Exhibit 1.1


                               STOLT OFFSHORE S.A.

                                  Common Shares

                             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 common shares, par value $2.00 per share, of
the Company (including American Depositary Shares evidencing the Company's
common shares, the "Common Shares").

          Particular issuances of Common Shares 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.
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 number of Common
Shares specified therein (the "Firm Shares"). In such Terms Agreement, the
Company also may grant to such Underwriters, subject to the terms and conditions
set forth therein, an option to purchase additional Common Shares in an amount
not to exceed the amount specified in such Terms Agreement (such additional
Common Shares are hereinafter referred to as the "Option Shares"). The Firm
Shares and the Option Shares are hereinafter collectively referred to as the
"Offered Shares." The Offered Shares are registered pursuant to the registration
statement referred to in Section 2(a).

          Pursuant to the Terms Agreement referred to in Section 3, the
Underwriters may have the right to elect to take delivery of the Offered Shares
in the form of Common Shares or in the form of American Depositary Shares (the
"ADSs"). The ADSs are to be issued pursuant to the Amended and Restated Deposit
Agreement, dated as of July 2, 2002 (the "Deposit Agreement"), among the
Company, Citibank, N.A., as depositary (the "Depositary"), and all holders and
beneficial owners from time to time of the American Depositary Receipts (the
"ADRs") issued by the Depositary and evidencing the ADSs. Each ADS will
initially represent the right to receive one Common Share deposited pursuant to
the Deposit Agreement. Except as the context may otherwise require, references
hereinafter to Common Shares or Offered Shares shall include all of the Common
Shares or Offered Shares, as the case may be, whether in the form of Common
Shares or ADSs.

          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
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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 Offered Shares, 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 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
Offered Shares 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 Offered
Shares, 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 Offered Shares, 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 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

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statements in or omissions based upon written information furnished to the
Company by an Underwriter of Offered Shares through a Representative expressly
for use in the Prospectus as amended or supplemented or any Preliminary
Prospectus relating to such Offered Shares.

          (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 Offered
Shares), when such documents are filed with the 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 Offered Shares through the Representatives
expressly for use in the Prospectus as amended or supplemented or any
Preliminary Prospectus relating to such Offered Shares.

          (d) Registration Statements on Form F-6 (Nos. 333-8848 and 333-90470)
in respect of the ADSs have been filed with the Commission and have been
declared effective by the Commission; no stop orders suspending the
effectiveness of such Registration Statements have been issued and no
proceedings for that purpose have been initiated or, to the knowledge of the
Company, threatened by the Commission (the various parts of such Registration
Statements, including all exhibits thereto, each as amended at the time of the
Terms Agreement, being hereinafter called the "ADS Registration Statements");
such ADS Registration Statements when they became effective conformed, and any
further amendment thereto when they become effective will conform, in all
material respects to the requirements of the Securities Act and the Rules and
Regulations; such ADS Registration Statements when they became effective did
not, and any further amendment thereto when they become effective will not,
contain any 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; and, on the date of any Terms Agreement referred to in Section 3,
the ADS Registration Statements will conform in all material respects to the
requirements of the Securities Act and the Rules and Regulations and they will
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.

          (e) 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

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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.

          (f) 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.

          (g) The unissued Offered Shares 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 issued and delivered against payment
therefor in accordance with such Terms Agreement, will be duly and validly
issued, fully paid and non-assessable and will conform in all material respects
to the description thereof contained in the Prospectus; except as set forth in
the Prospectus, the issuance and sale of the Offered Shares under the Terms
Agreement is not subject to the pre-emptive or other similar rights of any
securityholder of the Company, and the holders of outstanding shares of the
Company do not have any pre-emptive or similar rights under any circumstances,
except as described in the Prospectus; the Offered Shares are freely
transferable by the Company to or for the account of the several Underwriters;
there are no restrictions on the subsequent transfer of the Offered Shares
except as described in the Prospectus; and except as set forth in the
Prospectus, no holder of Common Shares will be subject to personal liability by
reason of being such a holder.

          (h) Upon the due issuance by the Depositary of ADRs evidencing ADSs
against the deposit of Common Shares in accordance with the provisions of the
Deposit Agreement, such ADRs will be duly and validly issued and persons in
whose names such ADRs are registered will be entitled to the rights of
registered holders of ADRs specified therein and in the Deposit Agreement; the
ADSs conform in all material respects to all statements relating thereto
contained in the Prospectus and the ADS Registration Statements and such
descriptions conform to the rights set forth in the instruments defining the
same; no holder of Common Shares in the form of ADSs will be subject to personal
liability by reason of being such a holder; and the Offered Shares may be freely
deposited by the Company with the Depositary against issuance of ADRs evidencing
ADSs.

          (i) The Deposit Agreement has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and delivery
by the Depositary, 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; upon issuance by the Depositary of ADRs evidencing ADSs
and the deposit of Common

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Shares in respect thereof in accordance with the provisions of the Deposit
Agreement, such ADRs will be duly and validly issued and the persons in whose
names the ADRs are registered will be entitled to the rights specified therein
and in the Deposit Agreement; and the Deposit Agreement and the ADRs conform in
all material respects to the descriptions thereof contained in the Prospectus.

          (j) 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.

          (k) The issue and sale of the Offered Shares to be sold by the Company
under the Terms Agreement referred to in Section 3 and the deposit of the Common
Shares with the Depositary against issuance of the ADRs evidencing the ADSs and
the compliance by the Company with all of the provisions of this Agreement, such
Terms Agreement and the Deposit 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 Offered
Shares, for the deposit of the Common Shares with the Depositary against
issuance of ADRs evidencing the ADSs to be delivered or the consummation by the
Company of the transactions contemplated by this Agreement and the Terms
Agreement, except (i) such as have been obtained under the Securities Act and
the Exchange Act, (ii) such as have been obtained with respect to the listing of
the ADSs on the Nasdaq National Market ("Nasdaq") and the listing of the Offered
Shares on the Oslo Stock Exchange (the "OSE"), subject to official notice of
issuance 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 Offered Shares by or for the account of the Underwriters.

          (l) There are no contracts, agreements or understandings between the
Company and any person granting such person the right to require the Company to
file a registration statement under the Securities Act with respect to any
securities of the Company or any of its subsidiaries owned or to be owned by
such person or to require the Company to include such securities in the
securities registered pursuant to the Registration Statement or in any
securities being registered pursuant to any other registration statement filed
by the Company under the Securities Act.

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          (m) 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.

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

          (o) 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.

          (p) 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.

          (q) 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.

          (r) 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.

          (s) Since the date as of which information is given in the Prospectus,
and except as otherwise disclosed in the Prospectus, (i) the Company has not
issued or granted any securities, other than pursuant to employee benefit plans,
qualified stock option plans or other employee compensation plans and (ii) the
Company has not declared or paid any dividend on its capital shares.

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          (t) 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.

          (u) 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, including the Deposit Agreement, 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
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.

          (v) Neither the Company nor any of its subsidiaries is, or, after
giving effect to the offering and sale of the Offered Shares, 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").

          (w) Other than as described or set forth in the Prospectus, no stamp
or other issuance taxes or duties imposed by Luxembourg are payable on behalf of
the Underwriters in connection with the issue and sale of the Offered Shares or
ADSs to the Underwriters, the deposit of the Common Shares under the Deposit
Agreement, the sale of the Offered Shares or ADRs by the Underwriters or the
initial purchasers thereof as contemplated by the Prospectus.

          (x) Under current law applicable in Luxembourg, all payments by the
Company in respect of the Common Shares 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.

          (y) 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

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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.

          (z) 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.

          (aa) 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.

          (bb) 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 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 Shares. The obligation of the
Company to issue and sell any Firm Shares, the obligation of the Underwriters to
purchase the Firm Shares, and, if applicable, the Company's granting to the
Underwriters of an option to purchase any Option Shares, 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 Firm Shares. 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 amount of the Firm Shares, and, if
applicable, the Option Shares; the terms of any option granted by the Company to
the Underwriters to purchase Option Shares; the amount of Firm Shares to be
purchased by each Underwriter; the initial public offering price of the Offered
Shares; the purchase price to be paid by the Underwriters; and whether the
Underwriters have the right to take delivery of the Offered Shares in the form
of ADSs and, if so, the terms for exercise thereof. The Terms Agreement will
also specify the place of delivery and payment for the Offered Shares and any
details of the terms of offering that should be reflected in the prospectus
supplement relating to the offering of the Offered Shares.

          The time and date of delivery and payment of the Firm Shares 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

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delivery of the Firm Shares (such time and date being herein and in the Terms
Agreement referred to as the "Firm Closing Date"). The time and date of delivery
and payment of some or all of the Option Shares, if any, will be the time and
date specified by the Underwriters as provided in the Terms Agreement, which may
be the Firm Closing Date, but shall not be more than seven business days after
the exercise of the option nor in any event prior to the Firm Closing Date (such
time and date being herein and in the Terms Agreement referred to as the "Option
Closing Date"). As used herein and in the Terms Agreement, the term "Closing
Date" means, with respect to the Firm Shares, the Firm Closing Date and, with
respect to the Option Shares, the Option Closing Date.

          The obligations of the Underwriters to purchase the Offered Shares
will be several and not joint. It is understood that the Underwriters propose to
offer the Offered Shares for sale as set forth in the Prospectus. The Offered
Shares delivered to the Underwriters on the Closing Date will be issued by
book-entry credit to the account or accounts in a qualified institution as
specified by the Representatives or, if pursuant to the Terms Agreement the
Underwriters have the right to elect to take delivery of the Offered Shares in
the form of ADSs and the Representatives have exercised such right as provided
in the Terms Agreement, then the Offered Shares will be issued by book-entry
credit to the account specified by the Representatives for the benefit of the
Depositary and the relevant ADSs will be in definitive 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 Offered Shares and one
copy of each of the ADS Registration Statements, in each case including all
exhibits, in the form in which each became effective and of all amendments
thereto and that, in connection with each offering of Offered Shares:

          (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 Offered Shares) prior to the Firm Closing Date or, if later, the
Option Closing Date which in any case shall be disapproved by the
Representatives promptly after reasonable notice thereof.

          (b) During the time when a prospectus relating to the Offered Shares
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 Offered 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

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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 Offered Shares),
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 Offered Shares 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 Offered Shares
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 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 Offered Shares 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 Offered
Shares for offering and sale 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 Offered Shares
not to exceed one year, provided that in 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.

                                      -10-
<PAGE>

          (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
Offered Shares 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 Offered Shares), in each case as
soon as available and in such quantities as are reasonably requested.

          (g) If and to the extent so provided in the Terms Agreement referred
to in Section 3, the Company, for the period therein provided, will not,
directly or indirectly, sell, contract to sell or otherwise dispose of certain
of its securities as specified in such Terms Agreement.

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

          (i) If the Underwriters have the right under the Terms Agreement to
take delivery of the Offered Shares in the form of Common Shares or ADSs and if
they have elected to take delivery of some or all of the Offered Shares in the
form of ADSs, prior to the relevant Closing Date, the Company will deposit the
relevant Common Shares with the Depositary in accordance with the provisions of
the Deposit Agreement and otherwise will comply with the Deposit Agreement so
that ADRs evidencing the requisite number of ADSs will be executed (and, if
applicable, countersigned) and issued by the Depositary against receipt of such
Common Shares and delivered to the Underwriters on the Closing Date.

          (j) The Company will use its commercially reasonable efforts to list,
subject to notice of issuance, the Offered Shares on the OSE and, if applicable,
the ADSs on Nasdaq.

          (k) 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 Offered Shares and any transfer taxes imposed on the issuance,
sale and delivery of the Offered Shares to each Underwriter; (b) the costs
incident to the preparation, printing and filing under the Securities Act of the
Registration Statement including exhibits, the ADS Registration Statements, 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 Offered Shares; (d) the filing fees incident to securing the review by
the National Association of Securities Dealers, Inc. of the terms of sale of the
Offered Shares; (e) any applicable listing or other fees related to the listing
of the ADSs on Nasdaq and the Offered Shares on the OSE; (f) if applicable, the
reasonable fees and expenses (not in excess, in the aggregate, of $10,000) of
qualifying the Offered Shares 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

                                      -11-
<PAGE>

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
Offered Shares, including, without limitation, expenses associated with the
production of road show slides and graphics and travel and lodging expenses of
officers of the Company; (h) the cost of preparing ADRs evidencing ADSs and the
delivery of the ADSs to the Underwriters, including any capital, stamp or other
similar tax or duty imposed by Luxembourg payable upon the issue of the ADSs;
(i) the costs and expenses of the deposit of the Offered Shares by the Company
under the Deposit Agreement in exchange for ADRs issued thereunder, including
the charges of the Depositary in connection therewith; (j) the fees and expenses
(including reasonable fees and disbursements of counsel) of the Depositary, the
book-entry depositary and any custodian appointed under the Deposit Agreement
other than the fees and expenses to be paid by holders of ADRs (other than the
Underwriters, in connection with the purchase of ADSs); (k) the costs and
charges of any transfer agent or registrar in connection with the issuance of
the Offered Shares to the Underwriters; and (l) 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 Offered Shares to the Underwriters and transfer taxes
referred to in (a) above) on resale of any of the Offered Shares by them and the
expenses of advertising any offering of the Offered Shares made by the
Underwriter.

          SECTION 6. Conditions of Underwriter's Obligations. The obligations of
the several Underwriters to purchase and pay for the Firm Shares on the Firm
Closing Date and the Option Shares on the Option 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 applicable 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 applicable 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's independent public
accountants referred to in (a) above and delivered to the Representatives
concurrently with the execution of

                                      -12-
<PAGE>

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 relevant 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 the ADS Registration Statements 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
Offered Shares, the Registration Statement and the Prospectus, and all other
lega1 matters relating to this Agreement 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 relevant 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, and all of the outstanding Common 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 such description conforms to the rights set forth in the
     Articles of Incorporation;

                                      -13-
<PAGE>

          (iii) The issuance and sale of the Offered Shares under the Terms
     Agreement is not subject to the pre-emptive or other similar rights of any
     securityholder of the Company, and the holders of outstanding shares of the
     Company do not have any pre-emptive or similar rights under any
     circumstances, except as described in the Prospectus or as may be provided
     by contract;

          (iv) The Offered Shares are freely transferable by the Company to or
     for the account of the several Underwriters, and there are no restrictions
     on the subsequent transfer of the Common Shares, except as described in the
     Prospectus or as may be provided by contract;

          (v) No holder of Common Shares will be subject to personal liability
     by mere reason of being such a holder;

          (vi) The Offered Shares have been duly and validly authorized and,
     when issued and delivered against payment therefor will be duly and validly
     issued, fully paid and non-assessable;

          (vii) Except as described in the Prospectus or provided in the
     Articles of Incorporation, there are no preemptive or other rights to
     subscribe for or to purchase, nor any restriction upon the voting or
     transfer of, any Common Shares;

          (viii) 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;

          (ix) 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); and

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

          (xi) The issuance and sale of the Offered Shares to be sold by the
     Company under the Terms Agreement and the deposit of the Common Shares with
     the Depositary against issuance of the ADRs evidencing the ADSs and the
     compliance by the Company with all the provisions of this Agreement, such
     Terms Agreement and the Deposit 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;

          (xii) Other than as described or set forth in the Prospectus, 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 Offered Shares to the Underwriters, the deposit of the Common Shares
     under the Deposit Agreement, the sale

                                      -14-
<PAGE>

     of the Offered Shares or ADRs by the Underwriters or the consummation of
     the other transactions contemplated hereby;

          (xiii) 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 Offered
     Shares, for the deposit of the Common Shares with the Depositary against
     issuance of ADRs evidencing the ADSs to be delivered or the consummation of
     the Company of the transactions contemplated by this Agreement or the Terms
     Agreement;

          (xiv) 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;

          (xv) 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;

          (xvi) The statements set forth in the Prospectus under the caption
     "Description of Common Shares," to the extent such statements relate to
     matters of Luxembourg law or regulation or to the provisions of documents
     therein described, are true and accurate in all material respects; and

          (xvii) The Deposit Agreement has been duly authorized, executed and
     delivered by an officer of the Company duly elected or appointed and
     thereunto duly authorized under the laws of Luxembourg and, assuming due
     authorization, execution and delivery of the Deposit Agreement by the
     Depositary, constitutes a valid and legally binding agreement of the
     Company, enforceable in accordance with its terms, except insofar as such
     enforceability may be limited by applicable bankruptcy, insolvency,
     moratorium and other laws relating to creditors' rights generally and
     general principles of equity (whether considered in an action at law or in
     equity).

          (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 Offered Shares and the deposit of
     the Common Shares with the Depositary against issuance of the ADRs
     evidencing the ADSs

                                      -15-
<PAGE>

     and the compliance by the Company with all of the provisions of this
     Agreement, the Terms Agreement and the Deposit 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 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.

          (g) If the Representatives elect pursuant to the Terms Agreement to
take delivery of some or all of the Offered Shares in the form of ADSs, the
Representatives shall have received an opinion, dated the relevant Closing Date,
of counsel for the Depositary, in form and substance satisfactory to the
Representatives, to the effect that:

          (i) The Deposit Agreement has been duly authorized, executed and
     delivered by the Depositary and constitutes the valid and legally binding
     agreement of the Depositary, enforceable against the Depositary in
     accordance with its terms except to the extent that (A) enforcement thereof
     may be limited by (1) bankruptcy, insolvency (including, without
     limitation, all laws relating to fraudulent transfers), reorganization,
     moratorium or similar laws now or hereafter in effect relating to or
     affecting creditors' rights generally, and (2) general principles of equity
     (regardless of whether enforceability is considered in a proceeding in law
     or in equity), and (B) rights to indemnity and contribution may be limited
     by United States federal or state securities laws or public policy;

          (ii) The Depositary has full power and authority and legal right to
     execute and deliver the Deposit Agreement and to perform its obligations
     thereunder; and

          (iii) The ADRs issued in accordance with the terms and conditions of
     the Deposit Agreement and the ADS Registration Statements to evidence the
     [----------] ADSs delivered to the Underwriters in connection with the
     transaction contemplated in the Underwriting Agreement are duly and validly
     issued and entitle the Holders thereof (as defined in the Deposit
     Agreement) to the rights specified therein and in the Deposit Agreement.

                                   -16-
<PAGE>

          (h) 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 relevant 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 Offered Shares, 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 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 Offered Shares and the ADSs,
     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 Offered Shares by
     the Underwriters (as to which such counsel need express no opinion or
     belief);

          (iv) The  statements  set forth in the  Prospectus  under the  caption
     "Description of American  Depositary  Receipts  Relating to Common Shares",
     insofar as they  purport to  constitute a summary of the terms of the ADRs,
     fairly  summarize  in all  material  respects  the  terms  of  the  Deposit
     Agreement and the ADRs and the agreements set forth therein;

          (v) 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;

                                      -17-
<PAGE>

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

          (vii) The Deposit Agreement has been duly executed and delivered by
     the Company under the laws of the State of New York and, assuming due
     authorization, execution and delivery of the Deposit Agreement by the
     Depositary and that each of the Depositary and the Company has full power,
     authority and legal right to enter into and perform its obligations
     thereunder, constitutes a valid and legally binding agreement of the
     Company, enforceable in accordance with its terms, except insofar as
     enforceability may be limited by applicable bankruptcy, insolvency,
     moratorium and other laws relating to creditors' rights generally and
     general principles of equity (whether considered in an action at law or in
     equity);

          (viii) If the Representatives elect pursuant to the Terms Agreement to
     take delivery of some or all of the Offered Shares in the form of ADSs,
     upon due issuance of a master ADR evidencing ADSs being delivered on the
     relevant Closing Date against the deposit of Common Shares to be deposited
     by the Company in respect thereof in accordance with the provisions of the
     Deposit Agreement, such master ADR with respect to such Common Shares will
     be duly and validly issued and the person in whose name the master ADR is
     registered will be entitled to the rights specified therein and in the
     Deposit Agreement;

          (ix) Under the laws of the State of New York relating to personal
     jurisdiction, the Company has, pursuant to 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) 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
     relevant 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 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
     Offered Shares to be sold by the Company under the Terms Agreement and the
     deposit of the Common Shares with the Depositary against issuance of the
     ADRs evidencing the ADSs

                                      -18-
<PAGE>

     and the compliance by the Company with all the provisions of this
     Agreement, such Terms Agreement and the Deposit 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 relevant 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
(iv) and (v) 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.

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

          (j) The Company shall have furnished to the Representatives a
certificate, dated the relevant 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 Section 2 of this Agreement and in the Terms
Agreement, if applicable, are true and correct in all material respects as of
such 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 (k) herein have been met.

                                      -19-
<PAGE>

          (k) 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 (A) 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 (B) 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 Offered Shares being delivered on such Closing
Date on the terms and in the manner contemplated in the Prospectus.

          (l) 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 Offered Shares on the terms and in the manner contemplated in the
Prospectus.

          (m) Nasdaq and the OSE shall have approved the Offered Shares to be
sold by the Company at such Closing Date for listing, subject only to official
notice of issuance.

          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 any loss,
claim, damage or liability, joint or

                                      -20-
<PAGE>

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, the ADS Registration Statements or in any amendment
or supplement thereto or (ii) the omission or alleged omission to state in any
Preliminary Prospectus, the Registration Statement, the ADS Registration
Statements, 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 Common Shares or
ADSs 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, the ADS
Registration Statements 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

                                      -21-
<PAGE>

Company or any such director, officer 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. 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

                                      -22-
<PAGE>

amount paid or payable by such indemnified party as a result of such loss,
claim, damage or 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
Offered Shares 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 Offered Shares
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 Offered Shares 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 Offered Shares 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 Offered Shares which it has
agreed to purchase under the Terms Agreement relating to such Offered Shares,
and the number of shares of Offered Shares that such defaulting Underwriter or
Underwriters agreed but failed to purchase does not exceed 10% of the total
number of shares of Offered Shares, the Lead Underwriter may make arrangements
satisfactory to the Company for the purchase of such Offered Shares 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 Offered
Shares that such defaulting Underwriters agreed but failed

                                      -23-
<PAGE>

to purchase on such Closing Date. If any Underwriter or Underwriters so default
and the number of shares of Offered Shares with respect to which such default or
defaults occur exceeds 10% of the total number of shares of Offered Shares 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
Offered Shares 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 Offered Shares. If the Terms Agreement
is terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Shares 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 Offered Shares 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(l), 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 Offered Shares, 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., Senior Vice President,
Secretary and General Counsel. 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

                                      -24-
<PAGE>

acquire or have any right or obligation hereunder or by virtue of this
Agreement. No purchaser of any of the Offered Shares 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.

                                      -25-
<PAGE>

          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.

                                      -26-
<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

                                      -27-
<PAGE>

                                                                         Annex A


                               STOLT OFFSHORE S.A.

                                  Common Shares

                                 Terms Agreement

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


[Names and Addresses of
Representatives]

Ladies and Gentlemen:

1.   Introductory

          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 number of common shares, par
value $2.00 per share, of the Company (the "Common Shares") specified in
Schedule II hereto. 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 Common Shares 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 Common Shares 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 Firm Shares set forth opposite the name of
such Underwriter in Schedule I hereto.
<PAGE>

2.   Purchase and Offering of Securities

          [Subject to the terms and conditions set forth herein, in Schedule II
hereto and in the Underwriting Agreement incorporated herein by reference, the
Company hereby grants an option to the Underwriters, severally and not jointly,
to purchase in the aggregate up to the number of Option Shares set forth on
Schedule II at the same purchase price as shall be applicable to the Firm
Shares. The option hereby granted will expire __ days after the date hereof and
may be exercised, in whole or in part at one time, only for the purpose of
covering over-allotments that may be made in connection with the offering and
distribution of the Firm Shares. Such option may be exercised upon written
notice by the Representatives to the Company setting forth the number of Option
Shares as to which the several Underwriters are exercising the option and the
Option Closing Date. If the option is exercised as to all or any portion of the
Option Shares, the Option Shares as to which the option is exercised shall be
purchased by each Underwriter, severally and not jointly, in the proportion that
the number of Firm Shares set forth opposite the name of such Underwriter in
Schedule I bears to the total number of Firm Shares, subject to such adjustments
as you, in your discretion, shall make to eliminate any sales or purchases of
fractional Offered Shares. No Option Shares shall be sold or delivered unless
the Firm Shares previously have been, or simultaneously are, sold and delivered.
The right to purchase the Option Shares or any portion thereof may be
surrendered and terminated at any time before the exercise thereof upon written
notice by the Representatives to the Company.]

          [With respect to all or a portion of the Common Shares to be purchased
and sold by the several Underwriters, the Representatives may elect to have ADSs
delivered and paid for hereunder in lieu of, and in satisfaction of, the
Company's obligation to sell to the several Underwriters and the several
Underwriters' obligations to purchase, Common Shares. Notice of such election
shall be given by the Representatives to the Company at least two business days
prior to the relevant Closing Date (the "Notification Time"). The number of ADSs
to be purchased by the Underwriters as a result of the making of such election
shall be adjusted by the Representatives so as to eliminate any fractional ADSs
and the purchase price for any ADSs so delivered as a result of making such
election shall be the purchase price per ADS set out in Schedule II hereto
Except as the context may otherwise require, references hereinafter to the
Common Shares shall include all of the Common Shares, whether in the form of
Common Shares or ADSs.]

          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 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.]

                                      -2-
<PAGE>

                                         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

                                      -3-
<PAGE>

                                                                      SCHEDULE I




                                                                 Number of
                                                                 Firm Shares
                    Underwriter                                  to be Purchased
                                                                 ---------------



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


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



                                      -1-
<PAGE>


                                                                     SCHEDULE II


Title of Securities:  Common Shares/ADSs

Depositary:

Aggregate number of Firm Shares:

Aggregate number of Option Shares:

Price to public:

               [$]___________ per Share

               [$]___________ per ADS

Purchase price paid by Underwriters:

               [$]___________ per Share

               [$]___________ per ADS

Specified funds for payment of purchase price:

               [Federal funds]
               [New York Clearinghouse funds]

Firm Closing Date:

               [Time and date], ____

Closing Location:

Blackout Period:

               [None]

               [For a period beginning at the time of execution of the Terms
               Agreement and ending [90] days thereafter, the Company will not,
               directly or indirectly, without the prior written consent of the
               Representatives, (A) offer, sell, contract to sell, pledge or
               otherwise dispose of for value Common Shares, ADSs or securities
               representing, convertible into or exchangeable for, or any rights
               to purchase or acquire, Common Shares or ADSs or (B) enter into
               any swap or other derivatives transaction that transfers to
               another, in whole or in part, any of the economic benefits or
               risks of ownership of such Common Shares, whether any such
               transaction described in clause (A) or (B) above is to be settled
               by delivery of Common Shares or other securities, in cash or
               otherwise, other than (1) pursuant to the Terms Agreement, (2)
               Common Shares issued pursuant to a stock dividend, (3) Common
               Shares or options for Common Shares issued to officers and

<PAGE>
               employees of the Company or any of its subsidiaries under any
               stock plan existing at the time of execution of the Terms
               Agreement or any future such plan, or any Common Shares issued
               upon exercise of any such options, or (4) Common Shares issued
               upon the exercise of any options or other securities exercisable
               for Common Shares, or the conversion or exchange of convertible
               or exchangeable securities, in each case, outstanding at the time
               of execution of the Terms Agreement[; provided, however, it is
               understood and agreed that, notwithstanding the foregoing, the
               Company may announce an offering of Common Shares and/or ADSs in
               connection with an acquisition or similar corporate transaction
               and may engage in negotiations with prospective underwriters and
               others in connection with such offering.]

               [Insert terms, if other than as above]

Names and addresses of Representatives:

Address for Notices, etc.:

<PAGE>
                                                                         Annex B


                            Significant Subsidiaries