<PAGE>

                                                                     Exhibit 4.4


                              SCHLUMBERGER LIMITED






                 1.500% Series A Convertible Debentures due 2023
                 2.125% Series B Convertible Debentures due 2023



                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of June 9, 2003





                              Schlumberger Limited

                                     ISSUER

                                 Citibank, N.A.

                                     TRUSTEE

<PAGE>

                                TABLE OF CONTENTS

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                                                                                                              Page
         <S>                                                                                                  <C>
                                                     ARTICLE I
                                      RELATION TO BASE INDENTURE; DEFINITIONS

         Section 1.1           Relation to Base Indenture ...............................................        1

         Section 1.2           Certain Definitions ......................................................        1

         Section 1.3           Rules of Construction ....................................................        3

         Section 1.4           Other Definitions ........................................................        3


                                                     ARTICLE II
                                                   THE SECURITIES

         Section 2.1           Form and Dating ..........................................................        5

         Section 2.2           Limitation on Aggregate Principal Amount of the Debentures ...............        6

         Section 2.3           Conversion Agent .........................................................        6

         Section 2.4           Transfer and Exchange ....................................................        6

         Section 2.5           Transfer Restriction .....................................................        7


                                                    ARTICLE III
                                              REDEMPTION AND PURCHASES

         Section 3.1           Company's Right to Redeem ................................................        7

         Section 3.2           Selection of Debentures To Be Redeemed ...................................        7

         Section 3.3           Notice of Redemption .....................................................        7

         Section 3.4           Effect of Notice of Redemption ...........................................        8

         Section 3.5           Purchase of Debentures by the Company at Option of the Holder ............        8

         Section 3.6           Purchase of Debentures at Option of the Holder upon a Fundamental Change .       14

         Section 3.7           Effect of Purchase Notice or Fundamental Change Purchase Notice ..........       21

         Section 3.8           Deposit of Purchase Price or Fundamental Change Purchase Price ...........       22

         Section 3.9           Debentures Purchased in Part .............................................       22

         Section 3.10          Covenant to Comply With Securities Laws Upon Purchase of Debentures ......       22

         Section 3.11          Repayment to the Company .................................................       23

         Section 3.12          Redemption Upon Changes in Withholding Taxes .............................       23
</TABLE>

                                        i

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                                TABLE OF CONTENTS
                                   (continued)

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         <S>                                                                                          <C>
                                                 ARTICLE IV
                                                 COVENANTS

         Section 4.1           Payment of Additional Amounts ...................................        24


                                                 ARTICLE V
                                           DEFAULTS AND REMEDIES

         Section 5.1           Events of Default ...............................................        26


                                                 ARTICLE VI
                                                 AMENDMENTS

         Section 6.1           Without Consent of Holders ......................................        27

         Section 6.2           With Consent of Holders .........................................        27


                                                ARTICLE VII
                                                CONVERSIONS

         Section 7.1           Conversion Privilege ............................................        27

         Section 7.2           Conversion Procedure ............................................        28

         Section 7.3           Fractional Shares ...............................................        28

         Section 7.4           Taxes on Conversion .............................................        29

         Section 7.5           Company to Provide Stock ........................................        29

         Section 7.6           Adjustment for Change in Capital Stock ..........................        29

         Section 7.7           Adjustment for Rights Issue .....................................        30

         Section 7.8           Adjustment for Other Distributions ..............................        31

         Section 7.9           Adjustment for Company Tender Offer .............................        33

         Section 7.10          When Adjustment May Be Deferred .................................        34

         Section 7.11          When No Adjustment Required .....................................        34

         Section 7.12          Notice of Adjustment ............................................        35

         Section 7.13          Voluntary Increase ..............................................        35

         Section 7.14          Notice of Certain Transactions ..................................        35

         Section 7.15          Reorganization of Company; Special Distributions ................        35

         Section 7.16          Company Determination Final .....................................        36

         Section 7.17          Trustee's Adjustment Disclaimer .................................        36

         Section 7.18          Simultaneous Adjustments ........................................        37
</TABLE>

                                       ii

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                                TABLE OF CONTENTS
                                   (continued)

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         Section 7.19          Successive Adjustments ..........................................        37

         Section 7.20          Restriction on Common Stock Issuable Upon Conversion ............        37


                                                ARTICLE VIII
                                               MISCELLANEOUS

         Section 8.1           Defeasance ......................................................        38

         Section 8.2           Notices .........................................................        39

         Section 8.3           Separability Clause .............................................        39

         Section 8.4           Rules by Trustee, Paying Agent, Conversion Agent and Registrar ..        39

         Section 8.5           Legal Holidays ..................................................        39

         Section 8.6           GOVERNING LAW ...................................................        39

         Section 8.7           Multiple Originals ..............................................        39
</TABLE>

                                      iii



<PAGE>

                              Schlumberger Limited

                          FIRST SUPPLEMENTAL INDENTURE

     FIRST SUPPLEMENTAL INDENTURE dated as of June 9, 2003 between Schlumberger
Limited (Schlumberger N.V.), a Netherlands Antilles corporation established in
Curacao (the "Company"), and Citibank, N.A., a national banking association
organized under the laws of the United States of America, as trustee (the
"Trustee").

                                    RECITALS

     The Company and the Trustee have heretofore executed an Indenture (the
"Base Indenture" and, together with this Supplemental Indenture, the
"Indenture"), dated as of June 9, 2003, providing for the issuance from time to
time of the Company's debt securities to be issued in one or more series as
therein provided.

     Section 2.01 of the Base Indenture provides for various matters with
respect to any series of Securities issued under the Base Indenture to be
established in an indenture supplemental to the Base Indenture.

     Section 9.01 of the Base Indenture provides for the Company and the Trustee
to enter into an indenture supplemental to the Base Indenture to establish the
form or terms of Securities of any series as provided in Section 2.01 of the
Base Indenture.

     For and in consideration of the promises and the issuance of the Debentures
provided for herein, it is mutually covenanted and agreed, for the equal and
ratable benefit of the Holders of the Debentures, as follows:

                                    ARTICLE I

                     RELATION TO BASE INDENTURE; DEFINITIONS

Section 1.1  Relation to Base Indenture

     This Supplemental Indenture constitutes an integral part of the Indenture.
In the event of inconsistencies between the Base Indenture and this Supplemental
Indenture, the terms hereof shall govern, except to the extent that the
provisions in the Base Indenture are required by the TIA in which case the Base
Indenture shall govern.

Section 1.2  Certain Definitions

     "Capital Stock" for any Person means any and all shares, interests,
participations or other equivalents, however designated of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person and any rights (other than debt securities convertible
or exchangeable into an equity interest), warrants or options to acquire an
equity interest in such Person.

<PAGE>

     "Certificated Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-3 and Exhibit A-4.

     "Common Stock" means the Common Stock, par value $0.01 per share, of the
Company as it exists on the date of this Supplemental Indenture or any other
shares of Capital Stock of the Company into which the Common Stock shall be
reclassified or changed.

     "Debentures" means any of the Company's Series A Debentures and Series B
Debentures.

     "Global Securities" means Securities that are in the form of the Debentures
attached hereto as Exhibit A-1 and Exhibit A-2, and that are issued to a
Depositary.

     "Initial Purchasers" means the initial purchasers named in Schedule I of
the Purchase Agreement.

     "Issue Date" of any Debenture means the date on which the Debenture was
originally issued or deemed issued as set forth on the face of the Debenture.

     "Market Capitalization" means an amount determined by multiplying the
number of shares of Common Stock outstanding on the applicable date by the
Closing Sale Price as of such date.

     "NYSE" means The New York Stock Exchange.

     "Principal Amount" of a Debenture means the amount of principal as set
forth on the face of the Debenture.

     "Purchase Agreement" means the Purchase Agreement, dated June 4, 2003,
between the Company and the Initial Purchasers in connection with the sale of
the Debentures.

     "Registration Rights Agreement" means the Registration Rights Agreement
dated as of June 9, 2003, between the Company and the Initial Purchasers.

     "Series A Debentures" means any of the Company's 1.500% Series A
Convertible Debentures due 2023, as amended or supplemented from time to time,
issued under this Supplemental Indenture.

     "Series B Debentures" means any of the Company's 2.125% Series B
Convertible Debentures due 2023, as amended or supplemented from time to time,
issued under this Supplemental Indenture.

     "Shelf Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.

     "Supplemental Indenture" means this First Supplemental Indenture dated as
of June 9, 2003.

                                       2

<PAGE>

     "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.

     "trading day" means a day, other than an abbreviated trading day, during
which trading in securities generally occurs on the NYSE or, if the shares of
Common Stock are not listed on the NYSE, on the principal other U.S. national or
regional securities exchange or market on which the shares of Common Stock are
then listed or quoted or, if the shares of Common Stock are not listed or quoted
on a U.S. national or regional securities exchange or market, on the principal
other market on which the shares of Common Stock are then traded.

     "Voting Securities" of a person means Capital Stock of such person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such person (irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency).

Section 1.3  Rules of Construction

     For all purposes of this Supplemental Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

     (a) capitalized terms used herein without definition and not defined in the
TIA have the meanings specified in the Base Indenture;

     (b) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (c) all other terms used herein and defined in the TIA, either directly or
by reference therein, have the meanings assigned to them therein;

     (d) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP, and, except as otherwise herein
expressly provided, the term "GAAP" with respect to any computation required or
permitted hereunder means such accounting principles as are generally accepted
in the United States;

     (e) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this
Supplemental Indenture; and

     (f) the words "herein", "hereof", "hereunder", and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

Section 1.4  Other Definitions

Term Section:                                                    Defined in:
------------                                                     ----------

"Base Indenture". ................................................ Preamble

                                       3

<PAGE>

"beneficial owner". ..................................................    3.6(a)

"cash". ..............................................................    3.5(b)

"Clearstream" ........................................................    2.1(b)

"Closing Sale Price" .................................................    3.5(d)

"Company Notice" .....................................................    3.5(e)

"Company Notice Date" ................................................    3.6(d)

"Continuing Director" ................................................    3.6(a)

"Conversion Agent" ...................................................    2.3

"Conversion Date" ....................................................    7.2

"Conversion Rate" ....................................................    7.1

"Euroclear" ..........................................................    2.1(b)

"Ex-Dividend Time" ...................................................    7.7

"Expiration Time" ....................................................    7.9

"Extraordinary Cash Dividend" ........................................    7.8

"Fundamental Change" .................................................    3.6(a)

"Fundamental Change Notice" ..........................................    3.6(b)

"Fundamental Change Notice Date" .....................................    3.6(b)

"Fundamental Change Purchase Date" ...................................    3.6(a)

"Fundamental Change Purchase Notice" .................................    3.6(c)

"Fundamental Change Purchase Price" ..................................    3.6(a)

"Indenture" ..........................................................  Preamble

"issuer tender offer" ................................................    3.12

"Market Price" .......................................................    3.7(d)

"Purchase Date" ......................................................    3.5(a)

"Purchase Notice" .................................................... 3.5(a)(1)

                                       4

<PAGE>

"Purchase Price" .....................................................    3.5(a)

"Purchased Shares" ...................................................    7.9

"Restricted Common Stock Legend" .....................................    7.20

"Spin-off" ...........................................................    7.8

"Taxes" ..............................................................    4.1

"Taxing Authority". ..................................................    3.12

"Termination of Trading" ............................................. 3.6(a)(3)

"Time of Determination" ..............................................    7.7

"Trustee" ............................................................ Preamble

"Withholding Tax Redemption" .........................................    3.12

                                   ARTICLE II

                                 THE SECURITIES

Section 2.1  Form and Dating

     (a) The Debentures and the Trustee's certificate of authentication shall be
substantially in the form of Exhibits A-1 and A-2, which is a part of this
Indenture. The Debentures may have notations, legends or endorsements required
by law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company.) The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. The Debentures shall be dated the date of their authentication. The
Debentures shall be issued in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount and integral multiples of $1,000.

     (b) Rule 144A/ Regulation S Global Securities. The Debentures are being
offered and sold only (i) in reliance on Regulation S or (ii) to QIBs in
reliance on Rule 144A and shall be issued in the form of one or more permanent
Global Securities substantially in the form of Exhibits A-1 and A-2. Such Global
Securities shall be deposited on behalf of the purchasers of the Debentures
represented thereby with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or a nominee of the Depositary for the
accounts of participants in the Depositary (and, in the case of Debentures held
in accordance with Regulation S, registered with the Depositary for the accounts
of designated agents holding on behalf of the Euroclear S.A./N.V., as operator
of the Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme
("Clearstream")), duly executed by the Company and authenticated by the Trustee
as hereinafter provided. The aggregate Principal Amount of a Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Trustee and the Depositary or its nominee as hereinafter provided.

                                       5

<PAGE>

     (c) The Debentures are entitled to the benefit of Section 4.03(b) of the
Base Indenture. The Debentures shall be subject to the provisions of Sections
2.18 and 2.20 of the Base Indenture, provided that Debentures may not be sold to
IAIs as contemplated by subclause (B) of the first paragraph of Section 2.18 of
the Base Indenture, will not be issued as Offshore Global Securities as
contemplated by the third paragraph of Section 2.18 of the Base Indenture and
that the provisions of Section 2.20(a) of the Base Indenture shall not apply to
the Debentures. The Debentures shall not be subject to the provisions of
Sections 2.19 of the Base Indenture. The Debentures shall contain the applicable
legends set forth in Exhibits A-1, A-2, A-3 or A-4 (the "Legend") and transfers
of the Debentures shall be made only in accordance with the restrictions
described in the applicable Legend.

Section 2.2  Limitation on Aggregate Principal Amount of the Debentures.

     The aggregate Principal Amount of the Series A Debentures shall be limited
to $975 million, and the aggregate Principal Amount of the Series B Debentures
shall be limited to $525 million.

Section 2.3  Conversion Agent

     In addition to maintaining a Registrar and a Paying Agent as required by
Section 2.05 of the Base Indenture, the Company shall maintain an office or
agency where Debentures may be presented for conversion ("Conversion Agent").
The term Conversion Agent includes any additional conversion agent the Company
may name from time to time.

     The Company shall enter into an appropriate agency agreement with any
Conversion Agent (other than the Trustee). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of any such agent. If the Company fails to
maintain a Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07 of the Base
Indenture. The Company or any Subsidiary or an Affiliate of either of them may
act as Conversion Agent.

     The Company initially appoints the Trustee as Conversion Agent in
connection with the Debentures.

Section 2.4  Transfer and Exchange.

     In addition to the provision contained in Section 2.08 of the Base
Indenture, if Debentures are issued upon the transfer, exchange or replacement
of Debentures subject to restrictions on transfer and bearing the Legends set
forth on the forms of Debenture attached hereto as Exhibits A-1, A-2, A-3 or
A-4, as the case may be, setting forth such restrictions, or if a request is
made to remove the Legend on a Debenture, the Debentures so issued shall bear
the Legend, or the Legend shall not be removed, as the case may be, unless there
is delivered to the Company and the Registrar such satisfactory evidence (which
in the case of a transfer pursuant to Rule 144 under the Securities Act may
include an Opinion of Counsel), as may be reasonably required by the Company and
the Registrar, that neither the Legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the
provisions

                                       6

<PAGE>

of Rule 144A, Regulation S or Rule 144 under the Securities Act or that such
Debentures are not "restricted" within the meaning of Rule 144 under the
Securities Act. Upon (i) provision of such satisfactory evidence, or (ii)
notification by the Company to the Trustee and Registrar of the sale of such
Debenture pursuant to a registration statement that is effective at the time of
such sale, the Trustee, at the written direction of the Company, shall
authenticate and deliver a Debenture that does not bear the Legend. If the
Legend is removed from the face of a Debenture and the Debenture is subsequently
held by the Company or an Affiliate of the Company, the applicable Legend shall
be reinstated.

Section 2.5  Transfer Restrictions.

     The Company agrees that it will refuse to register any transfer of any
Debentures or any shares of Common Stock issued upon conversion of any
Debentures that is not made in accordance with the provisions of Regulation S,
pursuant to a registration statement which has been declared effective under the
Securities Act or pursuant to an available exemption from the registration
requirements of the Securities Act; provided that the provisions of this
paragraph shall not be applicable to any Debentures which do not bear a Legend
or to any shares of Common Stock issued upon conversion thereof evidenced by
certificates which do not bear a Restricted Common Stock Legend.

                                  ARTICLE III

                            REDEMPTION AND PURCHASES

Section 3.1  Company's Right to Redeem.

     The Company, at its option, may redeem either series of the Debentures in
accordance with the provisions of Paragraph 5 of that series of Debentures.

Section 3.2  Selection of Debentures To Be Redeemed.

     If any Debenture selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Debenture so selected, the converted portion of such Debenture shall be deemed
(so far as may be) to be the portion selected for redemption. Debentures which
have been converted during a selection of Debentures to be redeemed may be
treated by the Trustee as outstanding for the purpose of such selection.

Section 3.3  Notice of Redemption.

     In addition to the requirements of Section 3.04 of the Base Indenture,
notices of redemption of the Debentures shall also state:

     (a) the then existing Conversion Rate;

     (b) the name and address of the Conversion Agent;

                                       7

<PAGE>

     (c) that Debentures called for redemption may be converted at any time
before the close of business on the Business Day preceding the Redemption Date;
and

     (d) that Holders who want to convert their Debentures must satisfy the
requirements set forth in Paragraph 10 of the Debentures.

Section 3.4  Effect of Notice of Redemption.

     Once notice of redemption is given, Debentures called for redemption become
due and payable on the Redemption Date and at the Redemption Price stated in the
notice, except for Debentures which are converted in accordance with the terms
of this Indenture.

Section 3.5  Purchase of Debentures by the Company at Option of the Holder.

     (a) General. Debentures shall be purchased by the Company, at the option of
the Holder thereof, pursuant to Paragraph 6 of the relevant series of
Debentures, in the case of Series A Debentures, on June 1, 2008, June 1, 2013
and June 1, 2018 or the next Business Day following such dates to the extent
such dates are not Business Days and, in the case of Series B Debentures, on
June 1, 2010, June 1, 2013 and June 1, 2018 or the next Business Day following
such dates to the extent such dates are not Business Days (each, a "Purchase
Date"), at a price equal to the Principal Amount of the Debentures to be
repurchased plus accrued and unpaid interest, if any, up to, but excluding, the
applicable Purchase Date (the "Purchase Price"). Purchases of Debentures
hereunder shall be made, at the option of the Holder thereof, upon:

     (1) delivery to the Paying Agent by the Holder of a written notice of
purchase (a "Purchase Notice") during the period beginning at any time from the
opening of business on the date that is 20 Business Days prior to the relevant
Purchase Date until the close of business on the fifth Business Day prior to
such Purchase Date stating:

          (A) the certificate number of the Debenture which the Holder will
     deliver to be purchased or if Certificated Securities have not been issued,
     the appropriate Depositary procedures,

          (B) the portion of the Principal Amount of the Debenture which the
     Holder will deliver to be purchased, which portion must be $1,000 or an
     integral multiple thereof,

          (C) that such Debenture shall be purchased by the Company as of the
     Purchase Date pursuant to the terms and conditions specified in Paragraph 6
     of the Debentures and in this Indenture, and

          (D) that, in the event the Company elects, pursuant to Section 3.5(b),
     to pay the Purchase Price, in whole or in part, in shares of Common Stock,
     and if such portion of the Purchase Price shall ultimately be paid to such
     Holder entirely in cash because conditions to payment of the Purchase Price
     in shares of Common Stock are not satisfied prior to the close of business
     on the last day prior to the relevant Purchase Date, as set forth in
     Section 3.5(d), whether such Holder elects (i) to withdraw such Purchase
     Notice as to some or all of the Debentures to which such Purchase Notice
     relates (stating the

                                       8

<PAGE>

     Principal Amount and certificate numbers, if any, or the appropriate
     Depositary procedures, if any, of the Debentures as to which such
     withdrawal shall relate), or (ii) to receive cash in respect of the entire
     Purchase Price for all Debentures (or portions thereof) to which such
     Purchase Notice relates; and

     (2) delivery of such Debenture to the Paying Agent prior to, on or after
the Purchase Date (together with all necessary endorsements) at the offices of
the Paying Agent, such delivery being a condition to receipt by the Holder of
the Purchase Price therefor; provided, however, that such Purchase Price shall
be so paid pursuant to this Section 3.5 only if the Debenture so delivered to
the Paying Agent shall conform in all respects to the description thereof in the
related Purchase Notice, as determined by the Company.

     If a Holder, in such Holder's Purchase Notice and in any written notice of
withdrawal delivered by such Holder pursuant to the terms of Section 3.7, fails
to indicate such Holder's choice with respect to the election set forth in
clause (D) of Section 3.5(a)(1), such Holder shall be deemed to have elected to
receive cash in respect of the entire Purchase Price for all Debentures subject
to such Purchase Notice in the circumstances set forth in such clause (D).

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.5, a portion of a Debenture, if the Principal Amount of such portion
is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Debenture also apply to the purchase of such
portion of such Debenture.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.5 shall be consummated as provided in Section 3.7.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Purchase Notice contemplated by this Section 3.5(a) shall
have the right to withdraw such Purchase Notice, in whole or in part, at any
time prior to the close of business on the fifth Business Day prior to the
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 3.7.

     The Paying Agent shall promptly notify the Company of the receipt by it of
any Purchase Notice or written notice of withdrawal thereof.

     (b) Company's Right to Elect Manner of Payment of Purchase Price for
Payment. Debentures to be purchased on any Purchase Date, other than (x) the
Purchase Date for Series A Debentures on June 1, 2008 (or, if such day is not a
Business Day, the next Business Day following such date) and (y) the Purchase
Date for Series B Debentures on June 1, 2010 (or, if such day is not a Business
Day, the next Business Day following such date), pursuant to Section 3.5(a), may
be paid for, in whole or in part, at the election of the Company, in U.S. legal
tender ("cash") or shares of Common Stock, or in any combination of cash and
shares of Common Stock, subject to the conditions set forth in Sections 3.5(d).
The Company shall designate, in the Company Notice delivered pursuant to Section
3.5(e), (i) whether the Company will purchase the Debentures for cash or shares
of Common Stock, and (ii) if a combination thereof, the percentages of the
Purchase Price of Debentures in respect of which it will pay in cash and in
Common Stock; provided that the Company will pay cash for fractional interests
in shares of

                                       9

<PAGE>

Common Stock. Each Holder whose Debentures are purchased pursuant to this
Section 3.5 shall receive the same percentage of cash or shares of Common Stock
in payment of the Purchase Price for such Debentures, except (1) as provided in
Section 3.5(d) with regard to the payment of cash in lieu of fractional shares
of Common Stock and (2) in the event that the Company is unable to purchase the
Debentures of a Holder or Holders for shares of Common Stock because any
necessary qualifications or registrations of the Common Stock under applicable
federal or state securities laws cannot be obtained, the Company may purchase
the Debentures of such Holder or Holders for cash. The Company may not change
its election with respect to the consideration (or components or percentages of
components thereof) to be paid once the Company has given its Company Notice to
Holders except pursuant to this Section 3.5(b) or pursuant to Section 3.5(d).

     At least three Business Days before each Company Notice Date, the Company
shall deliver an Officers' Certificate to the Trustee specifying:

               (i)   the manner of payment selected by the Company,

               (ii)  the information required by Section 3.5(e) in the Company
          Notice,

               (iii) if the Company elects to pay the Purchase Price, or a
          specified percentage thereof, in shares of Common Stock, that the
          conditions to such manner of payment set forth in Section 3.5(d) have
          been or will be complied with, and

               (iv)  whether the Company desires the Trustee to give the Company
          Notice required by Section 3.5(e).

     (c)  [reserved]

     (d)  Payment by Issuance of Common Stock. At the option of the Company, the
Purchase Price of Debentures in respect of which a Purchase Notice pursuant to
Section 3.5(a) has been given, or a specified percentage thereof, may be paid by
the Company by the issuance of a number of shares of Common Stock equal to the
quotient obtained by dividing (i) the portion of the Purchase Price to be paid
in shares of Common Stock by (ii) 99% of the Market Price of one share of Common
Stock as determined by the Company in the Company Notice, subject to the next
succeeding paragraph.

     The Company will not issue fractional shares of Common Stock in payment of
the Purchase Price. Instead, the Company will pay cash based on the Market Price
for all fractional shares. The Market Price of a fractional share shall be
determined to the nearest 1/1,000th of a share, by multiplying the Market Price
of a full share by the fractional amount and rounding to the nearest whole cent.
It is understood that if a Holder elects to have more than one Debenture
purchased, the number of shares of Common Stock shall be based on the aggregate
amount of Debentures to be purchased.

     The Company Notice, as provided in Section 3.5(e), shall be sent to the
Holders (and to beneficial owners as and to the extent required by applicable
law) not less than 20 Business Days prior to the applicable Purchase Date (the
"Company Notice Date").

                                       10

<PAGE>

     The Company's right to exercise its election to purchase Debentures through
the issuance of Common Stock shall be conditioned upon:

               (i)   the Company's having given timely Company Notice of an
          election to purchase all or a specified percentage of the Debentures
          with Common Stock as provided herein;

               (ii)  the registration of such shares of Common Stock to be
          issued under the Securities Act or the Exchange Act, in each case, if
          required;

               (iii) the listing or quotation of such shares of Common Stock on
          the principal U.S. national securities exchange or market (currently
          the NYSE) on which the Common Stock is listed or quoted;

               (iv)  any necessary qualification or registration under
          applicable state securities laws or the availability of an exemption
          from such qualification and registration; and

               (v)   the receipt by the Trustee of an Officers' Certificate and
          an Opinion of Counsel each stating that (A) the terms of the issuance
          of the Common Stock are in conformity with this Indenture and (B) the
          shares of Common Stock to be issued by the Company in payment of the
          Purchase Price in respect of the Debentures have been duly authorized
          and, when issued and delivered pursuant to the terms of this Indenture
          in payment of the Purchase Price in respect of the Debentures, will be
          validly issued, fully paid and non-assessable and, to the best of such
          counsel's knowledge, free from preemptive rights, and, in the case of
          such Officers' Certificate, stating that the conditions above and the
          condition set forth in the second succeeding sentence have been
          satisfied and, in the case of such Opinion of Counsel, stating that
          the conditions in clauses (ii) through (iv) above have been satisfied.

     Such Officers' Certificate shall also set forth (x) the number of shares of
Common Stock to be issued for each $1,000 Principal Amount of Debentures and (y)
the Closing Sale Prices of the Common Stock used to calculate the Market Price.
The Company may pay the Purchase Price (or any portion thereof) in shares of
Common Stock only if the information necessary to calculate the Market Price is
published in a daily newspaper of national circulation or is otherwise publicly
available. If the foregoing conditions are not satisfied with respect to a
Holder or Holders prior to the close of business on the last day prior to the
Purchase Date, and if the Company has elected to purchase the Debentures
pursuant to this Section 3.5 through the issuance of shares of Common Stock,
then Company shall pay the entire Purchase Price of the Debentures of such
Holder or Holders in cash.

     The "Market Price" means the average of the Closing Sale Prices of the
Common Stock for the ten trading day period ending on the third Business Day
prior to the applicable Purchase Date (if the third Business Day prior to the
applicable Purchase Date is a trading day, or if not, then on the last trading
day prior to such third Business Day), appropriately adjusted to take into
account the occurrence, during the period commencing on the first of the trading
days during the

                                       11

<PAGE>

ten trading day period and ending on the Purchase Date, of any event described
in Sections 7.6, 7.7 or 7.8; subject, however, to the conditions set forth in
Sections 7.10 and 7.11.

     The "Closing Sale Price" of a security on any date means the closing per
share sale price (or, if no closing sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date as reported on the NYSE or,
if the Common Stock is not listed on the NYSE, then on the principal U.S.
national or regional exchange or market on which the Common Stock then is listed
or quoted, or if the Common Stock is not listed or quoted on a U.S. national or
regional exchange or market, as reported on the principal other market on which
the Common Stock is then traded. In the absence of such quotations, the Company
shall be entitled to determine the Closing Sale Price on the basis of such
quotations as it considers appropriate.

     Upon determination of the actual number of shares of Common Stock to be
issued upon redemption of Debentures, the Company will disseminate a press
release through Dow Jones & Company, Inc. or Bloomberg Business News containing
this information or publish the information on the Company's Web site or through
such other broad public medium as the Company may use at that time.

     (e) Notice of Election. In connection with any purchase of Debentures
pursuant to this Section 3.5, the Company shall give, or shall cause the Trustee
to give, notice to Holders setting forth information specified in this Section
3.5(e) (the "Company Notice") and indicating, for any Purchase Date other than
June 1, 2008 or June 1, 2010, whether the Company will pay the Purchase Price in
cash or Common Stock or a combination of cash and Common Stock.

     Each Company Notice shall include a form of Purchase Notice to be completed
by a Holder and shall state:

               (i)   the Purchase Price and the then applicable Conversion Rate;

               (ii)  the name and address of the Paying Agent and the Conversion
          Agent;

               (iii) that Debentures as to which a Purchase Notice has been
          given may be converted if they are otherwise convertible only if the
          applicable Purchase Notice has been withdrawn in accordance with the
          terms of this Indenture;

               (iv)  that Debentures must be surrendered to the Paying Agent to
          collect payment;

               (v)   that the Purchase Price for any Debenture as to which a
          Purchase Notice has been given and not withdrawn will be paid promptly
          following the later of the Purchase Date and the time of surrender of
          such Debenture as described in (iv);

               (vi)  the procedures the Holder must follow to exercise its
          rights under this Section 3.5;

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<PAGE>

               (vii)  briefly, the conversion rights of the Debentures;

               (viii) the procedures for withdrawing a Purchase Notice
          (including, without limitation, for a conditional withdrawal pursuant
          to the terms of Section 3.5(a)(1)(D) or Section 3.7);

               (ix)   that, unless the Company defaults in making payment on
          Debentures for which a Purchase Notice has been submitted, interest,
          if any, on such Debentures will cease to accrue on the Purchase Date,
          the Debentures will cease to be outstanding, and the only remaining
          right of the Holders of such Debentures is to receive payment of the
          Purchase Price upon surrender to the Paying Agent of the Debentures
          purchased; and

               (x)    the CUSIP number of the Debentures.

     In connection with any election by the Company to pay the Purchase Price in
whole or in part by the issuance of Common Stock, the Company Notice also shall:

     (1) state that each Holder will receive shares of Common Stock with a
Market Price determined as of a specified date prior to the Purchase Date equal
to such specified percentage of the Purchase Price of the Debentures held by
such Holder (except any cash amount to be paid in lieu of fractional shares);

     (2) describe the method of calculating the Market Price of the Common
Stock;

     (3) state that because the Market Price of Common Stock will be determined
prior to the Purchase Date, Holders of the Debentures will bear the market risk
with respect to the value of the Common Stock to be received from the date such
Market Price is determined to the Purchase Date; and

     (4) state that if the Company pays with shares of Common Stock, the shares
of Common Stock will be valued at 99% of the Market Price of the Common Stock.

     At the Company's request, the Trustee shall give such Company Notice in the
Company's name and at the Company's expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

     (f) Covenants of the Company. All Common Stock delivered upon purchase of
the Debentures pursuant to Section 3.5 or Section 3.6 shall be newly issued
shares or treasury shares, shall be duly authorized, validly issued, fully paid
and nonassessable, and shall be free from preemptive rights and free of any lien
or adverse claim.

     (g) Procedure upon Purchase. The Company shall deposit cash (in respect of
cash purchases under this Section 3.5 or for fractional shares of Common Stock,
as applicable) or shares of Common Stock, or a combination thereof, as
applicable, at the time and in the manner as provided in Section 3.8, sufficient
to pay the aggregate Purchase Price of all Debentures to be purchased pursuant
to this Section 3.5. A Holder will receive payment on the later of the Purchase
Date and the time of book-entry transfer or the actual physical delivery of the

                                       13

<PAGE>

Debentures, as applicable, and, the Company shall deliver to each Holder
entitled to receive shares of Common Stock through the Paying Agent, a
certificate for the number of full shares of Common Stock issuable in payment of
the Purchase Price and cash in lieu of any fractional shares of Common Stock.
The Person in whose name the certificate in global form for the shares of Common
Stock is registered shall be treated as a holder of record of the Common Stock
on the Business Day following the Purchase Date. No payment or adjustment will
be made for dividends on the shares of Common Stock, the record date for which
dividends occurred on or prior to the Purchase Date.

     (h) Taxes. If a Holder of a purchased Debenture is paid in shares of Common
Stock pursuant to this Section 3.5, the Company shall pay all stamp, issue,
registration, documentary or other similar taxes or duties, if any, which may be
imposed by the Netherlands Antilles or the United States or any political
subdivision thereof or taxing authority thereof or therein with respect to the
issuance of Common Stock. However, the Holder shall pay any such tax which is
due because the Holder requests the shares of Common Stock to be issued in a
name other than the Holder's name. The Paying Agent may, and if so instructed by
the Company shall, refuse to deliver the certificates representing the shares of
Common Stock being issued in a name other than the Holder's name until the
Paying Agent receives a sum sufficient to pay any tax which will be due because
the shares of Common Stock are to be issued in a name other than the Holder's
name. Nothing herein shall preclude any income tax withholding required by law
or regulations.

Section 3.6 Purchase of Debentures at Option of the Holder upon a Fundamental
Change

     (a) If a Fundamental Change occurs, a Holder will have the right, at its
option, to require the Company to purchase all or a portion of the Principal
Amount of Debentures equal to $1,000 or an integral multiple of $1,000, that has
not been previously purchased by the Company, at the Purchase Price on the
Fundamental Change Purchase Date (the "Fundamental Change Purchase Price"), as
of the date that is 30 days after the date of the Company's Fundamental Change
Notice (the "Fundamental Change Purchase Date"), subject to satisfaction by or
on behalf of the Holder of the requirements set forth in Section 3.6(c). The
price the Company shall be required to pay is equal to 100% of the Principal
Amount of the Debentures plus accrued and unpaid interest up to, but not
including, the Fundamental Change Purchase Date.

     A "Fundamental Change" shall be deemed to have occurred upon a Change in
Control or a Termination of Trading.

     A "Change in Control" shall be deemed to have occurred at such time after
the Debentures are originally issued and any of the following events shall
occur:

               (i) any person, including any syndicate or group deemed to be a
          "person" under Section 13(d)(3) of the Exchange Act, acquires
          beneficial ownership, directly or indirectly, through a purchase,
          merger or other acquisition transaction or series of transactions, of
          shares of the Company's Capital Stock entitling the person to exercise
          50% or more of the total voting power of all shares

                                       14

<PAGE>

          of the Company's Capital Stock that are entitled to vote generally in
          elections of directors, other than an acquisition by the Company, any
          of its Subsidiaries or any of its employee benefit plans and other
          than any transaction that meets the requirements of clause (a)(ii)(B)
          of this Section 3.6;

               (ii)  the Company merges or consolidates or amalgamates with or
          into any other person (other than one or more Subsidiaries), or of
          another person into the Company, or the Company conveys, sells,
          transfers or leases all or substantially all of its assets to another
          person other than any transaction: (A) that does not result in any
          reclassification, conversion, exchange or cancellation of the
          Company's outstanding shares of Common Stock (other than the
          cancellation of any of the Company's outstanding shares of Common
          Stock held by the person with whom the Company merges, consolidates or
          amalgamates), or (B) pursuant to which the holders of the Company's
          Common Stock immediately prior to the transaction have the entitlement
          to exercise, directly or indirectly, 50% or more of the total voting
          power of all shares of Voting Securities entitled to vote generally in
          the election of directors of the continuing or surviving person
          immediately after the transaction, or (C) which is effected solely to
          change the Company's jurisdiction of incorporation and results in a
          reclassification, conversion or exchange of outstanding shares of
          Common Stock solely into shares of common equity of the surviving
          person; or

               (iii) any time the Company's Continuing Directors do not
          constitute a majority of the Company's board of directors (or, if
          applicable, a successor person to the Company).

Notwithstanding the foregoing provisions of this Section 3.6, a Change in
Control shall not be deemed to have occurred if (1) the Closing Sale Price per
share of Common Stock for any five trading days within the period of 10
consecutive trading days ending immediately after the later of the Change in
Control or the public announcement of the Change in Control, in the case of a
Change in Control relating to an acquisition of Capital Stock, or the period of
10 consecutive trading days ending immediately before the Change in Control, in
the case of a Change in Control relating to a merger, consolidation,
amalgamation or asset sale, equals or exceeds 105% of the conversion price of
the Debentures in effect before the Change in Control or the public announcement
thereof, or (2) all of the consideration (excluding cash payments for fractional
shares and cash payments made pursuant to dissenters' appraisal rights) in a
transaction otherwise constituting a Change in Control under clause (i) and/or
clause (ii) above consists of shares of common equity traded on a U.S. national
securities exchange or market or quoted on the Nasdaq National Market (or will
be so traded or quoted immediately following the transaction) and as a result of
the transaction the Debentures become convertible into such shares of common
equity. For purposes of this Section 3.6, (x) the conversion price is equal to
$1,000 divided by the Conversion Rate, (y) whether a Person is a "beneficial
owner" shall be determined in accordance with Rule 13d-3 under the Exchange Act,
and (z) "Person" includes any syndicate or group that would be deemed to be a
"person" under Section 13(d)(3) of the Exchange Act.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors who (i) was a member of such Board of Directors on the
date of this Indenture or

                                       15

<PAGE>

(ii) becomes a member of such Board of Directors subsequent to that date and was
appointed, nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such
Board of Directors at the time of such appointment, nomination or election.

     A "Termination of Trading" shall be deemed to have occurred if the shares
of Common Stock (or other Common Stock into which the Debentures are then
convertible) are not listed on the NYSE nor approved for trading on the Nasdaq
National Market or any other U.S. national or regional securities exchanges or
markets.

     At the option of the Company, all or a specified percentage of the
Fundamental Change Purchase Price of Debentures in respect of which a
Fundamental Change Notice pursuant to Section 3.6(b) has been given may be paid
by the Company by the issuance of a number of shares of Common Stock or, in the
case of a merger in which the Company is not the surviving entity, common stock,
ordinary shares, American Depositary Shares or analogous securities of the
surviving entity or its direct or indirect parent entity, cash or a combination
of the applicable securities and cash equal to the quotient obtained by dividing
(i) the amount of cash to which the Holders would have been entitled had the
Company elected to pay all or a specified percentage of the Fundamental Change
Purchase Price of such Debentures in cash, by (ii) the product of (A) the Market
Price of the Common Stock or applicable security, subject to the next succeeding
paragraph and (B) 0.99.

     The Company will not issue fractional shares of Common Stock in payment of
the Fundamental Change Purchase Price. Instead, the Company will pay cash based
on the Market Price for all fractional shares. The Market Price of a fractional
share shall be determined to the nearest 1/1,000th of a share, by multiplying
the Market Price of a full share by the fractional amount and rounding to the
nearest whole cent. It is understood that if a Holder elects to have more than
one Debenture purchased, the number of shares of Common Stock shall be based on
the aggregate amount of Debentures to be purchased.

     In the event that the Company is unable to purchase the Debentures of a
Holder or Holders for Common Stock or applicable securities, or a combination of
Common Stock and applicable securities, and cash, because of a failure to
satisfy any condition, the Company must purchase the Debentures of such Holder
or Holders for cash. The Company may not change its election with respect to the
consideration to be paid once the Company has given its Fundamental Change
Notice to Holders except pursuant to this Section 3.6(a) or pursuant to Section
3.6(b) in the event of a failure to satisfy, prior to the close of business on
the Fundamental Change Purchase Date, any condition to the payment of the
Fundamental Change Purchase Price in shares of Common Stock.

     At least one Business Day before the Fundamental Change Notice Date (as
defined below), unless a shorter period is acceptable to the Trustee, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

               (i)  the manner of payment selected by the Company;

               (ii) the information required by Section 3.6(b);

                                       16

<PAGE>

               (iii) if the Company elects to pay all or a specified percentage
          of the Fundamental Change Purchase Price in shares of Common Stock,
          that the conditions to such manner of payment set forth in Section
          3.6(a) have been or will be complied with; and

               (iv)  whether the Company desires the Trustee to give the
          Fundamental Change Notice required by Section 3.6(b).

          The Company's right to exercise its election to purchase Debentures
     through the issuance of Common Stock or applicable securities or a
     combination of Common Stock or applicable securities and cash shall be
     conditioned upon:

               (I)   the Company's giving of timely Fundamental Change Notice to
     purchase Debentures with Common Stock or applicable securities or a
     combination of Common Stock or applicable securities and cash as provided
     herein;

               (II)  the registration of such Common Stock or securities under
     the Securities Act or the Exchange Act, in each case, if required;

               (III) such Common Stock or securities shall have been listed on a
     U.S. national securities exchange or quotation thereof in an inter-dealer
     quotation system of any registered United States national securities
     association;

               (IV)  any necessary qualification or registration of the Common
     Stock or securities under applicable state securities laws or the
     availability of an exemption from such qualification and registration; and

               (V)   the receipt by the Trustee of an Officers' Certificate and
     an Opinion of Counsel each stating that (A) the terms of the issuance of
     the Common Stock or securities are in conformity with this Indenture and
     (B) the shares of Common Stock or securities to be issued in payment of all
     or a specified percentage of the Fundamental Change Purchase Price in
     respect of Debentures have been duly authorized and, when issued and
     delivered pursuant to the terms of this Indenture in payment of all or a
     specified percentage of the Fundamental Change Purchase Price in respect of
     the Debentures, will be validly issued, fully paid and non-assessable and,
     to the best of such counsel's knowledge, free from preemptive rights, and,
     in the case of such Officers' Certificate, stating that the conditions
     above and the condition set forth in the second succeeding sentence have
     been satisfied and, in the case of such Opinion of Counsel, stating that
     the conditions (II) through (IV) above have been satisfied.

     Such Officers' Certificate shall also set forth (i) the number of shares of
Common Stock or securities to be issued for each $1,000 Principal Amount of
Debentures, (ii) the Closing Sale Price of a share of Common Stock or security
on each trading day during the period commencing on the first trading day of the
period during which the Market Price is calculated and ending on the third
Business Day prior to the Fundamental Change Purchase Date and (iii) the Market
Price of the Common Stock or securities. The Company may pay the Fundamental
Change Purchase Price in Common Stock or securities only if the information
necessary to calculate the Market

                                       17

<PAGE>

Price is published in a daily newspaper of national circulation or is otherwise
publicly available or obtainable (e.g., by dissemination on the World Wide Web
or by other public means). If the foregoing conditions are not satisfied with
respect to a Holder or Holders prior to the close of business on the Fundamental
Change Purchase Date and the Company has elected to purchase the Debentures
pursuant to this Section 3.6 through the issuance of Common Stock or securities,
the Company shall pay the entire Purchase Price of the Debentures of such Holder
or Holders in cash.

     Upon determination of the actual number of shares of Common Stock or
securities to be issued for each $1,000 Principal Amount of Debentures , the
Company shall disseminate such determination through Dow Jones & Company, Inc.
or Bloomberg Business News or otherwise make such information publicly
available.

     (b) No later than 15 days after the occurrence of a Fundamental Change, the
Company shall mail a written notice (the "Fundamental Change Notice") of the
Fundamental Change (the date of such mailing, the "Fundamental Change Notice
Date") by first-class mail to the Trustee and to each Holder (and to beneficial
owners as required by applicable law). The notice shall include a form of
Fundamental Change Purchase Notice to be completed by the Holder and shall
state:

               (i)    briefly, the nature of the Fundamental Change and the date
          of such Fundamental Change and the repurchase right arising as a
          result of the Fundamental Change;

               (ii)   the date by which the Fundamental Change Purchase Notice
          pursuant to this Section 3.6 must be given;

               (iii)  the Fundamental Change Purchase Date;

               (iv)   the Fundamental Change Purchase Price;

               (v)    the name and address of the Paying Agent and the
          Conversion Agent;

               (vi)   the then existing Conversion Rate and any adjustments
          thereto;

               (vii)  that the Debentures as to which a Fundamental Change
          Notice has been given may be converted if they are otherwise
          convertible pursuant to Article VII hereof only if the Holder has not
          delivered a Fundamental Change Purchase Notice to the Trustee;

               (viii) that the Debentures must be surrendered to the Paying
          Agent to collect payment;

               (ix)   that the Fundamental Change Purchase Price for any
          Debenture as to which a Fundamental Change Purchase Notice has been
          duly given will be paid promptly following the later of the
          Fundamental Change Purchase Date and the time of surrender of such
          Debenture as described in (viii);

                                       18

<PAGE>

               (x)    briefly, the procedures the Holder must follow to exercise
          rights under this Section 3.6;

               (xi)   briefly, the conversion rights, if any, of the Debentures;

               (xii)  that, unless the Company defaults in making payment of
          such Fundamental Change Purchase Price, interest, if any, on
          Debentures surrendered for purchase by the Company will cease to
          accrue on and after the Fundamental Change Purchase Date and the only
          remaining right of the Holders of such Debentures is to receive
          payment of the Purchase Price upon surrender to the Paying Agent of
          the Debentures purchased; and

               (xiii) the CUSIP number(s) of the Debentures.

     In the event the Company has elected to pay all or a specified percentage
of the Fundamental Change Purchase Price with shares of Common Stock or
securities, the Fundamental Change Notice shall:

     (1) state that the Company will pay the Fundamental Change Purchase Price
with shares of Common Stock or securities;

     (2) describe the method of calculating the number of shares of Common Stock
or securities to be paid;

     (3) state that because the Market Price of the Common Stock or securities
will be determined prior to the Fundamental Change Purchase Date, Holders will
bear the market risk with respect to the value of the shares of Common Stock or
securities to be received from the date such Market Price is determined to the
Fundamental Change Purchase Date.

     (c) A Holder may exercise its rights specified in Section 3.6(a) upon
delivery of an irrevocable written notice of purchase (a "Fundamental Change
Purchase Notice") to the Paying Agent at any time on or prior to the 15th day
after the date the Company delivers its written Fundamental Change Notice,
stating:

               (i)    the certificate number, if applicable, of the Debenture
          which the Holder will deliver to be purchased or the appropriate
          Depositary procedure if Certificated Securities have not been issued;

               (ii)   the portion of the Principal Amount of the Debenture which
          the Holder will deliver to be purchased, which portion must be $1,000
          or an integral multiple thereof;

               (iii)  that such Debenture shall be purchased pursuant to the
          terms and conditions specified in Paragraph 6 of the Debentures; and

     If certificated, the delivery of such Debenture to the Paying Agent with
the Fundamental Change Purchase Notice (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Fundamental Change Purchase

                                       19

<PAGE>

Price therefor; provided, however, that such Fundamental Change Purchase Price
shall be so paid pursuant to this Section 3.6 only if the Debenture so delivered
to the Paying Agent shall conform in all material respects to the description
thereof set forth in the related Fundamental Change Purchase Notice.

     The Company shall purchase from the Holder thereof, pursuant to this
Section 3.6, a portion of a Debenture if the Principal Amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this Indenture that
apply to the purchase of all of a Debenture also apply to the purchase of such
portion of such Debenture.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.6 shall be consummated by the delivery of the consideration to be
received by the Holder on the Fundamental Change Purchase Date.

     (d) Covenants of the Company. All shares of Common Stock or securities
delivered upon purchase of the Debentures shall be newly issued shares or
treasury shares, shall be duly authorized, validly issued, fully paid and
nonassessable, and shall be free from preemptive rights and free of any lien or
adverse claim.

     (e) Procedure upon Purchase. The Company shall deposit cash (in respect of
cash purchases under this Section 3.6 or for fractional shares of Common Stock
or securities, as applicable) or Common Stock or securities, or a combination
thereof, as applicable, at the time and in the manner as provided in Section
3.8, sufficient to pay the aggregate Fundamental Change Purchase Price of all
Debentures to be purchased pursuant to this Section 3.6. On the Fundamental
Change Purchase Date, the Company shall deliver to each Holder entitled to
receive shares of Common Stock or securities through the Paying Agent, a
certificate in global form for the number of full shares of Common Stock or
securities issuable in payment of the Fundamental Change Purchase Price and cash
in lieu of any fractional shares. The Person in whose name the certificate for
shares of Common Stock or securities is registered shall be treated as a holder
of record of Common Stock or securities on the Business Day following the
Fundamental Change Purchase Date. No payment or adjustment will be made for
dividends on the shares of Common Stock on the record date for which dividends
occurred on or prior to the Fundamental Change Purchase Date.

     (f) Taxes. If a Holder of a purchased Debenture is paid in Common Stock or
securities pursuant to this Section 3.6, the Company shall pay all, stamp,
issue, registration, documentary or other similar taxes or duties, if any, which
may be imposed by the Netherlands Antilles or the United States or any political
subdivision thereof or taxing authority thereof or therein with respect to the
issuance of shares of Common Stock or securities. However, the Holder shall pay
any such tax which is due because the Holder requests the shares of Common Stock
or securities to be issued in a name other than the Holder's name. The Paying
Agent may, and if so instructed by the Company, shall refuse to deliver the
certificates representing the shares of Common Stock or securities being issued
in a name other than the Holder's name until the Paying Agent receives a sum
sufficient to pay any tax which will be due because the shares of Common Stock
or securities are to be issued in a name other than the Holder's name. Nothing
herein shall preclude any income tax withholding required by law or regulations.

                                       20

<PAGE>

Section 3.7  Effect of Purchase Notice or Fundamental Change Purchase Notice

     Upon receipt by the Paying Agent of the Purchase Notice or Fundamental
Change Purchase Notice specified in Section 3.5(a) or Section 3.6(c), as
applicable, the Holder of the Debenture in respect of which such Purchase Notice
or Fundamental Change Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice is withdrawn as specified in the following two
paragraphs) thereafter be entitled to receive solely the Purchase Price or
Fundamental Change Purchase Price, as the case may be, with respect to such
Debenture. Such Purchase Price or Fundamental Change Purchase Price shall be
paid to such Holder, subject to receipts of funds and/or securities by the
Paying Agent, promptly following the later of (x) the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, with respect to such
Debenture (provided the conditions in Section 3.5(d) or Section 3.6(c), as
applicable, have been satisfied) and (y) if certificated, the time of delivery
of such Debenture to the Paying Agent by the Holder thereof in the manner
required by Section 3.5(d) or Section 3.6(c), as applicable. Debentures in
respect of which a Purchase Notice has been given by the Holder thereof may not
be converted pursuant to Article VII hereof on or after the date of the delivery
of such Purchase Notice unless such Purchase Notice has first been validly
withdrawn as specified in the following two paragraphs. Debentures in respect of
which a Fundamental Change Purchase Notice has been delivered may not be
converted on or after the date of the delivery of such notice.

     A Fundamental Change Purchase Notice may not be withdrawn. A Purchase
Notice may be withdrawn in whole or in part by means of a written notice of
withdrawal delivered to the office of the Paying Agent in accordance with the
Purchase Notice at any time prior to the close of business on the fifth Business
Day prior to the Purchase Date specifying:

     (a)  the certificate number of the Debenture in respect of which such
notice of withdrawal is being submitted or the appropriate Depositary procedures
if Certificated Securities have not been issued,

     (b)  the Principal Amount of the Debenture with respect to which such
notice of withdrawal is being submitted, and

     (c)  the Principal Amount, if any, of such Debenture which remains subject
to the original Purchase Notice, and which has been or will be delivered for
purchase by the Company.

     A written notice of withdrawal of a Purchase Notice may be in the form set
forth in the preceding paragraph or may be in the form of a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.5(a)(1)(D). A Purchase Notice not withdrawn within the time period specified
in the preceding sentence becomes irrevocable.

     If cash (and/or shares of Common Stock or securities, if permitted under
the Indenture) sufficient to pay the Purchase Price or Fundamental Change
Purchase Price, as the case may be, of all Debentures or portions thereof to be
purchased as of the Purchase Date or the Fundamental Change Purchase Date, as
the case may be, is deposited with the Paying Agent prior to 10:00 a.m. New York
City time on the Purchase Date or the Fundamental Change Purchase Date, interest
shall cease to accrue on such Debentures (or portions thereof) on such Purchase
Date or Fundamental Change Purchase Date, and the Holder thereof shall have no
other rights as such

                                       21

<PAGE>

other than the right to receive the Purchase Price or Fundamental Change
Purchase Price upon surrender of such Debenture.

Section 3.8  Deposit of Purchase Price or Fundamental Change Purchase Price

     Prior to 10:00 a.m. New York City time on the Purchase Date or the
Fundamental Change Purchase Date, as the case may be, the Company shall deposit
with the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or
an Affiliate of either of them is acting as the Paying Agent, shall segregate
and hold in trust as provided in Section 2.06 of the Base Indenture) an amount
of cash (in immediately available funds if deposited on such Business Day)
and/or shares of Common Stock or securities, if permitted hereunder, sufficient
to pay the aggregate Purchase Price or Fundamental Change Purchase Price, as the
case may be, of all the Debentures or portions thereof which are to be purchased
as of the Purchase Date or Fundamental Change Purchase Date, as the case may be.

Section 3.9  Debentures Purchased in Part

     Any Certificated Debenture which is to be purchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Debenture, without service charge, a new Debenture or Debentures, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the portion of the Principal Amount of the
Debenture so surrendered which is not purchased.

Section 3.10 Covenant to Comply With Securities Laws Upon Purchase of Debentures

     When complying with the provisions of Section 3.5 or 3.6 hereof (provided
that such offer or purchase constitutes an "issuer tender offer" for purposes of
Rule 13e-4 (which term, as used herein, includes any successor provision
thereto) under the Exchange Act at the time of such offer or purchase), the
Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor
provision) under the Exchange Act, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with any applicable federal and state securities laws so as to permit the
rights and obligations under Sections 3.5 and 3.6 to be exercised in the time
and in the manner specified in Sections 3.5 and 3.6.

Section 3.11 Repayment to the Company

     The Trustee or the Paying Agent, as the case may be, shall return to the
Company upon its written request any cash or shares of Common Stock or
securities that remain unclaimed as provided in Paragraph 13 of the Debentures,
together with interest or dividends, if any, thereon (subject to the provisions
of Section 8.03 of the Base Indenture), held by them for the payment of the
Purchase Price or Fundamental Change Purchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash or
shares of Common Stock or

                                       22

<PAGE>

securities deposited by the Company pursuant to Section 3.8 exceeds the
aggregate Purchase Price or Fundamental Change Purchase Price, as the case may
be, of the Debentures or portions thereof which the Company is obligated to
purchase as of the Purchase Date or Fundamental Change Purchase Date, as the
case may be, then the Trustee shall promptly return any such excess to the
Company upon written request together with interest or dividends, if any,
thereon (subject to the provisions of Section 8.03 of the Base Indenture).

Section 3.12 Redemption Upon Changes in Withholding Taxes

     The Debentures may be redeemed (a "Withholding Tax Redemption"), as a whole
but not in part, at the election of the Company, upon not less than 30 nor more
than 60 days notice (which notice shall be irrevocable), at a redemption price
equal to the Principal Amount plus accrued and unpaid interest to, but
excluding, the redemption date and any Additional Amounts, if any: (a) if as a
result of any amendment to, or change in, the laws or regulations of the
Netherlands Antilles or any political subdivision or taxing authority thereof or
therein having power to tax (a "Taxing Authority"), or any change in the
application or official interpretation of such laws or regulations, (b) as a
result of such change the Company has become or will become obligated to pay
Additional Amounts, on the next date on which any amount would be payable with
respect to such Debentures, and (c) such obligation to pay Additional Amounts
cannot be avoided by the use of reasonable measures available to the Company;
provided, however, that (x) no such notice of redemption may be given earlier
than 60 days prior to the earliest date on which the Company would be otherwise
required to pay such Additional Amounts, and (y) at the time such notice of
redemption is given, such obligation to pay such Additional Amounts remains in
effect. Prior to the giving of any notice of redemption described in this
paragraph, the Company shall deliver to the Trustee (i) a certificate signed by
two Officers of the Company, stating that the obligation to pay Additional
Amounts cannot be avoided by the Company taking reasonable measures available to
it and (ii) an opinion of outside legal counsel of recognized standing to the
effect that the Company has or will become obligated to pay Additional Amounts
as a result of a change, amendment, official interpretation or application
described above and that the Company cannot avoid the payment of such Additional
Amounts by taking reasonable measures available to it.

     Notwithstanding the foregoing, if the Company has given notice of a
Withholding Tax Redemption as described in this Section 3.12, each Holder shall
have the right to elect that such Holder's Debentures will not be subject to
such Withholding Tax Redemption. If a Holder elects not to be subject to a
Withholding Tax Redemption, neither the Company nor the Trustee will be required
to pay any Additional Amounts as provided in Section 4.1 below with respect to
payments made on the Debentures subject to such election (whether held by such
Holder or a subsequent Holder thereof) following the date of such Withholding
Tax Redemption fixed by the Company, and all subsequent payments on those
Debentures will be subject to any tax required to be withheld or deducted under
the Netherlands Antilles law. Holders must elect their option to avoid a
Withholding Tax Redemption by written notice to the Trustee no later than the
15th day prior to the date of such Withholding Tax Redemption fixed by the
Company stating:

     (1)  the name and address of the registered Holder of the Debentures
          subject to such election:

                                       23

<PAGE>

     (2)  the certificate numbers, if any, and Principal Amount of such
          Debentures; and

     (3)  that the Holder elects to avoid the Withholding Tax Redemption and
          that the Holder (or any successor Holder of such Debenture) will not
          be entitled to any Additional Amounts with respect to payments made on
          such Debentures following the date of such Withholding Tax Redemption.

     The foregoing provisions shall survive any termination or discharge of this
Indenture and shall apply mutatis mutandis to any jurisdiction other than the
United States or any state thereof in which any successor Person to the Company
is organized or is engaged in business for tax purposes or any political
subdivision or taxing authority or agency thereof or therein.

                                   ARTICLE IV

                                    COVENANTS

Section 4.1  Payment of Additional Amounts

     All payments made by the Company under or with respect to the Debentures
will be made free and clear of and without withholding or deduction for or on
account of any present or future taxes, duties, assessments, or governmental
charges of whatever nature imposed or levied by any Taxing Authority ("Taxes"),
unless the Company is required to withhold or deduct Taxes by law or by the
interpretation or administration thereof. In the event that the Company is
required to so withhold or deduct any amount for or on account of any Taxes from
any payment made under or with respect to the Debentures, the Company will pay
such Additional Amounts as may be necessary so that the net amount received by
each Holder of Debentures (including Additional Amounts) after such withholding
or deduction will equal the amount that such Holder would have received if such
Taxes had not been required to be withheld or deducted; provided that no
Additional Amounts will be payable with respect to a payment made to a Holder of
Debentures to the extent:

               (i)   such Holder (A) is able to avoid such withholding or
          deductions by complying with any applicable certification,
          documentation, information or other reporting requirements concerning
          the holder's nationality, residence, identity or connection with the
          Netherlands Antilles or (B) is liable for such Taxes in respect of the
          Debentures by reason of its having some connection with the
          Netherlands Antilles other than merely by the holding of the
          Debentures and the receipt of payments thereon;

               (ii)  of any estate, inheritance, gift, sales, transfer, or
          personal property Taxes imposed with respect to such Debentures, or of
          any other Taxes imposed other than by withholding or payment by the
          Company, except as otherwise provided in the Indenture;

               (iii) that any such Taxes would not have been so imposed but for
          the presentation of such Debentures (where presentation is required)
          for payment on a date more than 30 days after the date on which such
          payment became due and

                                       24

<PAGE>

          payable or the date on which payment thereof is duly provided for,
          whichever is later, except to the extent that the Holder thereof would
          have been entitled to Additional Amounts had the Debentures been
          presented for payment on any date during such 30-day period; or

               (iv)  that an election was made with respect to that Debenture by
          the Holder of such Debenture or a prior Holder of such Debenture to
          avoid a Withholding Tax Redemption pursuant to the last paragraph of
          Section 3.12 with respect to payments made subsequent to the date of
          such Withholding Tax Redemption.

     The Company will also (i) make such withholding or deduction of Taxes and
(ii) remit the full amount of Taxes so deducted or withheld to the relevant
Taxing Authority in accordance with all applicable laws. The Company will use
its reasonable best efforts to obtain certified copies of tax receipts
evidencing the payment of any Taxes so withheld or deducted from each Taxing
Authority imposing such Taxes. The Company will, upon request by a Holder, make
available to such Holder, within 60 days after the date the payment of any Taxes
so withheld or deducted is due pursuant to applicable law, certified copies of
tax receipts evidencing such payment by the Company or if, notwithstanding the
Company's reasonable best efforts to obtain such receipts, the same are not
obtainable, other evidence of such payments by the Company.

     In the event that the Company is obligated to pay Additional Amounts with
respect to any payment of principal, interest, redemption price or any other
amount payable under or with respect to the Debentures, 30 days prior to the
date such payment is due and payable, the Company will deliver to the Trustee an
Officer's Certificate stating the fact that such Additional Amounts will also be
payable, the amounts so payable and such other information as is necessary to
enable the Trustee to pay such Additional Amounts to the Holders on such payment
date.

     The foregoing provisions shall survive any termination or discharge of this
Indenture and shall apply mutatis mutandis to any jurisdiction other than the
United States or any state thereof in which any successor Person to the Company
is organized or is engaged in business for tax purposes or any political
subdivisions or taxing authority or agency thereof or therein.

     In addition, the Company will pay any stamp, issue, registration,
documentary or other similar taxes and duties, including interest, penalties and
Additional Amounts with respect thereto, payable in the Netherlands Antilles or
the United States or any political subdivision or taxing authority of or in the
foregoing in respect of the creation, issue, offering, enforcement, redemption
or retirement of the Debentures.

     Whenever in this Indenture or the Debentures there is mentioned, in any
context, the payment of principal, interest, redemption price or any other
amount payable under or with respect to any Debenture, such mention shall be
deemed to include mention of the payment of Additional Amounts to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof.

     If the Company becomes incorporated or otherwise organized under the laws
of a country other than the Netherlands Antilles or the United States or any
state thereof (or if the surviving

                                       25

<PAGE>

person of a merger, amalgamation, or consolidation to which the Company is a
party is organized or incorporated under the laws of such a country) the terms
of Section 3.12, above, and this Section 4.1 shall be changed to provide (i) for
the payment of additional amounts in the case of any withholding or deduction
for any taxes, duties, assessments or governmental charges imposed or levied by
the country in which the Company or such surviving person is incorporated or
organized, or any political subdivision thereof, or taxing authorities thereof
or therein, and (ii) for redemption upon changes in withholding taxes with
respect thereto, on terms substantially identical to the terms currently
applicable in respect of taxes imposed by the Netherlands Antilles and its
political subdivisions and taxing authorities.

                                   ARTICLE V

                              DEFAULTS AND REMEDIES

Section 5.1  Events of Default

     In addition to the Events of Default listed on Section 6.01 of the Base
Indenture, an "Event of Default" occurs with respect to the Debentures

               (i)   if the Company defaults in the payment of the principal of
          and accrued interest on any Debentures upon a repurchase pursuant to
          Section 3.5, 3.6, or 3.12 hereof;

               (ii)  if the Company fails to give Holders the Fundamental Change
          Notice within the time required to give that notice, and such failure
          continues for 30 days.

                                   ARTICLE VI

                                   AMENDMENTS

Section 6.1  Without Consent of Holders.

     In addition to those matters set forth in Section 9.01 of the Base
Indenture, with respect to the Debentures, the Company and the Trustee may amend
or supplement the Indenture or the Debentures or waive any provision thereof or
of this Supplemental Indenture without the consent of any Holder of Debentures:

               (i)   to provide for uncertificated Securities in addition to or
          in place of certificated Securities; provided, however, that the
          uncertificated Securities are issued in registered form for purposes
          of Section 163(f) of the United States Internal Revenue Code of 1986,
          as amended from time to time or in a manner

                                       26

<PAGE>

          such that the uncertificated Securities are described in Section
          163(f)(2)(B) of the United States Internal Revenue Code of 1986, as
          amended from time to time; or

               (ii)  to make such changes in connection with a consolidation,
          amalgamation, merger or other transaction as may be necessary so as to
          not impair the rights of Holders, including the right to receive
          payment of Additional Amounts in respect of any tax withholding or
          deduction imposed by the jurisdiction of formation.

     After an amendment under this Section 6.1 becomes effective, the Company
shall mail to Holders a notice briefly describing such amendment. The failure to
give such notice to all such Holder, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.

Section 6.2  With Consent of Holders.

     In addition to those matters set forth in Section 9.02 of the Base
Indenture, without the consent of the Holder of each Debenture affected thereby,
an amendment, supplement or waiver may not:

               (i)   amend provisions relating to the Withholding Tax Redemption
          in a manner adverse to the Holders of Debentures; or

               (ii)  reduce the Purchase Price or Fundamental Change Purchase
          Price of any Debenture or change the time at which the Debentures may
          or must be redeemed or repurchased.

                                   ARTICLE VII

                                   CONVERSIONS

Section 7.1  Conversion Privilege

     Subject to the limitations in this Indenture and paragraph 10 of the
Debentures, a Holder of a Debenture may convert such Debenture into shares of
Common Stock at any time. The number of shares of Common Stock issuable upon
conversion of a Debenture per $1,000 of Principal Amount thereof (the
"Conversion Rate") shall be that set forth in Paragraph 10 of the Debentures,
subject to adjustment as herein set forth.

     A Holder may convert a portion of the Principal Amount of a Debenture if
the portion converted is in a $1,000 Principal Amount or an integral multiple of
$1,000. Provisions of this Indenture that apply to conversion of all of a
Debenture also apply to conversion of a portion of a Debenture.

                                       27

<PAGE>

Section 7.2  Conversion Procedure

     The first Business Day on which the Holder delivers an irrevocable
conversion notice together with such Holder's Debentures (if the Debentures are
in certificated form) for conversion is the conversion date (the "Conversion
Date").

     As soon as practicable after the Conversion Date, the Company shall deliver
to the account of the Holder, through the Conversion Agent, or applicable
procedures of the Depositary the number of full shares of Common Stock issuable
upon the conversion or exchange and cash in lieu of any fractional share
determined pursuant to Section 7.3. The Person in whose name the certificate is
registered shall be treated as a stockholder of record as of the close of
business on the Conversion Date. Upon conversion of a Debenture in its entirety,
such Person shall no longer be a Holder of the portion of such Debenture so
cancelled.

     No payment or adjustment will be made for dividends on, or other
distributions with respect to, any shares of Common Stock except as provided in
this Article VII. On conversion of a Debenture, that portion of accrued and
unpaid interest, if any, through the Conversion Date with respect to the
converted Debenture shall be deemed cancelled, extinguished or forfeited. The
Company will not adjust the Conversion Rate to account for accrued interest, if
any. Delivery of Common Stock upon conversion will be deemed to satisfy the
Company' s obligation to pay the Principal Amount of the Debentures. If the
Holder converts more than one Debenture at the same time, the number of shares
of Common Stock issuable upon the conversion shall be based on the total
Principal Amount of the Debentures converted.

     Upon surrender of a Debenture that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Debenture in an authorized denomination equal in principal amount to the
unconverted portion of the Debenture surrendered or cause the account of the
Holder to be so credited.

Section 7.3  Fractional Shares

     The Company will not issue fractional shares of Common Stock upon
conversion of a Debenture. Instead, the Company will pay cash based on the
current market value of the fractional shares. The current market value of a
fractional share shall be determined, to the nearest 1/1,000th of a share, by
multiplying the Closing Sale Price, on the last trading day immediately prior to
the Conversion Date, of a full share by the fractional amount and rounding the
product to the nearest whole cent. Whether fractional shares are issuable upon a
conversion will be determined on the basis of the total number of Debentures
that the Holder is then converting into Common Stock and the aggregate number of
shares of Common Stock issuable upon such conversion.

Section 7.4  Taxes on Conversion

     If a Holder submits a Debenture for conversion, the Company shall pay all
stamp, issue, registration, documentary or other similar taxes or duties, if
any, which may be imposed by the Netherlands Antilles or the United States or
any political subdivision thereof or taxing authority thereof or therein with
respect to the issuance of shares of Common Stock upon the conversion.

                                       28

<PAGE>

However, the Holder shall pay any such tax which is due because the Holder
requests the shares to be issued in a name other than the Holder's name. The
Conversion Agent may, and if so instructed by the Company, shall refuse to
deliver the certificates representing the shares of Common Stock being issued in
a name other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulations.

Section 7.5  Company to Provide Stock

     The Company shall, prior to issuance of any Debentures under this Article
VII, and from time to time as may be necessary, reserve out of its authorized
but unissued shares of Common Stock a sufficient number of shares of Common
Stock to permit the conversion of the Debentures into shares of Common Stock.

     All shares of Common Stock delivered upon conversion of the Debentures
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable, and shall be free from preemptive
rights and free of any lien or adverse claim. The Company will endeavor promptly
to comply with all United States federal and state securities laws regulating
the offer and delivery of shares of Common Stock upon conversion of Debentures,
if any, and will list or cause to have quoted such shares of Common Stock on
each national securities exchange or in the over-the-counter market or such
other market on which the shares of Common Stock are then listed or quoted.

Section 7.6  Adjustment for Change in Capital Stock

     If, after the Issue Date of the Debentures, the Company:

     (1)  pays a dividend or makes another distribution on the Company's Common
Stock to all holders of the Company's Common Stock payable exclusively in shares
of Common Stock;

     (2)  subdivides the outstanding shares of Common Stock into a greater
number of shares;

     (3)  combines the outstanding shares of Common Stock into a smaller number
of shares; or

     (4)  issues by reclassification of its Common Stock any shares of Capital
Stock to all holders of Common Stock;

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Debenture
thereafter converted may receive the number of shares of Common Stock (or other
Capital Stock) of the Company which such Holder would have owned immediately
following such action if such Holder had converted the Debenture immediately
prior to such action.

                                       29

<PAGE>

     The adjustment shall become effective immediately after the record date in
the case of a dividend, distribution or subdivision and immediately after the
effective date in the case of a combination or reclassification.

     If after an adjustment a Holder of a Debenture upon conversion of such
Debenture may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article VII with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article VII.

Section 7.7  Adjustment for Rights Issue

     If after the Issue Date of the Debentures, the Company distributes any
rights or warrants to all or substantially all holders of the Company's Common
Stock entitling them to purchase, for a period expiring within 60 days after the
date of issuance of such rights or warrants, shares of Common Stock (or
securities convertible into Common Stock) at a price per share less (or having a
conversion price per share less) than the then current Market Price as of the
Time of Determination (except that no adjustment will be made if Holders of the
Debentures may participate in the transaction on a basis and with the notice
that the Company's Board of Directors determines to be fair and appropriate),
the Conversion Rate shall be adjusted in accordance with the formula:

     R' = R x            (O + N)
               -----------------
                 (O + (N x P)/M)

where:

     R' = the adjusted Conversion Rate.

     R = the current Conversion Rate.

     O = the number of shares of Common Stock outstanding on the record date for
the distribution to which this Section 7.7 is being applied.

     N = the number of additional shares of Common Stock offered pursuant to the
distribution.

     P = the offering price per share of the additional shares.

     M = the Market Price, minus, in the case of (i) a distribution to which
Section 7.6(4) applies or (ii) a distribution to which Section 7.8 applies, for
which, in each case, (x) the record date shall occur on or before the record
date for the distribution to which this Section 7.7 applies and (y) the
Ex-Dividend Time shall occur on or after the date of the Time of Determination
for the distribution to which this Section 7.7 applies, the fair market value
(on the record date for the distribution to which this Section 7.7 applies) of
the

                                       30

<PAGE>

         (1) Capital Stock of the Company distributed in respect of each share
of Common Stock in such Section 7.6(4) distribution and

         (2) the Company's debt, securities or assets or other rights, warrants
or options to purchase securities of the Company distributed in respect of each
share of Common Stock in such Section 7.8 distribution.

         The Board of Directors shall determine fair market values for the
purposes of this Section 7.7, except as Section 7.8 otherwise provides in the
case of a spin-off.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 7.7 applies. If all of the shares of Common
Stock subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate shall promptly be
readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

         No adjustment shall be made under this Section 7.7 if the application
of the formula stated above in this Section 7.7 would result in a value of R'
that is equal to or less than the value of R.

         "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 7.7 or 7.8 applies and
(ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the NYSE or such other U.S. national or regional exchange or market on which the
shares of Common Stock are then listed or quoted.

Section 7.8 Adjustment for Other Distributions

         If, after the Issue Date of the Debentures, the Company distributes to
all holders of its Common Stock any of its debt, securities or assets or any
rights, warrants or options to purchase securities of the Company (including
securities or cash, but excluding (x) distributions of Capital Stock referred to
in Section 7.6 and distributions of rights, warrants or options referred to in
Section 7.7 and (y) cash dividends or other cash distributions unless such cash
dividends or other cash distributions are Extraordinary Cash Dividends) the
Conversion Rate shall be adjusted, subject to the provisions of the last
paragraph of this Section 7.8, in accordance with the formula:

         R' =     R x M
                ---------
                  (M-F)

         where:

         R' = the adjusted Conversion Rate.

                                       31

<PAGE>

         R = the current Conversion Rate.

         M = the Market Price, minus, in the case of a distribution to which
Section 7.6(4) applies, for which (i) the record date shall occur on or before
the record date for the distribution to which this Section 7.8 applies and (ii)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 7.8 applies, the fair
market value (on the record date for the distribution to which this Section 7.8
applies) of any Capital Stock of the Company distributed in respect of each
share of Common Stock in such Section 7.6(4) distribution.

         F = the fair market value (on the record date for the distribution to
which this Section 7.8 applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 7.8 is being applied (including, in the case
of cash dividends or other cash distributions giving rise to an adjustment, all
such cash distributed concurrently).

         In the event the Company distributes shares of Capital Stock of a
Subsidiary, the Conversion Rate will be adjusted, if at all, based on the market
value of the Subsidiary stock so distributed relative to the market value of the
shares of Common Stock, as discussed below. The Board of Directors shall
determine fair market values for the purposes of this Section 7.8, except that
in respect of a dividend or other distribution of shares of Capital Stock of any
class or series, or similar equity interests, of or relating to a Subsidiary or
other business unit of the Company (a "Spin-off"), the fair market value of the
securities to be distributed shall equal the average of the daily Closing Sale
Prices of those securities for the five consecutive trading days commencing on
and including the sixth day of trading of those securities after the
effectiveness of the Spin-off. In the event, however, that an underwritten
initial public offering of the securities in the Spin-off occurs simultaneously
with the Spin-off, fair market value of the securities distributed in the
Spin-off shall mean the initial public offering price of such securities and the
Market Price shall mean the Closing Sale Price for the Common Stock on the same
trading day. If no trading market develops for the Capital Stock so distributed,
the value of the distributed Capital Stock will be determined by two nationally
recognized investment banks appointed by the Company.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 7.8 applies, except that an adjustment related to a Spin-off
shall become effective at the earlier to occur of (i) 10 trading days after the
effective date of the Spin-off and (ii) the initial public offering of the
securities distributed in the Spin-off.

         For purposes of this Section 7.8, the term "Extraordinary Cash
Dividend" shall mean the sum of (i) any cash and the fair market value of any
other consideration payable in respect of any tender offer (other than
consideration payable in respect of any odd-lot tender offer) by the Company or
any of its Subsidiaries for shares of Common Stock consummated within the
preceding 12 months not triggering a Conversion Rate adjustment and (ii) all
other all-cash distributions to all or substantially all holders of Common Stock
made within the preceding 12 months not triggering a Conversion Rate adjustment,
exceeds an amount equal to 12.5% of the Market Capitalization of the Common
Stock on the Business Day immediately preceding the day on which the Company
declares the distribution.

                                       32

<PAGE>

         If, upon the date prior to the Ex-Dividend Time with respect to a cash
dividend on the shares of Common Stock, the aggregate amount of such cash
dividend together with the amounts of all other cash dividends or cash
distributions gives rise to an adjustment of the Conversion Rate pursuant to
this Section 7.8, then such cash dividend together with all such other cash
dividends or cash distributions shall, for purposes of applying the formula set
forth above in this Section 7.8, cause the value of "F" to equal (y) the
aggregate amount of such cash dividend together with the amounts of such other
cash dividends or cash distributions within the preceding 12 months, minus (z)
the aggregate amount of all cash dividends or cash distributions within the
preceding 12 months for which a prior adjustment in the Conversion Rate was
previously made.

         In the event that, with respect to any distribution to which this
Section 7.8 would otherwise apply, the difference "M-F" as defined in the above
formula is less than $1.00 or "F" is equal to or greater than "M", then the
adjustment provided by this Section 7.8 shall not be made and in lieu thereof
the provisions of Section 7.15 shall apply to such distribution.

Section 7.9 Adjustment for Company Tender Offer

         If, after the Issue Date of the Debentures, the Company or any
Subsidiary of the Company pays holders of the shares of Common Stock in respect
of a tender or exchange offer, other than an odd-lot offer, by the Company or
any of its Subsidiaries for shares of Common Stock to the extent that the offer
involves aggregate consideration that, together with (i) any cash and the fair
market value of any other consideration payable in respect of any tender offer
(other than consideration payable in respect of any odd-lot tender offer) by the
Company or any of its Subsidiaries for shares of Common Stock consummated within
the preceding 12 months not triggering a Conversion Rate adjustment and (ii)
all-cash distributions to all or substantially all holders of Common Stock made
within the preceding 12 months not triggering a Conversion Rate adjustment in
each case, exceeds an amount equal to 12.5% of the Market Capitalization of the
shares of Common Stock on the expiration date of the tender offer, the
Conversion Rate shall be increased so that the same shall equal the price
determined by multiplying the Conversion Rate in effect immediately prior to the
effectiveness of the Conversion Rate increase contemplated by this Section 7.9
by a fraction of which the denominator shall be the number of shares of Common
Stock outstanding (including any tendered or exchanged shares) at the last time
tenders of exchanges may be made pursuant to such tender or exchange offer (the
"Expiration Time") multiplied by the Closing Sale Price per share of Common
Stock on the trading day on the NYSE next succeeding the Expiration Time and the
numerator shall be the sum of (x) the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "Purchased Shares") and (y) the product of the number of
shares of Common Stock (less any Purchased Shares) at the Expiration Time and
the Closing Sale Price per share of Common Stock on the trading day on the NYSE
next succeeding the Expiration Time, such increase to become effective
immediately prior to the opening of business on the day following the Expiration
Time.

                                       33

<PAGE>

Section 7.10 When Adjustment May Be Deferred

         No adjustment in the Conversion Rate need be made unless the adjustment
would require an increase or decrease of at least 1% in the Conversion Rate. Any
adjustments that are not made shall be carried forward and taken into account in
any subsequent adjustment.

         All calculations under this Article VII shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be.

Section 7.11 When No Adjustment Required

         No adjustment of the Conversion Rate need be made:

         (a) as a result of: (i) the issuance of the rights; (ii) the
distribution of separate certificates representing the rights; (iii) the
exercise or redemption of the rights in accordance with any rights agreement; or
(iv) the termination or invalidation of the rights, in each case, pursuant to
any stockholders rights plan the Company may adopt from time to time;

         (b) upon the issuance of any shares of Common Stock pursuant to any
present or future plan providing for the reinvestment of dividends or interest
payable on securities of the Company and the investment of additional optional
amounts in Common Stock under any plan;

         (c) upon the issuance of any shares of Common Stock or options or
rights to purchase those shares pursuant to any present or future employee,
director or consultant benefit plan or program of or assumed by the Company or
any of its Subsidiaries; or

         (d) upon the issuance of any shares of Common Stock pursuant to any
option, warrant, right, or exercisable, exchangeable or convertible security
outstanding as of the date the Debentures were first issued.

         No adjustment need be made for a transaction referred to in Section 7.7
or Section 7.8 if Holders of the Debentures may participate in the transaction
on a basis and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Common Stock
participate in the transaction. No adjustment need be made for a transaction
referred to in Section 7.8 above if all Holders of the Debentures may
participate in the transaction.

         No adjustment need be made for a change in the par value or no par
value of the shares of Common Stock.

         To the extent the Debentures become convertible pursuant to this
Article VII in whole or in part into cash, no adjustment need be made thereafter
as to the cash. Interest will not accrue on the cash.

Section 7.12 Notice of Adjustment

         Whenever the Conversion Rate is adjusted, the Company shall promptly
mail to Holders a notice of the adjustment. The Company shall file with the
Trustee and the Conversion Agent

                                       34

<PAGE>

such notice briefly stating the facts requiring the adjustment and the manner of
computing it. The certificate shall be conclusive evidence that the adjustment
is correct. Neither the Trustee nor any Conversion Agent shall be under any duty
or responsibility with respect to any such certificate except to exhibit the
same to any Holder desiring inspection thereof.

Section 7.13 Voluntary Increase

         The Company may increase the Conversation Rate as the Company's Board
of Directors deems advisable to avoid or diminish any income tax to holders of
Common Stock resulting from any dividend or distribution of Capital Stock (or
rights to acquire Capital Stock) or from any event treated as such for income
tax purposes. The Company from time to time may also increase the Conversion
Rate as permitted by law by any amount at any time for at least 20 days, so long
as the increase is irrevocable during such period. Whenever the Conversion Rate
is increased, the Company shall mail to Holders and file with the Trustee and
the Conversion Agent a notice of the increase. The notice shall state the
increased Conversion Rate and the period it will be in effect. A voluntary
increase of the Conversion Rate does not change or adjust the Conversion Rate
otherwise in effect for purposes of Section 7.6, 7.7 or 7.8.

Section 7.14 Notice of Certain Transactions

         If:

         (a) the Company takes any action that would require an adjustment in
the Conversion Rate pursuant to Section 7.6, 7.7, 7.8 or 7.9 (unless no
adjustment is to occur pursuant to Section 7.11); or

         (b) the Company takes any action that would require a supplemental
indenture pursuant to Section 7.15; or

         (c) there is a liquidation or dissolution of the Company;

then the Company shall mail to Holders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend,
distribution or subdivision or the proposed effective date of a combination,
reclassification, consolidation, amalgamation, merger, transfer, liquidation or
dissolution. The Company shall file and mail the notice at least 5 days before
such date. Failure to file or mail the notice or any defect in it shall not
affect the validity of the transaction.

Section 7.15 Reorganization of Company; Special Distributions

         If the Company is a party to a transaction subject to Section 5.01 of
the Base Indenture (other than a sale of all or substantially all of the
property of the Company in a transaction in which the holders of Common Stock
immediately prior to such transaction do not receive securities, cash or other
property of the Company or any other Person) or a consolidation, amalgamation or
merger which reclassifies or changes its outstanding shares of Common Stock, the
Person obligated to deliver securities, cash or other assets upon conversion of
Debentures shall enter into a supplemental indenture. If the issuer of
securities deliverable upon conversion

                                       35

<PAGE>

of Debentures is an Affiliate of the successor entity, that issuer shall join in
the supplemental indenture.

         The supplemental indenture shall provide that the Holder of a Debenture
may convert it into the kind and amount of securities, cash or other property
which such Holder would have received immediately after the consolidation,
amalgamation, merger or transfer if such Holder had converted the Debenture
immediately before the effective date of the transaction, assuming (to the
extent applicable) that such Holder (i) was not a constituent Person or an
Affiliate of a constituent Person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article VII. The successor entity shall mail to Holders a
notice briefly describing the supplemental indenture.

         If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of the last
paragraph of Section 7.8, would otherwise result in an adjustment in the
Conversion Rate pursuant to the provisions of Section 7.8, then, from and after
the record date for determining the holders of Common Stock entitled to receive
the distribution, a Holder of a Debenture that converts such Debenture in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Common Stock into which the
Debenture is convertible, the kind and amount of securities, cash or other
assets comprising the distribution that such Holder would have received if such
Holder had converted the Debenture immediately prior to the record date for
determining the holders of Common Stock entitled to receive the distribution.

Section 7.16 Company Determination Final

         Any determination that the Company or the Board of Directors must make
pursuant to Sections 7.3, 7.6, 7.7, 7.8, 7.9, 7.10, 7.11, 7.15 or 7.17 is
conclusive, absent manifest error.

Section 7.17 Trustee's Adjustment Disclaimer

         The Trustee has no duty to determine when an adjustment under this
Article VII should be made, how it should be made or what it should be. The
Trustee has no duty to determine whether a supplemental indenture under Section
7.15 need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Debentures. The Trustee shall not be responsible for the
Company's failure to comply with this Article VII. Each Conversion Agent shall
have the same protection under this Section 7.17 as the Trustee.

Section 7.18 Simultaneous Adjustments

         In the event that this Article VII requires adjustments to the
Conversion Rate under more than one of Sections 7.6(4), 7.7 or 7.8, and the
record dates for the distributions giving rise to such adjustments shall occur
on the same date, then such adjustments shall be made by applying,

                                       36

<PAGE>

first, the provisions of Section 7.6, second, the provisions of Section 7.8 and,
third, the provisions of Section 7.7.

Section 7.19 Successive Adjustments

         After an adjustment to the Conversion Rate under this Article VII, any
subsequent event requiring an adjustment under this Article VII shall cause an
adjustment to the Conversion Rate as so adjusted.

Section 7.20 Restriction on Common Stock Issuable Upon Conversion.

         (a) Shares of Common Stock to be issued upon conversion of the
Debentures prior to the effectiveness of a Shelf Registration Statement shall be
physically delivered in certificated form to the holders converting such
Debentures, and the certificate representing such shares of Common Stock shall
bear the following legend (the "Restricted Common Stock Legend") unless removed
in accordance with Section 7.20(c):

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
         THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY
         MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE
         SECOND ANNIVERSARY, OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY
         HERETO) OR (Y) BY ANY HOLDER THAT WAS AN "AFFILIATE" (WITHIN THE
         MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY AT ANY
         TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN
         EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY
         IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
         ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
         QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A,
         PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
         OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) IN AN
         OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE SECURITIES
         ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
         PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
         PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
         ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS
         SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT
         IS (1) A QUALIFIED INSTITUTIONAL BUYER OR (2) NOT A U.S. PERSON AND IS
         OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT
         SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
         REGULATIONS UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF
         WILL

                                       37

<PAGE>

         NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH
         REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

         (b) If (i) shares of Common Stock to be issued upon conversion of a
Debenture prior to the effectiveness of a Shelf Registration Statement are to be
registered in a name other than that of the holder of such Debenture or (ii)
shares of Common Stock represented by a certificate bearing the Restricted
Common Stock Legend are transferred subsequently by such holder, then, unless
the Shelf Registration Statement has become effective and such shares are being
transferred pursuant to the Shelf Registration Statement, the holder must
deliver to the transfer agent for the Common Stock a certificate in
substantially the form of Exhibit C as to compliance with the restrictions on
transfer applicable to such shares of Common Stock, and neither the transfer
agent nor the registrar for the Common Stock shall be required to register any
transfer of such Common Stock not so accompanied by a properly completed
certificate.

         (c) Except for transfers in connection with a Shelf Registration
Statement, if certificates representing shares of Common Stock are issued upon
the registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Common Stock Legend,
or if a request is made to remove such Restricted Common Stock Legend from
certificates representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted Common Stock
Legend shall not be removed, as the case may be, unless there is delivered to
the Company, the Conversion Agent and the Transfer Agent such satisfactory
evidence, which, in the case of a transfer made pursuant to Rule 144 under the
Securities Act, may include an opinion of counsel as may be reasonably required
by the Company, that neither the legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the
provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or
that such shares of Common Stock are securities that are not "restricted" within
the meaning of Rule 144 under the Securities Act. Upon provision to the Company
of such reasonably satisfactory evidence, the Company shall cause the transfer
agent for the Common Stock to countersign and deliver certificates representing
shares of Common Stock that do not bear the legend.

                                  ARTICLE VIII

                                  MISCELLANEOUS

Section 8.1 Defeasance.

         The Debentures shall be subject to the provisions of Article VIII of
the Base Indenture.

         However, notwithstanding the provisions of Sections 8.01 and 8.02 of
the Base Indenture, the Holders right to convert the Debentures pursuant to
Article VII hereof shall not be affected by any action of the Company under
Article VIII of the Base Indenture.

                                       38

<PAGE>

Section 8.2 Notices

         If the Company mails a notice or communication to the Holders pursuant
to Section 10.02 of the Base Indenture, relating to the Debentures, it shall
also mail a copy to the Conversion Agent.

Section 8.3 Separability Clause

         In case any provision in this Indenture or in the Debentures shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 8.4 Rules by Trustee, Paying Agent, Conversion Agent and Registrar

         The Trustee may make reasonable rules for action by or a meeting of
Holders. The Registrar, the Conversion Agent and the Paying Agent may make
reasonable rules for their functions.

Section 8.5 Legal Holidays

         If any specified date (including a date for giving notice) is a Legal
Holiday, the action shall be taken on the next succeeding day that is not a
Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Debentures, no interest, if any, shall accrue for the intervening
period.

Section 8.6 GOVERNING LAW

         THIS FIRST SUPPLEMENTAL INDENTURE AND THE DEBENTURES SHALL BE GOVERNED
BY, AND CONSTRUCTED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 8.7 Multiple Originals

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. One signed copy is enough to prove this Indenture.

                                       39

<PAGE>

         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this First Supplemental Indenture on behalf of the respective parties
hereto as of the date first above written.

                                      SCHLUMBERGER LIMITED

                                      By: /s/ Michel Soublin
                                          -------------------------------------
                                          Name: Michel Soublin
                                          Title: Treasurer

                                      CITIBANK, N.A.

                                      By: /s/ Nancy Forte
                                          -------------------------------------
                                          Name: Nancy Forte
                                          Title: Assistant Vice President

                                       40

<PAGE>

                                   EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER
THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF
SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER

                                     A-1-1

<PAGE>

HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH
REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

         The foregoing legend may be removed from this Security on satisfaction
of the conditions specified in the Indenture.

                                     A-1-2

<PAGE>

                              SCHLUMBERGER LIMITED

                 1.500% Series A Convertible Debentures due 2023

No.                                        CUSIP: 806857AB4

Issue Date: June 9, 2003

         SCHLUMBERGER LIMITED, a Netherlands Antilles corporation, promises to
pay to Cede & Co. or registered assigns, the principal amount of ($        ) on
June 1, 2023.

         Interest Payment Dates:  June 1 and December 1

         Record Dates:  May 15 and November 15

         This Debenture is convertible as specified on the other side of this
Debenture.

         Additional provisions of this Debenture are set forth on the other side
of this Debenture.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as
of the [ ] day of [ ], 2[ ].

                                                SCHLUMBERGER LIMITED

                                                By:_____________________________
                                                   Name:
                                                   Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         CITIBANK, N.A., as Trustee, certifies that this is one of the
Debentures referred to in the within-mentioned Indenture.

Dated: [    ], 2[   ]

                                                CITIBANK, N.A.

                                                By:_____________________________
                                                   Name:
                                                   Title:

                                     A-1-3

<PAGE>

                       [FORM OF REVERSE SIDE OF DEBENTURE]

                 1.500% Series A Convertible Debentures due 2023

1.   Interest.

     This Debenture shall bear interest at the rate of 1.500% per annum. The
     Company shall pay interest semiannually in arrears on June 1 and December 1
     of each year (each, a "Interest Payment Date"), commencing December 1,
     2003. Interest shall accrue from the most recent date to which interest has
     been paid or, if no interest has been paid from the Issue Date; provided,
     however, that if there is not an existing Default in the payment of
     interest and if this Debenture is authenticated between a record date
     referred to on the face hereof and the next succeeding Interest Payment
     Date, interest shall accrue from such Interest Payment Date. If the
     Principal Amount hereof or any portion of such Principal Amount is not paid
     when due (whether upon acceleration pursuant to Section 6.02 of the Base
     Indenture, upon the date set for payment of the Redemption Price pursuant
     to paragraph 5 or 7 hereof, upon the date set for payment of the Purchase
     Price or Fundamental Change Purchase Price pursuant to paragraph 6 hereof
     or upon the Stated Maturity of this Debenture), then in each such case the
     overdue amount shall, to the extent permitted by law, bear interest at the
     rate of 1.500% per annum which interest shall accrue from the date such
     overdue amount was originally due to the date payment of such amount,
     including interest thereon, has been made or duly provided for. All such
     interest shall be payable on demand. Interest will be computed on the basis
     of a 360-day year composed of twelve 30-day months.

2.   Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make
     payments in cash at Stated Maturity and payments in cash, shares of Common
     Stock or a combination thereof, as the case may be, in respect of
     Redemption Prices, Purchase Prices and Fundamental Change Purchase Prices
     to Holders who surrender Debentures to a Paying Agent to collect such
     payments in respect of the Debentures. The Company will pay cash amounts in
     money of the United States that at the time of payment is legal tender for
     payment of public and private debts. However, the Company may make such
     cash payments by wire transfers of immediately available funds or, at the
     Company's option, by check payable in such money.

3.   Paying Agent, Conversion Agent and Registrar.

     Initially, Citibank, N.A. (the "Trustee") will act as Paying Agent,
     Conversion Agent and Registrar. The Company may appoint and change any
     Paying Agent, Conversion Agent or Registrar without notice, other than
     notice to the Trustee; provided that the Company will maintain at least one
     Paying Agent in the State of New York, City of New York, Borough of
     Manhattan, which shall initially be an office or agency of the Trustee. The
     Company or any of its Subsidiaries or any of their Affiliates may act as
     Paying Agent, Conversion Agent or Registrar.

                                      A-1-4

<PAGE>

4.   Indenture.

     The Company issued the Debentures under an Indenture dated as of June 9,
     2003 (the "Base Indenture"), between the Company and the Trustee and a
     First Supplemental Indenture dated as of June 9, 2003 (the "Supplemental
     Indenture" and, together with the Base Indenture, the "Indenture"), between
     the Company and the Trustee. The terms of the Debentures include those
     stated in the Indenture and those made part of the Indenture by reference
     to the Trust Indenture Act of 1939, as in effect from time to time (the
     "TIA"). Capitalized terms used herein and not defined herein have the
     meanings ascribed thereto in the Indenture. The Debentures are subject to
     all such terms, and Holders are referred to the Indenture and the TIA for a
     statement of those terms.

     The Debentures are general unsecured obligations of the Company limited to
     $850,000,000 aggregate principal amount (subject to increase by up to
     $125,000,000 in the event the Initial Purchasers exercise the option to
     purchase additional Debentures granted to them in the Purchase Agreement).
     The Indenture does not limit other indebtedness of the Company or its
     Subsidiaries, secured or unsecured.

5.   Redemption at the Option of the Company.

     No sinking fund is provided for the Debentures. Subject to the terms and
     conditions of this Indenture, the Debentures are redeemable at the option
     of the Company in whole or in part, at any time or from time to time on, or
     after June 6, 2008 for a cash price equal to the Principal Amount of the
     Debentures to be redeemed plus accrued and unpaid interest (subject to the
     right of Holders of record on the relevant record date to receive interest
     due on the relevant Interest Payment Date), if any, up to but not
     including, the Redemption Date (the "Redemption Price").

6.   Purchase By the Company at the Option of the Holder.

     Subject to the terms and conditions of the Indenture, the Company shall
     become obligated to purchase, at the option of the Holder, all or any
     portion of the Debentures held by such Holder on June 1, 2008, June 1, 2013
     and June 1, 2018 or the next Business Day following such dates to the
     extent such dates are not Business Days in integral multiples of $1,000 at
     a Purchase Price equal to the Principal Amount thereof plus accrued and
     unpaid interest, if any, on the Purchase Date. To exercise such right, a
     Holder shall deliver to the Company a Purchase Notice containing the
     information set forth in the Indenture, at any time from the opening of
     business on the date that is 20 Business Days prior to such Purchase Date
     until the close of business on the fifth Business Day prior to such
     Purchase Date, and, if certificated, shall deliver the Debentures to the
     Paying Agent as set forth in the Indenture.

     The Purchase Price for repurchases on June 1, 2008 will be paid in cash. On
     the other Purchase Dates, the Purchase Price may be paid, at the option of
     the Company, in cash or by the issuance and delivery of shares of Common
     Stock, or in any combination thereof.

                                      A-1-5

<PAGE>

     At the option of the Holder and subject to the terms and conditions of the
     Indenture, the Company shall become obligated to offer to purchase the
     Debentures held by such Holder within 15 days (which purchase shall occur
     30 days after the date of such offer) after the occurrence of a Fundamental
     Change (as defined in the Indenture) for a Fundamental Change Purchase
     Price equal to the Principal Amount thereof plus accrued and unpaid
     interest, if any, up to but not including, the Fundamental Change Purchase
     Date, which Fundamental Change Purchase Price shall be paid in cash or, at
     the Company's option, shares of Common Stock (valued at 99% of the average
     Closing Sales Prices of the Common Stock (or other applicable security) for
     the ten trading days ending on the third Business Day prior to the
     Fundamental Change Purchase Date), or a combination of cash and shares of
     Common Stock.

     Holders do not have a right to withdraw a Fundamental Change Purchase
     Notice. Holders have the right to withdraw any Purchase Notice by
     delivering to the Paying Agent a written notice of withdrawal in accordance
     with the provisions of the Indenture.

     If cash (and/or shares of Common Stock or securities, if permitted under
     the Indenture) sufficient to pay the Purchase Price or Fundamental Change
     Purchase Price, as the case may be, of all Debentures or portions thereof
     to be purchased as of the Purchase Date or the Fundamental Change Purchase
     Date, as the case may be, is deposited with the Paying Agent prior to 10:00
     a.m. New York City time on the Purchase Date or the Fundamental Change
     Purchase Date, interest shall cease to accrue on such Debentures (or
     portions thereof) on such Purchase Date or Fundamental Change Purchase
     Date, and the Holder thereof shall have no other rights as such other than
     the right to receive the Purchase Price or Fundamental Change Purchase
     Price upon surrender of such Debenture.

7.   Redemption Upon Changes in Withholding Taxes.

     The Company may redeem all, but not less than all, of the Debentures if (i)
     there is a change or an amendment in the laws or regulations of the
     Netherlands Antilles or any political subdivision or taxing authority
     thereof or therein having power to tax, or any change in the application or
     official interpretation of such laws or regulations; (ii) as a result of
     such change, the Company became or will become obligated to pay Additional
     Amounts, as defined in paragraph 8 below, on the next payment date with
     respect to the Debentures; (iii) the obligation to pay Additional Amounts
     cannot be avoided through the Company's reasonable measures; (iv) the
     Company delivers to the Trustee (x) a certificate signed by two of the
     Company's Officers stating that the obligation to pay Additional Amounts
     cannot be avoided by the Company's taking reasonable measures available to
     it; and (y) a written opinion of outside legal counsel to the Company of
     recognized standing to the effect that the Company has or will become
     obligated to pay Additional Amounts as a result of a change, amendment,
     official interpretation or application described above and that the Company
     cannot avoid the payment of such Additional Amounts by taking reasonable
     measures available to it; (v) following the delivery of the certificate and
     opinion described in clause (iv) above, the Company provides notice of
     redemption not less than 30 days, but not more than 60 days, prior to the
     earliest date on which the Company would be obligated to pay such
     Additional Amount.

                                      A-1-6

<PAGE>

     Upon the occurrence of each of (i) through (v) above, the Company may
     redeem the Debentures at a redemption price equal to 100% of the principal
     amount of the Debentures plus accrued and unpaid interest to, but
     excluding, the redemption date, plus any Additional Amounts (a "tax
     redemption").

     Notwithstanding the foregoing, if the Company has given notice of a tax
     redemption as described above, each Holder of Debentures will have the
     right to elect that such Holder's Debentures will not be subject to such
     tax redemption. If a Holder elects not to be subject to a tax redemption,
     the Company will not be required to pay Additional Amounts with respect to
     payments made on that Holder's Debentures following the redemption date
     fixed by the Company, and all subsequent payments on such Holder's
     Debentures will be subject to any tax required to be withheld or deducted
     under Netherlands Antilles law. Holders must elect their option to avoid a
     tax redemption by written notice to the Trustee no later than the 15th day
     prior to the redemption date fixed by the Company.

     The foregoing provisions shall survive any termination or discharge of this
     Indenture and shall apply mutatis mutandis to any jurisdiction other than
     the United States or any state thereof in which any successor Person to the
     Company is organized or is engaged in business for tax purposes or any
     political subdivisions or taxing authority or agency thereof or therein.

8.   Additional Amounts.

     All payments that the Company is required to make under or in respect of
     the Debentures will be paid without withholding or deductions for or on
     account of any present or future taxes, duties, assessments or governmental
     charges imposed by the Netherlands Antilles or any political subdivision or
     taxing authority thereof or therein having power to tax, unless such
     withholding or deduction is required by law or the interpretation or
     administration thereof. In the event the Company is required to withhold or
     deduct on account of any such taxes from any payment made under or with
     respect to the Debentures, the Company will pay such Additional Amounts so
     that the net amount received by each Holder of Debentures, including those
     Additional Amounts, will equal the amount that such Holder would have
     received if such taxes had not been required to be withheld or deducted.

     Additional Amounts will not be payable with respect to a payment to a
     Holder of Debentures to the extent (i) the Holder is (x) able to avoid such
     withholding or deduction by complying with any applicable certification,
     documentation, information or other reporting requirements concerning the
     Holder's nationality, residence, identity or connection with the
     Netherlands Antilles; or (y) liable for such taxes, duties, assessments or
     governmental charges in respect of the Debentures by reason of its having
     some connection with the Netherlands Antilles other than merely by the
     holding of the Debentures and the receipt of payments thereon; (ii) of any
     estate, inheritance, gift, sales, transfer or personal property taxes
     imposed with respect to the Debentures or of any other tax imposed other
     than by withholding on payments by the Company, except as otherwise
     provided in the Indenture; (iii) that any such taxes would not have been
     imposed but for

                                     A-1-7

<PAGE>

     the presentation of such Debentures, where presentation is required, for
     payment on a date more than 30 days after the date on which such payment
     became due and payable or the date on which payment thereof is duly
     provided for, whichever is later, except to the extent that the Holder
     would have been entitled to Additional Amounts had the Debentures been
     presented for payment on any date during such 30-day period, or (iv) that
     an election was made with respect to that Debenture by the Holder of such
     Debenture or a prior Holder of such Debenture to avoid a Withholding Tax
     Redemption pursuant to the last paragraph of Section 3.12 with respect to
     payments made subsequent to the date of such Withholding Tax Redemption.

     References in this Debenture to the payment of principal of or interest on
     or any amount under this Debenture shall be deemed to include the payment
     of Additional Amounts to the extent that, in such context, Additional
     Amounts are, were or would be payable.

9.   Notice of Redemption.

     Notice of redemption pursuant to paragraph 5 of this Debenture will be
     mailed not less than 20 days but not more than 60 days before the
     Redemption Date to each Holder of Debentures to be redeemed at the Holder's
     registered address. If money sufficient to pay the Redemption Price plus
     accrued and unpaid interest to, but excluding, the Redemption Date of all
     Debentures (or portions thereof) to be redeemed on the Redemption Date is
     deposited with the Paying Agent prior to or on the Redemption Date,
     immediately after such Redemption Date interest ceases to accrue on such
     Debentures or portions thereof. Debentures in denominations larger than
     $1,000 of Principal Amount may be redeemed in part but only in integral
     multiples of $1,000 of Principal Amount.

10.  Conversion.

     Except as otherwise provided in the Indenture, Holders may surrender
     Debentures for conversion into Common Stock on a Conversion Date at any
     time prior to the close of business on the last trading day on the New York
     Stock Exchange prior to the Stated Maturity of the Debentures. The
     Conversion Price is equal to the Principal Amount thereof divided by the
     Conversion Rate then in effect. A Holder may surrender for conversion a
     Debenture or portion of a Debenture which has been called for redemption
     pursuant to paragraph 5 hereof until the close of business on the last
     Business Day prior to the Redemption Date.

     A Debenture in respect of which a Holder has delivered a Purchase Notice
     exercising the option of such Holder to require the Company to purchase
     such Debenture may be converted only if such notice of exercise is
     withdrawn in accordance with the terms of the Indenture. A Debenture in
     respect of which a Holder has delivered a Fundamental Change Notice may not
     be converted.

     The initial Conversion Rate is 13.8255 shares of Common Stock per $1,000
     Principal Amount, subject to adjustment in certain events described in the
     Indenture. A Holder which surrenders Debentures for conversion will receive
     cash or a check in lieu of any fractional shares of Common Stock. The cash
     payment for fractional shares will be based

                                     A-1-8

<PAGE>

     on the Closing Sale Price of the Common Stock on the trading day
     immediately prior to the Conversion Date. Delivery of Common Stock will be
     deemed to satisfy the Company's obligation to pay the principal amount of
     the Debentures. Accrued interest will be deemed canceled, extinguished or
     forfeited.

     To surrender a Debenture for conversion, a Holder must (1) complete and
     manually sign an irrevocable conversion notice below (or complete and
     manually sign a facsimile of such notice) and deliver such notice to the
     Conversion Agent, (2) surrender the Debenture to the Conversion Agent or
     cause its securities account to be debited the Principal Amount of the
     Debenture to be converted, (3) furnish appropriate endorsements and
     transfer documents or follow appropriate Depositary procedures and (4) pay
     any transfer or similar tax, if required.

     The Conversion Rate will be adjusted as provided in Article VII of the
     Supplemental Indenture. The Company may increase the Conversation Rate as
     the Company's Board of Directors deems advisable to avoid or diminish any
     income tax to holders of Common Stock resulting from any dividend or
     distribution of Capital Stock (or rights to acquire Capital Stock) or from
     any event treated as such for income tax purposes. The Company may also
     increase the Conversion Rate for at least 20 days, so long as the increase
     is irrevocable during such period.

     If the Company is a party to a consolidation, amalgamation, merger or other
     transaction pursuant to which Common Stock is converted into cash,
     securities or other property, then at the effective time of the
     transaction, or a transfer of all or substantially all of its assets, or
     upon certain distributions described in the Indenture, the right to convert
     a Debenture into shares of Common Stock may be changed into a right to
     convert it into securities, cash or other property of the Company or
     another Person.

11.  Denominations; Transfer; Exchange.

     The Debentures are in fully registered form, without coupons, in
     denominations of $1,000 of Principal Amount and integral multiples of
     $1,000. A Holder may transfer or exchange Debentures in accordance with the
     Indenture. The Registrar may require a Holder, among other things, to
     furnish appropriate endorsements and transfer documents and to pay any
     taxes and fees required by law or permitted by the Indenture. The Registrar
     need not transfer or exchange any Debentures selected for redemption
     (except, in the case of a Debenture to be redeemed in part, the portion of
     the Debenture not to be redeemed) or any Debentures in respect of which a
     Purchase Notice or Fundamental Change Purchase Notice has been given and,
     in the case of a Purchase Notice, not withdrawn (except, in the case of a
     Debenture to be purchased in part, the portion of the Debenture not to be
     purchased) or any Debentures for a period of 15 days before the mailing of
     a notice of redemption of Debentures to be redeemed until the date of
     mailing.

12.  Persons Deemed Owners.

     The registered Holder of this Debenture may be treated as the owner of this
     Debenture for all purposes.

                                     A-1-9

<PAGE>

13.  Unclaimed Money or Debentures.

     The Trustee and the Paying Agent shall return to the Company upon written
     request any money or securities held by them for the payment of any amount
     with respect to the Debentures that remains unclaimed for two years,
     subject to applicable unclaimed property law. After return to the Company,
     Holders entitled to the money or securities must look to the Company for
     payment as general creditors unless an applicable abandoned property law
     designates another Person.

14.  Amendment; Waiver.

     Subject to certain exceptions set forth in the Indenture, the Holders of a
     majority in principal amount of the outstanding debt securities of all
     series of Debentures affected by the amendment or supplement (acting as one
     class) (i) may consent to the amendment or supplement, (ii) may amend or
     supplement the Indenture and the series of Debentures; and (iii) may waive
     certain defaults.

     Subject to certain exceptions set forth in the Indenture, without the
     consent of any Holder, the Company and the Trustee may amend or supplement
     the Indenture and the series of Debentures (i) to cure any ambiguity,
     omission, defect or inconsistency; (ii) to provide for the assumption of
     the Company's obligations under the Indenture by a successor upon any
     merger, consolidation, amalgamation or asset transfer permitted under the
     Indenture; (iii) to provide for uncertificated Debentures in addition to or
     in place of certificated Debentures or to provide for bearer Debentures;
     (iv) to provide any security for or guarantees of the Debentures or for the
     addition of an additional obligor on the Debentures; (v) to comply with any
     requirement to effect or maintain the qualification of the Indenture under
     the TIA; (vi) to add covenants that would benefit the Holders of Debentures
     or to surrender any rights the Company has under the Indenture; (vii) to
     add Events of Default with respect to the Debentures; (viii) to make such
     changes in connection with a consolidation, amalgamation, merger or other
     transaction as may be necessary so as to not impair the rights of Holders
     of the Debentures, including the right to receive payment of Additional
     Amounts in respect of any tax withholding or deduction imposed by the
     jurisdiction of formation; or (ix) to make any change that does not
     adversely affect any outstanding Debentures in any material respect.

15.  Defaults and Remedies.

     Under the Indenture, Events of Default with respect to the Debentures
     include (i) default for 30 days in payment of any interest on the
     Debentures, after such interest becomes due and payable; (ii) default in
     payment of principal and accrued interest at maturity, upon redemption,
     repurchase or following a Fundamental Change, when the same becomes due and
     payable; (iii) default by the Company or any of its Significant
     Subsidiaries under any instrument or instruments evidencing Indebtedness
     (other than the Debentures) having an outstanding principal amount of $125
     million (or its equivalent in any other currency or currencies) or more
     that has caused the holders thereof to declare such Indebtedness to be due
     and payable prior to its stated maturity unless such declaration has been
     rescinded within 30 days; (iv) default in the payment of any of the
     Company's or any of its

                                     A-1-10

<PAGE>

     Significant Subsidiaries' Indebtedness for money borrowed, in an aggregate
     principal amount exceeding $125 million (or its equivalent in any other
     currency or currencies) when such Indebtedness becomes due and payable at
     final maturity and such default continues unremedied or unwaived for more
     than 30 Business Days after the expiration of any grace period or extension
     of the time for payment applicable thereto; (v) default for failure to give
     notice of the right to require the Company to repurchase Debentures
     following the occurrence of a Fundamental Change within the time required
     to give such notice, and such failure continues for 30 days; (vi) default
     in the Company's performance of any other covenants or agreements in
     respect of the Debentures contained in the Indenture or the Debentures for
     60 days after written notice to the Company by the Trustee or to the
     Company and the Trustee by the Holders of at least 25% in aggregate
     principal amount of the Debentures then outstanding (or, in the case of a
     failure to comply with one of the covenants listed in Section 4.08 or 4.09
     of the Base Indenture, of all debt securities issued under the Indenture
     then outstanding affected by such default); and (vi) certain events of
     bankruptcy, insolvency or reorganization of the Company or any of its
     Significant Subsidiaries.

     Holders may not enforce the Indenture or the Debentures except as provided
     in the Indenture. The Trustee may refuse to enforce the Indenture or the
     Debentures unless it receives reasonable indemnity or security. Subject to
     certain limitations, Holders of a majority in aggregate Principal Amount of
     the series of Debentures at the time outstanding may direct the Trustee in
     its exercise of any trust or power. The Trustee may withhold from Holders
     notice of any continuing Default (except a Default in payment of amounts
     specified in clause (i) or (ii) above) if it determines that withholding
     notice is in their interests.

16.  Registration Rights.

     The Holders of the Debentures are entitled to the benefits of a
     Registration Rights Agreement, dated as of June 9, 2003, among the Company
     and the Initial Purchasers, including the receipt of liquidated damages
     upon a registration default (as defined in such agreement).

17.  Trustee Dealings with the Company.

     Subject to certain limitations imposed by the TIA, the Trustee under the
     Indenture, in its individual or any other capacity, may become the owner or
     pledgee of Debentures and may otherwise deal with and collect obligations
     owed to it by the Company or its Affiliates and may otherwise deal with the
     Company or its Affiliates with the same rights it would have if it were not
     Trustee.

18.  No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company or
     any Subsidiary shall not have any liability for any obligations of the
     Company under the Debentures or this Indenture or for any claim based on,
     in respect of or by reason of such obligations or their creation. By
     accepting a Debenture, each Holder shall waive and release all such

                                     A-1-11

<PAGE>

     liability. The waiver and release shall be part of the consideration for
     the issue of the Debentures.

19.  Authentication.

     This Debenture shall not be valid until an authorized signatory of the
     Trustee manually signs the Trustee's Certificate of Authentication on the
     other side of this Debenture.

20.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder or an assignee,
     such as TEN COM ("tenants in common"), TEN ENT ("tenants by the
     entireties"), JT TEN ("joint tenants with right of survivorship and not as
     tenants in common"), CUST ("custodian") and U/G/M/A ("Uniform Gift to
     Minors Act").

21.  GOVERNING LAW.

     THIS INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING
     EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THE LAWS
     OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     The Company will furnish to any Holder upon written request and without
     charge a copy of the Indenture which has in it the text of this Debenture
     in larger type. Requests may be made to:

          Schlumberger Limited
          153 East 53/rd/ Street, 57/th/ Floor
          New York, New York 10022-4624
          (212) 350-9400

          Attn: Investor Relations
          Telephone No.: (212) 350-9400

                                     A-1-12

<PAGE>

<TABLE>
<CAPTION>
              ASSIGNMENT FORM                                    CONVERSION NOTICE
-----------------------------------------------   -----------------------------------------------
<S>                                               <C>
To assign this Debenture, fill in the form        To convert this Debenture into Common
below:                                            Stock, check the box [ ]

I or we assign and transfer this Debenture to     To convert only part of this Debenture, state
                                                  in the space provided below the Principal
_____________________________________________     Amount to be converted (which must be
                                                  $1,000 or an integral multiple of $1,000):
_____________________________________________
(Insert assignee's soc. sec. or tax ID no.)

_____________________________________________     If you want the stock certificate made out in
                                                  another person's name fill in the form below:
_____________________________________________
                                                  ______________________________________________
_____________________________________________
(Print or type assignee's name, address and       ______________________________________________
zip code)                                         (Insert the other person's soc. sec. or tax ID
                                                  no.)
and irrevocably appoint
                                                  ______________________________________________
_________________ agent to transfer this
Debenture on books of the Company.                ______________________________________________
The agent may substitute another to act for
him.                                              ______________________________________________
                                                  (Print or type other person's name, address
                                                  and zip code)
</TABLE>

Date: __________ Your Signature: ___________________________________
(Sign exactly as your name appears on the other side of this Debenture)

Signature Guaranteed

Participant in a Recognized Signature Guarantee Medallion Program

                                        By: ___________________________________
                                            Authorized Signatory

                                     A-1-13


<PAGE>

                                   SCHEDULE I

                              SCHLUMBERGER LIMITED

                 1.500% Series A Convertible Debentures Due 2023

Date                         Principal Amount           Notation

                                     A-1-14




<PAGE>

                                   EXHIBIT A-2

                        [FORM OF FACE OF GLOBAL SECURITY]

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES
OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT
WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER

                                     A-2-1

<PAGE>

HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH
REGARD TO THIS SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS
SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT.

     The foregoing legend may be removed from this Security on satisfaction of
the conditions specified in the Indenture.

                                     A-2-2

<PAGE>

                              SCHLUMBERGER LIMITED

                 2.125% Series B Convertible Debentures due 2023

No.                                     CUSIP: 806857AA6

Issue Date: June 9, 2003

     SCHLUMBERGER LIMITED, a Netherlands Antilles corporation, promises to pay
to Cede & Co. or registered assigns, the principal amount of (            ) on
June 1, 2023.

     Interest Payment Dates: June 1 and December 1

     Record Dates: May 15 and November 15

     This Debenture is convertible as specified on the other side of this
Debenture.

     Additional provisions of this Debenture are set forth on the other side of
this Debenture.


IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as
of the [ ] day of [     ], 2[ ].



                                        SCHLUMBERGER LIMITED

                                        By: __________________________________
                                            Name:
                                            Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     CITIBANK, N.A., as Trustee, certifies that this is one of the Debentures
referred to in the within-mentioned Indenture.

Dated: [     ], 2[ ]

                                        CITIBANK, N.A.

                                        By: __________________________________
                                            Name:
                                            Title:

                                     A-2-3

<PAGE>

                       [FORM OF REVERSE SIDE OF DEBENTURE]

                 2.125% Series B Convertible Debentures due 2023

1.   Interest.

     This Debenture shall bear interest at the rate of 2.125% per annum. The
     Company shall pay interest semiannually in arrears on June 1 and December 1
     of each year (each, a "Interest Payment Date"), commencing December 1,
     2003. Interest shall accrue from the most recent date to which interest has
     been paid or, if no interest has been paid from the Issue Date; provided,
     however, that if there is not an existing Default in the payment of
     interest and if this Debenture is authenticated between a record date
     referred to on the face hereof and the next succeeding Interest Payment
     Date, interest shall accrue from such Interest Payment Date. If the
     Principal Amount hereof or any portion of such Principal Amount is not paid
     when due (whether upon acceleration pursuant to Section 6.02 of the Base
     Indenture, upon the date set for payment of the Redemption Price pursuant
     to paragraph 5 or 7 hereof, upon the date set for payment of the Purchase
     Price or Fundamental Change Purchase Price pursuant to paragraph 6 hereof
     or upon the Stated Maturity of this Debenture), then in each such case the
     overdue amount shall, to the extent permitted by law, bear interest at the
     rate of 2.125% per annum which interest shall accrue from the date such
     overdue amount was originally due to the date payment of such amount,
     including interest thereon, has been made or duly provided for. All such
     interest shall be payable on demand. Interest will be computed on the basis
     of a 360-day year composed of twelve 30-day months.

2.   Method of Payment.

     Subject to the terms and conditions of the Indenture, the Company will make
     payments in cash at Stated Maturity and payments in cash, shares of Common
     Stock or a combination thereof, as the case may be, in respect of
     Redemption Prices, Purchase Prices and Fundamental Change Purchase Prices
     to Holders who surrender Debentures to a Paying Agent to collect such
     payments in respect of the Debentures. The Company will pay cash amounts in
     money of the United States that at the time of payment is legal tender for
     payment of public and private debts. However, the Company may make such
     cash payments by wire transfers of immediately available funds or, at the
     Company's option, by check payable in such money.

3.   Paying Agent, Conversion Agent and Registrar.

     Initially, Citibank, N.A. (the "Trustee") will act as Paying Agent,
     Conversion Agent and Registrar. The Company may appoint and change any
     Paying Agent, Conversion Agent or Registrar without notice, other than
     notice to the Trustee; provided that the Company will maintain at least one
     Paying Agent in the State of New York, City of New York, Borough of
     Manhattan, which shall initially be an office or agency of the Trustee. The
     Company or any of its Subsidiaries or any of their Affiliates may act as
     Paying Agent, Conversion Agent or Registrar.

                                     A-2-4

<PAGE>

4.   Indenture.

     The Company issued the Debentures under an Indenture dated as of June 9,
     2003 (the "Base Indenture"), between the Company and the Trustee and a
     First Supplemental Indenture dated as of June 9, 2003 (the "Supplemental
     Indenture" and, together with the Base Indenture, the "Indenture"), between
     the Company and the Trustee. The terms of the Debentures include those
     stated in the Indenture and those made part of the Indenture by reference
     to the Trust Indenture Act of 1939, as in effect from time to time (the
     "TIA"). Capitalized terms used herein and not defined herein have the
     meanings ascribed thereto in the Indenture. The Debentures are subject to
     all such terms, and Holders are referred to the Indenture and the TIA for a
     statement of those terms.

     The Debentures are general unsecured obligations of the Company limited to
     $450,000,000 aggregate principal amount (subject to increase by up to
     $75,000,000 in the event the Initial Purchasers exercise the option to
     purchase additional Debentures granted to them in the Purchase Agreement).
     The Indenture does not limit other indebtedness of the Company or its
     Subsidiaries, secured or unsecured.

5.   Redemption at the Option of the Company.

     No sinking fund is provided for the Debentures. Subject to the terms and
     conditions of this Indenture, the Debentures are redeemable at the option
     of the Company in whole or in part, at any time or from time to time on, or
     after June 6, 2010 for a cash price equal to the Principal Amount of the
     Debentures to be redeemed plus accrued and unpaid interest (subject to the
     right of Holders of record on the relevant record date to receive interest
     due on the relevant Interest Payment Date), if any, up to but not
     including, the Redemption Date (the "Redemption Price").

6.   Purchase By the Company at the Option of the Holder.

     Subject to the terms and conditions of the Indenture, the Company shall
     become obligated to purchase, at the option of the Holder, all or any
     portion of the Debentures held by such Holder on June 1, 2010, June 1, 2013
     and June 1, 2018 or the next Business Day following such dates to the
     extent such dates are not Business Days in integral multiples of $1,000 at
     a Purchase Price equal to the Principal Amount thereof plus accrued and
     unpaid interest, if any, on the Purchase Date. To exercise such right, a
     Holder shall deliver to the Company a Purchase Notice containing the
     information set forth in the Indenture, at any time from the opening of
     business on the date that is 20 Business Days prior to such Purchase Date
     until the close of business on the fifth Business Day prior to such
     Purchase Date, and, if certificated, shall deliver the Debentures to the
     Paying Agent as set forth in the Indenture.

     The Purchase Price for repurchases on June 1, 2010 will be paid in cash. On
     the other Purchase Dates, the Purchase Price may be paid, at the option of
     the Company, in cash or by the issuance and delivery of shares of Common
     Stock, or in any combination thereof.

                                     A-2-5

<PAGE>

     At the option of the Holder and subject to the terms and conditions of the
     Indenture, the Company shall become obligated to offer to purchase the
     Debentures held by such Holder within 15 days (which purchase shall occur
     30 days after the date of such offer) after the occurrence of a Fundamental
     Change (as defined in the Indenture) for a Fundamental Change Purchase
     Price equal to the Principal Amount thereof plus accrued and unpaid
     interest, if any, up to but not including, the Fundamental Change Purchase
     Date, which Fundamental Change Purchase Price shall be paid in cash or, at
     the Company's option, shares of Common Stock (valued at 99% of the average
     Closing Sales Prices of the Common Stock (or other applicable security) for
     the ten trading days ending on the third Business Day prior to the
     Fundamental Change Purchase Date), or a combination of cash and shares of
     Common Stock.

     Holders do not have a right to withdraw a Fundamental Change Purchase
     Notice. Holders have the right to withdraw any Purchase Notice by
     delivering to the Paying Agent a written notice of withdrawal in accordance
     with the provisions of the Indenture.

     If cash (and/or shares of Common Stock or securities if permitted under the
     Indenture) sufficient to pay the Purchase Price or Fundamental Change
     Purchase Price, as the case may be, of all Debentures or portions thereof
     to be purchased as of the Purchase Date or the Fundamental Change Purchase
     Date, as the case may be, is deposited with the Paying Agent prior to 10:00
     a.m. New York City time on the Purchase Date or the Fundamental Change
     Purchase Date, interest shall cease to accrue on such Debentures (or
     portions thereof) on such Purchase Date or Fundamental Change Purchase
     Date, and the Holder thereof shall have no other rights as such other than
     the right to receive the Purchase Price or Fundamental Change Purchase
     Price upon surrender of such Debenture.

7.   Redemption Upon Changes in Withholding Taxes.

     The Company may redeem all, but not less than all, of the Debentures if (i)
     there is a change or an amendment in the laws or regulations of the
     Netherlands Antilles or any political subdivision or taxing authority
     thereof or therein having power to tax, or any change in the application or
     official interpretation of such laws or regulations; (ii) as a result of
     such change, the Company became or will become obligated to pay Additional
     Amounts, as defined in paragraph 8 below, on the next payment date with
     respect to the Debentures; (iii) the obligation to pay Additional Amounts
     cannot be avoided through the Company's reasonable measures; (iv) the
     Company delivers to the Trustee (x) a certificate signed by two of the
     Company's Officers stating that the obligation to pay Additional Amounts
     cannot be avoided by the Company's taking reasonable measures available to
     it; and (y) a written opinion of oustside legal counsel to the Company of
     recognized standing to the effect that the Company has or will become
     obligated to pay Additional Amounts as a result of a change, amendment,
     official interpretation or application described above and that the Company
     cannot avoid the payment of such Additional Amounts by taking reasonable
     measures available to it; (v) following the delivery of the certificate and
     opinion described in clause (iv) above, the Company provides notice of
     redemption not less than 30 days, but not more than 60 days, prior to the
     earliest date on which the Company would be obligated to pay such
     Additional Amount.

                                     A-2-6

<PAGE>

         Upon the occurrence of each of (i) through (v) above, the Company may
         redeem the Debentures at a redemption price equal to 100% of the
         principal amount of the Debentures plus accrued and unpaid interest to,
         but excluding, the redemption date, plus any Additional Amounts (a "tax
         redemption").

         Notwithstanding the foregoing, if the Company has given notice of a tax
         redemption as described above, each Holder of Debentures will have the
         right to elect that such Holder's Debentures will not be subject to
         such tax redemption. If a Holder elects not to be subject to a tax
         redemption, the Company will not be required to pay Additional Amounts
         with respect to payments made on that Holder's Debentures following the
         redemption date fixed by the Company, and all subsequent payments on
         such Holder's Debentures will be subject to any tax required to be
         withheld or deducted under Netherlands Antilles law. Holders must elect
         their option to avoid a tax redemption by written notice to the Trustee
         no later than the 15th day prior to the redemption date fixed by the
         Company.

         The foregoing provisions shall survive any termination or discharge of
         this Indenture and shall apply mutatis mutandis to any jurisdiction
         other than the United States or any state thereof in which any
         successor Person to the Company is organized or is engaged in business
         for tax purposes or any political subdivisions or taxing authority or
         agency thereof or therein.

8.       Additional Amounts.

         All payments that the Company is required to make under or in respect
         of the Debentures will be paid without withholding or deductions for or
         on account of any present or future taxes, duties, assessments or
         governmental charges imposed by the Netherlands Antilles or any
         political subdivision or taxing authority thereof or therein having
         power to tax, unless such withholding or deduction is required by law
         or the interpretation or administration thereof. In the event the
         Company is required to withhold or deduct on account of any such taxes
         from any payment made under or with respect to the Debentures, the
         Company will pay such Additional Amounts so that the net amount
         received by each Holder of Debentures, including those Additional
         Amounts, will equal the amount that such Holder would have received if
         such taxes had not been required to be withheld or deducted.

         Additional Amounts will not be payable with respect to a payment to a
         Holder of Debentures to the extent (i) the Holder is (x) able to avoid
         such withholding or deduction by complying with any applicable
         certification, documentation, information or other reporting
         requirements concerning the Holder's nationality, residence, identity
         or connection with the Netherlands Antilles; or (y) liable for such
         taxes, duties, assessments or governmental charges in respect of the
         Debentures by reason of its having some connection with the Netherlands
         Antilles other than merely by the holding of the Debentures and the
         receipt of payments thereon; (ii) of any estate, inheritance, gift,
         sales, transfer or personal property taxes imposed with respect to the
         Debentures or of any other tax imposed other than by withholding on
         payments by the Company, except as otherwise provided in the Indenture;
         (iii) that any such taxes would not have been imposed but for

                                      A-2-7

<PAGE>

         the presentation of such Debentures, where presentation is required,
         for payment on a date more than 30 days after the date on which such
         payment became due and payable or the date on which payment thereof is
         duly provided for, whichever is later, except to the extent that the
         Holder would have been entitled to Additional Amounts had the
         Debentures been presented for payment on any date during such 30-day
         period, or (iv) that an election was made with respect to that
         Debenture by the Holder of such Debenture or a prior Holder of such
         Debenture to avoid a Withholding Tax Redemption pursuant to the last
         paragraph of Section 3.12 with respect to payments made subsequent to
         the date of such Withholding Tax Redemption.

         References in this Debenture to the payment of principal of or interest
         on or any amount under this Debenture, shall be deemed to include the
         payment of Additional Amounts to the extent that, in such context,
         Additional Amounts are, were or would be payable.

9.       Notice of Redemption.

         Notice of redemption pursuant to paragraph 5 of this Debenture will be
         mailed not less than 20 days but not more than 60 days before the
         Redemption Date to each Holder of Debentures to be redeemed at the
         Holder's registered address. If money sufficient to pay the Redemption
         Price plus accrued and unpaid interest to, but excluding, the
         Redemption Date of all Debentures (or portions thereof) to be redeemed
         on the Redemption Date is deposited with the Paying Agent prior to or
         on the Redemption Date, immediately after such Redemption Date interest
         ceases to accrue on such Debentures or portions thereof. Debentures in
         denominations larger than $1,000 of Principal Amount may be redeemed in
         part but only in integral multiples of $1,000 of Principal Amount.

10.      Conversion.

         Except as otherwise provided in the Indenture, Holders may surrender
         Debentures for conversion into Common Stock on a Conversion Date at any
         time prior to the close of business on the last trading day on the New
         York Stock Exchange prior to the Stated Maturity of the Debentures. The
         Conversion Price is equal to the Principal Amount thereof divided by
         the Conversion Rate then in effect. A Holder may surrender for
         conversion a Debenture or portion of a Debenture which has been called
         for redemption pursuant to paragraph 5 hereof until the close of
         business on the last Business Day prior to the Redemption Date.

         A Debenture in respect of which a Holder has delivered a Purchase
         Notice exercising the option of such Holder to require the Company to
         purchase such Debenture may be converted only if such notice of
         exercise is withdrawn in accordance with the terms of the Indenture. A
         Debenture in respect of which a Holder has delivered a Fundamental
         Change Notice may not be converted.

         The initial Conversion Rate is 12.5000 shares of Common Stock per
         $1,000 Principal Amount, subject to adjustment in certain events
         described in the Indenture. A Holder which surrenders Debentures for
         conversion will receive cash or a check in lieu of any fractional
         shares of Common Stock. The cash payment for fractional shares will be
         based

                                      A-2-8

<PAGE>

         on the Closing Sale Price of the Common Stock on the trading day
         immediately prior to the Conversion Date. Delivery of Common Stock will
         be deemed to satisfy the Company's obligation to pay the principal
         amount of the Debentures. Accrued interest will be deemed canceled,
         extinguished or forfeited.

         To surrender a Debenture for conversion, a Holder must (1) complete and
         manually sign an irrevocable conversion notice below (or complete and
         manually sign a facsimile of such notice) and deliver such notice to
         the Conversion Agent, (2) surrender the Debenture to the Conversion
         Agent or cause its securities account to be debited the Principal
         Amount of the Debenture to be converted, (3) furnish appropriate
         endorsements and transfer documents or follow appropriate Depositary
         procedures and (4) pay any transfer or similar tax, if required.

         The Conversion Rate will be adjusted as provided in Article VII of the
         Supplemental Indenture. The Company may increase the Conversation Rate
         as the Company's Board of Directors deems advisable to avoid or
         diminish any income tax to holders of Common Stock resulting from any
         dividend or distribution of Capital Stock (or rights to acquire Capital
         Stock) or from any event treated as such for income tax purposes. The
         Company may also increase the Conversion Rate for at least 20 days, so
         long as the increase is irrevocable during such period.

         If the Company is a party to a consolidation, amalgamation, merger or
         other transaction pursuant to which Common Stock is converted into
         cash, securities or other property, then at the effective time of the
         transaction, or a transfer of all or substantially all of its assets,
         or upon certain distributions described in the Indenture, the right to
         convert a Debenture into shares of Common Stock may be changed into a
         right to convert it into securities, cash or other property of the
         Company or another Person.

11.      Denominations; Transfer; Exchange.

         The Debentures are in fully registered form, without coupons, in
         denominations of $1,000 of Principal Amount and integral multiples of
         $1,000. A Holder may transfer or exchange Debentures in accordance with
         the Indenture. The Registrar may require a Holder, among other things,
         to furnish appropriate endorsements and transfer documents and to pay
         any taxes and fees required by law or permitted by the Indenture. The
         Registrar need not transfer or exchange any Debentures selected for
         redemption (except, in the case of a Debenture to be redeemed in part,
         the portion of the Debenture not to be redeemed) or any Debentures in
         respect of which a Purchase Notice or Fundamental Change Purchase
         Notice has been given and, in the case of a Purchase Notice, not
         withdrawn (except, in the case of a Debenture to be purchased in part,
         the portion of the Debenture not to be purchased) or any Debentures for
         a period of 15 days before the mailing of a notice of redemption of
         Debentures to be redeemed until the date of mailing.

12.      Persons Deemed Owners.

         The registered Holder of this Debenture may be treated as the owner of
         this Debenture for all purposes.

                                      A-2-9

<PAGE>

13.      Unclaimed Money or Debentures.

         The Trustee and the Paying Agent shall return to the Company upon
         written request any money or securities held by them for the payment of
         any amount with respect to the Debentures that remains unclaimed for
         two years, subject to applicable unclaimed property law. After return
         to the Company, Holders entitled to the money or securities must look
         to the Company for payment as general creditors unless an applicable
         abandoned property law designates another Person.

14.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, the Holders
         of a majority in principal amount of the outstanding debt securities of
         all series of Debentures affected by the amendment or supplement
         (acting as one class) (i) may consent to the amendment or supplement,
         (ii) may amend or supplement the Indenture and the series of
         Debentures; and (iii) may waive certain defaults.

         Subject to certain exceptions set forth in the Indenture, without the
         consent of any Holder, the Company and the Trustee may amend or
         supplement the Indenture and the series of Debentures (i) to cure any
         ambiguity, omission, defect or inconsistency; (ii) to provide for the
         assumption of the Company's obligations under the Indenture by a
         successor upon any merger, consolidation, amalgamation or asset
         transfer permitted under the Indenture; (iii) to provide for
         uncertificated Debentures in addition to or in place of certificated
         Debentures or to provide for bearer Debentures; (iv) to provide any
         security for or guarantees of the Debentures or the addition of an
         additional obligor on the Debentures; (v) to comply with any
         requirement to effect or maintain the qualification of the Indenture
         under the TIA; (vi) to add covenants that would benefit the Holders of
         Debentures or to surrender any rights the Company has under the
         Indenture; (vii) to add Events of Default with respect to the
         Debentures; (viii) to make such changes in connection with a
         consolidation, amalgamation, merger or other transaction as may be
         necessary so as to not impair the rights of Holders of the Debentures,
         including the right to receive payment of Additional Amounts in respect
         of any tax withholding or deduction imposed by the jurisdiction of
         formation; or (ix) to make any change that does not adversely affect
         any outstanding Debentures in any material respect.

15.      Defaults and Remedies.

         Under the Indenture, Events of Default with respect to the Debentures
         include (i) default for 30 days in payment of any interest on the
         Debentures, after such interest becomes due and payable; (ii) default
         in payment of principal and accrued interest at maturity, upon
         redemption, repurchase or following a Fundamental Change, when the same
         becomes due and payable; (iii) default by the Company or any of its
         Significant Subsidiaries under any instrument or instruments evidencing
         Indebtedness (other than the Debentures) having an outstanding
         principal amount of $125 million (or its equivalent in any other
         currency or currencies) or more that has caused the holders thereof to
         declare such Indebtedness to be due and payable prior to its stated
         maturity unless such declaration has been rescinded within 30 days;
         (iv) default in the payment of any of the Company's or any of its

                                     A-2-10

<PAGE>

         Significant Subsidiaries' Indebtedness for money borrowed in an
         aggregate principal amount exceeding $125 million (or its equivalent in
         any other currency or currencies) when such Indebtedness becomes due
         and payable at final maturity and such default continues unremedied or
         unwaived for more than 30 Business Days after the expiration of any
         grace period or extension of the time for payment applicable thereto;
         (v) default for failure to give notice of the right to require the
         Company to repurchase Debentures following the occurrence of a
         Fundamental Change within the time required to give such notice, and
         such failure continues for 30 days; (vi) default in the Company's
         performance of any other covenants or agreements in respect of the
         Debentures contained in the Indenture or the Debentures for 60 days
         after written notice to the Company by the Trustee or to the Company
         and the Trustee by the Holders of at least 25% in aggregate principal
         amount of the Debentures then outstanding (or, in the case of a failure
         to comply with one of the covenants listed in Section 4.08 or 4.09 of
         the Base Indenture, of all debt securities issued under the Indenture
         then outstanding affected by such default); and (vi) certain events of
         bankruptcy, insolvency or reorganization of the Company or any of its
         Significant Subsidiaries.

         Holders may not enforce the Indenture or the Debentures except as
         provided in the Indenture. The Trustee may refuse to enforce the
         Indenture or the Debentures unless it receives reasonable indemnity or
         security. Subject to certain limitations, Holders of a majority in
         aggregate Principal Amount of the series of Debentures at the time
         outstanding may direct the Trustee in its exercise of any trust or
         power. The Trustee may withhold from Holders notice of any continuing
         Default (except a Default in payment of amounts specified in clause (i)
         or (ii) above) if it determines that withholding notice is in their
         interests.

16.      Registration Rights.

         The Holders of the Debentures are entitled to the benefits of a
         Registration Rights Agreement, dated as of June 9, 2003, among the
         Company and the Initial Purchasers, including the receipt of liquidated
         damages upon a registration default (as defined in such agreement).

17.      Trustee Dealings with the Company.

         Subject to certain limitations imposed by the TIA, the Trustee under
         the Indenture, in its individual or any other capacity, may become the
         owner or pledgee of Debentures and may otherwise deal with and collect
         obligations owed to it by the Company or its Affiliates and may
         otherwise deal with the Company or its Affiliates with the same rights
         it would have if it were not Trustee.

18.      No Recourse Against Others.

         A director, officer, employee or stockholder, as such, of the Company
         or any Subsidiary shall not have any liability for any obligations of
         the Company under the Debentures or this Indenture or for any claim
         based on, in respect of or by reason of such obligations or their
         creation. By accepting a Debenture, each Holder shall waive and release
         all such

                                     A-2-11

<PAGE>

         liability. The waiver and release shall be part of the consideration
         for the issue of the Debentures.

19.      Authentication.

         This Debenture shall not be valid until an authorized signatory of the
         Trustee manually signs the Trustee's Certificate of Authentication on
         the other side of this Debenture.

20.      Abbreviations.

         Customary abbreviations may be used in the name of a Holder or an
         assignee, such as TEN COM ("tenants in common"), TEN ENT ("tenants by
         the entireties"), JT TEN ("joint tenants with right of survivorship and
         not as tenants in common"), CUST ("custodian") and U/G/M/A ("Uniform
         Gift to Minors Act").

21.      GOVERNING LAW.

         THIS INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY, AND CONSTRUED
         IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
         GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
         EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

         The Company will furnish to any Holder upon written request and without
         charge a copy of the Indenture which has in it the text of this
         Debenture in larger type. Requests may be made to:

                  Schlumberger Limited
                  153 East 53/rd/ Street, 57/th/ Floor
                  New York, New York 10022-4624
                  (212) 350-9400

                  Attn: Investor Relations
                  Telephone No.: (212) 350-9400

                                     A-2-12

<PAGE>

<TABLE>
<CAPTION>
                ASSIGNMENT FORM                                    CONVERSION NOTICE
----------------------------------------------         ----------------------------------------
<S>                                                    <C>
To assign this Debenture, fill in the form             To convert this Debenture into Common
below:                                                 Stock, check the box [_]

I or we assign and transfer this Debenture to          To convert only part of this Debenture,
                                                       state in the space provided below the
______________________________________________         Principal Amount to be converted (which
                                                       must be $1,000 or an integral multiple
                                                       of $1,000):
______________________________________________
(Insert assignee's soc. sec. or tax ID no.)

______________________________________________         If you want the stock certificate made
                                                       out in another person's name fill in
                                                       the form below:
______________________________________________
                                                       ________________________________________
______________________________________________
(Print or type assignee's name, address and            ________________________________________
zip code)                                              (Insert the other person's soc. sec. or
                                                       tax ID no.)
and irrevocably appoint
                                                       ________________________________________
_________________ agent to transfer this
Debenture on the books of the Company. The             ________________________________________
agent may substitute another to act for him.
                                                       ________________________________________
                                                       (Print or type other person's name,
                                                       address and zip code)
</TABLE>

Date: __________ Your Signature: ___________________________________________
(Sign exactly as your name appears on the other side of this Debenture)

Signature Guaranteed

Participant in a Recognized Signature Guarantee Medallion Program

                                                     By: _______________________
                                                         Authorized Signatory

                                            A-2-13

<PAGE>

                                   SCHEDULE I

                              SCHLUMBERGER LIMITED

                 2.125% Series B Convertible Debentures Due 2023

Date                             Principal Amount                       Notation

                                     A-2-14

<PAGE>

                                   EXHIBIT A-3

                         [Form of Certificated Security]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER
THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF
SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

         The foregoing legend may be removed from this Security on satisfaction
of the conditions specified in the Indenture.

                                      A-3-1

<PAGE>

                              SCHLUMBERGER LIMITED

                 1.500% Series A Convertible Debentures due 2023

No.                                           CUSIP: 806857AB4

Issue Date: June 9, 2003

       SCHLUMBERGER LIMITED, a Netherlands Antilles corporation, promises to pay
to Cede & Co. or registered assigns, the principal amount of ($     ) on June 1,
2023.

       Interest Payment Dates: June 1 and December 1

       Record Dates: May 15 and November 15

       This Debenture is convertible as specified on the other side of this
Debenture.

       Additional provisions of this Debenture are set forth on the other side
of this Debenture.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as
of the 9/th/ day of June, 2003.

                                              SCHLUMBERGER LIMITED

                                              By: ______________________________
                                                  Name:
                                                  Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       CITIBANK, N.A., as Trustee, certifies that this is one of the Debentures
referred to in the within-mentioned Indenture.

Dated: June 9, 2003

                                              CITIBANK, N.A.

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                      A-3-2

<PAGE>

                    [FORM OF REVERSE OF CERTIFICATED SECURITY
                          IS IDENTICAL TO EXHIBIT A-1]



                                     A-3-3

<PAGE>

                                   EXHIBIT A-4

                         [Form of Certificated Security]

       THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER
THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF
SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

       The foregoing legend may be removed from this Security on satisfaction of
the conditions specified in the Indenture.

                                     A-4-1

<PAGE>

                              SCHLUMBERGER LIMITED

                 2.125% Series B Convertible Debentures due 2023

No.                               CUSIP: 806857AA6

Issue Date: June 9, 2003

       SCHLUMBERGER LIMITED, a Netherlands Antilles corporation, promises to pay
to Cede & Co. or registered assigns, the principal amount of ($     ) on June 1,
2023.

       Interest Payment Dates: June 1 and December 1

       Record Dates: May 15 and November 15

       This Debenture is convertible as specified on the other side of this
Debenture.

       Additional provisions of this Debenture are set forth on the other side
of this Debenture.


IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as
of the 9/th/ day of June, 2003.



                                              SCHLUMBERGER LIMITED

                                              By: ______________________________
                                                  Name:
                                                  Title:



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

       CITIBANK, N.A., as Trustee, certifies that this is one of the Debentures
referred to in the within-mentioned Indenture.

Dated: June 9, 2003

                                              CITIBANK, N.A.

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                     A-4-2

<PAGE>

                    [FORM OF REVERSE OF CERTIFICATED SECURITY
                          IS IDENTICAL TO EXHIBIT A-2]


                                     A-4-3

<PAGE>

                                    EXHIBIT B

                              Transfer Certificate

       In connection with any transfer of any of the Debentures within the
period prior to the expiration of the holding period applicable to the sales
thereof under Rule 144(k) under the Securities Act of 1933, as amended (the
"Securities Act") (or any successor provision), the undersigned registered owner
of this Debenture hereby certifies with respect to $____________ Principal
Amount of the above-captioned Debentures presented or surrendered on the date
hereof (the "Surrendered Debentures") for registration of transfer, or for
exchange or conversion where the securities deliverable upon such exchange or
conversion are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a "transfer"), that such transfer
complies with the restrictive legend set forth on the face of the Surrendered
Debentures for the reason checked below:

       [_]    A transfer of the Surrendered Debentures is made to the Company or
              any subsidiaries; or

       [_]    The transfer of the Surrendered Debentures complies with Rule 144A
              under the U.S. Securities Act of 1933, as amended (the "Securities
              Act"); or

       [_]    The transfer of the Surrendered Debentures is being made to a
              purchaser who is not a U.S. person (as defined in Regulation S
              under the Securities Act) in an offshore transaction pursuant to
              Regulation S under the Securities Act; or

       [_]    The transfer of the Surrendered Debentures is pursuant to an
              effective registration statement under the Securities Act; or

       [_]    The transfer of the Surrendered Debentures is pursuant to another
              available exemption from the registration requirement of the
              Securities Act;

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Debentures are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"Affiliate").

       [_]    The transferee is an Affiliate of the Company.

DATE:                                         __________________________________
                                              Signature(s)

(If the registered owner is a corporation, partnership or fiduciary, the title
of the Person signing on behalf of such registered owner must be stated.)

Signature Guaranteed

Participant in a Recognized Signature Guarantee Medallion Program

                                              By: ______________________________
                                                  Authorized Signatory

                                     B-1-1

<PAGE>

                                    EXHIBIT C

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                           OF RESTRICTED COMMON STOCK

              (Transfers pursuant to Section 7.20 of the Indenture)

[NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]

       Re:    Schlumberger Limited - 1.500% Series A Convertible Debentures due
              June 1, 2023 and 2.125% Series B Convertible Debentures due June
              1, 2023 (collectively, the "Securities")

       Reference is hereby made to the Indenture and First Supplement thereto,
each dated as of June 9, 2003 (collectively, the "Indenture") between
Schlumberger Limited and Citibank, N.A., as Trustee. Capitalized terms used but
not defined herein shall have the meanings given them in the Indenture.

       This letter relates to _________ shares of Common Stock represented by
the accompanying certificate(s) that were issued upon conversion of Securities
and which are held in the name of [name of transferor] (the "Transferor") to
effect the transfer of such Common Stock.

       In connection with the transfer of such shares of Common Stock, the
undersigned confirms that such shares of Common Stock are being transferred:

CHECK ONE BOX BELOW

       (1)  [_]  to the Company; or

       (2)  [_]  pursuant to and in compliance with Rule 144A under the
                 Securities Act of 1933; or

       (3)  [_]  pursuant to and in compliance with Regulation S under the
                 Securities Act of 1933; or

       (4)  [_]  pursuant to an exemption from registration under the Securities
                 Act of 1933 provided by Rule 144 thereunder.

                                     A-4-2

<PAGE>

       Unless one of the boxes is checked, the transfer agent will refuse to
register any of the Common Stock evidenced by this certificate in the name of
any person other than the registered holder thereof; provided, however, that if
box (3) or (4) is checked, the transfer agent may require, prior to registering
any such transfer of the Common Stock such certifications and other information,
and if box (4) is checked such legal opinions, as the Company has reasonably
requested in writing, by delivery to the transfer agent of a standing letter of
instruction, to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.

                                                 [Name of Transferor],



                                                 By ____________________________
                                                 Name: _________________________
                                                 Title: ________________________


Dated:

                                     A-4-3