Exhibit 1.2


                               STOLT OFFSHORE S.A.

                                 Debt Securities

                             UNDERWRITING AGREEMENT

                                                                ----------, ----

Ladies and Gentlemen:

          SECTION 1. Introduction. Stolt Offshore S.A., a societe anonyme
holding organized under the laws of Luxembourg (the "Company"), proposes to
issue and sell from time to time certain of its debt securities registered under
the registration statement referred to in Section 2(a) (the "Debt Securities").
The Debt Securities will be issued under an indenture, dated as of ______, ____
(the "Indenture"), between the Company and ______, as Trustee (the "Trustee"),
in one or more series, which series may vary as to interest rates, maturities,
redemption provisions, selling prices and other terms, with all such terms for
any particular series of the Debt Securities being determined at the time of
sale.

          Particular series of the Debt Securities will be sold pursuant to a
Terms Agreement referred to in Section 3 in the form of Annex A attached hereto,
for resale in accordance with the terms of offering determined at the time of
sale. The Debt Securities involved in any such offering are hereinafter referred
to as the "Securities". Under such Terms Agreement, subject to the terms and
conditions hereof, the Company will agree to issue and sell, and the firm or
firms specified therein (the "Underwriters") will agree to purchase, severally,
the amount of Securities specified therein.

          The representative or representatives of the Underwriters, if any,
specified in a Terms Agreement referred to in Section 3 are hereinafter referred
to as the "Representatives"; provided, however, that if the Terms Agreement does
not specify any representative of the Underwriters, the term "Representatives",
as used in this Agreement (other than in the second sentence of Section 3) shall
mean the Underwriters.

          SECTION 2. Representations, Warranties and Agreements of the Company.
The Company represents, warrants and agrees with, each Underwriter that:

          (a) A registration statement on Form F-3 (No. 333-86288), including a
prospectus relating to the Debt Securities, has been filed with the Securities
and Exchange Commission (the "Commission") and has been declared effective by
the Commission. The various parts of such registration statement, as amended at
the time of the execution of the Terms Agreement referred to in Section 3,
including all exhibits thereto (but excluding the Trustees' Statement of
Eligibility on Form T-1) and the documents incorporated by reference in the
prospectus contained in such registration statement at the time of execution of
the Terms Agreement referred to in Section 3, are hereinafter collectively
referred to as the "Registration
<PAGE>

Statement." Any prospectus included in the Registration Statement at the time it
became effective or in any post-effective amendment thereto filed prior to the
time of execution of the Terms Agreement at the time such amendment became
effective or was filed with the Commission pursuant to and in accordance with
Rule 424(b) ("Rule 424(b)") of the rules and regulations of the Commission (the
"Rules and Regulations") under the Securities Act of 1933, as amended (the
"Securities Act"), as supplemented by a preliminary prospectus supplement
reflecting the proposed terms of the offering of the Securities that is filed
with the Commission pursuant to and in accordance with Rule 424(b) prior to the
time of the execution of the Terms Agreement referred to in Section 3, including
all material incorporated therein by reference, is hereinafter referred to as a
"Preliminary Prospectus." The prospectus included in the Registration Statement,
as supplemented by a prospectus supplement to reflect the terms of the offering
of the Securities, as first filed with the Commission pursuant to and in
accordance with Rule 424(b) including all material incorporated by reference
therein, is hereinafter referred to as the "Prospectus." Any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of such
Preliminary Prospectus or Prospectus, as the case may be, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by
reference in such Prospectus or Preliminary Prospectus, as the case may be. No
stop order suspending the effectiveness of the Registration Statement or
preventing or suspending the use of any Preliminary Prospectus or the Prospectus
has been issued and no proceeding for that purpose has been instituted or, to
the knowledge of the Company, threatened by the Commission.

          (b) The Registration Statement relating to the Debt Securities, on the
effective date thereof, and any Preliminary Prospectus, as of its date,
conformed in all material respects to the requirements of the Securities Act and
the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act") and did not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and the Registration
Statement and the Prospectus, on the date of the Terms Agreement referred to in
Section 3, will conform in all material respects to the requirements of the
Securities Act and the Rules and Regulations, and neither of such documents will
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
(in the case of the Prospectus, in light of the circumstances under which they
were made) not misleading; provided, however, that the foregoing representation
and warranty does not apply to statements in or omissions based upon written
information furnished to the Company by an Underwriter of Securities through a
Representative expressly for use in the Prospectus as amended or supplemented or
any Preliminary Prospectus relating to such Securities.

          (c) The documents incorporated by reference into the Prospectus (the
"Incorporated Documents"), when such documents were filed with the Commission,
conformed in all material respects to the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder, and none of such
documents, when so filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and each document, if any, hereafter
filed and so incorporated by reference in the Prospectus and any further
amendment or supplement thereto (other than documents incorporated by reference
therein relating solely to an offering of securities other than the Securities),
when such documents are filed with the

                                      -2-
<PAGE>

Commission, will conform in all material respects to the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder, and
will not, when so filed, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the foregoing
representation and warranty does not apply to statements in or omissions based
upon written information furnished to the Company by an underwriter of
Securities through the Representatives expressly for use in the Prospectus as
amended or supplemented or any Preliminary Prospectus relating to such
Securities.

          (d) The Company and each of its subsidiaries listed in Annex B (its
"Significant Subsidiaries") have been duly organized and are validly existing as
entities in good standing under the laws of their respective jurisdictions of
organization or authorization (to the extent good standing is recognized in such
jurisdictions). The Company is duly qualified to do business and is in good
standing (to the extent good standing is recognized in such jurisdictions) as a
foreign corporation in each jurisdiction in which its ownership of property or
the conduct of its business requires such qualification except where the failure
to be so qualified would not reasonably be expected to have a material adverse
effect on the business, financial condition, shareholders' equity or results of
operations of the Company and its subsidiaries taken as a whole (a "Material
Adverse Effect"), and has all power and authority necessary to own or hold its
properties and to conduct the business in which it is engaged.

          (e) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of the Company have been duly and
validly authorized and issued, are fully paid and non-assessable and conform to
the description thereof contained in the Prospectus; and all of the issued
shares of each Significant Subsidiary of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable and (except for
directors' qualifying shares) are owned directly or indirectly by the Company,
free and clear of all liens, encumbrances, equities or claims, except as would
not reasonably be expected to result in a Material Adverse Effect.

          (f) The Securities to be issued and sold by the Company to the
Underwriters under the Terms Agreement referred to in Section 3 have been duly
and validly authorized and, when the Securities are issued, authenticated and
delivered against payment therefor in accordance with the terms of the Indenture
and pursuant to such Terms Agreement, will constitute valid and legally binding
instruments, enforceable in accordance with their terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization and similar laws of
general applicability relating to or affecting creditors' rights and to general
principles of equity; and the Securities will conform in all material respects
to the description thereof contained in the Prospectus.

          (g) The Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered by the Company and,
assuming due authorization, execution and delivery by the Trustee, constitutes a
valid and legally binding agreement of the Company, enforceable in accordance
with its terms, subject, as to enforceability, to bankruptcy, insolvency,
reorganization and similar laws of general applicability relating to or
affecting creditors' rights and to general principles of equity; the

                                      -3-
<PAGE>

Indenture conforms in all material respects to the descriptions thereof
contained in the Prospectus.

          (h) This Agreement and the Terms Agreement have been duly authorized,
executed and delivered by the Company and constitutes a valid and binding
obligation of the Company.

          (i) The issue and sale of the Securities be sold by the Company under
the Terms Agreement referred to in Section 3 and the compliance by the Company
with all of the provisions of such Securities, the Indenture, this Agreement and
such Terms Agreement and the consummation of the transactions herein and therein
contemplated will not (i) conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject, (ii)
violate the provisions of the charter, by-laws or other organizational documents
of the Company or any of its subsidiaries or (iii) violate any statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or any of their
properties or assets, except, with respect to (i) and (iii) above, for such
conflicts, breaches or violations which, individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect or materially and
adversely affect the performance of this Agreement by the Company or the
consummation of the transactions contemplated hereby; and no governmental
authorizations are required for the issue and sale of the Securities or the
consummation by the Company of the transactions contemplated by the Indenture,
this Agreement and the Terms Agreement, except (i) such as have been obtained
under the Securities Act, (ii) such consents, approvals, authorizations,
registrations or qualifications as have been obtained under the Exchange Act,
and (iii) such governmental authorizations as may be required under state
securities or Blue Sky laws or any laws of jurisdictions outside Luxembourg and
the United States in connection with the purchase and distribution of the
Securities by or for the account of the Underwriters.

          (j) Neither the Company nor any of its subsidiaries has sustained,
since the date of the latest audited financial statements included in the
Prospectus or incorporated by reference therein, any material loss or material
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus or incorporated by reference therein; and, since
such date, otherwise than as set forth or contemplated in the Prospectus or
incorporated by reference therein, there has not been any (i) material change in
the capital stock of the Company or any material change in the long-term
consolidated debt of the Company and its consolidated subsidiaries or (ii)
Material Adverse Effect.

          (k) The consolidated financial statements (including the related notes
and supporting schedules) filed as part of the Registration Statement or
included in the Prospectus or incorporated by reference therein present fairly
in all material respects the consolidated financial position and consolidated
results of operations of the Company and its consolidated subsidiaries, at the
dates and for the periods indicated, and, except as otherwise indicated in the
Registration

                                      -4-
<PAGE>

Statement, have been prepared in conformity with generally accepted accounting
principles of the United States applied on a consistent basis throughout the
periods involved.

          (l) The Company's independent public accountants, who have certified
certain financial statements of the Company included in the Registration
Statement, are independent public accountants as required by the Securities Act
and the Rules and Regulations.

          (m) Except as set forth in the Prospectus or incorporated by reference
therein, there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any property or assets
of the Company or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would reasonably be
expected to result in a Material Adverse Effect; and to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.

          (n) There are no contracts or other documents which are required to be
described in the Prospectus or incorporated by reference therein or filed as
exhibits to the Registration Statement by the Securities Act or by the Rules and
Regulations which have not been described in the Prospectus or incorporated by
reference therein or filed as exhibits to the Registration Statement.

          (o) No relationship, direct or indirect, exists between or among the
Company on the one hand, and the directors, officers, shareholders, customers,
suppliers or affiliates of the Company on the other hand, which is required to
be described in the Prospectus or incorporated by reference therein which is not
so described.

          (p) Since the date as of which information is given in the Prospectus,
and except as otherwise disclosed in the Prospectus, the Company has not
declared or paid any dividend on its capital shares.

          (q) The Company (i) makes and keeps accurate books and records and
(ii) maintains internal accounting controls which provide reasonable assurance
that (A) transactions are executed in accordance with management's
authorization, (B) transactions are recorded as necessary to permit preparation
of its financial statements and to maintain accountability for its assets, (C)
access to its assets is permitted only in accordance with management's
authorization and (D) the reported accountability for its assets is compared
with existing assets at reasonable intervals.

          (r) Neither the Company nor any of its Significant Subsidiaries (i) is
in violation of its charter, by-laws or other organizational documents, (ii) is
in default in any material respect, and no event has occurred which, with notice
or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
material indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which it is a party or by which it is bound or to which any of
its properties or assets is subject where such default would reasonably be
expected to result in a Material Adverse Effect or a material adverse effect on
the performance of this Agreement by the Company or the consummation of the
transactions contemplated hereby, or (iii) is in

                                      -5-
<PAGE>

violation in any material respect of any law, ordinance, governmental rule,
regulation or court decree to which it or its property or assets may be subject
or has failed to obtain any material license, permit, certificate, franchise or
other governmental authorization or permit necessary to the ownership of its
property or to the conduct of its business, where such violation or such failure
would reasonably be expected to result in a Material Adverse Effect.

          (s) Neither the Company nor any of its subsidiaries is, or, after
giving effect to the offering and sale of the Securities, will be an "investment
company" or an entity "controlled" by an "investment company", as such terms are
defined in the Investment Company Act of 1940, as amended (the "Investment
Company Act").

          (t) Under current law applicable in Luxembourg, all payments by the
Company in respect of the Securities may be made without withholding or
deduction for or on account of any taxes, duties, assessments or charges of
whatever nature imposed or levied by or on behalf of Luxembourg or any political
subdivision thereof or any authority therein or thereof having power to tax.

          (u) Except as otherwise set forth in the Prospectus, the Company and
its subsidiaries (i) are in compliance with all laws and regulations relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants ("Environmental Laws")
applicable to their respective businesses, (ii) have received and are in
compliance with all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii)
have not received notice in writing of any actual or potential liability for the
investigation or remediation of any disposal or release of hazardous or toxic
substances or wastes, pollutants or contaminants, except where such
non-compliance with Environmental Laws, failure to receive required permits,
licenses or other approvals, or liability would not, individually or in the
aggregate, have a Material Adverse Effect.

          (v) The Company and its subsidiaries are insured against such losses
and risks and in such amounts as would reasonably be expected to be adequate to
cover the conduct of their business and the value of their property and as is
customary in the business in which they are engaged.

          (w) Each of the Company and its subsidiaries has good and marketable
title to, or valid and enforceable leasehold interests in, all real property and
assets that are material to the conduct of the Company's business, free and
clear of all liens, encumbrances and security interests, restrictions on title,
equities, claims, or defects, except such as are described in the Prospectus, or
such as would not reasonably be expected to result in a Material Adverse Effect
and do not materially interfere with the use made and proposed to be made of any
of such real property or assets. The Company owns or leases all such properties
as are necessary and material to its operations as now conducted, and as
proposed to be conducted as set forth in the Prospectus.

          (x) The Company was not a Passive Foreign Investment Company ("PFIC")
within the meaning of Section 1297 of the United States Internal Revenue Code of
1986, as

                                      -6-
<PAGE>

amended, for the taxable year ending November 30, 2001, and does not reasonably
expect to become a PFIC for its current taxable year or any future year.

          SECTION 3. Purchase and Offering of Firm Securities. The obligation of
the Company to issue and sell any Securities and the obligation of the
Underwriters to purchase the Securities will be set forth in a Terms Agreement
(the "Terms Agreement") which shall be in the form of an executed writing (which
may be handwritten), and may be evidenced by an exchange of telegraphic or any
other rapid transmission device designed to produce a written record of
communications transmitted at the time the Company determines to sell the
Securities. The Terms Agreement will incorporate by reference the provisions of
this Agreement, except as otherwise provided therein, and will specify the
following: the firm or firms which will be Underwriters; the names of any
Representatives; the aggregate principal amount of the Securities; the principal
amount of Securities to be purchased by each Underwriter; the initial public
offering price of the Securities; the purchase price to be paid by the
Underwriters; and the terms of the Securities not already specified in the
Indenture, including, but not limited to, dates of payment and rate of
interests, if any, maturity, any redemption or repayment provisions and any
sinking fund requirements. The Terms Agreement will also specify the place of
delivery and payment for the Securities and any details of the terms of offering
that should be reflected in the prospectus supplement relating to the offering
of the Securities.

          The time and date of delivery and payment of the Securities will be
the time and date specified in the Terms Agreement, or such other time not later
than seven full business days thereafter as the Representatives and the Company
agree as the time for payment and delivery of the Securities (such time and date
being herein and in the Terms Agreement referred to as the "Closing Date").

          The obligations of the Underwriters to purchase the Securities will be
several and not joint. It is understood that the Underwriters propose to offer
the Securities for sale as set forth in the Prospectus. The Securities delivered
to the Underwriters on the Closing Date will be in definitive fully registered
form and will be in such denominations and registered in such names as the
Underwriters may request.

          SECTION 4. Further Agreements of the Company. The Company agrees with
the several Underwriters that it will furnish to counsel for the Underwriters
one copy of the Registration Statement relating to the Securities, including all
exhibits, in the form in which each became effective and of all amendments
thereto and that, in connection with each offering of Securities:

          (a) The Company will prepare the Prospectus in a form approved by the
Representatives and will file the Prospectus with the Commission pursuant to and
in accordance with Rule 424(b) under the Securities Act not later than the
Commission's close of business on the second business day following execution
and delivery of the Terms Agreement referred to in Section 3 and will make no
further amendment to the Registration Statement or amendment or supplement to
the Prospectus (other than those relating solely to an offering of securities
other than the Securities) prior to the Closing Date which shall be disapproved
by the Representatives promptly after reasonable notice thereof.

                                      -7-
<PAGE>

          (b) During the time when a prospectus relating to the Securities is
required to be delivered under the Securities Act, (i) the Company will advise
the Representatives of the time when any amendment to the Registration Statement
has been filed or, promptly after it receives notice thereof, has become
effective or any supplement to the Prospectus or any amended Prospectus has been
filed (other than those relating solely to an offering of securities other than
the Securities) and furnish the Representatives copies thereof; (ii) the Company
will file promptly all reports required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14(d) or 15(d) of the Exchange Act
subsequent to the date of the Prospectus; (iii) the Company will advise the
Representatives promptly of any request by the Commission for the amending or
supplementing of the Registration Statement or of any part thereof or for
additional information (other than solely in respect of an offering of
securities other than the Securities), and will advise the Representatives
promptly of the institution by the Commission of any stop order proceedings in
respect of the Registration Statement or of any part thereof and will use
commercially reasonable efforts to prevent the issuance of any such stop order
and to obtain as soon as possible its lifting, if issued; and (iv) the Company
will advise the Representatives promptly of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or threat of any
proceeding for such purpose.

          (c) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Securities Act, any event occurs as a result
of which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered, not misleading, or if for any other
reason it is necessary at any time to amend or supplement the Prospectus or to
file under the Exchange Act any document to be incorporated by reference in the
Prospectus in order to comply with the Securities Act, the Trust Indenture Act
or the Exchange Act, the Company promptly will notify the Representatives and at
the Representatives' request file such document and prepare and furnish without
charge to each Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus, or the document that will be filed
under the Exchange Act so as to be incorporated by reference in the Prospectus,
which will correct such statement or omission or effect such compliance,
provided, that in case any Underwriter is required to deliver a prospectus in
connection with sales of any of the Securities at any time nine months or more
after the time of issue of the Prospectus, upon the Representatives' request but
at the expense of such Underwriter, the Company promptly will prepare and
deliver to such Underwriter as many copies as the Representatives may request of
an amended or supplemented Prospectus complying with Section 10(a)(3) of the
Securities Act. Neither the Representatives' consent to, nor the Underwriters'
delivery of, any such amendment or supplement shall constitute a waiver of any
of the conditions set forth in Section 6.

          (d) If necessary, the Company will promptly from time to time take
such action as the Representatives may reasonably request to qualify the
Securities for offering and sale and to determine their eligibility for
investment under the securities laws of such jurisdictions as the
Representatives may reasonably request and to comply with such laws as to permit
the continuance of sales and dealings therein in such jurisdictions for so long
as may be necessary to complete the distribution of the Securities not to exceed
one year, provided that in

                                      -8-
<PAGE>

connection therewith the Company shall not be required to qualify as a foreign
corporation, to subject itself to taxation or to file a general or unlimited
consent to process in any jurisdiction.

          (e) The Company will timely file such reports pursuant to the Exchange
Act as are necessary in order to make generally available to its shareholders as
soon as practicable an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Securities Act
and the Rules and Regulations.

          (f) The Company will furnish to the Representatives copies of the
Registration Statement, any Preliminary Prospectus, the Prospectus and the
Incorporated Documents and during the time when a prospectus relating to the
Securities is required to be delivered under the Securities Act, all amendments
and supplements to such documents (other than those solely relating to an
offering of securities other than the Securities), in each case as soon as
available and in such quantities as are reasonably requested.

          (g) The Company will apply the net proceeds received by it from the
sale of the Securities pursuant to this Agreement and the Terms Agreement as set
forth in the Prospectus under the caption "Use of Proceeds."

          (h) The Company will take such steps as shall be necessary to ensure
that neither the Company nor any subsidiary shall become an "investment company"
as defined in the Investment Company Act.

          SECTION 5. Expenses. The Company will pay or cause to be paid the
following: (a) the costs incident to the authorization, issuance, transfer and
delivery of the Securities and any transfer taxes imposed on the issuance, sale
and delivery of the Securities to each Underwriter; (b) the costs incident to
the preparation, printing and filing under the Securities Act of the
Registration Statement including exhibits, any Preliminary Prospectus and the
Prospectus and any amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters; (c) the costs of distributing
this Agreement, any Terms Agreement and any other related documents in
connection with the offering, purchase, sale and delivery of the Securities; (d)
if applicable, the reasonable fees and expenses (not in excess, in the
aggregate, of $10,000) of qualifying the Securities under the securities laws of
the several jurisdictions where necessary and of preparing, printing and
distributing a Blue Sky Memorandum (including reasonable related fees and
expenses of counsel to the Underwriters) in connection with any Blue Sky
Memorandum; (g) the costs and expenses of the Company relating to investor
presentations on any "road show" if undertaken in connection with the marketing
of the offering of the Securities, including, without limitation, expenses
associated with the production of road show slides and graphics and travel and
lodging expenses of officers of the Company and (h) all other costs and expenses
incident to the performance of the obligations of the Company under this
Agreement; provided that, except as provided in this Section 5, 7 and 9, the
Underwriters will pay all of their own costs and expenses, including the costs
and expenses of their counsel, travel and accommodation expenses of
representatives of the Underwriters in connection with any road show, any
transfer taxes (other than transfer taxes imposed by Luxembourg on the issuance,
sale and delivery of the Securities to the Underwriters and transfer taxes
referred to in (a) above) on resale of any of the Securities by them and the
expenses of advertising any offering of the Securities made by the Underwriter.

                                      -9-
<PAGE>

          SECTION 6. Conditions of Underwriter's Obligations. The obligations of
the several Underwriters to purchase and pay for the Securities on the Closing
Date will be subject to the truth and accuracy in all material respects of the
representations and warranties on the part of the Company herein at and as of
the Closing Date, to the truth and accuracy in all material respects of the
written statements of Company officers made pursuant to the provisions hereof at
and as of the Closing Date, to the performance by the Company in all material
respects of its obligations hereunder, and to each of the following additional
terms and conditions:

          (a) On or prior to the date of the Terms Agreement, the
Representatives shall have received letters, dated the date of delivery thereof,
of the Company's independent public accountants in form and substance reasonably
satisfactory to the Representatives, addressed to the Representatives and dated
the date of delivery thereof (i) confirming that they are independent public
accountants within the meaning of the Securities Act and are in compliance with
the applicable requirements relating to the qualification of accountants under
Rule 2-01 of Regulation S-X of the Commission and (ii) stating, as of the date
thereof (or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Prospectus, as of a date not more than five days prior to such dates), the
conclusions and findings of such firm with respect to the financial information
and other matters ordinarily covered by accountants' "comfort letters" to the
Underwriter in connection with registered public offerings.

          (b) With respect to the letters of the Company' independent public
accountants referred to in (a) above and delivered to the Representatives
concurrently with the execution of the Terms Agreement (the "initial letters"),
the Company shall have furnished to the Representatives a letter (the
"bring-down letter") of such accountants, addressed to the Representatives and
dated the Closing Date (i) confirming that they are independent public
accountants within the meaning of the Securities Act and are in compliance with
the applicable requirements relating to the qualification of accountants under
Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date of
the bring-down letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Prospectus, as of a date not more than five days
prior to the date of the bring-down letter), the conclusions and findings of
such firm with respect to the financial information and other matters covered by
the initial letters and (iii) confirming in all material respects the
conclusions and findings set forth in the initial letters.

          (c) The Prospectus shall have been filed with the Commission pursuant
to Rule 424(b) of the Securities Act within the applicable time period
prescribed for such filing by the Rules and Regulations and in accordance with
Section 4(a) of this Agreement; no stop orders suspending the effectiveness of
the Registration Statement or any part thereof shall have been issued and no
proceedings for that purpose shall have been initiated or threatened by the
Commission; and any request of the Commission for inclusion of additional
information in the Registration Statement or the Prospectus or otherwise shall
have been complied with or otherwise resolved to the Commission's satisfaction.

          (d) All corporate proceedings and other legal matters incident to the
authorization, form and validity of this Agreement, the Terms Agreement, the
Securities, the Registration Statement and the Prospectus, and all other legal
matters relating to this Agreement

                                      -10-
<PAGE>

shall be reasonably satisfactory in all material respects to counsel for the
Underwriters, and the Company shall have furnished to such counsel all documents
and information that they may reasonably request to enable them to pass upon
such matters.

          (e) Luxembourg counsel to the Company shall have furnished to the
Representatives their written opinion addressed to the Representatives and dated
the Closing Date, in form and substance reasonably satisfactory to the
Representatives, to the effect that:

          (i) The Company has been duly organized and is validly existing under
     the laws of Luxembourg with full corporate power and authority to own,
     lease and operate its properties and to conduct its business as described
     in the Prospectus; the Company is duly registered and qualified to conduct
     its business and does not need, in Luxembourg, any governmental
     authorizations, approvals, orders, licenses, certificates, franchises or
     permits of or from any governmental or regulatory officials of Luxembourg
     to own its properties and to conduct its business;

          (ii) The Company has an authorized capitalization as set forth in the
     Prospectus;

          (iii) The Securities have been duly and validly authorized;

          (iv) To the best of such counsel's knowledge, there are no legal or
     governmental proceedings pending before or threatened by any Luxembourg
     court or governmental agency, authority or body, against the Company, or to
     which the Company or its properties is subject, that are required to be
     described in the Prospectus;

          (v) The Company has the corporate power and corporate authority to
     enter into and perform the obligations on its part to be performed under
     the Terms Agreement (including the provisions of this Agreement), the
     Indenture and the Securities and to authorize, issue and sell the
     Securities;

          (vi) This Agreement, the Terms Agreement and the Indenture have been
     duly authorized, executed and delivered by the Company;

          (vii) The issuance and sale of the Securities to be sold by the
     Company under the Terms Agreement and the compliance by the Company with
     all the provisions of the Indenture, the Securities, this Agreement and
     such Terms Agreement and the consummation of the transactions herein and
     therein contemplated will not result in any violation of the provisions of
     the Articles of Incorporation of the Company or any statute, order, rule or
     regulation of any Luxembourg court or governmental agency or body having
     jurisdiction over the Company or its property or assets;

          (viii) No stamp or other issuance taxes or duties are payable by or on
     behalf of the Underwriters under Luxembourg law in connection with the
     issuance and sale of the Securities to the Underwriters, the sale of the
     Securities by the Underwriters or the consummation of the other
     transactions contemplated hereby;

                                      -11-
<PAGE>

          (ix) No consent, approval, authorization or other order of any
     Luxembourg court, regulatory body, administrative agency or other
     governmental body is required for the issuance and sale of the Securities
     or the consummation of the Company of the transactions contemplated by the
     Indenture, this Agreement or the Terms Agreement;

          (x) The consent to service of process and submission to jurisdiction
     and choice of law provisions set forth in Sections 14 and 15 of this
     Agreement are valid and binding agreements of the Company and any judgment
     duly obtained against the Company in a New York Court (as defined in
     Section 15 of this Agreement) in respect of this Agreement or the Terms
     Agreement would be enforceable by suit against the Company in a Luxembourg
     court; and

          (xi) The statements set forth in the Prospectus under the caption
     "Taxation--Luxembourg Taxation," to the extent they constitute matters of
     Luxembourg law and legal conclusions with respect thereto, are accurate in
     all material respects.

          (f) The General Counsel of the Company shall have furnished to the
Representatives his written opinion, addressed to the Representatives and dated
the relevant Closing Date, in form and substance reasonably satisfactory to the
Representatives, to the effect that:

          (i) Each of the Significant Subsidiaries has been duly organized and
     is validly existing as entities in good standing under the laws of its
     jurisdiction of organization (to the extent good standing is recognized in
     such jurisdictions), with power and authority to own its properties and
     conduct its business as described in the Prospectus (for which opinion such
     counsel may rely on the opinions of other counsel);

          (ii) The issuance and sale of the Securities and the compliance by the
     Company with all of the provisions of this Agreement and the Terms
     Agreement and the consummation of the transactions herein and therein
     contemplated will not conflict with or result in a breach or violation of
     any of the terms or provisions of, or constitute a default under, any
     material indenture, mortgage, deed of trust, loan agreement or other
     agreement or instrument to which the Company or any of its subsidiaries is
     a part or by which any the Company or any of its subsidiaries is bound or
     to which any of the property or assets of the Company or any of its
     subsidiaries is subject, except for such conflicts, breaches or violations
     which, individually or in the aggregate, would not reasonably be expected
     to have a Material Adverse Effect or adversely affect the performance of
     this Agreement or the consummation of the transactions contemplated hereby;
     and

          (iii) Except as set forth in the Prospectus or incorporated by
     reference therein, there are no legal or governmental proceedings pending
     to which the Company or any of its subsidiaries is a party or of which any
     property or assets of the Company or any of its subsidiaries is the subject
     which, if determined adversely to the Company or any of its subsidiaries,
     would reasonably be expected to result in a Material Adverse Effect; and to
     the best of such person's knowledge, no such proceedings are threatened or
     contemplated by governmental authorities or threatened by others.

                                      -12-
<PAGE>

          (g) White & Case LLP shall have furnished to the Representatives their
written opinion, as special U.S. counsel to the Company, addressed to the
Representatives and dated the Closing Date, in form and substance reasonably
satisfactory to the Representatives, to the effect that:

          (i) The Registration Statement has become effective under the
     Securities Act, the Prospectus was filed with the Commission pursuant to
     the subparagraph of Rule 424(b) of the Rules and Regulations specified in
     such opinion on the date specified therein and, to such counsel's
     knowledge, no stop order suspending the effectiveness of the Registration
     Statement or any part thereof has been issued and, to the knowledge of such
     counsel, no proceeding for that purpose is pending or threatened by the
     Commission;

          (ii) The Registration Statement relating to the Securities, as of its
     effective date, and the Prospectus, as of the date of the Terms Agreement
     (other than the financial statements and related schedules and other
     financial and statistical data included or incorporated by reference
     therein or omitted therefrom and other than the Trustee's Statement of
     Eligibility on Form T-1, as to which such counsel need express no opinion
     or belief) appeared on their face to comply as to form in all material
     respects with the requirements of the Trust Indenture Act, the Securities
     Act and the Rules and Regulations thereunder; provided that such counsel
     need not assume any responsibility for the accuracy, completeness or
     fairness of the statements contained in the Registration Statement or the
     Prospectus, except for those statements made in clauses (iv) and (v) below;

          (iii) The execution and delivery of the Terms Agreement (including the
     provisions of this Agreement) by the Company and the consummation of the
     transactions contemplated thereby do not result in any violation of the
     provisions of any U.S. federal or New York State law, statute rule or
     regulation. No consent, approval, authorization or order of, or filing or
     registration with, any U.S. federal or New York State court or U.S. federal
     or New York State governmental agency or body is required for the
     execution, delivery and performance of the Terms Agreement by the Company
     and the consummation of the transactions contemplated hereby except the
     registration under the Securities Act of the Securities, and such consents,
     approvals, authorizations, registrations or qualifications as may be
     required under state securities or Blue Sky laws in connection with the
     purchase and distribution of the Securities by the Underwriters (as to
     which such counsel need express no opinion or belief);

          (iv) The Indenture has been duly qualified under the Trust Indenture
     Act and assuming due authorization, execution and delivery by the Company
     and the Trustee, constitutes a valid and legally binding agreement of the
     Company, enforceable in accordance with its terms, except as the
     enforceability thereof may be limited by applicable bankruptcy, insolvency,
     reorganization or other similar laws affecting the
     enforcement of creditors' rights generally, or by general equitable
     principles (regardless of whether the issue of enforceability is considered
     in a proceeding in equity or at law);

                                      -13-
<PAGE>

          (v) Assuming due authorization, execution and delivery by the Company
     under Luxembourg law of the Indenture and the Securities, and assuming the
     due authorization, execution and delivery of the Indenture by the Trustee
     when duly executed, authenticated, issued, delivered and paid for in the
     manner provided in the Indenture, this Agreement and the Prospectus, the
     Securities will constitute, valid and legally binding obligations of the
     Company enforceable in accordance with their terms, except as the
     enforceability thereof may be limited by applicable bankruptcy, insolvency,
     reorganization or other similar laws affecting the enforcement of
     creditors' rights generally, or by general equitable principles (regardless
     of whether the issue of enforceability is considered in a proceeding in
     equity or at law); and the Securities conform in all material respects to
     the descriptions thereof contained in the Prospectus;

          (vi) The statements set forth in the Prospectus under the caption
     "Description of Debt Securities," insofar as they purport to constitute a
     summary of the terms of the Securities, fairly summarize in all material
     respects the terms thereof;

          (vii) The statements set forth in the Prospectus under the caption
     "Taxation--U.S. Federal Income Taxation," to the extent they constitute
     matters of United States federal income tax law and legal conclusions with
     respect thereto, are accurate in all material respects;

          (viii) The Company is not an "investment company" as defined in the
     Investment Company Act;

          (ix) Under the laws of the State of New York relating to personal
     jurisdiction, the Company has, pursuant to the Indenture and Section 15 of
     this Agreement, validly and irrevocably consented to the personal
     jurisdiction of any New York Court (as defined in Section 15) in any action
     arising out of or based upon the Terms Agreement (including the provisions
     of this Agreement), the Securities or the Indenture, as the case may be, or
     the transactions contemplated thereby or hereby, has validly and
     irrevocably waived any objection to the venue of a proceeding in any such
     court, and has validly and irrevocably appointed the Authorized Agent (as
     defined herein) as its authorized agent for the purpose described in
     Section 15 hereof; and service of process effected in the manner set forth
     in Section 15 hereof will be effective; provided, however, that such
     counsel need express no opinion as to whether a federal court sitting in
     New York would have jurisdiction in a suit, action or proceeding against
     the Company brought by one or more plaintiffs who are not U.S. nationals or
     residents;

          (x) The documents incorporated by reference in the Prospectus or any
     further amendment or supplement thereto made by the Company prior to the
     Closing Date (other than the financial statements and other financial and
     statistical data included or incorporated by reference therein or omitted
     therefrom, as to which such counsel need express no opinion), when they
     became effective or were filed with the Commission, as the case may be,
     appeared on their face to comply as to form in all material respects with

                                      -14-
<PAGE>

     the requirements of the Exchange Act, as applicable, and the rules and
     regulations of the Commission thereunder; and

          (xi) To the knowledge of such counsel, the issuance and sale of the
     Securities to be sold by the Company under the Terms Agreement and the
     compliance by the Company with all the provisions of this Agreement and
     such Terms Agreement and the consummation of the transactions herein and
     therein contemplated will not result in any violation of the provisions of
     any New York statute, order, rule or regulation of any New York court or
     governmental agency or body having jurisdiction over the Company or its
     property or assets.

          Such opinion shall also be to the effect that (x) such counsel has
acted as special U.S. counsel to the Company in connection with the preparation
of the Registration Statement and (y) based on the foregoing, nothing has come
to the attention of such counsel which causes them to believe that (a) as of its
Effective Date, the Registration Statement (except for the financial statements
and other financial and statistical data included or incorporated by reference
therein or omitted therefrom and other than the Trustee's Statement of
Eligibility on Form T-1, as to which such counsel need express no opinion or
belief), contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, or that (b) as of the date of the Terms
Agreement, the Prospectus (except for the financial statements and other
financial and statistical data included or incorporated by reference therein or
omitted therefrom and other than the Trustee's Statement of Eligibility on Form
T-1, as to which such counsel need express no opinion or belief) contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made not misleading or that (c) the
Prospectus, as amended or supplemented as of the Closing Date (except for the
financial statements and other financial and statistical data included or
incorporated by reference therein or omitted therefrom and other than the
Trustee's Statement of Eligibility on Form T-1, as to which such counsel need
express no opinion or belief), contains an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. The foregoing opinion and statement may be qualified by a
statement to the effect that such counsel does not assume any responsibility for
the accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus (other than as set forth in clauses (v)
and (vi) above).

          In rendering such opinion, such counsel may state that they express no
opinion as to the laws other than the Federal law of the United States and the
law of the State of New York.

          (h) The Representatives shall have received from their U.S. counsel
such opinion or opinions, dated the Closing Date, with respect to the issuance
and sale of the Securities, the Registration Statement, the Prospectus, the
Indenture and such other related matters as the Underwriters may reasonably
require.

          (i) The Company shall have furnished to the Representatives a
certificate, dated the Closing Date, of its Chief Executive Officer and its
Chief Financial Officer stating that to their knowledge, the representations and
warranties of the Company in

                                      -15-
<PAGE>

Section 2 of this Agreement and in the Terms Agreement, if applicable, are true
and correct in all material respects as of the Closing Date, the Company has
complied in all material respects with all its agreements contained herein and
that the conditions set forth in Sections 6(a) and (i) herein have been met.

          (j) Other than as set forth, contemplated in or incorporated by
reference in the Prospectus: (i) neither the Company nor any of its subsidiaries
shall have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material loss or
interference with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, or (ii) since such date, there shall not
have been any (i) material change in the capital stock of the Company or any
material change in the long-term consolidated debt of the Company and its
consolidated subsidiaries or (ii) Material Adverse Effect, the effect of which,
in any such case described in clause (i) or (ii), is, in the reasonable judgment
of the Representatives, after consultation with the Company, so material and
adverse as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities being delivered on the Closing Date
on the terms and in the manner contemplated in the Prospectus.

          (k) Subsequent to the execution and delivery of the Terms Agreement
there shall not have occurred any of the following: (i) trading in securities
generally on Nasdaq or the Oslo Stock Exchange shall have been suspended for
more than two hours or other material limitation on trading imposed, (ii)
trading in any securities of the Company on any exchange or in the
over-the-counter market, shall have been suspended for more than two hours or
other material limitation on trading of the Company's securities imposed, (iii)
a banking moratorium shall have been declared by U.S. federal or state
authorities, (iv) the United States shall have become engaged in significant
hostilities, there shall have been a significant escalation in hostilities
involving the United States or there shall have been a declaration of a national
emergency or war by the United States or (v) there shall have occurred such a
material adverse change in general economic, political or financial conditions,
including without limitation as a result of significant terrorist activities in
the United States after the date hereof, (or the effect of international
conditions on the financial markets in the United States, Luxembourg or Norway
shall be such) as to make it, in the reasonable judgment of the Representatives,
impracticable or inadvisable to proceed with the public offering or delivery of
the Securities on the terms and in the manner contemplated in the Prospectus.

          All financial statements and schedules included in material
incorporated by reference into the Prospectus shall be deemed included in the
Prospectus for purposes of this subsection.

          All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Representatives.

          SECTION 7. Indemnification and Contribution. (a) The Company shall
indemnify and hold harmless each Underwriter, its officers and employees and
each person, if any, who controls such Underwriter within the meaning of the
Securities Act, from and against

                                      -16-
<PAGE>

any loss, claim, damage or liability, joint or several, or any action in respect
thereof to which such Underwriter, officer, employee or controlling person may
become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement, the Prospectus or in any
amendment or supplement thereto or (ii) the omission or alleged omission to
state in any Preliminary Prospectus, the Registration Statement, the Prospectus,
or in any amendment or supplement thereto, any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse each Underwriter and each such officer, employee or controlling
person promptly upon demand for any legal or other expenses reasonably incurred
by that Underwriter, officer, employee or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage, liability or action arises out of, or is based upon,
any untrue statement or alleged untrue statement or omission or alleged omission
made in any such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives specifically for inclusion therein; and provided further, that
the Company shall not be liable to any Underwriter under the indemnity agreement
in this subsection (a) with respect to any Preliminary Prospectus to the extent
that any such loss, claim, damage or liability of such Underwriter results from
the fact that such Underwriter sold Securities to a person to whom there was not
sent or given, at or prior to the written confirmation of such sale, a copy of
the Prospectus or the Prospectus as then amended or supplemented in any case
where such delivery is required by the Securities Act if the Company has
previously furnished copies thereof in sufficient quantity to such Underwriter
as required by Section 4(f) and the loss, claim, damage or liability of such
Underwriter results from an untrue statement or omission of a material fact
contained in a Preliminary Prospectus which was corrected in the Prospectus or
the Prospectus as then amended, modified or supplemented. The foregoing
indemnity agreement is in addition to any liability that the Company may
otherwise have to any Underwriter or to any officer, employee or controlling
person of such Underwriter.

          (b) Each Underwriter shall indemnify and hold harmless the Company,
its officers and employees, each of its directors, and each person, if any, who
controls the Company within the meaning of the Securities Act, from and against
any loss, claim, damage or liability, joint or several, or any action in respect
thereof, to which the Company or any such director, officer or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such loss, claim, damage, liability or action arises out of, or is based upon,
(i) any untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus or in any amendment or supplement thereto, or (ii) the omission or
alleged omission to state in any Preliminary Prospectus, the Registration
Statement or the Prospectus, or in any amendment or supplement thereto, any
material fact required to be stated therein or necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representatives specifically for
inclusion therein, and shall reimburse the Company and any such director,
officer or controlling person for any legal or other expenses reasonably
incurred by the Company or any such director, officer or controlling person in
connection with investigating or defending or preparing to defend

                                      -17-
<PAGE>

against any such loss, claim, damage, liability or action as such expenses are
incurred. The foregoing indemnity agreement is in addition to any liability
which the respective Underwriters may otherwise have to the Company or any such
director, officer, employee or controlling person.

          (c) Promptly after receipt by an indemnified party under subsection
(a) or (b) of notice of any claim or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however, that
the failure to so notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party under this Section 7 except
to the extent it has been prejudiced by such failure and, provided further, that
the failure to notify the indemnifying party shall not relieve it from any
liability which it may have to an indemnified party otherwise than under this
Section 7. If any such claim or action shall be brought against an indemnified
party, and it notifies the indemnifying party thereof, the indemnifying party
shall be entitled to participate therein and, to the extent that it wishes,
jointly with any other similarly notified indemnifying party, to assume the
defense thereof, with counsel reasonably satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Section 7 for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation unless (i)
the indemnifying party and the indemnified party shall have mutually agreed to
the retention of such counsel, (ii) the indemnifying party has failed within a
reasonable time to retain counsel reasonably satisfactory to the indemnified
party or (iii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. No indemnifying party
shall be liable for any settlement of any proceeding effected without its
written consent, but if settled with such written consent, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement. No indemnifying party shall without the
prior written consent of the indemnified party (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any
judgment with respect to, any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
(i) includes an unconditional release of the indemnified party from all
liability arising out of such claim, action, suit or proceeding and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act, by or on behalf of any indemnified party.

          (d) If the indemnification provided for in this Section 7 shall for
any reason be unavailable (other than as a result of (i) the provisos contained
in Section 7(a), or (ii) the failure of the indemnified party to give notice to
the indemnifying party as required under Section 7(c)) or insufficient to hold
harmless an indemnified party under Section 7(a) or 7(b) in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
therein, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such indemnified
party as a result of such loss, claim, damage or

                                      -18-
<PAGE>

liability, or action in respect thereof, (i) in such proportion as shall be
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other from the offering of the Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and the Underwriters on the other with respect to
the statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Securities purchased under
the Terms Agreement (before deducting expenses and after deducting total
underwriting discounts and commissions) received by the Company bear to the
total underwriting discounts and commissions received by the Underwriters with
respect to the Securities purchased under the Terms Agreement, in each case as
set forth in the table on the cover page of the Prospectus. The relative fault
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the
one hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this subsection (d)
were determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion to
their respective underwriting obligations and not joint.

          SECTION 8. Default of Underwriters. If any Underwriter or Underwriters
shall default in their obligations to purchase the Securities which it has
agreed to purchase under the Terms Agreement relating to such Securities, and
the aggregate principal amount of Securities that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed one-tenth of the
aggregate principal amount of the Securities to be purchased at the Closing
Date, the Lead Underwriter may make arrangements satisfactory to the Company for
the purchase of such Securities by other persons, including any of the other
Underwriters, but if no such arrangements are made by the Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments under the Terms Agreement (including the provisions of
this Agreement), to purchase the Securities that such defaulting Underwriters
agreed but failed to purchase on the Closing Date. If any Underwriter or
Underwriters so default

                                      -19-
<PAGE>

and the aggregate principal amount of Securities with respect to which such
default or defaults occur exceeds one-tenth of the aggregate principal amount of
the Securities that the Underwriters are obligated to purchase on the Closing
Date and arrangements satisfactory to the Lead Underwriter and the Company for
the purchase of such Securities by other persons are not made within 36 hours
after such default, the Terms Agreement will terminate without liability on the
part of any non-defaulting Underwriter or the Company, except as provided in
Section 9. As used in this Agreement, the term "Underwriter" includes any person
substituted for an Underwriter under this Section. Nothing herein will relieve a
defaulting Underwriter from liability for its default.

          The foregoing obligations and agreements set forth in this Section
will not apply if the Terms Agreement specifies that such obligations and
agreements will not apply.

          SECTION 9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the several Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or any of their respective
representatives, officers or directors or any controlling person and will
survive delivery of and payment for the Securities. If the Terms Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Securities by the Underwriters under the Terms Agreement is not consummated, the
Company shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 5 and the respective obligations of the Company and the
Underwriters pursuant to Section 7 shall remain in effect. If the purchase of
the Securities by the Underwriters is not consummated for any reason, other than
solely because of the termination of the Terms Agreement pursuant to Section 8
or the occurrence of any event specified in clause (i), (iii), (iv) or (v) of
Section 6(j), the Company will reimburse the Underwriters for all out-of-pocket
expenses, including fees and disbursements of counsel, reasonably incurred by
them in connection with the offering of the Securities, but the Company shall be
under no further liability to any Underwriter except as provided in Section 5
and Section 7.

          SECTION 10. Notices. All statements, requests, notices and agreements
hereunder shall be in writing and if to the Underwriters shall be sufficient in
all respects, if delivered or sent by first class mail, telex, or facsimile
transmission (confirmed in writing by overnight courier sent on the day of such
facsimile transmission) to the address of the Representatives as set forth in
the Terms Agreement; and if to the Company shall be sufficient in all respects
if delivered or sent by air mail, telex, or facsimile transmission (confirmed in
writing by overnight courier sent on the day of such facsimile transmission) to
the address of the agent for service of the Company set forth in the
Registration Statement, Attention: Alan B. Winsor, Esq. Any such statements,
requests, notices or agreements shall have effect upon receipt thereof.

          SECTION 11. Successors. This Agreement will inure solely to the
benefit of and be binding upon the Company and such Underwriters as are
identified in Terms Agreements and their respective officers and directors and
controlling persons referred to in Sections 7 and 9, and the respective heirs,
executors, administrators, successors and assigns, and no other person will
acquire or have any right or obligation hereunder or by virtue of this
Agreement. No purchaser

                                      -20-
<PAGE>

of any of the Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.

          SECTION 12. Representatives. In all dealings under any Terms Agreement
and hereunder, the Representatives shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by the Representatives.

          SECTION 13. Definition of the Terms "Business Day" and "Subsidiary".
For purposes of this Agreement, (a) "business day" means each Monday, Tuesday,
Wednesday, Thursday or Friday which is not a day on which banking institutions
in New York are generally authorized or obligated by law or executive order to
close and (b) "subsidiary" have the meaning set forth in Rule 405 of the Rules
and Regulations.

          SECTION 14. Governing Law. This Agreement and the Terms Agreement
shall be governed by and construed in accordance with the laws of New York,
without regard to principles of conflict of laws.

          SECTION 15. Submission to Jurisdiction. Each of the parties hereto
irrevocably (i) agrees that any suit, action or proceeding arising out of or
based upon a Terms Agreement (including the provisions of this Agreement) or the
transactions contemplated thereby or hereby may be instituted in any state or
federal court located in the Borough of Manhattan, The City of New York, New
York (each a "New York Court"), (ii) waives, to the fullest extent permitted by
applicable law, any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding and (iii) submits to the
jurisdiction of such courts in any such suit, action or proceeding. The Company
expressly consents to the jurisdiction of any New York Court in respect of any
such suit, action or proceeding and waives any other requirements of or
objections to personal jurisdiction with respect thereto. The Company has
appointed _________ as its authorized agent (the "Authorized Agent") upon whom
process may be served in any such action arising out of or based on any such
Terms Agreement (including the provisions of this Agreement) or the transactions
contemplated hereby or thereby which may be instituted in any New York Court by
any Underwriter or by any person who controls any Underwriter. Such appointment
shall be irrevocable. The Company represents and warrants that the Authorized
Agent has agreed to act as such agent for service of process and agrees to take
any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the Company shall be deemed, in every respect,
effective service of process upon the Company.

          SECTION 16. Counterparts. This Agreement may be executed in one or
more counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such counterparts
shall together constitute one and the same instrument.

          SECTION 17. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning
or interpretation of, this Agreement.

                                      -21-
<PAGE>

          If the foregoing is in accordance with your understanding, please sign
and return three counterparts hereof.

                                        Very truly yours,

                                        STOLT OFFSHORE S.A.

                                        By
                                          -----------------------------
                                          Name:
                                          Title:

Accepted as of the date hereof:

[Names of Underwriters]

By:      [Representatives]

By
  ------------------------------
  Name:
  Title:

On behalf of each of the Underwriters

                                      -22-
<PAGE>
                                                                         Annex A


                               STOLT OFFSHORE S.A.

                                 Debt Securities

                                 Terms Agreement

                                                                 ---------, ----

[Names and Addresses of
Representatives]

Ladies and Gentlemen:

          Stolt Offshore S.A., a societe anonyme holding organized under the
laws of Luxembourg (the "Company"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated _________ __,
____ (the "Underwriting Agreement"), between the Company on the one hand and
__________________, on the other hand, to issue and sell to the Underwriters
named in Schedule I hereto (the "Underwriters") the debt securities of the
Company specified in Schedule II hereto (the "Securities"). Except to the extent
explicitly provided otherwise herein, each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Terms Agreement, except that, if this Terms Agreement and the
Underwriting Agreement are dated different dates, each representation and
warranty with respect to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation and warranty as of the date of
the Underwriting Agreement in relation to the Prospectus (as therein defined)
and also a representation and warranty as of the date of this Terms Agreement in
relation to the Prospectus as amended or supplemented relating to the Securities
which are the subject of this Terms Agreement. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representatives designated to act on behalf of each of the
Underwriters of Securities are set forth in Schedule II hereto.

          Subject to the terms and conditions set forth herein, in Schedule II
hereto and in the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at a purchase price to the Underwriters set forth in
Schedule II hereto, the number of Securities set forth opposite the name of such
Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your understanding, please sign
and return to us _______ counterparts hereof, and upon acceptance hereof by you,
on behalf of the

                                      -1-
<PAGE>

Underwriters, this Terms Agreement and such acceptance hereof, including the
provisions of the Underwriting Agreement incorporated herein by reference, shall
constitute a binding agreement between each of the Underwriters and the Company.
[It is understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be supplied to the Company
upon request, but without warranty on your part (other than as to yourselves) as
to the authority of the signers thereof.]

                                   Very truly yours,

                                   STOLT OFFSHORE S.A.

                                   By
                                     ---------------------------------
                                     Name:
                                     Title:

Accepted as of the date hereof:

[Names of Underwriters]

By:      [Representatives]

By
  ------------------------------
  Name:
  Title:

On behalf of each of the Underwriters

                                      -2-
<PAGE>
                                                                      SCHEDULE I


                                                                 Number of
                                                                 Securities
       Underwriter                                               to be Purchased

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

                               Total.......................
                                                                 ===============

                                      -1-
<PAGE>

                                                                     SCHEDULE II


Title of Securities:  [    %][Senior][Subordinated][Notes] due [          ]

Aggregate principal amount:

Price to public:

     ___% of the principal amount of the Securities, plus accrued interest [,if
any,] from ___ to ___ [and accrued amortization, if any, from ___ to ___]

Purchase price paid by Underwriters:

     ___% of the principal amount of the Securities, plus accrued interest [,if
any,] from ___ to ___ [and accrued amortization, if any, from ___ to ___]

Specified funds for payment of purchase price:

     [Federal funds]
     [New York Clearinghouse funds]

Ranking:

     [Senior][Subordinated]

Indenture:

     Indenture, dated as of ____, [, as supplemented by ____,] between the
Company and ______, as Trustee

Maturity:

     _____

Interest Rate:

     [      %][Zero Coupon][See Floating Rate Provisions]

Interest Payment Dates:

     [months and dates]

Redemption Provisions:

     The Securities may be redeemed, in whole but not in part, at the option of
     the Company at their principal amount, together with accrued interest
     thereon to the date of redemption, if as a result of any change in, or
     amendment to, the laws or regulations of Luxembourg which becomes effective
     after the date of the Indenture, the Company

<PAGE>
     becomes, or will become, obligated to pay any Additional Amounts (as
     defined in the Indenture) in respect of the Securities.

     [No other provisions for redemption]

     [The Securities may be redeemed, otherwise than through the sinking fund,
     in whole or in part at the option of the Company, in the amount of $___ or
     an integral multiple thereof, on or after ____, ____ at the following
     redemption prices (expressed in percentages of principal amount): If
     [redeemed on or before _____, ___%, and if] redeemed during the 12-month
     period beginning _____,

     Year                      Redemption Price
     ----                      ----------------

     and thereafter at 100% of principal amount, together in each case with
     accrued interest to the redemption date]

     [on any interest payment date falling on or after _____, ______ at the
     election of the Company, at a redemption price equal to the principal
     amount thereof, plus accrued interest to the date of redemption].

     [Other possible redemption provisions, such as mandatory redemption upon
     occurrences of certain events]

     [Restriction on refunding]

Sinking Fund Provisions:

     [No sinking fund provisions]

     [The Securities are entitled to the benefit of a sinking fund to retire
     $___ principal amount of Securities on ____ in each of the years ___
     through ___ at 100% of their principal amount plus accrued interests] [,
     together with [cumulative] [non-cumulative] redemptions at the option of
     the Company to retire an additional $____ principal amount of Securities in
     the years ___ through ___ at 100% of their principal amount plus accrued
     interest.]

[If Securities are Extendible Debt Securities, insert -

Extendable Provisions:

     Securities are repayable on ___, ___ [insert date and years], at the option
     of the holder, at their principal amount with accrued interest. Initial
     annual interest rate will be ___%, and thereafter annual interest rate will
     be adjusted on ___, and ___ to a rate not less than ___% of the effective
     annual interest rate on U.S. Treasury obligations with ___-year maturities
     as of the [insert date 15 days prior to maturity date] prior to such
     [insert maturity date].]

If Securities are Floating Rate Debt Securities, insert--
<PAGE>

     Initial annual interest rate will be ___% through ______ [and thereafter
     will be adjusted [monthly] [on each ___, ____, and ___] [to an annual rate
     of ___% above the average rate for ___-year [month] [securities]
     [certificates of deposit] issued by ____ and ____ [insert names of banks].]
     [and the annual interest rate [thereafter] [from ______ through ____] will
     be the interest yield equivalent of the weekly average per annum market
     discount rate for ___-month Treasury bills plus ___% of Interest
     Differential (the excess, if any, of (i) then current weekly average per
     annum secondary market yield for ___-month Treasury bills); [from ___ and
     thereafter the rate will be the then current interest yield equivalent plus
     ____% of the Interest Differential].]

Closing Date:

     [Time and date], ____

Closing Location:

Names and addresses of Representatives:

Address for Notices, etc.:

[Other terms]

---------

A description of particular tax, accounting or other unusual features of the
Securities should be set forth, or referenced to an attached and accompanying
description, if necessary to the understanding of the transaction contemplated.
Such a description might appropriately be in the form in which such features
will be described in the Prospectus for the offering.
<PAGE>

                                                                         Annex B

                            Significant Subsidiaries