EXHIBIT 10.1

                             PLAN SUPPORT AGREEMENT
                             ----------------------

     This PLAN SUPPORT AGREEMENT (this "Agreement") is made and entered into as
of June 18, 2003, by and among (i) Petroleum Geo-Services ASA ("PGS"), (ii) the
persons identified on Schedule 1-A (collectively, the "Supporting Noteholders"),
(iii) the persons identified on Schedule 1-B (collectively, the "Supporting
TPrS"), (iv) the persons identified on Schedule 1-C (collectively, the
"Supporting Banks", together with the Supporting Noteholders and the Supporting
TPrS, the "Supporting Creditors"), and (v) the persons identified on Schedule
1-D (collectively, the "Supporting Shareholders", together with the Supporting
Noteholders, the Supporting TPrS and the Supporting Banks, the "Supporting Third
Parties"; PGS and the Supporting Third Parties, collectively, the "Parties" and
each individually, a "Party"), each of whom is a signatory to this Agreement.

                                    RECITALS
                                    --------
WHEREAS:

     A. PGS issued from time to time the several series of notes described on
Schedule 2-A (collectively, the "Notes");

     B. PGS guaranteed certain trust preferred securities, and certain PGS
affiliates entered into certain documentation, relating to the trust preferred
securities, described on Schedule 2-B (collectively, the "Trust Preferred
Securities");

     C. PGS is a borrower under the credit facilities described on Schedule 2-C
(the "Bank Facilities");

     D. PGS issued from time to time certain publicly traded ordinary shares
that currently trade on the Norwegian Stock Exchange (the "Shares", together
with the Notes, the Trust Preferred Securities, and the Bank Facilities, the
"Relevant Documents");

     E. PGS is currently contemplating a restructuring (the "Restructuring") of
the financial obligations set forth in the Relevant Documents through the
prosecution of a chapter 11 case (the "Chapter 11 Case"; the court adjudicating
the Chapter 11 Case is referred to as the "Bankruptcy Court")

     F. The Supporting Noteholders, Supporting Banks and Supporting TPrS have
formed an ad hoc committee, fairly chosen by such creditors, and representative
of all the creditor claims to be impaired pursuant to the Term Sheet (the "ad
hoc Committee"). The members of the ad hoc Committee are set forth on Schedule
1-E.

     G. The Parties have reached an agreement in principle on the terms and
conditions for the Restructuring which agreement is summarized in that certain
"Petroleum Geo-Services ASA Summary of Proposed Terms for Balance Sheet
Restructuring" (the "Term Sheet") attached

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hereto as Exhibit A; the terms and conditions set forth in the Term Sheet are
expressly incorporated herein and made a part hereof;

     H. Each of the Parties acknowledges and agrees that the best way to proceed
to effectuate the Restructuring is to do so in a way that would:

     1.   maximize the value of PGS, its subsidiaries and all of their
          operations for the benefit of all interested persons; and

     2.   minimize the disruption to PGS and its subsidiaries resulting from the
          commencement of the Chapter 11 Case, by seeking to conclude the
          Chapter 11 Case as quickly as possible;

     I. The Parties desire to express to each other their mutual support and
commitment in respect of the matters discussed in the Term Sheet; and

     J. In expressing such support and commitment, the Parties do not desire and
do not intend in any way to derogate from or diminish the solicitation
requirements of applicable securities and bankruptcy laws, the fiduciary duties
of PGS under Norwegian law or as a debtor in possession, or the fiduciary duties
of any Supporting Creditor who is appointed to the official committee of
unsecured creditors (the "Creditors' Committee") in the Chapter 11 Case.

                                    AGREEMENT
                                    ---------

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:

          1. Defined Terms. All capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Term Sheet.

          2. Term Sheet Conditions. Without limiting the conditions set forth
herein, each Party's agreement to this Agreement and support for the Term Sheet
is expressly conditioned on satisfaction of each of the terms and conditions set
forth in this Agreement. To the extent any such conditions involve a time period
or an outside date for satisfaction, the Parties acknowledge and agree that time
is of the essence with respect to each such condition.

          3. PGS Support. PGS believes that the implementation of the terms set
forth in the Term Sheet will best facilitate the Restructuring and that
consummation of the settlements described in the Term Sheet is in its best
interests and in the best interests of its creditors and other parties in
interest. Accordingly, PGS hereby expresses its intention to file and seek
confirmation of a plan of reorganization (the "PGS Plan") consistent with the
terms and provisions of the Term Sheet. Without limiting the foregoing, PGS
undertakes and commits, for so long as this Agreement remains in effect:


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          a. to initiate the Chapter 11 Case promptly upon fulfillment of the
     conditions precedent to this Agreement, subject to obtaining sufficient
     creditor support to implement the Restructuring;

          b. to submit for, and use its reasonable best efforts to obtain at the
     earliest practicable date, Bankruptcy Court approval of a disclosure
     statement (as approved by the Bankruptcy Court, the "Disclosure Statement")
     in form and substance reasonably satisfactory to the ad hoc Committee;

          c. to use its reasonable best efforts to solicit the requisite votes
     in favor of, and to obtain confirmation by the Bankruptcy Court at the
     earliest practicable date of, the PGS Plan consistent with the Term Sheet
     and otherwise in form and substance reasonably satisfactory to the ad hoc
     Committee and approval by the Bankruptcy Court of the settlements set forth
     in the Term Sheet;

          d. subject to any requirements under Norwegian law, not to pursue,
     propose or support, or encourage the pursuit, proposal or support of, any
     plan of reorganization for PGS, or any PGS subsidiary or affiliate, that is
     not consistent with the Term Sheet and the PGS Plan (for the avoidance of
     doubt, nothing in this Agreement shall in any way limit or restrict PGS
     from filing a Norwegian composition proceeding);

          e. to otherwise use its reasonable best efforts to take, or cause to
     be taken, all actions, and to do, or cause to be done, all things,
     necessary, proper or advisable under applicable laws and regulations to
     consummate and make effective the transactions contemplated by the Term
     Sheet and by the PGS Plan at the earliest practicable date (including
     opposing any appeal of the order confirming the PGS Plan);

          f. to convene one or more general meetings of shareholders of PGS,
     either by annual general meeting or at an extraordinary general meeting,
     and propose and recommend the shareholder resolutions necessary to
     implement the Restructuring, including, but not limited to a resolution to
     decrease and/or increase, as appropriate, the share capital of PGS, a
     resolution to issue the new ordinary shares, a resolution to amend the
     articles of association of PGS, a resolution to change the composition of
     the board of directors of PGS and such other resolutions as may be
     reasonably required to implement the Term Sheet;

          g. support and otherwise use their reasonable best efforts to have the
     ad hoc Committee recognized and appointed by the United States Trustee for
     the Southern District of New York (the "US Trustee") as the Creditors'
     Committee in the Chapter 11 Case pursuant to 11 U.S.C. ss. 1102(b); and

          h. to pay, or procure the payment of, before the filing of the Chapter
     11 Case, all reasonable prepetition fees and expenses of PGS, the
     Supporting Third Parties and the Indenture Trustee for the Noteholders and
     the Indenture Trustee for the TPrS (collectively, the "Indenture Trustees")
     relating to the Restructuring, and of their legal and financial advisors
     relating to the Restructuring, outstanding at the time of such filing

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     and to undertake in the PGS Plan to pay, or procure the payment of, all
     reasonable postpetition fees and expenses of PGS, the Supporting Third
     Parties and the Indenture Trustees in the Chapter 11 Case, and of their
     legal and financial advisors in the Chapter 11 Case, upon the consummation
     of the PGS Plan;



in all events, expressly subject to the exercise by PGS and its officers and
directors of their respective fiduciary duties. Except with respect to the
payment of prepetition fees set forth in paragraph 3.h., the commitment set
forth in 3.a. is a condition precedent to each and every other commitment set
forth in this paragraph 3.

     4. Supporting Third Parties' Claims and Support. Each Supporting Noteholder
represents and warrants, on a several but not joint basis, that, as of the date
hereof, it is the legal or beneficial holder of, or holder of investment
authority over, the Notes identified on its signature page hereto (collectively,
such Supporting Noteholder's "Relevant Notes") and has or will have the
authority to vote or direct the voting of claims relating to the Relevant Notes.
Each Supporting TPrS represents and warrants, on a several but not joint basis,
that, as of the date hereof, it is the legal or beneficial holder of, or holder
of investment authority over, the Trust Preferred Securities identified on its
signature page hereto (collectively, such Supporting TPrS' "Relevant Trust
Preferred Securities") and has or will have the authority to vote or direct the
voting of claims relating to the Relevant Trust Preferred Securities. Each
Supporting Bank represents and warrants, on a several but not joint basis, that,
as of the date hereof, it is the legal or beneficial holder of claims pursuant
to the Bank Facilities identified on its signature page hereto (collectively,
such Supporting Bank's "Relevant Debt") and has or will have the authority to
vote or direct the voting of claims relating to the Relevant Debt. Each
Supporting Shareholder represents and warrants, on a several but not joint
basis, that, as of the date hereof, it is the legal or beneficial holder of the
number of shares of PGS identified on its signature page hereto (collectively,
such Supporting Shareholder's "Relevant Shares"; all Supporting Third Parties'
Relevant Notes, Relevant Trust Preferred Securities, Relevant Debt and Relevant
Shares, collectively, the "Relevant Interests")) and has or will have the
authority to vote or direct the voting of Relevant Shares. Each Supporting Third
Party believes that consummation of the PGS Plan consistent with the Term Sheet
is in its best interests. Accordingly, each Supporting Third Party will support
the PGS Plan consistent with the terms and conditions of this Agreement
(including, without limitation, those contained in paragraph 8 relating to the
Backstop Agreement (as defined in paragraph 8 below)). Without limiting the
foregoing, each Supporting Third Party commits to, for so long as this Agreement
remains in effect:

          a. support the PGS Plan and use its reasonable best efforts to
     facilitate the filing and confirmation of the PGS Plan at the earliest
     practicable date;

          b. not pursue, propose, support, vote to accept or encourage the
     pursuit, proposal or support of, any chapter 11 plan, or other
     restructuring or reorganization for PGS, or any PGS subsidiary or
     affiliate, directly or indirectly in any jurisdiction, that is not
     consistent with the Term Sheet and the PGS Plan;


<PAGE>

          c. not, nor encourage any other person or entity, to interfere with,
     delay, impede, appeal or take any other negative action, directly or
     indirectly, in any respect regarding acceptance or implementation of the
     PGS Plan;

          d. not commence any proceeding (including any bankruptcy (konkurs)
     under Norwegian law), or prosecute any objection to oppose or object to the
     PGS Plan or to the Disclosure Statement, and not to take any action that
     would delay approval or confirmation, as applicable, of the Disclosure
     Statement and the PGS Plan; provided, however, that the Supporting Third
     Party may object to the disclosure statement solely on the basis that it
     does not contain adequate information as required by section 1125 of the
     Bankruptcy Code; e. support and use its reasonable best efforts to have the
     ad hoc Committee recognized and appointed by the US Trustee as the
     Creditors' Committee in the Chapter 11 Case pursuant to 11 U.S.C. ss.
     1102(b);

          f. only in the case of the Supporting Banks and any Supporting
     Noteholders who are lenders under the Bank Facilities, to agree to abstain
     from exercising any rights in any jurisdiction to enforce any default under
     the Bank Facilities that may have matured, to abstain from directing or
     voting to direct the agent(s) under the Bank Facilities from exercising any
     such rights, to direct the agent(s) under the Bank Facilities to not permit
     the exercise of any such rights, and to vote in the consortium against any
     proposal to take any enforcement action ;

          g. only in the case of the Supporting Shareholders, to vote in favor
     of any resolutions put forward in a general meeting of shareholders of PGS,
     as required pursuant to paragraph 3.f., relating to the implementation of
     the Restructuring;

          h. to the extent it is the holder of one or more 8.28% First Preferred
     Mortgage Notes Due 2011 issued pursuant to that certain Indenture, dated as
     of May 1, 1996, as amended, among Oslo Seismic Services, Inc., Oslo
     Explorer PLC, Oslo Challenger PLC, PGS and United States Trust Company of
     New York, as indenture trustee (the "Oslo Seismic Notes"), (i) shall not
     take any action, or direct the indenture trustee thereof to take any
     action, contrary to those actions set forth above in this paragraph 4; and
     (ii) shall not transfer its holdings of the Oslo Seismic Notes unless the
     transferee agrees to be bound by this Agreement;

          i. in the event PGS files for a forced composition (tvangsakkord)
     under Norwegian law, to vote in favor of solutions proposed by PGS to
     successfully conclude such proceedings under Norwegian law, provided that
     such solutions reasonably comply with the commercial terms of this
     Agreement and are recommended by the ad hoc Committee;


<PAGE>

          j. to support consummation of the Backstop Agreement; and

          k. with respect to and to the extent it is the legal or beneficial
     holder of, or holder of investment authority over any claims against or
     interests in PGS, or any of its affiliates, support the PGS Plan and not
     take any action inconsistent with the purposes of this Agreement;


in each case consistent with the terms and provisions of the Term Sheet and this
Agreement; provided, however, that notwithstanding anything herein to the
contrary, if any Supporting Creditor is appointed to and serves on the
Creditors' Committee, the terms of this Agreement shall not be construed to
limit such Supporting Creditor's exercise of its fiduciary duties in its role as
a member of the Creditors' Committee, and any exercise of such fiduciary duties
shall not be deemed to constitute a breach of the terms of this Agreement.

        5. Acknowledgement.

          a. No Solicitation. While the Supporting Third Parties commit herein
     to support the PGS Plan and it is their intention to vote in favor of the
     PGS Plan, this Agreement is not and shall not be deemed to be a
     solicitation for consent to the PGS Plan. The acceptance of the Supporting
     Third Parties will not be solicited until the Supporting Third Parties have
     received the Disclosure Statement and the related ballots in forms approved
     by the Bankruptcy Court. The foregoing shall in no way limit any Party's
     rights under paragraph 19.

          b. No Norwegian Filing. Each Supporting Third Party hereby
     acknowledges that PGS intends to file the Chapter 11 Case without
     concurrently filing for (a) voluntary composition (gjeldsforhandlinger),
     (b) forced composition (tvangsakkord) or (c) bankruptcy (konkurs) under
     Norwegian law (each of (a), (b) and (c) being a "Norwegian Filing") and
     accordingly each Supporting Third Party agrees that: (i) PGS does so with
     its consent (and this Agreement shall be evidence of such consent for the
     purposes of section 283a, first paragraph, item (2), of the Criminal Act
     (Straffeloven) of May 22, 1902 of the Kingdom of Norway); and (ii) it will
     not seek to hold the directors or officers of PGS personally liable
     (whether under the Public Limited Companies Act of 1997 of the Kingdom of
     Norway or otherwise) for any loss that it, or any other creditor of PGS,
     may suffer as a result of PGS so filing the Chapter 11 Case and thereafter
     pursuing confirmation and consummation of the PGS Plan without concurrently
     making a Norwegian Filing and/or as a result of the confirmation and
     consummation of the PGS Plan (or assist any other creditor of PGS to do the
     same) and/or for not making a Norwegian Filing as of the date hereof or
     during the period this Agreement is effective and/or for making a Norwegian
     Filing during the effective period of this Agreement. PGS agrees to
     indemnify and hold harmless each Supporting Third Party, and their
     respective affiliates, directors, officers, employees, counsel, agents and
     attorneys-in-fact (each an "Indemnified Person") from and against any and
     all liabilities, obligations, losses, damages, penalties, claims, demands,
     actions, judgments, suits, costs, charges,


<PAGE>

     expenses and disbursements (including any reasonable attorney's fees and
     expenses) of any kind or nature whatsoever that may at any time be imposed
     on, incurred by or asserted against any such Indemnified Person in any way
     relating to or arising out of or in connection with any acknowledgment or
     consent provided in this paragraph 5.b.

          c. Full Satisfaction of Claims. Each Supporting Third Party
     acknowledges and agrees that, upon consummation of the PGS Plan and subject
     to the terms of the PGS Plan, the distributions to and treatment of each
     such Supporting Third Party under the PGS Plan shall be in full and
     complete satisfaction of any and all rights that it may have in respect of
     its Relevant Interest and PGS shall be released and discharged from any and
     all further obligations in respect of such Relevant Interests.

          d. Norwegian Filing. Subject to the provisions of paragraph 10.f. of
     this Agreement, the Parties acknowledge and agree that if, in the opinion
     of PGS, a forced composition filing (tvangsakkord) under Norwegian law is
     required or appropriate (such filing events may include, without
     limitation, situations where (i) the implementation of the Restructuring
     under Chapter 11 is not feasible or possible, (ii) PGS is under an
     obligation under Norwegian law to file for such a composition, (iii) such a
     composition filing may serve as a defense against a hostile creditor action
     against PGS in Norway or elsewhere, and (iv) the implementation of the
     Restructuring through Chapter 11 would be better accomplished with a
     simultaneous or subsequent such composition filing), then (1) the Parties
     will cooperate for such a filing to take place to implement the terms of
     this Agreement, as far as applicable and possible, and (2) PGS will notify
     the ad hoc Committee three business days in advance of such a composition
     filing, unless such notification is impossible or otherwise would be
     unreasonable under the circumstances. Nothing in this Agreement shall limit
     or restrict PGS from filing for forced composition (tvangsakkord) under
     Norwegian law.


     6. Limitations on Transfer. Each Supporting Third Party hereby agrees not
to (a) sell, transfer, assign, pledge, or otherwise dispose, directly or
indirectly their right, title or interest in respect of the Relevant Interests,
in whole or in part, or any interest therein (collectively, the "Relevant
Claims"), or (b) grant any proxies, deposit any of its claims into a voting
trust, or enter into a voting agreement with respect to any such Relevant Claim
(clauses (a) and (b), collectively, a "Transfer") unless the recipient of such
Relevant Claim (a "Transferee") agrees in writing (such writing, a "Transferee
Acknowledgment"), prior to such Transfer, to be bound by this Agreement in its
entirety without revisions (including with respect to any and all claims or
interests it already may hold against or in PGS prior to such Transfer) and to
be bound by that certain side letter dated the date hereof among the parties
hereto. Upon the execution of the Transferee Acknowledgment, the Transferee
shall be deemed to constitute a Supporting Noteholder, a Supporting TPrS, a
Supporting Bank, or a Supporting Shareholder, as the case may be. Any Transfer
that does not comply with this paragraph shall be void ab initio. In the event
of a Transfer, the transferor shall, within three business days, provide written
notice of such transfer to PGS, together with a copy of the Transferee
Acknowledgment. No Supporting Bank, Supporting TPrS, Supporting Noteholder or
Supporting Shareholder may create any subsidiary


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or affiliate for the sole purpose of acquiring any Bank Facilities, Trust
Preferred Securities, Notes, or Shares without first causing such subsidiary or
affiliate to become a party hereto, and a party to that certain side letter
referred to in the first sentence of this paragraph 6, as a Supporting Bank,
Supporting TPrS, Supporting Noteholder or a Supporting Shareholder, as the case
may be.

     7. Further Acquisition of Notes, Trust Preferred Securities, Shares and
Bank Facilities. This Agreement shall in no way be construed to preclude any
Supporting Third Party from acquiring additional Notes, Trust Preferred
Securities, Shares or claims in respect of the Bank Facilities. However, any
such Notes, Trust Preferred Securities, Shares and claims so acquired shall,
whether or not the Supporting Third Party holds any Relevant Interests at the
time of the acquisition, automatically be deemed to be "Relevant Interests" and
to be subject to all of the terms of this Agreement hereof.

     8. Backstop Agreement. The Parties acknowledge and agree that the
agreement, the terms of which are to be negotiated and agreed with the
Supporting Shareholders, governing the terms of the participation by the
Supporting Shareholders in the backstop of the equity purchase as contemplated
by Section D of the Term Sheet (the "Backstop Agreement") shall include the
following provisions: (i) each Supporting Shareholder shall purchase a number of
ordinary shares of PGS as reorganized under the PGS Plan (the "New Shares")
equivalent to at least 25% of its commitment, with the total commitment of the
Supporting Shareholders aggregating 30% of the New Shares (the "Committed
Shares"); (ii) all holders of Shares (including Supporting Shareholders) shall
have the right to purchase a number of New Shares equaling its pro rata interest
of the remaining 75% of the Committed Shares (after giving effect to paragraph
8.i., such pro rata interest to be calculated as the quotient of the number of
Shares held by the holder on a cut-off date (the "Cut-off Date") to be
determined and the total number of Shares issued and outstanding on the Cut-off
Date; (iii) any Committed Shares not purchased in accordance with paragraph
8.ii. by holders of Shares other than the Supporting Shareholders shall be
purchased by the Supporting Shareholders; (iv) any acceptances of the offered
New Shares without payment (or proper payment arrangements) at the time of
acceptance shall be rejected; (v) the right to purchase Committed Shares shall
not be transferable, the purchase right can only be exercised for the number of
Committed Shares calculated under paragraph 8.ii, and no over-subscription of
New Shares shall be allowed; (v) the rights offering shall be communicated (to
the extent permitted and by and in the manner required in the relevant
jurisdiction(s)) to all holders of Shares as of the Cut-off Date, with the
notice specifying the period the rights offering shall be held open and that
payment shall be required to be made at the time such holder exercises its right
of acceptance.

     9. Condition to each Party's Obligations. Each Party's obligations under
this Agreement are subject to the execution of this Agreement by each of the
following persons:

          (i)  PGS;

          (ii) the Supporting Noteholders who shall represent not less than 56%
               in principal amount outstanding of the Notes;

          (iii) the Supporting TPrS;


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          (iv) the Supporting Shareholders; and

          (v)  the Supporting Banks, (a) who shall include (1) all of the
               members of the steering committee of the Bank Facilities, and (2)
               each of the Supporting Noteholders that also hold positions in
               the Bank Facilities, and (b) who shall represent not less than
               50% in principal amount outstanding under each of the Bank
               Facilities.

     10. Termination Events. The occurrence of each of the following events
shall constitute a "Termination Event":

          a. PGS' Chapter 11 Case (other than an involuntary bankruptcy case for
     which an order for relief has not been entered) shall have been dismissed
     or converted to a case under chapter 7 of the Bankruptcy Code;

          b. on or prior to the date of the commencement of the Chapter 11 Case,
     the Backstop Agreement has not been executed in form and substance
     satisfactory to PGS and the ad hoc Committee;

          c. any court (including the Bankruptcy Court or any court in any
     jurisdiction outside of the United States of America) shall declare, in a
     final, non-appealable, order, this Agreement to be unenforceable;

          d. the most current PGS Plan and the Disclosure Statement on file with
     the Bankruptcy Court (and any amendments, supplements and documents related
     to such pleadings) shall not be consistent with the Term Sheet or otherwise
     in form and substance reasonably satisfactory to both a simple majority in
     number of the Supporting Noteholders that are members of the ad hoc
     Committee and at least one Supporting Bank that is a member of the ad hoc
     Committee (such a Supporting Bank and each such Supporting Noteholder, from
     time to time, collectively, the "Special ad hoc Committee Members"), ;

          e. the earlier of (i) January 9, 2004, or such later date as
     contemplated by paragraph 11.a. and (ii) the date of consummation of the
     PGS Plan;

          f. any insolvency related proceedings with respect to PGS, or any of
     its subsidiaries or affiliates, are filed by or assented to by PGS or any
     of its subsidiaries or affiliates in any jurisdiction other than the
     Bankruptcy Court without the express written consent of the ad hoc
     Committee;

          g. the failure by PGS to obtain the requisite shareholder votes
     necessary to implement the Restructuring as contemplated in the Term Sheet
     and the PGS Plan;

          h. [intentionally omitted]

          i. Umoe Invest AS, as a Supporting Shareholder, holds fewer Shares
     than the amount set forth on its signature page attached hereto and made a
     part hereof; and


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          j. unless waived in writing by the Required Parties (defined below),
     any representation or warranty of any Party made or deemed made herein is
     incorrect in any material respect on or as of the date made or deemed made
     and such default (unless it is a willful misrepresentation) shall continue
     unremedied for a period of thirty (30) days after the earlier of (i) the
     date upon which the relevant Party knew of such failure or (ii) the date
     upon which written notice thereof is given by any Party to the other
     Parties hereto.

     11. Termination of this Agreement. Upon the occurrence of a Termination
Event, this Agreement shall terminate as follows:

          a. immediately upon the occurrence of the Termination Event set forth
     in paragraph 10.e. unless, prior to the expiration of the date referenced
     therein, such date is extended in writing by each of (i) PGS, (ii) the
     Special ad hoc Committee Members, and (iv) the holders of a simple majority
     in number of the Relevant Shares (the "Required Shareholders,"
     collectively, with PGS and the Special ad hoc Committee Members, the
     "Required Parties");

          b. upon the occurrence, and following written notice by either PGS or
     the Special ad hoc Committee Members of such occurrence, of any of the
     Termination Events set forth in paragraphs 10.a., 10.b., 10.c., 10.d.,
     10.f., 10.i., or 10.j. of this Agreement (provided that (i) a breaching
     party shall not be entitled to terminate this Agreement on account of its
     own breach of paragraphs 10.i. and 10.j. of this Agreement, and (ii) PGS
     shall be entitled to a 10-day grace period following receipt of a
     termination notice pursuant to paragraphs 10.b. and 10.d. to cure any such
     alleged Termination Event); or

          c. 30 calendar days after the occurrence of the Termination Event
     described in paragraph 10.g. of this Agreement, unless either (i) the
     occurrence of the event giving rise to the Termination Event is no longer
     continuing on such 30th day or (ii) the Special ad hoc Committee Members
     shall have waived in writing such Termination Event.

     12. Effect of Termination. Upon termination of this Agreement pursuant to
paragraphs 10 and 11, all obligations hereunder shall terminate and shall be of
no further force and effect; provided however, that any claim for breach of this
Agreement, other than a claim for breach of the representation set out in
paragraph 13.f., shall survive termination and all rights and remedies with
respect to such claims shall not be prejudiced in any way; but provided further,
that the breach of this Agreement by one or more Supporting Third Parties shall
not create any rights or remedies against any non-breaching Supporting Third
Party unless such non-breaching Supporting Third Party has participated in or
aided and abetted the breach by the breaching Supporting Third Party/Parties.
Except as set forth above in this paragraph 12 and for the obligations set forth
in paragraphs 5.b., 5.c. (with respect to paragraph 5.c. only, solely after the
consummaton of the PGS Plan and not a termination of this Agreement), and 14
hereof, upon such termination or upon consummation of the PGS Plan, any
obligations of the non-breaching Parties set forth in this Agreement shall be
null and void ab initio and all claims, causes of action, remedies, defenses,
setoffs, rights or other benefits of such non-breaching Parties shall be


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fully preserved without any estoppel, evidentiary or other effect of any kind or
nature whatsoever.

     13. Representations and Warranties. PGS and each Supporting Third Party, on
a several but not joint basis, represents and warrants to each other Party that
the following statements are true, correct and complete as of the date hereof
and to the extent applicable to such party:

          a. Corporate Power and Authority. If not a natural person, it is duly
     organized, validly existing, and, if applicable, in good standing under the
     laws of the jurisdiction of its organization, and has all requisite
     corporate, partnership or other power and authority to enter into this
     Agreement and to carry out the transactions contemplated by, and perform
     its respective obligations under, this Agreement.

          b. Authorization. If not a natural person, the execution and delivery
     of this Agreement and the performance of its obligations hereunder have
     been duly authorized by all necessary corporate, partnership or other
     action on its part.

          c. Binding Obligation. This Agreement has been duly executed and
     delivered by it and constitutes its legal, valid and binding obligation,
     enforceable in accordance with the terms hereof.

          d. No Conflicts. The execution, delivery and performance by it (when
     such performance is due) of this Agreement do not and shall not (i) violate
     any provision of law, rule or regulation applicable to it, or, if
     applicable, any of its subsidiaries or its certificate of incorporation or
     bylaws or other organizational documents or those of any of its
     subsidiaries or (ii) except with respect to PGS, conflict with, result in a
     breach of or constitute (with due notice or lapse of time or both) a
     default under any material contractual obligation to which it or, if
     applicable, any of its subsidiaries is a party.

          e. Adequate Information. Although none of the Parties intends that
     this Agreement should constitute, and they each believe it does not
     constitute, a solicitation and acceptance of the PGS Plan, they each
     acknowledge and agree that, regardless of whether its Relevant Interests
     constitute "securities" within the meaning of the Securities Act of 1933,
     (i) each of the Supporting Third Parties is an "accredited investor" as
     such term is defined in Rule 501(a) of the Securities Act of 1933 and, in
     the case of Supporting Creditors, a "qualified institutional buyer" as such
     term is defined in Rule 144A of the Securities Act of 1933 and (ii)
     adequate information was provided by PGS and its affiliates to each
     Supporting Third Party in order to enable it to make an informed decision
     such that, were this Agreement to be construed as or deemed to constitute
     such a solicitation and acceptance, such solicitation was (i) in compliance
     with any applicable nonbankruptcy law, rule, or regulation governing the
     adequacy of disclosure in connection with such solicitation, or (ii) if
     there is not any such law, rule, or regulation, solicited after disclosure
     to such holder of "adequate information" as such term is defined in section
     1125(a) of the Bankruptcy Code.


<PAGE>

          f. Accuracy of Information. Accuracy of Information Provided. PGS
     represents that, to the best of their knowledge, after reasonable inquiry,
     (i) information provided to the Supporting Creditors by PGS in connection
     with the Restructuring, including without limitation, the Business Plan
     (defined below), does not contain any material misstatement of fact, nor
     does it fail to state a fact necessary to make the information not
     materially misleading and (ii) the statements made by PGS in the various
     representations set forth herein are true and accurate.

          g. Operation of Business Pending Chapter 11 Filing. PGS represents
     that pending the Chapter 11 filing, PGS undertakes, to the extent within
     PGS' control and except as otherwise agreed to by the ad hoc Committee, to
     operate the business of PGS and its subsidiaries in material compliance
     with that certain business plan provided to the Supporting Creditors dated
     on or about January 15, 2003 (the Business Plan"), except as otherwise
     disclosed in the press release announcing this Agreement.


     14. Confidentiality. PGS and each Supporting Third Party agrees to use its
reasonable best efforts to maintain the confidentiality of (a) the individual
identities of the Supporting Third Parties and (b) the individual holdings of
the Supporting Third Parties; provided, however, that such information may be
disclosed (i) to the Parties' respective directors, trustees, executives,
officers, auditors, and employees and financial and legal advisors or other
agents (collectively referred to herein as the "Representatives" and
individually as a "Representative"), (ii) to persons in response to, and to the
extent required by, (x) any subpoena, or other legal process or other disclosure
required by law or (y) the National Association of Insurance Commissioners, any
bank regulatory agency or any other regulatory agency or authority. If any Party
or its Representative receives a subpoena or other legal process as referred to
in clause (ii)(x) above in connection with the Agreement, such Party shall
provide the other Parties with prompt written notice of any such request or
requirement, to the fullest extent permissible and practicable under the
circumstances, so that the other Parties may seek a protective order or other
appropriate remedy or waiver of compliance with the provisions of this
Agreement. Notwithstanding the provisions in this paragraph 14, (i) PGS may
disclose (a) the existence of and nature of support evidenced by this Agreement
in one or more public releases that have first been sent to counsel for the
Supporting Noteholders and counsel for the Supporting Banks for review and
comment, and (b) in the context of any such releases, the aggregate holdings of
the Supporting Third Parties (but, as indicated above, not their identities or
their individual holdings), (ii) any Party hereto may disclose the identities of
the Parties hereto and their individual holdings in any action to enforce this
Agreement or in an action for damages as a result of any breaches hereof, (iii)
any Party hereto may disclose, to the extent consented to in writing by a
Supporting Third Party, such consenting Supporting Third Party's identity and
individual holdings and (iv) to the extent required by the Bankruptcy Code,
Bankruptcy Rules, Local Rules of the Bankruptcy Court or other applicable rules,
regulations or procedures of the Bankruptcy Court or the Office of the United
States Trustee, PGS may disclose the individual identities of the Supporting
Third Parties in a writing that has first been sent to counsel for the
Supporting Noteholders and counsel for the Supporting Banks for review and
comment on such notice that is reasonable under the circumstances.


<PAGE>

     15. Preparation of Restructuring Documents. Notwithstanding anything to the
contrary contained in this Agreement, including specifically any obligation of a
Party to use efforts to cause an event to occur by the "earliest practical
date," the obligations of the Parties hereunder shall be expressly subject to
the preparation of definitive documents relating to the transactions
contemplated by this Agreement and the Term Sheet, including without limitation,
(a) the PGS Plan, the Disclosure Statement, the order confirming the PGS Plan,
and any related ballots, releases and settlement documents, (b) all other
agreements, instruments, orders or other documents necessary or appropriate to
consummate the transactions contemplated by this Agreement, the Term Sheet or
the PGS Plan, and (c) any "first day" orders and motions; each of the documents
referred to in subparagraphs (a), (b) and (c) of this paragraph 15 must be
reasonably acceptable to the ad hoc Committee.

     16. Amendment or Waiver. Except as otherwise specifically provided herein,
this Agreement may not be modified, amended or supplemented without the prior
written consent of the Required Parties. No waiver of any of the provisions of
this Agreement shall be deemed or constitute a waiver of any other provision of
this Agreement, whether or not similar, nor shall any waiver be deemed a
continuing waiver.

     17. Notices. Any notice required or desired to be served, given or
delivered under this Agreement shall be in writing, and shall be deemed to have
been validly served, given or delivered if provided by personal delivery, or
upon receipt of fax delivery, as follows:

          a. if to PGS, to Matthew A. Feldman, Willkie Farr & Gallagher, 787
     Seventh Avenue, New York, New York 10019, fax: 212-728-8111;

          b. if to the Supporting Noteholders or the ad hoc Committee, to
     Anthony J. Smits, Bingham McCutchen LLP, One State Street, Hartford, CT
     06103, fax: 860-240-2800;

          c. if to the Supporting TPrS, to Stephanie Wickouski, Gardner Carton &
     Douglas LLC, 1301 K St., NW, East Tower - 900, Washington DC 20005, fax:
     202-230-5361, and

          d. if to the Supporting Banks, to David C. L. Frauman, Allen & Overy,
     One New Change, London EC4M 9QQ, United Kingdom, fax: +44 (207) 330-9999;
     and

          e. if to any Supporting Shareholder, to the name and address set forth
     on the relevant signature page below for such Supporting Shareholder.

     18. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ANY CONFLICTS OF LAW PROVISION WHICH WOULD REQUIRE THE APPLICATION OF
THE LAW OF ANY OTHER JURISDICTION. By its execution and delivery of this
Agreement, each of the Parties hereto hereby irrevocably and unconditionally
agrees for itself that any legal action, suit or proceeding against it with
respect to any matter under or arising out of or in connection with this
Agreement or for


<PAGE>

recognition or enforcement of any judgment rendered in any such action, suit or
proceeding, may be brought in the United States District Court for the Southern
District of New York. By execution and delivery of this Agreement, each of the
Parties hereto irrevocably accepts and submits itself to the nonexclusive
jurisdiction of each such court, generally and unconditionally, with respect to
any such action, suit or proceeding, and waives any objection it may have to
venue or the convenience of the forum. Notwithstanding the foregoing consent to
New York jurisdiction, upon the commencement of the Chapter 11 Case, each of the
Parties hereto hereby agrees that the Bankruptcy Court shall have exclusive
jurisdiction of all matters arising out of or in connection with this Agreement.

     19. Specific Performance. This Agreement, including without limitation the
Parties' agreement herein to support the PGS Plan and to facilitate its
confirmation, is intended as a binding commitment enforceable in accordance with
its terms. It is understood and agreed by each of the Parties hereto that money
damages would not be a sufficient remedy for any breach of this Agreement by any
Party and each non-breaching Party shall be entitled to specific performance and
injunctive or other equitable relief as a remedy of any such breach.

     20. Cooperation. Each Party shall cooperate with the other Parties to do or
cause to be done all things as may be reasonably necessary or desirable to
confirm and carry out and to effectuate fully the intent and purpose of this
Agreement and shall not take any action contrary to the essential intent and
principles of this Agreement.

     21. Resignation or Removal of ad hoc Committee Members/Substitution of the
Creditors' Committee. If a Supporting Bank or a Supporting Noteholder or either
of the Trustees, as the case may be, that is a member of the ad hoc Committee
resigns or for any other reason is removed as a member of such Committee, the
remaining Supporting Noteholders (in the case of resignation or removal of a
Supporting Noteholder or any of the Trustees) or the remaining Supporting Banks
(in the case of resignation or removal of a Supporting Bank) on the ad hoc
Committee shall be entitled to select a replacement for such resigning member,
provided such replacement agrees to be bound by the terms of this Agreement. At
any time following the formation of the Creditors' Committee, upon the agreement
in writing by the Creditors' Committee to be bound by this Agreement and on
written notice to PGS, the ad hoc Committee may elect to have the Creditors'
Committee substituted in place of the ad hoc Committee in this Agreement and
whereafter the Creditors' Committee shall automatically have all the rights and
obligations of the ad hoc Committee pursuant to this Agreement. Following any
such election, the ad hoc Committee shall be deemed dissolved and the Creditors'
Committee shall send notice of such dissolution to PGS.

     22. Voting. Except as otherwise expressly provided herein, all votes of the
ad hoc Committee or the Creditors' Committee (following substitution pursuant to
paragraph 21 above) under this Agreement shall be made by a simple majority vote
of all of the members of the ad hoc Committee or Creditors' Committee at the
time, as the case may be, unless the context clearly indicates otherwise.

     23. Headings. The headings of the sections, paragraphs and subsections of
this Agreement are inserted for convenience only and shall not affect the
interpretation hereof.


<PAGE>

     24. Interpretation. This Agreement is the product of negotiations of the
Parties, and in the enforcement or interpretation hereof, is to be interpreted
in a neutral manner, and any presumption with regard to interpretation for or
against any Party by reason of that Party having drafted or caused to be drafted
this Agreement, or any portion hereof, shall not be effective in regard to the
interpretation hereof.

     25. Successors and Assigns. This Agreement is intended to bind and inure to
the benefit of the Parties and their respective successors, assigns (including,
but not limited to, Transferees under paragraph 6 above), heirs, executors,
administrators and representatives.

     26. No Third-Party Beneficiaries. Unless expressly stated herein, this
Agreement shall be solely for the benefit of the Parties hereto and no other
person or entity shall be a third-party beneficiary hereof.

     27. No Waiver of Participation and Reservation of Rights. Except as
expressly provided in this Agreement and in any amendment among the Parties,
nothing herein is intended to, or does, in any manner waive, limit, impair or
restrict the ability of each of the Parties to protect and preserve its rights,
remedies and interests, including without limitation, its claims against any of
the other Parties (or their respective affiliates or subsidiaries) or its full
participation in any bankruptcy case filed by PGS or any of its affiliates and
subsidiaries. If the transactions contemplated by this Agreement or in the PGS
Plan are not consummated, or if this Agreement is terminated for any reason, the
Parties fully reserve any and all of their rights.

     28. No Admissions. This Agreement shall in no event be construed as or be
deemed to be evidence of an admission or concession on the part of any Party of
any claim or fault or liability or damages whatsoever. Each of the Parties
denies any and all wrongdoing or liability of any kind and does not concede any
infirmity in the claims or defenses which it has asserted or could assert.

     29. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same Agreement. Delivery of an executed signature page of
this Agreement by facsimile shall be effective as delivery of a manually
executed signature page of this Agreement.

     30. Representation by Counsel. Each Party acknowledges that it has been
represented by, or provided a reasonable period of time to obtain access to and
advice by, counsel with this Agreement and the transactions contemplated herein.
Accordingly, any rule of law or any legal decision that would provide any Party
with a defense to the enforcement of the terms of this Agreement against such
Party based upon lack of legal counsel shall have no application and is
expressly waived.

     31. Entire Agreement. This Agreement and the exhibits and schedules hereto,
including, without limitation, the Term Sheet, constitute the entire agreement
between the Parties and supersedes all prior and contemporaneous agreements,
representations, warranties and understandings of the Parties, whether oral,
written or implied, as to the subject matter hereof.


<PAGE>

     32. Several not Joint. The agreements, representations and obligations of
the Parties under this Agreement are, in all respects, several and not joint

     32. Tax Shelter Regulations. Notwithstanding anything herein to the
contrary, any Party to this Agreement (and any employee, representative, or
other agent of any Party to this Agreement) may disclose to any and all persons,
without limitation of any kind, the tax treatment and tax structure of the
transactions contemplated by the Term Sheet or the PGS Plan and all materials of
any kind (including opinions or other tax analyses) that are provided to it
relating to such tax treatment and tax structure; provided, however, that no
Party (nor any employee, representative or other agent thereof) shall disclose
(A) any information that is not relevant to an understanding of the tax
treatment of the transactions contemplated by the Term Sheet or the PGS Plan,
including the identity of any Party to this Agreement (or its employees,
representatives or agents) or other information that could lead any person to
determine such identity or (B) any information to the extent such disclosure
could result in a violation of any federal or state securities laws.


     [Remainder of page intentionally blank; remaining pages are signature
                                    pages.]


<PAGE>


                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL

                           PETROLEUM GEO-SERVICES ASA
            SUMMARY OF PROPOSED TERMS FOR BALANCE SHEET RESTRUCTURING

The following (this "Term Sheet") is an outline of (i) the key terms and
provisions of a plan of reorganization (the "Restructuring") for Petroleum
Geo-Services ASA ("PGS") and (ii) in connection therewith, the key terms for the
resolution, settlement and treatment under such plan or plans of, among other
things, the claims and causes of action (as defined and described more fully
below) of the Noteholders, Banks, Trust Preferreds and PGS Equity Holders.

This Term Sheet is subject to finalization and execution of a Plan Support
Agreement (the "PSA") to which this Term Sheet is intended to be attached as
Exhibit A. This Term Sheet is not intended to be legally binding upon any party
until execution of the PSA. Upon execution of the PSA, this Term Sheet is
intended to be binding on the signatories to the PSA in accordance with, and
subject to, the terms of the PSA. No vote in favor of any PGS plan, whether or
not it includes the terms and conditions set forth herein, is being solicited by
or agreed to by this Term Sheet.

Notwithstanding anything to the contrary in the foregoing, this Term Sheet is
being provided as part of settlement discussions and, as a result, shall be
treated as such pursuant to Federal Rule of Evidence 408 and all bankruptcy and
state law equivalents.

        Parties

         PGS:            Petroleum Geo-Services ASA

         Noteholders:    Holders of PGS's $250m 6 1/4% notes due 2003, $360m 7
                         1/2% notes due 2007, $200m 65/8% notes due 2008, $450m
                         71/8% notes due 2028 and $200m 8.15% notes due 2029
                         (the "Notes")

         Banks:          Banks under PGS's $250m bridge facility and $430m
                         revolving credit facility (the "Bank Facilities")

         Trust           Holders of $144.750m PGS Trust I trust preferred
         Preferreds:     securities. (PGS Trust I holds as its only asset
                         $148.169m junior subordinated debt securities issued by
                         PGS) PGS Equity Pre-Restructuring holders of ordinary
                         shares in PGS Holders: (including ADR holders) [record
                         date to be determined]


         Noteholders and Banks (the "Holders") will receive equity and debt
         consideration as set out in Package A and Package B below. Holders may
         freely elect to allocate their claim between Package A or Package B or
         a combination of both. To the extent Package B is oversubscribed (i.e.
         Holders of claims consisting of more than $1.46 billion elect Package
         B), then:

         (1)   the amount of Term Loan distributed to the Holders to the extent
               that they select Package A would be reduced to an amount equal to
               the amount of Holder's claims electing for Package A multiplied
               by 475/680 (the "Issued Term Loan").

         (2)   the amount of Senior A Notes issued under Package B to be
               distributed to the Holders to the extent that they select Package
               B would be increased to an amount equal to $350m (amount issued
               assuming a full subscription of Package B) plus the amount of
               unissued Package A Debt ($475m less the Issued Term Loan)
               multiplied

                                       1

<PAGE>
                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL

               by 400/475. In addition to this amount of Senior A
               Notes, Package B will consist of $250 million of Senior B Notes,
               $85 million of net cash proceeds of the offering to the Equity
               Investors and 61% of the ordinary share capital of PGS
               immediately after PGS's plan of reorganisation under chapter 11
               becomes effective ("Completion"), all to be distributed pro rata
               to the Holders of Package B.

         To the extent Package A is oversubscribed (i.e. Holders of claims
         consisting of more than $680 million elect Package A), then:

         (1)   The amount of Senior A Notes and Senior B Notes to be distributed
               to the Holders electing Package B would be reduced to an amount
               equal to the amount of claims electing Package B multiplied by
               350/1460 and 250/1460 for the Senior A and B Notes respectively.

         (2)   The amount of Term Loan issued under Package A to be distributed
               to the Holders electing Package A would be increased by the
               combined reduction in the principal amount of Senior A Notes and
               Senior B Notes to be distributed multiplied by 475/400.

A.    Package A

      Term Loan
      ---------

      Borrower:          PGS

      Amount:            Up to $475m (subject to oversubscription arrangements
                         as described above)

      Facility type:     Senior term loan facility

      Guarantors:        Facility to be unsecured. All direct and indirect
                         Material Subsidiaries (as defined below) of PGS (to the
                         extent legally and contractually possible and to the
                         extent reasonable in the context of a cost/benefit
                         analysis of providing any such guarantee) to guarantee
                         the facility. A "Material Subsidiary" is a subsidiary
                         which owns 10% or more of the consolidated assets of
                         the group or contributes 10% or more of the
                         consolidated revenue of the group

      Interest:          LIBOR plus a margin of 1.15% per annum plus mandatory
                         costs (if any).

      Repayment:         Subject to a cap of $40m on aggregate annual
                         repayments, the facility to be repaid by semi-annual
                         repayments equal to 3.684% of the face amount of Term
                         Loan (i.e. $35m per year assuming $475m of Term Loan)
                         with a final balloon repayment of all amounts then
                         outstanding due 8 years after Completion.

                                       2

<PAGE>
                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL

      Prepayment         Majority lenders (i.e., 66?%) shall have option to
      option             on require prepayment of the Term Loan in full on
      change             of change of control (where a person or persons acting
      control:           in concert acquire 51% or more of the voting stock of
                         PGS) if the credit rating (as rated by Standard & Poors
                         and Moodys) of the new entity and, where applicable,
                         the new entity's parent or holding company, is less
                         than the credit rating of PGS immediately prior to the
                         change of control, provided that no such prepayment
                         event will arise where the credit rating of new entity
                         is at least BB/Ba2.

      Optional           On five business day's notice at par and without
      Prepayment:        penalty or premium but subject to break costs (to be
                         based on standard Loan Market Association definition).

      Other terms:       See section G.

      Limitation of      In the event of a PGS insolvency prior to the final
      liability on       repayment date, the liability of PGS to the Holders
      insolvency:        under the Term Loan will be limited to the net present
                         value of the Term Loan (as opposed to the par value of
                         the Term Loan) at the date of such insolvency, with the
                         net present value being calculated on the basis of a
                         discount rate of 9%.

      Governing Law:     English


B.    Package B

      Upon Completion, and following the purchase described in D below,
      Package B will consist of Senior A Notes, Senior B Notes, $85 million
      of net cash proceeds of the offering to Equity Investors and 91% of the
      ordinary share capital of PGS upon Completion (subject to adjustment as
      described in Section D).

      Senior A Notes
      --------------

      Issuer:            PGS

      Amount:            $350m (but can be increased to up to $750m depending on
                         how many Holders elect for Package A and B)

      Interest:          10% per annum

      Final repayment    7 years after Completion.
      date:

      Call               Notes not callable in first 4 years; thereafter
      Protection:        notes may be called in whole or in part subject to a
                         premium equalling half the coupon in year 5, with the
                         premium reducing rateably thereafter each year until
                         maturity.

      Senior B Notes
      --------------

      Issuer:            PGS

      Amount:            $250m

      Interest:          8% per annum

                                        3

<PAGE>
                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL

      Call Option:       Notes callable in first year at 103, 102 in the second
                         year; and 101% during the third year. On maturity the
                         Notes can be redeemed at 100%

      Final repayment  3 years after Completion
      date:

      Terms common to Senior A Notes and Senior B Notes:

      Guarantors:        Senior A Notes and Senior B Notes to be unsecured. All
                         direct and indirect Material Subsidiaries of PGS (to
                         the extent legally and contractually possible and to
                         the extent reasonable in the context of a cost/benefit
                         analysis of providing any such guarantee) to guarantee
                         the facility.

      Ordinary           Upon Completion, Holders who have elected for (or
      Shares:            have otherwise been allocated) Package B receive
                         ordinary shares equalling 91% of the ordinary share
                         capital of PGS as composed immediately
                         post-Restructuring (subject to adjustment as described
                         in Section D and as provided for in the underwriting
                         agreement to be made between the Equity Investors and
                         the Holders).

      Change of          Change of control (i.e., where a person or persons
      Control Put:       acting in concert acquire 51% or more of the voting
                         stock of PGS) put option at 101% plus accrued but
                         unpaid interest.

      Governing Law:     New York

      Other terms:       See Section G


C.    Trust Preferreds

      If the Trust Preferreds voting as a class vote in favour of the
      Restructuring then the obligations owed to the Trust Preferreds will be
      satisfied fully and finally by a gift of, or other receipt of, ordinary
      shares in PGS of 5% of the ordinary share capital (as such share capital
      is composed immediately post-Restructuring). The gift will be implemented
      though a conversion of the claims of the Trust Preferred into ordinary
      shares. If the Trust Preferreds do not vote in favor of the Restructuring,
      then the Package B Holders will retain the 5% which would otherwise have
      been gifted and the Trust Preferreds will receive nothing.

D.    PGS Equity Holders

      If PGS Equity Holders vote in favour of the Restructuring then, on
      Completion, PGS Equity Holders will receive a gift of, or otherwise
      receive, 4% of ordinary share capital of PGS (as such share capital is
      composed immediately post-Restructuring). The gift will be implemented
      through a mechanism to be agreed.

      PGS Equity Holders will also have the right on Completion to buy from the
      Package B Holders (mechanics to be agreed) for $85m in cash (net of any
      underwriting or other fees) such number of ordinary shares issued to the
      Package B Holders under Section B above which, when added to the ordinary
      shares gifted to the PGS Equity Holders under the above paragraph, would
      result in the PGS Equity Holders owning 34% of the ordinary share capital
      of PGS immediately after Completion (this right being backstopped by
      certain
                                        4

<PAGE>
                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL

      major PGS Equity Holders (the "Equity Investors") and or their
      affiliates on terms to be agreed who will take up these rights in lieu of
      any PGS Equity Holders who do not wish to do so). For the avoidance of
      doubt the rights of the PGS Equity Holders to obtain 34% of the ordinary
      share capital under this paragraph will not be affected by changes to
      Holders' allocations as a result of any over- or under-subscription of
      Term Loan.

      Individual Package B Holders will have the option to designate whether
      they wish to sell their equity to PGS Equity Holders/Equity Investors, in
      which case, to the extent possible, the equity of such Package B Holders
      will be sold to the PGS Equity Holders/Equity Investors first, with any
      shortfall being made up by non-designating Package B Holders selling their
      equity pro rata.

E.    Other Creditors of PGS

      For the avoidance of doubt all other creditors of PGS and the group
      (including trade creditors, lessors (including UK defeased lessors), PGS
      Multi Client Seismic preferred securities holders, Oslo Seismic
      noteholders and contingent creditors) will be unimpaired by the
      Restructuring, unless otherwise agreed.

F.    Miscellaneous Provisions

      Interest on the Bank      All accrued and unpaid interest through the
      Facilities and Notes:     chapter 11 filing date, including any pro rata
                                portion of interest accrued to the Noteholders
                                and the Banks but not then due, will be paid to
                                the Noteholders and the Banks to bring them both
                                current as at the filing date.

                                       5

<PAGE>
                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL

      Board composition:         A new board of directors of PGS will be elected
                                 on Completion.

                                 The composition of the board of PGS will be
                                 structured such that the Holders of Package B
                                 debt will be entitled to select a simple
                                 majority of the board members (after inclusion
                                 of any employee representatives required under
                                 Norwegian law, if any), while the PGS Equity
                                 Holders will be entitled to select the
                                 remaining shareholder elected board members
                                 (being a minimum of 2 to be selected). The
                                 Package B Holders will still be entitled to
                                 select a simple majority as set forth above).

                                 Any change of the board composition (except
                                 for board members selected by employees, if
                                 any) during the first 2 years after
                                 Completion other than the replacement of a
                                 director by a personal deputy appointed at
                                 the shareholders meeting approving the
                                 initial board, will require a 66?%
                                 shareholder vote (calculated on the basis
                                 of those voting), and the Company's
                                 Articles of Association shall be amended
                                 accordingly.

                                 At least one of the directors to be
                                 selected by PGS Equity Holders will be Mr.
                                 Ulltveit-Moe (subject to Mr. Ulltveit-Moe
                                 not objecting, withdrawing or being unable
                                 to serve as a director for any reason), who
                                 will also be the chairman of the board and
                                 elected as such by the general meeting. To
                                 the extent that the general meeting voting
                                 for confirmation of the Restructuring does
                                 not select Mr. Ulltveit-Moe as chairman, or
                                 Mr. Ulltveit-Moe is unable to serve for one
                                 of the reasons set forth above, this shall
                                 not effect the terms of this Term Sheet or
                                 the PSA, however, Holders who have elected
                                 for Package B and who have executed or are
                                 bound by a PSA will, if legally possible,
                                 procure the calling of a new general
                                 meeting to elect Mr. Ulltveit-Moe to be
                                 chairman (and will themselves vote in
                                 favour of such election).

                                       6

<PAGE>
                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL

         Major Transactions:     Any Major Transactions (defined below) will
                                 require, during the first two years after
                                 Completion, the board vote of the board
                                 members nominated by the PGS Equity Holders
                                 and the general meeting of PGS will
                                 instruct the board accordingly.
                                 "Major Transactions" mean:

                                 a)    any single sale of assets, or series
                                       of sales of assets, in any calendar
                                       year, in excess of $100m, and not
                                       otherwise requiring 66?% shareholder
                                       approval;

                                 b)    changes to PGS's key executive
                                       management (to be defined);

                                 c)    new financings or borrowings over $25
                                       million;

                                 d)    application of Major Proceeds;

                                 e)    material acquisitions (to be
                                       defined);

                                 f)    proposals to change the articles of
                                       association of PGS; and

                                 g)    proposals for issuance of new equity
                                       or equity like securities.

      Management Incentive      To be determined post-Restructuring by the
      Plan:                     new board of PGS. Any issuance of equity or
                                warrants will require a 66?% shareholder vote
                                (calculated on the basis of those voting).

      Atlantic Power and        If Atlantic Power or Atlantis proceeds are
      Atlantis Sale Proceeds:   received prior to Completion then such proceeds
                                will be included in the calculation of Excess
                                Cash (see below).

                                If any Atlantic Power proceeds are received
                                after the earlier of (i) Completion or (ii) 31
                                October 2003 then such proceeds shall be
                                included in Major Proceeds.

                                If any Atlantis proceeds are received after the
                                earlier of (i) Completion or (ii) 31 October
                                2003, then a pro rata share of 90% of such
                                proceeds will be paid to the Package A Holders
                                as an additional recovery under the section
                                entitled "Cash recovery on Completion" below
                                (i.e., the aggregate of each Holders outstanding
                                Bank Facilities and Notes electing Package A
                                divided by $2.14 billion and multiplied by 90%),
                                and the remainder will be included in Major
                                Proceeds.

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      Cash recovery on          At Completion PGS to pay to the Banks and the
      Completion:               Noteholders any cash of the group in excess of
                                $50m ("Excess Cash") at the month end prior to
                                Completion or (if earlier) 31 October 2003 as an
                                additional recovery (such payment being made pro
                                rata to the Banks and the Noteholders in respect
                                of face values of the Bank Facilities and the
                                Notes).

                                Excess Cash at the time of Completion shall be
                                calculated on a basis consistent with both the
                                "CASH AVAILABLE - ACCUMULATED" row in the
                                liquidity reports as previously provided and
                                with the Conduct of Business paragraph below.
                                This calculation will be subject to adjustment
                                in respect of any abnormal contingencies or
                                balances (excluding exceptional tax liabilities
                                payable within 6 months of Completion) and will
                                be calculated after payment of all fees and
                                expenses payable by PGS in relation to the
                                Restructuring (including those required to be
                                paid by PGS as described below) and
                                establishment of the reserve account referred to
                                below.

                                A reserve account of $30m shall be established
                                by PGS, the balance of which shall be applied
                                from time to time against abnormal contingencies
                                (including exceptional tax liabilities). To the
                                extent that any balance remains 6 months after
                                Completion then upon a vote of a simple majority
                                of the board, such proceeds will be paid to
                                those Holders who receive an additional recovery
                                under the section entitled "Cash recovery on
                                Completion" below as a further recovery.

                                If Completion has not occurred by 31 October
                                2003, then the additional recovery shall include
                                a payment of $6m for each complete month during
                                the period from 31 October 2003 to Completion on
                                account of interest which would have been
                                payable by PGS if Completion had occurred on 31
                                October 2003, provided that such payment shall
                                not be made to the extent that it would reduce
                                cash of the group to $50m or less.


                                        8

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EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL


                                The calculation of Excess Cash shall include any
                                cash held as collateral for bid/performance
                                bonds ("Bonds") which the Company will release
                                at Completion. The Company will release such
                                cash collateral by replacing Bonds or cash
                                collateral with new Bonds at Completion using
                                either (A) a secured US$40 million 364 day
                                letter of credit facility which the Banks agree
                                in principle to make available to subsidiaries
                                of PGS or (B) any equivalent facility provided
                                by other banks or financial institutions. If PGS
                                requires a DIP facility to provide the Bonds
                                during the chapter 11, PGS intends to seek such
                                DIP facility from the Banks, provided that the
                                Banks are prepared to provide such a DIP
                                facility on commercially competitive terms. PGS
                                will seek an exit facility if necessary on the
                                same terms.

      Excess Cash Adjustment:   Following completion of the
                                audit of PGS's financial year 2003 figures, and
                                after review by PwC, an adjustment will be made,
                                subject to agreeing an appropriate de minimis
                                threshold, to the Excess Cash additional
                                recovery calculated above to reconcile that
                                additional recovery to the additional recovery
                                that would otherwise have been payable had it
                                instead been calculated based on the pro rata
                                amount of the actual "TOTAL RECEIPTS" for
                                financial year 2003 (e.g. 10/12 of the TOTAL
                                RECEIPTS figure if the Excess Cash additional
                                recovery were calculated as at 31 October 2003).
                                Following such calculation, any such amount
                                payable (subject to the de minimus threshold)
                                will be paid to the Holders of record of the
                                Bank Facilities and the Notes as at the date of
                                Completion, on a pro rata basis.

      Conduct of Business:      PGS will operate its business in
                                the ordinary course prior to the Completion,
                                including but not limited to, (i) no
                                distributions or payments to be made to
                                shareholders, affiliates, directors or employees
                                outside the ordinary course of business or other
                                than in accordance with terms of existing
                                contractual arrangements or terms of new arms'
                                length contractual arrangements and (ii) the
                                Group shall manage its working capital on a
                                basis consistent with its historic customary
                                practice (subject to any change thereto required
                                by customers/vendors due to the Group's
                                financial condition and the implementation of
                                the Restructuring).

                                This undertaking shall not restrict the payment
                                of bonuses to management members (but not
                                directors) on signing of the PSA and/or on
                                Completion which, in aggregate, do not exceed
                                $2m.


                                        9

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                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL


      Fees and expenses of      For the account of PGS and payable in full
      parties:                  on Completion. Such fees and expenses shall
                                include the reasonable fees and expenses of the
                                indenture trustee for the Noteholders and Trust
                                Preferreds incurred pursuant to their respective
                                indentures. For the avoidance of doubt, Excess
                                Cash shall be calculated after all such fees and
                                expenses have been paid.

      Releases:                 If the Restructuring is to be implemented solely
                                by way of a Chapter 11 filing in the United
                                States then those Noteholders, Banks and Trust
                                Preferreds who agree to vote in favour of such
                                Restructuring prior to such filing will agree
                                that:

                                (a)   PGS makes such a filing with their
                                      consent; and

                                (b)   they will not seek to hold the current
                                      directors of PGS personally liable
                                      (whether under the Norwegian Public
                                      Limited Companies Act or otherwise) for
                                      any loss they, or any other creditor of
                                      PGS, may suffer (or be alleged to suffer)
                                      as a result of PGS making such a filing
                                      without concurrently making an equivalent
                                      filing under Norwegian law or as a result
                                      of the Restructuring being implemented (or
                                      assist any other creditor of PGS to do the
                                      same).

                                Equivalent "hold harmless" and/or release
                                provisions by the creditors in favour of the
                                directors will also be included in the
                                documentation relating to Completion with the
                                intention that all impaired creditors will be
                                bound by such provisions.

                                On Completion, and as part of the Restructuring
                                documentation, PGS will release the Noteholders,
                                the Banks and the Trust Preferreds (if they
                                voted in favor of the Restructuring) from any
                                causes of action it may have against them.

      Listing:                  The ordinary shares to be listed in Norway and,
                                as soon as practicable after Completion taking
                                account of relevant listing requirements in the
                                US. PGS will provide customary investor
                                relations support to US investors
                                post-Completion. Other listing venues to be
                                reasonably agreed.

      Rating:                   Senior A Notes and Senior B Notes to carry
                                ratings from Standard & Poors and Moodys.


G.    Other  terms  applicable  to the Term Loan,  Senior A Notes  and/or
      Senior B Notes

      Positive covenants:       Similar covenants to those in existing
                                $430m revolving facility, to include:


                                       10

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                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL


                                (a)   provision of financial statements and
                                      miscellaneous information (including SEC
                                      filings, if applicable)

                                (b)   certification of no event of default

                                (c)   notification of events of default(and
                                      potential events of default)

                                (d)   maintenance of corporate existence and
                                      authorisations

                                (e)   maintenance of insurance

                                (f)   maintenance of pari passu ranking

                                (h)   compliance with environmental laws

      Negative covenants:       Similar covenants to those in existing
                                $430m revolving facility, to include:

                                (a)   negative pledge (with exceptions as per
                                      $430m revolving facility, but also to
                                      include ability to give security for a
                                      $70m working capital facility, provided
                                      that the Holders are given a right of
                                      first refusal to provide such working
                                      capital facility)

                                (b)   restriction on sale and leasebacks (with
                                      exceptions as per $430m revolving
                                      facility)

                                (c)   restriction on asset dispositions (Senior
                                      A Notes and Senior B Notes only) (with
                                      exceptions as per $430m revolving
                                      facility)

                                (d)   restriction on subsidiary borrowing (with
                                      exceptions as per $430m revolving facility
                                      but also to include borrowing under $70m
                                      working capital facility and facilities
                                      for provision of up to $40m of Bonds on an
                                      unsecured/uncollateralised basis)

                                (e)   no material change of business

                                (f)   restrictions on project companies and
                                      projects (with exceptions as per $430m
                                      revolving facility).

      Additional covenants      (a)   restriction  on   consolidations   and
      not existing in $430m           mergers  to be agreed  (Senior A Notes
      revolving facility              and Senior B Notes only)

                                (b)   limitation on transactions with affiliates
                                      (with certain exceptions to be agreed)
                                      (Senior A Notes and Senior B Notes only)

                                (c)   restriction on dividends - no dividends to
                                      be paid by PGS until the earlier of 3
                                      years or repayment of Senior B Notes;
                                      thereafter dividends payable subject to a
                                      basket based on 50% of the sum of net
                                      income plus depreciation and amortisation
                                      and otherwise as permitted under Norwegian
                                      law. Upstream dividends by wholly-owned
                                      subsidiaries

                                       11

<PAGE>
                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL


                                      of PGS to PGS will be permitted.

                                (d)   restriction on incurrence of indebtedness,
                                      provided PGS may incur additional
                                      indebtedness if on date of such incurrence
                                      total debt / EBITDA ratio would be less
                                      than 3.75 to 1.0 (the "Debt/EBITDA
                                      Ratio"), calculated on a pro forma basis
                                      after giving effect to all incurrences and
                                      repayments of indebtedness to occur on or
                                      substantially concurrently with such
                                      incurrence, provided that such
                                      indebtedness shall not exceed $1.5 billion
                                      ("Cap") in aggregate (which number
                                      includes the working capital facility not
                                      to exceed $70m, and any facility for
                                      provision of up to $40m of Bonds as
                                      described in (i) and (ii) below).
                                      Notwithstanding the aforementioned, PGS
                                      shall be permitted to incur incremental
                                      indebtedness including (i) a working
                                      capital facility not to exceed $70
                                      million; (ii) facilities for provision of
                                      up to $40m of Bonds on an
                                      unsecured/uncollateralised basis; (iii)
                                      project company and project debt
                                      ("Excluded Indebtedness"); (iv)
                                      refinancing indebtedness; and (v) other
                                      permitted indebtedness the incurrence of
                                      which is necessary for the Company to
                                      operate in the ordinary course. When
                                      calculating the total debt for the
                                      Debt/EBITDA Ratio and compliance with the
                                      Cap, indebtedness falling within the
                                      definition of Excluded Indebtedness shall
                                      not be included. For the avoidance of
                                      doubt, EBITDA as used above will be EBITDA
                                      calculated before any investment in
                                      multi-client libraries.

                                The proceeds derived from the sale of any assets
                                of PGS or any of its subsidiaries (including the
                                proceeds from the Atlantic and Atlantis sales)
                                in excess of $100m ("Major Proceeds") per annum
                                shall be used, at the sole discretion of PGS, to
                                either (i) (a) purchase Term Loan in the open
                                market, (b) purchase the Senior A and B Notes in
                                the open market; (c) submit a tender offer for
                                the purchase of the Senior A and B Notes, and/or
                                (d) pay down the Term Loan, on a pro rata basis
                                vis a vis the Term Loan and the Senior A and B
                                Notes; or (ii) reinvest in PGS or its
                                subsidiaries in a qualified manner within 12
                                months from receipt of the Major Proceeds.
                                Notwithstanding the aforementioned, individual
                                Package A Holders, following written notice by
                                PGS that it intends to apply all or part of such
                                Major Proceeds to reduce Package B debt, and
                                following reasonable written notice to PGS,
                                shall be entitled to demand that they receive a
                                pro rata share of any Major Proceeds being used
                                to pay down Package B

                                       12

<PAGE>
                                                                     FINAL DRAFT
EXHIBIT A TO PLAN SUPPORT AGREEMENT
PRIVATE AND CONFIDENTIAL


                                debt, in which case such electing Package A Term
                                Loan holder will receive a payment calculated
                                based on the net present value of their pro rata
                                share of the Term Loan (as opposed to the par
                                value of the Term Loan) at the date of the
                                distribution of such proceeds, with the net
                                present value being calculated on the basis of a
                                discount rate of 9%.

                                For the avoidance of doubt, any proceeds
                                received by PGS prior to the earlier of
                                Completion or 31 October 2003 will not be
                                included in Major Proceeds.

      Financial covenants:      None

      Events of default:        Similar events of default to those in existing
                                $430m revolving facility, to include:

                                (a)   For the Term Loan: non-payment (with 3 day
                                      grace period where non-payment of
                                      principal caused due to technical problems
                                      and 3 day grace period for non-payment of
                                      interest)

                                (b)   For the Senior A Notes and Senior B Notes:
                                      non-payment (with 30 day grace period
                                      where non-payment of principal caused due
                                      to technical problems and 30 day grace
                                      period for non-payment of interest)

                                (c)   acceleration of other indebtedness in
                                      excess of $20m in aggregate

                                (d)   judgements entered in excess of $20m in
                                      aggregate (unless covered by insurance
                                      and/or subject to carve-out for bona fide
                                      appeals)

                                (e)   insolvency (with carve out for proceedings
                                      dismissed within a specified time period)
                                      Default interest: Applicable non-default
                                      interest rate plus 2%.


H.    Debt Maturity Extension

Holders of the Bank Facilities who sign a plan support agreement will agree to
forbear from exercising any remedies in any jurisdiction on any Bank Facility
prior to Completion.


                                       13