreement
includes a one year non-compete provision and prohibits Mr. Bierman from
soliciting or interfering with the Company's relationship with any person doing
business with the Company or offering employment to any person employed by the
Company in the one year period prior to Mr. Bierman's termination of employment.

Mr. Russell's employment agreement, dated December 3, 1998, extends for
successive one-year intervals unless terminated by either party with 90 days
written notice. This employment agreement was amended on

October 26, 1999 to provide more detailed change in control provisions. The
Company may terminate this agreement without notice upon Mr. Russell's death,
his physical or mental inability to perform his duties for a period of 180 days,
his material breach, his acts or omissions that are materially harmful to the
Company's interest or any other reason recognized as "cause" under applicable
law. Mr. Russell may terminate the agreement if the Company fails to cure its
material breach of the agreement within 30 days of receiving notice of the
breach from him. Mr. Russell is entitled to severance payments and continuation
of benefits during the 12 months following termination if the Company terminates
the agreement for non-renewal or without cause or if Mr. Russell terminates the
agreement for the Company's failure to cure its material breach, in each
instance subject to his compliance with the noncompete, confidentiality,
intellectual property and release provisions of the agreement. In the event that
Mr. Russell terminates his employment or is terminated by the Company without
cause within 18 months following a change in control, as defined in the
agreement, the Company must make a severance payment equal to 2.99 times the
amount of Mr. Russell's base salary and executive compensation plan benefits for
the year of termination, continue his other benefit plans for 18 months and make
a lump sum payment of any amounts held by Mr. Russell in any of the Company's
retirement plans. In addition, upon a change in control, all options held by Mr.
Russell will become fully vested and exercisable. The agreement includes a one
year non-compete provision and prohibits Mr. Russell from soliciting or
interfering with the Company's relationship with any person doing business with
the Company or offering employment to any person employed by the Company in the
one year period prior to Mr. Russell's termination of employment.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 2001, Dr. Gillings provided extensive business-related travel services
for himself and other Company employees with the use of his own plane. The
Company reimbursed Dr. Gillings for the use of his plane with cash payments
totaling $870,207 and by granting options to Dr. Gillings with an annual
aggregate Black-Scholes value of $1.4 million granted on a quarterly basis at an
exercise price of $18.875 on March 31; $25.25 on June 30; $14.60 on September
30; and $16.05 on December 31. This reimbursement package was approved by the
Human Resources and Compensation Committee and was estimated to be less than the
cost of operating the plane for Company business purposes.

Dr. Geoffrey Barker, the husband of the Company's Chief Executive Officer,
is the Company's Medical Advisor to the Chairman. In connection with his
employment, the Company has agreed to pay him an annual salary of $180,000. The
Company granted Dr. Barker options to purchase 1,914 shares of Common Stock at
an exercise price of $14.60 per share on September 30, 2001 and options to
purchase 1,713 shares of Common Stock at an exercise price of $16.05 on December
31, 2001. The Company affords Dr. Barker customary employee benefits.

On January 1, 2001, the Company entered into a new consulting agreement
with A.M. Pappas & Associates, LLC, or AMP&A, which superseded the consulting
agreement dated January 1, 2000. The 2001 consulting agreement requires the
Company to pay AMP&A specified fees for each day of services provided by AMP&A
under the agreement. The Company has agreed to reimburse AMP&A for all
reasonable out-of-pocket and administrative expenses incurred by AMP&A in
connection with performing its services. In 2001, the Company paid AMP&A
consulting fees of approximately $169,000 in cash and reimbursed AMP&A for
approximately $8,900 in expenses pursuant to the consulting agreement entered
into with AMP&A in January 2001.

The Company is a limited partner in TechAMP International, L.P. and A. M.
Pappas TechAMP II, L.P., funds organized to make venture capital investments in
the equity securities of private companies in the life science sector. TechAMP
International and A. M. Pappas TechAMP II are managed by their general partner,
AMP&A Management, LLC and AMP&A Management II, LLC, respectively, affiliates of
AMP&A. The Company has committed to invest an aggregate of $18,000,000 in
TechAMP International and A.M. Pappas TechAMP II. As a limited partner, the
Company will make capital contributions under this commitment from time to time
at the request of the fund's general partner. In 2001, the Company made capital
contributions of $1,200,000 to TechAMP International and $1,850,000 to A.M.
Pappas TechAMP II.

During 2001, TechAMP International made distributions to its limited partners in
the form of cash and securities on five separate occasions. The Company received
approximately $2,734,000 in the aggregate from TechAMP International, consisting
of approximately $103,000 in cash and securities valued at approximately
$2,631,000 (value based upon three day average closing price prior to
distribution date) as a result of these distributions. A.M. Pappas TechAMP II
did not make any distributions to its limited partners in 2001.

In November 1997, the Company signed a preferred provider agreement with
The Cleveland Clinic Foundation, pursuant to which The Cleveland Clinic would
work with the Company as a preferred provider for investigator services in
certain therapeutic areas, including cardiology, AIDS, cancer and molecular
genetics, and the Company would work with The Cleveland Clinic as a preferred
provider for contract drug development services. Dr. Topol is Provost and Chief
Academic Officer of The Cleveland Clinic. By mutual consent, the parties
terminated the preferred provider agreement effective December 19, 2001. For the
year 2001, the Company incurred fees of approximately $297,300 under the
preferred provider agreement.

SECTION 16(a)

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and Directors to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Based solely
upon review of Forms 3 and 4 and amendments thereto furnished to the Company
during fiscal 2001 and Forms 5 and amendments thereto furnished to the Company
with respect to fiscal 2001, the Company believes that all Section 16(a) filing
requirements applicable to its officers, Directors and greater-than-10%
stockholders were fulfilled in a timely manner.

PROPOSAL 2:

APPROVAL OF 2002 STOCK OPTION PLAN

GENERAL

On February 7, 2002, the Board of Directors adopted the 2002 Stock Option
Plan, or the Plan, subject to the approval of the shareholders. The Company may
use the Plan, in addition to the two other plans of the Company under which it
currently may grant stock options, the Equity Compensation Plan and the
Nonqualified Stock Option Plan, to grant stock options to employees, Directors
and other service providers. If the Plan is approved, the number of shares of
Common Stock authorized for issuance under the Plan will be 5,000,000 shares.
Incentive stock options, or ISOs, and nonqualified stock options, or NSOs, may
be granted under the Plan. (See "Tax Effects of the Plan" below for information
about the tax treatment of ISOs and NSOs.)

Including the 5,000,000 shares reserved for issuance under the Plan, as of
March 11, 2002 the number of shares available for grant under all of the
Company's stock option plans was 7,906,757. As of the same date, the number of
shares subject to outstanding stock options previously granted under all of the
Company's plans was 29,706,078. There were at the same date 118,610,258 shares
of the Company's Common Stock outstanding. Of the outstanding options,
14,340,859 have exercise prices above the market price of the common stock as of
March 11, 2002, and are considered underwater options. In addition, 2,448,565 of
these options have exercise prices above $40.00. The Board of Directors of the
Company determined that reserving 5,000,000 shares under the Plan and previously
granting options at exercise prices that were not underwater is in the best
interest of the shareholders of the Company as a means to retain valuable
employee resources. The Board reached this decision after considering the total
number of shares subject to or reserved for options, as well as the underwater
exercise prices of a large number of outstanding options.

The ability to grant stock options has enabled the Company to attract and
retain highly-qualified personnel by providing equity compensation that is
competitive with that of other similar companies. The Board of Directors
believes that the Plan will continue to promote the growth and prosperity of the
Company

by providing optionees with incentives to achieve long-range performance goals.
The Board of Directors further believes that stock options serve to identify the
interests of optionees with those of the other shareholders of the Company and
provide a means for optionees to participate in the future growth of the
Company.

REQUIRED VOTE

Assuming the presence of a quorum, approval of the Plan requires approval
by the affirmative vote, either in person or by proxy, of at least a majority of
all shares of Common Stock voted at the Annual Meeting. Under North Carolina
corporate law, abstentions are treated as non-votes in determining whether
shareholders have approved a proposal. Abstentions and non-votes will have no
effect on the vote to approve this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR APPROVAL
OF THE 2002 STOCK OPTION PLAN.

DESCRIPTION OF THE 2002 STOCK OPTION PLAN

The following description of the Plan is a summary of its material terms
and provisions, is not intended to be a complete description of the Plan and is
qualified in its entirety by reference to the full text of the Plan, a copy of
which is included as Appendix A to this Proxy Statement and is also available
from the Company upon request.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended, or ERISA. The Plan is not a qualified plan
under Section 401 of the Internal Revenue Code of 1986, as amended, or the Code.

NATURE AND PURPOSE

The Plan provides for grants of ISOs and NSOs. It is designed to attract
and retain personnel of exceptional ability, to motivate such personnel through
added incentives to achieve long-range goals, to provide equity compensation
that is competitive with that of other, similar companies, and to further
identify the interests of the optionees with those of the Company's shareholders
and thereby promote the long-range financial interests of the Company and its
subsidiaries.

ADMINISTRATION

The Human Resources and Compensation Committee of the Board of Directors
administers the Plan. Members of the Human Resources and Compensation Committee
are appointed by the Board of Directors from among its members and may be
removed by the Board of Directors in its discretion. At its discretion, the
Board of Directors may take any action that may be taken by the Human Resources
and Compensation Committee. To the extent desirable to qualify options as exempt
under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or
Section 162(m) of the Code, the Human Resources and Compensation Committee will
be composed (or the transactions otherwise structured) to meet the requirements
of those exemptions. Within limits prescribed by the Board of Directors or the
Human Resources and Compensation Committee, and to the extent permitted by the
rules of the applicable stock exchange and the General Statutes of North
Carolina, the Board of Directors or the Human Resources and Compensation
Committee may designate one or more senior executive officers of the Company to
approve grants of options under the Plan. The Human Resources and Compensation
Committee has the broad discretion to construe, interpret and administer the
Plan, to select the persons to be granted options, to determine the number of
shares to be subject to each option, and to determine the form, terms,
conditions and duration of each option. The Human Resources and Compensation
Committee's decisions are conclusive, final and binding upon all parties.

The Human Resources and Compensation Committee may permit statutory
withholding obligations to be satisfied by withholding shares upon exercise of
options, and may permit the deferral of the delivery of shares upon exercise of
options. The Human Resources and Compensation Committee is not authorized to

grant so-called "reload" options (to replace shares surrendered in payment of
the exercise price of options), to settle any option in cash (except to the
extent necessary to satisfy applicable withholding requirements) or to reprice
any options previously granted pursuant to the Plan. The Human Resources and
Compensation Committee may not grant options with exercise prices less than the
fair market value of the underlying shares on the date of grant, except for
options granted in acquisition transactions to replace options granted under
plans or arrangements of target entities.

SECURITIES TO BE OFFERED

An aggregate of 5,000,000 shares of Common Stock will be reserved for
issuance under the Plan. Shares subject to options under the Plan will be
authorized but unissued shares of Common Stock. To the extent any shares subject
to options under the Plan are not purchased or delivered, or are reacquired by
the Company at their original purchase price, such shares will not be subtracted
from the aggregate number of shares available for options under the Plan and may
again be awarded under the Plan. This re-use of shares would occur, for example,
upon the termination, expiration or cancellation of stock options or the
forfeiture of unvested shares purchased upon exercise of options granted under
the Plan.

The Board of Directors will make equitable adjustments upon the occurrence
of certain events that result in changes in the outstanding shares of Common
Stock or in exchanges of shares of Common Stock for a different number or class
of Common Stock or other securities of the Company or another corporation. These
events include, without limitation, a stock split, reverse stock split, stock
dividend, split-up, spin off, combination, exchange or reclassification of the
Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration. Under such
circumstances, adjustments will be made by the Board of Directors in the
limitation on the aggregate number of shares of Common Stock that may be awarded
under the Plan, the number and class of shares that may be subject to an option,
the purchase price for shares of Common Stock and the fiscal-year limitation on
annual grants to individuals described under "Incidents of Stock Options" below.

ELIGIBLE PARTICIPANTS

The Human Resources and Compensation Committee has the exclusive right,
subject to applicable law, to determine those persons who will be granted
options under the Plan, if the Human Resources and Compensation Committee
determines that such grants will be in the best interest of the Company. Subject
to the foregoing, any employee of the Company or a subsidiary of the Company, as
well as any other person providing services to the Company or a subsidiary,
including consultants and Directors, may participate in the Plan, subject to any
limitations of applicable law. ISOs may be granted only to employees of the
Company or a subsidiary. NSOs may be granted to any service provider of the
Company or a subsidiary.

INCENTIVE STOCK OPTIONS

ISOs are stock options that are intended to quality for favorable tax
treatment under Section 422 of the Code. ISOs may be granted under the Plan for
up to 10 years from the date the Plan was adopted by the Board of Directors,
subject to certain conditions described below.

The exercise price of an ISO under the Plan may not be less than 100% of
the fair market value of the Common Stock on the date of grant (110% for 10%
owners of the Company). The fair market value of the Common Stock for any day in
question will be the closing price of the Common Stock, as reported on the
exchange on which the Common Stock is traded, or the last sale price of the
Common Stock on The Nasdaq Stock Market, as applicable. If a day in question is
not a market trading day, the fair market value will be determined on the next
succeeding market trading day.

An ISO granted under the Plan must be exercised within 10 years from the
date of grant (five years for 10% owners of the Company), or such shorter period
as specified by the Human Resources and Compensation Committee in the option
agreement. Upon a termination of employment of the optionee with the Company, an
ISO will remain exercisable to the extent vested on the date of termination for
such period following the termination of employment as is provided in the option
agreement. An ISO may not remain exercisable
24

following termination of employment for more than three months, unless
employment is terminated because of death or disability. In such cases, an ISO
may be exercised for up to one year after the date of termination. If an option
designated as an ISO remains exercisable for longer than the three-month and
one-year periods described above, as applicable, it will be treated for income
tax purposes as an NSO. In no event may an option be exercised beyond its
original term.

The aggregate fair market value of the shares (determined on the date of
grant) for which ISOs held by an Optionee are exercisable for the first time in
a calendar year may not exceed $100,000. To the extent an option exceeds this
limitation, the excess will be treated as an NSO.

An ISO granted under the Plan will be subject to such other terms and
conditions as the Human Resources and Compensation Committee deems necessary for
the ISO to qualify under Section 422 of the Code, as well as any other terms and
conditions not inconsistent with the Plan as determined by the Human Resources
and Compensation Committee.

NONQUALIFIED STOCK OPTIONS

NSOs may be granted to eligible participants at such times as determined by
the Human Resources and Compensation Committee. NSOs are not eligible for the
favorable tax treatment available to ISOs under Section 422 of the Code. The
exercise price of NSOs under the Plan may not be less than 100% of the fair
market value of the Common Stock on the date of grant.

NSOs granted under the Plan will be exercisable as specified in the
applicable notice of grant and option agreement. Following an optionee's
termination of employment, an NSO will remain exercisable to the extent vested
on the date of termination for such period as is provided in the option
agreement. Such period generally will not exceed three months. If termination of
employment is as a result of death or disability, such period generally will not
exceed one year. In no event will an NSO remain exercisable beyond its original
term.

INCIDENTS OF STOCK OPTIONS

Each stock option granted under the Plan will be subject to such terms and
conditions, not inconsistent with the Plan, as may be determined by the Human
Resources and Compensation Committee. Each option will be evidenced by a "notice
of grant," which may be in electronic form, which sets forth the primary terms
and conditions of the option. In addition, each option will be further subject
to an option agreement, which may be a "master" agreement relating to more than
one option granted to an optionee. Each option agreement will be subject to and
incorporate the Plan, and will include any other terms and conditions, not
inconsistent with the Plan, required by the Human Resources and Compensation
Committee.

Except as provided otherwise by the Human Resources and Compensation
Committee, a stock option granted under the Plan will not be transferable by the
participant other than by will or the laws of descent and distribution and will
be exercisable during the lifetime of the participant only by the participant or
his or her guardian or legal representative. In its discretion the Human
Resources and Compensation Committee may permit NSOs to be transferred by gift
or domestic relations order to or for the benefit of a "family member," as
defined in the General Instructions to Form S-8 under the Securities Act of
1933, as amended.

The exercise price of stock options under the Plan may be payable in cash,
by delivery of shares of common stock that have been held by the optionee for at
least six months, or by so-called "cashless" exercise through a broker pursuant
to a program approved by the Human Resources and Compensation Committee. A
promissory note of an optionee to the Company will not be an acceptable form of
payment for the exercise price of an option. Until an option is exercised, an
optionee will have no rights to vote or receive dividends or any other rights as
a shareholder with respect to the shares covered by an option.

Under the Plan no participant may be granted, in any fiscal year of the
Company, options to purchase more than 500,000 shares of Common Stock; except
that, in connection with a participant's initial employment with the Company, a
participant may be granted an additional 200,000 shares.

EFFECTS OF CHANGE IN CONTROL

In the event of a change in control, outstanding options may be assumed, or
equivalent options substituted, by the surviving, continuing, successor or
purchasing corporation (or parent thereof), or an Acquiring Corporation. Except
as otherwise determined by the Human Resources and Compensation Committee, if
the Acquiring Corporation does not assume or substitute an equivalent option for
an option, the Human Resources and Compensation Committee will notify the
optionee, and the optionee will have not less than 15 days from the date of such
notice to exercise the option to the extent it will be exercisable under the
Plan and any applicable agreement upon the consummation of the change in
control. Unexercised options will terminate at the end of such notice period.

A "change in control" will occur upon (1) the acquisition by any person,
including a group (but not the Company or any subsidiary or employee benefit
plan thereof or Dennis B. Gillings), together with its affiliates and
associates, of the beneficial ownership of at least 33.33% of the total voting
power of the then-outstanding voting securities of the Company; (2) the approval
by the shareholders of a merger, share exchange, consolidation or
reorganization, as a result of which less than 66.66% of the total voting power
of the Acquiring Corporation is held in the aggregate by the shareholders of the
Company prior to the transaction; or (3) the approval by the shareholders of a
sale or disposition of all or substantially all of the Company's assets.

AMENDMENT AND TERMINATION

The Plan will remain in effect for 10 years unless terminated sooner by the
Board of Directors. At any time, the Board of Directors may amend or terminate
the Plan. However, no amendment or termination may adversely affect the rights
of optionees under outstanding options without the optionees' written consent,
and no amendment to the Plan may increase the number of shares reserved for
issuance under the Plan, increase the fiscal-year grant limitations described
above under "Incidents of Stock Options," permit the grant of options with
exercise prices less than the fair market value of the stock on the date of
grant (except in connection with an acquisition transaction, as described
above), permit options to be repriced or effect any other material change in the
Plan without shareholder approval.

Notwithstanding the foregoing, the Human Resources and Compensation
Committee will retain the power to (1) annul any award if the participant is
terminated for cause as determined by the Human Resources and Compensation
Committee, (2) provide for the forfeiture of shares of Common Stock or other
gain under an award as determined by the Human Resources and Compensation
Committee for competing against the Company and (3) grant options with exercise
prices less than the fair market value of the stock on the date of grant to
replace options held by optionees of a target company in connection with a
corporate acquisition.

TAX EFFECTS OF THE PLAN

The following discussion of the federal income tax consequences of awards
granted under the Plan is intended only as a summary of the present federal
income tax treatment of stock options under the Plan. The federal income tax
laws pertaining to equity compensation are highly technical, and such laws are
subject to change at any time. This summary does not discuss the tax
consequences of a participant's death, or the provisions of the income tax laws
of any municipality, state or foreign country in which a participant may reside.

INCENTIVE STOCK OPTIONS

In general, an optionee will realize no regular taxable income, and the
Company will be allowed no federal income tax deduction, upon the grant or
exercise of an ISO. However, the exercise of an option may cause the optionee to
be subject to alternative minimum tax (described below). The regular federal
income tax consequences of a disposition of Common Stock purchased upon the
exercise of an ISO depends upon whether the optionee has held the shares for the
requisite holding period. If the optionee disposes of such shares after the
Holding Period, defined as the later to occur of (1) two years from the date of
the grant of the ISO or (2) one year after the date of the transfer of the
shares to him, then any gain or loss to the optionee
26

will be taxed as a capital gain or loss according to the rules of sales and
exchanges generally. The amount subject to tax will be the difference between
the amount realized and the optionee's cost basis in the shares. Generally, an
optionee's cost basis is the exercise price of the option. In such event, the
Company will not be entitled to a tax deduction by reason of the disposition.
For these purposes, "disposition" means a lifetime transfer of legal title, such
as by sale, exchange, or gift, but does not include a transfer that is triggered
by death, such as one by bequest or inheritance or one made by a decedent to his
estate.

A "disqualifying disposition" occurs if the optionee makes a disposition of
the shares of Common Stock acquired through the exercise of an ISO before
satisfying the Holding Period. Upon a disqualifying disposition, the optionee
must include as ordinary income the gain realized on that disposition to the
extent of the lesser of (1) the fair market value of the Common Stock on the
date of exercise of the ISO minus the option price or (2) the amount realized on
the disposition minus the option price. The excess, if any, of the realized gain
over the ordinary income component will be taxable as capital gain. Upon the
occurrence of a disqualifying disposition, the Company will be entitled to
deduct, as compensation paid, the amount included as ordinary income by the
optionee.

The federal alternative minimum tax consequences of the exercise of an ISO
under the Plan differ from the regular federal income tax consequences of such
exercise. The difference between the option price and the fair market value of
the shares upon exercise will be a preference item subject to the federal
alternative minimum tax.

NONQUALIFIED STOCK OPTIONS

Holders of NSOs will not be entitled to the special tax treatment afforded
by Sections 421 and 422 of the Code in connection with ISOs. An optionee granted
an NSO will realize no taxable income upon grant of the NSO, but at the time of
exercise he or she will realize ordinary taxable income equal to the excess of
the fair market value of the stock over the option price paid. If the optionee
is an employee, the Company will be required to withhold on the amount of income
realized by the optionee in the transaction. The Company will be entitled to a
deduction for federal income tax purposes equal to the ordinary income realized
by the optionee as a result of exercise of an NSO.

An optionee's tax basis in shares acquired upon the exercise of an NSO will
be the fair market value of such shares on the date of exercise. Upon the sale
of such shares, the optionee's gain or loss will equal the difference between
the sale price and such tax basis. Any such gain or loss will be short or
long-term capital gain or loss, depending on whether the shares have been held
for at least 12 months.

INFORMATION REGARDING INDEPENDENT
PUBLIC ACCOUNTANTS AND RELATED MATTERS

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP served as the Company's independent public accountants
for the year ended December 31, 2001. The Audit Committee and the Board of
Directors currently are reviewing the Company's audit needs and its goals for
the performance of its independent public accountants. Although shareholder
ratification of the selection of the Company's independent public accountants is
not required, it has been the Company's practice to seek such ratification. In
light of the fact that the Company's review of its audit needs is ongoing, the
Board's selection of the independent public accountants is not being submitted
to shareholders for ratification this year but will be announced at the time the
decision is made.

A representative of Arthur Andersen LLP has been invited to be present at
the Annual Meeting, make a statement and respond to questions.

FISCAL 2001 AUDIT FIRM FEE SUMMARY

During fiscal year 2001, the Company retained its independent public
accountants, Arthur Andersen LLP, to provide services in the following
categories and amounts (stated in thousands)

<Table>

Audit Fees.................................................. $1,397
Financial Information Systems Design and Implementation
Fees...................................................... $1,796
All Other Fees.............................................. $ 433
------
Total............................................. $3,626
======
</Table>

SUBMISSION OF SHAREHOLDER PROPOSALS FOR
2003 ANNUAL MEETING OF SHAREHOLDERS

Company shareholders who intend to present proposals at the Company's 2003
Annual Meeting and desire to have such proposals included in the Company's proxy
materials relating to the meeting must give advance written notice to the
Company no later than December 3, 2002, which is 120 calendar days prior to the
anniversary of the date of this proxy statement. Such proposals must be in
compliance with applicable laws and regulations in order to be considered for
possible inclusion in the proxy statement and form of proxy for that meeting.

If a shareholder wishes to present a proposal at the Company's 2003 Annual
Meeting and the proposal is not intended to be included in the Company's proxy
statement relating to that meeting, the shareholder must give advance notice to
the Company prior to the deadline for such meeting determined in accordance with
the Company's Bylaws (the "Bylaw Deadline"), as described below in the section
entitled "Other Matters." If a shareholder gives notice of a proposal after the
Bylaw Deadline, the shareholder will not be permitted to present the proposal to
the shareholders for a vote at the meeting.

SEC rules also establish a different deadline relating to shareholder
proposals that are not intended to be included in the Company's proxy statement
(the "Discretionary Vote Deadline"). The Discretionary Vote Deadline for the
year 2003 Annual Meeting is February 16, 2003 (45 calendar days prior to the
anniversary of the mailing date of this proxy statement). If a shareholder gives
notice of such a proposal after the Discretionary Vote Deadline, the Company's
proxy holders will be allowed to use their discretionary voting authority to
vote against the shareholder proposal when and if the proposal is raised at the
Company's 2003 Annual Meeting. Because the Bylaw Deadline cannot be determined
until the Company publicly announces the date for its next Annual Meeting, it is
possible that the Bylaw Deadline may occur after the Discretionary Vote
Deadline. In such a case, a proposal received after the Discretionary Vote
Deadline but before the Bylaw Deadline would be eligible to be presented at the
2003 Annual Meeting, and the Company believes that its proxy holders would be
allowed to use the discretionary authority granted by the proxy card to vote
against the proposal at the meeting without including any disclosure of the
proposal in the proxy statement relating to the meeting.

The Company has not been notified by any shareholder of his or her intent
to present a shareholder proposal from the floor at this year's Annual Meeting.
The enclosed proxy card grants the proxy holders discretionary authority to vote
on any matter properly brought before the Annual Meeting, including any
shareholder proposals properly presented to the Company prior to the Bylaw
Deadline for this year's Annual Meeting.

MISCELLANEOUS

The Company's Annual Report on Form 10-K for the year ended December 31,
2001, which includes financial statements audited and reported upon by the
Company's independent public accountants, is being mailed along with this Proxy
Statement. Additional copies of the Company's Annual Report on Form 10-K for the
year ended December 31, 2001 will be furnished without charge to any shareholder
upon written request directed to Investor Relations, Quintiles Transnational
Corp., P. O. Box 13979, Research Triangle Park, North Carolina 27709-3979.

OTHER MATTERS

The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed form of proxy to vote the shares they represent as
the Board of Directors may recommend. Under the Company's bylaws, in order to be
deemed properly presented, notice of a shareholder's proposal for presentation
at the meeting must be delivered to the Secretary of the Company at the
principal executive offices of the Company not more than 90 and not less than 50
days before the Annual Meeting. The shareholder's notice must set forth, as to
each proposed matter: (1) a brief description of the business desired to be
brought before the Annual Meeting and the reasons for conducting such business
at the Annual Meeting and, if such business includes a proposal to amend the
bylaws of the Company, the language of the proposed amendment; (2) the name and
address, as they appear on the Company's books, of the shareholder proposing
such business; (3) the class and number of shares of the Company which are
beneficially owned by such shareholder; (4) a representation that the
shareholder is a holder of record of stock of the Company entitled to vote at
such Annual Meeting and intends to appear in person or by proxy at the Annual
Meeting to propose such business; and (5) any material interest of the
shareholder in such business.

By Order of the Board of Directors

JOHN S. RUSSELL
Executive Vice President and General
Counsel,
Head Global Human Resources,
Corporate Secretary

Durham, North Carolina
April 2, 2002

APPENDIX A

QUINTILES TRANSNATIONAL CORP.

2002 STOCK OPTION PLAN

1. Purposes of the Plan. The Quintiles Transnational Corp. 2002 Stock
Option Plan (the "Plan") has been established by Quintiles Transnational Corp.
(the "Company") to (i) attract and retain persons eligible to participate in the
Plan; (ii) motivate such persons, by means of appropriate incentives, to achieve
long-range goals; (iii) provide incentive compensation opportunities that are
competitive with those of other, similar companies; and (iv) further identify
Optionees' interests with those of the Company's other shareholders through
compensation based upon the Common Stock and thereby promote the long-term
financial interests of the Company and its Subsidiaries. Options granted under
the Plan may be Incentive Stock Options or Nonqualified Stock Options, as
determined by the Administrator at the time of grant.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or the Committee (or their
designees), as applicable.

(b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or
quotation system on which the Common Stock is listed or quoted and the
applicable laws of any other country or jurisdiction where Options are
granted under the Plan.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of Directors appointed by the Board
in accordance with Section 4 hereof.

(f) "Common Stock" means the common stock of the Company, par value
$.01 per Share.

(g) "Consultant" means any person who is not an Employee and who is
engaged by the Company or any Parent or Subsidiary to render consulting or
advisory services to such entity.

(h) "Director" means a member of the Board.

(i) "Disability" means "permanent and total disability" as defined in
Section 22(e)(3) of the Code.

(j) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee upon (i) any leave of
absence approved by the Company (or by the Parent or Subsidiary that
employs the person) or (ii) a transfer between locations of the Company (or
the Parent or Subsidiary that employs the person) or between the Company,
its Parent, any Subsidiary, or any successor. For purposes of Incentive
Stock Options, no such leave of absence may exceed 90 days, unless
reemployment upon expiration of such leave is guaranteed by statute or
contract. Neither service as a Director nor payment of a Director's fee
shall constitute "employment."

(k) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

(l) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange
or a national market system, including, without limitation, the Nasdaq
National Market or The Nasdaq Small Cap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the date of determination (or the next succeeding
market trading day, if the date of determination is not a market trading
day), as reported in The Wall Street Journal, or such other source as
the Administrator deems reliable;

A-1

(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market
Value shall be the mean between the high bid and low asked prices for
the Common Stock on the date of determination (or the next succeeding
market trading day, if the date of determination is not a market trading
day); or

(iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.

(m) "Incentive Stock Option" means an Option intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Code.

(n) "Notice of Grant" means the notice to an Optionee of the key terms
of an Option (e.g., the option type, number of Shares, exercise price,
vesting and expiration date, etc.). The Notice of Grant may be in written
or electronic form (including in the form of one or more electronic screens
displaying the details of an Option) and shall be deemed to be part of the
Option Agreement.

(o) "Nonqualified Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

(p) "Option" means a stock option granted pursuant to the Plan.

(q) "Option Agreement" means the written agreement between the Company
and an Optionee setting forth the terms and conditions of an Option.

(r) "Optionee" means the holder of an outstanding Option granted under
the Plan.

(s) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(t) "Rule 16b-3" means Rule 16b-3 under the Exchange Act or any
successor thereto.

(u) "Service Provider" means an Employee, Director or Consultant.

(v) "Share" means a share of Common Stock, as adjusted in accordance
with Section 12 below.

(w) "Subsidiary" means, for purposes of Incentive Stock Options, a
"subsidiary corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code. For all other purposes under the Plan (other
than Section 13(a), the term "Subsidiary" means any corporation,
partnership, joint venture, limited liability company or other entity
during any period in which a least a fifty percent (50%) voting or profits
interest is owned, directly or indirectly, by the Company (or any entity
that is a successor to the Company) and any other business venture
designated by the Committee in which the Company (or any entity that is a
successor to the Company) has a significant ownership interest, as
determined in the discretion of the Committee.

3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares that may be subject to Options
and sold under the Plan shall be five million (5,000,000) Shares. The Shares
shall be authorized but unissued Common Stock.

If an Option expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares that were subject thereto shall become available
for future grant or sale under the Plan unless the Plan has terminated. Shares
that have actually been issued under the Plan upon exercise of an Option shall
not be returned to the Plan and shall not become available for future
distribution under the Plan, except that if the Company repurchases unvested
Shares at their original purchase price, such Shares shall become available for
future grant under the Plan.

A-2

4. Administration of the Plan.

(a) Procedure. The Human Resources and Compensation Committee, or
such other Committee as the Board may appoint from time to time, shall
administer the Plan. At the discretion of the Board, the Board may take any
action under the Plan that would otherwise be the responsibility of the
Committee.

(i) Rule 16b-3. To the extent desirable to qualify Options as
exempt under Rule 16b-3, the Committee shall be composed solely of two
or more "Non-Employee Directors," within the meaning of Rule
16b-3(d)(1), or the transactions contemplated hereunder shall otherwise
be structured to meet the requirements for exemption under Rule 16b-3.

(ii) Section 162(m). To the extent desirable to qualify Options
granted hereunder as "performance-based compensation," within the
meaning of Section 162(m) of the Code, the Committee shall be composed
solely of two or more "outside directors" within the meaning of Section
162(m) of the Code.

(iii) Delegation to Officer. The Board or the Committee may
authorize one or more senior executive officers of the Company to
authorize or approve grants of Options within limits specifically
prescribed by the Board or the Committee, as applicable, to the extent
permitted by the rules of any applicable stock exchange or national
market system and by Section 55-8-25 of the General Statutes of North
Carolina. The Board or the Committee may revoke or amend the terms of
such a delegation at any time, but such action shall not invalidate any
prior action of such delegate(s) that were consistent with the terms of
the Plan.

(b) Powers of the Administrator. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority in its
discretion:

(i) To determine the Fair Market Value of the Shares, select the
Service Providers to whom Options may from time to time be granted
hereunder, determine the dates of grant, determine the type and the
number of Shares covered by each Option, establish the terms,
conditions, performance criteria, and other restrictions and provisions
of Options, and approve the forms of Option Agreements, which need not
be identical in each case;

(ii) To prescribe, amend and rescind rules and regulations relating
to the Plan, including rules and regulations for the purpose of
qualifying for preferred tax treatment under non-U.S. tax laws;

(iii) To satisfy the Company's required minimum statutory
withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are
applicable to supplemental taxable income) by repurchasing upon exercise
of an Option that number of Shares having a Fair Market Value equal to
the amount of the Company's required minimum statutory withholding
obligation;

(iv) To permit the deferral of delivery of Shares upon exercise of
Options, subject to such limitations and procedures as the Administrator
may establish; and

(v) To construe and interpret the terms of the Plan and Options
granted under the Plan and to make all other determinations deemed
necessary or advisable for administering the Plan.

(c) Exclusions. The provisions of Section 4(b) above notwithstanding,
the Administrator shall not be authorized under the Plan to grant so-called
"reload" options, to settle any Option in cash, except as permitted under
Section 4(b)(iii) above, or to "reprice" any Option previously granted
pursuant to the Plan, whether through amendment, cancellation or
replacement grants, or any other means.

(d) Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Optionees. No member of the Committee or the Board, as applicable, shall be
liable to any person for any action or determination with respect to the
Plan that he or she makes in good faith. In controlling and managing the
operation and administration of the Plan, the

A-3

Administrator shall take action in a manner that conforms to the Articles
and By-laws of the Company and Applicable Laws.

5. Eligibility. Incentive Stock Options may be granted only to Employees.
Nonqualified Stock Options may be granted to any Service Provider. Options may
be granted to a Service Provider in connection with his or her hiring, retention
or otherwise, prior to the date the Service Provider first performs services to
the Company or its Subsidiaries, provided that no such Option shall vest and be
exercisable prior to the date the Service Provider first performs such services.

6. Limitations.

(a) Incentive Stock Options. Each Incentive Stock Option shall be
designated as such in the Notice of Grant. Notwithstanding such
designation, the aggregate Fair Market Value of Shares (determined on the
date of grant) with respect to which Incentive Stock Options held by an
Optionee are exercisable for the first time during a calendar year may not
exceed One Hundred Thousand Dollars ($100,000). Shares in excess of such
amount shall be treated for income tax purposes as subject to Nonqualified
Stock Options, with the determination to be made in the order the Options
were granted.

(b) Section 162(m).

(i) No Optionee shall be granted, in any fiscal year of the
Company, Options to purchase more than five hundred thousand (500,000)
Shares.

(ii) In addition, in connection with his or her initial service, an
Optionee may be granted Options to purchase up to an additional two
hundred thousand (200,000) Shares that shall not count against the limit
of Section 6(b)(i) above.

(iii) The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as
described in Section 12 below.

(c) No Right to Continued Service. Neither the Plan nor any Option
shall confer upon any Optionee any right to continued service with the
Company, nor shall it interfere in any way with any right of the Optionee
or the Company to terminate the Optionee's relationship as a Service
Provider at any time.

7. Term of Plan. Subject to shareholder approval under Section 18 hereof,
the Plan shall become effective upon its adoption by the Board. It shall
continue in effect for a term of ten (10) years, unless sooner terminated under
Section 15 hereof.

8. Term of Option. The term of each Option shall be stated in the
applicable Option Agreement. The term of an Incentive Stock Option granted to an
Optionee who, on the date of grant, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary shall be no more than five (5) years.

9. Option Exercise Price and Consideration.

(a) Exercise Price. The per share exercise price of an Option shall
be determined by the Administrator, subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Optionee who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or
Subsidiary, the exercise price shall be no less than one hundred ten
percent (110%) of the Fair Market Value per Share on the date of
grant.

(B) granted to any other Optionee, the exercise price shall be
no less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant.

(ii) In the case of a Nonqualified Stock Option, the per Share
exercise price shall be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.
A-4

(iii) Notwithstanding the foregoing, Options may be granted to
replace options granted under a plan or arrangement of a business or
entity, all or a portion of which is acquired by the Company or a
Subsidiary, with exercise prices of less than one hundred percent (100%)
of the Fair Market Value per Share on the date of grant.

(b) Consideration. The consideration to be paid for Shares to be
issued upon the exercise of Options, including the method of payment, shall
be determined by the Administrator in accordance with Applicable Laws (and,
in the case of Incentive Stock Options, shall be determined at the time of
grant). Such consideration may consist of (i) cash or its equivalent, (ii)
other Shares that have been owned by the Optionee for more than six (6)
months on the date of surrender and have a Fair Market Value on the date of
surrender equal to the aggregate exercise price, (iii) delivery of a
properly executed exercise notice, together with irrevocable instructions
to a broker in a form acceptable to the Administrator providing for
assignment to the Company of the proceeds of a sale or loan with respect to
some or all of the Shares acquired upon exercise of an Option, pursuant to
a program or procedure approved by the Administrator (a so-called "cashless
exercise"), or (iv) any combination of the above. Promissory notes of
Optionees to the Company shall not be accepted as consideration for Shares
to be issued on exercise of Options.

10. Exercise of Options.

(a) Exercisability. Options granted hereunder shall be exercisable at
such times and under such conditions as determined by the Administrator and
set forth in the Notice of Grant. Except as provided in the Notice of
Grant, Options granted to Service Providers who are "non-exempt" Employees,
within the meaning of the Fair Labor Standards Act, shall not be
exercisable within six (6) months after the date of grant. Options may not
be exercised for a fraction of a Share.

(b) Procedure for Exercise. An Option shall be deemed to be exercised
when the Company receives (i) notice of exercise from the Optionee in
accordance with the Option Agreement and (ii) full payment for the Shares
in the form of any consideration and method of payment permitted by the
Plan and authorized by the Administrator. Shares issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested by the
Optionee, jointly in the name of the Optionee and the Optionee's spouse.

(c) Rights as a Shareholder. Until Shares subject to Options are
issued (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), Optionees shall
have no right to vote or receive dividends or any other rights as
shareholders with respect to such Shares. The Company shall issue (or cause
to be issued) Shares promptly after Options are exercised. No adjustment
shall be made for dividends or other rights for which the record date is
prior to the date Shares are issued, except as provided in Section 12
hereunder. The exercise of an Option shall decrease the number of Shares
thereafter available under the Plan and under the Option by the number of
Shares as to which the Option is exercised.

(d) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, other than as a result of the Optionee's
death or Disability, any Option held by the Optionee may be exercised by
the Optionee to the extent the Option is vested on the date of termination,
under the Option Agreement or other applicable agreement, within such
period of time as is specified in the Option Agreement (but in no event
later than the expiration of the term of the Option). In the absence of a
specified time in the Option Agreement, an Option shall remain exercisable
for three (3) months following the Optionee's termination. If, on the date
of termination, an Optionee is not vested as to an entire Option, the
Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, an Optionee does not exercise an Option within
the time specified in the Option Agreement or this Section 10(d), as
applicable, the Option shall terminate, and the Shares covered by the
Option shall revert to the Plan.

(e) Disability or Death of Optionee. If an Optionee ceases to be a
Service Provider as a result of the Optionee's Disability or death, any
Option held by the Optionee may be exercised by the Optionee,

A-5

the Optionee's legal guardian or the Optionee's estate or a person who
acquires the right to exercise the Option by bequest or inheritance, as
applicable, to the extent the Option is vested on the date of termination,
under the Option Agreement or other applicable agreement, within such
period of time as is specified in the Option Agreement (but in no event
later than the expiration of the term of the Option). In the absence of a
specified time in the Option Agreement, the Option shall remain exercisable
for twelve (12) months following the Optionee's termination. If, on the
date of termination, an Optionee is not vested as to an entire Option, the
Shares covered by the unvested portion of the Option shall revert to the
Plan. If, after termination, an Optionee does not exercise an Option within
the time specified in the Option Agreement or this Section 10(e), as
applicable, the Option shall terminate, and the Shares covered by the
Option shall revert to the Plan.

11. Non-Transferability of Options. Unless determined otherwise by the
Administrator, Options may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator in its sole discretion
permits an Option to be transferable, it shall be transferable only by gift or
by domestic relations order to or for the benefit of a "family member" of the
Optionee, as defined in the General Instructions to Form S-8 under the
Securities Act of 1933, as amended.

12. Effect of Changes in Capitalization. Subject to any required action by
the shareholders of the Company, the number of Shares covered by each
outstanding Option, the number of Shares that have been authorized for issuance
under the Plan but as to which no Options have yet been granted or which have
been returned to the Plan upon cancellation or expiration of Options, as well as
the price per Share covered by each outstanding Option and the repurchase price
per Share of unvested Shares purchased upon exercise of Options, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
split-up, spin-off, combination, exchange or reclassification of the Common
Stock, or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company. The conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." The Board shall make any such adjustment, and
the Board's determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares subject to Options.

13. Change in Control.

(a) Definition. For purposes of this Plan, a "Change in Control"
shall mean the occurrence of any one of the following:

(i) An acquisition (other than directly from the Company) of any
voting securities of the Company by any "Person" (as such term is used
in Sections 3(a)(9), 13(d)(3) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Act")), after which such Person, together
with its "affiliates" and "associates" (as such terms are defined in
Rule 12b-2 under the Act), becomes the "beneficial owner" (as such term
is defined in Rule 13d-3 under the Act), directly or indirectly, of more
than one-third (33.33%) of the total voting power of the Company's then
outstanding voting securities, but excluding any such acquisition by the
Company, any Person of which a majority of its voting power or its
voting equity securities or equity interests is owned, directly or
indirectly, by the Company (solely for purposes of this Section 13(a), a
"Subsidiary"), any employee benefit plan of the Company or any of its
Subsidiaries (including any Person acting as trustee or other fiduciary
for any such plan), or Dennis B. Gillings;

(ii) The shareholders of the Company approve a merger, share
exchange, consolidation or reorganization involving the Company and any
other corporation or other entity that is not controlled by the Company,
as a result of which less than two-thirds (66.66%) of the total voting
power of the outstanding voting securities of the Company or of the
successor corporation or entity after such transaction are held in the
aggregate by the holders of the Company's voting securities immediately
prior to such transaction; or
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(iii) The shareholders of the Company approve a liquidation or
dissolution of the Company, or approve the sale or other disposition by
the Company of all or substantially all of the Company's assets to any
Person (other than a transfer to a Subsidiary of the Company).

(b) Effect of a Change in Control.

(i) In the event of a Change in Control, the surviving, continuing,
successor, or purchasing corporation or Parent thereof, as the case may
be (the "Acquiring Corporation") may either assume the Company rights
and obligations under outstanding Options or substitute for outstanding
Options substantially equivalent options to purchase the Acquiring
Corporation's stock.

(ii) Except as otherwise determined by the Administrator, in the
event that the Acquiring Corporation does not assume or substitute for
outstanding Options, the Administrator shall notify Optionees in writing
that outstanding Options shall remain outstanding for no less than
fifteen (15) days from date of such notice, shall be exercisable to the
extent exercisable under the Plan and any applicable agreement upon the
consummation of the Change in Control, and shall terminate and cease to
be outstanding upon later of the expiration of such fifteen (15)-day
period or upon the consummation of the Change in Control.
Notwithstanding the foregoing, Shares acquired upon exercise of Options
prior to the Change in Control and any consideration received pursuant
to the Change in Control with respect to such Shares shall continue to
be subject to all applicable provisions of the Option Agreements
evidencing such Options, except as otherwise may be provided in such
Option Agreements.

(iii) For the purposes of this Section 13(b), an Option shall be
considered assumed if, following a Change in Control, the Option confers
the right to purchase or receive, for each Share subject to the Option
immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in
Control by holders of Common Stock (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares). If such consideration is not solely
common stock of the Acquiring Corporation, the Administrator may, with
the consent of the Acquiring Corporation, provide for the consideration
to be received upon the exercise of an Option to be solely common stock
of the Acquiring Corporation equal in fair market value to the per share
consideration received by holders of Common Stock in the Change in
Control.

14. Date of Grant. The date of grant of an Option shall, for all purposes,
be the date on which the Administrator makes the determination granting the
Option, or such later date as the Administrator shall determine. Notice of such
determination shall be given to Optionees within a reasonable time after the
date of grant.

15. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend,
alter, suspend or terminate the Plan, provided that (i) no amendment or
termination may, in the absence of written consent of the Optionee (or, if
the Optionee is not then living, the affected beneficiary), adversely
affect the right of any Optionee or beneficiary under any Option granted
under the Plan prior to the date such amendment is adopted by the Board and
(ii) no amendment may increase the number of Shares reserved for issuance
under the Plan under Section 3, modify the exclusions upon the authority of
the Administrator set forth in Section 4(c), increase the limitations on
the number of Shares set forth in Section 6(b), decrease the minimum Option
exercise price set forth in Section 9(a), or effect any other material
change in the Plan, unless such amendment is approved by the Company's
shareholders. Adjustments pursuant to Section 12 hereof shall not be
subject to the foregoing limitations of this Section 15(a).

(b) Termination for Cause; Noncompetition. The provisions of Section
15(a) notwithstanding, the Administrator shall retain the right and power
to (i) cancel or suspend any Option if the Optionee is terminated for
cause, as determined by the Administrator in its sole discretion, and (ii)
provide for the forfeiture of Shares or other gain under an Option upon the
Optionee's competing against the Company or any Subsidiary.
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16. Conditions Upon Issuance of Shares. Notwithstanding any other
provision of the Plan, the Company shall have no obligation to issue and deliver
Shares pursuant to the exercise of an Option unless such exercise and the
issuance and delivery of such Shares shall comply with all Applicable Laws,
including, without limitation, withholding of all taxes and any requirements of
the Securities Act of 1933, as amended. The issuance and delivery of such Shares
shall be further subject to the approval of counsel for the Company with respect
to such compliance. To the extent the Plan provides for the issuance of stock
certificates to reflect the issuance of Shares, the issuance may be effected on
a non-certificated basis to the extent not prohibited by Applicable Laws.

17. Reservation of Shares. During the term of the Plan, the Company shall
at all times reserve and keep available a number of Shares sufficient to satisfy
the requirements of the Plan.

18. Shareholder Approval. The Plan shall be subject to shareholder
approval, which shall be obtained in accordance with Applicable Laws within
twelve (12) months of the adoption of the Plan by the Board.

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- FOLD AND DETACH HERE -

QUINTILES TRANSNATIONAL CORP.

PROXY FOR 2002 ANNUAL MEETING OF SHAREHOLDERS SOLICITED BY THE BOARD OF
DIRECTORS

The undersigned hereby appoints Dennis B. Gillings, Ph.D. and Pamela J.
Kirby, Ph.D. and each of them as attorney and proxy of the undersigned, each
with the full power of substitution, to represent the undersigned and to vote
all of the shares of stock in Quintiles Transnational Corp. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at the Sheraton Imperial Hotel and Convention Center, 4700 Emperor Blvd.,
Durham, North Carolina 27703 on Wednesday, May 1, 2002 at 5:00 p.m., Eastern
Daylight Saving Time, and any adjournments thereof (1) as hereinafter specified
upon the proposals listed below and as more particularly described in the
Company's Proxy Statement, receipt of which is hereby acknowledged; and (2) in
their discretion upon such other matters as may properly come before the meeting
and any adjournment thereof.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS LISTED BELOW.

1. Election of Class II Directors:

[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary). for all nominees listed below.

Vaughn D. Bryson, Pamela J. Kirby, William L. Roper

INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below:

----------------------------------------------------------------------------

2. Approve the Company's 2002 Stock Option Plan:

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued and to be signed on the reverse)

- FOLD AND DETACH HERE -

(Continued from other side)

By signing the proxy, a shareholder will also be authorizing the proxy
holder to vote in his discretion regarding any procedural motions which may come
before the Annual Meeting. For example, this authority could be used to adjourn
the meeting if the Company believes it is desirable to do so. Adjournment or
other procedural matters could be used to obtain more time before a vote is
taken in order to solicit additional proxies or to provide additional
information to shareholders. The Company has no current plans to adjourn the
meeting, but would attempt to do so if the Company believes that adjournment
would promote shareholder interests.

PLEASE SIGN EXACTLY AS YOUR NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.

DATE , 2002
------------------------
(Be sure to date Proxy)

----------------------------------
Signature and title, if applicable

----------------------------------
Signature if held jointly

When signing as attorney,
executor, administrator, trustee
or guardian, please give full
title as such. If a corporation,
please sign the full corporate
name by the President or other
authorized officer. If a
partnership, please sign in the
partnership name by an authorized
person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.