1

As filed with the Securities and Exchange Commission on December 7, 2000
Registration No. 333-50358
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
AMERADA HESS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
1311
(Primary Standard Industrial Classification Code Number)
13-4921002
(I.R.S. Employer Identification No.)
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 997-8500
(Address, including ZIP code, and telephone number, including area code, of
registrant's principal executive offices)
J. BARCLAY COLLINS II, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AMERADA HESS CORPORATION
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 997-8500
(Name, address, including ZIP code, and telephone number, including area code,
of agent for service)

Copies to:

TIMOTHY B. GOODELL, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 819-8200
------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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2

THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES, AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES, IN ANY JURISDICTION WHERE
THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED 7 DECEMBER 2000

OFFER DOCUMENT DATED    --   2000

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN
ANY DOUBT ABOUT THIS OFFER OR WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED
IMMEDIATELY TO SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, BANK
MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED
UNDER THE FINANCIAL SERVICES ACT 1986 OR OTHER APPROPRIATE ADVISER.
If you have sold or otherwise transferred your LASMO securities, please send
this document and the accompanying documents as soon as possible to the
purchaser or transferee or to the agent through whom the sale or transfer was
made, for delivery to the purchaser or transferee.

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RECOMMENDED CASH AND SHARE OFFER
by
AMERADA HESS CORPORATION
and by
GOLDMAN SACHS INTERNATIONAL
on its behalf
(outside the United States)
for
all of the issued and to be issued share capital of
LASMO PLC
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Amerada Hess and Goldman Sachs International on behalf of Amerada Hess (outside
the United States) are offering to acquire, on the conditions and the further
terms set out in this document and in the accompanying acceptance form, all of
the LASMO shares and ADSs on the following basis:

FOR EVERY 78.7 LASMO SHARES HELD                   L98.29 IN CASH AND 1 NEW AMERADA HESS SHARE
FOR EVERY 78.7 LASMO ADSS HELD                     L294.87 IN CASH AND 3 NEW AMERADA HESS SHARES
(EACH ADS REPRESENTING 3 LASMO SHARES)

We expect that, if all LASMO shares and ADSs are exchanged, we will issue an
aggregate of approximately 17,121,344 Amerada Hess shares and pay approximately
L1.683 billion in cash to LASMO securityholders.
Amerada Hess shares are traded on the New York Stock Exchange under the symbol
"AHC."
A LETTER FROM THE CHAIRMAN OF AMERADA HESS APPEARS ON PAGES 4 AND 5 OF THIS
DOCUMENT.
A LETTER OF RECOMMENDATION FROM THE CHAIRMAN OF LASMO APPEARS ON PAGES 6 TO 8 OF
THIS DOCUMENT.
The initial offer period will expire at 3.00 pm (London time), 10.00 am (New
York City time), on    --   2001, unless we specify a later closing date. At the
conclusion of the initial offer period if all the conditions have been
satisfied, fulfilled or, to the extent permitted, waived, we will extend the
offer for a subsequent offer period of at least 14 calendar days. LASMO
securityholders will have withdrawal rights during the initial offer period,
including any extension of that period, but not during the subsequent offer
period, except in limited circumstances.
TO ACCEPT THE OFFER, YOU MUST COMPLETE THE RELEVANT ACCEPTANCE FORM, TOGETHER
WITH ALL OTHER REQUIRED DOCUMENTS, AND RETURN THEM AS SOON AS POSSIBLE BUT, IN
ANY EVENT, SO AS TO BE RECEIVED BY NO LATER THAN 3.00 PM (LONDON TIME), 10.00 AM
(NEW YORK CITY TIME), ON    --   2001. THE PROCEDURE FOR ACCEPTANCE OF THE OFFER
IS SET OUT ON PAGES 26 TO 29 OF THIS DOCUMENT AND IN THE ACCOMPANYING ACCEPTANCE
FORM.
NEITHER THE SEC NOR ANY SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES
HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED BY OR ON BEHALF OF AMERADA
HESS OR DETERMINED IF THIS DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE.

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TABLE OF CONTENTS

PAGE
------

IMPORTANT INFORMATION................       2
TIMETABLE............................       3
LETTER FROM THE CHAIRMAN OF AMERADA
HESS...............................       4
LETTER OF RECOMMENDATION FROM THE
CHAIRMAN OF LASMO..................       6
1.    Introduction...................       6
2.    Terms of the Offer.............       6
3.    Background to and reasons for
recommending acceptance of
the Offer....................       7
4.    Management and employees.......       7
5.    Action to be taken to accept
the Offer....................       7
6.    Recommendation.................       7
SUMMARY TERM SHEET...................       9
AMERADA HESS SELECTED HISTORICAL
FINANCIAL INFORMATION..............      14
LASMO SELECTED HISTORICAL FINANCIAL
INFORMATION........................      14
EXCHANGE RATE INFORMATION............      15
SELECTED UNAUDITED PRO FORMA
FINANCIAL INFORMATION..............      16
LETTER FROM GOLDMAN SACHS............      17
1.    Introduction...................      17
2.    The Offer......................      17
3.    Background to and reasons for
the Offer....................      18
4.    Mix and Match Election.........      19
5.    The Loan Note Alternative......      20
6.    Irrevocable Undertakings.......      21
7.    Conditions and further terms of
the Offer....................      21
8.    Information relating to Amerada
Hess.........................      21
9.    Information relating to
LASMO........................      22
10.  Financing of the Offer..........      23
11.  Management and employees........      23
12.  LASMO Share Option Schemes......      23
13.  Fractions.......................      23
14.  New Amerada Hess Shares.........      23
15.  Illustrative comparative per
share data...................      24

PAGE
------

16.  Financial effects of
acceptance...................      25
17.  Accounting treatment............      25
18.  Procedure for acceptance of the
Offer........................      26
19.  Rights of withdrawal............      29
20.  Settlement......................      29
21.  United Kingdom taxation.........      31
22.  United States federal
taxation.....................      32
23.  Overseas LASMO
Securityholders..............      32
24.  Compulsory acquisition and
application for de-listing of
LASMO Securities.............      32
25.  LASMO L90,000,000 7 3/4 per
cent. Convertible Bonds due
2005.........................      32
26.  Further information.............      33
27.  Action to be taken..............      33
APPENDIX I  Conditions and Further
Terms of the Offer.................     I-1
APPENDIX II  Particulars of the Loan
Notes..............................    II-1
APPENDIX III  Further Information on
Amerada Hess Business Description
and Financial Results..............   III-1
APPENDIX IV  Further Information on
LASMO Business Description and
Financial Results..................    IV-1
APPENDIX V  Unaudited Pro Forma
Financial Information and
Projections........................     V-1
APPENDIX VI  Additional
Information........................    VI-1
APPENDIX VII  Description of Amerada
Hess Shares and changes in the
rights of LASMO Securityholders....   VII-1
APPENDIX VIII  Certain Provisions of
the Companies Act..................  VIII-1
APPENDIX IX  Definitions.............    IX-1

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IMPORTANT INFORMATION

DEFINITIONS

Some words and terms used in this document are defined in Appendix IX to this
document.

APPLICABLE DISCLOSURE REQUIREMENTS

Because Amerada Hess is making this offer for securities of an English company,
this offer is subject to English and US securities laws, regulations and
requirements. US investors should be aware that this document has been prepared
primarily in accordance with UK format and style, which differs from US format
and style for documents of this type. In particular, the Appendices to this
document contain material information that is required to be disclosed by US
federal securities laws.

FINANCIAL INFORMATION

The extracts from the consolidated financial statements of, and other
information about, Amerada Hess appearing in this document are presented in US
dollars (US$) and have been prepared in accordance with US GAAP. The extracts
from the consolidated financial statements of, and other information about,
LASMO appearing in this document are presented in pounds sterling (L) or pence
(p) and have been prepared in accordance with UK GAAP. US GAAP and UK GAAP
differ in some significant respects. Financial information relating to Amerada
Hess is contained in Appendix III. Financial Information relating to LASMO is
contained in Appendix IV. A reconciliation between UK GAAP and US GAAP in
respect of certain information set forth in this document is contained in
documents of the LASMO group incorporated by reference in this document. Certain
unaudited pro forma financial information relating to the enlarged group and
certain projections relating to LASMO are contained in Appendix V. The unaudited
pro forma financial information relating to the enlarged Amerada Hess group has
been prepared in accordance with US GAAP.

FORWARD-LOOKING STATEMENTS

This document, including information included or incorporated by reference in
this document, contains forward-looking statements concerning Amerada Hess and
LASMO, as well as the financial condition, results of operations and business of
Amerada Hess following the consummation of the offer. Generally, the words
"will," "may," "should," "continue," "believes," "expects," "intends,"
"anticipates" or similar expressions identify forward-looking statements. These
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in the forward-looking
statements. Many of these risks and uncertainties relate to factors that are
beyond the companies' ability to control or estimate precisely, such as future
market conditions, the behaviour of other market participants and the actions of
governmental regulators. These and other risk factors are detailed in the two
companies' SEC reports. You should not place undue reliance on these forward-
looking statements, which speak only as of the date of this document. The safe
harbor protection afforded by the U.S. Private Securities Litigation Reform Act
of 1995 does not apply to forward-looking statements made in connection with
exchange offers.

ABSENCE OF APPRAISAL RIGHTS

LASMO securityholders generally do not have appraisal rights under English law.
See the section entitled "Appraisal Rights" in Appendix VII of this document.

INCORPORATION OF DOCUMENTS BY REFERENCE

THIS DOCUMENT INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT
AMERADA HESS BY REFERENCE TO DOCUMENTS THAT AMERADA HESS PREVIOUSLY FILED WITH
THE SEC AND THAT ARE NOT PRESENTED IN OR DELIVERED WITH THIS DOCUMENT. THESE
DOCUMENTS ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, FROM
AMERADA HESS AT THE ADDRESS AND TELEPHONE NUMBER SET OUT ON PAGE III-7 OF THIS
DOCUMENT. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUESTS
SHOULD BE MADE NO LATER THAN    --   2000.

THIS DOCUMENT ALSO INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
ABOUT LASMO BY REFERENCE TO DOCUMENTS THAT LASMO HAS PREVIOUSLY FILED WITH THE
SEC AND THAT ARE NOT PRESENTED IN OR DELIVERED WITH THIS DOCUMENT. THESE
DOCUMENTS ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, FROM LASMO
AT THE ADDRESS AND TELEPHONE NUMBER SET OUT ON
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PAGE IV-3 OF THIS DOCUMENT. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS,
ANY REQUESTS SHOULD BE MADE NO LATER THAN -- 2000.

RELIANCE ON OFFER DOCUMENT

You should rely only on information contained in this document. Neither Amerada
Hess nor LASMO has authorised anyone to provide you with information that is
different. You should not assume that the information contained in this document
is accurate as of any date other than the date on the cover of this document,
and neither the mailing of this document to you nor the delivery of new Amerada
Hess shares in exchange for your LASMO securities will create any implication to
the contrary.

RULE 8 NOTICES

Any person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of Amerada Hess or of LASMO, owns or controls, or becomes the owner
or controller, directly or indirectly, of one per cent. or more of any class of
securities of Amerada Hess or of LASMO is generally required under the
provisions of Rule 8 of the City Code to notify the London Stock Exchange and
the Panel of every dealing in such securities during the initial offer period.
Dealings by Amerada Hess or by LASMO or by their respective "associates" (within
the definition set out in the City Code) in any class of securities of Amerada
Hess or of LASMO during the initial offer period must also be so disclosed.
Please consult your financial adviser immediately if you believe this Rule may
be applicable to you.

ADVISERS

Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Amerada Hess and no one
else in connection with the offer and will not be responsible to anyone other
than Amerada Hess for providing the protections afforded to customers of Goldman
Sachs International nor for giving advice in relation to the offer. Amerada Hess
is making the offer in the United States on its own behalf.

Schroder Salomon Smith Barney, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for LASMO and no one else in
connection with the offer and will not be responsible to anyone other than LASMO
for providing the protections afforded to customers of Schroder Salomon Smith
Barney nor for giving advice in relation to the offer.

TIMETABLE

Announcement of offer.......................................   6 November 2000
Effective Date of Registration Statement and date offer
document and other materials mailed to LASMO
Securityholders...........................................  -- December 2000
Expiry of offer (unless extended or conditions satisfied)...         --   2001
Expected commencement of trading of new Amerada Hess shares
on the New York Stock Exchange assuming offer becomes or
is declared unconditional in all respects on -- January
2001......................................................   -- January 2001

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

We are not making the offer directly or indirectly in or into Canada, Australia
or Japan. YOU SHOULD NOT FORWARD OR TRANSMIT THESE DOCUMENTS IN OR INTO CANADA,
AUSTRALIA OR JAPAN.

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6

LETTER FROM THE CHAIRMAN OF AMERADA HESS

LOGO

--   2000

To all holders of LASMO securities and, for information only, to participants in
the LASMO share option schemes, the LASMO Profit Sharing Scheme and the Monument
1996 Participating Share Plan

AMERADA HESS CORPORATION
RECOMMENDED CASH AND SHARE OFFER FOR
LASMO PLC

Dear Sir or Madam,

On 6 November 2000, it was announced that the boards of LASMO and Amerada Hess
had reached agreement on the terms of a recommended offer for the entire issued
and to be issued share capital of LASMO. We are extremely pleased at the
prospect of combining our two companies. The purpose of this letter is to
explain the offer and our reasons for making it and to urge you to accept it.

BENEFITS OF THE OFFER

We are very excited about this transaction. The combined companies will benefit
from an expanded exploration and production business, a strengthened
international reserve portfolio and an extended production profile. The
combination of LASMO and Amerada Hess will enhance our competitive position in a
consolidating industry. It will increase our production from an estimated
373,000 barrels of oil equivalent per day in 2000 to an expected 582,000 barrels
of oil equivalent per day in 2001, creating one of the largest global
independent exploration and production companies, with the necessary scale to
compete effectively in the international arena.

THE OFFER

Under the terms of the offer, which has been unanimously approved by the boards
of directors of Amerada Hess and LASMO, each LASMO securityholder will receive:

FOR EVERY 78.7 LASMO SHARES HELD                       L98.29 IN CASH AND 1 NEW AMERADA HESS SHARE
FOR EVERY 78.7 LASMO ADSS HELD                         L294.87 IN CASH AND 3 NEW AMERADA HESS SHARES
(EACH ADS REPRESENTING 3 LASMO SHARES)

At the time of the announcement of the offer, the offer valued each LASMO share
at 180 pence, based on an exchange rate of US$1.4484: L1.00 and the closing
price on the New York Stock Exchange of US$62 13/16 per Amerada Hess share on 3
November 2000, the last New York Stock Exchange trading day prior to the
announcement.

The offer now values each LASMO share at    --   pence, based on an exchange
rate of US$   --   :L1.00 and the closing price on the New York Stock Exchange
of US$   --   per Amerada Hess share on  -- December 2000, the last New York
Stock Exchange trading day prior to the posting of this document.

REASONS TO ACCEPT THE OFFER

We believe the offer affords a very attractive opportunity for LASMO
securityholders. At the time of announcement, the offer:

-  provided for payment of 69 per cent. of the offer price in cash
(approximately L1.25 per LASMO share), but with a 31 per cent. equity
component, enabling LASMO securityholders to continue

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7

to participate at a favourable entry price in a strategically
strengthened combined enterprise, with significantly greater cash flow
and reserves per share; and

-  represented a premium of approximately 28 per cent. to the closing
middle market price of a LASMO share on 3 November 2000, the last London
Stock Exchange dealing day prior to the announcement, and a premium of
approximately 33 per cent. to the average closing middle market price of
a LASMO share over the 6 months prior to the announcement.

We have already received irrevocable undertakings to accept the offer from two
major shareholders, Schroder Investment Management Limited and Electrafina S.A.,
as well as from the directors of LASMO, constituting in the aggregate 20.1 per
cent. of the total issued LASMO shares.

On behalf of the board of directors of Amerada Hess, I urge you to accept the
offer. We welcome you as shareholders of Amerada Hess and invite you to
participate in the increased shareholder value we believe this combination will
create.

Yours sincerely,

John B. Hess
Chairman

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LETTER OF RECOMMENDATION FROM THE CHAIRMAN OF LASMO

LOGO                                     LASMO PLC
101
Bishopsgate
London
EC2M 3XH

--   2000

To all holders of LASMO securities and, for information only, to participants in
the LASMO share option schemes, the LASMO Profit Sharing Scheme and the Monument
1996 Participating Share Plan

AMERADA HESS CORPORATION
RECOMMENDED CASH AND SHARE OFFER FOR
LASMO PLC

Dear Sir or Madam,

1.  INTRODUCTION

It was announced on 6 November 2000 that your board and the board of Amerada
Hess had reached agreement on the terms of a recommended cash and share offer
for the entire issued and to be issued share capital of LASMO. I am writing to
explain the background to the transaction and the reasons why the LASMO board
recommends that LASMO securityholders accept the offer.

Further details of the offer are set out in the letter from Goldman Sachs and in
Appendix I of this document.

2.  TERMS OF THE OFFER

At the time of the announcement of the offer, the offer valued each LASMO share
at 180 pence, based on an exchange rate of US$1.4484: L1 and the closing price
on the New York Stock Exchange of US$62 13/16 per Amerada Hess share on 3
November 2000, the last New York Stock Exchange trading day prior to the
announcement of the offer. The cash element of the consideration represents
approximately 125 pence per LASMO share.

The offer now values each LASMO share at    --   pence, based on an exchange
rate of US$   --   : L1.00 and the closing price on the New York Stock Exchange
of US$   --   per Amerada Hess share on  -- December 2000, the last New York
Stock Exchange trading day prior to the posting of this document.

The offer, which will be subject to the conditions and further terms set out in
the letter from Goldman Sachs and Appendix I, will be made on the following
basis:

FOR EVERY 78.7 LASMO SHARES HELD                            L98.29 IN CASH AND 1 NEW AMERADA HESS SHARE
FOR EVERY 78.7 LASMO ADSS HELD                              L294.87 IN CASH AND 3 NEW AMERADA HESS
(EACH ADS REPRESENTING 3 LASMO SHARES)                      SHARES

There will be a mix and match election under which LASMO securityholders who
accept the offer may elect to vary the proportions of Amerada Hess shares and
cash (and/or loan notes, if applicable) which they receive, subject to other
LASMO securityholders making opposite elections.

There will also be a loan note alternative in respect of the cash element of the
offer, as adjusted by any mix and match elections (other than for US persons and
certain other shareholders outside the United Kingdom).

It is intended that appropriate proposals will be available to holders of
options under the LASMO share option schemes once the offer becomes or is
declared unconditional in all respects.

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9

3.  BACKGROUND TO AND REASONS FOR RECOMMENDING ACCEPTANCE OF THE OFFER

The stock market performance of the UK independent exploration and production
sector has been disappointing for investors. Even the recent surge in oil prices
has not been reflected in a significant re-rating of share prices in the sector.
Between 1 January 1999 and 3 November 2000, the last London Stock Exchange
dealing day prior to the announcement of the offer, LASMO's share price only
increased from 100 pence to 141 pence, despite the price of Brent Crude moving
from US$10.48 per barrel to US$31.73 over the same period and despite your
company's cashflow and profit gearing to higher oil prices.

This share price performance has been an area of concern for your board and we
therefore initiated an extensive analysis of a broad range of options earlier
this year. These options were against the background of the following matters:

-  our share buyback announcement earlier this year was well received by
shareholders;

-  our talks on asset disposals with other industry players led us to the
conclusion that, in the current business and oil price environment,
LASMO faced highly favourable sale conditions for its portfolio; and

-  continuing industry consolidation meant that scale was becoming
increasingly important in the oil industry. The larger companies have
lower cost bases, are able to deliver higher returns on a substantially
lower and hence more competitive cost of capital and are able to take on
greater investment risk within the scope of significantly larger
portfolios. LASMO needed to respond to this trend or risk becoming less
competitive in accessing projects and in delivering the required balance
of risk and return to shareholders.

Your board was therefore unanimous in deciding to pursue Amerada Hess' proposal.
The offer, which represented at the time of its announcement a premium of
approximately 28 per cent. to the closing middle market price of a LASMO share
on 3 November 2000, the last London Stock Exchange dealing day prior to the
announcement, and a premium of approximately 33 per cent. to the average closing
middle market price of a LASMO share over the 6 months prior to the
announcement, includes a significant proportion of cash whilst also providing
our shareholders with the opportunity to participate in the enlarged group. Your
board has carefully considered the benefits of the transaction for holders of
shares in the enlarged Amerada Hess group. The combination will result in a
larger, more diversified asset base with a growing production profile and strong
reserve life. In addition, we believe that combining LASMO's exploration skills
with Amerada Hess' proven development expertise will create a more competitive
company able to deliver better returns. Following extensive negotiations, your
board was unanimous in deciding that the offer from Amerada Hess should be
recommended to shareholders.

4.  MANAGEMENT AND EMPLOYEES

Amerada Hess has indicated that it attaches great importance to the skills and
experience of the management and employees of LASMO. The enlarged group will
have a broader geographic spread than either Amerada Hess or LASMO has
independently. The boards of both companies therefore believe that the
combination of Amerada Hess and LASMO, with its strong prospects for continued
growth, will provide enhanced opportunities for the employees of both groups.

Amerada Hess has given assurances to the board of LASMO that, on the offer
becoming or being declared unconditional in all respects, the accrued employment
rights of employees of LASMO, including pension rights, will be fully
safeguarded.

5.  ACTION TO BE TAKEN TO ACCEPT THE OFFER

The procedure for acceptance of the offer is set out on pages 26 to 29 of this
document and in the accompanying acceptance form. In order to accept the offer,
you should ensure that you return your completed acceptance form as soon as
possible and, in any event, so as to be received by no later than 3.00 pm
(London time), 10.00 am (New York City time) on    --   2001.

6.  RECOMMENDATION

YOUR DIRECTORS, WHO HAVE BEEN SO ADVISED BY SCHRODER SALOMON SMITH BARNEY, THEIR
FINANCIAL ADVISER, CONSIDER THE TERMS OF THE OFFER TO BE FAIR AND REASONABLE. IN
PROVIDING ADVICE TO THE

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10

DIRECTORS, SCHRODER SALOMON SMITH BARNEY HAS TAKEN INTO ACCOUNT THE DIRECTORS'
COMMERCIAL ASSESSMENTS.

ACCORDINGLY, YOUR DIRECTORS UNANIMOUSLY RECOMMEND LASMO SECURITYHOLDERS TO
ACCEPT THE OFFER. THE DIRECTORS OF LASMO HAVE IRREVOCABLY UNDERTAKEN TO ACCEPT
THE OFFER IN RESPECT OF THEIR OWN PERSONAL HOLDINGS AND THOSE OF THEIR CONNECTED
PERSONS. IN ADDITION, SCHRODER INVESTMENT MANAGEMENT LIMITED AND ELECTRAFINA
S.A., TWO OF OUR SIGNIFICANT SHAREHOLDERS, HAVE IRREVOCABLY UNDERTAKEN TO ACCEPT
THE OFFER IN RESPECT OF THEIR HOLDINGS REPRESENTING, TOGETHER WITH THE
DIRECTORS' SHAREHOLDINGS, 20.1 PER CENT. OF LASMO'S ISSUED SHARE CAPITAL.

Yours sincerely,

Antony Hichens
Chairman

Registered Office at the above address. Registered in England and Wales no.
1008965.
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11

SUMMARY TERM SHEET

The following are some of the questions you, as a holder of LASMO shares and/or
ADSs, may have and answers to those questions. We urge you to read carefully the
remainder of this document and the accompanying form of acceptance or letter of
transmittal.

--   WHO IS OFFERING TO BUY MY SHARES?

Our name is Amerada Hess. We are a Delaware corporation. We are listed on the
New York Stock Exchange (symbol: AHC).

We are a global integrated energy company engaged in the exploration and
production, purchase, transportation and sale of crude oil and natural gas, the
refining of crude oil and the sale of refined petroleum products. Exploration
and production activities take place primarily in the United States, the United
Kingdom, Norway, Denmark, Gabon, Indonesia, Thailand, Azerbaijan, Algeria and
Brazil. We have a refining joint venture in the United States Virgin Islands and
a retail marketing network focused on the East Coast of the United States.

We have total assets of approximately US$9.1 billion as of 30 September 2000 and
a market capitalisation of approximately US$5.5 billion as of that date. We had
proved oil and gas reserves of over 1 billion barrels of oil equivalent at 31
December 1999. Our oil and gas production has averaged 369,000 barrels of oil
equivalent per day for the nine months ended 30 September 2000. Our net income
for the nine months ended 30 September 2000 was US$683 million (US$7.57 per
share).

The address of our principal executive offices is 1185 Avenue of The Americas,
New York, New York 10036, and our telephone number is +1 212 997 8500.

--   WHY ARE YOU MAKING THIS OFFER?

The combination of Amerada Hess and LASMO will benefit from an expanded
exploration and production business, a strengthened international reserve
portfolio and an extended production profile. The combination will enhance our
competitive position in a consolidating industry. It will increase both cash
flow and reserves per share in the enlarged Amerada Hess group. The combination
will also increase our production from an estimated 373,000 barrels of oil
equivalent per day in 2000 to an expected 582,000 barrels of oil equivalent per
day in 2001, creating one of the largest global independent exploration and
production companies, with the necessary scale to compete effectively in the
international arena.

--   WHAT ARE THE CLASSES AND AMOUNTS OF LASMO SECURITIES SOUGHT IN THE OFFER?

We are seeking to acquire all of the issued and to be issued shares and ADSs of
LASMO. See paragraph 2 of the Letter from Goldman Sachs forming a part of this
document.

--   WHAT WOULD I RECEIVE IN EXCHANGE FOR MY LASMO SECURITIES?

We are offering to pay:

FOR EVERY 78.7 LASMO SHARES HELD             L98.29 IN CASH AND 1 NEW AMERADA HESS SHARE
FOR EVERY 78.7 LASMO ADSS HELD (EACH ADS     L294.87 IN CASH AND 3 NEW AMERADA HESS
REPRESENTING 3 LASMO SHARES)                 SHARES

At the time of the announcement of the offer, the offer valued each LASMO share
at 180 pence, based on an exchange rate of US$1.4884: L1 and the closing price
on the New York Stock Exchange of US$62 13/16 per Amerada Hess share on 3
November 2000, the last New York Stock Exchange trading day prior to the
announcement.

The offer now values each LASMO share at    --   pence, based on an exchange
rate of US$   --   : L1.00 and the closing price on the New York Stock Exchange
of US$   --   per Amerada Hess share on  -- December 2000, the last New York
Stock Exchange trading day prior to the posting of this document.

LASMO shareholders should bear in mind that fluctuations in the dollar to
sterling exchange rate from time to time will affect the sterling value of any
investment in Amerada Hess shares and any dividend income from that investment
(payable in US dollars and subject to US withholding tax).

9

12

A comparison of the rights of holders of Amerada Hess shares and those of
holders of LASMO shares is contained in Appendix VII of this document.

--   WHAT IS THE MIX AND MATCH ELECTION?

If you accept the offer, you can elect to vary the proportions of new Amerada
Hess shares and cash (and/or, where available, loan notes) which you would like
to receive, including electing to receive only cash or only new Amerada Hess
shares. However, your ability to make a mix and match election is subject to
other LASMO securityholders making opposite elections. If mix and match
elections cannot be satisfied in full, they will be scaled down on a pro rata
basis. These elections will not alter the maximum aggregate amount of Amerada
Hess shares or cash that we will pay for all the LASMO securities. Once you have
submitted your acceptance, you cannot change your mix and match election, but
you can withdraw your acceptance and related election until the end of the
initial offer period. See paragraph 4 of Part B of Appendix I of this document.

--   WHAT IS THE LOAN NOTE ALTERNATIVE?

We are providing a loan note alternative under which you can elect to receive
loan notes issued by Amerada Hess instead of cash. This alternative is not
available to US persons or certain other shareholders outside the United
Kingdom. See paragraph 5 of Part B of Appendix I and Appendix II of this
document.

--   HOW DOES THE OFFER COMPARE WITH RECENT PRICES OF LASMO SHARES?

The offer, valued at 180 pence per LASMO share at the time of the announcement
of the offer, represented a premium of approximately 28 per cent. to the closing
mid-market price of a LASMO share on 3 November 2000, the last London Stock
Exchange dealing day prior to the announcement, and a premium of approximately
33 per cent. to the average closing mid-market price of a LASMO share over the 6
months prior to the announcement.

--   DOES THE LASMO BOARD OF DIRECTORS SUPPORT THE OFFER?

The board of directors of LASMO unanimously recommends that you accept the
offer. The board of directors of LASMO, who have been so advised by Schroder
Salomon Smith Barney, their financial adviser, consider the terms of the offer
to be fair and reasonable. In providing advice to the LASMO board of directors,
Schroder Salomon Smith Barney has taken into account the directors' commercial
assessments. Each member of the board of directors has agreed to accept the
offer for all of his LASMO shares and ADSs. See the Letter from the Chairman of
LASMO in this document.

--   DO ANY OTHER SHAREHOLDERS SUPPORT THE OFFER?

We have received undertakings from two major shareholders, Schroder Investment
Management Limited and Electrafina S.A., to accept the offer, except in certain
circumstances. Accordingly, together with the undertakings we have received from
the LASMO directors, we have received undertakings to accept the offer in
respect of a total of 270,276,705 LASMO shares representing approximately 20.1
per cent of the existing LASMO ordinary share capital.

--   DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT?

The cash element of the offer will be financed from our existing cash resources
and bank facilities arranged with Goldman Sachs Credit Partners L.P. for the
purposes of this offer. The offer is not conditional upon any financing
arrangements. See paragraph 10 of the Letter from Goldman Sachs and Appendix VI
of this document.

--   IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO ACCEPT THE OFFER?

Yes. If you accept the offer, part of your consideration will be in the form of
Amerada Hess shares, and you should consider our financial condition before you
decide to become one of our shareholders through the offer.

We believe we are well positioned to provide long-term growth and to withstand
volatile energy price environments as a result of our strong cash flow, reduced
cost structure, strong production growth and strong balance sheet. At 30
September 2000, Amerada Hess' total debt to capitalisation ratio was 36 per
cent. and earnings were $683 million ($7.57 per share) for the first nine months
of the year,

10

13

higher than any full year in Amerada Hess' history. After consummation of this
transaction, Amerada Hess' debt to capitalisation ratio is expected to be 54 per
cent., falling to 42 per cent. and 28 per cent. at year end 2001 and 2002,
respectively, based on anticipated cash flows.

We have investment grade ratings on our public debt. Following announcement of
this transaction, Standard & Poor's raised its rating from BBB to BBB+, and
Moody's Investors Service confirmed its rating of Baa1.

You should also review the information set forth in Appendix III and the
documents incorporated by reference in this document which contain detailed
business, financial and other information about us.

--   HOW LONG DO I HAVE TO DECIDE WHETHER TO ACCEPT THE OFFER?

You will have until 3:00 pm, London time, 10:00 am, New York City time, on
--   2001, to decide whether to accept the offer, unless the offer is
extended. However, if you are an ADS holder and you cannot deliver everything
that is required in order to make a valid tender of LASMO ADSs by that time, you
may be able to use a guaranteed delivery procedure, which is described later in
this document. See paragraph 18 of the Letter from Goldman Sachs and paragraphs
10, 11 and 12 of Part B of Appendix I of this document.

--   WHAT IS THE DIFFERENCE BETWEEN THE INITIAL OFFER PERIOD AND THE SUBSEQUENT
OFFER PERIOD?

The initial offer period is the time during which withdrawal rights apply. The
initial offer period is the period from the date of this document until the time
and date (not being before 3.00 pm (London time), 10.00 am (New York City time)
on -- 2001) on which all the conditions are satisfied, fulfilled or, to the
extent permitted, waived or, if earlier, the time and date on which the offer
lapses.

The subsequent offer period starts as soon as the initial offer period
terminates. The subsequent offer period must remain open for at least 14
calendar days but we may extend it beyond that time until a further specified
date or until further notice. During the subsequent offer period no withdrawal
rights apply, except in limited circumstances. See paragraph 4 of Part B of
Appendix I of this document.

--   CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES?

Yes. If all of the conditions to the offer have not been either satisfied,
fulfilled or, to the extent permitted, waived by Amerada Hess by 3:00 pm, London
time, 10:00 am, New York City time, on    --   2001, Amerada Hess may choose,
but shall not be obliged, to extend the initial offer period. We may also be
required to extend the initial offer period under applicable UK and US
securities laws if there is a material change in the offer. Once all the
conditions have been either satisfied, fulfilled or, to the extent permitted,
waived by Amerada Hess, we will extend the offer for a subsequent offer period
of at least 14 calendar days. See paragraph 1 of Part B of Appendix I of this
document.

--   HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?

If we extend the offer, we will make a public announcement of the extension, not
later than 8:00 am London time and 8:00 am New York City time, on the next
business day after the day on which the offer was scheduled to expire. See
paragraph 3 of Part B of Appendix I of this document.

We will also announce by 8.00 am London time and 8.00 am New York City time on
the day following the end of the initial offer period that there will be a
subsequent offer period. The subsequent offer period will remain open for at
least 14 calendar days but we may extend it beyond that time until a further
specified date or until further notice.

--   WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?

-  We are not obliged to purchase any LASMO shares and/or LASMO ADSs unless
we have received valid acceptances (which have not been properly
withdrawn) in respect of at least 90 per cent. of the LASMO shares
(including LASMO shares represented by LASMO ADSs) to which the offer
relates. We may reduce this percentage, subject to certain limits. At
least five business days prior to any reduction, we will announce that
we may do this through a press release and newspaper advertisement of
general circulation in the United States.

-  We are not obliged to purchase any LASMO shares and/or LASMO ADSs unless
the new Amerada Hess shares to be issued under the offer have been
authorized for listing on the

11

14

New York Stock Exchange and the registration statement that we have filed
with the SEC has been declared effective.

-  We are not obliged to purchase any LASMO shares and/or LASMO ADSs if,
among other things, the offer has been referred to the United Kingdom
Competition Commission by the Secretary of State for Trade and Industry
or the applicable waiting period under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has
not expired or been waived.

See paragraph 7 of the Letter from Goldman Sachs, Part A of Appendix I and Part
B of Appendix I of this document.

--   HOW DO I ACCEPT THE OFFER?

To accept the offer, you must deliver the certificates representing your LASMO
shares or your LASMO ADRs, together with a completed form of acceptance in the
case of LASMO shares or a completed letter of transmittal in the case of ADSs,
to the UK Receiving Agent or the US Depositary, respectively, not later than the
time the offer expires. If your shares or ADSs are held in "street name" in the
United States, your nominee can tender them through the applicable book entry
transfer system. In the case of ADSs, if you cannot get any document or
instrument that is required to be delivered by the expiration of the offer, you
may gain some time by following the procedures for guaranteed delivery. See
paragraph 18 of the Letter from Goldman Sachs and paragraphs 10, 11 and 12 of
Part B of Appendix I of this document.

--   UNTIL WHAT TIME CAN I WITHDRAW MY ACCEPTANCE?

A LASMO securityholder who accepts the offer will be entitled to withdraw the
acceptance at any time until the end of the initial offer period. Thereafter,
withdrawals will not be possible except in very limited circumstances (i.e. if
Amerada Hess has failed to make certain announcements required by the City Code
or if it withdraws an announcement that the offer will not be increased or
further extended after a particular date). See paragraph 19 of the Letter from
Goldman Sachs and paragraph 4 of Part B of Appendix I of this document.

--   HOW DO I WITHDRAW MY ACCEPTANCE?

To withdraw shares or ADSs, you must deliver a written notice of withdrawal with
the required information to the UK Receiving Agent or the US Depositary,
respectively, while you still have the right to withdraw the shares or ADSs. See
paragraph 4 of Part B of Appendix I of this document.

--   WILL THE OFFER BE FOLLOWED BY A COMPULSORY ACQUISITION?

Yes. If all of the conditions to the offer are either satisfied, fulfilled or,
where permitted, waived and we have acquired 90 per cent. in nominal value of
LASMO shares (including LASMO shares represented by LASMO ADSs) then we will be
entitled to and intend to acquire all remaining LASMO shares and LASMO ADSs
pursuant to the Companies Act. Holders of LASMO shares and LASMO ADSs subject to
the compulsory acquisition would receive the same consideration as those holders
of LASMO shares and LASMO ADSs who accept the offer. See paragraph 24 of the
Letter from Goldman Sachs and paragraph 11 of Appendix VI of this document.

--   IF I DECIDE NOT TO ACCEPT, HOW WILL THE OFFER AFFECT MY SECURITIES?

If we are able to, we will acquire all LASMO shares and LASMO ADSs for which we
have not received acceptances pursuant to the compulsory acquisition provisions
of the Companies Act. We also intend to apply, or request that LASMO apply, to
the New York Stock Exchange, the London Stock Exchange and the UK Listing
Authority to have the LASMO ADSs and LASMO shares de-listed, terminate the
deposit agreement through which the ADS programme is operated and seek to have
the registration of the LASMO ADSs and LASMO shares under the Exchange Act
terminated. Termination of registration under the Exchange Act would
substantially reduce the information required to be furnished to holders of the
LASMO ADSs and LASMO shares and would make some other provisions of the Exchange
Act inapplicable to LASMO. See paragraph 24 of the Letter from Goldman Sachs and
paragraph 13 of Appendix VI of this document.

12

15

--   WHAT IS THE MARKET VALUE OF MY LASMO SECURITIES AS OF A RECENT DATE?

On 3 November 2000, the last dealing day before we announced the offer, the
closing mid-market price of LASMO shares reported on the London Stock Exchange
was 141 pence per share and the last sale price of ADSs reported on the New York
Stock Exchange was US$6 1/4. Between 3 November 1999 and 3 November 2000, the
price of LASMO shares ranged between 89.5 pence and 155.5 pence per share and
the price of LASMO ADSs ranged from US$4 7/16 and US$7 1/4 per ADS. We advise
you to obtain a recent quotation for LASMO shares and LASMO ADSs in deciding
whether to accept the offer. See paragraph 16 of the Goldman Sachs Letter and
paragraph 3 of Appendix VI of this document.

--   WILL I HAVE TO PAY ANY FEES OR COMMISSIONS?

If you are the record owner of your LASMO shares and/or LASMO ADSs and you
accept the offer, you will not have to pay brokerage fees or similar expenses.
If you own your LASMO shares and/or LASMO ADSs through a broker or other
nominee, and your broker accepts the offer on your behalf, your broker or
nominee may charge you a fee for doing so. You should consult your broker or
nominee to determine whether any charges will apply. See paragraphs 2 and 5 of
the Letter from Goldman Sachs and Appendix II of this document.

--   WILL I BE TAXED ON THE AMERADA HESS SHARES AND CASH THAT I RECEIVE?

For UK tax purposes, a UK resident holder will generally realise an immediate
chargeable gain or allowable loss to the extent that he receives cash under the
offer. To the extent that such a holder receives Amerada Hess shares and/or loan
notes, a further amount of chargeable gain or allowable loss on the holder's
LASMO shares will generally be rolled over into those Amerada Hess shares
and/or, in the case of loan notes, rolled over (for a non-corporate holder) or
held over (for a corporate holder) for UK capital gains tax purposes.

For US federal income tax purposes, a US holder generally will recognize gain or
loss upon the receipt of Amerada Hess shares and cash in exchange for such
holder's LASMO shares or LASMO ADSs pursuant to the offer in an amount equal to
the difference between (a) the sum of (i) the fair market value of such Amerada
Hess shares received and (ii) the US dollar value on the date of receipt of the
pounds sterling that would have been received (it is unclear whether the date of
receipt for this purpose is the date that cash is made available by Amerada Hess
to the relevant payment agent or the date that cash is received by a US holder)
and (b) the US holder's adjusted tax basis in the LASMO shares or LASMO ADSs, as
the case may be.

Further information regarding the application of both US and UK tax laws to
LASMO securityholders who accept the offer is set out in paragraphs 14 and 15 of
Appendix VI of this document.

--   IF I CHOOSE TO ACCEPT THE OFFER, HOW WILL MY RIGHTS AS AN AMERADA HESS
SHAREHOLDER DIFFER FROM MY RIGHTS AS A LASMO SECURITYHOLDER?

An explanation of the material differences between the rights of LASMO
securityholders and Amerada Hess shareholders is contained in Appendix VII of
this document.

--   HOW WILL THIS TRANSACTION BE TREATED FOR ACCOUNTING PURPOSES?

The transaction will be accounted for using the purchase method of accounting.
See paragraph 17 of the Letter from Goldman Sachs.

--   WHERE CAN I FIND MORE INFORMATION ABOUT AMERADA HESS AND LASMO?

You can find more information about Amerada Hess and LASMO from various sources
described in the sections entitled "Where You Can Find Additional Information
about Amerada Hess" in Appendix III to this document and "Where You Can Find
Additional Information about LASMO" in Appendix IV to this document.

--   WHO CAN ANSWER QUESTIONS I MIGHT HAVE ABOUT THE OFFER?

If you have any questions about the offer, you should contact the Information
Agent, D.F. King & Co., Inc. in the UK on 0800 169 6962 and in the US on 1 (800)
628 8536 (Toll-Free). If you have any questions about procedures for acceptance
of the offer in the UK, you should contact the UK Receiving Agent, Computershare
Services PLC, on 0870 703 0056.

13

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AMERADA HESS
SELECTED HISTORICAL FINANCIAL INFORMATION

The following selected financial information, which is presented in accordance
with US GAAP, has been derived from the consolidated financial statements of
Amerada Hess and should be read in conjunction with the consolidated financial
statements and notes thereto incorporated herein by reference. The unaudited
financial information presented below for the nine month periods ended 30
September 2000 and 1999 reflects all normal and recurring adjustments which, in
the opinion of management, are necessary for a fair presentation of Amerada
Hess' results of operations and financial position.

NINE MONTHS
ENDED
30 SEPTEMBER                    YEARS ENDED 31 DECEMBER
-----------------   ----------------------------------------------------
2000      1999      1999        1998       1997       1996       1995
MILLIONS, EXCEPT PER SHARE DATA          -------   -------   -------     -------    -------    -------    -------

INCOME STATEMENT DATA
Sales and other operating revenues...  $ 8,308   $ 4,770   $ 7,039     $ 6,580    $ 8,224    $ 8,270    $ 7,299
Net income (loss)....................      683       307       438(3)     (459)(4)       8       660(5)    (394)(6)
Net income (loss) per share
(diluted)..........................     7.57      3.40      4.85       (5.12)       .08       7.09      (4.26)
Common dividends per share...........  $   .45   $   .45   $   .60     $   .60    $   .60    $   .60    $   .60
Weighted average number of shares
outstanding (diluted)..............       90        90        90          90         92         93         93
BALANCE SHEET DATA (AT PERIOD END)
Cash and cash equivalents............  $   259   $    26   $    41     $    74    $    91    $   113    $    56
Working capital......................      359       187       249          90        464        690        358
Property, plant and equipment
(net)..............................    4,198     4,228     4,052       4,192      5,191      4,907      5,370
Total assets.........................    9,069     7,939     7,728       7,883      7,935      7,784      7,756
Total debt...........................    1,999     2,401     2,310       2,652      2,127      1,939      2,718
Stockholders' equity.................    3,543     2,927     3,038       2,643      3,216      3,384      2,660
Stockholders' equity per share.......  $ 40.00   $ 32.27   $ 33.51     $ 29.26    $ 35.16    $ 36.35    $ 28.60

(1) Amerada Hess uses the "successful efforts" method of accounting for oil and
gas exploration and production activities.

(2) On January 1, 1999, Amerada Hess adopted the last-in, first-out (LIFO)
inventory method for refining and marketing inventories.

(3) Includes after-tax gains on asset sales of $176 and special tax benefits of
$55, partially offset by impairment of assets and operating leases (after
income taxes) of $100.

(4) Reflects after-tax special charges aggregating $263 representing impairments
of assets and operating leases, a net loss on asset sales and accrued
severance.

(5) Includes after-tax gains on asset sales of $421.

(6) Includes after-tax impairments of $416.

LASMO
SELECTED HISTORICAL FINANCIAL INFORMATION

The following summary financial data, which is presented in accordance with UK
GAAP, has been derived for the five years ended 31 December 1999 from the
consolidated financial statements of LASMO and for the six month periods ended
30 June 2000 and 1999 from the condensed financial statements of LASMO, and
should be read in conjunction with those statements and notes thereto,
incorporated herein by reference. A reconciliation between UK GAAP and US GAAP
with respect to the summary information below is included in the documents
incorporated by reference.

SIX MONTHS
ENDED
30 JUNE                        YEARS ENDED 31 DECEMBER
-----------------     ---------------------------------------------------
2000      1999        1999       1998       1997       1996       1995
MILLIONS, EXCEPT PER SHARE DATA         -------   -------     -------    -------    -------    -------    -------

INCOME STATEMENT DATA
Sales and other operating
revenues.........................   L   463   L   216     L   594    L   484    L   639    L   644    L   550
Net income (loss)..................       120        19         136      (416)         40         55         18
Net income (loss) per share
(diluted) -- pence...............      9.0p      2.0p       10.7p    (43.70)p      4.2p       5.8p       1.9p
Common dividends per share --
pence............................       Nil       Nil        2.5p       2.3p       2.3p       2.0p       1.3p
Weighted average number of shares
outstanding......................     1,333       952       1,143        966        966        966        966

14

17

SIX MONTHS
ENDED
30 JUNE                        YEARS ENDED 31 DECEMBER
-----------------     ---------------------------------------------------
2000      1999        1999       1998       1997       1996       1995
MILLIONS, EXCEPT PER SHARE DATA         -------   -------     -------    -------    -------    -------    -------

BALANCE SHEET DATA (AT PERIOD END)
Cash...............................   L   314   L   483     L   384    L   459    L   383    L   353    L   444
Working capital....................       276       444         323        532        319        348        350
Property, plant and equipment
(net)............................     2,518     2,470       2,434      1,867      2,255      1,925      2,194
Total assets.......................     3,076     3,184       3,132      2,772      2,890      2,531      2,920
Total debt.........................     1,106     1,314       1,060      1,318      1,184        886      1,301
Stockholders' equity...............     1,467     1,390       1,326      1,281      1,297        913      1,468
Stockholders' equity per share
(pounds per share)...............   L  1.10   L  1.50     L  1.20    L  1.30    L  1.40    L  1.00    L  1.60

EXCHANGE RATE INFORMATION

The financial statements of LASMO are prepared in pounds sterling. The following
table sets forth, for the periods indicated, information concerning the noon
buying rate in The City of New York for cable transfers as certified by the
Federal Reserve Bank of New York for customs purposes for pounds sterling,
expressed in US dollars per pound sterling. The average rate is calculated by
using the average of the noon buying rates in The City of New York on each day
during a monthly period, and on the last day of each month during an annual
period.

HIGH      LOW      END     AVERAGE RATE
-----    -----    -----    ------------

NINE MONTHS ENDED 30 SEPTEMBER 2000.................  $1.65    $1.40    $1.48       $1.54

HIGH      LOW      END     AVERAGE RATE
YEAR ENDED 31 DECEMBER                                -----    -----    -----    ------------

1999................................................  $1.68    $1.55    $1.62       $1.62
1998................................................  $1.72    $1.61    $1.66       $1.66
1997................................................  $1.70    $1.58    $1.64       $1.64
1996................................................  $1.71    $1.49    $1.71       $1.57
1995................................................  $1.64    $1.53    $1.55       $1.68

As of 5 December 2000 the noon buying rate for pounds sterling was $1.4410.
Amerada Hess makes no representation that the amounts of sterling presented in
this Offer Document have been, could have been or could be converted into US
dollars at the rates indicated above.

15

18

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following selected unaudited pro forma financial information, which is
presented in accordance with US GAAP, gives effect to the consummation of the
Offer using the purchase method of accounting for business combinations. The pro
forma selected financial data is based on the historical financial information
of Amerada Hess and LASMO and should be read in conjunction with the historical
financial statements, including footnotes.

The selected unaudited pro forma balance sheet data is presented as if the
transaction occurred on 30 September 2000. The selected unaudited pro forma
income statement data for the year ended 31 December 1999, and the nine months
ended 30 September 2000, are presented as if the business combination had been
completed on 1 January 1999.

The selected unaudited pro forma financial data are presented for illustrative
purposes only. They are based on assumptions and do not purport to be indicative
of the results of operations or the financial position that would have actually
occurred if the combination had been consummated on the dates indicated or that
may be expected in the future.

The unaudited pro forma financial information does not reflect any cost savings
or anticipated changes in expenses reflecting efficiencies resulting from
combining operations.

NINE MONTHS ENDED              YEAR ENDED
30 SEPTEMBER 2000           31 DECEMBER 1999
------------------------   ------------------------
PRO FORMA                  PRO FORMA
AMERADA       AMERADA      AMERADA       AMERADA
HESS         HESS          HESS         HESS
(HISTORICAL)   AND LASMO   (HISTORICAL)   AND LASMO
MILLIONS, EXCEPT PER SHARE DATA                    ------------   ---------   ------------   ---------

INCOME STATEMENT DATA
Sales and other operating revenues.............    $ 8,308       $ 9,395      $ 7,039       $ 8,001
Net income.....................................        683           685          438           248
Net income per share (diluted).................       7.57          6.38         4.85          2.31
Common dividends per share.....................        .45           .45          .60           .60
Weighted average number of shares outstanding
(diluted)...................................         90           107           90           107

NINE MONTHS ENDED
30 SEPTEMBER 2000
---------------------------
PRO FORMA
AMERADA          AMERADA
HESS            HESS
(HISTORICAL)      AND LASMO
------------      ---------

BALANCE SHEET DATA (AT PERIOD END)
Cash and cash equivalents.................................    $   259          $   319
Working capital...........................................        359              461
Property, plant and equipment (net).......................      4,198            9,467
Total assets..............................................      9,069           15,928
Total debt................................................      1,999            5,774
Stockholders' equity......................................      3,543            4,618
Stockholders' equity per share............................    $ 40.00          $ 43.16

16

19

LOGO

--   2000

To all holders of LASMO Securities and, for information only, to participants in
the LASMO Share Option Schemes, the LASMO Profit Sharing Scheme and the Monument
1996 Participating Share Plan

Dear Sir or Madam,

AMERADA HESS CORPORATION
RECOMMENDED CASH AND SHARE OFFER FOR
LASMO PLC

1.  INTRODUCTION

On 6 November 2000, the boards of Amerada Hess and LASMO announced that they had
reached agreement with respect to the terms of a recommended cash and share
offer for the entire issued and to be issued share capital of LASMO. This letter
contains the terms of the formal Offer by Goldman Sachs on behalf of Amerada
Hess (except in the United States, where Amerada Hess is making the Offer on its
own behalf) and should be read in conjunction with the accompanying Acceptance
Form.

Your attention is drawn to the letter from the Chairman of LASMO on pages 6 to 8
of this document which states that the directors of LASMO, who have been so
advised by Schroder Salomon Smith Barney, consider the terms of the Offer to be
fair and reasonable. In providing its advice to the directors of LASMO, Schroder
Salomon Smith Barney has taken into account the commercial assessments of the
directors of LASMO. Accordingly, the directors of LASMO unanimously recommend
all LASMO Securityholders to accept the Offer, as they have agreed to do
themselves in respect of their aggregate holdings of 324,311 LASMO Shares.

TO ACCEPT THE OFFER, THE RELEVANT ACCEPTANCE FORM, TOGETHER WITH ALL OTHER
REQUIRED DOCUMENTS, MUST BE COMPLETED AND RETURNED AS SOON AS POSSIBLE BUT, IN
ANY EVENT, SO AS TO BE RECEIVED BY NO LATER THAN 3.00 PM (LONDON TIME), 10.00 AM
(NEW YORK CITY TIME), ON    --   2001. The procedure for acceptance of the Offer
is set out on pages 26 to 29 of this document and in the accompanying Acceptance
Form.

2.  THE OFFER

Amerada Hess and Goldman Sachs on behalf of Amerada Hess (outside the United
States) are offering to acquire, subject to the Conditions and the further terms
set out or referred to in this document and in the relevant Acceptance Form, all
of the LASMO Securities on the following basis:

FOR EVERY 78.7 LASMO SHARES HELD              L98.29 IN CASH AND 1 NEW AMERADA HESS SHARE
FOR EVERY 78.7 LASMO ADSS HELD                L294.87 IN CASH AND 3 NEW AMERADA HESS SHARES
(EACH ADS REPRESENTING 3 LASMO SHARES)

At the time of the Announcement, the Offer valued each LASMO Share at 180 pence
and LASMO's issued share capital (allowing for LASMO's estimate of likely
dilution by the exercise of outstanding options) at approximately L2.4 billion
based in each case on the Closing Price per Amerada Hess Share of US$62 13/16 on
3 November 2000 (the last NYSE trading day prior to the Announcement) and an
exchange rate of US$1.4484: L1.00. The cash element of the consideration
represents approximately 125 pence per LASMO Share.

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The Offer now values each LASMO Share at    --   pence, based on an exchange
rate of US$   --   : L1.00 and the NYSE Closing Price of US$   --   per Amerada
Hess Share on  -- December 2000, the last NYSE trading day prior to the posting
of this document.

The Offer (valued at 180 pence per LASMO Share at the time of the Announcement)
represented a premium of approximately 28 per cent. to the Closing Price of a
LASMO Share at the close of business on 3 November 2000, the last London Stock
Exchange dealing day prior to the Announcement, and a premium of approximately
33 per cent. to the average Closing Price of a LASMO Share over the 6 months
prior to the Announcement.

The Offer will result in the issue of up to approximately 17.1 million Amerada
Hess Shares (representing approximately 16.3 per cent. of the ordinary share
capital of Amerada Hess, as enlarged as a result of the Offer).

The Offer extends to all LASMO Shares (including LASMO Shares represented by
LASMO ADSs) unconditionally allotted or issued at the date of the Offer Document
and any further such shares which are unconditionally allotted or issued while
the Offer remains open for acceptance or on or before such earlier time and/or
date as Amerada Hess may (subject to the City Code, US securities laws and/or
with the consent of the Panel) decide.

The number of Amerada Hess Shares which will be issued on full acceptance of the
Offer is expected not to exceed approximately 17.1 million on the basis that, as
at 3 November 2000, 1,344,328,323 LASMO Shares had been issued (including LASMO
Shares represented by LASMO ADSs) and it is reasonable, in LASMO's opinion, to
expect that a further 3,121,406 new LASMO Shares may be issued during the
relevant period as a result of the exercise of options. Amerada Hess reserves
the right to adjust the Offer consideration, by reducing rateably the aggregate
number of Amerada Hess Shares to be issued under the Offer, if any issue of
LASMO Shares in excess of these amounts would mean that Amerada Hess would
otherwise be obliged to issue more than 17.18 million new Amerada Hess Shares
under the Offer or pursuant to the statutory compulsory acquisition arrangements
under Section 429 of the Companies Act. In that event, LASMO Securityholders
will instead be entitled to receive cash at a rate of L43.37 for each Amerada
Hess Share by which the Offer consideration is so adjusted. This represents the
NYSE Closing Price of an Amerada Hess Share on 3 November 2000, the last NYSE
trading day prior to the Announcement, translated into sterling at the rate of
US$1.4484: L1.00.

All LASMO Securities which are acquired by Amerada Hess under the Offer will be
acquired fully paid and free from all liens, equities, charges, equitable
interests, encumbrances and other interests and together with all rights now or
hereafter attaching thereto, including the right to receive and retain all
dividends and other distributions declared, made or payable after 6 November
2000.

3.  BACKGROUND TO AND REASONS FOR THE OFFER

Amerada Hess' strategy is focused on the continued expansion of its exploration
and production business, the primary driver of future income growth. Refining
and marketing will play a smaller but more profitable role in its portfolio than
it has in the past.

The acquisition of LASMO, a pure exploration and production company, will add
significantly to Amerada Hess' oil and gas reserves and production profile. It
will also create a more balanced investment portfolio due to the complementary
nature of their assets, cashflows and investment opportunities. Further, given
the significant geographical overlap of both companies, Amerada Hess anticipates
significant synergies.

Amerada Hess has hedged its foreign exchange exposure to lock in the purchase
price of the transaction and has hedged volumes equivalent to substantially all
of LASMO's anticipated 2001 oil production to support the accretive nature of
the transaction to earnings and cash flow and permit significant debt paydown
(it being understood that this statement is not intended to mean that Amerada
Hess' earnings or earnings per share for any period will necessarily exceed
those of any previous period).

Amerada Hess' management believes this combination will:

-  continue the transformation of Amerada Hess into an exploration and
production company; exploration and production is expected to represent
approximately 76 per cent. of average capital employed at year end 2001
on a pro-forma basis (compared with 59 per cent. at year end 2000 for
Amerada Hess on a stand-alone basis);

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-  achieve Amerada Hess' strategic objective to increase its international
reserves outside the US and North Sea; international proved reserves
will be increased to 42 per cent. on a pro-forma basis from 14 per cent.
of total proved reserves at year-end 1999;

-  enhance Amerada Hess' production growth from 5 per cent. pre-acquisition
to 6 per cent. post-acquisition on a compound annual basis through 2004,
while significantly extending its proved reserve life from 8.2 to 9.8
years;

-  add high quality operated reserves at an attractive cost of US$5.49 per
proved boe;

-  increase reserves per share from 11.3 proved boe per share at year end
1999 to 17.2 proved boe per share on a pro-forma basis;

-  generate approximately US$130 million of annual pre-tax synergies
(approximately US$90 million of annual synergies after tax);

-  preserve balance sheet flexibility through the issuance of equity
amounting to 31 per cent. of the value of the Offer to continue Amerada
Hess' ability to fund its capital expenditures and its share repurchase
programme;

-  be accretive to Amerada Hess' internal 2001 estimate of earnings per
share and cash flow per share (by 2.5 per cent. and 17.8 per cent.
respectively) based on futures prices (it being understood that this
statement is not intended to mean that Amerada Hess earnings or earnings
per share for any period will necessarily exceed those of any previous
period);

-  increase Amerada Hess' production from an estimated 373,000 boe per day
in 2000 to an expected 582,000 boe per day in 2001 on a pro-forma basis,
making Amerada Hess one of the largest global independent exploration
and production companies with the scale to access a broader range of
investment opportunities that meet its financial goals.

4.  MIX AND MATCH ELECTION

LASMO Securityholders who validly accept the Offer may elect under the Mix and
Match Election to vary the proportions in which they receive Amerada Hess Shares
and cash and/or Loan Notes, if applicable, in respect of their LASMO Securities.
Insofar as a LASMO Securityholder is entitled to receive additional cash under
the Mix and Match Election, it will be payable in an amount per Amerada Hess
Share equal to the sterling equivalent of the Closing Price, at the relevant
time, of each such Amerada Hess Share to which the shareholder would have been
entitled under the basic terms of the Offer if the shareholder had not elected
to receive additional cash. The relevant time for ascertaining the value of an
Amerada Hess Share for these purposes will be the close of trading on the NYSE
on the most recent NYSE trading day before the LASMO Securityholder's
entitlement under the Mix and Match Election falls to be determined. The
sterling equivalent will be determined at the US dollar to pound sterling
exchange rate at that time, as determined by Goldman Sachs.

Although the Offer will remain open for a Subsequent Offer Period of at least 14
calendar days after the date on which the Offer becomes or is declared
unconditional in all respects (at the end of the Initial Offer Period) and may
be extended beyond that time until a further specified date or until further
notice, the Mix and Match Election will remain open until but not beyond 3.00 pm
(London time), 10.00 am (New York City time) on the date falling five calendar
days after the Offer becomes or is declared unconditional in all respects. Mix
and Match Elections must be made at the same time as the acceptances of the
Offer to which they relate, on the relevant Acceptance Form.

The maximum number of new Amerada Hess Shares to be issued under the Offer and
the maximum amount of cash to be paid under the Offer will not be varied as a
result of the Mix and Match Election. Accordingly, the ability of a LASMO
Securityholder to make a Mix and Match Election will depend on the extent to
which other LASMO Securityholders make opposite elections. To the extent that
elections cannot be satisfied in full, they will be scaled down on a pro rata
basis. To the extent that elections can be satisfied, LASMO Securityholders will
receive new Amerada Hess Shares instead of cash (and/or Loan Notes, if
applicable), and vice versa.

Accordingly, LASMO Securityholders who make Mix and Match Elections will not
know the exact number of new Amerada Hess Shares or the amount of cash (and/or
Loan Notes) they will receive until settlement of the consideration under the
Offer, although an announcement of the approximate extent to

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which Mix and Match Elections will be satisfied will be made two days after the
Mix and Match Election ceases to be open for acceptance.

In addition, Amerada Hess reserves the right to limit the extent to which
elections by LASMO Securityholders under the Mix and Match Election (or any
subsequent mix and match election) will be capable of being satisfied by cash
and/or Amerada Hess Shares released by opposite elections by other LASMO
Securityholders insofar as it determines this to be necessary or desirable with
a view to ensuring that the aggregate number of Amerada Hess Shares and the
aggregate amount of cash payable to all LASMO Securityholders do not exceed the
levels which would apply in the event of full acceptance of the Offer with a
single closing date for the Mix and Match Election, whether as a result of the
operation of the provisions of Sections 429 to 430F of the Companies Act (which
permit compulsory acquisition of outstanding shares following a takeover offer)
or otherwise.

A Mix and Match Election made by a LASMO Securityholder may not be changed after
the time that it is first made on the relevant Acceptance Form. However,
acceptances including the associated Mix and Match Election may be withdrawn in
accordance with the procedures in paragraph 4 of Part B of Appendix I. This
right of withdrawal, except in the limited circumstances set out in paragraphs 4
(b), (c) and (d) of Part B of Appendix I, terminates at the time that the Offer
becomes unconditional in all respects (i.e. at the end of the Initial Offer
Period). Accordingly, Mix and Match Elections made in the 5 calendar day period
between the end of the Initial Offer Period and the time and date at which the
Mix and Match Election ceases to be open for acceptance cannot be changed or
withdrawn.

The Mix and Match Election is conditional upon the Offer becoming or being
declared unconditional in all respects. Your attention is drawn to paragraph 18
of this letter and to paragraph 5 of part B of Appendix 1 of this document which
set out the procedure for making a Mix and Match Election.

5.  THE LOAN NOTE ALTERNATIVE

As an alternative to some or all of the cash consideration which would otherwise
be receivable under the Offer (including the Mix and Match Election), accepting
LASMO Shareholders (other than US persons and certain other shareholders not
resident in the United Kingdom) will be able to elect to receive Loan Notes to
be issued by Amerada Hess on the following basis:

FOR EVERY L1 OF CASH CONSIDERATION UNDER THE OFFER      L1 NOMINAL VALUE OF LOAN
NOTES

The Loan Notes, which will be governed by English law, will be unsecured
obligations of Amerada Hess and will be issued, credited as fully paid, in
integral multiples of L1 nominal value. All fractional entitlements will be
disregarded and not paid.

Goldman Sachs has advised that, based on market conditions on  -- December 2000
(the latest practicable day prior to the posting of this document), the value of
the Loan Notes (had they been in issue on that day) would have been not less
than    --   pence per L1 in nominal value.

The Loan Notes will be transferable (subject to certain conditions) in multiples
of L500 or such lower number as Amerada Hess may approve, but no application
will be made for them to be listed or dealt in on any stock exchange.

The Loan Notes have not been, and will not be, registered under the Securities
Act or under the laws of any State of the United States nor have any steps been
taken, nor will any be taken, to enable the Loan Notes to be offered in
compliance with applicable securities laws of Canada or Japan and no prospectus
in relation to the Loan Notes has been, or will be, lodged with the Australian
Securities Commission. Accordingly, the Loan Notes may not be offered, sold,
resold, delivered or distributed directly or indirectly, in or into the United
States, or to or for the account or benefit of any US person, except pursuant to
an exemption from, or in a transaction exempt from, or not subject to, the
requirements of the Securities Act or the relevant securities laws of any State
of the United States. The Loan Notes may not be offered, resold, sold or
delivered, or distributed directly or indirectly, in or into Canada, Australia
or Japan.

The Loan Notes will bear interest (from but excluding the date of issue to the
relevant holder of Loan Notes) payable (subject to any requirement to deduct tax
therefrom) semi-annually in arrears on 30 June and 31 December in each year, or
(if in any year the relevant date is not a business day) on the next following
business day, commencing on 2 July 2001, up to and including 31 December 2005,
at a rate of 0.5 per cent. below LIBOR for six month sterling deposits
determined on the first business day of

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each interest period. The first interest payment will be made on 2 July 2001 in
respect of the period up to (but excluding) 2 July 2001.

The Loan Notes will be redeemable at par at the option of the holders, in whole
or in any part (being L500 in nominal amount or any integral multiple thereof),
on 31 December 2001 and on any subsequent interest payment date. If at any time
5 per cent. or less in nominal value of the Loan Notes issued remain
outstanding, Amerada Hess shall have the right on any interest payment date
falling on or after 31 December 2001 to redeem all of the outstanding Loan Notes
at par, together with accrued interest. Any Loan Notes outstanding on 31
December 2005 will be redeemed at par (together with any accrued interest) on
that date.

No Loan Notes will be issued unless, at the time the Offer becomes or is
declared unconditional in all respects, valid elections for the Loan Note
Alternative will result in the issue of at least L2 million in aggregate nominal
value of Loan Notes or such smaller amount as Amerada Hess may decide. If
insufficient elections are received, the LASMO Shareholders who validly accept
the Offer and elect to receive Loan Notes will instead receive cash in
accordance with the terms of the Offer (including the Mix and Match Election).

The Loan Note Alternative is conditional on the Offer becoming or being declared
unconditional in all respects and will remain open for so long as the Offer
remains open for acceptance. Further details of the terms of the Loan Note
Alternative are set forth in Appendix II.

6.  IRREVOCABLE UNDERTAKINGS

Amerada Hess has received irrevocable undertakings to accept the Offer from the
Directors of LASMO in respect of their entire holdings, amounting, in aggregate,
to 324,311 LASMO Shares representing 0.02 per cent. of the issued share capital
of LASMO. Such undertakings will cease to be binding only if the Offer lapses or
is withdrawn.

The Announcement stated that Amerada Hess had also received irrevocable
undertakings from Schroder Investment Management Limited and Electrafina S.A. to
accept the Offer in respect of an aggregate of approximately 276,279,208 LASMO
Shares, representing approximately 20.56 per cent. of LASMO's issued share
capital. Schroder Investment Management Limited, being a fund manager, has given
an undertaking to accept the Offer in respect of 177,943,047 LASMO Shares
insofar as the relevant clients have not withdrawn or altered their mandate (in
a manner inconsistent with acceptance) at the time required for acceptance.
Schroder Investment Management Limited has notified Amerada Hess that its
undertaking applies to 171,616,233 LASMO Shares and not 177,943,047 LASMO Shares
as stated in the Announcement. Therefore, the irrevocable undertakings received
from the above institutions in fact represent an aggregate of 269,952,394 LASMO
Shares, representing approximately 20.08 per cent. of LASMO's issued share
capital.

The undertakings from Schroder Investment Management Limited and Electrafina
S.A. will cease to be binding if a third party makes an offer for the fully
diluted ordinary share capital of LASMO the value of which, upon announcement,
is more than 10 per cent. greater than 180p per LASMO Share or, if less, the
value of the Offer per LASMO Share at the close of the NYSE trading day
immediately preceding announcement of the new offer.

Accordingly, Amerada Hess has received irrevocable undertakings in respect of a
total of 270,276,705 LASMO Shares representing approximately 20.1 per cent. of
the existing issued LASMO ordinary share capital.

7.  CONDITIONS AND FURTHER TERMS OF THE OFFER

The Offer (including the Loan Note Alternative) is subject to the Conditions and
further terms set out in Appendix I.

8.  INFORMATION RELATING TO AMERADA HESS

Amerada Hess, headquartered in New York, is a global integrated energy company
engaged in the exploration for and the production, purchase, transportation and
sale of crude oil and natural gas, the refining of crude oil and the sale of
refined petroleum products. Exploration and production activities take place
primarily in the United States, the United Kingdom, Norway, Denmark, Gabon,
Indonesia, Thailand, Azerbaijan, Algeria and Brazil.

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Amerada Hess produces approximately 370,000 barrels of oil equivalent per day,
two-thirds oil and one-third natural gas. Amerada Hess' total proved oil and gas
reserves as at 31 December 1999 were over 1 billion boe.

Amerada Hess' vision is to deliver superior returns while providing long-term
profitable growth. The acquisition of LASMO furthers Amerada Hess' strategy to
expand its exploration and production operations outside of the United States
and the North Sea and increase reserves outside these areas to at least
one-third of total reserves. Brazil, Venezuela, Africa, Central Asia and
Southeast Asia are all target areas.

Amerada Hess' future strategy will involve a balance among exploration, reserve
developments and reserve acquisitions. Amerada Hess is well positioned to
provide long-term growth and withstand volatile energy price environments as a
result of its strong cash flow, reduced cost structure, strong production growth
and strong balance sheet. At 30 September 2000, Amerada Hess' total debt to
capitalisation ratio was 36 per cent. and earnings were $683 million ($7.57 per
share) for the first nine months of the year, higher than any full year in
Amerada Hess' history. After consummation of this transaction, Amerada Hess'
debt to capitalisation ratio is expected to be 54 per cent., falling to 42 per
cent. and 28 per cent. at year end 2001 and 2002 respectively, based on
anticipated cash flows.

Refining and marketing has become a smaller, but more profitable, portion of
Amerada Hess' portfolio than it was in the past.

Refined petroleum products are manufactured at the HOVENSA refinery in St.
Croix, United States Virgin Islands, which is owned jointly by Petroleos de
Venezuela S.A. and Amerada Hess. The refinery is one of the largest in the world
with a crude oil distillation capacity of 500,000 barrels per day and a fluid
catalytic cracking unit that operates at 140,000 barrels per day.

Amerada Hess markets refined petroleum products on the East Coast of the United
States. These refined petroleum products are marketed through 27 terminals and
approximately 915 HESS brand retail outlets. Amerada Hess markets fuel oil,
natural gas and electricity to industrial and commercial customers on the East
Coast of the United States. Amerada Hess also markets natural gas to
approximately 350,000 customers in the UK.

Retail marketing is the area of emphasis in Amerada Hess' downstream business.
Amerada Hess' vision is to be the leading independent retail marketer on the
East Coast of the United States. Amerada Hess expects to have nearly 1,100
retail outlets by April 2001. Amerada Hess is focused on expanding HESS EXPRESS
convenience stores at its retail outlets which include fast food outlets.

For the nine months ended 30 September 2000, Amerada Hess reported total
revenues of US$8.5 billion (1999: US$5.2 billion) and net income of US$683
million (1999: US$307 million). Net assets as at 30 September 2000 were US$3.5
billion (31 December 1999: US$3.0 billion). For the full year ended 31 December
1999, Amerada Hess had total revenues of US$7.5 billion (1998: US$6.6 billion)
and net income of US$438 million (1998: US$(459) million).

Further information with respect to Amerada Hess is set forth in Appendix III to
this document.

9.  INFORMATION RELATING TO LASMO

LASMO, headquartered in London, is a substantial oil and gas exploration and
production company whose activities and producing assets are presently
concentrated primarily in North West Europe and Indonesia, and these, together
with Venezuela, North Africa and Pakistan are the current material contributors
to reserves. At the end of 1999, LASMO was active in 14 countries around the
world, in nine of which it acted as operator. Production during 1999 was mainly
derived from six of these countries: the United Kingdom, The Netherlands,
Indonesia, Venezuela, Algeria and Pakistan.

As at 31 December 1999, LASMO's net proved oil and gas reserves were estimated
at 830 million boe. Approximately 62 per cent. relate to oil and 38 per cent.
relate to gas, with 24 per cent. of LASMO's net proved reserves located in North
West Europe, 27 per cent. located in Indonesia, 29 per cent. located in
Venezuela, 14 per cent. located in North Africa and 6 per cent. located in
Pakistan. For the year ended 31 December 1999, LASMO's average daily production
was 178,000 boe with approximately 56 per cent. derived from North West Europe
and approximately 27 per cent. derived from Indonesia. In the same period,
production of crude oil and natural gas each accounted for approximately 62 per
cent. and 38 per cent. respectively of LASMO's daily average production.

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For the six months ended 30 June 2000, LASMO reported sales of L463 million
(1999: L216 million) and profit before exceptional items and taxation of L187
million (1999: L35 million). Net assets as at 30 June, 2000 were L1,467 million.
For the full year ended 31 December 1999, LASMO had sales of L594 million (1998:
L484 million) and profit before exceptional items and taxation of L170 million
(1998: L1 million).

Further information with respect to LASMO is set forth in Appendix IV to this
document.

10. FINANCING OF THE OFFER

The cash consideration under the Offer will be financed from existing cash
resources and bank facilities arranged with Goldman Sachs Credit Partners L.P.
for the purposes of the Offer.

Further details regarding these bank facilities are set out in paragraph 7 of
Appendix VI.

11. MANAGEMENT AND EMPLOYEES

The employment rights of employees of LASMO, including pension rights, will be
fully safeguarded. Amerada Hess attaches great importance to the skills and
experience of the management and employees of LASMO and believes that they will
benefit from the enhanced opportunities available within the Amerada Hess Group.

12. LASMO SHARE OPTION SCHEMES

The Offer will extend to any further LASMO Shares (including LASMO Shares
represented by LASMO ADSs) unconditionally allotted or issued at the date of
this document and any further such shares which are unconditionally allotted or
issued while the Offer remains open for acceptance or on or before such earlier
time and/or date as Amerada Hess may, subject to the City Code, US securities
laws and/or with the consent of the Panel, decide; including those issued as a
result of the exercise of options granted under the LASMO Share Option Schemes.

It is intended that proposals will be made available to holders of options under
the LASMO Share Option Schemes once the Offer becomes or is declared
unconditional in all respects that comply with the City Code.

13. FRACTIONS

Fractions of new Amerada Hess Shares will not be allotted or issued to accepting
LASMO Securityholders. Fractional entitlements to new Amerada Hess Shares will
be aggregated and sold in the market and the net proceeds of sale distributed
pro rata to the holders of LASMO Securities entitled to them. Any LASMO
Securityholder may elect (by separate written notice to the UK Receiving Agent
or the US Depositary accompanying his or her Acceptance Form) to receive the
payment due in respect of fractional entitlements in either pounds sterling or
US dollars. In the absence of any such election, such payment will be made to
holders of LASMO ADSs in US dollars and to LASMO Shareholders in pounds
sterling, the proceeds having been converted from US dollars at a prevailing
exchange rate selected by Amerada Hess at the relevant time. Amerada Hess will
not be liable to LASMO Securityholders or any other person in respect of the
timing of any such sale or conversion or the price or exchange rate achieved in
respect of any such sale or conversion. Individual entitlements to amounts of
less than L5.00 (or its equivalent in US dollars at the relevant time) will not
be paid to holders of LASMO Securities but will be retained for the benefit of
the enlarged Amerada Hess Group.

14. NEW AMERADA HESS SHARES

The new Amerada Hess Shares will rank pari passu in all respects with existing
Amerada Hess Shares, including the right to any dividends and other
distributions declared, paid or made by reference to a record date after the
date on which they are issued. For the avoidance of doubt, LASMO Securityholders
will not be entitled to the dividend of Amerada Hess expected to be declared in
December 2000 and paid on or about 3 January 2001.

The new Amerada Hess Shares will be delivered in accordance with the terms of
the Offer and will be fully paid and free from all liens, equities, charges,
equitable interests, encumbrances and other interests and together with all
rights now or hereafter attaching thereto.

Amerada Hess Shares are traded in US dollars on the NYSE and dividends are
declared and paid in US dollars. The sterling value of any investment in Amerada
Hess Shares and any dividend income from
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that investment (payable in US dollars and subject to US withholding tax) will
be affected by fluctuations in the dollar to sterling exchange rate from time to
time.

The new Amerada Hess Shares are expected to be authorised for listing, subject
to official notice of issuance, on the NYSE, but they will not be listed or
traded on the London Stock Exchange or any other stock exchange.

15. ILLUSTRATIVE COMPARATIVE PER SHARE DATA

The following table presents historical net income, cash dividends and book
value for Amerada Hess and LASMO individually on a per share basis. The table
also presents unaudited pro forma per share data for Amerada Hess and LASMO. The
unaudited pro forma earnings and book value per share data give effect to the
business combination as if it occurred on 30 September 2000 for balance sheet
purposes and 1 January 1999 for income statement purposes and are based on the
Unaudited Pro Forma Condensed Consolidated Financial Information included in
Appendix V to this document.

The unaudited pro forma data is based on the terms of the business combination
in which Amerada Hess will offer cash and new Amerada Hess Shares for the LASMO
Shares. The information in the table below should be read in conjunction with
the respective audited and unaudited consolidated financial statements of
Amerada Hess and LASMO, including the notes thereto and the Unaudited Pro Forma
Condensed Consolidated Financial Information included in Appendix V to this
document.

NINE MONTHS ENDED       YEAR ENDED
30 SEPTEMBER 2000    31 DECEMBER 1999
-----------------    -----------------
(UNAUDITED)

AMERADA HESS -- HISTORICAL
Earnings per common share
Basic.................................................       $ 7.63               $ 4.88
Diluted...............................................       $ 7.57               $ 4.85
Cash dividends per common share.........................       $ 0.45               $ 0.60
Stockholders' equity per common share...................       $40.00               $33.51
LASMO -- HISTORICAL
Earnings per ordinary share
Basic.................................................       $ 0.19               $ 0.10
Diluted...............................................       $ 0.19               $ 0.10
Cash dividends per ordinary share.......................       $   --               $ 0.04
Stockholders' equity per ordinary share.................       $ 1.47               $ 1.79
AMERADA HESS -- PRO FORMA COMBINED COMPANY
Earnings per common share
Basic.................................................       $ 6.41               $ 2.32
Diluted...............................................       $ 6.38               $ 2.31
Cash dividends per common share.........................       $ 0.45               $ 0.60
Stockholders' equity per common share...................       $43.16
LASMO -- PRO FORMA EQUIVALENT PER SHARE INFORMATION
Earnings per ordinary share
Basic.................................................       $ 0.27               $ 0.10
Diluted...............................................       $ 0.26               $ 0.10
Cash dividends per ordinary share.......................       $ 0.02               $ 0.02
Stockholders' equity per ordinary share.................       $ 1.79

Amounts are calculated by multiplying the Amerada Hess pro forma combined
amounts by the ratio determined by dividing the combined cash and stock
consideration of $2.61 (L1.80) by the Amerada Hess share price of $62 13/16, the
price on 3 November 2000, the last NYSE trading day prior to the announcement of
the Offer.

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16. FINANCIAL EFFECTS OF ACCEPTANCE

The following tables set out, for illustrative purposes only and on the bases
and assumptions set out below, the financial effects of acceptance on capital
value and income for a holder of 78.7 LASMO Shares accepting the Offer, if the
Offer becomes or is declared unconditional in all respects:

(A) INCREASE IN CAPITAL VALUE UNDER THE TERMS OF THE OFFER

NOTES     OFFER
-----    -------

For 78.7 LASMO Shares
Cash consideration..........................................    (i)         --
Market value of a new Amerada Hess Share....................   (ii)         --
Market value of 78.7 LASMO Shares...........................  (iii)         --
-------
Increase in capital value...................................                --
-------
Representing an effective increase of.......................                --%
=======

(B) INCREASE IN GROSS INCOME UNDER THE TERMS OF THE OFFER

NOTES     OFFER
-----    -------

For 78.7 LASMO Shares
Gross income from cash consideration........................   (iv)         --
Gross dividend income from a new Amerada Hess Share.........    (v)         --
Gross dividend income from 78.7 LASMO Shares................   (vi)         --
-------
Increase in gross income....................................  (vii)         --
-------
Representing an effective increase of.......................                --%
=======

NOTES

(i)  Based on the cash element of the consideration of L98.29 for every 78.7
LASMO Shares.

(ii) Based on the Closing Price of an Amerada Hess Share on  -- December 2000
(the last practicable business day prior to the posting of this document)
of $  -- and an exchange rate of $  -- : L1.00, being the noon-buying rate
published by the Federal Reserve Bank of New York on that date.

(iii) Based on the Closing Price of a LASMO Share on 3 November 2000 (the last
practicable business day prior to the announcement of the Offer).

(iv) The gross income from the cash consideration is based on an assumption that
the cash consideration is re-invested so as to yield  -- per cent. gross
per annum, being the gross yield shown by the FT Actuaries Average Gross
Redemption Yield for medium coupon U.K. government securities of up to five
years maturity on    --   , as published in the Financial Times on  --
December 2000 (the last practicable business day prior to the posting of
this document).

(v) The gross dividend income from a new Amerada Hess Share is based on the
aggregate of the quarterly dividends of $0.15, $0.15, $0.15 and $0.15 per
Amerada Hess Share for the periods ending 30 September 2000, 30 June 2000,
31 March 2000 and 31 December 1999, respectively. The gross dividend income
is based on an exchange rate of US$   --   : L1.00, being the average noon
buying rate published by The Federal Reserve Bank of New York for the period
1 October 1999 to 30 September 2000.

(vi) The gross dividend income from a LASMO Share is based on the final dividend
for the year ended 31 December 1999 of 2.5p per LASMO Share grossed up by
the amount of the related UK tax credit.

(vii) Except as expressly stated in (v) and (vi) above, no account has been
taken of any potential liability to taxation. The comparison would be very
difficult for some categories of shareholder if tax were taken into
account, because of different tax rates applying to different categories
of income.

17. ACCOUNTING TREATMENT

Amerada Hess expects that the transaction will be accounted for using the
purchase method of accounting for business combinations. Under the purchase
method, the consummation of the Offer will be treated as an acquisition of LASMO
by Amerada Hess, and Amerada Hess will allocate the total purchase price among
the acquired assets and liabilities based on their estimated fair values at
closing of the transaction.

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18. PROCEDURE FOR ACCEPTANCE OF THE OFFER

THIS SECTION SHOULD BE READ TOGETHER WITH THE NOTES AND INSTRUCTIONS ON THE
RELEVANT ACCEPTANCE FORM.

(a) Holders of LASMO Shares

The attention of LASMO Shareholders is drawn to paragraphs 10 and 11 of
Part B of Appendix I to this document and to the relevant provisions of the
Form of Acceptance. You should note that, if you hold LASMO Shares in both
certificated and uncertificated (that is, in CREST) form, you should
complete a separate Form of Acceptance for each holding. In addition, you
should complete a separate Form of Acceptance for LASMO Shares held in
uncertificated form, but under different member account IDs. Similarly, you
should complete a separate Form of Acceptance for LASMO Shares held in
certificated form but under different designations. If you hold LASMO
Shares in CREST you should also refer to paragraphs (vi) and (viii) below.
ADDITIONAL FORMS OF ACCEPTANCE ARE AVAILABLE FROM THE UK RECEIVING AGENT
AND THE INFORMATION AGENT.

(i)    To accept the Offer

To accept the Offer, you should complete Box 1 of the Form of
Acceptance, check the details contained in Box 2 of the Form of
Acceptance and, if your LASMO Shares are in CREST, complete Box 7 of the
Form of Acceptance. In all cases you should sign and date Box 6 of the
Form of Acceptance in accordance with the instructions printed on it.
ALL HOLDERS OF LASMO SHARES WHO ARE INDIVIDUALS SHOULD SIGN BOX 6 OF THE
FORM OF ACCEPTANCE IN THE PRESENCE OF A WITNESS, WHO SHOULD ALSO SIGN
BOX 6 IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED ON IT.

(ii)   To elect for the Mix and Match Election

To make a Mix and Match Election in respect of some or all of your LASMO
Shares you should complete Box 3A (to elect for additional Amerada Hess
Shares) OR Box 3B (to elect for additional cash) in addition to
completing Box 1 and checking Box 2. You should then sign and date Box 6
in accordance with the instructions printed on it. IN ALL CASES, HOLDERS
OF LASMO SHARES WHO ARE INDIVIDUALS MUST SIGN BOX 6 OF THE FORM OF
ACCEPTANCE IN THE PRESENCE OF A WITNESS, WHO SHOULD ALSO SIGN BOX 6 IN
ACCORDANCE WITH THE INSTRUCTIONS PRINTED THEREON.

You must not fill in both Box 3A and Box 3B. If you do so, you will be
deemed not to have made a Mix and Match Election.

Although the Offer will remain open for a Subsequent Offer Period of at
least 14 calendar days after the date on which the Offer becomes or is
declared unconditional in all respects (i.e. at the end of the Initial
Offer Period) and may be extended beyond that time until a further
specified date or until further notice, an election for the Mix and
Match Election will not be valid unless by not later than 3.00 p.m.
(London time), 10.00 a.m. (New York City time) on the date falling five
calendar days after that date (i) the UK Receiving Agent has received
the relevant Form of Acceptance, correctly completed in all respects and
(ii) either (1) if the LASMO Shares concerned are in certificated form,
the UK Receiving Agent has received all relevant share certificate(s)
and/or other document(s) of title or (2) if the LASMO Shares concerned
are in uncertificated form, there has occurred settlement of a TTE
instruction in favour of the escrow agent in relation to those LASMO
Shares in accordance with the procedures described in paragraphs 10(d)
to (l) of Part B of Appendix 1. Any Mix and Match Election must be made
at the same time as the acceptance of the Offer to which it relates. The
invalidity of an election for the Mix and Match Election (including the
making of such election after the Mix and Match Election has closed)
will not affect the validity of an acceptance of the Offer.

(iii)  To elect for the Loan Note Alternative

To elect for the Loan Note Alternative in respect of some or all of the
LASMO Shares for which you are accepting the Offer, you should complete
the Form of Acceptance as set out in (i) above and in addition complete
Box 4. The number inserted in Box 4 indicates the number

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of LASMO shares for which you wish to receive Loan Notes instead of the
cash to which you would otherwise be entitled under the Offer in respect
of those LASMO Shares. Note that if you wish to receive all your cash
entitlement under the Offer in Loan Notes, you should insert the same
number of LASMO Shares in Box 4 as you have in Box 1.

The attention of those holders of LASMO Shares considering accepting the
Loan Note Alternative is drawn to paragraph 5 of this letter, to
paragraph 6 of Part B of Appendix I to this document and to Appendix II
of this document. IN ALL CASES HOLDERS OF LASMO SHARES WHO ARE
INDIVIDUALS MUST SIGN BOX 6 OF THE FORM OF ACCEPTANCE IN THE PRESENCE OF
A WITNESS, WHO SHOULD ALSO SIGN BOX 6 IN ACCORDANCE WITH THE
INSTRUCTIONS PRINTED THEREON.

(iv)  To elect for both the Mix and Match Election and the Loan Note
Alternative

To elect for both the Mix and Match Election and the Loan Note
Alternative, in respect of all of your LASMO Shares, you must complete
Box 1 and in respect of such number of LASMO Shares in respect of which
you wish to accept the Mix and Match Election and the Loan Note
Alternative, either Box 3A or Box 3B, and Box 4, and, if appropriate,
Boxes 5, 7, 8 and/or Box 9, and then sign Box 6 in accordance with its
instructions. Holders of LASMO Shares who are individuals must sign Box
6 of the Form of Acceptance in the presence of a witness, who should
also sign Box 6 in accordance with the instructions printed on it.

If you make a Mix and Match Election at a time when it is open and elect
for the Loan Note Alternative, the following will apply:

(1)   the Mix and Match Election will take effect first and will,
subject to elections of other Securityholders, adjust the amount of
cash to which you become entitled under the Offer;

(2)   a "loan note ratio" will be calculated by dividing the number of
LASMO Shares entered in Box 4 by the total number of LASMO Shares
entered in Box 1; and

(3)   the total amount of Loan Notes you will receive will be calculated
by multiplying your total cash entitlement under the Offer,
following implementation of your Mix and Match Election, by your
loan note ratio.

LASMO Securityholders should note that, for acceptances after the date
falling five calendar days after the date on which the Offer becomes
unconditional in all respects (i.e. at the end of the Initial Offer
Period), the Mix and Match Election will not be available and
accordingly the Loan Note Alternative will not be available in relation
to any Mix and Match Election for additional cash consideration made
after that date.

(v)   Return of the Form of Acceptance

To accept the Offer, the Form of Acceptance must be completed and
returned, whether or not your LASMO Shares are in CREST. The completed,
signed and (if you are an individual) witnessed Form of Acceptance,
together with, if your LASMO Shares are not in CREST, the share
certificate(s) and/or other document(s) of title for your LASMO Shares,
should be returned (IF YOU ARE NOT IN THE UNITED STATES) BY POST OR BY
HAND (DURING NORMAL BUSINESS HOURS ONLY) TO THE UK RECEIVING AGENT,
COMPUTERSHARE SERVICES PLC OF PO BOX 859, THE PAVILIONS, BRIDGWATER
ROAD, BRISTOL, BS99 1XZ OR BY HAND ONLY (DURING NORMAL BUSINESS HOURS
ONLY) TO COMPUTERSHARE SERVICES PLC OF 7TH FLOOR JUPITER HOUSE, TRITON
COURT, 14 FINSBURY SQUARE, LONDON, EC2A 1BR OR (IF YOU ARE IN THE UNITED
STATES) TO THE US DEPOSITARY, THE BANK OF NEW YORK AT, BY MAIL, TENDER &
EXCHANGE DEPARTMENT, P.O. BOX 11248, CHURCH STREET STATION, NEW YORK,
NEW YORK 10286-1248 OR BY HAND OR OVERNIGHT COURIER AT TENDER & EXCHANGE
DEPARTMENT, 101 BARCLAY STREET, RECEIVE AND DELIVER WINDOW, NEW YORK,
NEW YORK 10286 AS SOON AS POSSIBLE BUT, IN ANY EVENT, SO AS TO BE
RECEIVED BY NO LATER THAN 3.00 PM (LONDON TIME), 10.00 AM (NEW YORK CITY
TIME), ON    --   2001. A reply-paid envelope is enclosed for your
convenience and may be used by holders of LASMO Shares for returning
Forms of Acceptance within the United Kingdom or the United States (as
the case may be). The instructions printed on the Form of Acceptance
shall be deemed to form part of the terms of the Offer.

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Any Form of Acceptance received in an envelope postmarked in Canada,
Australia or Japan or otherwise appearing to Amerada Hess or its agents
to have been sent from Canada, Australia or Japan may be rejected as an
invalid acceptance of the Offer. For further information for overseas
LASMO Shareholders, see paragraph 23 of this letter and paragraph 9 of
Part B of Appendix I to this document.

(vi)  LASMO Shares in uncertificated form (that is, in CREST)

If your LASMO Shares are in uncertificated form (that is, if you do not
have a share certificate because your LASMO Shares are held in CREST),
you should read carefully paragraph 10 of Part B of Appendix I to this
document, which sets out the acceptance procedures for holders of LASMO
Shares in uncertificated form.

IF YOU ARE A CREST SPONSORED MEMBER, YOU SHOULD REFER TO YOUR CREST
SPONSOR BEFORE TAKING ANY ACTION.

(vii)  Share certificates not readily available or lost

If your LASMO Shares are in certificated form, but your share
certificates(s) and/or other document(s) of title is/are not readily
available or is/are lost, the Form of Acceptance should nevertheless be
completed, signed and returned as stated in paragraph (v) above together
with any share certificate(s) and/or other document(s) of title that you
have available, accompanied by a letter stating that the balance will
follow or that you have lost one or more of your share certificate(s)
and/or other document(s) of title to be forwarded as soon as possible.
No acknowledgement of receipt of documents will be given. In the case of
loss of your share certificate(s) and/or other document(s) of title, you
should write as soon as possible to LASMO's registrars, Computershare
Services PLC of PO Box 435, Owen House, 8 Bankhead Crossway North,
Edinburgh, EH11 4BR, for a letter of indemnity for lost share
certificate(s) and/or other document(s) of title which, when completed
in accordance with the instructions given, should be returned to the UK
Receiving Agent (if you are not in the United States) or to the US
Depositary (if you are in the United States) at the relevant address set
out in paragraph (v) above.

(viii) Deposits of LASMO Shares into, and withdrawals of LASMO Shares from,
CREST

Normal CREST procedures (including timings) apply in relation to any
LASMO Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form, during
the course of the Offer (whether any such conversion arises as a result
of a transfer of LASMO Shares or otherwise). Holders of LASMO Shares who
are proposing so to convert any such LASMO Shares are recommended to
ensure that the conversion procedures are implemented in sufficient time
to enable the person holding or acquiring the LASMO Shares as a result
of the conversion to take all necessary steps in connection with an
acceptance of the Offer (in particular, as regards delivery of share
certificate(s) and/or other document(s) of title or transfers to an
escrow balance as referred to in the acceptance procedures referred to
in sub-paragraph (vi) above) PRIOR TO 3.00 PM (LONDON TIME), 10.00 AM
(NEW YORK CITY TIME) ON    --   2001.

(b) Holders of LASMO ADSs

The attention of holders of LASMO ADSs is drawn to paragraph 12 of Part B
of Appendix I to this document and to the relevant provisions of the Letter
of Transmittal.

For a holder of LASMO ADSs evidenced by LASMO ADRs validly to accept the
Offer, either (i) a properly completed and duly executed Letter of
Transmittal, together with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message, and any other documents
required by the Letter of Transmittal, must be received by the US
Depositary at one of its addresses set out at the back of this document and
either the LASMO ADRs evidencing such LASMO ADSs must be received by the US
Depositary at one of such addresses or such LASMO ADRs evidencing such
LASMO ADSs must be delivered pursuant to the procedure for book-entry
transfer set out in paragraph 12(c) of Part B of Appendix I to this
document (and a Book-Entry Confirmation received by the US Depositary in
accordance with such procedures); or (ii) such holder must comply with the

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guaranteed delivery procedures set out in paragraph 12(h) of Part B of
Appendix I to this document. Attention of LASMO ADS holders is drawn to
paragraph 12(h)(iii) of this document.

(c)  Validity of acceptance

Without prejudice to Part B of Appendix I to this Offer Document and
subject to the City Code, Amerada Hess and Goldman Sachs reserve the right
to treat as valid in whole or in part any acceptance of the Offer which is
not entirely in order or which is not accompanied by (as applicable) the
relevant transfer to escrow or the relevant share certificate(s), LASMO
ADRs and/or other document(s) of title or which is received in a form or at
a place or places other than as set out in this document or on the relevant
Acceptance Form. In that event, no payment of cash or issue of new Amerada
Hess Shares or, if applicable, issue of Loan Notes under the Offer will be
required to be made until after the acceptance is entirely in order to
Amerada Hess' satisfaction and (as applicable) the relevant transfer to
escrow has been settled or the relevant share certificate(s) and/or other
document(s) of title or indemnities satisfactory to Amerada Hess have been
received by the UK Receiving Agent or the US Depositary, as the case may
be.

(d) General

No acknowledgement of receipt of any Acceptance Form, LASMO Share
certificates, LASMO ADRs or other documents of title or documentation in
respect of the Offer will be given.

IF YOU ARE IN ANY DOUBT AS TO THE PROCEDURES FOR ACCEPTANCE, PLEASE CONTACT
THE UK RECEIVING AGENT AT PO BOX 859, THE PAVILIONS, BRIDGWATER ROAD,
BRISTOL BS99 1XZ OR BY TELEPHONE ON 0870 703 0056 OR THE US DEPOSITARY AT
THE BANK OF NEW YORK, TENDER & EXCHANGE DEPARTMENT, P.O. BOX 11248, CHURCH
STREET STATION, NEW YORK, NEW YORK 10286-1248, OR BY TELEPHONE ON (212)
815-6156 OR THE INFORMATION AGENT AT D.F. KING & CO. INC., 77 WATER STREET,
NEW YORK, NEW YORK 10005, OR BY TELEPHONE ON (212) 269-5550 OR (888)
460-7637. YOU ARE REMINDED THAT IF YOU ARE A CREST SPONSORED MEMBER, YOU
SHOULD CONTACT YOUR CREST SPONSOR BEFORE TAKING ANY ACTION.

19. RIGHTS OF WITHDRAWAL

Except to the extent of the exemptive relief which has been granted by the SEC,
the Offer is subject to the US tender offer rules applicable to securities
registered under the Exchange Act, as well as to the City Code. This has
necessitated a number of changes from the procedures which normally apply to
offers for companies governed by the City Code, including those applicable to
the rights of holders of LASMO Securities to withdraw their acceptance of the
Offer.

Under the Offer, holders of LASMO Securities will be able to withdraw their
acceptances at any time during the Initial Offer Period but will not have any
withdrawal rights during the Subsequent Offer Period, except in certain limited
circumstances (see paragraphs 4(c) and (d) of Part B of Appendix I to this
document). The Subsequent Offer Period must remain open for at least 14 calendar
days but may be extended beyond that time until a further specified date or
until further notice.

The Offer will be deemed not to have been validly accepted in respect of any
LASMO Securities acceptances in respect of which have been validly withdrawn.
However, the Offer may be accepted again in respect of any withdrawn LASMO
Securities following one of the procedures described in paragraph 18 of this
letter at any time prior to expiry or lapse of the Offer.

Further details of these rights of withdrawal and the procedure for effecting
withdrawals are set out in paragraph 4 of Part B of Appendix I to this document.

20. SETTLEMENT

(a) Date of Payment

The settlement procedure with respect to the Offer will be consistent with
UK practice, which differs from US domestic tender offer procedures in
certain material respects, particularly with regard to the date of payment.

Subject to either the satisfaction, fulfilment or, to the extent permitted,
waiver of all of the Conditions, settlement of consideration to accepting
LASMO Shareholders and accepting holders of LASMO ADSs or their designated
agents will be effected in the manner set out below:

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(i)    in the case of acceptances received complete in all respects by the
end of the Initial Offer Period, within 14 calendar days of such date;
or

(ii)   in the case of acceptances received complete in all respects after
such date but while the Offer remains open for acceptance, within 14
calendar days of such receipt,

in the manner set out below.

(b) LASMO Shares in uncertificated form (that is, in CREST)

Where an acceptance relates to LASMO Shares in uncertificated form:

(i)    the new Amerada Hess Shares to which the accepting LASMO Shareholder
is entitled under the Offer will be issued to such shareholder in
certificated form and share certificates and/or other documents of title
will be despatched by post (or by such other method as may be approved
by the Panel);

(ii)   the cash consideration to which an accepting LASMO Shareholder is
entitled will be paid by means of CREST by Amerada Hess procuring the
creation of an assured payment obligation in favour of the accepting
LASMO Shareholder's payment bank in respect of the cash consideration
due, in accordance with the CREST assured payment arrangements; and

(iii)  definitive certificates for any Loan Notes to which the accepting
LASMO Shareholder is entitled will be despatched by post (or by such
other method as may be approved by the Panel).

Amerada Hess reserves the right to settle all or any part of the cash
consideration referred to above, for all or any accepting LASMO
Shareholder(s), in the manner referred to in paragraph (c) below, if, for
any reason, it wishes to do so.

(c)  LASMO Shares in certificated form and LASMO ADSs

Where an acceptance relates to LASMO Shares in certificated form or LASMO
ADSs evidenced by LASMO ADRs, the new Amerada Hess Shares to which an
accepting LASMO Securityholder is entitled under the Offer will be issued
to the LASMO Securityholder in certificated form. Definitive certificates
for the new Amerada Hess Shares and cheques for cash due and, where
applicable, definitive certificates for any Loan Notes will be despatched
by post (or by such other method as may be approved by the Panel).

(d) Lapsing of the Offer

During the Initial Offer Period, if by the relevant Closing Date the
Conditions are not satisfied, fulfilled or, to the extent permitted,
waived, the Offer will lapse (unless a later Closing Date is selected by
Amerada Hess). If the Offer lapses then: (i) in respect of LASMO Shares in
certificated form and LASMO ADSs, the relevant share certificate(s), LASMO
ADRs and/or other documents of title will be returned by post (or by such
other method as may be approved by the Panel) within 14 calendar days of
the Offer lapsing to the person or agent whose name and address (outside
Canada, Australia or Japan) is set out in Box 2 (or, if applicable, Box 9)
of the Form of Acceptance or to the person or agent whose name and address
(outside Canada, Australia or Japan) is set out in the Letter of
Transmittal (as applicable) or, if none is set out, to the name and address
of the person who is the first named holder at his or her registered
address; (ii) in respect of LASMO Shares in uncertificated form (that is,
in CREST), the UK Receiving Agent will, immediately after the lapsing of
the Offer (or within such longer period as the Panel may permit, not
exceeding 14 calendar days after the lapsing of the Offer), give transfer
from escrow instructions to CRESTCo to transfer all relevant LASMO Shares
held in escrow balances and in relation to which it is the escrow agent for
the purposes of the Offer to the original available balances of the holders
of LASMO Shares concerned; and (iii) in respect of LASMO ADSs delivered by
book-entry transfer into the US Depositary's account at a Book-Entry
Transfer Facility, LASMO ADSs will be credited to an account maintained at
the appropriate Book-Entry Transfer Facility.

Further information on the lapsing of the Offer is set out in paragraph 8
of Part B of Appendix I to this document.

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(e) General

All documents and remittances sent by, to or from LASMO Securityholders or
their appointed agents will be sent at their own risk.

All mandates, instructions and other instruments in force immediately
before the Offer becomes or is declared unconditional in all respects
relating to holdings of LASMO Securities will, unless and until revoked,
continue in force in relation to payments and notices in respect of new
Amerada Hess Shares and under the Loan Notes issued under the Offer in each
case insofar as relevant. If a LASMO Securityholder has existing Amerada
Hess Shares, the mandates, instructions and instruments in force for the
existing Amerada Hess Shares will supersede the mandates, instructions and
instruments for the LASMO Securities.

(f)  Currency of cash consideration

Instead of receiving cash consideration in pounds sterling, LASMO
Shareholders who so wish may elect to receive US dollars on the basis that
the cash amount payable in pounds sterling to which such holder would
otherwise be entitled pursuant to the terms of the Offer will be converted,
without charge, from pounds sterling to US dollars at the exchange rate
obtainable by the relevant payment agent (either the UK Receiving Agent or
the US Depositary) on the spot market in London at approximately noon
(London time) on the date the cash consideration is made available by
Amerada Hess to the relevant payment agent for delivery in respect of the
relevant LASMO Shares. A LASMO Shareholder may receive such amount on the
basis set out above only in respect of the whole of his holding of LASMO
Shares in respect of which he accepts the Offer. LASMO Shareholders may not
elect to receive both pounds sterling and US dollars.

Holders of LASMO ADSs are entitled under the terms of the Offer to receive
the cash element of the consideration in pounds sterling. The pounds
sterling consideration available to holders of LASMO ADSs is the same, per
LASMO Share, as that offered to LASMO Shareholders. To facilitate the
settlement of the Offer, unless they elect to receive pounds sterling,
holders of LASMO ADSs will receive consideration converted into US dollars
as described above, as if such holders of LASMO ADSs had elected to receive
US dollars.

Consideration in US dollars may be inappropriate for LASMO Securityholders
other than persons in the US and holders of LASMO ADS.

If you are a LASMO Shareholder and you wish to elect to receive cash
consideration in US dollars instead of pounds sterling under the Offer, you
should complete the appropriate box of the Form of Acceptance in addition
to taking the actions described in paragraph 18 above.

If you are a holder of LASMO ADSs and you wish to elect to receive cash
consideration in pounds sterling instead of US dollars under the Offer, you
should complete the appropriate box of your Letter of Transmittal in
addition to taking the actions described in paragraph 18 above.

THE ACTUAL AMOUNT OF US DOLLARS RECEIVED WILL DEPEND UPON THE EXCHANGE RATE
PREVAILING ON THE BUSINESS DAY ON WHICH FUNDS ARE MADE AVAILABLE TO THE
RELEVANT PAYMENT AGENT BY AMERADA HESS. LASMO SECURITYHOLDERS SHOULD BE
AWARE THAT THE US DOLLAR/POUND STERLING EXCHANGE RATE WHICH IS PREVAILING
ON THE DATE ON WHICH AN ELECTION IS MADE OR DEEMED TO BE MADE TO RECEIVE US
DOLLARS AND ON THE DATES OF DESPATCH AND RECEIPT OF PAYMENT MAY BE
DIFFERENT FROM THAT PREVAILING ON THE BUSINESS DAY ON WHICH FUNDS ARE MADE
AVAILABLE TO THE RELEVANT PAYMENT AGENT BY AMERADA HESS. IN ALL CASES,
FLUCTUATIONS IN THE US DOLLAR/POUNDS STERLING EXCHANGE RATE ARE AT THE RISK
OF ACCEPTING LASMO SECURITYHOLDERS WHO ELECT OR ARE TREATED AS HAVING
ELECTED TO RECEIVE THEIR CONSIDERATION IN US DOLLARS. NEITHER AMERADA HESS
NOR ANY OR ITS ADVISERS OR AGENTS SHALL HAVE ANY RESPONSIBILITY WITH
RESPECT TO THE ACTUAL AMOUNT OF CASH CONSIDERATION PAYABLE OTHER THAN IN
POUNDS STERLING.

21. UNITED KINGDOM TAXATION

Information on the application of current UK tax law and Inland Revenue practice
applicable to LASMO Shareholders who accept the Offer is contained in paragraph
14 of Appendix VI to this document.

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22. UNITED STATES FEDERAL TAXATION

Information on the application of current US federal tax law applicable to LASMO
Securityholders who accept the Offer is contained in paragraph 15 of Appendix VI
to this document.

HOLDERS OF LASMO SECURITIES ARE URGED TO CONSULT THEIR INDEPENDENT PROFESSIONAL
ADVISER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AS TO THE US AND UK TAX
CONSEQUENCES, AS WELL AS THE EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS.

23. OVERSEAS LASMO SECURITYHOLDERS

The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom or the United
States should inform themselves about and observe any applicable requirements.
The attention of LASMO Securityholders who are citizens or residents of
jurisdictions outside the United Kingdom or the United States is drawn to
paragraph 9 of Part B of Appendix I of this document and to the relevant
provisions of the Acceptance Form.

The Offer, including the Loan Note Alternative, is not being made, directly or
indirectly, in or into Canada, Australia or Japan. Accordingly, any accepting
LASMO Securityholder who is unable to give the representations and warranties
set out in paragraphs 11(b) and 12(i)(ii)(dd) (as applicable) of Part B of
Appendix I to this document may be deemed not to have accepted the Offer.

The Loan Notes which may be issued pursuant to the Offer will not be listed on
any stock exchange and have not been, and will not be, registered under the
Securities Act or under the laws of any State of the United States and may not
be offered, sold or delivered, directly or indirectly, in or into the United
States, or to or for the account or benefit of any US person, except pursuant to
an exemption from, or in a transaction not subject to, the requirements of the
Securities Act and the relevant securities laws of any State of the United
States. The Loan Notes may not be offered, sold or delivered, directly or
indirectly, in or into Canada, Australia or Japan. The Loan Note Alternative
will not be made into the United States or available to LASMO Securityholders in
the United States or to US persons outside the United States.

24. COMPULSORY ACQUISITION AND APPLICATION FOR DE-LISTING OF LASMO SECURITIES

If all of the Conditions are either satisfied, fulfilled or, to the extent
permitted, waived and Amerada Hess has acquired or contracted to acquire,
pursuant to the Offer or otherwise, at least 90 per cent. in nominal value of
the LASMO Shares to which the Offer relates, before the end of the four month
period provided by the Companies Act, Amerada Hess will be entitled, and
intends, to acquire the remaining LASMO Shares (including LASMO Shares
represented by LASMO ADSs) on the same terms as the Offer pursuant to the
compulsory acquisition procedure set out in sections 428 to 430F of the
Companies Act (see paragraph 11 of Appendix VI and Appendix VII to this
document).

When the Offer becomes or is declared unconditional in all respects, Amerada
Hess intends to procure the making of an application by LASMO for the removal of
LASMO Shares from the Official List of the UK Listing Authority and for the
cancellation of trading in LASMO Shares on the London Stock Exchange's market
for listed securities and also for the de-listing of LASMO ADSs and LASMO Shares
(the LASMO Shares do not trade on the NYSE and are listed on the NYSE only in
connection with the ADS program) from the NYSE. It is anticipated that
cancellation of listing from the Official List and cancellation of trading on
the London Stock Exchange will take effect no earlier than 20 business days
after the Offer becomes or is declared unconditional in all respects. De-listing
would significantly reduce the liquidity and marketability of any LASMO
Securities not assented to or tendered in the Offer. Amerada Hess will make an
announcement at least 20 business days prior to the cancellation of listing from
the Official List and the cancellation of trading on the London Stock Exchange
specifying the exact date upon which LASMO Shares will be de-listed. While it is
anticipated that cancellation of both listings will take place at the same time,
cancellation of the listing of the LASMO ADSs on the NYSE could take effect
earlier than cancellation of the listing and trading of the LASMO Shares on the
Official List of the UK Listing Authority and the London Stock Exchange,
respectively.

25. LASMO L90,000,000 7 3/4 PER CENT. CONVERTIBLE BONDS DUE 2005

On 1 March 2000 LASMO announced that it intended to redeem some or all of its
7 3/4 per cent. Convertible Bonds due 2005 on or at any time after 4 October
2000 at the principal amount together with interest accrued to the date fixed
for redemption. If and when Amerada Hess has implemented the
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compulsory acquisition procedure as described in paragraph 24 above, it is the
intention of Amerada Hess, within sixty days after the completion of that
procedure, to procure that LASMO should implement the provisions of these bonds
relating to their redemption.

26. FURTHER INFORMATION

Your attention is drawn to the further information contained in the Appendices
which form part of this document, and to the accompanying Acceptance Form, which
should be read in conjunction with this document. The Appendices and the
Acceptance Form contain material information which may not be summarised
elsewhere.

27. ACTION TO BE TAKEN

YOU ARE URGED TO COMPLETE, SIGN AND RETURN THE FORM OF ACCEPTANCE OR LETTER OF
TRANSMITTAL (AS APPROPRIATE), TOGETHER WITH ALL THE REQUIRED DOCUMENTS, AS SOON
AS POSSIBLE AND, IN ANY EVENT, SO AS TO BE RECEIVED BY THE UK RECEIVING AGENT OR
THE US DEPOSITARY, AS APPROPRIATE, BY NO LATER THAN 3.00 PM (LONDON TIME), 10.00
AM (NEW YORK CITY TIME) ON    --   2001.

Yours sincerely,

Richard Murley
Managing Director
for and on behalf of
GOLDMAN SACHS INTERNATIONAL

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APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

PART A -- CONDITIONS OF THE OFFER

The Offer, which will be made by Amerada Hess on its own behalf in the United
States and by Goldman Sachs on behalf of Amerada Hess elsewhere, will be subject
to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 pm (London time), 10.00 am (New York City time), on
--   2001 (or such later time(s) and/or date(s) as Amerada Hess may,
subject to the rules of the City Code or with the consent of the Panel and
in accordance with the Exchange Act, decide) in respect of not less than 90
per cent. (or such lesser percentage as Amerada Hess may decide) in nominal
value of the LASMO Shares (including LASMO Shares represented by LASMO
ADSs) to which the Offer relates, provided that this condition will not be
satisfied unless Amerada Hess (together with any of its wholly-owned
subsidiaries and, to the extent that Amerada Hess so elects with the
consent of the Panel, Methodplan) shall have acquired or agreed to acquire,
whether pursuant to the Offer or otherwise, LASMO Shares (including LASMO
Shares represented by LASMO ADSs) carrying, in aggregate, more than 50 per
cent. of the voting rights then exercisable at general meetings of LASMO
(excluding, to the extent that Amerada Hess so elects with the consent of
the Panel, voting rights attached to the Methodplan Shares), including for
this purpose (to the extent, if any, required by the Panel) any such voting
rights attaching to any LASMO Shares (including LASMO Shares represented by
LASMO ADSs) which are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to
the exercise of any outstanding conversion or subscription rights or
otherwise and, for this purpose:

(i)    the expression "LASMO Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F of the Companies Act;
and

(ii)   LASMO Shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry upon issue;

(b) the new Amerada Hess Shares having been authorised for listing, subject to
official notice of issuance, on the New York Stock Exchange and the
Registration Statement having been declared effective;

(c)  insofar as the Offer or any matter arising therefrom constitutes a
concentration with a Community dimension within the scope of Council
Regulation (EEC) 4064/89, as amended (the "Regulation"), the European
Commission indicating in terms satisfactory to Amerada Hess that it does
not intend to initiate proceedings under Article 6(1)(c) of the Regulation
either in relation to the proposed acquisition of the whole of the LASMO
business or in relation to those parts of the LASMO business over which it
retains jurisdiction following its decision to make a referral of any part
of the proposed acquisition to a competent authority of any Member State of
the European Union under Article 9(1) of the Regulation;

(d) insofar as the Offer or any matter arising therefrom is not a concentration
with a Community dimension or is such a concentration but is referred in
whole or part to the competent authority of the UK under Article 9(1) of
the Regulation, it being indicated in terms satisfactory to Amerada Hess,
that it is not the intention of the Secretary of State for Trade and
Industry to refer the Offer or any matter arising therefrom to the
Competition Commission;

(e) all filings which Amerada Hess considers appropriate having been made and
all or any applicable waiting periods (including any extensions thereof)
under the United States Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the regulations thereunder having expired or been
terminated (as appropriate) in respect of the Offer and the proposed
acquisition of LASMO by Amerada Hess;

(f)  the information supplied to Amerada Hess by LASMO prior to the release of
the Announcement with respect to the number of LASMO Shares in issue and
those which may fall to be issued pursuant to the exercise of subscription
or conversion rights or otherwise being accurate in all respects when
supplied and continuing to be accurate in all respects while the Offer
remains open for acceptance;

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(g) no government or governmental, quasi-governmental, supranational, statutory
or regulatory body, court, trade agency, professional association or any
other person or body in any jurisdiction having decided to take,
instituted, implemented or threatened any action, proceedings, suit,
investigation or enquiry, or made, proposed or enacted, any statute,
regulation or order or taken any other steps and there continuing not to be
outstanding any statute, regulation, order or other such matter which in
any such case would or might:

(i)    make the Offer or the acquisition by Amerada Hess of any shares or
other securities in, or control of, LASMO void, illegal or unenforceable
or otherwise restrain, prohibit, restrict or delay or impose additional
conditions or obligations with respect thereto or otherwise challenge or
interfere therewith;

(ii)   require or prevent the divestiture by any member of the Wider
Amerada Hess Group or by any member of the Wider LASMO Group of all or
any material portion of their respective businesses, assets or property
or impose any material limitation on the ability of any of them to
conduct all or any material portion of their respective businesses or to
own all or any material portion of their respective assets or properties
to an extent which is material in the context of the Amerada Hess Group
or the LASMO Group respectively taken as a whole;

(iii)  impose any limitation on the ability of any member of the Wider
Amerada Hess Group to acquire or to hold or to exercise effectively any
rights of ownership of shares or any other securities in LASMO or on the
ability of any member of the LASMO Group to hold or exercise effectively
any rights of ownership of shares in any member of the Wider LASMO Group
or to exercise management control over any member of the LASMO Group to
an extent which is material in the context of the Wider Amerada Hess
Group taken as a whole or the LASMO Group taken as a whole respectively;

(iv)  require any member of the Amerada Hess Group or any member of the
LASMO Group to offer to acquire any shares or any other securities in
any of LASMO's subsidiaries or in any entity in which any member of the
LASMO Group has a substantial interest owned by any third party where
such interest would be material in the context of the Amerada Hess Group
or the LASMO Group, as the case may be;

(v)   otherwise affect the business, profits or prospects of the LASMO
Group (taken as a whole) in a manner which is material and adverse;

and all applicable waiting and other time periods during which any such
government, body, court, agency, association or person could decide to
take, institute, implement or threaten any such action, proceeding,
suit, investigation or enquiry having expired or been terminated;

(h) (i)    all necessary filings having been made, all appropriate waiting
periods under any applicable legislation or regulations of any
jurisdiction having expired or been terminated and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals necessary for or
in respect of the Offer and the proposed acquisition of any shares
in, or control of, LASMO by Amerada Hess ("AUTHORISATIONS") having
been obtained, in terms and in a form reasonably satisfactory to
Amerada Hess, from all appropriate governments, governmental,
quasi-governmental, supranational, statutory or regulatory bodies or
trade agencies, professional associations or courts, or persons or
bodies with whom any member of the LASMO Group has entered into
contractual arrangements; and

(ii)   all Authorisations necessary to carry on the business of any member
of the Wider LASMO Group (the absence of which Authorisation would have
a material adverse effect on the LASMO Group taken as a whole) or to
enable any member of the Wider LASMO Group to continue to enjoy without
material interruption or modification the benefit of its interests in
its material assets, remaining in full force and effect and there being
no intimation of an intention to revoke or not to renew any of such
Authorisations and all necessary statutory or regulatory obligations in
any jurisdiction having been complied with in all material respects;

(i)  there being no provision of any arrangement, agreement, licence or other
instrument to which any member of the Wider LASMO Group is a party, or by
or to which any such member or any of their assets may be bound, entitled
or be subject to and which, in consequence of the proposed acquisition of
any shares in, or control of, LASMO by Amerada Hess or otherwise, would or
might, to an extent which is material in the context of the LASMO Group
taken as a whole, result in:

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(i)    any monies borrowed by any such member becoming capable of being
declared repayable prior to their stated maturity or the ability of any
such member to incur any indebtedness being withdrawn or inhibited;

(ii)   the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any such
member or any such security (whenever arising or having arisen) becoming
enforceable;

(iii)  any such arrangement, agreement, licence or instrument being
terminated or adversely modified or any action being taken or any
obligation arising thereunder;

(iv)  any assets of any such member being disposed of other than in the
ordinary course of business;

(v)   the interests or business of any such member in or with any firm or
body or, in the case of a business, person or any arrangements relating
to such interest or business, being terminated or modified or affected;

and no event having occurred which, under any provision of any such
arrangement, agreement, licence or other instrument, could result in any of
the events or circumstances which are referred to in paragraphs (i) to (v)
of this condition (i) in any case where such result would be material in
the context of the LASMO Group taken as a whole;

(j)  except as publicly announced through the London Stock Exchange or publicly
filed with the SEC by LASMO prior to 5 November 2000 no member of the LASMO
Group having since 31 December 1999:

(i)    issued or authorised or proposed the issue of additional shares of
any class, or securities convertible into, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible
securities (save as between LASMO and wholly-owned subsidiaries of LASMO
and save for options granted, and for any LASMO Shares allotted upon
exercise of options granted prior to 5 November 2000 under the LASMO
Share Option Schemes) or redeemed, purchased or reduced any part of its
share capital;

(ii)   declared, paid or proposed to declare, pay or make, any bonus,
dividend or other distribution other than to other members of the LASMO
Group;

(iii)  authorised or proposed or announced its intention to propose any
merger or demerger or acquisition or disposal of assets or shares,
(other than in the ordinary course of business) or any change in its
loan or share capital;

(iv)  issued or proposed the issue of any debentures or incurred any
indebtedness or contingent liability which is material (other than in
the ordinary course of business);

(v)   disposed of or transferred, mortgaged or encumbered any asset or any
right, title or interest in any asset which is material (other than in
the ordinary course of business);

(vi)  entered into any contract or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term or unusual
nature or magnitude or which involves or could involve an obligation of
a nature or magnitude which is material (other than in the ordinary
course of business);

(vii)  entered into any contract, reconstruction, amalgamation, scheme,
transaction or arrangement otherwise than in the ordinary course of
business which is material in the context of the LASMO Group taken as a
whole;

(viii) entered into an agreement or commitment or passed any resolution
with respect to any of the matters or events referred to in this
paragraph;

(ix)  entered into or varied the terms of any service agreement with any of
the directors of LASMO; or

(x)   (other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or had any legal
proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of
all or any of its assets or revenues or any

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analogous proceedings in any jurisdiction or for the appointment of any
analogous person in any jurisdiction;

(k)  since 31 December 1999 and except as publicly announced through the London
Stock Exchange or filed publicly with the SEC prior to 5 November 2000 by
LASMO:

(i)    there having been no material adverse change in the business,
financial or trading position or profits, or prospects of the LASMO
Group taken as a whole;

(ii)   there having been no material litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the Wider
LASMO Group is a party (whether as plaintiff or defendant or otherwise)
and no such proceedings having been threatened against any member of the
Wider LASMO Group, in each case which could have a material adverse
effect on the LASMO Group taken as a whole;

(iii)  no contingent liability having arisen which might be likely
materially and adversely to affect the LASMO Group;

(l)    Amerada Hess not having discovered:

(i)    that the financial or business information concerning the LASMO
Group, as contained in the information disclosed at any time publicly or
directly to Amerada Hess by any member of the LASMO Group contains a
material misrepresentation of fact or omits to state a fact necessary to
make the information contained therein not materially misleading to an
extent which is material in the context of the LASMO Group taken as a
whole;

(ii)   that any member of the Wider LASMO Group is subject to any liability
(contingent or otherwise) which is not disclosed in LASMO's annual
report and accounts or filing on Form 20-F for the financial year ended
31 December 1999 and which is material in the context of the LASMO Group
taken as a whole; or

(iii)  any information which affects any information disclosed prior to 5
November 2000 by any member of the Wider LASMO Group to Amerada Hess to
an extent which is material and adverse in the context of the LASMO
Group taken as a whole; and

(m)  Amerada Hess not having discovered:

(i)    that any information supplied to Amerada Hess by LASMO with respect
to the nature of LASMO's interests in its material assets is or has
become materially inaccurate or misleading or that any member of the
Wider LASMO Group has become or may become subject to a material
interruption or modification of its ability to enjoy the benefit of its
interests in its material assets;

(ii)   that any past or present member of the Wider LASMO Group has not
complied with all applicable laws of any relevant jurisdiction relating
to environmental matters which non-compliance would be likely to give
rise to any material liability or cost on the part of any member of the
Wider LASMO Group which is material in the context of the LASMO Group
taken as a whole;

(iii)  that there is, or is likely to be, any material liability (whether
actual or contingent), or requirement to make good, repair, reinstate or
clean up any property now or previously owned, occupied or made use of
by any past or present member of the Wider LASMO Group which is material
in the context of the LASMO Group taken as a whole;

(iv)  that circumstances exist whereby a person or class of persons would
be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein now or previously
manufactured, sold or carried out by any past or present member of the
Wider LASMO Group which claim or claims would be likely materially and
adversely to affect any member of the Wider LASMO Group and which is
material in the context of the LASMO Group taken as a whole.

The Offer will lapse unless the Conditions have been determined by Amerada Hess
in its reasonable opinion to have been and to remain satisfied, fulfilled or (if
capable of waiver) waived by 3.00 pm (London time), 10.00 am (New York City
time), on    --   2001 or to have been satisfied, fulfilled or (if capable of
waiver) waived by any later Closing Date applicable from time to time.

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40

At the time when the Initial Offer Period ends, all the Conditions must have
been satisfied, fulfilled or, to the extend permitted, waived. Therefore,
withdrawal rights will apply until that time.

The Acceptance Condition shall be capable of being satisfied or being treated as
satisfied only at the time when all of the other Conditions shall have been
either satisfied, fulfilled or (to the extent permitted) waived unless Amerada
Hess, with the consent of the Panel, shall otherwise decide. In respect of LASMO
ADSs validly tendered pursuant to a Letter of Transmittal, Amerada Hess shall,
insofar as it may so determine, be deemed for the purposes of the Acceptance
Condition or generally to have agreed to acquire the tendered LASMO ADSs and the
LASMO Shares represented by such LASMO ADSs.

The Offer is not required to become or be declared unconditional in all respects
only on a Closing Date; it may become unconditional in all respects prior to the
Closing Date applicable from time to time (but not earlier than 3.00pm (London
time), 10.00am (New York City time) on    --   , 2001 and not, except with the
consent of the Panel, later than [DAY 60].

Amerada Hess reserves the right to waive, in whole or in part, all or any of
Conditions (c) to (m) inclusive. Amerada Hess shall be under no obligation to
waive or treat as satisfied any of the Conditions by a date earlier than the
applicable Closing Date for its satisfaction notwithstanding that any other
Condition of the Offer may on or before such date have been satisfied, fulfilled
or, to the extent permitted, waived and/or that there are no circumstances
indicating that any such Conditions may not be capable of satisfaction or
fulfilment.

Amerada Hess reserves the right, subject to the consent of the Panel, to extend
the time allowed under the rules of the City Code for satisfaction of the
Acceptance Condition and accordingly for the satisfaction, fulfilment or, where
permitted, waiver of other Conditions, and thus to extend the duration of the
Initial Offer Period.

The LASMO Shares held by Methodplan may not be voted by Methodplan as a result
of the operation of section 23 of the Companies Act. Amerada Hess has elected,
and has received the consent of the Panel in respect of such election, in
accordance with the terms of the Acceptance Condition, that any LASMO Shares
held by Methodplan at the date the Acceptance Condition is treated as satisfied
will not be counted for the purposes of the Acceptance Condition in determining
(a) whether or not Amerada Hess and/or any other relevant person has acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, LASMO Shares
(including LASMO Shares represented by LASMO ADSs) carrying in aggregate more
than 50 per cent. of the voting rights then exercisable at general meetings of
LASMO or (b) the LASMO Shares (including LASMO Shares represented by LASMO ADSs)
of which LASMO (or any other relevant person) is required to acquire (or agree
to acquire) such percentage. This election will not otherwise affect the
determination, for the purposes of the Acceptance Condition, of whether valid
acceptances have been received in respect of not less than 90 per cent. (or such
lesser percentage as Amerada Hess may decide) in nominal value of the LASMO
Shares (including LASMO Shares represented by LASMO ADSs) to which the Offer
relates.

Essentially this means that the Methodplan Shares will not count in the
calculation of the 50 per cent. threshold in the Acceptance Condition.

If Amerada Hess is required by the Panel to make an offer for LASMO Securities
under the provisions of Rule 9 of the City Code, Amerada Hess may make such
alterations to the Conditions, including the Acceptance Condition, as are
necessary to comply with the provisions of that Rule.

Unless the Panel otherwise agrees, the Offer will lapse if (a) the acquisition
of LASMO is referred to the Competition Commission or (b) the European
Commission, pursuant to Council Regulation (EEC) 4064/89, as amended ("THE
REGULATION"), initiates proceedings in connection with any aspect of the
proposed acquisition under Article 6(1)(c) of the Regulation or makes a referral
in respect of any aspect of such acquisition to a competent authority of the
United Kingdom under Article 9(1) of the Regulation which is followed by a
reference of the proposed acquisition to the Competition Commission, in any such
case before 3.00 pm (London time), 10.00 am (New York City time) on    --   ,
2001 or the date when the Offer is declared or becomes unconditional as to
acceptances, whichever is the later. In those circumstances, the Offer will
cease to be capable of further acceptances and persons who have accepted it will
no longer be bound by their acceptances.

The attention of member firms of the NYSE is drawn to certain UK dealing
disclosure requirements following the Announcement. The Announcement commenced
an offer period under the City Code

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which is published and administered by the Panel. An offer period is deemed to
commence at the time when an announcement is made of a proposed or possible
offer, with or without terms.

The above disclosure requirements are set out in Rule 8 of the Code. In
particular, Rule 8.3 requires public disclosure of dealings during an offer
period by persons who own or control, or who would as a result of any
transaction own or control, 1 per cent. or more of any class of relevant
securities of the offeror or offeree company. Relevant securities includes all
instruments exchangeable into LASMO Shares or into Amerada Hess Shares. This
requirement will apply until the end of the Initial Offer Period.

Disclosure should be made on the appropriate form before 12 noon London time on
the business day following the date of the dealing transaction. These
disclosures should be sent to the Company Announcements Office of the London
Stock Exchange and to the Panel.

Member firms should advise those of their clients who wish to deal in the
relevant securities of LASMO and Amerada Hess, whether in the US or the UK, that
they may be affected by these requirements. If there is any doubt as to their
application, the Panel should be consulted (telephone number +44 (0)20 7638
0129, fax number +44 (0)20 7256 9386).

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PART B -- FURTHER TERMS OF THE OFFER

The following further terms apply, unless the contrary is expressed or the
context requires otherwise, to the Offer and the Loan Note Alternative.

Unless the context otherwise requires, any reference in Part B of this Appendix
I and in the Acceptance Form:

(i)    to the "Offer" will mean the Offer and will include any revision,
variation or renewal thereof or extension thereto and any election in
connection therewith;

(ii)   to the Offer "becoming unconditional as to acceptances" means the
Acceptance Condition becoming or being determined by Amerada Hess to be
satisfied;

(iii)  to the Offer "becoming unconditional in all respects" means all
Conditions being fulfilled, satisfied or, to the extent permitted,
waived; and

(iv)  to "acceptances of the Offer" shall include deemed acceptances of the
Offer.

1.  ACCEPTANCE PERIOD

(a) The Offer is initially open for acceptance until 3.00 pm (London time),
10.00 am (New York City time), on    --   2001. Amerada Hess reserves the
right (but will not be obliged, other than as may be required by the City
Code or the Exchange Act and the rules and regulations thereunder) at any
time or from time to time to extend the Offer after such time and, in such
event, will make a public announcement of such extension in the manner
described in paragraph 3 below. If all of the Conditions are not satisfied,
fulfilled or, to the extent permitted, waived by Amerada Hess as at 3.00 pm
(London time), 10.00 am (New York City time), on    --   2001, the Offer
will lapse and no LASMO Securities will be purchased under it unless Amerada
Hess extends the Offer by specifying a later Closing Date. Upon the
Conditions being satisfied, fulfilled or waived (i.e. at the end of the
Initial Offer Period), the Offer will be extended for a Subsequent Offer
Period which will remain open for at least 14 calendar days.

(b) Amerada Hess reserves the right (but will not be obliged) at any time and
from time to time to extend the Subsequent Offer Period for any period it
chooses. The Subsequent Offer Period must remain open for at least 14
calendar days but may be extended beyond that time until a further specified
date or until further notice. If Amerada Hess states that the Offer will
remain open until further notice, Amerada Hess will give not less than 14
calendar days' notice in writing to LASMO Securityholders who have not
accepted the Offer before closing the Subsequent Offer Period.

(c)  Except with the consent of the Panel, the Offer, whether revised or not,
shall not be capable of becoming unconditional as to acceptances (nor,
therefore, unconditional in all respects) and, accordingly, the Initial
Offer Period is not (except with the consent of the Panel) capable of being
extended, after midnight (London time), 7.00 pm (New York City time), on
[DAY 60] (or any earlier time or date beyond which Amerada Hess has stated
that the Offer will not be extended and has not withdrawn that statement).
If all of the Conditions are not satisfied, fulfilled or, to the extent
permitted, waived by such time or by any later Closing Date specified by
Amerada Hess, with the consent of the Panel, the Offer will lapse unless
the Panel agrees otherwise. If the Offer lapses for any reason, the Offer
shall cease to be capable of further acceptance and Amerada Hess and LASMO
Securityholders shall cease to be bound by prior acceptances. Amerada Hess
reserves the right, with the permission of the Panel and in accordance with
the Exchange Act, to extend the final date for acceptance of the Offer and
for the satisfaction of the Acceptance Condition and all the other
Conditions and, accordingly, the Initial Offer Period.

The Offer is not required to become or be declared unconditional in all
respects only on a Closing Date; it may become unconditional in all
respects prior to the Closing Date applicable from time to time (but not
earlier than 3.00 pm (London time), 10.00 am (New York City time) on
--   2001) and not, except with the consent of the Panel, later than
[DAY 60].

(d) Although no revision is envisaged, if the Offer is revised, the Offer will
be extended, if necessary, for a period of at least 14 calendar days (or
such lesser period as may be permitted by the Panel and in accordance with
the Exchange Act) from the date on which written notification of the revised
Offer is posted to LASMO Securityholders. Except with the consent of the
Panel, no revision of the Offer

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may be made after [DAY 46] or, if later, the date which is 14 calendar days
before the last date on which the Offer can become unconditional as to
acceptances.

(e) If a competitive situation arises (as determined by the Panel) after a "no
increase" and/or "no extension" statement has been made by or on behalf of
Amerada Hess in relation to the Offer, Amerada Hess may, if it has
specifically reserved the right to do so at the time the statement is made
(or otherwise with the consent of the Panel), withdraw the statement and be
free to increase or, as the case may be, to extend the Offer provided that
it complies with the requirements of the City Code and the Exchange Act and
in particular that:

(i)    it announces the withdrawal as soon as possible and in any event
within four business days after the date of the announcement of the
competing offer or other competitive situation;

(ii)   it notifies LASMO Securityholders in writing of the withdrawal (or,
in the case of LASMO Securityholders with registered addresses outside
the United Kingdom or United States, or whom Amerada Hess reasonably
believes to be nominees, custodians or trustees holding LASMO Securities
for such persons, by announcement in the United Kingdom and United
States) at the earliest practicable opportunity; and

(iii)  any LASMO Securityholders who accepted the Offer after the date of
the "no increase" or "no extension" statement are given a right of
withdrawal in accordance with paragraph 4(d) of Part B of this Appendix
below. Withdrawal rights will apply in any event during the Initial
Offer Period.

Amerada Hess may, if it has specifically reserved the right to do so at the
time the statement is made, choose not to be bound by the terms of a "no
increase" or "no extension" statement if it would otherwise prevent the
posting of an increased or improved offer (either as to the value or nature
of the consideration offered or otherwise) which is recommended for
acceptance by the board of directors of LASMO, or in other circumstances
permitted by the Panel.

2.  ACCEPTANCE CONDITION

(a) For the purposes of determining whether the Acceptance Condition has been
satisfied, Amerada Hess may, except as otherwise agreed by the Panel, only
take into account acceptances received or purchases of LASMO Securities made
in respect of which all relevant documents are received by the UK Receiving
Agent or the US Depositary by 3.00 pm (London time), 10.00 am (New York City
time) on    --   2001 or such later Closing Date as may be specified but,
except with the consent of the Panel, not later than 1.00 pm (London time),
8.00 am (New York City time) on [DAY 60] or, in each case, any earlier
Closing Date beyond which Amerada Hess has stated that the Offer will not be
extended (unless the Conditions are by that Closing Date satisfied,
fulfilled or, to the extent permitted, waived) and has not withdrawn that
statement.

If, with the consent of the Panel, the latest time and date at which the
Offer may become unconditional as to acceptances (and thus the latest time
at which it may become unconditional in all respects) is extended to a time
and date later than midnight (London time), 7.00 pm (New York City time) on
[DAY 60], so that the Initial Offer Period is accordingly extended,
acceptances received and purchases made in respect of which the relevant
documents are received by the UK Receiving Agent or the US Depositary after
1.00 pm (London time), 8.00 am (New York City time) on that later date may
only be taken into account with the agreement of the Panel, except where the
City Code permits otherwise.

(b) Except as otherwise agreed by the Panel:

(i)    an acceptance of the Offer in respect of LASMO Securities will only
be treated as valid for the purposes of the Acceptance Condition if the
requirements of Note 4 and, if applicable, Note 6 to Rule 10 of the City
Code are satisfied in respect of it;

(ii)   a purchase of LASMO Securities by Amerada Hess or its nominee or (if
Amerada Hess is required by the Panel to make an offer for LASMO
Securities under Rule 9 of the City Code) by a person acting in concert
with Amerada Hess or its nominee, will only be treated as valid for the
purposes of the Acceptance Condition if the requirements of Note 5 and,
if applicable, Note 6 to Rule 10 of the City Code are satisfied in
respect of it; and

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(iii)  before the Offer may become unconditional as to acceptances the UK
Receiving Agent must issue a certificate to Amerada Hess or Goldman
Sachs which states the number of LASMO Securities in respect of which
acceptances have been received and not validly withdrawn and the number
of LASMO Securities otherwise acquired, whether before or during the
Offer Period, which comply with the provisions of the City Code referred
to in this paragraph 2(b) or which otherwise comply with the
requirements of the Panel. Copies of such certificate will be sent to
the Panel as soon as possible after it is issued.

(c)  For the purpose of determining whether the Acceptance Condition has been
satisfied, Amerada Hess shall be entitled to take into account only those
LASMO Securities carrying voting rights which have been unconditionally
allotted or issued, whether pursuant to the exercise of conversion or
subscription rights or otherwise, before the determination takes place and
written notice of the allotment or issue of which, containing all relevant
details, has been received before that time by the UK Receiving Agent or
the US Depositary on behalf of Amerada Hess from LASMO or its agents at one
of the addresses set out at the back of this document. Notification by
e-mail, telex or facsimile transmission does not constitute written notice
for this purpose.

(d) In accordance with applicable SEC rules, at least five business days prior
to any reduction in the percentage of LASMO Shares (including LASMO Shares
represented by LASMO ADSs) required to satisfy the Acceptance Condition,
Amerada Hess will announce that it has reserved the right so to reduce the
Acceptance Condition. The announcement will be made through a press release
designed to inform LASMO Securityholders in the United Kingdom and
elsewhere and by placing an advertisement in a newspaper of national
circulation in the United States. Such announcement will state the exact
percentage to which the Acceptance Condition may be reduced, will state
that such a reduction is possible but that Amerada Hess need not declare
its actual intentions until it is required to do so under the City Code and
will contain language advising LASMO Securityholders to withdraw their
LASMO Securities if their willingness to accept the Offer would be affected
by a reduction of the Acceptance Condition. Amerada Hess will not make such
an announcement unless it believes that there is a significant possibility
that a sufficient number of acceptances will be received to permit the
Acceptance Condition to be satisfied at such reduced level and that the
other Conditions will be satisfied, fulfilled or, to the extent permitted,
waived at such time. LASMO Securityholders who are not willing to accept
the Offer if the Acceptance Condition is reduced to a level lower than 90
per cent. should not accept the Offer until it becomes or is declared
unconditional as to acceptances (which may be at a level lower than 90 per
cent.) and/or be prepared to withdraw their acceptances promptly following
an announcement by Amerada Hess of its reservation of the right to reduce
the Acceptance Condition. Upon any announcement being made that the
percentage of LASMO Shares (including LASMO Shares represented by LASMO
ADSs) required to satisfy the Acceptance Condition may be reduced, the
Offer shall not be capable of becoming or being declared unconditional in
all respects until the expiry of at least five business days thereafter.
LASMO Securityholders will be able to accept the Offer for at least five
business days after a reduction of the Acceptance Condition either during
the Initial Offer Period or the Subsequent Offer Period. If Amerada Hess
states that the Offer will remain open until further notice, Amerada Hess
will give not less than 14 calendar days' notice in writing to LASMO
Securityholders who have not accepted the Offer before closing the
Subsequent Offer Period.

3.  ANNOUNCEMENTS

(a) Without prejudice to paragraph 4 below, by 8.00 am (London time) in the
United Kingdom and 8.00 am (New York City time) in the United States on the
business day (the "RELEVANT DAY") after each day on which the Offer is due
to expire or becomes unconditional in all respects or on which the Offer is
revised or is extended (or such later time or date as the Panel may agree),
Amerada Hess will make an appropriate announcement and inform the London
Stock Exchange and the Dow Jones News Service. In the announcement Amerada
Hess will state (unless otherwise permitted by the Panel) the total number
of LASMO Securities and rights over LASMO Securities (as nearly as
practicable):

(i)    for which acceptances of the Offer have been received, showing the
extent, if any, to which such acceptances have been received from
persons acting or deemed to be acting in concert with Amerada Hess for
the purposes of the Offer;

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45

(ii)   held by or on behalf of Amerada Hess or any person acting or deemed
to be acting in concert with Amerada Hess for the purposes of the Offer
before the Offer Period; and

(iii)  acquired or agreed to be acquired by or on behalf of Amerada Hess or
any person acting or deemed to be acting in concert with Amerada Hess
for the purposes of the Offer during the Offer Period;

and the announcement will specify the percentage of the issued share
capital of LASMO represented by each of these figures.

(b) In calculating the number of LASMO Securities represented by acceptances and
purchases, Amerada Hess may only include acceptances and purchases if they
could be counted towards fulfilling the Acceptance Condition under Notes 4,
5 and 6 to Rule 10 of the City Code, unless the Panel agrees otherwise.
Subject to this, Amerada Hess may include or exclude, for announcement
purposes, acceptances and purchases not in all respects in order or which
are subject to verification.

(c)  Any decision to extend the Offer may be made at any time up to, and will be
announced by, 8.00 am (London time) in the United Kingdom and 8.00 am (New
York City time) in the United States on the relevant day (or such later
time and/or date as the Panel may agree). If the Offer is not yet
unconditional in all respects (so that the Initial Offer Period has not yet
expired) the announcement will state the next Closing Date or, if the Offer
has become unconditional in all respects (with the result that the Initial
Offer Period has ended), the announcement will state that the Offer will
remain open for a Subsequent Offer Period until further notice or until a
further specified date not less than 14 calendar days after the end of the
Initial Offer Period.

(d) In this Appendix, a reference to the making of an announcement or the giving
of notice by or on behalf of Amerada Hess includes the release of an
announcement by Amerada Hess' public relations consultants or Goldman
Sachs, in each case on behalf of Amerada Hess, to the press and the
delivery by hand or telephone, e-mail, telex or facsimile or other
electronic transmission of an announcement to the London Stock Exchange and
the Dow Jones News Service, as the case may be. An announcement made
otherwise than to the London Stock Exchange and the Dow Jones News Service
will be notified simultaneously to the London Stock Exchange and the Dow
Jones News Service.

(e) Without limiting the manner in which Amerada Hess may choose to make any
public announcement and, subject to Amerada Hess' obligations under
applicable law (including Rules 14d-4(c) and 14d-6(c) under the Exchange
Act relating to Amerada Hess' obligations to disseminate promptly public
announcements concerning material changes to the Offer), Amerada Hess will
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by making a release to the London Stock
Exchange and the Dow Jones News Service.

4.  RIGHTS OF WITHDRAWAL

(a) Except as provided by this paragraph 4, acceptances and elections are
irrevocable.

(b) LASMO Securities in respect of which valid acceptances have been received
may be withdrawn pursuant to the procedures set out below at any time
during the Initial Offer Period and in certain other circumstances
described below. LASMO Securities in respect of which valid acceptances
have been received during the Initial Offer Period and that are not validly
withdrawn during the Initial Offer Period and LASMO Securities in respect
of which valid acceptances have been received during the Subsequent Offer
Period may not be withdrawn. Holders of LASMO Securities will not have
withdrawal rights during the Subsequent Offer Period, except in certain
limited circumstances described below. The Subsequent Offer Period must
remain open for at least 14 calendar days but may be extended beyond that
time until a further specified date or until further notice. If Amerada
Hess terminates any extension of the Initial Offer Period, withdrawal
rights will terminate immediately.

(c)  Amerada Hess will only announce that the Acceptance Condition has been
satisfied, if all the other Conditions are also satisfied, fulfilled or, to
the extent permitted, waived and the Initial Offer Period will terminate.
Withdrawal rights will also terminate at that time, unless Amerada Hess
then fails to comply by 3.30 pm (London time), 10.30 am (New York City
time), on the relevant day (as defined in paragraph 3(a) of this Part B)
(or such later time and/or date as the Panel may agree) with any of

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the other requirements specified in paragraph 3(a) of Part B of this
Appendix, in which case a LASMO Securityholder who has previously accepted
the Offer may withdraw his acceptance of the Offer by written notice in
compliance with paragraphs 4(e) and (f) of Part B of this Appendix (if
appropriate) given by post or by hand to the UK Receiving Agent or the US
Depositary at the addresses set out at the back of this document. Subject
to paragraph 1(c) of Part B of this Appendix, this right of withdrawal may
be terminated not less than eight calendar days after the relevant day by
Amerada Hess confirming that the Offer is still unconditional in all
respects, and complying with the other requirements specified in paragraph
3(a) of Part B of this Appendix. If that confirmation is given, the first
period of 14 days referred to in paragraph 1(b) of Part B of this Appendix
will start on the date of that confirmation and compliance.

(d) If a "no increase" and/or "no extension" statement is withdrawn in
accordance with paragraph 1(e) of Part B of this Appendix, a person who
accepts the Offer after the date of the statement may withdraw his
acceptance in the manner set out in paragraph 4(c) of Part B of this
Appendix during the period of eight calendar days after the date Amerada
Hess posts the notice of the withdrawal of that statement to LASMO
Securityholders.

(e) To be effective, a written notice of withdrawal must be received, subject to
paragraphs 4(c) and (d) of Part B of this Appendix, by the end of the
Initial Offer Period by the party (either the UK Receiving Agent or the US
Depositary) to whom the Acceptance Form was originally returned by the
relevant LASMO Securityholder and must specify the name of the person from
whom the acceptance was received, the number of LASMO Securities to be
withdrawn and (if share certificates or LASMO ADRs, as the case may be,
have been provided) the name of the registered holder of the relevant LASMO
Securities, if different from the name of the person from whom the
acceptance was received.

(f)  In respect of LASMO ADSs, if LASMO ADRs have been delivered or otherwise
identified to the US Depositary, then, prior to the physical release of
such LASMO ADRs, the serial numbers shown on such LASMO ADRs must be
submitted and, unless the LASMO ADSs evidenced by such LASMO ADRs have been
delivered by an Eligible Institution, the signatures on the notice of
withdrawal must be guaranteed by an Eligible Institution. If interests in
LASMO ADSs evidenced by LASMO ADRs have been delivered pursuant to the
procedures for book-entry transfer set out in paragraph 12(c) of Part B of
this Appendix, any notice of withdrawal must specify the name and number of
the account at the appropriate Book-Entry Transfer Facility to be credited
with the withdrawn LASMO ADSs and must otherwise comply with such
Book-Entry Transfer Facility's procedures.

(g) In this paragraph 4, "WRITTEN NOTICE" (including any letter of appointment,
direction or authority) means notice in writing bearing the original
signature(s) of the relevant accepting LASMO Securityholder(s) or his or
their agent(s) duly appointed in writing (evidence of whose appointment is
produced with the notice in a form satisfactory to Amerada Hess).
Notification by telex or facsimile or other electronic transmission or
copies will not be sufficient to constitute written notice. Any notice
which is postmarked in or otherwise appears to Amerada Hess or its agents
to have been sent from Canada, Australia or Japan may not be treated as
valid.

(h) Withdrawals of LASMO Securities in respect of which valid acceptances have
been received may not be rescinded (without Amerada Hess' consent) and any
LASMO Securities properly withdrawn and in respect of which valid
acceptances have not been received thereafter will thereafter be deemed not
to be the subject of a valid acceptance for the purposes of the Offer.
Withdrawn LASMO Securities may be subsequently the subject of a valid
acceptance, however, by following one of the procedures described in either
paragraph 10, 11 or 12 of Part B of this Appendix, as the case may be, at
any time whilst the Offer remains open.

(i)  All questions as to the validity (including time of receipt) of any notice
of withdrawal will be determined by Amerada Hess, whose determination
(except as required by the Panel) will be final and binding. None of
Amerada Hess, LASMO, Goldman Sachs, the US Depositary, the UK Receiving
Agent or any other person will be under any duty to give notification of
any defects or irregularities in any notice of withdrawal or incur any
liability for failure to give such notification or for any determination
under this paragraph (i).

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5.  MIX AND MATCH ELECTION

(a) Elections for the Mix and Match Election will only be accepted in respect of
whole numbers of LASMO Securities. The number of LASMO Securities in
respect of which a Mix and Match Election is made represents the number of
LASMO Securities in respect of which the LASMO Securityholder wishes to
receive either all cash or, as the case may be, all new Amerada Hess
Shares, as consideration under the Offer.

(b) Valid elections for new Amerada Hess Shares made by LASMO Securityholders in
excess of their basic entitlement to new Amerada Hess Shares will be
satisfied in full where sufficient new Amerada Hess Shares are available as
a result of other accepting LASMO Securityholders validly making elections
for cash in excess of their basic entitlements under the Offer, thereby
releasing new Amerada Hess Shares to which they would otherwise be entitled
under the Offer.

If, under the Mix and Match Election, the number of new Amerada Hess Shares
made available as a result of valid elections for cash in excess of the
basic entitlement thereto is insufficient to satisfy in full all valid
elections for new Amerada Hess Shares in excess of LASMO Securityholders'
basic entitlements thereto, then such excess elections will be scaled down
on a pro rata basis and the balance of the consideration will be satisfied
in cash or, if an election for the Loan Note Alternative is available and
is made, in Loan Notes in accordance with the basic terms of the Offer.

(c)  Valid elections for cash made by LASMO Securityholders in excess of their
basic entitlement to cash will be satisfied in full where sufficient cash
is available as a result of other accepting LASMO Securityholders validly
making elections for new Amerada Hess Shares in excess of their basic
entitlement under the Offer, thereby releasing cash to which they would
otherwise be entitled under the Offer.

If, under the Mix and Match Election, the amount of cash made available as
a result of valid elections for new Amerada Hess Shares in excess of the
basic entitlement thereto is insufficient to satisfy in full all valid
elections for cash in excess of LASMO Securityholders' basic entitlements
thereto, then such elections will be scaled down on a pro rata basis and
the balance of the consideration will be satisfied in accordance with the
basic terms of the Offer.

(d) To the extent that valid Mix and Match Elections can be satisfied in
accordance with sub-paragraphs (b) and (c) above, LASMO Securityholders will
receive new Amerada Hess Shares instead of cash and vice versa based upon
the value of an Amerada Hess Share as at the close of business on the NSYE
on the most recent NYSE trading day prior to the date the relevant LASMO
Securityholder's entitlement under the Mix and Match Election falls to be
determined. The sterling equivalent of the value of an Amerada Hess Share as
at such date will be determined at the US$ to L exchange rate at that time,
as determined by Goldman Sachs.

(e) If a LASMO Securityholder eligible to elect for the Loan Note Alternative
elects for the Loan Note Alternative as well as for the Mix and Match
Election then, to the extent that the consideration he receives is modified
as a result of such elections, the Mix and Match Election will be deemed to
take effect before his election for the Loan Note Alternative and the Loan
Note Alternative will apply in accordance with paragraph 18(iv) of the
Letter from Goldman Sachs.

(f)  Although the Offer will remain open for a Subsequent Offer Period of at
least 14 calendar days after the date on which the Offer becomes or is
declared unconditional in all respects (at the end of the Initial Offer
Period) and may be extended beyond that time until a further specified date
or until further notice, the Mix and Match Election will remain open until
but not beyond 3.00 pm (London time), 10.00 am (New York City time), on the
date falling five calendar days after the date on which the Offer becomes
or is declared unconditional in all respects.

(g) No Election for the Mix and Match Election will be valid unless both a valid
acceptance of the Offer and a valid election for the Mix and Match Election,
duly completed in all respects and (i) accompanied by all relevant share
certificate(s), LASMO ADRs and/or other document(s) of title in respect of
LASMO Securities in certificated form, or, (ii) if the LASMO Securities to
which the acceptance relates are in uncertificated form, a settlement of a
transfer to escrow instruction in favour of the UK Receiving Agent as escrow
agent in relation to LASMO Shares or an Agent's Message to the US Depositary
in relation to LASMO ADSs in accordance with the procedures set out in this
document, are duly received by the time and date on which the Mix and Match
Election closes.

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(h) In the event that a LASMO Securityholder purports to elect for both
additional cash and additional new Amerada Hess Shares under the Mix and
Match Election, both purported elections shall be deemed to be void, and
such LASMO Securityholder shall be deemed to have accepted the Offer on its
basic terms in respect of all the LASMO Securities to which the relevant
Acceptance Form relates or is deemed to relate.

(i)  If any Acceptance Form which includes an election for the Mix and Match
Election is either received after the time and date upon which the Mix and
Match Election closes or is received before such time and date but is not,
and is not deemed to be, valid or complete in all respects at such time and
date, such election shall, for all purposes, be void and the LASMO
Securityholder purporting to make such election shall not, for any purpose,
be entitled to receive any variation of consideration under the Mix and
Match Election, but such acceptance, if otherwise valid, shall, subject to
the provisions of paragraph (j) below, be deemed to be an acceptance of the
Offer in respect of the number of LASMO Securities indicated in the
relevant Acceptance Form and the relevant LASMO Securityholder will, upon
the Offer becoming unconditional in all respects be entitled to receive the
basic consideration due under the Offer in respect thereof.

(j)  The Mix and Match Election will lapse if the Offer lapses or expires. An
election under the Mix and Match Election may only be made in respect of
LASMO Securities for which the Offer is validly accepted. LASMO
Securityholders who do not make a Mix and Match Election will receive the
basic terms of the Offer. Mix and Match Elections must be made at the same
time as the acceptances of the Offer to which they relate, on the relevant
Acceptance Form.

(k)  Amerada Hess reserves the right to limit the extent to which elections by
LASMO Securityholders under the Mix and Match Election (or any subsequent
mix and match election) will be capable of being satisfied by cash and/or
Amerada Hess Shares released by opposite elections by other LASMO
Securityholders insofar as it determines this to be necessary or desirable
with a view to ensuring that the aggregate number of Amerada Hess Shares
and the aggregate amount of cash payable to all LASMO Securityholders do
not exceed the levels which would apply in the event of full acceptance of
the Offer with a single closing date for the Mix and Match Election,
whether as a result of the operation of the provisions of Sections 429 to
430F of the Companies Act (which permit compulsory acquisition of
outstanding shares following a takeover offer) or otherwise.

(l)  A Mix and Match Election made by a LASMO Securityholder may not be changed
after the time that it is first made on the relevant Acceptance Form.
However, acceptances including the associated Mix and Match Election may be
withdrawn in accordance with the procedures in paragraph 4 of Part B of
Appendix I. This right of withdrawal, except in the limited circumstances
set out in paragraphs 4 (b), (c) and (d) of Part B of Appendix I,
terminates at the time that the Offer becomes unconditional in all respects
(i.e. at the end of the Initial Offer Period). Accordingly, Mix and Match
Elections made in the 5 calendar day period between the end of the Initial
Offer Period and the time and date at which the Mix and Match Election
ceases to be open for acceptance cannot be changed or withdrawn.

6.  THE LOAN NOTE ALTERNATIVE

(a) As an alternative to all or part of the cash consideration to which they are
otherwise entitled under the Offer (including under the Mix and Match
Election), LASMO Shareholders (other than US persons and certain
shareholders not resident in the United Kingdom) who validly accept the
Offer may elect to receive Loan Notes to be issued by Amerada Hess on the
basis described below.

(b) The Loan Note Alternative is conditional upon all of the Conditions being
satisfied, fulfilled or, to the extent permitted, waived and will remain
open for as long as the Offer remains open for acceptance. Under the Loan
Note Alternative, Amerada Hess agrees with each LASMO Shareholder (other
than US persons and certain shareholders not resident in the United Kingdom)
who validly accepts the Offer and validly elects for the Loan Note
Alternative in respect of a number of LASMO Shares to issue to each such
LASMO Shareholder a Loan Note, credited as fully paid, of L1 nominal value,
in respect of each L1 cash consideration to which such LASMO Shareholder
would otherwise be entitled in respect of such number of LASMO Shares under
the Offer (including any additional cash to which a LASMO Shareholder
becomes entitled under the Mix and Match Election). No Loan Notes will be
issued unless, at the time the Offer becomes or is declared unconditional in
all respects, valid elections for the Loan Note Alternative will result in
the issue of at least L2 million in aggregate nominal amount of Loan Notes
or such smaller amount as Amerada Hess may, in its
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absolute discretion, decide. If insufficient elections are received, the
LASMO Shareholders who have validly accepted the Offer and elected to
receive Loan Notes will (unless the board of Amerada Hess otherwise
determines) receive cash in accordance with the terms of the Offer
(including the Mix and Match Election).

(c)  No election for the Loan Note Alternative will be valid unless both a valid
acceptance of the Offer and a valid election for the Loan Note Alternative,
duly completed in all respects and accompanied by, if appropriate, all
relevant share certificates and/or other document(s) of title, are duly
received by the time and date on which the Loan Note Alternative closes.

(d) If any acceptance of the Offer which includes an election for the Loan Note
Alternative is not, and is not deemed to be, valid or complete in all
respects at such time, such election shall for all purposes be void and the
holder(s) of LASMO Shares purporting to make such election shall not, for
any purpose, be entitled to receive the Loan Note Alternative, but any such
acceptance which is otherwise valid shall be deemed to be an acceptance of
the Offer (without the Loan Note Alternative) for the number of LASMO Shares
which are the subject of the acceptance and the holder(s) of LASMO Shares
will, on the Offer becoming unconditional in all respects, be entitled to
receive the cash consideration due under the Offer in accordance with the
terms of the Offer.

(e) The insertion of a number in Box 4 on the Form of Acceptance shall, subject
to the other terms of the Offer, be treated in respect of the relevant
number of LASMO Shares as an election for the Loan Note Alternative.

(f)  An election for the Loan Note Alternative will not be valid unless the Form
of Acceptance is completed correctly in all respects and is received in
accordance with paragraphs 10 and 11 below.

(g) The Loan Notes will be issued, credited as fully paid, in amounts and
integral multiples of L1 nominal value and fractional entitlements will be
disregarded and not paid.

(h) The Loan Notes have not been, and will not be, registered under the
Securities Act or under the laws of any State of the United States nor have
any steps been taken, nor will any be taken, to enable the Loan Notes to be
offered in compliance with applicable securities laws of Canada or Japan and
no prospectus in relation to the Loan Notes has been, or will be, lodged
with the Australian Securities Commission. Accordingly, the Loan Notes may
not be offered, sold, resold or delivered or distributed directly or
indirectly, in or into the United States, or to or for the account or
benefit of any US person, except pursuant to an exemption from, or in a
transaction exempt from, or not subject to, the requirements of the
Securities Act or the relevant securities laws of any State of the United
States. The Loan Notes may not be offered, sold or delivered, directly or
indirectly, in or into Canada, Australia or Japan.

(i)  Goldman Sachs has advised that, based on market conditions on  -- December
2000 (the latest practicable date prior to the posting of this document),
the value of the Loan Notes (had they been in issue on that day) would not
have been less than  -- pence per L1 in nominal value.

(j)  In respect of acceptances received after the date falling five calendar
days after the date on which the Offer becomes unconditional in all
respects (i.e. after the end of the Initial Offer Period), the Mix and
Match Election will not be available and accordingly the Loan Note
Alternative will not be available in relation to any Mix and Match Election
for additional cash consideration made after that date.

(k)  Further details of the Loan Note Alternative are set out in Appendix II
below.

7.  REVISION OF THE OFFER AND/OR THE LOAN NOTE ALTERNATIVE

(a) Although no revision is envisaged, if the Offer (in its original or
previously revised form(s)) is revised (either in terms or conditions or in
the value or form of the consideration offered or otherwise) and whether or
not the Mix and Match Election and/or the Loan Note Alternative (in their
original or any previously revised form(s)) are revised, the benefit of the
revised Offer will, subject as provided in paragraphs 7(b), 7(c), 7(e) and 9
of Part B of this Appendix, be made available to a LASMO Securityholder who
has validly accepted the Offer (in its original or any revised form(s)) and
not validly withdrawn such acceptance (a "PREVIOUS ACCEPTOR") if the revised
Offer represents, on the date on which it is announced (on such basis as
Goldman Sachs may consider appropriate), an improvement, or no diminution,
in the value of the consideration offered compared with the consideration or
terms previously offered. The acceptance by or on behalf of a Previous
Acceptor of the
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Offer (in its original or any revised form(s)) will, subject as provided in
paragraphs 7(b), 7(c), 7(e) and 9 of Part B of this Appendix, be deemed an
acceptance of the revised Offer and will constitute the appointment of and
direction to any director of Amerada Hess or of Goldman Sachs as his
attorney and/or agent with authority, whether or not he shall have elected
for the Mix and Match Election and/or the Loan Note Alternative:

(i)    to accept the revised Offer on his behalf;

(ii)   if the revised Offer includes alternative forms of consideration, to
make on his behalf elections for and/or accept the alternative forms
of consideration on his behalf in the proportions the attorney
and/or agent in his absolute discretion thinks fit; and

(iii)  to execute on his behalf and in his name any further documents and
take such further actions (if any) as may be required to give effect
to those elections or acceptances.

In making any election and/or acceptance, the attorney and/or agent will
take into account the nature of any previous acceptance or elections made
by or on behalf of the Previous Acceptor and such other facts or matters as
he may reasonably consider relevant. The attorney and/or agent shall not be
liable to any LASMO Securityholder or any other person in making any such
election and/or acceptance or in making any determination in respect
thereof. In this paragraph, the expression the "Offer" shall, and shall be
deemed to, mean and include the Offer and/or the Mix and Match Election
and/or the Loan Note Alternative and/or all or any alternative forms of
consideration to be given under the Offer and any combination or choice of
the Offer and/or the Mix and Match Election and/or the Loan Note
Alternative and/or all or any alternative forms of consideration.

(b) The deemed acceptance and/or election referred to in paragraph 7(a) of Part
B of this Appendix will not apply and the power of attorney and authorities
conferred by that paragraph will not be exercised if, as a result, the
Previous Acceptor would (on such basis as Goldman Sachs may consider
appropriate) receive less in aggregate in consideration under the Offer than
he would have received in aggregate in consideration as a result of his
acceptance of the Offer in the form originally accepted by him or on his
behalf (unless the Previous Acceptor has previously agreed in writing to
receive less in aggregate consideration).

(c)  The deemed acceptance and/or election referred to in paragraph 7(a) of Part
B of this Appendix will not apply and the power of attorney and the
authorities conferred by that paragraph will be ineffective in the case of
a Previous Acceptor who lodges, within 14 calendar days of the posting of
the document containing the revised Offer and/or any revised or other
alternative or elections, an Acceptance Form (or any other form issued on
behalf of Amerada Hess) in which he validly elects to receive consideration
under the revised Offer in some other manner than that set out in his
original acceptance.

(d) Amerada Hess and Goldman Sachs reserve the right to treat an executed
Acceptance Form relating to the Offer (in its original or any previously
revised form(s)) which is received (or dated) after the announcement of any
revised Offer as a valid acceptance of the revised Offer (and where
applicable a valid election for the alternative forms of consideration).
That acceptance will constitute an authority in the terms of paragraph 7(a)
of Part B of this Appendix on behalf of the relevant LASMO Securityholder.

(e) If Amerada Hess makes a material change in the terms of the Offer or if it
waives a material Condition of the Offer prior to the end of the Initial
Offer Period, Amerada Hess will disseminate additional tender offer
materials and extend the Offer to the extent required by Rules 14d-4(d),
14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which
an offer must remain open following material changes in the terms of the
Offer, other than a change in price or a change in the percentage of
securities sought, will depend upon the facts and circumstances then
existing, including the materiality of the changes. With respect to a change
in price or, subject to certain limitations, a change in the percentage of
securities sought, a minimum of ten business days is generally required to
allow for adequate dissemination to Securityholders. Any reduction of the
Acceptance Condition will be effected and announced in the manner described
in paragraph 2(d) of Part B of this Appendix.

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8.  GENERAL

(a) If the Offer lapses, neither Amerada Hess nor any person acting, or deemed
to be acting, in concert with Amerada Hess for the purposes of the Offer nor
any of their respective affiliates may, pursuant to the City Code, make an
offer (whether inside or outside the United Kingdom) for LASMO Securities
for a period of one year following the date of such lapse, except with the
permission of the Panel.

(b) If the Offer lapses or is withdrawn, Acceptance Forms, LASMO share
certificates, LASMO ADRs and other documents of title will be returned by
post (or by such other method as the Panel may approve) within 14 calendar
days of the Offer lapsing or being withdrawn, at the risk of the LASMO
Securityholder in question, to the person or agent whose name and address
(outside Canada, Australia or Japan) is set out in the relevant box on the
Acceptance Form or, if none is set out, to the first-named holder at his
registered address (outside Canada, Australia or Japan) or, in the case of
LASMO ADSs delivered by book-entry transfer into the US Depositary's account
at a Book-Entry Transfer Facility pursuant to the procedures set forth in
paragraph 12(c) of Part B of this Appendix, such LASMO ADSs will be credited
within such period to an account maintained at the appropriate Book-Entry
Transfer Facility.

(c)  The UK Receiving Agent will, immediately after the Offer lapses (or within
such longer period as the Panel may permit, not exceeding 14 days of the
Offer lapsing) instruct CRESTCo to transfer all LASMO Shares held in escrow
balances and in relation to which it is the escrow agent for the purposes
of the Offer to the original available balances of the relevant LASMO
Shareholders.

(d) Except with the consent of the Panel:

(i)    settlement of the consideration to which any LASMO Securityholder is
entitled under the Offer will be fully implemented in accordance
with the terms of the Offer without regard to any lien, right of
set-off, counterclaim or other analogous right to which Amerada Hess
or Goldman Sachs may otherwise be, or claim to be, entitled against
that LASMO Securityholder; and

(ii)   settlement of the consideration will be effected in the manner
prescribed in paragraph 20 of the Letter from Goldman Sachs not
later than 14 calendar days after the later of the date on which the
Offer becomes unconditional in all respects and the date of receipt
of a valid and complete Acceptance Form from such holder of LASMO
Securities.

(e) The terms, provisions, instructions and authorities contained in the
Acceptance Forms also constitute part of the terms of the Offer. A word or
expression defined in this document has the same meaning when used in an
Acceptance Form, unless the context requires otherwise. The provisions of
this Appendix I shall be deemed to be incorporated in the Acceptance Forms.

(f)  Any omission or failure to despatch this document, the Acceptance Forms,
any other documents relating to the Offer or any notice required to be
despatched under the terms of the Offer to, or any failure to receive the
same by, any person to whom the Offer is, or should be, made will not in
any way invalidate the Offer or create any implication that the Offer has
not been made to any such person. Subject to the provisions of paragraph 9
of Part B of this Appendix, the Offer is made to any LASMO Securityholder
to whom this document and the Acceptance Forms or any related document may
not have been despatched or who may not receive such documents, and these
persons may collect the relevant documents from the UK Receiving Agent, the
US Depositary or the Information Agent at the addresses set out at the back
of this document.

(g) Subject to the City Code, Amerada Hess and Goldman Sachs reserve the right
to treat as valid in whole or in part any acceptance of the Offer received
by the UK Receiving Agent or the US Depositary or otherwise on behalf of
Amerada Hess which is not entirely in order or in the correct form or which
is not accompanied by (as applicable) the relevant transfer to escrow or the
relevant share certificates, LASMO ADRs and/or other documents of title or
which are received by them in a form or at a place or places other than as
set out in this document or the relevant Acceptance Form. In that event, no
issue of new Amerada Hess Shares or payment of cash, or, if applicable,
issue of Loan Notes under the Offer will be made until after the acceptance
is entirely in order and (as applicable) the relevant transfer to escrow has
settled or the relevant share certificate(s), LASMO ADRs and/or other
document(s) of title or indemnities satisfactory to Amerada Hess have been
received by the UK Receiving Agent or the US Depositary, as the case may be.

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(h) If all of the Conditions have been either satisfied, fulfilled or, to the
extent permitted, waived and Amerada Hess has acquired or contracted to
acquire, pursuant to the Offer or otherwise, at least 90 per cent. in
nominal value of the LASMO Shares (including LASMO Shares represented by
LASMO ADSs) to which the Offer relates, before the end of the four month
period provided by the Companies Act, Amerada Hess will be entitled, and
intends, to acquire the remaining LASMO Securities on the same terms as the
Offer pursuant to the compulsory acquisition procedure set out in sections
428 to 430E of the Companies Act (see paragraph 11 of Appendix VI and
Appendix VIII to this document). When the Offer becomes or is declared
unconditional in all respects, Amerada Hess intends to procure the making of
an application by LASMO for the removal of LASMO Shares from the Official
List of the UK Listing Authority and for the cancellation of trading in
LASMO Shares on the London Stock Exchange's market for listed securities and
also for the de-listing of LASMO ADSs and LASMO Shares (the LASMO Shares do
not trade on the NYSE and are listed on the NYSE only in connection with the
ADS program) from the NYSE. It is anticipated that cancellation of listing
from the Official List and cancellation of trading on the London Stock
Exchange will take effect no earlier than 20 business days after the Offer
becomes or is declared unconditional in all respects. De-listing would
significantly reduce the liquidity and marketability of any LASMO Securities
with respect to which valid acceptances were not received in the Offer.
Amerada Hess will make an announcement at least 20 business days prior to
cancellation of listing from the Official List and the cancellation of
trading on the London Stock Exchange specifying the exact date upon which
LASMO Shares will be de-listed. While it is anticipated that cancellation of
both listings will take place at the same time, cancellation of the listing
of the LASMO ADSs and LASMO Shares on the NYSE could take place earlier than
cancellation of the listing and trading of the LASMO Shares on the Official
List of the UK Listing Authority and the London Stock Exchange,
respectively.

(i)  All powers of attorney, appointments of agents and authorities on the terms
conferred by or referred to in this Appendix or in the Acceptance Forms are
given by way of security for the performance of the obligations of the
relevant LASMO Securityholder and are irrevocable in accordance with
section 4 of the Powers of Attorney Act 1971, except in the circumstances
where the donor of the power of attorney or authority validly withdraws his
acceptance in accordance with paragraph 4 of Part B of this Appendix I.

(j)  No acknowledgement of receipt of any Acceptance Form, share certificate,
LASMO ADR or other document of title will be given. All communications,
notices, certificates, LASMO ADRs, documents of title and remittances to be
delivered by, and sent to or from, LASMO Securityholders (or their
designated agent(s)) will be delivered or sent at their own risk.

(k)  If the Offer becomes unconditional in all respects, all mandates,
instructions and instruments in force immediately before the Offer becomes
unconditional in all respects relating to holdings of LASMO Securities
will, unless or until revoked, continue in force in relation to payments
and notices in respect of new Amerada Hess Shares and under Loan Notes
issued under the Offer in each case insofar as relevant. If a LASMO
Securityholder has existing Amerada Hess Shares, the mandates, instructions
and instruments in force for the existing Amerada Hess Shares will
supersede the mandates and instructions for the LASMO Securities.

(l)  Amerada Hess and Goldman Sachs reserve the right to notify any matter,
including the making of the Offer, to all or any LASMO Securityholders:

(i)    with a registered address outside the United Kingdom and the United
States; or

(ii)   whom Amerada Hess or Goldman Sachs knows to be a custodian, trustee
or nominee holding LASMO Securities for persons who are citizens,
residents or nationals of jurisdictions outside the United Kingdom
and the United States,

by announcement in the United Kingdom to the London Stock Exchange and in
the United States to the Dow Jones News Service or in any other appropriate
manner or by paid advertisement in newspapers published and circulated in
the United Kingdom and the United States. Such notice will be deemed to
have been sufficiently given, despite any failure by a LASMO Securityholder
to receive or see that notice. A reference in this document to a notice or
the provision of information in writing by or on behalf of Amerada Hess is
to be construed accordingly. No such document will be sent to an address in
Canada, Australia or Japan.

(m) The Offer is made at 3.00 pm (London time), 10.00 am (New York City time) on
[DAY 0] 2000 and is capable of acceptance from and after that time.
Acceptance Forms and copies of this document
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53

may be collected from that time onwards from the UK Receiving Agent, the US
Depositary or the Information Agent at one of the addresses set out at the
back of this document. The Offer is made in the United States by Amerada
Hess on its own behalf. The terms and conditions set forth in the letter
from Goldman Sachs apply equally to such offer.

(n) This Offer has been announced by means of an advertisement in the Financial
Times and The Wall Street Journal on [DAY 0] 2000.

(o) The Offer, all acceptances of the Offer, all elections in respect of it and
the contract to which it gives rise, are governed by and will be construed
in accordance with English law. Execution by or on behalf of a LASMO
Securityholder of an Acceptance Form constitutes his irrevocable submission
to the jurisdiction of the courts of England in relation to all matters
arising in connection with the Offer. However, the conduct of the Offer is
also subject to US federal securities laws and the securities laws of the
States and other jurisdictions in the US in which the Offer is being made
if, and to the extent, applicable to the Offer.

(p) References in paragraphs 10, 11 and 12(i) of this Part B to a LASMO
Securityholder, a holder of LASMO Shares and a holder of LASMO ADSs will
include references to the person or persons executing the Acceptance Form
and in the event of one or more than one such person executing an
Acceptance Form, such provisions shall apply to them jointly.

(q) In relation to any acceptance of the Offer in respect of a holding of LASMO
Shares which are in uncertificated form, Amerada Hess reserves the right to
make such alterations, additions or modifications as may be necessary or
desirable to give effect to any purported acceptance of the Offer, whether
in order to comply with the facilities or requirements of CREST or
otherwise, provided such alterations, additions or modifications are
consistent with the requirements of the City Code or are otherwise made
with the consent of the Panel.

(r)  All references in this Appendix I to any statute or statutory provision
shall include a statute or statutory provision which amends, consolidates
or replaces the same (whether before or after the date hereof).

(s)  Fractions of new Amerada Hess Shares will not be allotted or issued to
accepting LASMO Securityholders. Fractional entitlements to new Amerada
Hess Shares will be aggregated and sold in the market and the net proceeds
of sale distributed pro rata to the holders of LASMO Securities entitled to
them. Any LASMO Securityholder may elect (by separate written notice to the
UK Receiving Agent or the US Depositary accompanying his or her Acceptance
Form) to receive the payment due in respect of fractional entitlements in
either pounds sterling or US dollars. In the absence of any such election,
such payment will be made to holders of LASMO ADSs in US dollars and to
LASMO Shareholders in pounds sterling, the proceeds having been converted
from US dollars at a prevailing exchange rate selected by Amerada Hess at
the relevant time. Amerada Hess will not be liable to LASMO Securityholders
or any other person in respect of the timing of any such sale or conversion
or the price or exchange rate achieved in respect of any such sale or
conversion. Individual entitlements to amounts of less than L5.00 (or its
equivalent in US dollars at the relevant time) will not be paid to holders
of LASMO Securities but will be retained for the benefit of the enlarged
Amerada Hess Group.

(t)  The number of Amerada Hess Shares which will be issued on full acceptance
of the Offer is expected not to exceed approximately 17.1 million on the
basis that, as at 3 November 2000, 1,344,328,323 LASMO Shares had been
issued (including LASMO Shares represented by LASMO ADSs) and it is
reasonable, in LASMO's opinion, to expect that a further 3,121,406 new
LASMO Shares may be issued during the relevant period as a result of the
exercise of options. Amerada Hess reserves the right to adjust the Offer
consideration, by reducing rateably the aggregate number of Amerada Hess
Shares to be issued under the Offer, if any issue of LASMO Shares in excess
of these amounts would mean that Amerada Hess would otherwise be obliged to
issue more than 17.18 million new Amerada Hess Shares under the Offer or
pursuant to the statutory compulsory acquisition arrangements under Section
429 of the Companies Act. In that event, LASMO Securityholders will instead
be entitled to receive cash at a rate of L43.37 for each Amerada Hess Share
by which the Offer consideration is so adjusted. This represents the NYSE
Closing Price of an Amerada Hess Share on 3 November 2000, the last NYSE
trading day prior to the Announcement, translated into sterling at the rate
of US$1.4484: L1.00.

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54

(u) All LASMO Securities which are acquired by Amerada Hess under the Offer will
be acquired fully paid and free from all liens, equities, charges,
equitable interests, encumbrances and other interests and together with all
rights now or hereafter attaching thereto, including the right to receive
and retain all dividends and other distributions declared, made or payable
after 6 November 2000.

(v)  The new Amerada Hess Shares will rank pari passu in all respects with
existing Amerada Hess Shares, including the right to any dividends and
other distributions declared, paid or made by reference to a record date
after the date on which they are issued. For the avoidance of doubt, LASMO
Securityholders will not be entitled to the dividend of Amerada Hess
expected to be declared in December 2000 and paid on or about 3 January
2001.

9.  OVERSEAS LASMO SECURITYHOLDERS

(a) The making of the Offer (including the Loan Note Alternative) in, or to
certain persons resident in, or nationals or citizens of, jurisdictions
outside the United Kingdom or the United States (and the availability of
Loan Notes to such persons or US persons) or to their nominees or trustees
may be prohibited or affected by the laws of the relevant jurisdiction.
LASMO Securityholders who are persons, citizens, residents or nationals of
jurisdictions outside the United Kingdom and the United States (or, in the
case of Loan Notes, outside the United Kingdom only) should inform
themselves about and observe any applicable legal requirements. It is the
responsibility of such LASMO Securityholders wishing to accept the Offer or
the Loan Note Alternative to satisfy themselves as to the full observance
of the laws of the relevant jurisdiction in connection with the Offer. This
includes the obtaining of any governmental, exchange control or other
consents which may be required, compliance with other necessary formalities
needing to be observed and the payment of any issue, transfer or other
taxes due in that jurisdiction by whomsoever payable and Amerada Hess and
Goldman Sachs and any persons acting on their behalf will be fully
indemnified and held harmless by any LASMO Securityholder for whom Amerada
Hess or Goldman Sachs are required to pay any issue, transfer or other
taxes. The Loan Note Alternative is not being made available to LASMO
Securityholders who are US persons, or to certain other overseas persons.

(b) The Offer (including the Loan Note Alternative) is not being made, directly
or indirectly, in or into Canada, Australia or Japan or by use of the mails
of, or by any means or instrumentality of interstate or foreign commerce
of, or of any facility of a national securities exchange of Canada,
Australia or Japan. This includes, but is not limited to, e-mail, facsimile
transmission, telex and telephone. Accordingly, copies of this document,
the Acceptance Forms, and any related offering documents are not being, and
must not be mailed, forwarded or otherwise distributed or sent in, into or
from Canada, Australia or Japan. Persons receiving such documents
(including, without limitation, custodians, nominees and trustees) must not
distribute, mail or send them in, into or from Canada, Australia or Japan
or use the Canadian, Australian or Japanese (or, if electing for the Loan
Note Alternative, Australian, Canadian, Japanese or US) mails or any such
means, instrumentality or facility for any purpose directly or indirectly
in connection with the Offer, and so doing may invalidate any related
purported acceptance of the Offer. Envelopes containing Acceptance Forms in
respect of the Offer must not be postmarked in Canada, Australia or Japan
(or, if electing for the Loan Note Alternative, Australia, Canada, Japan or
the US) or otherwise despatched from those jurisdictions and all acceptors
must provide addresses outside Canada, Australia or Japan (and, if electing
for the Loan Note Alternative, the US) for the receipt of the consideration
to which they are entitled under the Offer or for the return of Acceptance
Forms or documents of title.

(c)  Subject as provided below, a LASMO Securityholder will be deemed not to
have accepted the Offer if:

(i)    he cannot give the representations and warranties set out in
paragraphs 11(b) and 12(i)(ii)(dd) of Part B of this Appendix;

(ii)   he completes the relevant Box of the Acceptance Form with an address
in Canada, Australia or Japan or has a registered address in Canada,
Australia or Japan and in either case he does not insert in the relevant
Box of the Acceptance Form the name and address of a person or agent
outside Canada, Australia or Japan to whom he wishes the consideration
to which he is entitled under the Offer to be sent;

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55

(iii)  he inserts in the relevant Box of the Acceptance Form the name and
address of a person or agent in Canada, Australia or Japan to whom he
wishes the consideration to which he is entitled under the Offer to be
sent; or

(iv)  the Acceptance Form received from him is in an envelope postmarked
in, or which otherwise appears to Amerada Hess or its agents to have
been sent from, Canada, Australia or Japan.

(d) If any person, despite the restrictions referred to in paragraph 9(b) of
Part B of this Appendix and whether pursuant to a contractual or legal
obligation or otherwise, forwards this document, the Acceptance Form or any
related offering document in, into or from Canada, Australia or Japan or
uses the mails or any means or instrumentality (including, without
limitation, e-mail, facsimile transmission, telex and telephones) of
interstate or foreign commerce of, or any facilities of a national
securities exchange of Canada, Australia or Japan in connection with that
forwarding, that person should:

(i)    inform the recipient of that fact;

(ii)   explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and

(iii)  draw the attention of the recipient to this paragraph 9.

(e) If any written notice from a LASMO Securityholder withdrawing his acceptance
in accordance with paragraph 4 of Part B of this Appendix is received in an
envelope postmarked in, or which otherwise appears to Amerada Hess or its
agents to have been sent from Canada, Australia or Japan, Amerada Hess
reserves the right, in its absolute discretion, to treat that notice as
invalid.

(f)  The provisions of this paragraph 9 and any other terms of the Offer
relating to overseas holders of LASMO Securities may be waived, varied or
modified as regards specific LASMO Securityholders or on a general basis by
Amerada Hess in its sole discretion. Subject to this discretion, the
provisions of this paragraph 9 supersede any terms of the Offer
inconsistent with them. A reference in this paragraph 9 to a LASMO
Securityholder includes the person or persons executing the Acceptance Form
and, in the event of more than one person executing an Acceptance Form, the
provisions of this paragraph 9 apply to them jointly and severally.

(g) The Loan Notes to be issued pursuant to the Loan Note Alternative will not
be listed on any stock exchange and have not been, and will not be,
registered under the Securities Act or under the laws of any State of the
United States nor have any steps been taken, nor will any be taken, to
enable the Loan Notes to be offered in compliance with applicable
securities laws of Canada or Japan and no prospectus in relation to the
Loan Notes has been, or will be, lodged with the Australian Securities
Commission. Accordingly, the Loan Notes may not be offered, sold, resold,
delivered or distributed, directly or indirectly, in or into the United
States or to or for the account or benefit of any US person, except
pursuant to an exemption from, or in a transaction exempt from, or not
subject to, the requirements of the Securities Act or the relevant
securities laws of any State of the United States. The Loan Notes may not
be offered, sold or delivered, directly or indirectly, in or into Canada,
Australia or Japan.

If in respect of a Form of Acceptance from any LASMO Shareholder the holder
is unable or Amerada Hess believes the holder is unable to make the
representations and warranties set out in paragraph 11(b) of this Appendix,
Amerada Hess reserves the right, in its absolute discretion, to ignore any
election in that Form of Acceptance to receive Loan Notes and to treat it
instead as an acceptance of the Offer for cash.

10. PROCEDURES FOR ACCEPTING THE OFFER IN RESPECT OF LASMO SHARES

(a) Holders of LASMO Shares will have received with this document a Form of
Acceptance. This section should be read together with the Form of
Acceptance. The provisions of this section shall be deemed to be
incorporated in, and to form a part of, the Form of Acceptance. The
instructions printed on the Form of Acceptance shall be deemed to form part
of the terms of the Offer.

If a holder of LASMO Shares holds LASMO Shares in both certificated and
uncertificated (that is, in CREST) form, he should complete a separate Form
of Acceptance for each holding. Similarly, such holder should complete a
separate Form of Acceptance for LASMO Shares held in uncertificated

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form, but under different member account IDs, and for LASMO Shares held in
certificated form, but under different designations.

(b) To accept the Offer, any LASMO Shareholder, including any person in the US
who holds LASMO Shares, wishing to accept the Offer in respect of all or
any portion of such holder's LASMO Shares, should complete Box 1, check the
details contained in Box 2 and, if applicable, complete Boxes 3A or 3B, 4,
5, 8, 9A or 9B and, if such holder's LASMO Shares are in CREST, Box 7 on
the Form of Acceptance. In all cases, LASMO Shareholders should then sign
and date Box 6 of the Form of Acceptance in accordance with the
instructions printed on it. All LASMO Shareholders who are individuals
should sign Box 6 of the Form of Acceptance in the presence of a witness,
who should also sign Box 6 in accordance with the instructions printed on
it. Unless witnessed, an acceptance will not be valid.

(c)  An accepting LASMO Shareholder should return the completed, signed and
witnessed Form of Acceptance, whether or not such LASMO Shares are in
CREST, to the UK Receiving Agent (if such accepting LASMO Shareholder is
not resident in the United States) or to the US Depositary (if such
accepting LASMO Shareholder is a resident in the United States). The
completed Form of Acceptance, together, if such holder's LASMO Shares are
in certificated form, with his share certificate(s) and/or other
document(s) of title, must be lodged with the UK Receiving Agent (if such
accepting LASMO Shareholder is not resident in the United States) or the US
Depositary (if such accepting LASMO Shareholder is a resident in the United
States), as soon as possible, but in any event so as to arrive NOT LATER
THAN 3.00 PM (LONDON TIME), 10.00 AM (NEW YORK CITY TIME) ON    --   2001.

If you have any questions as to how to complete the Form of Acceptance,
please contact the UK Receiving Agent on 0870 703 0056, the US Depositary
on +1 (212) 815 6156 or the Information Agent in the UK on 0800 169 6962 or
in the US on +1 (800) 628 8536.

A person in the US who holds LASMO Shares may submit the Form of
Acceptance, together with his share certificates and/or other document(s)
of title, to the US Depositary, who will receive such Form(s) of Acceptance
and certificate(s) and/or other document(s) of title on behalf of the UK
Receiving Agent. A Form of Acceptance contained in an envelope postmarked
in Canada, Australia or Japan or otherwise appearing to Amerada Hess or its
agents to have been sent from Canada, Australia or Japan may be rejected as
invalid.

(d) If LASMO Shares are in uncertificated form, the holder should insert in Box
7 of the Form of Acceptance the participant ID and member account ID under
which such LASMO Shares are held by him in CREST and otherwise complete and
return the Form of Acceptance as described above. In addition, such holders
should take (or procure to be taken) the action set out below to transfer
the LASMO Shares in respect of which he wishes to accept the Offer to an
escrow balance, specifying the UK Receiving Agent (in its capacity as a
CREST participant under the participant ID referred to below) as the escrow
agent, as soon as possible but in any event so that the transfer to escrow
settles NOT LATER THAN 3.00 PM (LONDON TIME), 10.00 AM (NEW YORK CITY TIME)
ON    --   2001.

(e) IF THE LASMO SHAREHOLDER IS A CREST SPONSORED MEMBER, HE SHOULD REFER TO HIS
CREST SPONSOR BEFORE TAKING ANY ACTION. Such holder's sponsor will be able
to confirm details of his participant ID and the member account ID under
which his LASMO Shares are held. In addition, only his CREST sponsor will
be able to send the TTE Instruction to CRESTCo in relation to his LASMO
Shares.

(f)  If LASMO Shares are in uncertificated form, the holder of such LASMO Shares
should send (or, if he is a CREST sponsored member, procure that his CREST
sponsor sends) a TTE Instruction to CRESTCo which must be properly
authenticated in accordance with CRESTCo's specifications and which must
contain, in addition to the other information that is required for a TTE
Instruction to settle in CREST, the following details:

(i)    the number of LASMO Shares to be transferred to an escrow balance;

(ii)   the member account ID of such LASMO Shareholder. This must be the
same member account ID as the member account ID that is inserted in
Box 7 of the Form of Acceptance;

(iii)  the participant ID of such LASMO Shareholder. This must be the same
participant ID as the participant ID that is inserted in Box 7 of
the Form of Acceptance;

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(iv)  the participant ID of the escrow agent (the UK Receiving Agent in its
capacity as a CREST receiving agent). This is 3RA43;

(v)   the member account ID of the escrow agent. This is LASMO;

(vi)  the Form of Acceptance Reference Number. This is the Form of
Acceptance Reference Number that appears next to Box 7 on page 3 of
the Form of Acceptance. This Reference Number should be inserted in
the first eight characters of the shared note field on the TTE
Instruction. Such insertion will enable the UK Receiving Agent to
match the transfer to escrow to your Form of Acceptance. The holder
of such shares should keep a separate record of this Form of
Acceptance Reference Number for future reference;

(vii)  the Intended Settlement Date. This should be as soon as possible and
in any event not later than 3.00 pm (London time), 10.00 am (New
York City time) on    --   2001;

(viii) the Corporate Action Number for the Offer. This is allocated by
CRESTCo and can be found by viewing the relevant Corporate Action
Details in CREST; and

(ix)  input with Standard Delivery instruction of 80.

(g) After settlement of the TTE Instruction, such LASMO Shareholder will not be
able to access the LASMO Shares concerned in CREST for any transaction or
charging purposes. If all of the Conditions are either satisfied, fulfilled
or, to the extent permitted, waived, the escrow agent will transfer the
LASMO Shares concerned to itself in accordance with paragraph 11(d) of Part
B of this Appendix.

(h) Such LASMO Shareholder is recommended to refer to the CREST Manual published
by CRESTCo for further information on the CREST procedures outlined above.
For ease of processing, such holder is requested, wherever possible, to
ensure that a Form of Acceptance relates to only one transfer to escrow.

(i)  If no Form of Acceptance Reference Number, or an incorrect Form of
Acceptance Reference Number, is included on the TTE Instruction, Amerada
Hess may treat any amount of LASMO Shares transferred to an escrow balance
in favour of the escrow agent specified above from the participant ID and
member account ID identified in the TTE Instruction as relating to any
Form(s) of Acceptance which relate(s) to the same member account ID and
participant ID (up to the amount of LASMO Shares inserted or deemed to be
inserted on the Form(s) of Acceptance concerned).

(j)  Such LASMO Shareholder should note that CRESTCo does not make available
special procedures, in CREST, for any particular corporate action. Normal
system timings and limitations will therefore apply in connection with a
TTE Instruction and its settlement. Such holder should therefore ensure
that all necessary action is taken by him (or by his CREST sponsor) to
enable a TTE Instruction relating to his LASMO Shares to settle prior to
3.00 pm (London time), 10.00 am (New York City time) on    --   2001. In
this connection such holder is referred in particular to those sections of
the CREST Manual concerning practical limitations of the CREST system and
timings.

(k)  Amerada Hess will make an appropriate announcement if any of the details
contained in this paragraph 10 alter for any reason.

(l)  Normal CREST procedures (including timings) apply in relation to any LASMO
Shares that are, or are to be, converted from uncertificated to
certificated form, or from certificated to uncertificated form, during the
course of the Offer (whether any such conversion arises as a result of a
transfer of LASMO Shares or otherwise). LASMO Shareholders who are
proposing so to convert any LASMO Shares are recommended to ensure that the
conversion procedures are implemented in sufficient time to enable the
person holding or acquiring the LASMO Shares as a result of the conversion
to take all necessary steps in connection with an acceptance of the Offer
(in particular, as regards delivery of share certificates or other
documents of title or transfers to an escrow balance as described above)
prior to 3.00 pm (London time), 10.00 am (New York City time) on
--   2001.

(m) If the share certificate(s) and/or other document(s) of title is/are not
readily available or is/are lost, the Form of Acceptance should
nevertheless be completed, signed and sent as stated above to the UK
Receiving Agent or the US Depositary so as to be received as soon as
possible, but in any event no later than 3.00 pm (London time), 10.00 am
(New York City time) on    --   2001, together with any share
certificate(s) and/or other document(s) of title that is/are available,
accom-
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panied by a letter stating that the balance will follow or that the
accepting holder has lost one or more of his share certificate(s) and/or
other documents of title. If the share certificate(s) and/or other
document(s) of title are lost, the accepting holder should request the
registrar of LASMO (Computershare Services PLC, PO Box 435, Owen House, 8
Bankhead Crossway North, Edinburgh EH11 4BR) to send him a letter of
indemnity for completion in accordance with the instructions given. When
completed, the letter of indemnity must be lodged with the UK Receiving
Agent or the US Depositary, in accordance with the instructions given, in
support of the Form of Acceptance.

11. FORM OF ACCEPTANCE FOR LASMO SHAREHOLDERS

Each holder of LASMO Shares who executes and lodges or has executed and lodged
on his behalf a Form of Acceptance with the UK Receiving Agent or the US
Depositary, subject to the rights of withdrawal set out in this document,
irrevocably undertakes, represents, warrants and agrees to and with Amerada
Hess, Goldman Sachs, the UK Receiving Agent and the US Depositary (and so as to
bind himself, his heirs, successors and assigns and his personal or legal
representatives) to the following effect:

(a) that the execution of the Form of Acceptance shall constitute:

(i)    an acceptance of the Offer in respect of the number of LASMO Shares
inserted or deemed to be inserted in Box 1 of the Form of Acceptance;

(ii)   an irrevocable authority and request to Amerada Hess and/or its
agents to procure the issue to such LASMO Shareholder of such new
Amerada Hess Shares to which such LASMO Shareholder becomes entitled
under the Offer;

(iii)  if Box 3A or Box 3B of the Form of Acceptance is completed, an
election under the Mix and Match Election to receive, subject to
availability as a result of offsetting elections:

(aa) new Amerada Hess Shares instead of the cash consideration to which
he would otherwise have been entitled to in consequence of the
basic terms of the Offer in respect of the number of LASMO Shares
inserted, or deemed to be inserted, in Box 3A; or

(bb) cash instead of the new Amerada Hess Shares to which he would
otherwise have been entitled to in consequence of the basic terms
of the Offer in respect of the number of LASMO Shares inserted, or
deemed to be inserted, in Box 3B;

(iv)  if applicable, an election for the Loan Note Alternative in respect
of such amount of cash as would otherwise fall to be paid under the
Offer in respect of the number of LASMO Shares inserted, or deemed to be
inserted, in Box 4 of the Form of Acceptance (as adjusted in accordance
with the terms of the Offer to reflect any additional cash receivable as
a result of a valid Mix and Match Election); and

(v)   an agreement to execute any further documents and give any further
assurances which may be required to enable Amerada Hess to obtain the
full benefit of paragraph 10 of Part B of this Appendix and this
paragraph 11 and/or to perfect any of the authorities expressed to be
given hereunder,

in each case on and subject to the terms and conditions set out or referred
to in this document and the Form of Acceptance;

(b) unless "NO" is put in Box 8 of the Form of Acceptance, that such LASMO
Shareholder;

(i)    has not received or sent copies or originals of this document, the
Form of Acceptance or any related offering document in, into or from
Canada, Australia or Japan;

(ii)   has not used in connection with the Offer or the execution or
delivery of the Form of Acceptance, directly or indirectly, the mails
of, or any means or instrumentality (including, without limitation,
e-mail, facsimile transmission, telex and telephone) of interstate or
foreign commerce of, or any facility of a national securities exchange
of Canada, Australia or Japan;

(iii)  has not mailed or otherwise sent the Form of Acceptance into or from
Canada, Australia or Japan or signed in any of those jurisdictions and
such LASMO Shareholder is accepting the Offer from outside Canada,
Australia or Japan;

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(iv)  if he is electing for the Loan Note Alternative, is not a US person
or a distributor and he is not accepting the Offer with a view to the
offer, sale or delivery, directly or indirectly, of any Loan Notes in or
into the United States, Australia, Canada or Japan and will not hold or
acquire any Loan Notes for the account or benefit of any other person
who he has reason to believe is purchasing for the purpose of that
offer, sale or delivery; and

(v)   is not an agent or fiduciary acting on a non-discretionary basis for
a principal, unless such agent or fiduciary is an authorised employee of
such principal or such principal has given any instructions with respect
to the Offer from outside Canada, Australia or Japan;

(c)  that the execution of the Form of Acceptance constitutes, subject to the
Offer becoming unconditional in all respects in accordance with its terms
and to an accepting LASMO Shareholder not having validly withdrawn his
acceptance, the irrevocable appointment of any director of, or any person
authorised by, Amerada Hess or Goldman Sachs as his agent and/or attorney
with an irrevocable instruction and authorisation to:

(i)    complete and execute all or any form(s) of transfer, renunciation or
other document(s) in relation to the LASMO Shares referred to in
paragraph 11(a)(i) of Part B of this Appendix in favour of Amerada Hess
or as Amerada Hess or its agents may direct;

(ii)   deliver any form(s) of transfer, renunciation or other document with
any certificate or other document of title for registration within six
months of the Offer becoming unconditional in all respects; and

(iii)  take any other action as the agent and/or attorney may think
necessary or expedient in connection with his acceptance of the Offer
and/or the Mix and Match Election and/or Loan Note Alternative and to
vest in Amerada Hess (or as it may direct) the LASMO Shares referred to
in paragraph 11(a)(i) of Part B of this Appendix;

(d) that the execution of the Form of Acceptance and its delivery to the UK
Receiving Agent or the US Depositary constitutes an irrevocable appointment
of the UK Receiving Agent and the US Depositary as such LASMO Shareholder's
attorney and/or agent and an irrevocable instruction and authority to such
attorney and/or agent:

(i)    subject to the Offer becoming unconditional in all respects and him
not having validly withdrawn his acceptance, to transfer to Amerada Hess
(or to such other person or persons as Amerada Hess or its agent may
direct) by means of CREST all or any of the Relevant LASMO Shares (but
not exceeding the number of LASMO Shares in respect of which the Offer
is accepted or deemed to be accepted); and

(ii)   if the Offer does not become unconditional in all respects, to give
instructions to CRESTCo immediately after the Offer lapses (or within
such longer period as the Panel may permit, not exceeding 14 calendar
days of the Offer lapsing) to transfer all Relevant LASMO Shares to the
original available balance of the accepting LASMO Shareholder.

In this paragraph, "RELEVANT LASMO SHARES" means LASMO Shares in
uncertificated form in respect of which a transfer or transfers to escrow
has or have been effected in accordance with the procedures described in
paragraph 10 of Part B of this Appendix and where the transfer or transfers
to escrow was or were made in respect of LASMO Shares held under the same
member account ID and participant ID as the member account ID and
participant ID relating to the relevant Form of Acceptance (but
irrespective of whether or not any Form of Acceptance Reference Number, or
a Form of Acceptance Reference Number corresponding to that appearing on
the relevant Form of Acceptance, was included in the relevant transfer to
escrow instruction);

(e) that the execution of the Form of Acceptance constitutes, subject to the
Offer becoming unconditional in all respects and to an accepting LASMO
Shareholder not having validly withdrawn his acceptance, an irrevocable
authority and request:

(i)    to LASMO or its agents to procure the registration of the transfer
of the LASMO Shares referred to in paragraph 11(a)(i) of Part B of this
Appendix and, in respect of LASMO Shares that are in certificated form,
the delivery of the share certificate(s) and other document(s) of title
in respect of the LASMO Shares to Amerada Hess or as it may direct;

(ii)   if the LASMO Shares referred to in paragraph 11(a)(i) of Part B of
this Appendix are in certificated form, to Amerada Hess or its agents to
procure the despatch by post (or by such
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other method as may be approved by the Panel) of a cheque for the cash
consideration to which he is entitled under the Offer;

(iii)  if the LASMO Shares referred to in paragraph 11(a)(i) of Part B of
this Appendix are in uncertificated form, to Amerada Hess or its agents
to ensure that an assured payment obligation is created in favour of the
LASMO Shareholder's payment bank in accordance with the CREST assured
payment arrangements in respect of any cash consideration to which that
shareholder is entitled to;

(iv)  to Amerada Hess or its agents to procure that the name of the
accepting LASMO Shareholder is entered on the register of holders of
Loan Notes in respect of any Loan Notes to which such LASMO Shareholder
becomes entitled under the Offer (subject to the Loan Note Instrument)
and that any documents of title for any Loan Notes in respect of his
election for the Loan Note Alternative, are despatched by post (or by
such other method as may be approved by the Panel) at his risk to the
person or agent whose name and address is set out in Box 9B of the Form
of Acceptance or, if no person or agent's name and address is set out,
to the first-named holder at his registered address outside Canada,
Australia or Japan; and to procure that the name of the accepting LASMO
Shareholder is entered on the register of members of Amerada Hess in
respect of any new Amerada Hess Shares to which such LASMO Shareholder
becomes entitled in consequence of the Offer (subject to the by-laws of
Amerada Hess) and that any document(s) of title with respect to such new
Amerada Hess Shares are despatched by post (or by such other method as
may be approved by the Panel) to the person or agent whose name and
address is set out in Box 9B of the Form of Acceptance or, if no person
or agent's name and address is set out, to the first-named holder at his
registered address outside Canada, Australia or Japan; and

(v)   to Amerada Hess, LASMO or their respective agents to record and act
on any instructions with regard to payments or notices which have been
entered in the records of LASMO in respect of his holding of LASMO
Shares;

(f)  that the execution of the Form of Acceptance constitutes his agreement that
Amerada Hess may decide to despatch all or part of the consideration
payable to a LASMO Shareholder whose LASMO Shares are in uncertificated
form in accordance with paragraph 11(e)(ii) of Part B of this Appendix;

(g) that the execution of the Form of Acceptance gives a separate authority to
any director of, or person authorised by, Amerada Hess or Goldman Sachs
within the terms of paragraph 7 of Part B of this Appendix;

(h) that, subject to the Offer becoming unconditional in all respects and him
not having validly withdrawn his acceptance (or if the Offer will become
unconditional in all respects or lapse on the outcome of the resolution in
question or if the Panel gives its consent) and pending registration:

(i)    Amerada Hess or its agent shall be entitled to direct the exercise
of any votes and any other rights and privileges (including the right to
requisition the convening of a general or separate class meeting of
LASMO) attaching to the LASMO Shares referred to in paragraph 11(a)(i)
of Part B of this Appendix;

(ii)   the execution of the Form of Acceptance by the LASMO Shareholder, in
respect of the LASMO Shares referred to in paragraph 11(a)(i) of Part B
of this Appendix, constitutes an authority to LASMO or its agent to send
any notice, circular, warrant or other document or communication which
may be required to be sent to him as a member of LASMO (including any
share certificate(s) or other documents of title issued as a result of
conversion of such LASMO Shares into certificated form) to Amerada Hess,
care of the UK Receiving Agent;

(iii)  the execution of the Form of Acceptance by the LASMO Shareholder, in
respect of the LASMO Shares referred to in paragraph 11(a)(i) of Part B
of this Appendix, constitutes an authority to any director of, or person
authorised by, Amerada Hess or Goldman Sachs to sign any document and do
such things as may in the opinion of that agent and/or attorney seem
necessary or desirable in connection with the exercise of any votes or
other rights or privileges attaching to the LASMO Shares held by him
(including, without limitation, signing any consent to short notice of a
general or separate class meeting as his agent and/or attorney and on
his behalf and executing a form of proxy appointing any person nominated
by Amerada Hess to attend general and separate class meetings of LASMO
and attending any

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such meeting and exercising the votes attaching to the LASMO Shares
referred to in paragraph 11(a)(i) of Part B of this Appendix on his
behalf, where relevant, such votes to be cast so far as possible to
satisfy any outstanding Condition of the Offer); and

(iv)  the execution of the Form of Acceptance by the LASMO Shareholder, in
respect of the LASMO Shares referred to in paragraph 11(a)(i) of Part B
of this Appendix, constitutes an agreement not to exercise any such
rights without the consent of Amerada Hess and irrevocably undertakes
not to appoint a proxy for or to attend such general or separate class
meetings of LASMO.

This authority will cease to be valid if the acceptance is validly
withdrawn in accordance with paragraph 4 of Part B of this Appendix;

(i)  that he will deliver to the UK Receiving Agent or the US Depositary, or
procure the delivery to the UK Receiving Agent or the US Depositary of, his
share certificates and/or other document(s) of title in respect of those
LASMO Shares referred to in paragraph 11(a)(i) of Part B of this Appendix
that are in certificated form, or an indemnity acceptable to Amerada Hess,
as soon as possible and in any event within two months of the Offer
becoming unconditional in all respects;

(j)  that he is the sole legal and beneficial owner of the LASMO Shares in
respect of which the Offer is accepted or deemed to be accepted or he is
the legal owner of such LASMO Shares and he has the necessary capacity and
authority to execute the Form of Acceptance;

(k)  that he agrees and acknowledges that he is not a customer (as defined in
the rules of The Securities and Futures Authority Limited) of Goldman Sachs
in connection with the Offer;

(l)  that he will take (or procure to be taken) the necessary action to transfer
all those LASMO Shares referred to in paragraph 11(a)(i) of Part B of this
Appendix that are in uncertificated form in respect of which the Offer has
been accepted and not validly withdrawn to an escrow balance as soon as
possible and in any event so that the transfer to escrow settles within two
months of the Offer becoming unconditional in all respects;

(m) that if for any reason any LASMO Shares in respect of which a transfer to an
escrow balance has been effected are converted to certificated form, he
will immediately deliver or ensure the immediate delivery of the share
certificates or other documents of title in respect of all those LASMO
Shares that are converted to the UK Receiving Agent or the US Depositary at
the relevant address specified at the back of this document;

(n) that the creation of an assured payment obligation in favour of his payment
bank in accordance with the CREST assured payment arrangements as referred
to in paragraph 11(e)(iii) of Part B of this Appendix will, to the extent
of the obligation so created, discharge fully any obligation of Amerada
Hess or Goldman Sachs to pay to him the cash consideration to which he is
entitled under the Offer;

(o) that he will do everything as shall in the opinion of Amerada Hess or its
agents be necessary or expedient to vest in Amerada Hess or its nominees
the LASMO Shares referred to in paragraph 11(a)(i) of Part B of this
Appendix and to enable the UK Receiving Agent or the US Depositary to
perform its functions as escrow agent for the purposes of the Offer;

(p) that he agrees to ratify everything which may be done or effected by any
director of, or person authorised by, Amerada Hess, Goldman Sachs, the UK
Receiving Agent or the US Depositary in exercise of any of the powers
and/or authorities under Part B of this Appendix;

(q) that, if any provision of Part B of this Appendix will be unenforceable or
invalid or will not operate so as to afford Amerada Hess, Goldman Sachs,
the UK Receiving Agent or the US Depositary or any of their respective
directors or persons authorised by them, the benefit of the authority
expressed to be given in Part B of this Appendix, he will, with all
practicable speed, do everything that may be required or desirable to
enable Amerada Hess, Goldman Sachs, the UK Receiving Agent and the US
Depositary and any of their respective directors or persons authorised by
them to secure the full benefit of Part B of this Appendix;

(r)  that he represents and warrants that he is entitled to sell and transfer
the beneficial ownership of the LASMO Shares referred to in paragraph
11(a)(i) of Part B of this Appendix and that such Shares are sold fully
paid and free from all liens, equities, charges, encumbrances and other
interests and together with all rights attaching to them on or after 6
November 2000 including,
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without limitation, the right to receive and retain all dividends and other
distributions declared, made or payable after that date;

(s)  that he agrees that the terms and Conditions of the Offer are deemed to be
incorporated in, and form Part of, the Form of Acceptance which shall be
read and construed accordingly;

(t)  that he agrees that, on execution, the Form of Acceptance takes effect as a
deed;

(u) that he agrees that the execution of the Form of Acceptance constitutes his
submission to the jurisdiction of the courts of England in relation to all
matters arising in connection with the Offer and the Form of Acceptance and
that nothing shall limit the right of Amerada Hess and/or Goldman Sachs to
bring any action, suit or proceeding arising out of or in connection with
the Offer and the Form of Acceptance in any other manner permitted by law
or in any court of competent jurisdiction; and

(v)  if he is a US holder, that he certifies to the US Depositary that he is not
subject to back-up withholding tax by completing a Substitute Form W-9, or,
if the holder is a non-resident alien or foreign entity for US federal
income tax purposes, agrees to establish an exemption from certain US
federal information return reporting and backup withholding requirements by
completing a Substitute Form W-8BEN or W-8ECI which is available from the
US Depositary or the US Internal Revenue Service.

A reference in this paragraph 11 to a holder of LASMO Shares includes a
reference to the person or persons executing the Form of Acceptance and in
the event of more than one person executing a Form of Acceptance, the
provisions of this paragraph 11 will apply to them jointly and to each of
them.

12. PROCEDURES FOR TENDERING LASMO ADSS

(a) Letter of Transmittal/Notice of Guaranteed Delivery

If you are a holder of LASMO ADSs evidenced by LASMO ADRs, you will have
also received a Letter of Transmittal and a Notice of Guaranteed Delivery
for use in connection with the Offer. This section should be read together
with the instructions on the Letter of Transmittal. The provisions of this
paragraph 12 shall be deemed to be incorporated in, and form a part of, the
relevant Letter of Transmittal. The instructions printed on the relevant
Letter of Transmittal shall be deemed to form part of the terms of the
Offer.

(b) Valid tendering

For a holder of LASMO ADSs evidenced by LASMO ADRs to tender such LASMO
ADSs validly pursuant to the Offer, either:

(i)    a properly completed and duly executed Letter of Transmittal,
together with any required signature guarantees or, in the case of a
book-entry transfer, an Agent's Message, and any other documents
required by the Letter of Transmittal, must be received by the US
Depositary at one of its addresses set out at the back of this document
and either the LASMO ADRs evidencing such LASMO ADSs must be received by
the US Depositary at one of such addresses or such LASMO ADRs evidencing
such LASMO ADSs must be delivered pursuant to the procedure for
book-entry transfer set forth below (and a Book-Entry Confirmation
received by the US Depositary in accordance with such procedures); or

(ii)   such holder must comply with the Guaranteed Delivery Procedures set
out in paragraph 12(h) below.

The Offer in respect of LASMO ADSs evidenced by LASMO ADRs shall be validly
accepted by (i) delivery of a Letter of Transmittal, the relevant LASMO
ADRs evidencing LASMO ADSs and other required documents to the US
Depositary by a holder of LASMO ADSs (without any further action by the US
Depositary) subject to the terms and Conditions set out in this document
and the Letter of Transmittal or (ii) completion of the book-entry transfer
procedures described below. The acceptance of the Offer by a tendering
holder of LASMO ADSs evidenced by LASMO ADRs pursuant to the procedures
described above, subject to the withdrawal rights described below, will be
deemed to constitute a binding agreement between such tendering holder of
LASMO ADSs and Amerada Hess upon the terms and subject to the conditions of
the Offer. Accordingly, references in

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this document and in the Letter of Transmittal to a tender of LASMO ADSs
shall be construed to mean an acceptance of the Offer in respect of such
LASMO ADSs upon the terms and subject to the Conditions of the Offer. If a
LASMO ADR evidencing a LASMO ADS has been tendered by a holder of LASMO
ADSs, the LASMO Shares represented by such LASMO ADSs may not be tendered
independently by such holder of LASMO ADSs. A Letter of Transmittal and
other required documents contained in an envelope postmarked in Canada,
Australia or Japan or otherwise appearing to Amerada Hess or its agents to
have been sent from Canada, Australia or Japan may be rejected as invalid.

(c)  Book-entry transfer

The US Depositary will establish an account at each of the Book-Entry
Transfer Facilities with respect to interests in LASMO ADSs evidenced by
LASMO ADRs held in book-entry form for the purposes of the Offer within two
business days from the date of this document. Any financial institution
that is a participant in any of the Book-Entry Transfer Facility's systems
may make book-entry delivery of interests in LASMO ADSs by causing a
Book-Entry Transfer Facility to transfer such interests in LASMO ADSs into
the US Depositary's account at such Book-Entry Transfer Facility in
accordance with that Book-Entry Transfer Facility's procedures for such
transfer.

Although delivery of interests in LASMO ADSs evidenced by LASMO ADRs may be
effected through book-entry transfer into the US Depositary's account at a
Book-Entry Transfer Facility, either:

(i)    the Letter of Transmittal, properly completed and duly executed,
together with any required signature guarantees; or

(ii)   an Agent's Message,

and, in either case, any other required documents, must in any case be
transmitted to, and received by, the US Depositary at one of its addresses
set out at the back of this document before LASMO ADSs evidenced by LASMO
ADRs will be either counted as a valid acceptance, or purchased, or such
holder must comply with the Guaranteed Delivery Procedures described below.
Delivery of documents to a Book-Entry Transfer Facility does not constitute
delivery to the US Depositary.

(d) Method of delivery

The method of delivery of LASMO ADRs, Letters of Transmittal and all other
required documents is at the option and risk of the tendering holder of
LASMO ADSs. LASMO ADSs will be deemed delivered only when the LASMO ADRs
representing such LASMO ADSs are actually received by the US Depositary
(including in the case of a book-entry transfer, by Book-Entry
Confirmation). If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery. No acknowledgement of receipt
of documents will be given by, or on behalf of, Amerada Hess.

(e) Signature guarantees

No signature guarantee is required on the Letter of Transmittal if:

(i)    the Letter of Transmittal is signed by the registered holder of the
LASMO ADSs tendered therewith and such registered holder has not
completed either the Box entitled "Special Delivery Instructions" or the
Box entitled "Special Payment Instructions" in the Letter of
Transmittal; or

(ii)   such LASMO ADSs are tendered for the account of an Eligible
Institution.

In all other cases, all signatures on Letters of Transmittal must be
guaranteed by an Eligible Institution. See Instructions 1 and 5 to the
Letter of Transmittal.

(f)  LASMO ADSs and ADRs

If the LASMO ADSs are registered in the name of a person other than the
person who signs the Letter of Transmittal, then the tendered LASMO ADRs
must be endorsed or accompanied by appropriate stock powers, signed exactly
as the name or names of the registered owner or owners

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appear on the LASMO ADRs, with the signatures on the LASMO ADRs or stock
powers guaranteed as aforesaid. See Instruction 5 to the Letter of
Transmittal.

(g) Partial acceptances (not applicable to book-entry holders of LASMO ADSs)

If fewer than all of the LASMO ADSs evidenced by any LASMO ADRs delivered
to the US Depositary are to be tendered, the holder thereof should so
indicate in the Letter of Transmittal by filling in the number of LASMO
ADSs which are tendered in the Box entitled "Number of ADSs Tendered". In
such case, a new LASMO ADR for the remainder of the LASMO ADSs represented
by the former LASMO ADR will be sent to the person(s) signing such Letter
of Transmittal (or as such person properly indicates thereon) as promptly
as practicable following the date the tendered LASMO ADSs are purchased.
All LASMO ADRs delivered to the US Depositary will be deemed to have been
tendered unless otherwise indicated. See Instruction 4 to the Letter of
Transmittal. In the case of partial tenders, LASMO ADSs not tendered will
not be reissued to a person other than the registered holder.

(h) Guaranteed delivery procedures

(i)    If a holder of LASMO ADSs evidenced by LASMO ADRs wishes to tender
LASMO ADSs pursuant to the Offer and the LASMO ADRs evidencing such
LASMO ADSs are not immediately available or the procedures for
book-entry transfer cannot be completed on a timely basis, or if time
will not permit all required documents to reach the US Depositary whilst
the Offer remains open for acceptance, such holder's tender of LASMO
ADSs may be effected if all of the following conditions are satisfied
(the "GUARANTEED DELIVERY PROCEDURES"):

(aa) such tender is made by or through an Eligible Institution;

(bb) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by Amerada Hess is
received by the US Depositary, as provided below, whilst the Offer
remains open for acceptance; and

(cc)  the LASMO ADRs evidencing all tendered LASMO ADSs (or, in the case
of LASMO ADSs held in book-entry form, timely confirmation of the
book-entry transfer of such interests in LASMO ADSs into the US
Depositary's account at a Book-Entry Transfer Facility as described
above) together with a properly completed and duly executed Letter
of Transmittal with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message and any other
documents required by the Letter of Transmittal, are received by
the US Depositary within three New York Stock Exchange business
days after the date of execution of such Notice of Guaranteed
Delivery.

(ii)   The Notice of Guaranteed Delivery may be delivered by hand,
transmitted by facsimile transmission or mailed to the US Depositary and
must include a signature guarantee by an Eligible Institution in the
form set out in such Notice of Guaranteed Delivery.

(iii)  Receipt of a Notice of Guaranteed Delivery will not be treated as a
valid acceptance for the purpose of satisfying the Acceptance Condition.
To be counted towards satisfaction of this requirement, the LASMO ADRs
evidencing LASMO ADSs referred to in the Notice of Guaranteed Delivery
must be received prior to the relevant Closing Date by the US Depositary
(or, in the case of interests in LASMO ADSs evidenced by LASMO ADRs held
in book-entry form, timely confirmation of a book-entry transfer of such
interests in LASMO ADSs into the US Depositary's account at a Book-Entry
Transfer Facility pursuant to the procedures set out above) together
with a duly executed Letter of Transmittal with any required signature
guarantees (or, in the case of a book-entry transfer an Agent's Message)
and any other required documents.

(i)  Other requirements

By executing the Letter of Transmittal as set out above, the tendering
holder of LASMO ADSs evidenced by LASMO ADRs will agree that, effective
from and after the time and date all Conditions are either satisfied,
fulfilled or, to the extent permitted, waived (unless the tendering holder
shall have validly withdrawn his tender prior to that time):

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65

(i)    Amerada Hess or its agents shall be entitled to direct the exercise
of any votes attaching to any LASMO Shares represented by LASMO ADSs, in
respect of which the Offer has been accepted or is deemed to have been
accepted (the "ACCEPTED ADSS") and any other rights and privileges
attaching to such LASMO Shares, including any right to requisition a
general meeting of LASMO or any class of its shareholders;

(ii)   the execution of the Letter of Transmittal (together with any
signature guarantees) and its delivery to the US Depositary or the
completion of the book-entry transfer procedures shall constitute:

(aa) an authority to LASMO or its agents from the tendering holder of
Accepted ADSs to send any notice, circular, warrant, document or
other communication that may be required to be sent to him as a
holder of LASMO ADSs, to Amerada Hess at the office of the UK
Receiving Agent;

(bb) an authority to Amerada Hess or its agent to sign any consent to
short notice of a general meeting or separate class meeting on
behalf of the tendering holder of Accepted ADSs and/or to execute a
form of proxy in respect of such Accepted ADSs appointing any
person nominated by Amerada Hess to attend general meetings and
separate class meetings of LASMO and any adjournment thereof and to
exercise the votes attaching to the LASMO Shares represented by
such Accepted ADSs on his behalf;

(cc)  the agreement of such tendering holder of Accepted ADSs not to
exercise any of such rights without the consent of Amerada Hess and
the irrevocable undertaking of such tendering holder of Accepted
ADSs not to appoint a proxy for or to attend any such general
meetings or separate class meetings;

(dd) a representation and warranty that such holder of LASMO ADSs (i)
has not received or sent copies or originals of this document or
any Letter of Transmittal or any related documents in, into or
from, Canada, Australia or Japan; (ii) has not used in connection
with the Offer or the execution or delivery of the Letter of
Transmittal, directly or indirectly, the mails of, or any means or
instrumentality (including, without limitation, e-mail, facsimile
transmission, telex and telephone) of interstate or foreign
commerce of, or any facility of a national securities exchange of
Canada, Australia or Japan; (iii) is accepting the Offer from
outside Canada, Australia or Japan; and (iv) is not an agent or
fiduciary acting on a non-discretionary basis for a principal,
unless such agent or fiduciary is an authorised employee of such
principal or such principal has given any instructions with respect
to the Offer from outside Canada, Australia or Japan;

(ee) confirmation that such holder of LASMO ADSs is entitled to sell and
transfer the beneficial ownership of the Accepted ADSs and that
such Accepted ADSs are sold fully paid and free from all liens,
equitable interests, charges, and encumbrances and together with
all rights attaching thereto including voting rights and the right
to all dividends and other distributions declared, paid or made on
or after 6 November 2000 including, without limitation, the right
to receive and retain all dividends and other distributions
declared, made or payable after that date; and

(ff)   the execution of the Letter of Transmittal (together with any
signature guarantees) and its delivery to the US Depositary (or the
completion of the Book-entry transfer procedures) shall constitute
an authority to any director of Amerada Hess or Goldman Sachs and
to Amerada Hess or Goldman Sachs and/or their respective agents in
accordance with the terms of paragraph 7 of Part B of this
Appendix.

References in this paragraph 12 to a holder of LASMO ADSs shall include
references to the person or persons executing a Letter of Transmittal
and in the event of more than one person executing a Letter of
Transmittal the provisions of this Part B shall apply to them jointly
and to each of them.

13. CURRENCY OF CASH CONSIDERATION

Instead of receiving cash consideration in pounds sterling, LASMO Shareholders
who so wish may elect to receive US dollars on the basis that the cash amount
payable in pounds sterling to which such holder

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66

would otherwise be entitled pursuant to the terms of the Offer will be
converted, without charge, from pounds sterling to US dollars at the exchange
rate obtainable by the relevant payment agent (either the UK Receiving Agent or
the US Depositary) on the spot market in London at approximately noon (London
time) on the date the cash consideration is made available by Amerada Hess to
the relevant payment agent for delivery in respect of the relevant LASMO Shares.
A LASMO Shareholder may receive such amount on the basis set out above only in
respect of the whole of his holding of LASMO Shares in respect of which he
accepts the Offer. LASMO Shareholders may not elect to receive both pounds
sterling and US dollars.

Holders of LASMO ADSs are entitled under the terms of the Offer to receive the
cash element of the consideration in pounds sterling. The pounds sterling
consideration available to holders of LASMO ADSs is the same, per LASMO Share,
as that offered to LASMO Shareholders. To facilitate the settlement of the
Offer, unless they elect to receive pounds sterling, holders of LASMO ADSs will
receive consideration converted into US dollars as described above, as if such
holders of LASMO ADSs had elected to receive US dollars.

Consideration in US dollars may be inappropriate for LASMO Securityholders other
than persons in the US and holders of LASMO ADS.

The actual amount of US dollars received will depend upon the exchange rate
prevailing on the business day on which funds are made available to the relevant
payment agent (either the UK Receiving Agent or the US Depositary) by Amerada
Hess. LASMO Securityholders should be aware that the US dollar/pounds sterling
exchange rate which is prevailing at the date on which an election is made to
receive dollars and on the dates of despatch and receipt of payment may be
different from that prevailing on the business day on which funds are made
available to the relevant payment agent by Amerada Hess. In all cases,
fluctuations in the US dollar/pounds sterling exchange rate are at the risk of
accepting LASMO Securityholders who elect or are treated as having elected to
receive their consideration in US dollars. Neither Amerada Hess nor any of its
advisers or agents shall have any responsibility with respect to the actual
amount of cash consideration payable other than in pounds sterling.

14. SUBSTITUTE ACCEPTANCE FORMS

Holders of LASMO Securities have been sent with this document a Form of
Acceptance and/or a Letter of Transmittal (accompanied by a Notice of Guaranteed
Delivery). All holders of LASMO Shares, including persons in the US who hold
LASMO Shares, have been sent a Form of Acceptance, which they must use to accept
the Offer. All holders of LASMO ADSs have been sent a Letter of Transmittal and
a Notice of Guaranteed Delivery which they must use to accept the Offer. Should
any holder of LASMO Securities receive an incorrect form with which to accept
the Offer or require any additional forms, that person should contact the UK
Receiving Agent, the US Depositary or the Information Agent at the addresses set
out at the back of this document, who will provide the appropriate forms.

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APPENDIX II

PARTICULARS OF THE LOAN NOTES

The Floating Rate Unsecured Loan Notes 2005 of Amerada Hess will be constituted
by a loan note instrument (the "LOAN NOTE INSTRUMENT") executed as a deed by
Amerada Hess. The issue of the Loan Notes is conditional on the Offer becoming
or being declared unconditional in all respects. The Loan Note Instrument will
contain provisions, inter alia, to the effect set out below.

FORM AND STATUS

1.  The Loan Notes will be issued, credited as fully paid, by Amerada Hess in
amounts and integral multiples of L1 in nominal amount and will constitute
unsecured obligations of Amerada Hess. The Loan Note Instrument will not
contain any restrictions on borrowing, disposals or charging of assets by
Amerada Hess.

INTEREST

2.  Interest on the outstanding Loan Notes will be payable (subject to any
requirement to deduct tax therefrom) in arrears on 30 June and 31 December
in each year or, if such a day is not a business day, on the next following
business day ("INTEREST PAYMENT DATES"). The first payment of interest on
the Loan Notes will be made on 2 July 2001 in respect of the period from
(but excluding) the date of issue up to (but excluding) 2 July 2001. The
period from (but excluding) the date of issue up to (but excluding) 2 July
2001 and the period from (and including) 2 July 2001 or any subsequent
interest payment date up to (but excluding) the next following interest
payment date is herein called an "INTEREST PERIOD". The last interest
payment date will be 31 December 2005.

3.  (a)   Interest on the Loan Notes will accrue at the rate per annum which is
0.5 per cent. below LIBOR, treated for this purpose as the percentage
rate per annum equal to the offered quotation for six month sterling
deposits which appears on Telerate Page 3750 or Telerate Page 3740 (as
appropriate) at or about 11.00 am (London time) on the first business
day of the relevant interest period.

(b)   If the display rate cannot be determined under paragraph (a) above,
LIBOR for this purpose shall be determined by Amerada Hess to be the
arithmetic mean (rounded, if necessary, to the nearest five decimal
places with the midpoint rounded upwards) of the rates at which the
Royal Bank of Scotland and Barclays Bank are offering six month sterling
deposits or its equivalent in the currency which, at the relevant time,
is the Loan Note currency at or as soon as practicable after 11.00 am
(London time) on the first day of the relevant interest period or, if
such day is not a business day, on the preceding business day.

(c)   Each instalment of interest shall be calculated on the basis of a 365
day year and the number of days elapsed in the relevant interest period.

REPAYMENT AND REDEMPTION

4.  A holder of Loan Notes (a "NOTEHOLDER") shall be entitled to require Amerada
Hess to repay the whole (whatever the amount) or any part (being L500 in
nominal amount or any integral multiple thereof) of the principal amount of
his holding of Loan Notes at par, together with accrued interest thereon
(subject to any requirement to deduct tax therefrom) up to but excluding
the date of repayment, on any interest payment date falling on or after 31
December 2001, by giving not less than 30 days' prior notice in writing
(which shall be irrevocable) to Amerada Hess' registrars accompanied by
certificate(s) for all the Loan Notes to be repaid and a notice of
redemption (duly completed) in the prescribed form endorsed on the Loan
Notes to be repaid.

If at any time after 30 June 2001 the principal amount of all Loan Notes
outstanding equals 5 per cent. or less in nominal value of the Loan Notes
issued, Amerada Hess shall have the right on giving the remaining
Noteholders not less than 30 days' notice in writing expiring on 31
December 2001 or any subsequent interest payment date, to redeem all (but
not some only) of the outstanding Loan Notes at par together with accrued
interest thereon (subject to any requirement to deduct tax therefrom) up to
but excluding the date of repayment.

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68

5.  If at any time after 30 June 2001, in the reasonable opinion of Amerada
Hess, the interest payable on the Loan Notes falls to be treated as
non-deductible for US federal income tax purposes, Amerada Hess will have
the right, by giving the remaining Noteholders not less than 30 days'
notice in writing expiring on 31 December 2001, or any subsequent interest
payment date to redeem all (but not some only) of the outstanding Loan
Notes at par together with accrued interest up to but excluding the date of
repayment (subject in each case to any requirement to deduct tax
therefrom).

6.  Any Loan Notes not previously so repaid, redeemed or purchased will be
repaid in full at par on 31 December 2005, together with accrued interest
thereon (subject to any requirement to deduct tax therefrom) up to and
excluding that date.

7.  Amerada Hess shall have the right on a redemption by Amerada Hess pursuant
to paragraph 6 of this Appendix II, by notice in writing to Noteholders
giving not less than 28 days' notice, to pay each Noteholder (subject to
certain limitations), in lieu and in satisfaction of the sterling amount
otherwise payable, an amount in US dollars equal to the amount in US
dollars that the sterling amount equal to the principal amount of the Loan
Notes to be redeemed could have purchased, on the date being 28 days before
31 December 2005, provided that such amount shall be no less or more than
(and if it would otherwise be, shall be equal to) 99.5 per cent. or 100.5
per cent. of the amount in US dollars that the sterling principal amount of
the Loan Notes to be redeemed could have purchased on 31 December 2005.

8.  Each Noteholder shall have the right on a redemption by Amerada Hess
pursuant to paragraph 6 of this Appendix II, by notice in writing to
Amerada Hess giving not less than 28 days notice, to require Amerada Hess
to pay to such Noteholder (subject to certain limitations), in lieu and in
satisfaction of the sterling amount otherwise payable, an amount in US
dollars equal to the amount in US dollars that the sterling amount equal to
the principal amount of the Loan Notes held by such Noteholder to be
redeemed could have purchased, on the date being 28 days before 31 December
2005, provided that such amount shall be no less or more than (and if it
would otherwise be, shall be equal to) 99.5 per cent. or 100.5 per cent. of
the amount in US dollars that the sterling principal amount of the Loan
Notes to be redeemed could have purchased on 31 December 2005.

9.  Any Loan Notes repaid, purchased or redeemed will be cancelled and shall not
be available for re-issue.

10. Each Noteholder shall be entitled to require all of the Loan Notes held by
him to be repaid at par together with accrued interest (subject to any
requirement to deduct any tax therefrom) immediately if:

(a)   any principal or interest on any of the Loan Notes held by that
Noteholder shall fail to be paid in full by the time at which Amerada
Hess is required to make payment in respect of that amount and the
relevant Noteholder has given Amerada Hess notice of that fact requiring
Amerada Hess to deliver a cheque or warrant for the relevant amount to
the registered address of the Noteholder and Amerada Hess has failed to
make such delivery within fourteen days of receiving such notice; or

(b)   an order is made or a resolution is passed by the stockholders of
Amerada Hess for the dissolution of Amerada Hess; or

(c)   an encumbrancer takes possession of, or a trustee, receiver,
administrator or similar officer is appointed or an administration order
is made in respect of, the whole or substantially the whole of the
undertaking of Amerada Hess and such person has not been paid out or
discharged within 30 days.

11. Amerada Hess will be entitled at any time to purchase any Loan Notes by
tender (available to all Noteholders alike), private treaty or otherwise, at
any price agreed by the Noteholder(s).

MODIFICATION

12. The Noteholders will have power by extraordinary resolution of the
Noteholders passed in accordance with the provisions of the Loan Note
Instrument or by resolution in writing signed by holders of not less than 75
per cent. of the outstanding Loan Notes, inter alia, to sanction any
modification, abrogation or compromise of or arrangement in respect of their
rights against Amerada Hess (but subject to the consent of Amerada Hess).
Amerada Hess may, with the consent of Goldman Sachs,

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amend the provisions of the Loan Note Instrument, without such sanction or
consent, if such amendment is of a formal, minor or technical nature or to
correct a manifest error.

SUBSTITUTION OR EXCHANGE

13. The Loan Notes will contain provisions entitling Amerada Hess, subject to
certain conditions, to substitute any other member of the Amerada Hess Group
as the principal debtor under the Loan Note Instrument and the Loan Notes or
to require all or any of the Noteholders to exchange their Loan Notes for
loan notes issued on the same terms mutatis mutandis by such other members
of the Amerada Hess Group. References to Amerada Hess in this summary shall
be construed accordingly. The obligations of any substituted issuer or new
issuer will be fully guaranteed by Amerada Hess.

REGISTRATION, TRANSFER AND MARKETABILITY

14. The Loan Notes will be evidenced by certificates and will be registered and
transferable in minimum amounts of L500 or multiples thereof or such lower
amount as Amerada Hess may approve (or the entire holding), provided that
transfers will not be registered during the 21 days immediately preceding an
interest payment date or a date by which a payment in respect of interest or
principal is required to be made.

15. No application has been made or is intended to be made to any stock exchange
for the Loan Notes to be listed or otherwise traded.

16. The Loan Notes have not been and will not be registered under the Securities
Act or under the laws of any State of the United States nor have any steps
been taken, nor will any be taken, to enable the Loan Notes to be offered in
compliance with applicable securities laws of Canada or Japan and no
prospectus in relation to the Loan Notes has been, or will be, lodged with
the Australian Securities Commission. Accordingly, the Loan Notes may not be
offered, sold, resold, delivered or distributed, directly or indirectly, in
or into the United States or to or for the account of or benefit of any US
person (except pursuant to an exemption from, or in a transaction exempt
from, or not subject to, the requirements of the Securities Act or the
relevant securities laws of any State of the United States), Australia,
Canada or Japan.

GOVERNING LAW

17. The Loan Notes and the Loan Note Instrument will be governed by and
construed in accordance with English Law.

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APPENDIX III

FURTHER INFORMATION ON AMERADA HESS
BUSINESS DESCRIPTION AND FINANCIAL RESULTS

PAGE
------

1.  Business Description....................................     III-2
2.  Financial Information for Amerada Hess..................     III-7
3.  Results for the nine months ended 30 September 2000.....    III-28

III-1

71

1.  BUSINESS DESCRIPTION

We explore for, produce, purchase, transport and sell crude oil and natural gas
in the United States, United Kingdom, Norway, Denmark, Gabon, Indonesia,
Thailand, Azerbaijan, Algeria, Brazil and in certain other countries. We also
manufacture, purchase, transport and market refined petroleum and other energy
products. We own 50 per cent. of a refinery joint venture in the United States
Virgin Islands, and another refining facility, terminals and retail outlets
located on the East Coast of the United States.

EXPLORATION AND PRODUCTION

At 31 December 1999, we had 698 million barrels of proved crude oil and natural
gas liquids reserves compared with 695 million barrels at the end of 1998.
Proved natural gas reserves were 1,904 million Mcf at 31 December 1999 compared
with 2,055 million Mcf at 31 December 1998. Of our proved reserves (on a barrel
of oil equivalent basis) at 31 December 1999, 26 per cent. were located in the
United States, 60 per cent. were located in the United Kingdom, Norwegian and
Danish sectors of the North Sea and the remainder were located in Azerbaijan,
Gabon, Indonesia and Thailand.

Worldwide crude oil and natural gas liquids production amounted to 232,407
barrels per day in 1999 compared with 205,989 barrels per day in 1998. For the
nine month period ended 30 September 2000, crude oil and natural gas liquids
production amounted to 256,088 barrels per day compared with 219,694 barrels per
day for the comparable period of 1999. Worldwide natural gas production was
642,544 Mcf per day in 1999 compared with 576,477 Mcf per day in 1998. For the
nine month period ended 30 September 2000, natural gas production amounted to
676,700 Mcf per day compared with 616,700 Mcf per day for the comparable period
of 1999. We have a number of oil and gas developments in progress and an
inventory of drillable prospects in various countries.

United States

We operate offshore in the Gulf of Mexico and onshore in Texas, Louisiana and
North Dakota. During 1999, 28 per cent. of crude oil and natural gas liquids
production and 53 per cent. of our natural gas production were from United
States operations.

The table below sets forth average daily net production by area in the United
States:

NINE MONTHS ENDED
30 SEPTEMBER
2000            1999       1998
-----------------    -------    -------

CRUDE OIL, INCLUDING CONDENSATE AND NATURAL GAS
LIQUIDS (BARRELS PER DAY)
Gulf of Mexico....................................        35,431          31,926     11,041
Texas.............................................        14,177          14,577     15,803
North Dakota......................................        13,335          13,170     12,958
Louisiana.........................................         1,823           1,848      1,588
Other.............................................         2,688           3,084      3,530
-------         -------    -------
TOTAL..........................................        67,454          64,605     44,920
=======         =======    =======
NATURAL GAS (MCF PER DAY)
Gulf of Mexico....................................       163,500         191,002    116,392
North Dakota......................................        53,100          59,237     58,476
Louisiana.........................................        41,600          52,280     56,627
Texas.............................................        19,300          21,839     26,023
New Mexico........................................        12,900          11,533     12,442
California*.......................................            --           1,463     18,320
Mississippi.......................................         1,000             690      5,569
-------         -------    -------
TOTAL..........................................       291,400         338,044    293,849
=======         =======    =======
BARRELS OF OIL EQUIVALENT (PER DAY).................       116,021         120,946     93,895
=======         =======    =======

* Properties sold in January 1999

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We are proceeding with two developments in the Conger and Northwestern Fields in
the Gulf of Mexico and we expect production to commence from these fields in the
first quarter 2001. We expect developments to add 55,000 Mcf of natural gas per
day and 8,000 barrels of oil per day.

At 31 December 1999, we had an interest in 150 exploration blocks in the Gulf of
Mexico of which we operate 100. We also had 439,092 net undeveloped acres in the
Gulf of Mexico.

United Kingdom

We conduct our activities in the United Kingdom through our wholly-owned
subsidiary, Amerada Hess Limited. During 1999, 51 per cent. of our crude oil and
natural gas liquids production and 40 per cent. of our natural gas production
were from United Kingdom operations.

In late 1999, first gas was exported from the Neptune and Mercury Fields in the
southern North Sea, the first phase of the Easington Catchment Area (ECA)
project.

During April 2000, the Bittern Field was brought on stream in the United
Kingdom, produced through the Amerada Hess-operated Triton facility.

The table below sets forth our average daily net production in the United
Kingdom by field and our interest in each at 30 September 2000:

NINE MONTHS ENDED
30 SEPTEMBER
PRODUCING FIELD                     INTEREST (%)               2000           1999      1998
---------------                -----------------------   -----------------   -------   -------

CRUDE OIL, INCLUDING
CONDENSATE AND NATURAL GAS
LIQUIDS (BARRELS PER DAY)
Scott/Telford..............              34.95/31.42         28,124         36,200    43,894
Beryl/Ness/Nevis/Buckland...  22.22/22.22/37.35/14.07         26,203         25,431    23,472
Fife/Fergus/Flora..........        85.00/65.00/85.00         19,639         17,507    20,761
Schiehallion...............                    15.67         14,536         12,315     3,149
Arbroath/Montrose/Arkwright..                    28.21          7,711          8,946     8,945
Hudson.....................                    28.00          7,057          6,697     2,262
Ivanhoe/Rob Roy/Hamish.....                    76.56          5,946          4,102     5,041
Bittern....................                    28.29          5,010             --        --
Renee/Rubie................              14.00/19.20          1,969          2,742        --
Other......................                  Various          5,592          3,859     7,929
-------        -------   -------
TOTAL...................                                 121,787        117,799   115,453
=======        =======   =======
NATURAL GAS (MCF PER DAY)
Beryl/Ness/Nevis/Buckland...  22.22/22.22/37.35/14.07         73,000         81,900    51,700
Everest/Lomond.............              18.67/16.67         59,700         56,900    60,500
Davy/Bessemer..............              27.78/23.08         48,600         42,300    29,000
ECA -- Phase 1.............                    23.84         35,500             --        --
Leman......................                    21.74         26,400         17,200    31,600
Indefatigable..............                    23.08         21,000         26,000    36,600
Scott/Telford..............              34.95/31.42         19,100         25,500    31,100
Other......................                  Various         11,100          8,000    10,500
-------        -------   -------
TOTAL...................                                 294,400        257,800   251,000
=======        =======   =======
BARRELS OF OIL EQUIVALENT
(PER DAY)..................                                 170,854        160,766   157,286
=======        =======   =======

We are developing several oil and gas fields in the United Kingdom North Sea and
we are evaluating other discoveries.

Amerada Hess Limited owns 25 per cent. of the shares of Premier Oil plc, a
United Kingdom company with worldwide exploration and production interests.

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73

Norway

We conduct our activities in Norway through our wholly-owned Norwegian
subsidiary, Amerada Hess Norge A/S. Norwegian operations accounted for crude oil
and natural gas liquids production of 25,856 net barrels per day for the nine
months ended 30 September 2000 and 27,009 net barrels per day in 1999 and 28,322
net barrels per day in 1998. Substantially all of our Norwegian production is
from our 28.09 per cent. interest in the Valhall Field. An enhanced-recovery
waterflood project for the Valhall Field was approved in 2000 with anticipated
completion by the end of 2003.

Denmark

Amerada Hess A/S, our Danish subsidiary, brought the South Arne Field on-stream
in the third quarter of 1999. We operate this field with a 57.48 per cent.
interest. Net production from the South Arne Field for the nine months ended 30
September 2000 was 25,386 net barrels of crude oil per day and 34,900 Mcf of
natural gas per day.

Gabon

Amerada Hess Production Gabon ("AHPG"), our majority-owned Gabonese subsidiary,
has a 10 per cent. interest in the Rabi Kounga Field in Gabon. Our share of
production averaged 7,404 net barrels of crude oil per day for the nine months
ended 30 September 2000 and 10,226 net barrels of crude oil per day in 1999 and
14,345 net barrels per day in 1998. The decrease in our share of production in
1999 and 2000 was largely due to a reduced equity interest in AHPG. AHPG has a
40 per cent. interest in the developing onshore Atora Field. We expect
production from this field to begin in 2001 and to reach a net level of 4,300
barrels of crude oil per day.

Indonesia

We have a 30 per cent. interest in the Jabung production sharing contract, which
contains the North Geragai and Makmur Fields. Net production from these fields
averaged 3,700 barrels of crude oil per day for the nine months ended 30
September 2000. The Jabung production sharing contract area contains additional
discoveries for which development plans are either underway or being considered.
In addition, we have interests in other production sharing contracts in
Indonesia on which discoveries have been made.

Thailand

We have a 15 per cent. interest in the Pailin Field offshore Thailand. The field
came onstream in August 1999. Net production from our interest averaged 22,500
Mcf of natural gas per day for the nine months ended 30 September 2000.

Azerbaijan

We have a 1.68 per cent. equity interest in the AIOC Consortium in the Caspian
Sea. Net production from our interest is currently averaging approximately 1,500
barrels of oil per day. On 17 July 2000, we announced that we had reached
agreement, subject to governmental and co-venturer consent, to acquire a further
2.08 per cent. interest in the AIOC Consortium. We also have interests in two
onshore fields with initial net production of approximately 1,000 barrels per
day of crude oil.

Algeria

In April 2000, we acquired the Gassi El Agreb redevelopment project from
Sonatrach, the Algerian State oil company. The redevelopment project is designed
to increase production from the fields from the current gross level of 27,000
barrels per day of crude oil to 45,000 barrels per day late in 2003. Sonatrach
will retain 51 per cent. of gross production volumes, with the remaining 49 per
cent. being available for cost recovery by both Sonatrach and Amerada Hess.
After cost recovery, the remaining production will be divided between Sonatrach
and Amerada Hess based on the cumulative rate of return on capital invested.

Brazil

We have 32 per cent. net equity interests and operatorship of Blocks BC-8 in the
Southern Campos Basin and BS-2 in the Northern Santos Basin offshore Brazil. We
commenced exploration drilling on
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74

these blocks in 2000. We also acquired a 45 per cent. interest in an exploration
licence on Block BM S-3 in the Santos Basin and a 16 per cent. interest in an
exploration licence on Block BCe-2 in the Potiguar Basin. In June 2000, in the
second Brazilian licensing round, we were awarded two licences for exploration
blocks in the Sergipe-Alagoas Basin, BM-Seal-5 (Amerada Hess 85 per cent.) and
BM-Seal-4 (Amerada Hess 40 per cent.).

REFINING AND MARKETING

Refining and marketing has become a smaller, more profitable portion of our
portfolio than it was in the past.

Refining

We own a 50 per cent. interest in the HOVENSA refining joint venture in the
United States Virgin Islands. We also own and operate a refining facility in
Port Reading, New Jersey.

HOVENSA

In 1999, total refinery crude runs averaged 418,000 barrels per day compared
with 421,000 barrels per day in 1998. The refinery joint venture with a
subsidiary of Petroleos de Venezuela S.A. was formed on 30 October 1998.
Petroleos de Venezuela supplies 155,000 barrels per day of Venezuelan Mesa crude
oil to HOVENSA under a long-term crude oil supply contract. The remaining crude
oil is purchased mainly under contracts of one year or less from third parties
and through spot purchases on the open market. After sales of refined products
by HOVENSA to third parties, we must purchase 50 per cent. of HOVENSA's
remaining production at market prices.

In February 2000, HOVENSA reached agreement on a $600 million bank financing for
the construction of a 58,000 barrel per day delayed coking unit and related
facilities at its refinery. HOVENSA has begun building the coker, which is
anticipated to be completed in 2002. HOVENSA has a long-term supply contract
with Petroleos de Venezuela to purchase 115,000 barrels per day of Venezuelan
heavy Merey crude oil beginning when the coker is completed.

Port Reading Facility

We own and operate a fluid catalytic cracking facility in Port Reading, New
Jersey. This facility processes vacuum gas oil and residual fuel oil. It
currently operates at a rate of approximately 60,000 barrels per day and
produces substantially all gasoline and heating oil.

Marketing

We market refined petroleum products on the East Coast of the United States
through 27 terminals and approximately 915 HESS brand retail outlets. We market
fuel oil, natural gas and electricity to industrial and commercial customers on
the East Coast of the United States. We also market natural gas to approximately
350,000 customers in the UK.

We emphasize retail marketing in our downstream business. Our vision is to be
the leading independent retail marketer on the East Coast of the United States.
We expect to have nearly 1,100 retail outlets by April 2001. We are focused on
expanding HESS EXPRESS convenience stores at our retail outlets which include
fast food outlets.

Refined product sales averaged 356,000 barrels per day in the first nine months
of 2000 and 344,000 barrels per day in 1999 and 482,000 barrels per day in 1998.
Of total refined products sold in 1999, approximately 70 per cent. was obtained
from HOVENSA and Port Reading. We purchased the balance from others under
short-term supply contracts and by spot purchases from various sources.

COMPETITION AND MARKET CONDITIONS

The petroleum industry is highly competitive. We encounter competition from
numerous companies in each of our activities, particularly in acquiring rights
to explore for crude oil and natural gas and in the purchasing and marketing of
refined products. Many competitors are larger and have substantially greater
resources than we have. We also compete with producers and marketers of other
forms of energy.

III-5

75

The petroleum business involves large-scale capital expenditure and risk-taking.
In the search for new oil and gas reserves, long lead times are often required
from successful exploration to subsequent production. Operations in the
petroleum industry depend on a depleting natural resource. The number of areas
where it can be expected that hydrocarbons will be discovered in commercial
quantities is constantly diminishing and exploration risks are high. Areas where
hydrocarbons may be found are often in remote locations or offshore where
exploration and development activities are capital intensive and operating costs
are high.

The major foreign oil producing countries, including members of the Organization
of Petroleum Exporting Countries (also known as "OPEC"), exert considerable
influence over the supply and price of crude oil and refined petroleum products.
Their ability or inability to agree on a common policy on rates of production
and other matters has a significant impact on oil markets and our business. The
derivatives markets are also important in influencing the prices of crude oil,
natural gas and refined products. We cannot predict the extent to which future
market conditions may be affected by foreign oil producing countries, the
derivatives markets or other external influences.

OTHER ITEMS

Our operations may be affected by federal, state, local, territorial and foreign
laws and regulations relating to tax increases and retroactive tax claims,
expropriation of property, cancellation of contract rights, and changes in
import regulations, as well as other political developments. We have been
affected by certain of these events in various countries in which we operate. We
market motor fuels through lessee-dealers and wholesalers in certain states
where legislation prohibits producers or refiners of crude oil from directly
engaging in retail marketing of motor fuels. Similar legislation has been
periodically proposed in the U.S. Congress and in various other states. At this
time, we cannot predict the effect of any of the foregoing on its future
operations.

We do not expect compliance with various environmental and pollution control
regulations imposed by federal, state and local governments to have a materially
adverse effect on our earnings and competitive position within the industry.
Capital expenditures for facilities, primarily to comply with federal, state and
local environmental standards, were $2 million in 1999 and we anticipate
comparable capital expenditures in 2000. In addition, we expended $8 million in
1999 for environmental remediation, with a comparable amount anticipated for
2000.

We employed approximately 8,485 persons in 1999 and 9,777 in 1998.

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT AMERADA HESS

We are required to comply with the reporting requirements of the Exchange Act
and, in accordance with those requirements, we file reports, proxy statements
and other information with the SEC. You can inspect and copy these reports,
proxy statements and other information at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In
addition, the SEC maintains a Website (http://www.sec.gov) that contains the
reports, proxy statements and other information that we have filed. Material
that we have filed can also be inspected at the library of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.

We have filed a Registration Statement on Form S-4 to register with the SEC the
new Amerada Hess shares to be delivered to LASMO securityholders in exchange for
their LASMO shares and ADSs. This document will be a part of that Registration
Statement and will constitute a prospectus of Amerada Hess. As allowed by SEC
rules, this document does not contain all the information LASMO securityholders
will be able to find in the Registration Statement or the exhibits to the
Registration Statement.

The SEC allows us to "incorporate by reference" information in this document,
which means that we can disclose important information to LASMO securityholders
by referring them to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this document,
except for any information superseded by information in this document. This
document incorporates by reference the documents set forth below that we have
previously filed with the SEC. These documents contain important information
about Amerada Hess and our finances.

-  Annual Report on Form 10-K for the fiscal year ended 31 December 1999

III-6

76

-  Quarterly Reports on Form 10-Q for the quarters ended 31 March 2000, 30 June
2000 and 30 September 2000

-  Current Reports on Form 8-K filed on 25 October 2000 and 6 November 2000

-  Definitive Proxy Statement with respect to the 2000 Annual Meeting of
Shareholders filed on 27 March 2000

We are also incorporating by reference all documents that we file with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the
date of this document and the date the offer becomes or is declared
unconditional in all respects (or the date that the offer expires).

You can obtain any of these documents through Amerada Hess or the SEC. Documents
incorporated by reference are available from us without charge, excluding all
exhibits unless we have specifically incorporated by reference an exhibit in
this document. You also may obtain documents incorporated by reference in this
document by either inspecting them during normal business hours on any weekday
(public holidays excepted) while the offer remains open for acceptance or
requesting them in writing or orally from us, at the following address and
telephone number:

Amerada Hess Corporation
1185 Avenue for the Americas
40th Floor
New York, NY 10036
USA

Attention: The Corporate Secretary
Telephone: +1 212 536 8593

You may rely only on the information concerning Amerada Hess contained or
incorporated by reference in this document in determining whether to accept the
offer. We have not authorised anyone to provide you with information that is
different from what is contained in this document. This document is dated
--   2000. You should not assume that the information contained in this
document is accurate as of any date other than such date, and neither the
mailing of this document to LASMO securityholders nor the delivery of new
Amerada Hess shares in exchange for LASMO securities will create any implication
to the contrary.

2.  FINANCIAL INFORMATION FOR AMERADA HESS

The financial information for Amerada Hess set out below has been extracted
without material adjustment from the 1999 Annual Report of Amerada Hess filed on
Form 10-K with the SEC. The consolidated financial statements contained within
the 1999 Annual Report have been prepared in accordance with US GAAP and audited
in accordance with Generally Accepted Auditing Standards in the United States of
America. Ernst & Young LLP are auditors of Amerada Hess and reported without
qualification on the consolidated financial statements. The financial
information for Amerada Hess does not constitute statutory accounts within the
meaning of Section 240 of the Companies Act.

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77

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
Thousands of US dollars, except per share data

FOR THE YEARS ENDED DECEMBER 31
---------------------------------------
1999          1998          1997
-----------   -----------   -----------

REVENUES
Sales (excluding excise taxes) and other
operating revenues..........................   $ 7,039,138   $ 6,579,892   $ 8,223,582
Non-operating income
Gain (loss) on asset sales..................       273,441       (25,679)       16,463
Equity in income (loss) of HOVENSA L.L.C....         6,988       (15,848)           --
Other.......................................       141,787        82,740       120,435
-----------   -----------   -----------
Total revenues............................     7,461,354     6,621,105     8,360,480
-----------   -----------   -----------
COSTS AND EXPENSES
Cost of products sold..........................     4,240,910     4,373,616     5,577,924
Production expenses............................       487,219       517,828       557,025
Marketing expenses.............................       387,298       378,506       328,975
Other operating expenses.......................       216,651       224,433       231,791
Exploration expenses, including dry holes and
lease impairment............................       261,038       348,951       421,863
General and administrative expenses............       231,546       270,668       236,269
Interest expense...............................       158,222       152,934       136,149
Depreciation, depletion and amortization.......       648,663       661,802       663,297
Impairment of assets and operating leases......       127,998       206,478        80,602
-----------   -----------   -----------
Total costs and expenses..................     6,759,545     7,135,216     8,233,895
-----------   -----------   -----------
Income (loss) before income taxes..............       701,809      (514,111)      126,585
Provision (benefit) for income taxes...........       264,193       (55,218)      119,085
-----------   -----------   -----------
NET INCOME (LOSS)................................   $   437,616   $  (458,893)  $     7,500
===========   ===========   ===========
NET INCOME (LOSS) PER SHARE
Basic..........................................   $      4.88   $     (5.12)  $       .08
===========   ===========   ===========
Diluted........................................   $      4.85   $     (5.12)  $       .08
===========   ===========   ===========

STATEMENT OF CONSOLIDATED RETAINED EARNINGS
Thousands of US dollars, except per share data

FOR THE YEARS ENDED DECEMBER 31
---------------------------------------
1999          1998          1997
-----------   -----------   -----------

BALANCE AT BEGINNING OF YEAR.....................   $ 1,904,066   $ 2,463,005   $ 2,613,920
Net income (loss)..............................       437,616      (458,893)        7,500
Dividends declared - common stock
($.60 per share in 1999, 1998 and 1997).....       (54,311)      (54,520)      (55,090)
Common stock acquired and retired..............             -       (45,526)     (103,325)
-----------   -----------   -----------
BALANCE AT END OF YEAR...........................   $ 2,287,371   $ 1,904,066   $ 2,463,005
===========   ===========   ===========

See accompanying notes to consolidated financial information.

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78

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Thousands of US dollars

AT DECEMBER 31
--------------------------
1999           1998
-----------    -----------

ASSETS
CURRENT ASSETS
Cash and cash equivalents.................................  $    40,926    $    73,791
Accounts receivable
Trade..................................................    1,112,114        954,353
Other..................................................       62,930         58,831
Inventories...............................................      372,713        482,182
Current portion of deferred income taxes..................       67,418        114,194
Other current assets......................................      171,469        203,355
-----------    -----------
Total current assets.................................    1,827,570      1,886,706
-----------    -----------
INVESTMENTS AND ADVANCES
HOVENSA L.L.C.............................................      709,569        702,581
Other.....................................................      282,599        232,826
-----------    -----------
Total investments and advances.......................      992,168        935,407
-----------    -----------
PROPERTY, PLANT AND EQUIPMENT
Exploration and production................................    9,974,117      9,718,424
Refining and marketing....................................      980,806      1,193,353
Shipping..................................................      109,962        115,462
-----------    -----------
Total -- at cost.....................................   11,064,885     11,027,239
Less reserves for depreciation, depletion, amortization
and lease impairment...................................    7,013,233      6,835,301
-----------    -----------
Property, plant and equipment -- net.................    4,051,652      4,191,938
-----------    -----------
NOTE RECEIVABLE.............................................      538,500        538,500
-----------    -----------
DEFERRED INCOME TAXES AND OTHER ASSETS......................      317,822        330,432
-----------    -----------
TOTAL ASSETS................................................  $ 7,727,712    $ 7,882,983
===========    ===========

The consolidated financial information reflects the successful efforts method of
accounting for oil and gas exploration and producing activities.

See accompanying notes to consolidated financial information.

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79

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Continued)
Thousands of US dollars

AT DECEMBER 31
--------------------------
1999           1998
-----------    -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable -- trade.................................  $   771,797    $   713,831
Accrued liabilities.......................................      621,334        554,632
Deferred revenue..........................................        3,846        251,328
Taxes payable.............................................      158,852        100,686
Notes payable.............................................       17,912          3,500
Current maturities of long-term debt......................        5,109        172,820
-----------    -----------
Total current liabilities..............................    1,578,850      1,796,797
-----------    -----------
LONG-TERM DEBT..............................................    2,286,660      2,476,145
-----------    -----------
DEFERRED LIABILITIES AND CREDITS
Deferred income taxes.....................................      442,172        483,843
Other.....................................................      381,838        482,786
-----------    -----------
Total deferred liabilities and credits.................      824,010        966,629
-----------    -----------
STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00
Authorized -- 20,000,000 shares for issuance in
series...............................................           --             --
Common stock, par value $1.00
Authorized -- 200,000,000 shares
Issued -- 90,676,405 shares in 1999; 90,356,705 shares
in 1998..............................................       90,676         90,357
Capital in excess of par value............................      782,271        764,412
Retained earnings.........................................    2,287,371      1,904,066
Accumulated other comprehensive income....................     (122,126)      (115,423)
-----------    -----------
Total stockholders' equity.............................    3,038,192      2,643,412
-----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................  $ 7,727,712    $ 7,882,983
===========    ===========

See accompanying notes to consolidated financial information.

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80

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
Thousands of US dollars

FOR THE YEARS ENDED DECEMBER 31
---------------------------------------
1999          1998          1997
-----------   -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss).................................  $   437,616   $  (458,893)  $     7,500
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation, depletion and amortization.....      648,663       661,802       663,297
Impairment of assets and operating leases....      127,998       206,478        80,602
Exploratory dry hole costs...................       69,346       159,435       191,351
Lease impairment.............................       36,790        31,191        37,185
(Gain) loss on asset sales...................     (273,441)       25,679       (16,463)
Provision (benefit) for deferred income
taxes.....................................       62,419      (137,922)      (80,208)
Undistributed earnings of affiliates.........        7,102        33,430       (29,439)
-----------   -----------   -----------
1,116,493       521,200       853,825
Changes in other operating assets and
liabilities (Increase) decrease in
accounts receivable.......................     (155,525)        6,335      (148,488)
Decrease in inventories...................       79,648       122,204       333,477
Increase (decrease) in accounts payable,
accrued liabilities and deferred
revenue.................................     (175,227)      185,403       198,596
Increase (decrease) in taxes payable......       53,256       (87,118)      (46,626)
Changes in prepaid expenses and other.....     (148,640)     (229,236)       59,223
-----------   -----------   -----------
Net cash provided by operating
activities...........................      770,005       518,788     1,250,007
-----------   -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures
Exploration and production.....................     (727,086)   (1,306,438)   (1,157,938)
Refining, marketing and shipping...............      (69,571)     (132,240)     (187,652)
-----------   -----------   -----------
Total capital expenditures..............     (796,657)   (1,438,678)   (1,345,590)
Investment in affiliate...........................      (59,171)           --            --
Proceeds from asset sales and other...............      431,818       502,854        63,017
-----------   -----------   -----------
Net cash used in investing activities...     (424,010)     (935,824)   (1,282,573)
-----------   -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance (repayment) of notes.....................       14,412       (14,342)        1,982
Long-term borrowings..............................      990,125       848,320       398,391
Repayment of long-term debt.......................   (1,347,745)     (317,144)     (209,000)
Cash dividends paid...............................      (54,262)      (54,647)      (55,373)
Common stock acquired.............................           --       (59,167)     (122,283)
Stock options exercised...........................       18,283            --            --
-----------   -----------   -----------
Net cash provided by (used in) financing
activities...........................     (379,187)      403,020        13,717
-----------   -----------   -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.............          327        (3,347)       (2,519)
-----------   -----------   -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS...........      (32,865)      (17,363)      (21,368)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR......       73,791        91,154       112,522
-----------   -----------   -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR............  $    40,926   $    73,791   $    91,154
===========   ===========   ===========

See accompanying notes to consolidated financial information.

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81

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CHANGES IN COMMON STOCK
AND CAPITAL IN EXCESS OF PAR VALUE
Thousands of US dollars

COMMON STOCK
-----------------------   CAPITAL IN
NUMBER OF                 EXCESS OF
SHARES       AMOUNT     PAR VALUE
----------   ----------   ----------

BALANCE AT JANUARY 1,1997............................   93,073,305   $   93,073   $  754,559
Awards of nonvested common stock to employees
(net)...........................................      719,000          719       38,145
Common stock acquired and retired..................   (2,368,100)      (2,368)     (19,419)
Employee stock options exercised...................       27,000           27        1,346
----------   ----------   ----------
BALANCE AT DECEMBER 31, 1997.........................   91,451,205       91,451      774,631
Cancellations of nonvested common stock awards
(net)...........................................      (26,000)         (26)      (1,292)
Common stock acquired and retired..................   (1,071,500)      (1,071)      (9,073)
Employee stock options exercised...................        3,000            3          146
----------   ----------   ----------
BALANCE AT DECEMBER 31, 1998.........................   90,356,705       90,357      764,412
Cancellations of nonvested common stock awards
(net)...........................................       (2,500)          (3)        (102)
Employee stock options exercised...................      322,200          322       17,961
----------   ----------   ----------
BALANCE AT DECEMBER 31, 1999.........................   90,676,405   $   90,676   $  782,271
==========   ==========   ==========

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME
Thousands of US dollars

FOR THE YEARS ENDED DECEMBER 31
------------------------------------
1999         1998         1997
----------   ----------   ----------

COMPONENTS OF COMPREHENSIVE INCOME (LOSS)
Net income (loss)..................................   $  437,616   $ (458,893)  $    7,500
Change in foreign currency translation
adjustment......................................       (6,703)      (2,035)     (35,467)
----------   ----------   ----------
COMPREHENSIVE INCOME (LOSS)..........................   $  430,913   $ (460,928)  $  (27,967)
==========   ==========   ==========

See accompanying notes to consolidated financial information.

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82

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL INFORMATION

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business: Amerada Hess Corporation and subsidiaries (the
"Corporation") engage in the exploration for and the production, purchase,
transportation and sale of crude oil and natural gas. These activities are
conducted primarily in the United States, United Kingdom, Norway, Denmark and
Gabon. The Corporation also has oil and gas activities in Azerbaijan, Brazil,
Indonesia, Thailand and other countries. In addition, the Corporation
manufactures, purchases, transports and markets refined petroleum and other
energy products. The Corporation owns 50% of a refinery joint venture in the
United States Virgin Islands. An additional refining facility, terminals and
retail gasoline stations are located on the East Coast of the United States.

In preparing financial statements, management makes estimates and assumptions
that affect the reported amounts of assets and liabilities in the balance sheet
and revenues and expenses in the income statement. Actual results could differ
from those estimates. Among the estimates made by management are: oil and gas
reserves, asset valuations and depreciable lives, pension liabilities,
environmental obligations, dismantlement costs and income taxes.

Principles of Consolidation: The consolidated financial information includes the
accounts of Amerada Hess Corporation and subsidiaries. The Corporation's
interests in oil and gas exploration and production ventures are proportionately
consolidated.

Investments in affiliated companies, 20% to 50% owned, including HOVENSA L.L.C.,
the Corporation's refining joint venture, are stated at cost of acquisition plus
the Corporation's equity in undistributed net income since acquisition, except
as stated below. The change in the equity in net income of these companies is
included in non-operating income in the income statement. The Corporation
consolidates a trading partnership in which it owns a 50% voting interest and
over which it exercises control.

Intercompany transactions and accounts are eliminated in consolidation.

Certain amounts in prior years' financial statements have been reclassified to
conform with current year presentation.

Revenue Recognition: The Corporation recognizes revenues from the sale of crude
oil, natural gas, petroleum products and other merchandise when title passes to
the customer.

The Corporation recognizes revenues from the production of natural gas
properties in which it has an interest based on sales to customers. Differences
between natural gas volumes sold and the Corporation's share of natural gas
production are not material.

Cash and Cash Equivalents: Cash equivalents consist of highly liquid
investments, which are readily convertible into cash and have maturities of
three months or less.

Inventories: Crude oil and refined product inventories are valued at the lower
of cost or market, except for inventories held for trading purposes which are
marked to market. For inventories valued at cost, the Corporation uses
principally the last-in, first-out inventory method.

Inventories of materials and supplies are valued at or below cost.

Exploration and Development Costs: Oil and gas exploration and production
activities are accounted for using the successful efforts method. Costs of
acquiring undeveloped oil and gas leasehold acreage, including lease bonuses,
brokers' fees and other related costs, are capitalized.

Annual lease rentals and exploration expenses, including geological and
geophysical expenses and exploratory dry hole costs, are charged against income
as incurred.

Costs of drilling and equipping productive wells, including development dry
holes, and related production facilities are capitalized.

The Corporation does not carry the capitalized costs of exploratory wells as an
asset for more than one year, unless oil and gas reserves are found and
classified as proved, or additional exploration is underway or planned. If
exploratory wells do not meet these conditions, the costs are charged to
expense.

III-13

83

Depreciation, Depletion and Amortization: Depreciation, depletion and
amortization of oil and gas production equipment, properties and wells are
determined on the unit-of-production method based on estimated recoverable oil
and gas reserves. Depreciation of all other plant and equipment is determined on
the straight-line method based on estimated useful lives.

The estimated costs of dismantlement, restoration and abandonment, less
estimated salvage values, of offshore oil and gas production platforms and
certain other facilities are taken into account in determining depreciation.

Retirement of Property, Plant and Equipment: Costs of property, plant and
equipment retired or otherwise disposed of, less accumulated reserves, are
reflected in net income.

Impairment of Long-Lived Assets: The Corporation reviews long-lived assets,
including oil and gas properties, for impairment whenever events or changes in
circumstances indicate that the carrying amounts may not be recovered. If the
carrying amounts are not expected to be recovered by undiscounted future cash
flows, the assets are impaired and an impairment loss is recorded. The amount of
impairment is based on the estimated fair value of the assets determined by
discounting anticipated future net cash flows. The net present value of future
cash flows is based on the Corporation's estimates, including future oil and gas
prices applied to projected production profiles, discounted at a rate
commensurate with the risks involved. Oil and gas prices used for determining
asset impairments may differ from those used at year-end in the standardized
measure of discounted future net cash flows.

Provisions for impairment of undeveloped oil and gas leases are based on
periodic evaluations and other factors.

Maintenance and Repairs: The estimated costs of major maintenance, including
turnarounds at the Port Reading refining facility, are accrued. Other
expenditures for maintenance and repairs are charged against income as incurred.
Renewals and improvements are treated as additions to property, plant and
equipment, and items replaced are treated as retirements.

Environmental Expenditures: The Corporation capitalizes environmental
expenditures that increase the life or efficiency of property or that reduce or
prevent environmental contamination. The Corporation accrues for environmental
expenses resulting from existing conditions related to past operations when the
future costs are probable and reasonably estimable.

Employee Stock Options and Nonvested Common Stock Awards: The Corporation uses
the intrinsic value method to account for employee stock options. Because the
exercise prices of employee stock options equal or exceed the market price of
the stock on the date of grant, the Corporation does not recognize compensation
expense. The Corporation records compensation expense for nonvested common stock
awards ratably over the vesting period.

Foreign Currency Translation: The U.S. dollar is the functional currency
(primary currency in which business is conducted) for most foreign operations.
For these operations, adjustments resulting from translating foreign currency
assets and liabilities into U.S. dollars are recorded in income. For operations
that use the local currency as the functional currency, adjustments resulting
from translating foreign functional currency assets and liabilities into U.S.
dollars are recorded in a separate component of stockholders' equity entitled
"Accumulated other comprehensive income." Gains or losses resulting from
transactions in other than the functional currency are reflected in net income.

Hedging: The Corporation uses futures, forwards, options and swaps to hedge the
effects of fluctuations in the prices of crude oil, natural gas and refined
products and changes in interest rates and foreign currency values. These
transactions meet the requirements for hedge accounting, including designation
and correlation. The resulting gains or losses, measured by quoted market
prices, termination values or other methods, are accounted for as part of the
transactions being hedged, except that losses not expected to be recovered upon
the completion of hedged transactions are expensed. On the balance sheet,
deferred gains and losses are included in current assets and liabilities.

Trading: Commodity trading activities are marked to market, with gains and
losses recorded in operating revenue.

NOTE 2 -- SPECIAL ITEMS

1999: The Corporation recorded a gain of $274,100,000 ($176,000,000 after income
taxes) from the sale of its Gulf Coast and Southeast pipeline terminals, natural
gas properties in California and certain

III-14

84

retail sites. Exploration and production results include special income tax
benefits of $54,600,000, reflecting actions taken in 1999 to realize the United
States tax impact of certain prior year exploration activities and capital
losses.

Exploration and production earnings also include an impairment of $58,700,000
($38,200,000 after income taxes) for the Corporation's interest in the Trans
Alaska Pipeline System. The Corporation currently has no crude oil production in
Alaska and there has been a significant reduction in crude oil volumes shipped
through the Corporation's share of the pipeline. Refining and marketing results
include an asset impairment of $34,000,000 (with no income tax benefit) for the
Corporation's crude oil storage terminal in St. Lucia, due to the nonrenewal of
a major third party storage contract. The terminal had been partially impaired
in 1998 as a result of the reduced crude oil storage requirements of the HOVENSA
joint venture. The Corporation also accrued $35,300,000 ($27,300,000 after
income taxes) for a further decline in the value of a drilling service
fixed-price contract due to lower market rates. At December 31, 1999, the
Corporation's reserve for drilling service contracts was $54,600,000, including
amounts provided in 1998. During the year, $70,700,000 of contract payments were
charged against the reserve.

Gains on asset sales are included on a separate line in non-operating income in
the income statement. The impairment of carrying values of the Alaska pipeline
and the crude oil storage terminal and the loss on the drilling service contract
are reflected in a separate impairment line in the income statement.

1998: The Corporation recorded a loss of $106,000,000 in connection with the
sale of the 50% interest in the fixed assets of its Virgin Islands refinery. The
Corporation also recorded an additional charge of $44,000,000 for the reduction
in carrying value of its crude oil storage terminal in St. Lucia that is being
used less as a result of the joint venture. No income tax benefit was recorded
on either charge. Exploration and production results included a charge of
$90,000,000 ($77,000,000 after income taxes) for the reduction in market value
of drilling service fixed-price contracts due to the decline in worldwide crude
oil prices. A charge of $54,000,000 ($35,000,000 after income taxes) was also
recorded for the impairment of capitalized costs related to a North Sea oil
discovery that was uneconomic. The Corporation expensed $29,000,000 for its
share of asset impairment of an equity affiliate and $13,000,000 for the
reduction in carrying value of developed and undeveloped properties in the
United States and United Kingdom. In addition, the Corporation recorded gains of
$80,300,000 ($56,200,000 after income taxes) on the sale of oil and gas assets
in the United States and Norway.

In 1998, the Corporation recorded pre-tax charges of $23,000,000 ($15,000,000
after income taxes) for severance costs. The severance costs covered
approximately 400 exploration and production employees (of which approximately
200 had been terminated at December 31, 1998). Approximately $2,000,000 of
severance was paid in 1998 and the remainder was paid in 1999. The Corporation
also recorded $8,000,000 of exit costs (accrued office lease costs).
Approximately $3,400,000 of this reserve was used in 1999 and the remainder was
reversed to income as a result of current plans for use of the office space.

1997: The Corporation recorded a charge of $80,600,000 ($55,000,000 after income
taxes) for impairment of long-lived assets and a long-term operating lease, as a
result of reserve revisions on two oil fields in the United Kingdom North Sea.
The Corporation also recorded income of $38,200,000 from a refund of United
Kingdom Petroleum Revenue Taxes. In 1997, the Corporation sold its interest in a
United States natural gas field resulting in an after-tax gain of $10,700,000.

NOTE 3 -- ACCOUNTING CHANGES

Effective January 1, 1999, the Corporation adopted the last-in, first-out (LIFO)
inventory method for valuing its refining and marketing inventories. The
Corporation believes that the LIFO method more closely matches current costs and
revenues and will improve comparability with other oil companies. The change to
LIFO decreased net income by $97,051,000 for the year ended December 31, 1999
($1.08 per share basic and diluted). There is no cumulative effect adjustment as
of the beginning of the year for this type of accounting change.

On January 1, 1998, the Corporation began capitalizing the cost of internal use
software in accordance with AICPA Statement of Position 98-1. This accounting
change increased net income for 1998 by $13,867,000 ($.15 per share).

In June 1998, the Financial Accounting Standards Board issued FAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. The Corporation
must adopt FAS No. 133 by January 1, 2001. This
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85

statement requires that the Corporation recognize all derivatives on the balance
sheet at fair value. For derivatives that are not hedges, the change in fair
value must be recognized in income. For derivatives that hedge changes in the
fair value of assets, liabilities or firm commitments, the gains or losses are
recognized in earnings together with the offsetting losses or gains on the
hedged items. For derivatives that hedge cash flows of forecasted transactions,
the gains or losses are recognized in other comprehensive income until the
hedged items are recognized in income.

The Corporation has not yet determined what the effect of FAS No. 133 will be on
its income and financial position.

NOTE 4 -- INVENTORIES

Inventories at December 31 are as follows:
Thousands of US dollars

1999          1998
----------    ----------

Crude oil and other charge stocks...........................  $   67,539    $   35,818
Refined and other finished products.........................     393,064       386,917
Less: LIFO adjustment.......................................    (149,309)           --
----------    ----------
311,294       422,735
Materials and supplies......................................      61,419        59,447
----------    ----------
Total.....................................................  $  372,713    $  482,182
==========    ==========

NOTE 5 -- REFINING JOINT VENTURE

In 1998, the Corporation formed HOVENSA L.L.C. (HOVENSA), a joint venture with
Petroleos de Venezuela, S.A. (PDVSA). The Corporation's Virgin Islands
subsidiary and PDVSA, V.I., Inc. (PDVSA V.I.), a wholly-owned subsidiary of
PDVSA, contributed their 50% interests in the fixed assets of the Virgin Islands
refinery, previously wholly-owned by the Corporation, to HOVENSA. HOVENSA is 50%
owned by a subsidiary of the Corporation and 50% owned by PDVSA V.I. and
operates the refinery. The Corporation purchased refined products from HOVENSA
at a cost of approximately $1,196,000,000 during 1999 and $151,000,000 during
the two months ended December 31, 1998. The Corporation sold crude oil to
HOVENSA at a cost of approximately $81,000,000 during 1999 and $7,000,000 during
the two months ended December 31, 1998.

The Corporation's investment in the joint venture is accounted for using the
equity method. Summarized financial information for HOVENSA as of December 31,
1999 and for the year then ended and as of December 31, 1998 and for the two
months since inception follows:

Thousands of US dollars

1999           1998
-----------    ----------

Summarized balance sheet information at December 31
Current assets............................................  $   432,877    $  352,171
Net fixed assets..........................................    1,328,407     1,343,712
Other assets..............................................       27,094        27,711
Current liabilities.......................................     (282,312)     (133,454)
Long-term debt............................................     (150,000)     (250,000)
Deferred liabilities and credits..........................      (25,750)      (27,718)
-----------    ----------
Partners' equity.......................................  $ 1,330,316    $1,312,422
===========    ==========
Summarized income statement information
for the periods ended December 31
Total revenues............................................  $ 3,081,969    $  344,896
Costs and expenses........................................   (3,064,075)     (375,903)**
-----------    ----------
Net income (loss)*.....................................  $    17,894    $  (31,007)
===========    ==========

*  The Corporation's share of HOVENSA's income in 1999 was $6,988 and its share
of the 1998 loss was $15,848.

** 1998 results include an inventory writedown of $31,999, which reduced costs
of products sold in 1999.

III-16

86

As part of the formation of the joint venture, PDVSA, V.I. purchased a 50%
interest in the fixed assets of the Corporation's Virgin Islands refinery for
$62,500,000 in cash and a 10-year note from PDVSA V.I. for $562,500,000 bearing
interest at 8.46% per annum and requiring principal payments over its term. At
December 31, 1999, the principal balance of the note was $538,500,000. In
addition, there was a $125,000,000, 10-year, contingent note, also bearing
interest at 8.46% per annum. The contingent note was not valued for accounting
purposes. PDVSA V.I.'s payment obligations under both notes are guaranteed by
PDVSA and secured by a pledge of PDVSA V.I.'s interest in the joint venture.

In February 2000, HOVENSA reached agreement on a $600,000,000 bank financing for
the construction of a 58,000 barrel per day delayed coking unit and related
facilities at its refinery and for general working capital requirements. In
connection with the financing, the Corporation and PDVSA V.I. agreed to amend
the note received by the Corporation at the formation of the joint venture.
PDVSA V.I. will defer principal payments on the note until after completion of
coker construction but not later than February 14, 2003. Principal payments are
due ratably until maturity on February 14, 2011. The interest rate on the note
has been increased to 9.46%. PDVSA V.I. has the option to reduce the interest
rate to the original rate of 8.46% by repaying principal in accordance with the
original amortization schedule.

NOTE 6 -- SHORT-TERM NOTES AND RELATED LINES OF CREDIT

Short-term notes payable to banks amounted to $17,912,000 at December 31, 1999
and $3,500,000 at December 31, 1998. The weighted average interest rates on
these borrowings were 6.3% and 8.8% at December 31, 1999 and 1998, respectively.
At December 31, 1999, the Corporation has uncommitted arrangements with banks
for unused lines of credit aggregating $376,000,000.

NOTE 7 -- LONG-TERM DEBT

Long-term debt at December 31 consists of the following:
Thousands of US dollars

1999          1998
----------    ----------

7 3/8% and 7 7/8% Debentures, due in 2009 and 2029..........  $  990,026    $       --
6.1% Marine Terminal Revenue Bonds -- Series 1994 -- City of
Valdez, Alaska, due 2024..................................      20,000        20,000
Pollution Control Revenue Bonds, weighted average rate 6.6%,
due through 2022..........................................      52,623        52,607
Fixed rate notes, payable principally to insurance
companies, weighted average rate 8.0%*, due through
2014......................................................     915,000     1,154,285
Global Revolving Credit Facility with banks, weighted
average rate 6.5%, due 2002...............................     120,000     1,195,000
Project lease financing, weighted average rate 5.1%, due
through 2014..............................................     182,588       185,513
Capitalized lease obligations, weighted average rate 5.3%,
due through 2009..........................................       8,332        35,960
Other loans, weighted average rate 8.0%, due through 2007...       3,200         5,600
----------    ----------
2,291,769     2,648,965
Less amount included in current maturities..................       5,109       172,820
----------    ----------
Total.....................................................  $2,286,660    $2,476,145
==========    ==========

* Includes effect of interest rate conversion agreements.

The aggregate long-term debt maturing during the next five years is as follows
(in thousands of US dollars): 2000 -- $5,109 (included in current liabilities);
2001 -- $25,411; 2002 -- $320,695; 2003 -- $80,990 and 2004 -- $159,794.

The Corporation's long-term debt agreements contain various restrictions and
conditions, including working capital requirements and limitations on total
borrowings and cash dividends. At December 31, 1999, the Corporation meets the
required working capital ratio of 1 to 1. Under the agreements, the Corporation
is permitted to borrow an additional $2,225,000,000 for the construction or
acquisition of assets. In addition, at December 31, 1999 it has $638,000,000 of
retained earnings free of dividend restrictions.

III-17

87

In 1999, the Corporation issued $1,000,000,000 of public debentures, of which
$300,000,000 bears interest at 7 3/8% and is due in 2009 and the remainder bears
interest at 7 7/8% and is due in 2029. After discount and the effect of interest
rate conversion agreements, the effective borrowing rates are 6.48% and 7.97%,
respectively.

The Corporation has a $2,000,000,000 Global Revolving Credit Facility (the
"Facility"), of which $120,000,000 is outstanding at December 31, 1999.
Borrowings bear interest at a margin above the London Interbank Offered Rate
("LIBOR") based on the Corporation's capitalisation ratio. The borrowing rate at
December 31, 1999 is .20% above LIBOR. Facility fees of .125% per annum are
payable on the amount of the credit line.

In 1998, the Corporation entered into the sale and leaseback of its interests in
the production platforms and related facilities of two Gulf of Mexico producing
properties. These transactions were accounted for as financings. At December 31,
1999, the outstanding obligations amount to $182,588,000, maturing through 2014.

The Corporation sold a portion of its subsequent year crude oil production in
1998 and used the proceeds to repay revolving credit debt. Accordingly, at
December 31, 1998, $249,325,000 is included in deferred revenue on the balance
sheet. There was no comparable transaction in 1999.

At December 31, 1999, the Corporation has interest rate conversion agreements,
accounted for by the accrual method, that effectively convert fixed rate debt to
floating rate debt, increasing the percentage of its floating rate debt to 24%.

In 1999, 1998 and 1997, the Corporation capitalized interest of $15,754,000,
$23,559,000 and $10,284,000 on major development projects. The total amount of
interest paid (net of amounts capitalized), principally on short-term and
long-term debt, in 1999, 1998 and 1997 was $145,366,000, $154,419,000 and
$146,795,000, respectively.

NOTE 8 -- STOCK BASED COMPENSATION PLANS

The Corporation has outstanding stock options and nonvested common stock under
its 1995 Long-Term Incentive Plan (as amended, subject to stockholder approval)
and its Executive Long-Term Incentive Compensation and Stock Ownership Plan
(which expired in 1997). Generally, stock options vest one year from the date of
grant and the exercise price equals or exceeds the market price on the date of
grant. Nonvested common stock vests three or five years from the date of grant,
depending on the terms of the award.

The Corporation's stock option activity in 1999, 1998 and 1997 consisted of the
following:

WEIGHTED-AVERAGE
OPTIONS       EXERCISE PRICE
(THOUSANDS)       PER SHARE
-----------    ----------------

Outstanding at January 1, 1997..............................     1,421            $58.99
Granted...................................................       873             54.75
Exercised.................................................       (27)            50.86
Forfeited.................................................       (19)            59.52
-----            ------
Outstanding at December 31, 1997............................     2,248             57.43
Granted...................................................       873             53.05
Exercised.................................................        (3)            49.75
Forfeited.................................................       (23)            56.22
-----            ------
Outstanding at December 31, 1998............................     3,095             56.21
Granted*..................................................     1,804             55.66
Exercised.................................................      (322)            53.22
Forfeited.................................................       (70)            58.08
-----            ------
Outstanding at December 31, 1999............................     4,507            $56.18
=====            ======
Exercisable at December 31, 1997............................     1,376            $59.14
Exercisable at December 31, 1998............................     2,230             57.44
Exercisable at December 31, 1999............................     2,702             56.52

* 1,118 stock options with an exercise price of $58.13 per share were granted in
December 1999 subject to approval of stockholders in 2000.

III-18

88

Exercise prices for employee stock options at December 31, 1999 ranged from
$49.00 to $65.94 per share. The weighted-average remaining contractual life of
employee stock options is 8.2 years.

The Corporation uses the Black-Scholes model to estimate the fair value of
employee stock options for pro forma disclosure of the effects on net income and
earnings per share. The Corporation used the following weighted-average
assumptions in the Black-Scholes model for 1999, 1998 and 1997, respectively:
risk-free interest rates of 5.9%, 5.6% and 5.9%; expected stock price volatility
of .207, .218 and .220; a dividend yield of 1.1%; and an expected life of seven
years. The Corporation's net income would have been reduced by approximately
$6,000,000 in 1999, $19,100,000 in 1998 and $7,600,000 in 1997 ($.07 per share
in 1999, $.21 per share in 1998 and $.08 per share in 1997, diluted) if option
expense were recorded using the fair value method.

The weighted-average fair values of options granted for which the exercise price
equalled the market price on the date of grant were $18.45 in 1999, $17.50 in
1998 and $18.69 in 1997.

Total compensation expense for nonvested common stock was $9,831,000 in 1999,
$15,975,000 in 1998 and $11,553,000 in 1997. Awards of nonvested common stock
were as follows:

SHARES OF
NONVESTED
COMMON STOCK    WEIGHTED-AVERAGE
AWARDED        PRICE ON DATE
(THOUSANDS)         OF GRANT
------------    ----------------

Granted in 1997.............................................      746              $53.94
Granted in 1998.............................................       18               53.08
Granted in 1999.............................................       24               56.07

At December 31, 1999, the number of common shares reserved for issuance is as
follows (in thousands):

1995 Long-term incentive plan

Future awards.............................................  3,882*
Stock options outstanding.................................  4,507*
Stock appreciation rights.................................     52
Warrants**..................................................  1,055
-----
Total..................................................  9,496
=====

*  Includes 3,882 shares reserved for future awards and 1,118 stock options
outstanding which are subject to approval of stockholders in 2000.

** Issued in connection with an insurance company financing, exercisable through
June 27, 2001 at $64.46 per share.

NOTE 9 -- FOREIGN CURRENCY TRANSLATION

Worldwide currency translation gains amounted to $17,577,000 (including
$7,688,000 of income tax benefits) in 1999. Foreign currency gains totaled
$2,511,000 in 1998 and $5,073,000 in 1997 after income tax effects. Effective
January 1, 1999, the Corporation changed the functional currency of its United
Kingdom operations from the British pound sterling to the U.S. dollar.

III-19

89

NOTE 10 -- PENSION PLANS

The Corporation has defined benefit pension plans for substantially all of its
employees. The following table reconciles the benefit obligation and fair value
of plan assets and shows the funded status:

Thousands of US dollars

1999          1998
----------    ----------

Reconciliation of pension benefit obligation
Benefit obligation at January 1...........................    $  542,704    $  464,728
Service cost..............................................        21,639        19,280
Interest cost.............................................        34,333        32,841
Actuarial (gain) loss.....................................       (71,262)       48,855
Benefit payments..........................................       (26,306)      (23,000)
----------    ----------
Pension benefit obligation at December 31..............       501,108       542,704
----------    ----------
Reconciliation of fair value of plan assets
Fair value of plan assets at January 1....................       476,849       427,912
Actual return on plan assets..............................        63,375        54,311
Employer contributions....................................        19,678        16,833
Employee contributions....................................            --           793
Benefit payments..........................................       (26,306)      (23,000)
----------    ----------
Fair value of plan assets at December 31...............       533,596       476,849
----------    ----------
Funded status at December 31
Funded status.............................................        32,488       (65,855)
Unrecognized prior service cost...........................         7,761         9,041
Unrecognized (gain) loss..................................       (91,629)        2,861
----------    ----------
Accrued pension liability..............................    $  (51,380)   $  (53,953)
==========    ==========

Pension expense consisted of the following:

Thousands of US dollars

1999          1998          1997
----------    ----------    ----------

Service cost....................................    $   21,639    $   19,280    $   19,109
Interest cost...................................        34,333        32,841        33,162
Expected return on plan assets..................       (41,072)      (36,221)      (32,390)
Amortization of transition asset (obligation)...           255           (72)       (3,052)
Amortization of prior service cost..............         1,280         1,280         1,280
Amortization of net gain........................            --           (22)       (1,692)
----------    ----------    ----------
Pension expense...............................    $   16,435    $   17,086    $   16,417
==========    ==========    ==========

Prior service costs and gains and losses in excess of 10% of the greater of the
benefit obligation and the market value of assets are amortized over the average
remaining service period of active employees.

The weighted-average actuarial assumptions used by the Corporation's pension
plans at December 31 were as follows:

1999    1998
----    ----

Discount rate...............................................    7.3%    6.4%
Expected long-term rate of return on plan assets............    8.7%    8.3%
Rate of compensation increases..............................    4.5%    4.9%

The Corporation also has a nonqualified supplemental pension plan covering
certain employees. The supplemental pension plan provides for incremental
pension payments from the Corporation's funds so that total pension payments
equal amounts that would have been payable from the Corporation's principal
pension plan were it not for limitations imposed by income tax regulations. The
benefit obligation related to this unfunded plan totalled $38,358,000 at
December 31, 1999 and $41,802,000 at December 31, 1998. Pension expense for the
plan was $6,743,000 in 1999, $6,271,000 in 1998 and

III-20

90

$5,098,000 in 1997. The Corporation has accrued $29,310,000 for this plan at
December 31, 1999 and $25,205,000 at December 31, 1998. The trust established to
fund the supplemental plan held assets valued at $13,586,000 at December 31,
1999 and $6,209,000 at December 31,1998.

NOTE 11 -- PROVISION FOR INCOME TAXES

The provision (benefit) for income taxes consisted of:
Thousands of US dollars

1999          1998          1997
----------    ----------    ----------

United States Federal
Current.........................................    $    6,093    $    9,510    $   16,210
Deferred........................................        81,657       (68,203)      (27,254)
State.............................................         6,483         1,702         1,418
----------    ----------    ----------
94,233       (56,991)       (9,626)
----------    ----------    ----------
Foreign
Current.........................................       189,198        71,492       181,665(b)
Deferred........................................       (15,058)      (66,310)      (41,599)
----------    ----------    ----------
174,140         5,182       140,066
----------    ----------    ----------
Adjustment of deferred tax
liability for foreign income tax rate change....        (4,180)       (3,409)      (11,355)
----------    ----------    ----------
Total........................................    $  264,193(a) $  (55,218)   $  119,085
==========    ==========    ==========

(a) Includes a benefit of $54,600 representing actions taken in 1999 to realize
the United States tax impact of certain prior year exploration activities
and capital losses.

(b) Includes income tax refund of $38,180.

Income (loss) before income taxes consisted of the following:

Thousands of US dollars

1999          1998          1997
----------    ----------    ----------

United States.....................................    $  397,237    $ (205,522)   $    3,533
Foreign*..........................................       304,572      (308,589)      123,052
----------    ----------    ----------
Total...........................................    $  701,809    $ (514,111)   $  126,585
==========    ==========    ==========

* Foreign income includes the Corporation's Virgin Islands, shipping and other
operations located outside of the United States.

III-21

91

Deferred income taxes arise from temporary differences between the tax basis of
assets and liabilities and their reported amounts in the financial statements. A
summary of the components of deferred tax liabilities and assets at December 31
follows:

Thousands of US dollars

1999          1998
----------    ----------

Deferred tax liabilities
Fixed assets and investments..............................    $  320,324    $  272,461
Foreign petroleum taxes...................................       224,359       238,568
Other.....................................................        55,917        58,251
----------    ----------
Total deferred tax liabilities.........................       600,600       569,280
----------    ----------
Deferred tax assets
Accrued liabilities.......................................        98,510       194,109
Net operating and capital loss carryforwards..............       299,962       224,765
Tax credit carryforwards..................................       137,598       126,590
Other.....................................................        78,691        41,592
----------    ----------
Total deferred tax assets..............................       614,761       587,056
Valuation allowance.......................................      (182,253)     (141,113)
----------    ----------
Net deferred tax assets................................       432,508       445,943
----------    ----------
Net deferred tax liabilities...........................    $  168,092    $  123,337
==========    ==========

The difference between the Corporation's effective income tax rate and the
United States statutory rate is reconciled below:

1999       1998       1997
-----      -----      -----

United States statutory rate................................       35.0%     (35.0)%     35.0%
Effect of foreign operations, including foreign tax
credits...................................................        3.0       24.2       72.3
Effect of capital and other loss carryforwards..............         --        (.2)      (8.3)
State income taxes, net of Federal income tax benefit.......         .6         .2         .7
Prior year adjustments......................................        (.8)       (.3)      (3.5)
Tax credits.................................................         --         --        (.8)
Other.......................................................        (.2)        .4       (1.3)
-----      -----      -----
Total.....................................................       37.6%     (10.7)%     94.1%
=====      =====      =====

The Corporation has not recorded deferred income taxes applicable to
undistributed earnings of foreign subsidiaries that are indefinitely reinvested
in foreign operations. Undistributed earnings amounted to approximately $950
million at December 31, 1999, excluding amounts which, if remitted, generally
would not result in any additional U.S. income taxes because of available
foreign tax credits. If the earnings of such foreign subsidiaries were not
indefinitely reinvested, a deferred tax liability of approximately $120 million
would have been required.

For income tax reporting at December 31, 1999, the Corporation has general
business credit carryforwards of approximately $30 million, principally expiring
in 2000 and 2001. In addition, the Corporation has alternative minimum tax
credit carryforwards of approximately $110 million, which can be carried forward
indefinitely. At December 31, 1999, a net operating loss carryforward of
approximately $1 billion is also available to offset income of the HOVENSA joint
venture partners. Net operating loss carryforwards relating to several foreign
exploration and production areas amount to approximately $190 million at
December 31, 1999.

Income taxes paid (net of refunds) in 1999, 1998 and 1997 amounted to
$141,465,000, $140,470,000 and $259,767,000, respectively.

III-22

92

NOTE 12 -- NET INCOME PER SHARE

The weighted average number of common shares used in the basic and diluted
earnings per share computations are summarized below:

Thousands of shares

1999      1998      1997
------    ------    ------

Common shares -- basic......................................    89,692    89,585    91,254
Effect of dilutive securities
Nonvested common stock....................................       436        --       428
Stock options.............................................       152        --        51
------    ------    ------
Common shares -- diluted....................................    90,280    89,585    91,733
======    ======    ======

Diluted common shares include shares that would be outstanding assuming the
fulfillment of restrictions on nonvested shares and the exercise of stock
options. In 1998, the above table excludes the antidilutive effect of 666,000
nonvested common shares and 78,000 stock options. The table also excludes the
effect of out-of-the-money options on 1,609,000 shares, 1,626,000 shares and
867,000 shares in 1999, 1998 and 1997, respectively.

NOTE 13 -- LEASED ASSETS

The Corporation and certain of its subsidiaries lease floating production
systems, drilling rigs, tankers, gasoline stations, office space and of the
assets for varying periods. At December 31, 1999, future minimum rental payments
applicable to capital and noncancelable operating leases with remaining terms of
one year or more (other than oil and gas leases) are as follows:

Thousands of US dollars

OPERATING      CAPITAL
LEASES        LEASES
----------    ----------

2000........................................................    $  274,551    $    1,156
2001........................................................       172,149         1,156
2002........................................................       106,186         1,156
2003........................................................        90,570         1,156
2004........................................................        86,727         1,156
Remaining years.............................................       403,651         5,781
----------    ----------
Total minimum lease payments................................     1,133,834        11,561
Less: Imputed interest......................................            --         3,229
Income from subleases.................................        17,263            --
----------    ----------
Net minimum lease payments..................................    $1,116,571*   $    8,332
==========    ==========
Capitalized lease obligations --
Current...................................................                  $      531
Long-term.................................................                       7,801
----------
Total..................................................                  $    8,332
==========

* Of the total future minimum payments under operating leases, $79,590 has been
accrued at December 31, 1999.

Rental expense for all operating leases, other than rentals applicable to oil
and gas leases, was as follows:

Thousands of US dollars

1999          1998          1997
----------    ----------    ----------

Total rental expense..............................    $  156,362    $  178,560    $  195,246
Less income from subleases........................        51,418        29,979        11,792
----------    ----------    ----------
Net rental expense..............................    $  104,944    $  148,581    $  183,454
==========    ==========    ==========

III-23

93

NOTE 14 -- FINANCIAL INSTRUMENTS, HEDGING AND TRADING ACTIVITIES

The Corporation uses futures, forwards, options and swaps, individually or in
combination, to reduce the effects of fluctuations in crude oil, natural gas and
refined product prices and in fixed-price sales contracts. In addition, the
Corporation uses interest-rate conversion agreements to adjust the interest
rates on a portion of its long-term, fixed-rate debt. Foreign currency contracts
are used to protect the Corporation from fluctuations in exchange rates.

Commodity Hedging: At December 31, 1999, the Corporation's hedging activities
included commodity and financial contracts, maturing mainly in 2000, covering
29,700,000 barrels of crude oil and 1,400,000 barrels of refined products
(3,000,000 net barrels of crude oil and refined products in 1998). The
Corporation also hedged 4,500,000 net Mcf of natural gas in 1998.

The Corporation produced 85,000,000 barrels of crude oil and natural gas liquids
and 235,000,000 Mcf of natural gas in 1999, and had approximately 14,000,000
barrels of crude oil and refined products in its refining and marketing
inventories at December 31, 1999. Since the contracts described above are
designated as hedges and correlate to price movements of crude oil, natural gas
and refined products, any gains or losses resulting from market changes will be
offset by losses or gains on the Corporation's hedged inventory or production.
Net deferred losses from the Corporation's hedging activities were $61,200,000
at December 31, 1999, including $47,600,000 of unrealized losses ($5,000,000 of
gains at December 31, 1998, including $2,000,000 of unrealised gains).

Financial Instruments: At December 31, 1999, the Corporation has $400,000,000 in
interest-rate conversion agreements outstanding ($400,000,000 at December
31,1998). The Corporation also has $865,000,000 of notional value foreign
currency forward and purchased option contracts maturing generally in 2000
($97,000,000 at December 31, 1998) and $145,300,000 in letters of credit
outstanding ($137,900,000 at December 31, 1998). Notional amounts do not
quantify risk or represent assets or liabilities of the Corporation, but are
used in the calculation of cash settlements under the contracts.

Fair Value Disclosure: The carrying amounts of cash and cash equivalents,
short-term debt and long-term, variable-rate debt approximate fair value. The
Corporation estimates the fair value of its long-term, fixed-rate note
receivable and debt generally using discounted cash flow analysis based on
current interest rates for instruments with similar maturities. Interest-rate
conversion agreements and foreign currency exchange contracts are valued based
on current termination values or quoted market prices of comparable contracts.
The Corporation's valuation of commodity contracts considers quoted market
prices, time value, volatility of the underlying commodities and other factors.

The carrying amounts of the Corporation's financial instruments and commodity
contracts, including those used in the Corporation's hedging and trading
activities, generally approximate their fair values at December 31,1999, except
as follows:

Millions of US dollars, asset (liability)

1999                      1998
-----------------------   -----------------------
BALANCE SHEET    FAIR     BALANCE SHEET    FAIR
AMOUNT        VALUE       AMOUNT        VALUE
-------------   -------   -------------   -------

Long-term, fixed-rate note receivable........     $   539      $   493      $   563      $   563
Long-term, fixed-rate debt...................      (2,163)      (2,141)      (1,418)      (1,477)
Interest-rate conversion agreements..........          --          (11)          --          (24)

Market and Credit Risks: The Corporation's financial instruments expose it to
market and credit risks and may at times be concentrated with certain
counterparties or groups of counterparties. The credit worthiness of
counterparties is subject to continuing review and full performance is
anticipated.

Commodity Trading: The Corporation, principally through a consolidated
partnership, trades energy commodities, including futures, forwards, options and
swaps, based on expectations of future market conditions. The Corporation's
results from trading activities, including its share of the earnings of the
trading partnership which has been profitable in 1999, 1998 and 1997, amounted
to net income of $19,000,000 in 1999, a net loss of $26,000,000 in 1998 and net
income of $4,000,000 in 1997.

III-24

94

The following table presents the year-end fair values of energy commodities and
derivative instruments used in trading activities and the average aggregate fair
values during the year:

Millions of US dollars, asset (liability)

FAIR VALUE
-----------------------------------------------
AT        AVERAGE        AT        AVERAGE
DECEMBER 31,     FOR     DECEMBER 31,     FOR
1999        1999         1998        1998
------------   -------   ------------   -------

Commodities....................................     $  69        $  85       $  98        $  75
Futures and forwards
Assets.......................................       225          143          29           43
Liabilities..................................      (233)        (148)        (29)         (39)
Options
Held.........................................       178           67          (7)          (3)
Written......................................      (192)         (76)          8            5
Swaps
Assets.......................................       546          356         110           59
Liabilities..................................      (549)        (342)       (117)         (60)

Notional amounts of commodities and derivatives relating to trading activities
follow:

Millions of barrels of oil equivalent

AT DECEMBER 31
--------------
1999      1998
----      ----

Commodities.................................................     3        7
Futures and forwards
Long......................................................   177       39
Short.....................................................  (168)     (51)
Options
Held......................................................   343       20
Written...................................................  (318)     (21)
Swaps*
Held......................................................   304       83
Written...................................................  (329)     (81)

* Includes 41 million barrels long and 53 million barrels short related to basis
swaps at December 31, 1999 (18 million barrels long and 20 million barrels
short in 1998).

NOTE 15 -- SEGMENT INFORMATION

The information which follows is required by FAS No. 131, Disclosures about
Segments of an Enterprise and Related Information, and includes financial
information by geographic area and operating segment. Financial information by
major geographic area for each of the three years ended December 31, 1999
follows:

Millions of US dollars

UNITED STATES*     EUROPE       OTHER      CONSOLIDATED
--------------   ----------   ----------   ------------

1999
Operating revenues.......................    $    4,948     $    1,944   $      147    $    7,039
Property, plant and equipment (net)......         1,289          2,396          367         4,052
1998
Operating revenues.......................    $    5,046     $    1,474   $       60    $    6,580
Property, plant and equipment (net)......         1,457          2,351          384         4,192
1997
Operating revenues.......................    $    6,552     $    1,614   $       58    $    8,224
Property, plant and equipment (net)......         2,872          2,106          213         5,191

* Includes U.S. Virgin Islands and shipping operations.
III-25

95

The Corporation operates principally in the petroleum industry and its operating
segments are (1) exploration and production and (2) refining, marketing and
shipping. Exploration and production operations include the exploration for and
the production, purchase, transportation and sale of crude oil and natural gas.
Refining, marketing and shipping operations include the manufacture, purchase,
transportation, marketing and trading of petroleum and other energy products.

The following table presents financial data by major operating segment for each
of the three years ended December 31, 1999:

Millions of US dollars

REFINING,
EXPLORATION    MARKETING
AND           AND
PRODUCTION     SHIPPING     CORPORATE    CONSOLIDATED*
-----------   -----------   ----------   -------------

1999
Operating revenues
Total operating revenues..............  $    2,719    $    4,541    $        1
Less: Transfers between affiliates....         222            --            --
----------    ----------    ----------
Operating revenues from unaffiliated
customers..........................  $    2,497    $    4,541    $        1    $    7,039
==========    ==========    ==========    ==========
Operating earnings (loss)...............  $      324    $      133    $     (150)   $      307
Special items...........................          19           112            --           131
----------    ----------    ----------    ----------
Net income (loss).....................  $      343    $      245    $     (150)   $      438
==========    ==========    ==========    ==========
Earnings of equity affiliates...........  $       (9)   $       11    $        7    $        9
Interest income.........................          12            50             1            63
Interest expense........................          --            --           158           158
Depreciation, depletion, amortization
and
lease impairment......................         641            42             2           685
Provision (benefit) for income taxes....         184           118           (38)          264
Investments in equity affiliates........         148           778            61           987
Identifiable assets.....................       4,396         2,993           339         7,728
Capital employed........................       3,137         2,211            --         5,348
Capital expenditures....................         727            68             2           797
1998
Operating revenues
Total operating revenues..............  $    1,980    $    4,717    $        1
Less: Transfers between affiliates....         118            --            --
----------    ----------    ----------
Operating revenues from unaffiliated
customers..........................  $    1,862    $    4,717    $        1    $    6,580
==========    ==========    ==========    ==========
Operating earnings (loss)...............  $      (18)   $      (18)   $     (160)   $     (196)
Special items...........................        (113)         (150)           --          (263)
----------    ----------    ----------    ----------
Net income (loss).....................  $     (131)   $     (168)   $     (160)   $     (459)
==========    ==========    ==========    ==========
Earnings of equity affiliates...........  $      (22)   $      (13)   $        5    $      (30)
Interest income.........................          11            11             1            23
Interest expense........................          --            --           153           153
Depreciation, depletion, amortization
and
lease impairment......................         566           125             2           693
Provision (benefit) for income taxes....           7           (38)          (24)          (55)
Investments in equity affiliates........          96           781            56           933
Identifiable assets.....................       4,286         3,126           471         7,883
Capital employed........................       3,231         2,065            --         5,296
Capital expenditures....................       1,307           129             3         1,439

III-26

96

REFINING,
EXPLORATION    MARKETING
AND           AND
PRODUCTION     SHIPPING     CORPORATE    CONSOLIDATED*
-----------   -----------   ----------   -------------

1997
Operating revenues
Total operating revenues..............  $    3,086    $    5,280    $        1
Less: Transfers between affiliates....         142             1            --
----------    ----------    ----------
Operating revenues from unaffiliated
customers..........................  $    2,944    $    5,279    $        1    $    8,224
==========    ==========    ==========    ==========
Operating earnings (loss)...............  $      258    $     (110)   $     (134)   $       14
Special items...........................          (6)           --            --            (6)
----------    ----------    ----------    ----------
Net income (loss).....................  $      252    $     (110)   $     (134)   $        8
==========    ==========    ==========    ==========
Earnings of equity affiliates...........  $       21    $        6    $        5    $       32
Interest income.........................          14             3             1            18
Interest expense........................          --            --           136           136
Depreciation, depletion, amortization
and
lease impairment......................         580           118             2           700
Provision (benefit) for income taxes....         164            --           (45)          119
Investments in equity affiliates........         114            77            53           244
Identifiable assets.....................       3,727         3,713           495         7,935
Capital employed........................       2,468         2,875            --         5,343
Capital expenditures....................       1,158           183             5         1,346

* After elimination of transactions between affiliates, which are valued at
approximate market prices.

III-27

97

3.  RESULTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2000

The following unaudited financial information has been extracted from the Form
10-Q for September 30, 2000 of Amerada Hess filed with the SEC.

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
Millions of US dollars, except per share data

THREE MONTHS          NINE MONTHS
ENDED SEPTEMBER 30    ENDED SEPTEMBER 30
------------------    ------------------
2000       1999       2000       1999
-------    -------    -------    -------

REVENUES
Sales (excluding excise taxes) and other
operating revenues.........................   $ 2,833    $ 1,802    $ 8,308    $ 4,770
Non-operating income
Gains on asset sales.......................        --        165         --        273
Equity in income of HOVENSA L.L.C..........        24          7         76         24
Other......................................        30          3         87         95
-------    -------    -------    -------
Total revenues...........................     2,887      1,977      8,471      5,162
-------    -------    -------    -------
COSTS AND EXPENSES
Cost of products sold.........................     1,768      1,073      5,361      2,935
Production expenses...........................       139        111        401        327
Marketing expenses............................       157        108        385        288
Other operating expenses......................        60         52        168        168
Exploration expenses, including dry holes and
lease impairment...........................        65         45        217        186
General and administrative expenses...........        50         70        152        184
Interest expense..............................        42         39        119        116
Depreciation, depletion and amortization......       176        159        516        434
-------    -------    -------    -------
Total costs and expenses.................     2,457      1,657      7,319      4,638
-------    -------    -------    -------
Income before income taxes....................       430        320      1,152        524
Provision for income taxes....................       173        162        469        217
-------    -------    -------    -------
NET INCOME......................................   $   257    $   158    $   683    $   307
=======    =======    =======    =======
NET INCOME PER SHARE
Basic.........................................   $  2.89    $  1.77    $  7.63    $  3.42
=======    =======    =======    =======
Diluted.......................................   $  2.86    $  1.75    $  7.57    $  3.40
=======    =======    =======    =======
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
(in millions).................................      89.8       90.5       90.2       90.2
COMMON STOCK DIVIDENDS PER SHARE................   $   .15    $   .15    $   .45    $   .45

See accompanying notes to consolidated financial information.

III-28

98

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
Millions of US dollars

SEPTEMBER 30,    DECEMBER 31,
2000             1999
-------------    ------------

ASSETS
CURRENT ASSETS
Cash and cash equivalents.................................      $   259         $    41
Accounts receivable.......................................        1,848           1,175
Inventories...............................................          367             373
Other current assets......................................          585             239
-------         -------
Total current assets.................................        3,059           1,828
-------         -------
INVESTMENTS AND ADVANCES
HOVENSA L.L.C.............................................          785             710
Other.....................................................          236             282
-------         -------
Total investments and advances.......................        1,021             992
-------         -------
PROPERTY, PLANT AND EQUIPMENT
Total -- at cost..........................................       11,621          11,065
Less reserves for depreciation, depletion, amortization
and lease impairment...................................        7,423           7,013
-------         -------
Property, plant and equipment -- net.................        4,198           4,052
-------         -------
NOTE RECEIVABLE.............................................          539             539
-------         -------
DEFERRED INCOME TAXES AND OTHER ASSETS......................          252             317
-------         -------
TOTAL ASSETS................................................      $ 9,069         $ 7,728
=======         =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable -- trade.................................      $ 1,389         $   772
Accrued liabilities.......................................          923             625
Taxes payable.............................................          329             159
Notes payable.............................................            2              18
Current maturities of long-term debt......................           57               5
-------         -------
Total current liabilities............................        2,700           1,579
-------         -------
LONG-TERM DEBT..............................................        1,940           2,287
-------         -------
DEFERRED LIABILITIES AND CREDITS
Deferred income taxes.....................................          516             442
Other.....................................................          370             382
-------         -------
Total deferred liabilities and credits...............          886             824
-------         -------
STOCKHOLDERS' EQUITY
Preferred stock, par value $1.00
Authorized -- 20,000,000 shares for issuance in series
3% cumulative convertible series
Authorized -- 330,000 shares
Issued -- 326,805 shares in 2000 (liquidation
preference of $16)..............................           --              --
Common stock, par value $1.00
Authorized -- 200,000,000 shares
Issued -- 88,574,505 shares at September 30, 2000;
90,676,405 shares at December 31, 1999...............           89              91
Capital in excess of par value............................          825             782
Retained earnings.........................................        2,769           2,287
Accumulated other comprehensive income....................         (140)           (122)
-------         -------
Total stockholders' equity.............................        3,543           3,038
-------         -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................      $ 9,069         $ 7,728
=======         =======

See accompanying notes to consolidated financial information.

III-29

99

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
Nine Months Ended September 30
Millions of US dollars

2000          1999
----------    ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................  $      683    $      307
Adjustments to reconcile net income to net cash provided
by operating activities
Depreciation, depletion and amortization.............         516           434
Exploratory dry hole costs...........................          91            34
Lease impairment.....................................          20            23
Gains on asset sales.................................          --          (273)
Provision for deferred income taxes..................         181            45
Undistributed earnings of affiliates.................         (69)           (6)
----------    ----------
1,422           564
Changes in operating assets and liabilities and
other...............................................           9          (120)
----------    ----------
Net cash provided by operating activities.........       1,431           444
----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures......................................        (610)         (617)
Proceeds from asset sales and other.......................          (2)          413
----------    ----------
Net cash used in investing activities.............        (612)         (204)
----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in notes payable......................         (16)           30
Long-term borrowings......................................          --           621
Repayment of long-term debt...............................        (394)         (902)
Cash dividends paid.......................................         (54)          (54)
Common stock acquired.....................................        (188)           --
Stock options exercised...................................          51            17
----------    ----------
Net cash used in financing activities.............        (601)         (288)
----------    ----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.....................          --            --
----------    ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........         218           (48)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR..............          41            74
----------    ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................  $      259    $       26
==========    ==========

See accompanying notes to consolidated financial information.

III-30

100

AMERADA HESS CORPORATION AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL INFORMATION
Millions of US dollars, except per share amounts

NOTE 1 -- The financial information included in this report reflects all normal
and recurring adjustments which, in the opinion of management, are necessary for
a fair presentation of the Corporation's consolidated financial position at
September 30, 2000 and December 31, 1999, and the consolidated results of
operations for the three- and nine-month periods ended September 30, 2000 and
1999 and the consolidated cash flows for the nine-month periods ended September
30, 2000 and 1999. The unaudited results of operations for the interim periods
reported are not necessarily indicative of results to be expected for the full
year.

Certain notes and other information have been condensed or omitted from this
interim financial information. Such statements, therefore, should be read in
conjunction with the consolidated financial statements and related notes
included in the 1999 Annual Report to Stockholders, which have been incorporated
by reference in the Corporation's Form 10-K for the year ended December 31,
1999.

NOTE 2 -- Inventories consist of the following:

SEPTEMBER 30,    DECEMBER 31,
2000             1999
-------------    ------------

Crude oil and other charge stocks...........................     $      119       $       67
Refined and other finished products.........................            469              393
Less: LIFO adjustment.......................................           (310)            (149)
----------       ----------
278              311
Materials and supplies......................................             89               62
----------       ----------
Total inventories.........................................     $      367       $      373
==========       ==========

NOTE 3 -- The Corporation accounts for its investment in HOVENSA L.L.C. using
the equity method. Summarized income statement information for HOVENSA follows:

THREE MONTHS                NINE MONTHS
ENDED SEPTEMBER 30          ENDED SEPTEMBER 30
------------------------    ------------------------
2000          1999          2000          1999
----------    ----------    ----------    ----------

Total revenues......................    $    1,353    $      873    $    3,825    $    2,142
Costs and expenses..................         1,304           858         3,671         2,091
----------    ----------    ----------    ----------
Net income........................    $       49    $       15    $      154    $       51
==========    ==========    ==========    ==========
Amerada Hess Corporation's share....    $       24    $        7    $       76    $       24
==========    ==========    ==========    ==========

In February 2000, HOVENSA reached agreement on a $600 bank financing for the
construction of a 58 thousand barrel per day delayed coking unit and related
facilities at its refinery and for general working capital requirements. In
connection with this financing, the Corporation and PDVSA V.I. agreed to amend
the note received by the Corporation at the formation of the joint venture.
PDVSA V.I. deferred principal payments on the note until after completion of
coker construction but not later than February 14, 2003. The interest rate on
the note increased to 9.46%. In October 2000, PDVSA V.I. exercised its option to
repay principal in accordance with the original amortization schedule and
reduced the interest rate to the original rate of 8.46%.

NOTE 4 -- The provision for income taxes consisted of the following:

THREE MONTHS                NINE MONTHS
ENDED SEPTEMBER 30          ENDED SEPTEMBER 30
------------------------    ------------------------
2000          1999          2000          1999
----------    ----------    ----------    ----------

Current.............................    $       81    $       84    $      288    $      172
Deferred............................            92            78           181            45
----------    ----------    ----------    ----------
Total.............................    $      173    $      162    $      469    $      217
==========    ==========    ==========    ==========

III-31

101

NOTE 5 -- Foreign currency gains (losses), after income tax effects, amounted to
the following:

THREE MONTHS                NINE MONTHS
ENDED SEPTEMBER 30          ENDED SEPTEMBER 30
------------------------    ------------------------
2000          1999          2000          1999
----------    ----------    ----------    ----------

Foreign currency gains (losses).....    $       --    $      (24)   $        3    $       12
==========    ==========    ==========    ==========

NOTE 6 -- The weighted average number of common shares used in the basic and
diluted earnings per share computations are as follows (in millions):

THREE MONTHS                NINE MONTHS
ENDED SEPTEMBER 30          ENDED SEPTEMBER 30
------------------------    ------------------------
2000          1999          2000          1999
----------    ----------    ----------    ----------

Common shares -- basic..............          88.8          89.8          89.5          89.6
Effect of dilutive securities
(equivalent shares)
Nonvested common stock............            .3            .4            .3            .5
Stock options.....................            .5            .3            .3            .1
Convertible preferred stock.......            .2            --            .1            --
----------    ----------    ----------    ----------
Common shares -- diluted............          89.8          90.5          90.2          90.2
==========    ==========    ==========    ==========

NOTE 7 -- The Corporation uses futures, forwards, options and swaps,
individually or in combination, to reduce the effects of fluctuations in crude
oil, natural gas and refined product prices. These contracts correlate to
movements in the value of inventory and the prices of crude oil and natural gas,
and as hedges, any resulting gains or losses are recorded as part of the hedged
transaction. After-tax earnings from exploration and production activities were
reduced by approximately $50 and $100 for the third quarter and nine months of
2000, due to hedging activities. At September 30, 2000, after-tax deferred
losses on the Corporation's petroleum hedging contracts expiring through 2001
were approximately $190, including $145 of unrealized losses.

NOTE 8 -- Interest costs related to certain long-term construction projects have
been capitalized in accordance with FAS No. 34 as follows:

THREE MONTHS                NINE MONTHS
ENDED SEPTEMBER 30          ENDED SEPTEMBER 30
------------------------    ------------------------
2000          1999          2000          1999
----------    ----------    ----------    ----------

Interest capitalized................    $       --    $        3    $        3    $       14
==========    ==========    ==========    ==========

NOTE 9 -- Comprehensive income, which includes net income and the effects of
foreign currency translation recorded directly in stockholders' equity, is as
follows:

THREE MONTHS                NINE MONTHS
ENDED SEPTEMBER 30          ENDED SEPTEMBER 30
------------------------    ------------------------
2000          1999          2000          1999
----------    ----------    ----------    ----------

Comprehensive income................    $      247    $      165    $      665    $      306
==========    ==========    ==========    ==========

NOTE 10 -- On May 15, 2000, the Corporation acquired the 51% of The Meadville
Corporation's outstanding stock that it did not already own for approximately
$168 in cash, deferred payments and preferred stock. The deferred payments are
non-interest bearing and have been discounted to $97 using a market interest
rate. The Corporation accounted for this acquisition using the purchase method.
The Meadville Corporation owned and operated 178 Merit retail gasoline stations
located in the northeastern United States. This acquisition does not materially
affect the Corporation's financial position or results of operations.

III-32

102

NOTE 11 -- The Corporation's results by operating segment were as follows:

THREE MONTHS                NINE MONTHS
ENDED SEPTEMBER 30          ENDED SEPTEMBER 30
------------------------    ------------------------
2000          1999          2000          1999
----------    ----------    ----------    ----------

Operating revenues
Exploration and production (1)....    $      973    $      766    $    2,893    $    1,984
Refining, marketing and
shipping.......................         2,080         1,166         5,969         3,089
----------    ----------    ----------    ----------
Total..........................    $    3,053    $    1,932    $    8,862    $    5,073
==========    ==========    ==========    ==========
Net income (loss)
Exploration and production (2)....    $      238    $       71    $      634    $      179
Refining, marketing and shipping
(3)............................            62           128           174           240
Corporate, including interest.....           (43)          (41)         (125)         (112)
----------    ----------    ----------    ----------
Total..........................    $      257    $      158    $      683    $      307
==========    ==========    ==========    ==========

(1) Includes transfers to affiliates of $220 and $554 during the three- and
nine-month periods ended September 30, 2000, respectively, compared to $130
and $303 for the corresponding periods of 1999.

(2) Includes after-tax gains on asset sales of $30 during the nine-months ended
September 30, 1999.

(3) Includes after-tax gains on asset sales of $106 and $146 in the three-and
nine-month periods ended September 30, 1999, respectively.

NOTE 12 -- The Corporation will adopt FAS No. 133, Accounting for Derivative
Instruments and Hedging Activity, on January 1, 2001. The Corporation has not
yet determined what the effects of FAS No. 133 will be on its income and
financial position.

III-33

103

APPENDIX IV
FURTHER INFORMATION ON LASMO
BUSINESS DESCRIPTION AND FINANCIAL RESULTS

PAGE
-----

1.  Business Description....................................   IV-2
2.  Financial Information for LASMO.........................   IV-4
3.  Financial Information for the six months ended 30 June
2000...................................................  IV-30

IV-1

104

1.  BUSINESS DESCRIPTION

LASMO, headquartered in London, is a substantial oil and gas exploration
production company whose activities and producing assets are presently
concentrated primarily in North West Europe and Indonesia, and these, together
with Venezuela, North Africa and Pakistan, are the current material contributors
to reserves. At the end of 1999, LASMO was active in 14 countries around the
world, in nine of which it acted as operator. Production during 1999 was mainly
derived from six of these countries: the United Kingdom, The Netherlands,
Indonesia, Venezuela, Algeria and Pakistan.

As at 31 December 1999, LASMO estimated its net proved oil and gas reserves at
830 million barrels of oil equivalent. Approximately 62 per cent. relate to oil
and 38 per cent. relate to gas, with 24 per cent. of LASMO's net proved reserves
located in North West Europe, 27 per cent. in Indonesia, 29 per cent. in
Venezuela, 14 per cent. in North Africa and 6 per cent. in Pakistan. For the
year ended 31 December 1999, LASMO's average daily production was 178,000
barrels of oil equivalent with approximately 56 per cent. derived from North
West Europe and approximately 27 per cent. derived from Indonesia. In the same
period, production of crude oil and natural gas each accounted for approximately
62 per cent. and 38 per cent. respectively of LASMO's daily average production.

For the six months ended 30 June 2000, LASMO reported sales of L463 million
(1999: L216 million) and profit before exceptional items and taxation of L187
million (1999: L35 million). Net assets as at 30 June 2000 were L1,467 million.
For the full year ended 31 December 1999, LASMO had sales of L594 million (1998:
L484 million) and profit before exceptional items and taxation of L170 million
(1998: L1 million).

During the six months to 30 June 2000, LASMO's exploration programme resulted in
three discoveries in Indonesia and two in Venezuela. Production in both
Liverpool Bay and Venezuela increased significantly. LASMO received approvals
and won contracts in North Africa and reached milestones in bringing gas to
market in Pakistan.

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT LASMO

LASMO is subject to the reporting requirements of the Exchange Act and, in
accordance with those requirements, files reports and other information with the
SEC. You can inspect and copy these reports and other information filed by LASMO
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC on 1-800-SEC-0330.

The SEC allows LASMO to "incorporate by reference" information in this document,
which means that LASMO can disclose important information by referring to
another document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this document, except for any information
superseded by information in this document. This document incorporates by
reference the documents set forth below that LASMO has previously filed with the
SEC. These documents contain important information about LASMO and its finances.

-  Annual Report on Form 20-F for the fiscal year ended 31 December 1999.

-  Form 6-K filed with the SEC on 21 November 2000.

LASMO is also incorporating by reference all documents that it files with the
SEC pursuant to Sections 13(1), 13(c) and 15(d) of the Exchange Act between the
date of this document and the date the offer becomes or is declared
unconditional in all respects (or the date that the offer expires).

IV-2

105

You may obtain any of these documents through LASMO or the SEC. Documents
incorporated by reference are available from LASMO without charge, excluding all
exhibits unless LASMO has specifically incorporated by reference an exhibit in
this document. You also may obtain documents incorporated by reference in this
document by either inspecting them during normal business hours on any weekday
(public holidays excepted) while the offer remains open for acceptance or by
requesting them in writing or orally from LASMO, at the following address and
telephone number:

LASMO plc
101 Bishopsgate
London EC2M 3XH
England

Attention:       Company Secretary
Telephone:       +44 20 7892 9000

IV-3

106

2.  FINANCIAL INFORMATION FOR LASMO

The financial information relating to LASMO set out below has been extracted
without material adjustment from the UK audited accounts of LASMO for the three
years ended 31 December 1999 except for the restatement of the 1997 and 1998
financial statements to comply with Financial Reporting Standard No.12
"Provisions, Contingent Liabilities and Contingent Assets" ("FRS 12").

FRS 12 requires the full discounted cost of decommissioning to be recognised as
an asset and liability when the obligation to rectify environmental damage
arises. Previously the provision for decommissioning costs was built up over the
life of field. The unwinding of the discount is included in the profit and loss
account as a financial item and is added to the net interest charge.

The implementation of FRS 12 has had the effect of increasing the net book value
of tangible fixed assets by L16 million, reducing the decommissioning provision
by L8 million and increasing reserves by L24 million as at 31 December 1998.
There has been no material effect on reported earnings.

The financial information for LASMO does not constitute statutory accounts
within the meaning of Section 240 of the Companies Act. Ernst & Young,
Registered Auditors, of Becket House, 1 Lambeth Palace Road, London SE1 7EU,
England, are auditors of LASMO and have made audit reports under Section 235 of
the Companies Act on the consolidated statutory accounts for the three years
ended 31 December 1999, which have been delivered to the Registrar of Companies
in accordance with Section 242 of the Companies Act.

STATEMENT OF ACCOUNTING POLICIES

BASIS OF PREPARATION

Principal accounting policies are set out below. These policies are consistent
with those adopted in previous years, amended for the effects of adopting FRS
12.

The financial information has been prepared under the historical cost
convention, using the "successful efforts" method of accounting, and in
accordance with applicable accounting standards as defined by the Companies Act.

The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

BASIS OF CONSOLIDATION

The consolidated financial information includes the financial statements of
LASMO plc and all its subsidiary undertakings for the year ended 31 December
1999. All these undertakings are companies, and hereafter are identified as
such, except for a 50 per cent. interest in a general partnership (Unimar
Company) which has been accounted for using the gross equity method. No profit
and loss account is presented for the company as permitted by Section 230 of the
Companies Act.

The Group conducts a substantial proportion of its oil and gas exploration and
development activity through unincorporated joint ventures. The share of these
joint ventures' results and net assets attributable to LASMO are reflected in
the Group's consolidated financial information except where LASMO acts as
operator on behalf of a consortium of partners, in which case, amounts due
to/from third parties are reported gross as are amounts due to/from the
non-operating partners.

Subsidiaries acquired or sold during the year are included from the effective
date of acquisition or to the effective date of disposal.

TURNOVER

Turnover comprises amounts receivable for invoiced sales, exclusive of value
added taxation and similar levies. The Group's entitlement to proceeds from
Indonesian LNG sales is included in turnover after adjustment to add back the
Group's share of transportation and liquefaction costs and debt service which is
deducted on an incurred basis on loans raised by the owner to finance the
construction and expansion costs of the Bontang LNG plant which is operated on a
break even basis. Cost of sales is also adjusted to reflect these deductions,
except that only equal annual charges for debt service are deducted so as to
spread the financing costs over the remaining lives of the respective sales
contracts

IV-4

107

rather than the uneven repayment schedules established for the loans. The
resultant deferred debt service charges are included in debtors.

Turnover includes a service fee based on production from the Dacion Area in
Venezuela and calculated in accordance with the terms of the operating
agreement. A set fee of $2.50 per barrel is receivable for baseline production
and a fee determined by reference to a basket of crude oil products is
receivable for incremental production. Baseline production for 1999 was 10,700
boepd, and declines by 8 per cent. per annum.

PETROLEUM REVENUE TAX (PRT)

PRT is treated as a production cost and has been charged or credited before
arriving at operating profit. Provision is made for current PRT on revenue from
petroleum sales less all allowable deductions for the period.

DEFERRED TAXATION

Deferred taxation is provided in respect of liabilities relating to timing
differences between profits as computed for taxation purposes and profits as
stated in the financial information, except to the extent that the liability is
not expected to crystallise in the foreseeable future. The provision arises
principally from the different accounting and tax treatments for amortising oil
and gas expenditure.

FOREIGN CURRENCIES

Transactions in foreign currencies are recorded at exchange rates ruling at the
date of each transaction or a contract rate where applicable.

Assets and liabilities of overseas subsidiary and associated companies and of UK
companies with non-sterling functional currencies are translated into sterling
at rates current at the balance sheet date. Trading results and cash flows of
such companies are translated into sterling at average rates. Unrealised gains
or losses on revaluation of net assets of overseas subsidiary and associated
companies and on revaluation of Group borrowings arranged to finance or hedge
those net assets are taken directly to retained earnings. All other gains and
losses on translation are dealt with in the profit and loss account.

DERIVATIVE FINANCIAL INSTRUMENTS

The Group may, from time to time, use derivative financial instruments
(derivatives) to limit its exposure to fluctuations in foreign currency exchange
rates and interest rates, and to manage some of its exposure to changes in oil
prices.

Gains or losses arising on oil price derivatives are recognised in revenues from
oil production when hedged volumes are sold.

As part of exchange risk management, foreign currency swap agreements and
forward contracts are used to hedge movements in underlying currencies of
certain borrowings. Gains and losses on these derivatives are deferred and
recognised on maturity of the underlying debt together with the matching
exchange loss or gain on the debt.

Foreign currency forward contracts and options are used to hedge significant
non-sterling firm commitments or receivables. Gains or losses on these
derivatives are deferred and recognised in the profit and loss account or as
adjustments to carrying amounts, as appropriate when the underlying transaction
is completed.

The Group also enters into interest rate swap transactions in its management of
interest rate exposure. Interest rate swap agreements generally involve the
exchange of fixed and floating interest rate payment obligations without
exchange of the underlying principal amounts. The results of these transactions
are recognised in interest expense in the period hedged by the agreements.

PENSION COSTS

The Group operates a number of pension schemes worldwide, the principal scheme
being that in the United Kingdom, which is of the defined benefits type.
Contributions to this scheme are charged to the profit and loss account so as to
spread the cost of pensions over the employees' working lives within the Group.
The regular cost is attributed to individual years using the projected unit
method. Variations in

IV-5

108

pension cost, which are identified as a result of actuarial valuations, are
amortised over the average expected remaining working lives of employees.
Differences between amounts funded and the amounts charged to the profit and
loss account are treated as either provisions or prepayments in the balance
sheet.

FIXED ASSETS

Exploration and appraisal expenditure

Exploration expenditure comprises all costs, including premium payments,
associated with the acquisition of new acreage, the drilling of exploratory
wells and other costs incurred in evaluating the commercial viability of
geological entities.

Appraisal expenditure comprises costs incurred in the survey, exploration and
appraisal of license areas not yet under development or in production.

Exploration and appraisal expenditure is classified as an intangible fixed asset
until a decision is reached concerning the commercial viability of the field to
which it relates. Expenditure is then either written off or transferred to
tangible fixed assets. General seismic and other expenditure not connected with
a specific exploration license is written off to the profit and loss account
immediately.

Development expenditure

Development expenditure comprises all costs including financing costs,
exploration and appraisal expenditure incurred in bringing a field to commercial
production and is classified as a tangible asset. No depletion is charged in
respect of development expenditure. Once a field achieves commercial production,
development expenditure is transferred to production assets.

Production assets

Expenditure on production assets represents the Group's share of total
expenditure on the exploration, appraisal and development of oil and gas fields
which are currently in commercial production. This expenditure includes costs of
capital assets, financing costs and general technical and supervisory services
plus, for depletion calculation purposes only, any anticipated further
development expenditure and is stated at cost. Production assets are depleted by
field on a unit of production method, in the proportion of actual production for
the period to the total estimated remaining commercial reserves of the field on
an entitlement basis. The remaining commercial reserves figure is that estimated
at the end of the period plus the production during the period. For depletion
purposes, the separate reservoirs in the Dacion Area in Venezuela are treated as
one field.

Impairment of value

Each year management compares the net book amounts carried in respect of each
field with the estimated recoverable amount. Any impairment of tangible assets
identified is provided for. The estimated recoverable amount is the higher of
the net realisable value and the value in use. The value in use is determined by
reference to estimated future discounted cash flows.

Oil and gas reserves

Proven and probable oil and gas reserves are estimated quantities of
commercially producible hydrocarbons which existing geological, geophysical and
engineering data show to be recoverable in future years from known reservoirs.

Other tangible assets

Office equipment and vehicles are stated at cost less accumulated depreciation,
which is provided so as to write off those assets over their estimated useful
lives, ranging from three to fifteen years.

LEASES

Assets held under leases which result in the Group receiving substantially all
risks and rewards of ownership (capital leases) are capitalised as tangible
fixed assets at the estimated present value of underlying lease payments. The
corresponding capital lease obligation is included with borrowings. Rentals
under operating leases are charged against income as incurred.
IV-6

109

DECOMMISSIONING PROVISIONS

Provision is made for the cost of decommissioning of Group-owned assets at the
time the obligation to rectify environmental damage arises. Such provision
represents the Group's share of the estimated discounted liability for costs
which may be incurred in removing production platforms and facilities at the end
of the producing life of each field.

EFFECT OF CHANGES IN ESTIMATES

The effect of revisions of previous estimates of proven and probable oil and gas
reserves and of costs is taken up prospectively in unit of production
calculations.

CONSUMABLE STORES

Consumable stores are stated at the lower of cost and net realisable value.

INVESTMENTS

Investments included in current assets are stated at the lower of cost and net
realisable value.

GOODWILL

In accordance with accounting policies extant at the time, goodwill has been
written off to reserves in the year of acquisition. This goodwill would be
charged in the profit and loss account on subsequent disposal of the business to
which it relates. Any goodwill arising from future acquisitions will be
capitalised and amortised over an appropriate period.

IV-7

110

LASMO plc AND SUBSIDIARY COMPANIES

CONSOLIDATED PROFIT AND LOSS ACCOUNT

YEARS ENDED 31 DECEMBER
-----------------------------
NOTES     1999       1998       1997
-----    -------    -------    -------
(RESTATED)
(L MILLION, EXCEPT PER
ORDINARY SHARE AMOUNTS)

TURNOVER.............................................     2
Group and share of joint venture.....................               647        536        722
Less share of joint venture's turnover...............               (53)       (52)       (83)
Continuing operations................................               542        484        639
Acquisition..........................................                52         --         --
-------    -------    -------
594        484        639
Cost of sales........................................     3        (369)      (392)      (401)
Provision for oil and gas assets.....................                (3)        --         --
Exceptional provision for oil and gas assets.........     4          --       (307)        --
-------    -------    -------
GROSS PROFIT/(LOSS)..................................               222       (215)       238
Exploration costs written off........................     4         (34)       (52)       (54)
Exceptional write-off of intangible assets...........     4          --        (19)        --
Administrative expenses..............................     5         (27)       (37)       (31)
-------    -------    -------
OPERATING PROFIT/(LOSS)..............................     5         161       (323)       153
Share of joint venture's operating profit/(loss).....  4,12          27        (18)        39
Profit on disposal of fixed assets...................     4          41         40         --
Restructuring costs..................................     4          --        (34)        --
Interest receivable and similar income...............     7          52         52         41
Interest payable and similar charges.................     8         (70)       (76)       (75)
-------    -------    -------
PROFIT/(LOSS) BEFORE TAXATION........................     2         211       (359)       158
Taxation on profit/(loss) on ordinary activities.....     9         (57)       (45)      (106)
-------    -------    -------
PROFIT/(LOSS) FOR THE YEAR...........................               154       (404)        52
Non equity minority interest.........................                (6)        --         --
Profit/(loss) for the year after minority
interests..........................................               148       (404)        52
Preference dividends.................................    10         (12)       (12)       (12)
-------    -------    -------
PROFIT/(LOSS) FOR THE YEAR ATTRIBUTABLE TO ORDINARY
SHAREHOLDERS.......................................               136       (416)        40
Ordinary dividends...................................    10         (34)       (22)       (22)
Retained profit/(loss) for the financial year before
preference share redemption costs..................               102       (438)        18
Preference share redemption costs....................    10          12         --         --
-------    -------    -------
RETAINED PROFIT/(LOSS) FOR THE FINANCIAL YEAR........                90       (438)        18
=======    =======    =======
Basic earnings/(loss) per ordinary share.............    11        10.8p     (43.7)p      4.2p
=======    =======    =======
Diluted earnings/(loss) per ordinary share...........    11        10.7p     (43.7)p      4.2p
=======    =======    =======
Dividend per ordinary share..........................               2.5p       2.3p       2.3p
=======    =======    =======
Average number of ordinary shares outstanding during
the year (in millions).............................           1,156.7      966.0      966.0
=======    =======    =======

IV-8

111

LASMO plc AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

31 DECEMBER
-------------------
1998
NOTES    1999     (RESTATED)
-----    -----    ----------
(L MILLION)

FIXED ASSETS................................................   12
Intangible assets......................................             144         62
Tangible assets........................................           1,949      1,474
Investment in joint venture:
Share of gross assets..................................             144        127
Share of gross liabilities.............................             (12)        (9)
-----      -----
132        118
Other investments.........................................             209        213
-----      -----
2,434      1,867
-----      -----
CURRENT ASSETS
Consumable stores.........................................              23         14
Debtors...................................................   13        291        432
Unlisted investments......................................               6          9
Cash at bank in hand......................................             378        450
-----      -----
698        905
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR..............   14
Bank loans, overdrafts and loan capital...................              58         79
Other creditors...........................................             317        294
-----      -----
Net current assets........................................             323        532
-----      -----
TOTAL ASSETS LESS CURRENT LIABILITIES.......................           2,757      2,399
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Bank loans................................................   15         --        203
Loan capital (includes convertible bonds).................           1,002      1,036
Other creditors...........................................             187        136
PROVISIONS FOR LIABILITIES AND CHARGES......................   17        100        111
-----      -----
TOTAL NET ASSETS............................................    2      1,468        913
=====      =====
CAPITAL AND RESERVES
Called up share capital...................................   18        492        392
Share premium.............................................   19        928        556
Other reserves............................................   19         90         90
Profit and loss account...................................   19       (103)      (184)
-----      -----
TOTAL SHAREHOLDERS' FUNDS (INCLUDING NON-EQUITY
INTERESTS)................................................           1,407        854
Non-equity minority interests...............................   20         61         59
-----      -----
Capital employed............................................           1,468        913
=====      =====

IV-9

112

LASMO plc AND SUBSIDIARY COMPANIES

CASH FLOW STATEMENT

YEARS ENDED
31 DECEMBER
--------------------
NOTES    1999    1998    1997
-----    ----    ----    ----
(L MILLION)

NET CASH INFLOW FROM OPERATING ACTIVITIES..................     23       482     271     407
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE:
Interest paid..............................................             (110)   (100)    (83)
Dividends paid -- preference shares........................              (12)    (12)    (12)
-- minority interests.....................               (5)     --      --
Loan capital issue costs...................................               --      --     (10)
Interest received..........................................               34      33      41
----    ----    ----
(93)    (79)    (64)
----    ----    ----
TAXATION:
UK corporation tax paid....................................              (26)    (17)     (2)
Overseas tax paid..........................................              (55)    (28)    (62)
----    ----    ----
(81)    (45)    (64)
----    ----    ----
NET CASH INFLOW FROM OPERATIONS AFTER INTEREST AND
TAXATION.................................................              308     147     279
----    ----    ----
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT:
Capital expenditure:  exploration and appraisal............              (63)    (72)    (95)
production and development.........             (192)   (239)   (147)
other fixed assets.................               (5)    (12)    (18)
Net receipt from joint venture.............................               22       6      17
Acquisition of oil and gas assets..........................               --      --    (272)
Disposal of oil and gas interests and other fixed assets...              189      76      --
----    ----    ----
NET CASH (OUTFLOW)/INFLOW FROM CAPITAL EXPENDITURE AND
FINANCIAL INVESTMENT.....................................              (49)   (241)   (515)
----    ----    ----
ACQUISITIONS AND DISPOSALS:
Acquisition of subsidiary..................................              (13)     --      --
Disposal of subsidiary.....................................                3      --      --
----    ----    ----
NET CASH INFLOW FROM ACQUISITIONS AND DISPOSALS............              (10)             --
----    ----    ----
DIVIDENDS PAID -- ORDINARY SHARES..........................              (22)    (22)    (19)
----    ----    ----
Cash inflow/(outflow) before use of liquid resources and
Financing................................................              227    (116)   (255)
----    ----    ----
MANAGEMENT OF LIQUID RESOURCES.............................             (213)     65      30
FINANCING..................................................     24       454    (195)   (287)
(DECREASE)/INCREASE IN CASH................................              (14)     14       2
----    ----    ----
227    (116)   (255)
====    ====    ====

STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

YEARS ENDED
31 DECEMBER
---------------------------
1999       1998        1997
----    -----------    ----
(L MILLION)

Profit/(loss) for the year..................................    148        (404)        48
Currency translation (losses)/gains on foreign currency net
investments...............................................     (4)         (4)         2
---        ----         --
Total recognized gains and losses relating to the year......    144        (408)        50
====         ==
Prior year adjustment.......................................     24
---
Total gains and losses recognised since last annual
report....................................................    168
===

LASMO plc AND SUBSIDIARY COMPANIES

IV-10

113

NOTES TO FINANCIAL INFORMATION

NOTE 1 -- ACQUISITION OF MONUMENT

The Company's recommended offer for Monument Oil and Gas plc ("Monument") was
declared unconditional in all respects on 14 June 1999 and the acquisition
method of accounting has been adopted. For accounting purposes the effective
date of acquisition was 30 June 1999. The consideration or the acquisition was
378.4 million new LASMO ordinary shares of 25p each. The fair value of the
consideration using the closing mid-market price on 10 June 1999 of L1.2175 per
share was L461 million. Costs of the acquisition amounted to L13 million. A
provisional fair value exercise has been carried out to allocate the
consideration between intangible and tangible fixed assets consistent with
industry practice. No goodwill arose on the acquisition.

The assets acquired are set out below:

PROVISIONAL
BOOK     ACCOUNTING       OTHER        FAIR VALUE
VALUE    ALIGNMENT     ADJUSTMENTS    TO THE GROUP
-----    ----------    -----------    ------------
(L MILLION)

Intangible assets...........................      --          48(a)         46(d)           94
Tangible assets.............................     414         (98)(a)       113(d)          429
Consumable stores...........................       6          --            --               6
Debtors and prepayments.....................     138        (113)(b)        (4)(e)          21
Cash at bank and in hand....................      42         113(b)         --             155
Creditors falling due within one year.......     (47)         --            --             (47)
Creditors falling due after more than one
year......................................    (278)         --           107(f)         (171)
Provisions for liabilities and charges......     (18)          5(c)         --             (13)
----        ----          ----            ----
Net assets..................................     257         (45)          262             474
====        ====          ====            ====

(a) Restatement for oil and gas assets from 'full cost' method to 'successful
efforts' method of accounting.

(b) Reclassification of short-term interest bearing loan to third party as cash
at bank and in hand.

(c)  Adjustment of provision for decommissioning.

(d) Attribution of provisional fair values to oil and gas assets acquired.

(e) Elimination of deferred tax asset.

(f)  Elimination of deferred income.

Results prior to acquisition

Summarised profit and loss accounts and statements of total recognised gains and
losses of Monument are as follows:

YEAR ENDED     PERIOD ENDED
31 DECEMBER      14 JUNE
1998            1999
-----------    ------------
(L MILLION)

Turnover....................................................        81              41
Operating profit............................................        18               1
Profit before taxation......................................         8              --
Taxation....................................................        --              (4)
Profit after taxation.......................................         8              (4)
--              --
Profit for the period.......................................         8              (4)
Foreign exchange reserve movements..........................        (2)              3
--              --
Total recognised gains and losses for the period............         6              (1)
==              ==

NOTE 2 -- SEGMENT INFORMATION

For the purposes of the Companies Act, the operations of the Group constitute
one class of business, the exploration for and production of hydrocarbon liquids
and gas.

IV-11

114

The major areas of operation of the Group are the UK and Indonesia regions and,
in net asset terms, Venezuela. The UK region, for the purposes of providing
segment information, includes The Netherlands. All other operations are included
under Other International.

Analysis of turnover, profit and net assets by region

PROFIT/(LOSS) BEFORE
TURNOVER BY SOURCE           TAXATION           NET ASSETS/(LIABILITIES)
--------------------    --------------------    --------------------------
YEAR ENDED 31 DECEMBER                      31 DECEMBER
--------------------------------------------    --------------------------
1999    1998    1997    1999    1998    1997     1999      1998      1999
----    ----    ----    ----    ----    ----    ------    ------    ------
(RESTATED)              (RESTATED)                  (RESTATED)
(L MILLION)

UK.....................................  395     332     405     112      12     101       623       640       851
Indonesia..............................  117     118     189      51      41      94       305       284       397
Venezuela..............................   46       4      --       7      (1)     --       349       255       283
Other International....................   36      30      45      --     (33)    (28)      503       248       185
---     ---     ---     ---     ----    ---     -----     -----     -----
594     484     639     170      19     167     1,780     1,427     1,716
Share of joint venture -- Indonesia....   53      52      83      27      16      39       132       118       155
Unallocated administrative expenses and
net assets...........................   --      --      --      (9)    (10)    (14)       45        40        40
Exceptional items......................   --      --      --      41     (360)    --        --        --        --
Net interest expense and net debt......   --      --      --     (18)    (24)    (30)     (489)     (672)     (614)
---     ---     ---     ---     ----    ---     -----     -----     -----
647     536     722     211     (359)   162     1,468       913     1,297
===     ===     ===     ===     ====    ===     =====     =====     =====

In the UK region, turnover sourced in the United Kingdom was L386 million (1998
L320 million; 1997 L392 million) with the balance of L9 million (1998 L12
million; 1997 L13 million) sourced in The Netherlands. Profit before taxation
generated in The Netherlands was L2 million (1998 L5 million; 1997 L5 million).

Turnover by destination is not materially different from those reported above,
except for turnover sourced in Indonesia which is substantially all sold within
the Far East.

Analysis of turnover by category

YEARS ENDED 31 DECEMBER
-------------------------
1999      1998      1997
-----     -----     -----
(L MILLION)

Production:.................................................     392       276       370
Oil and LPG...............................................     241       242       335
Natural gas...............................................      14        18        17
---       ---       ---
Tariff income...............................................     647       536       722
===       ===       ===

NOTE 3 -- COST OF SALES

YEARS ENDED 31 DECEMBER
-------------------------
1999      1998      1997
-----     -----     -----
(RESTATED)
(L MILLION)

Operating costs.............................................     173       172       160
Depletion...................................................     169       210       212
Provision for decommissioning...............................       4         3         4
Royalties...................................................      12         7        20
PRT charge..................................................      11        --         5
---       ---       ---
369       392       401
===       ===       ===

The total figures in 1999 include the following amounts relating to Monument:
operating costs L18 million, depletion L27 million, decommissioning L1 million.

IV-12

115

NOTE 4 -- EXCEPTIONAL ITEMS

YEARS ENDED 31 DECEMBER
-------------------------
1999      1998      1997
-----     -----     -----
(L MILLION)

Operating items:
Write-down of tangible oil and gas assets(a)................     --       (307)      --
Write-off of intangible exploration and appraisal
assets(a).................................................     --        (19)      --
Write-down of tangible non-oil and gas assets(b)............     --         (6)      --
--       ----        --
--       (332)      --
Non-operating items:
Share of joint venture's exceptional item(a)................     --        (34)      --
Profit on disposal of oil and gas assets(c).................     41         40       --
Restructuring costs(d)......................................     --        (34)      --
41        (28)      --
--       ----        --
41       (360)      --
==       ====        ==

(a) Write-off of tangible oil and gas assets in 1998 included L146 million for
fields in production and under development in the North Sea, L111 million
for fields in production in Indonesia (of which L34 million was dealt with
through the Group's interest in the Unimar joint venture) and L84 million
for fields under development in Venezuela. Write-off of intangible
exploration and appraisal assets of L19 million in 1998 related to the
Mariner project in the North Sea.

(b) In 1998 the carrying value of certain non-oil and gas assets located in the
United States of America was reduced by L6 million.

(c) In 1999 the Group disposed of its interest in certain Southern North Sea gas
fields to a subsidiary of Gaz de France for proceeds of L95 million giving
rise to a profit on disposal of L21 million, and the Glenelg discovery in
the Central North Sea was sold to Gaz de France for a cash consideration of
L6 million, generating a profit on disposal of L3 million. 1998 disposals
related to the Group's interests in Colombia and Italy.

(d) Restructuring costs in 1998 related to the restructuring of the Group's head
office in London and the closure of the Group's office in Rome.

NOTE 5 -- OPERATING PROFIT

i     Administrative expenses:

YEARS ENDED 31 DECEMBER
-----------------------
1999     1998     1997
-----    -----    -----
(RESTATED)
(L MILLION)

Administration costs........................................      27       23       23
New business expenditure....................................      --        8        8
----     ----     ----
27       31       31
====     ====     ====

The total figure in 1999 includes L3 million relating to Monument. The Group is
set to achieve the anticipated L6 million per annum cost savings arising from
the Monument acquisition in 2000.

IV-13

116

ii     Operating profit for the year has been arrived at after charging:

YEARS ENDED 31 DECEMBER
-----------------------
1999     1998     1997
-----    -----    -----
(RESTATED)
(L MILLION)

Depletion, depreciation and decommissioning.................     177      218      216
Staff costs:
Wages and salaries........................................      29       40       35
Social security costs.....................................       2        2        3
Other pension costs.......................................       2        4        4
Operating lease rentals:
Land and buildings........................................       6        5        4
Other.....................................................      11       22        7

iii    Fees paid to auditors and other accounting firms:

YEARS ENDED 31 DECEMBER
-----------------------------------------------------
1999               1998               1997
---------------    ---------------    ---------------
UK     OVERSEAS    UK     OVERSEAS    UK     OVERSEAS
---    --------    ---    --------    ---    --------
(RESTATED)         (RESTATED)
(L'000)

Audit of Group:
Ernst & Young.....................    374      132       319       21       331       23
Other accounting firms............     --       10        --        5        --       18
Non audit fees:
Ernst & Young.....................    500      136       255       25       256       62
Other accounting firms............    811      423        --       27        --       41

Non-audit fees payable to Ernst & Young in the United Kingdom related primarily
to accounting due diligence work in support of the discussions with Enterprise
Oil plc and the acquisition of Monument and other compliance work. Non-audit
fees to other accounting firms in the UK relates to the provision of outsourcing
services and overseas mainly to project management activities. The audit fee in
respect of the audit of the parent company amounted to L10,000 (1998 L10,000;
1997 L10,000).

The average monthly number of employees (including directors) during the year
was as follows:

YEARS ENDED 31 DECEMBER
-----------------------
1999     1998     1997
-----    -----    -----
(NUMBER OF EMPLOYEES)

UK..........................................................   234      337      310
Overseas....................................................   511      514      464
----     ----     ----
Total Group.................................................   745      851      774
====     ====     ====

At 31 December 1999 the total number of employees was 759 (1998 803; 1997 832).

NOTE 6 -- DIRECTORS' EMOLUMENTS AND INTERESTS

Certain details of executive directors' emoluments and interests are described
in Appendix VI.

NOTE 7 -- INTEREST RECEIVABLE AND SIMILAR INCOME

YEARS ENDED 31 DECEMBER
-----------------------
1999     1998     1997
----     ----     ----
(L MILLION)

Bank interest receivable....................................      28       30       25
Income from listed investments..............................      11       14       13
Petroleum revenue tax interest..............................       2        2        3
Other income................................................      11        6       --
----     ----     ----
52       52       41
====     ====     ====

IV-14

117

Interest receivable in 1999 includes L9 million in respect of the release of an
accrual for interest payable on corporation tax for prior years following the
settlement of the tax position in 1999.

NOTE 8 -- INTEREST PAYABLE AND SIMILAR CHARGES

YEARS ENDED 31 DECEMBER
-----------------------
1999     1998     1997
----     ----     ----
(L MILLION)

Bank loans and overdrafts...................................      11        9       16
Loan capital................................................      91       90       67
Other finance charges.......................................       2        7        3
FRS 12 unwinding of discount................................       5        4        4
----     ----     ----
109      110       90
Less: capitalised interest..................................     (39)     (34)     (15)
----     ----     ----
70       76       75
====     ====     ====

Loan capital includes amounts paid and payable to holders of Oil Production
Stock (OPS) units of L0.2 million (1998 L0.2 million; 1997 L0.3 million). These
payments are calculated on 8.75 per cent. of the sales value of production from
8.62608 per cent. of the Ninian field after deducting Government royalties and
operating costs incurred in extracting the oil and conveying and treating it at
Sullom Voe. The Group sold its interest in the Ninian field with effect from 1
January 1994. As part of the consideration, LASMO received unlisted securities
with identical terms to the OPS units. The income from these securities is equal
to the OPS payments and is included within interest receivable and similar
income.

NOTE 9 -- TAXATION

YEARS ENDED 31 DECEMBER
-------------------------
1999      1998      1997
-----     -----     -----
(RESTATED)
(L MILLION)

UK corporation tax:.........................................
Current year charge.......................................      63         50       58
Less: double tax relief...................................     (27)       (25)     (45)
Deferred taxation.........................................       2          2        1
Prior year items..........................................      (1)        --       (1)
---       ----      ---
37         27       13
Overseas taxation:
Current year charge.......................................      32         29       67
Share of joint venture's tax charge.......................      17         14       32
---       ----      ---
49         43       99
---       ----      ---
86         70      112
Advance corporation tax written back........................     (29)       (25)      (6)
---       ----      ---
57         45      106
===       ====      ===

IV-15

118

NOTE 10 -- DIVIDENDS

YEARS ENDED 31 DECEMBER
-------------------------
1999      1998      1997
-----     -----     -----
(L MILLION)

DIVIDENDS
Minority interest
Preference shares:
US$100 million series A 8.15 per cent Cumulative
Preference shares......................................       6        --        --
Non-equity shares
Preference shares:
US$250 million Cumulative Dollar Preference Shares, Series
A......................................................      12        12        12
---       ---       ---
18        12        12
Equity shares
Ordinary shares:
Final 2.5 pence per share (1998 interim 2.3p; 1997 final
2.3p)..................................................      34        22        22
---       ---       ---
52        34        34
---       ---       ---
OTHER APPROPRIATIONS
Exceptional charge for preference share redemption........      12        --        --
===       ===       ===

On 17 December 1999 LASMO announced its intention to redeem all of the US $250
million Cumulative Dollar Preference Shares, Series A. The exceptional charge
reflects the premium payable on early redemption or approximately L6 million and
costs of L6 million.

NOTE 11 -- EARNINGS PER SHARE

The calculation of earnings per ordinary share is based on the profit for the
year after minority interests, preference dividends and other appropriations, of
L124 million (1998 loss of L416 million; 1997 profit of L40 million). Earnings
per ordinary share before exceptional items is based on a profit of L95 million
(1998 loss of L56 million; 1997 profit of L40 million). The weighted average
number of ordinary shares in issue for earnings per share was 1,156,702,255
shares (1998 965,966,362; 1997 965,895,800), adjusted by the weighted average
number of own shares held of 13,657,450 shares (1998 15,355,572; 1997
17,289,154), to give 1,143,044,805 (1998 950,610,790; 1997 948,606,646) shares
used in the calculation of earnings per ordinary share. There were 3,859,850
dilutive potential ordinary shares at the end of 1999 (1998 nil; 1997
2,659,880), which were added to the above number in calculating dilutive
earnings per share.

NOTE 12 -- FIXED ASSETS

i     Intangible assets: exploration and appraisal expenditure

OTHER
UK     INDONESIA    VENEZUELA    INTERNATIONAL    TOTAL
---    ---------    ---------    -------------    -----
(L MILLION)

COST:
At 31 December 1997 (restated)..........     28         1          --              28           57
Additions.............................     23         7           4              51           85
Amounts written off...................    (19)       (4)         --             (29)         (52)
Exceptional amounts written off.......    (19)       --          --              --          (19)
Transfers.............................     --        --          --              (9)          (9)
---       ---          --             ---          ---
At 31 December 1998 (restated)..........     13         4           4              41           62
Additions.............................     15        14          --              34           63
Acquisition of subsidiary
undertaking........................     18        --          --              76           94
Amounts written off...................     (5)      (11)         --             (18)         (34)
Disposals.............................    (14)       --          --              (4)         (18)
Transfers.............................     --        --          --             (23)         (23)
---       ---          --             ---          ---
At 31 December 1999.....................     27         7           4             106          144
===       ===          ==             ===          ===

IV-16

119

ii     Tangible assets

OIL AND GAS EXPENDITURE
--------------------------------------
OFFICE                      FIELDS        FIELDS
FREEHOLD   EQUIPMENT AND   FIELDS IN       UNDER       AWAITING
LAND       VEHICLES      PRODUCTION   DEVELOPMENT   DEVELOPMENT   TOTAL
--------   -------------   ----------   -----------   -----------   -----
(L MILLION)

COST:
At 1 January 1997 (restated).....     39           34           2,430           65            38       2,606
Exchange adjustments...........      1           --              25           --            (1)         25
Acquisitions...................     --           --              15          275             1         291
Additions......................      3           19              63          108             9         202
Disposals......................     --           (6)            (60)          --            --         (66)
Transfers......................     --           --              66          (59)           12          19
--           --           -----          ---           ---       -----
At 31 December 1997 (restated)...     43           47           2,539          389            59       3,077
Exchange adjustments...........     --           --              (4)          (2)            1          (5)
Additions......................      2            7              64          158            27         258
Disposals......................     --           (5)           (105)          --           (30)       (140)
Transfers......................     --           --              74          (80)           15           9
--           --           -----          ---           ---       -----
At 31 December 1998 (restated)...     45           49           2,568          465            72       3,199
Exchange adjustments...........      1           --              26           16            --          43
Acquisition of subsidiary......     --           --             331           38            60         429
Additions......................      3            5              62          163            18         251
Disposals......................     --           (1)           (167)          --            (7)       (175)
Transfers......................     --           --              21          (21)           23          23
--           --           -----          ---           ---       -----
At 31 December 1999..............     49           53           2,841          661           166       3,770
==           ==           =====          ===           ===       =====
DEPLETION AND DEPRECIATION:
At 1 January 1997 (restated).....      5           28           1,053           --             2       1,088
Exchange adjustments...........     --           --              10           --            --          10
Charge for the year............     --            4             211           --            --         215
Disposals......................     --           (6)            (56)          --            --         (62)
Transfers......................     --           --              --            2            (2)         --
--           --           -----          ---           ---       -----
At 31 December 1997 (restated)...      5           26           1,218            2            --       1,251
Exchange adjustments...........     --           --              (1)           2            --           1
Charge for the year............     --            6             212           --            --         218
Exceptional charge for the
year.........................      6            6             164          143            --         319
Disposals......................     --           (5)            (59)          --            --         (64)
--           --           -----          ---           ---       -----
At 31 December 1998 (restated)...     11           33           1,534          147            --       1,725
Exchange adjustments...........     --           --              11            2            --          13
Charge for the year............     --            4             169           --            --         173
Disposals......................     --           --             (90)          --            --         (90)
--           --           -----          ---           ---       -----
At 31 December 1999..............     11           37           1,624          149            --       1,821
==           ==           =====          ===           ===       =====
NET BOOK AMOUNTS:
At 31 December 1999..............     38           16           1,217          512           166       1,949
==           ==           =====          ===           ===       =====
At 31 December 1998 (restated)...     34           16           1,034          318            72       1,474
==           ==           =====          ===           ===       =====
At 31 December 1997 (restated)...     38           21           1,321          387            59       1,826
==           ==           =====          ===           ===       =====
Cost at 31 December 1999
includes capitalised interest
of:..........................     --           --             152           77            --         229
==           ==           =====          ===           ===       =====

IV-17

120

iii    Oil and gas expenditure: regional analysis

OTHER
UK      INDONESIA    VENEZUELA    INTERNATIONAL    TOTAL
-----    ---------    ---------    -------------    -----
(L MILLION)

COST:
Fields in production...................  2,049       683           --            109         2,841
Fields under development...............     62        --          462            137           661
Fields awaiting development............      3        --           --            163           166
-----       ---          ---            ---         -----
At 31 December 1999....................  2,114       683          462            409         3,668
=====       ===          ===            ===         =====
DEPLETION:
At 31 December 1999....................  1,227       412          100             34         1,773
=====       ===          ===            ===         =====
NET BOOK AMOUNTS:
At 31 December 1999....................    887       271          362            375         1,895
=====       ===          ===            ===         =====
At 31 December 1998 (restated).........    708       268          260            188         1,424
=====       ===          ===            ===         =====

iv    Investment in joint venture

Unimar Company is a partnership which is 50 per cent. owned by LASMO Oil & Gas,
Inc., a company wholly-owned by the Group. Unimar Company owns Virginia
International Company and Virginia Indonesia Company, the operator of the Sanga
Sanga PSC, which between them own 11.56 per cent. of the Group's 37.81 per cent.
interest in the Sanga Sanga PSC.

A summary of the Group's share of Unimar Company's results and assets and
liabilities is set out below:

YEARS ENDED AND AT 31 DECEMBER                                1999    1998    1997
------------------------------                                ----    ----    ----
(L MILLION)

Turnover....................................................   53      52      83
Profit before taxation and exceptional items................   27      16      39
Exceptional provision for oil and gas assets (note 4).......   --     (34)     --
Profit/(loss) before taxation...............................   27     (18)     39
Taxation....................................................  (17)    (14)    (32)
---     ---     ---
Profit/(loss) after taxation................................   10     (32)      7
===     ===     ===
Fixed assets................................................  117     119     164
Current assets..............................................   27       8      19
Current liabilities.........................................   (9)     (7)    (25)
Noncurrent liabilities......................................   (3)     (2)     (3)

v     Other investments

AUK LOAN        OWN
NOTES (A)    SHARES (B)    OTHER    TOTAL
---------    ----------    -----    -----
(L MILLION)

At 1 January 1997.....................................     187           32          1       220
Disposals.............................................      --           (4)        --        (4)
---           --         --       ---
At 31 December 1997...................................     187           28          1       216
Disposals.............................................      --           (2)        --        (2)
Amount written off....................................      --           --         (1)       (1)
---           --         --       ---
At 31 December 1998...................................     187           26         --       213
---           --         --       ---
Disposals.............................................      --           (4)        --        (4)
---           --         --       ---
At 31 December 1999...................................     187           22         --       209
===           ==         ==       ===

(a) The AUK Guaranteed Unsecured Floating Rate Notes 2003 (AUK Loan Notes) are
guaranteed by Elf Aquitaine and are listed on the Luxembourg Stock Exchange.
The investment is included in the balance sheet at cost which is equivalent
to par value as the directors currently intend to hold the AUK Loan Notes
until maturity. The AUK Loan Notes are pledged as collateral for certain
Group borrowings (Note 15).

IV-18

121

(b) The Group held 12,765,839 LASMO plc ordinary shares as at 31 December 1999
(1998 14,549,061 shares) arising from its acquisition of Ultramar. The
market value of these shares at 31 December 1999, was L15 million (1998 L15
million). The historical cost of these shares at 31 December 1999 was L37
million (1998 L39 million). The directors consider that, having regard to
schedule 4 paragraph 19 of the Companies Act, there has not been a permanent
impairment in the value of these shares.

(c)  Details of principal investments are given in note 27.

NOTE 13 -- DEBTORS

31 DECEMBER
------------
1999    1998
----    ----
(L MILLION)

Trade debtors...............................................  150     290
Taxation recoverable........................................   18      32
Other debtors...............................................   89      92
Prepayments.................................................   34      18
---     ---
291     432
===     ===

Included in the above are the following amounts expected to be realised after
more than one year.

31 DECEMBER
------------
1999    1998
----    ----
(L MILLION)

Taxation recoverable........................................   12      18
Other debtors and prepayments...............................   29      36
--      --
41      54
==      ==

NOTE 14 -- CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31 DECEMBER
------------
1999    1998
----    ----
(L MILLION)

Bank loans and overdrafts...................................   --      79
Trade creditors.............................................   61      82
PRT and other taxation......................................   38      33
Social security.............................................    1       1
Dividends...................................................   40      25
Accruals....................................................   97     100
Other current liabilities...................................   80      53
---     ---
317     373
===     ===

NOTE 15 -- CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31 DECEMBER
------------
1999    1998
----    ----
(L MILLION)

Bank loans..................................................   --     203

IV-19

122

Loan capital

31 DECEMBER
--------------
1999     1998
-----    -----
(L MILLION)

US$93 million 10.13% Notes 2000.............................     --       56
US$200 million 7 1/8% Guaranteed Notes 2003.................    123      119
US$20 million 10.30% Notes 2005.............................     12       12
L81 million 7 3/4% Convertible Bonds 2005 (a)...............     80       80
US$300 million 7.50% Guaranteed Notes 2006..................    184      178
US$200 million 6.75% Guaranteed Notes 2007..................    124      120
L150 million 10 3/8% Debenture Stock 2009 (b)...............    149      149
US$150 million 8 3/8% Guaranteed Notes 2023.................     91       89
US$400 million 7.30% Guaranteed Debentures 2027.............    238      232
OPS units of 10p each (c)...................................      1        1
-----    -----
1,002    1,036
=====    =====

(a) The L81 million 7 3/4% Convertible Bonds 2005 (initial issue L90 million)
are convertible at the option of the holder into ordinary shares of the
Company at a price of 541p per ordinary share on or before 27 September 2005
subject to adjustment in certain circumstances.

(b) Payment of principal and interest on the L150 million 10 3/8% Debenture
Stock 2009 is guaranteed by LASMO Securities (Jersey) Limited, a
wholly-owned subsidiary of the Company, and the guarantee is secured by a
charge over the AUK Loan Notes held by LASMO Securities (Jersey) Limited.

(c)  Oil Production Stock

(NUMBER
OF UNITS)    (L'000)
---------    -------

At 1 January 1997 and 31 December 1998 and 1999.............  5,562,990      556

The OPS is repayable at par on the earliest of:

-  The date when the total quantity of petroleum won and saved from the 8.62608%
interest in the Ninian field to which the OPS relates reaches 120 million
barrels;

-  the termination of production from the field; or

-  31 December 2010.

At 31 December 1999 cumulative production from the Ninian field attributable to
the interest on which OPS payments have become due amounted to 96.1 million
barrels (1998 94.8 million barrels).

31 DECEMBER
------------------
1999       1998
----    ----------
(RESTATED)
(L MILLION)

Other creditors
Deferred income (a) (b).....................................    182        132
Other accounts payable......................................      5          4
---        ---
187        136
===        ===

(a) On 10 December 1998 the Group agreed to renegotiate its gas sales agreement
with PowerGen UK plc. This had the effect of reducing the price of gas
delivered to PowerGen from 1 October 1998 by approximately 35 per cent. and
resulted in a payment to LASMO of L146 million, which was received on 5
January 1999. This has been deferred and is being released to income as gas
is delivered under the agreement, which terminates in 2013. On 19 October
1999 the Group modified the gas sales agreement with PowerGen UK plc. This
had the effect of reducing the gas price by approximately one third for gas
delivered from 1 June 1999 for a period of five years and resulted in a
payment to LASMO of L84 million, received in November 1999. This amount is
being released to income as the gas is delivered over the five year period.
At 31 December 1999, L31 million (1998 L11 million) is included in accruals
and deferred income due within one year, and L155 million

IV-20

123

(1998 L115 million) is included in deferred income due after more than one
year in respect of these arrangements.

(b) Interest is receivable by the Group on PRT refunds which have arisen from
the carryback of excess current UK North Sea expenditures against prior year
PRT payments. To the extent that such interest relates to PRT receipts,
which totalled L6 million (1998 L8 million) arising in respect of the Piper
field redevelopment, it has been deferred and is being released to income as
Piper production is received. Also included in deferred income is L8 million
(1998 L9 million) which relates to a prepayment received under a contract
for sale of gas. The income is being released to profits as deliveries are
made.

NOTE 16 -- FINANCIAL INSTRUMENTS

Short term debtors and creditors have been excluded from all disclosures other
than the currency profile.

Details of non-equity shares issued by the Group are given in notes 18 and 20.

i    Maturity profile of financial liabilities

1999
----------------------------------------
BANK
BORROWINGS
AND
DEBENTURES       OTHER          TOTAL
----------    -----------    -----------
(L MILLION)

Due within one year.....................................         58             --             58
Due within one to two years.............................         --              5              5
Due between two and five years..........................        123             --            123
Due between five and ten years..........................        549             --            549
Due after ten years.....................................        330             --            330
-----          -----          -----
Net financial liabilities...............................      1,060              5          1,065
=====          =====          =====

In the maturity analysis of Group financial liabilities "other" includes
liabilities shown as other creditors falling due after more than one year.

Bank borrowings and debentures are stated net of unamortised issue expenses
totalling L15 million.

The Company has issued guarantees or indemnities including those for loans and
obligations of various subsidiary companies amounting to L930 million.

At 31 December 1999 the Group had L225 million of committed bank facilities
which expire as follows:

1999
-----------
(L MILLION)

Expiring within one year....................................         75
Expiring within two to three years..........................        150
---
225
===

IV-21

124

ii   Interest rate and currency profile

The interest rate and currency profile of the financial liabilities of the Group
as at 31 December was as follows:

WEIGHTED
WEIGHTED    WEIGHTED       AVERAGE
AVERAGE     AVERAGE     PERIOD UNTIL
FIXED     PERIOD FOR    MATURITY OF
INTEREST   WHICH RATE   INTEREST-FREE
INTEREST-      RATE      IS FIXED     LIABILITIES
CURRENCY                  TOTAL      FIXED RATE    FLOATING RATE      FREE          %         YEARS          YEARS
--------               -----------   -----------   -------------   -----------   --------   ----------   -------------
(L MILLION)   (L MILLION)    (L MILLION)    (L MILLION)

1999
Sterling.............       236          229              1             6          9.5          8.2           1.5
US dollar............       829          400            429            --          8.1         22.3            --
-----          ---            ---            --          ---         ----           ---
Total................     1,065          629            430             6          8.6         17.2           1.5
=====          ===            ===            ==          ===         ====           ===

The floating rate liabilities bear interest based on six month LIBOR plus 0.8 to
2.1 base points.

Financial assets comprise L384 million of cash and short term investments, and
L12 million of other debtors. Of these items, L354 million is denominated in
sterling, L31 million is denominated in US dollars, and L11 million in other
currencies.

The cash balances bear interest at floating rates based approximately on LIBOR.
Other debtors are non interest bearing and are expected to be recovered within
three years.

iii.   Fair values of financial instruments

The fair value of the Group's financial instruments is as follows:

31 DECEMBER 1999
--------------------------
CARRYING       ESTIMATED
AMOUNT       FAIR VALUE
-----------    -----------
(L MILLION)    (L MILLION)

PRIMARY FINANCIAL INSTRUMENTS HELD OR ISSUED TO FINANCE THE
GROUP'S OPERATIONS
Bank loans and overdrafts...................................         (58)           (59)
Borrowings due after more than one year.....................      (1,002)        (1,014)
Other liabilities...........................................          (5)            (5)
Non equity shares...........................................        (155)          (161)
Non equity minority interest................................         (61)           (61)
Other debtors...............................................          12             12
AUK loan note...............................................         187            187
Cash at bank and short term investments.....................         384            384
DERIVATIVE FINANCIAL INSTRUMENTS HELD TO MANAGE THE INTEREST
AND CURRENCY RATE PROFILE
Interest rate swaps.........................................          --            (30)
Forward foreign currency agreements.........................          --             (1)

Market values have been used to determine the fair value of interest rate swaps,
forward foreign currency agreements and listed securities held. The fair value
of all other items have been calculated by discounting the expected future cash
flows at prevailing interest rates at the year end.

IV-22

125

iv   Hedging

The Group may, from time to time, use derivative financial instrument to hedge
its exposure to fluctuations in foreign currency exchange rates, interest rates
and crude oil prices. The Group does not become a party to derivatives for
trading purposes. Gains and losses on instruments used for hedging are not
recognised until the exposure that is being hedged is itself recognised.
Unrecognised gains and losses on instruments used for hedging, and the movements
therein, are as follows:

1999
-----------------------------------------
TOTAL NET
GAINS/
GAINS         LOSSES        (LOSSES)
-----------    -----------    -----------
(L MILLION)    (L MILLION)    (L MILLION)

Unrecognised gains and losses at 1 January.................       5              --              5
Gains and losses arising in previous years that were
recognised in the year...................................       1              --              1
--            ---            ---
Gains and losses arising before 1 January that were not
recognised in the year...................................       4              --              4
Gains and losses arising in the year that were not
recognised in the year...................................      (4)            (31)           (35)
--            ---            ---
Unrecognised losses on hedges at 31 December...............      --             (31)           (31)
--            ---            ---
Losses expected to be recognised in the next financial
year.....................................................      --              (2)            (2)
Losses which may be recognised after the next financial
year.....................................................      --             (29)           (29)
==            ===            ===

The extent, if any, to which losses on interest rate swaps will be recognised
beyond 2000 depends upon prevailing interest rates during the period to maturity
of the underlying borrowings, which ranges from 2003 to 2007.

v   Currency profile

The main functional currencies of the Group are sterling and US dollars. In
total, at 31 December 1999 the Group's subsidiaries whose functional currency is
sterling had net monetary assets denominated in US dollars amounting to L38
million.

NOTE 17 -- PROVISIONS FOR LIABILITIES AND CHARGES

DEFERRED    DEFERRED    DECOMMISSIONING      OTHER
PRT       TAXATION      PROVISIONS       PROVISIONS    TOTAL
--------    --------    ---------------    ----------    -----
(L MILLION)

Balance at 1 January 1997........       49           4             38                4          95
(Credit)/charge..................      (14)          1              8               --          (5)
Utilised.........................       --          --             (1)              --          (1)
---          --             --              ---         ---
Balance at 31 December 1997......       35           5             45                4          89
(Credit)/charge..................       (8)          2             11               34          39
Utilised.........................       --          (2)            --               (7)         (9)
---          --             --              ---         ---
Balance at 31 December 1998......       27           5             56               31         119
Prior year adjustment............       --          --             (8)              --          (8)
(Credit)/charge..................       (8)          2             --                4          (2)
Utilised.........................       --          (4)            --              (26)        (30)
Additions/revisions..............       --          --              3               --           3
Acquisitions.....................       --           3             10               --          13
Unwinding discount...............       --          --              5               --           5
---          --             --              ---         ---
Balance at 31 December 1999......       19           6             66                9         100
===          ==             ==              ===         ===

Deferred PRT

The provision for tax on oil and gas activities is calculated on a unit of
production basis and represents liabilities expected to crystallise on certain
North Sea fields.

IV-23

126

Decommissioning costs

The estimated cost of decommissioning at the end of the production lives of
North Sea fields is based upon engineering estimates and expert reports.

Provision is made for the estimated decommissioning costs at the balance sheet
date, discounted to the present value. These liabilities are expected to
crystallise between 2002 and 2019.

Deferred taxation

31 DECEMBER
------------
1999    1998
----    ----
(L MILLION)

The potential liability for deferred taxation is:
Accelerated capital allowances and other timing
differences............................................    122      60
Overseas deferred taxation................................      2       8
---     ---
124      68
Deduct: advance corporation tax.............................    (71)    (39)
---     ---
53      29
===     ===
of which the following amounts have been recognised in the
financial statements:
Accelerated capital allowances and other timing
differences...............................................      6       5
---     ---

The amount provided in respect of accelerated capital allowances and other
timing differences includes L5 million (1998 L6 million) relating to refunds of
petroleum revenue tax arising from the Piper redevelopment and which are
included in deferred petroleum revenue tax. The potential liability for deferred
taxation excludes revaluation surpluses on certain North Sea fields as these do
not constitute timing differences.

Deferred taxation is not provided in respect of liabilities which might arise on
the distribution of profits of overseas subsidiary companies, due to the
availability of foreign tax credits.

Other

Other provisions principally comprise provisions established in 1998 in respect
of the restructuring of the Group's head office in London and the closure of the
Group's office in Rome.

NOTE 18 -- SHARE CAPITAL OF THE COMPANY

ALLOTTED, CALLED UP
AUTHORISED                  AND FULLY PAID
--------------------------    --------------------------
1999           1998           1999           1998
-----------    -----------    -----------    -----------
(L MILLION)    (L MILLION)    (L MILLION)    (L MILLION)

Equity shares:
Ordinary shares: 1,704 million shares (1998
1,320 million shares) of 25p each (i)...        426            330            337            242
Non-equity shares:
Cumulative Redeemable Preference Shares of
L1 each.................................        100            100             --             --
US$250 million Cumulative Dollar Preference
Shares of $25 each (iii)................        155            150            155            150
---            ---            ---            ---
681            580            492            392
===            ===            ===            ===

During the year the Company's authorised ordinary share capital was increased by
L95,953,175 by the creation of 383,812,700 shares of 25p each.

Preference shares are classified as non-equity interests in shareholders' funds.
The Cumulative Dollar Preference Shares are stated at year end exchange rates.

IV-24

127

i     Ordinary shares

1999                                             1998
--------------------------------   --------------------------------
NUMBER OF SHARES   NOMINAL VALUE   NUMBER OF SHARES   NOMINAL VALUE
----------------   -------------   ----------------   -------------
(L MILLION)                        (L MILLION)

1,344,328,323..         337        965,966,362..           242
=============          ===          ===========           ===

During 1999 the Company issued 378,361,961 ordinary shares in connection with
the acquisition of Monument.

ii     Share options

At 31 December 1999 there were outstanding options under various employee share
option schemes, exercisable during the years 2000 to 2009, to acquire 12,436,886
ordinary shares of the Company at prices ranging from L1.00 to L4.75 per share.

In addition, at 31 December 1999 there were outstanding options, held by former
employees of Monument, under various employee share option schemes, exercisable
during the years 2000 to 2009 to acquire 4,750,712 ordinary shares of the
Company at prices ranging from L0.58 to L1.95 per share.

The Group has other stock option plans in which former employees of the Ultramar
Group participate. At 31 December 1999 there were outstanding options,
exercisable during the years 2000 to 2001, to acquire 185,659 ordinary shares of
the Company at prices ranging from L2.55 to L2.81 per share.

The Company also has a stock appreciation rights (SAR) plan under which SARs
have been granted to US residents who previously held options under the Ultramar
stock option plans. On valid exercise of a SAR, LASMO pays to the option holder
the difference between the calculated exercise price of equivalent LASMO
ordinary shares in the SAR and the market value of LASMO ordinary shares on the
date of exercise, either in cash or LASMO ordinary shares. At 31 December 1999
there were 1,950 SARs outstanding.

In addition there are options over 26,000 Ultramar shares which remain
outstanding.

IV-25

128

iii    Cumulative Dollar Preference Shares; Series A of US$25 each (Dollar
Preference Shares).

Dividends are payable on the Dollar Preference Shares, in US dollars, quarterly
in arrears at a rate to provide a gross return to the shareholder of 10 per cent
per annum of the nominal value of the shares.

On 16 February 2000 the Company redeemed all of the outstanding Dollar
Preference Shares at a premium of US$1.00 per share, resulting in an exceptional
charge to other appropriations. The charge comprises L6 million of unamortised
costs in addition to the premium of L6 million.

NOTE 19 -- RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS AND RESERVES

1999                              1998
----------------------------------------------------   ----------
PROFIT
SHARE      SHARE      OTHER     AND LOSS                TOTAL
CAPITAL    PREMIUM    RESERVES   ACCOUNT     TOTAL     (RESTATED)
--------   --------   --------   --------   --------   ----------
(L         (L         (L          (L         (L         (L
MILLION)   MILLION)   MILLION)   MILLION)   MILLION)    MILLION)

At 1 January (restated).................     392        556         90        (184)       854       1,296
Profit/(loss) for year..................      --         --         --         154        154        (404)
Dividends and appropriations............      --         --         --         (64)       (64)        (34)
Issue of shares.........................      95        366         --          --        461          --
Issue expenses..........................      --          6         --          --          6          --
Exchange adjustments....................       5         --         --          (9)        (4)         (4)
---        ---         --        ----      -----       -----
At 31 December..........................     492        928         90        (103)     1,407         854
===        ===         ==        ====      =====       =====

Share capital includes non-equity interests (note 18). Non-equity interests in
shareholders' funds, comprising preference share capital net of issue expenses,
total L149 million (1998 L144 million).

Other reserves include L28 million of merger reserve (1998 L28 million) and L60
million of capital redemption reserve (1998 L60 million).

Cumulative goodwill set off against reserves at 31 December 1999 is L30 million
(1998 L30 million).

Net exchange losses of L28 million on foreign currency loans have been offset
against exchange gains arising on the net investment in overseas subsidiaries.

The loss dealt with in the accounts of the Company was L54 million (1998 loss
L135 million)

NOTE 20 -- MINORITY INTEREST

In 1998, LASMO America (LAL) a wholly-owned subsidiary of LASMO plc and
registered in the United States of America issued 1,000,000 series A 8.15 per
cent cumulative perpetual preference shares, each having a par value of $0.01
and a liquidation preference of $100. The shares are redeemable in whole or in
part at the option of LAL at liquidation preference, plus accrued dividends,
after 1 March 2009, or earlier at the option of LAL in the event of certain US
federal income tax law changes. Holders of the shares have a right, in
preference to ordinary shareholders of the Company, to receive on a winding up
the liquidation preference plus any accrued dividends.

NOTE 21 -- PENSION COSTS

The LASMO Group operates a number of pension schemes. The principal scheme is
the LASMO Pension Plan (the Plan) which operates in the United Kingdom and which
is of the funded and defined benefits type. The Plan covers approximately 265
Group employees (1998 415) and its assets are held in trust in a separately
administered fund.

The latest actuarial valuation of the Plan was carried out as at 31 March 1998
and was prepared using the projected unit method. This valuation, which assumed
investment returns of 0.5 per cent. per annum in excess of salary increases and
3.5 per cent. per annum in excess of pension increases, disclosed a funding
level of 123 per cent. The market value of the Plan's assets at the valuation
date was L62 million.
The surplus disclosed by the valuation has been used to reduce the Company
contributions. The pension cost assessed on the basis of actuarial advice and
charged in the financial statements was L2 million (1998 L4 million).

IV-26

129

NOTE 22 -- COMMITMENTS

i     The following amounts, including information supplied by the
operators, were contracted for at 31 December:

31 DECEMBER
------------
1999    1998
----    ----
(L MILLION)

Oil and gas expenditure.....................................   57      64

ii     At 31 December operating lease obligations existed which were
payable within one year in respect of leases expiring:

31 DECEMBER
------------------------------------
1999                1998
---------------------------    -----
LAND AND
BUILDINGS    OTHER    TOTAL    TOTAL
---------    -----    -----    -----
(L MILLION)

Within 1 year..............................................     --         --       --        1
Within 2-5 years...........................................      2         19       21       11
After 5 years..............................................      4         --        4        5
--         --       --       --
6         19       25       17
==         ==       ==       ==

NOTE 23 -- RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING
ACTIVITIES

YEAR ENDED 31 DECEMBER
-----------------------
1999     1998     1997
-----    -----    -----
(RESTATED)
(L MILLION)

Operating profit/(loss).....................................   161     (323)     153
Exploration costs written off (net of provision release)....    34       71       54
Provision for decommissioning...............................     4        3        3
Depletion and depreciation..................................   173      528      216
Provision for oil and gas assets............................     3       --       --
Utilisation of provision for reorganisation costs...........   (26)      (1)      (8)
Changes in PRT provisions and other balances................    (1)     (12)     (16)
Movement in consumable stores...............................   (10)       1       (2)
Movement in debtors.........................................   (87)       4       --
Movement in creditors.......................................    31        1        9
Deferred income.............................................   200       (1)      (2)
----     ----     ----
Net cash inflow from operating activities...................   482      271      407
====     ====     ====

NOTE 24 -- FINANCING CASHFLOW

YEARS ENDED 31 DECEMBER
-----------------------
1999     1998     1997
-----    -----    -----
(L MILLION)

Borrowings raised...........................................    --     (181)    (659)
Borrowings repaid...........................................   454       45      372
----     ----     ----
Net cash outflow/(inflow) from change in debt...............   454     (136)    (287)
Receipts from minority interest.............................    --      (59)      --
----     ----     ----
Net cash outflow/(inflow) from financing....................   454     (195)    (287)
====     ====     ====

IV-27

130

NOTE 25 -- RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN GROUP NET DEBT

YEARS ENDED 31 DECEMBER
-------------------------
1999      1998      1997
-----     -----     -----
(RESTATED)
(L MILLION)

(Decrease)/increase in cash in the year.....................     (14)       14         2
Cash outflow/(inflow) from increase/decrease in debt........     454      (195)     (287)
Cash (inflow)/outflow from increase/decrease in liquid
resources.................................................    (213)       65        30
----      ----      ----
Changes resulting from cash flow............................     227      (116)     (255)
Exchange difference.........................................     (25)       (1)      (23)
Liquid resources arising on acquisition.....................     152        --        --
Borrowings arising on acquisition...........................    (171)       --        --
Receipts from minority interest.............................      --        59        --
Other.......................................................      --        --        10
----      ----      ----
Movement in debt net of cash and liquid resources in the
year......................................................     183       (58)     (268)
----      ----      ----
Movement in Group net debt..................................     183       (58)     (268)
Group net debt at 1 January.................................    (672)     (614)     (346)
----      ----      ----
Group net debt at 31 December...............................    (489)     (672)     (614)
====      ====      ====

NOTE 26 -- ANALYSIS OF MOVEMENT IN GROUP NET DEBT

1 JANUARY               EXCHANGE    31 DECEMBER                            EXCHANGE    31 DECEMBER
1998      CASHFLOW   MOVEMENTS      1998       CASHFLOW   ACQUISITION   MOVEMENTS      1999
----------   --------   ---------   -----------   --------   -----------   ---------   -----------
(RESTATED)
(L MILLION)

Cash repayable on
demand.............        11         15        (5)            21         (20)          3           --             4
Overdrafts...........        (2)        (1)       --             (3)          3          --           --            --
------       ----        --         ------        ----        ----          ---        ------
9         14        (5)            18         (17)          3           --             4
Bank loans due after
1 year.............       (69)      (134)       --           (203)        203          --           --            --
Loan capital due
after 1 year.......    (1,098)        59         3         (1,036)        231        (171)         (26)       (1,002)
Bank loans and loan
capital due within
1 year.............       (15)       (61)       --            (76)         20          --           (2)          (58)
------       ----        --         ------        ----        ----          ---        ------
(1,182)      (136)        3         (1,315)        454        (171)         (28)       (1,060)
Liquid resources.....       372         65         1            438        (213)        152            3           380
------       ----        --         ------        ----        ----          ---        ------
Debt net of cash and
liquid resources...      (801)       (57)       (1)          (859)        224         (16)         (25)         (676)
AUK Loan Notes.......       187         --        --            187          --          --           --           187
------       ----        --         ------        ----        ----          ---        ------
Group net debt.......      (614)       (57)       (1)          (672)        224         (16)         (25)          489
======       ====        ==         ======        ====        ====          ===        ======

Liquid resources principally comprise short-term deposits.

IV-28

131

27 -- PRINCIPAL INVESTMENTS

The following companies have businesses which are material in the context of
either the Group's profits or net assets. Direct subsidiaries of LASMO plc are
indicated by an asterisk. Unless otherwise stated all companies are wholly-owned
(all ordinary or common class shares) by the Group.

COUNTRY OF       COUNTRY OF
REGISTRATION      OPERATION        PRINCIPAL ACTIVITIES
---------------    ----------    --------------------------

*LASMO International Limited...            England    Various(a)    Exploration and production
LASMO Sanga Sanga Limited......            Bermuda    Indonesia     Exploration and production
*LASMO Securities (Jersey)                  Jersey       Jersey     Finance
Limited......................
LASMO (TNS) Limited............           Scotland           UK     Exploration and production
LASMO (ULX) Limited............            England           UK     Exploration and production
LASMO Venezuela B.V............    The Netherlands    Venezuela     Exploration and production
Unimar Company(b)..............                USA    Indonesia     Exploration and production

(a) LASMO International Limited's main interests are located in Algeria.

(b) The Group has a 50 per cent interest in Unimar, a general partnership. See
note 12 for further information.

IV-29

132

3.  FINANCIAL INFORMATION FOR THE SIX MONTHS ENDED 30 JUNE 2000

NATURE OF FINANCIAL INFORMATION

The financial information relating to LASMO set out below has been extracted
without material adjustment from the unaudited interim report of LASMO for the
six months ended 30 June 2000.

STATEMENT OF ACCOUNTING POLICIES

The unaudited interim report has been prepared on the basis of the accounting
policies set out in Part 2 of this Appendix IV. The Group taxation charge has
been calculated by applying the directors' best estimate of the annual effective
rate to the profit for the period.

LASMO plc AND SUBSIDIARY COMPANIES
ABBREVIATED PROFIT AND LOSS ACCOUNT

FIRST HALF
(UNAUDITED)
--------------------------
2000           1999
-----------    -----------
(RESTATED)
(L MILLION)

TURNOVER
Group and share of joint venture............................       500            239
Less share of joint venture's turnover......................       (37)           (23)
-----          -----
463            216
Cost of sales...............................................      (243)          (164)
Provision for oil and gas assets............................         -              -
-----          -----
GROSS PROFIT................................................       220             52
Exploration costs written off...............................       (21)           (12)
Administrative expenses.....................................       (10)           (10)
-----          -----
OPERATING PROFIT............................................       189             30
Share of joint venture's operating profit...................        26             10
(Loss)/profit on disposal of fixed assets...................        (2)            16
Net interest payable........................................       (28)            (5)
-----          -----
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION...............       185             51
Taxation on profit on ordinary activities...................       (61)           (23)
-----          -----
PROFIT FOR THE PERIOD.......................................       124             28
Minority interests..........................................        (2)            (2)
-----          -----
PROFIT ATTRIBUTABLE TO MEMBERS OF THE PARENT COMPANY........       122             26
Dividends on preference shares..............................        (2)            (7)
-----          -----
PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS................       120             19
Dividends on ordinary shares................................         -              -
RETAINED PROFIT FOR THE PERIOD..............................       120             19
=====          =====
Earnings per ordinary share*................................      9.0p           2.0p
Diluted earnings per ordinary share*........................      9.0p           2.0p
Dividend per ordinary share.................................         -              -
Weighted average number of shares in issue (millions).......     1,333            952
=====          =====

* Preference dividends have been deducted in calculating earnings per share.

IV-30

133

LASMO plc AND SUBSIDIARY COMPANIES
NOTES TO THE ABBREVIATED PROFIT AND LOSS ACCOUNT

FIRST HALF
(UNAUDITED)
--------------------------
2000           1999
-----------    -----------
(RESTATED)
(L MILLION)

NOTE 1 SEGMENTAL INFORMATION
TURNOVER BY SOURCE
UK..........................................................       291            137
Indonesia...................................................        86             54
Venezuela...................................................        56             12
Other international.........................................        30             13
-----          -----
463            216
Share of joint venture's turnover -- Indonesia..............        37             23
-----          -----
500            239
=====          =====
PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION
UK..........................................................       126             19
Indonesia...................................................        44             22
Venezuela...................................................        15             (2)
Other international.........................................        14             (1)
-----          -----
199             38
Share of joint venture's profit before taxation --
Indonesia.................................................        26             10
Unallocated administrative expenses.........................       (10)            (8)
Exceptional items...........................................        (2)            16
Net interest expense........................................       (28)            (5)
-----          -----
185             51
=====          =====
NOTE 2 COST OF SALES
Operating costs.............................................       117             78
Depletion...................................................        98             75
Decommissioning.............................................         3              6
Royalties...................................................        13              3
PRT charge..................................................        12              2
-----          -----
243            164
=====          =====
NOTE 3 NET INTEREST (PAYABLE)/RECEIVABLE
Interest on loans...........................................       (47)           (52)
Capitalised on development activities.......................         5             12
FRS 12 unwinding of discount................................        (3)            (2)
-----          -----
(45)           (42)
Interest receivable.........................................        16             36
PRT interest................................................         1              1
-----          -----
(28)            (5)
=====          =====

Both the first half and full year interest receivable in 1999 include L9 million
in respect of the release of an accrual for interest payable on corporation tax
for prior years.

IV-31

134

FIRST HALF
(UNAUDITED)
--------------------------
2000           1999
-----------    -----------
(L MILLION)

NOTE 4 TAXATION
UK corporation tax charge...................................        23              5
Overseas taxation...........................................        38             18
-----          -----
61             23
=====          =====
The taxation charge relates to the following:
Parent and subsidiaries.....................................        48             16
Joint venture...............................................        13              7
-----          -----
61             23
=====          =====

IV-32

135

APPENDIX V

UNAUDITED PRO FORMA FINANCIAL INFORMATION AND PROJECTIONS

1.  UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated balance sheet, pro
forma condensed consolidated statements of income and accompanying notes give
effect to the proposed business combination of Amerada Hess and LASMO using the
purchase method of accounting for business combinations. The pro forma financial
statements are based on the historical consolidated financial statements of
Amerada Hess and LASMO and should be read in conjunction with the historical
financial statements, including footnotes. Selected financial information, which
was extracted from the historical financial statements, is included in
Appendices III and IV.

The unaudited pro forma condensed consolidated balance sheet at 30 September
2000, is presented as if the business combination occurred on 30 September 2000.
The unaudited pro forma condensed statements of income for the year ended 31
December 1999, and the nine months ended 30 September 2000, are presented as if
the business combination had been completed on 1 January 1999.

The unaudited pro forma financial statements are presented for illustrative
purposes only. They are based on assumptions and do not purport to be indicative
of the results of operations or the financial position that would have actually
occurred if the combination had been consummated on the dates indicated or that
may be expected in the future.

The unaudited pro forma financial statements do not reflect any cost savings or
anticipated changes in expenses reflecting efficiencies resulting from combining
operations.

V-1

136

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
Millions of US dollars

AMERADA HESS                   PRO FORMA
CORPORATION     LASMO PLC     ADJUSTMENTS     PRO FORMA
------------    ----------    -----------     ----------

ASSETS
CURRENT ASSETS
Cash and cash equivalents.......   $      259     $      460    $     (400)(a)  $      319
Accounts receivable.............        1,848            473            --           2,321
Inventories.....................          367             31            --             398
Other current assets............          585             27            --             612
----------     ----------    ----------      ----------
Total current assets.........        3,059            991          (400)          3,650
----------     ----------    ----------      ----------
INVESTMENTS AND ADVANCES
HOVENSA L.L.C...................          785             --            --             785
Other...........................          236            500           244(b)          980
----------     ----------    ----------      ----------
Total investments and
advances...................        1,021            500           244           1,765
----------     ----------    ----------      ----------
PROPERTY, PLANT AND EQUIPMENT,
NET.............................        4,198          3,263         2,006(b)        9,467
----------     ----------    ----------      ----------
GOODWILL..........................           --             --           255(c)          255
----------     ----------    ----------      ----------
NOTE RECEIVABLE...................          539             --            --             539
----------     ----------    ----------      ----------
DEFERRED INCOME TAXES AND OTHER
ASSETS..........................          252             --            --             252
----------     ----------    ----------      ----------
TOTAL ASSETS......................   $    9,069     $    4,754    $    2,105      $   15,928
==========     ==========    ==========      ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable and accrued
liabilities..................   $    2,312     $      474    $      (49)(e)  $    2,737
Taxes payable...................          329             64            --             393
Notes payable...................            2             --            --               2
Current maturities of long-term
debt.........................           57             --            --              57
----------     ----------    ----------      ----------
Total current liabilities....        2,700            538           (49)          3,189
----------     ----------    ----------      ----------
LONG-TERM DEBT....................        1,940          1,609         2,166(a)        5,715
----------     ----------    ----------      ----------
TOTAL DEFERRED LIABILITIES                                             1,069(d)
AND CREDITS.....................          886            541          (190)(e)       2,306
----------     ----------    ----------      ----------
MINORITY INTEREST.................           --            100            --             100
----------     ----------    ----------      ----------
1,075(a)
TOTAL STOCKHOLDERS' EQUITY........        3,543          1,966        (1,966)(f)       4,618
----------     ----------    ----------      ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY............   $    9,069     $    4,754    $    2,105      $   15,928
==========     ==========    ==========      ==========

See accompanying notes to unaudited pro forma consolidated financial
information.

V-2

137

UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
Millions of US dollars, except per share data

AMERADA HESS                 PRO FORMA
CORPORATION    LASMO PLC    ADJUSTMENTS   PRO FORMA
------------   ----------   -----------   ----------

REVENUES
Sales (excluding excise taxes) and
other operating revenues............   $    7,039    $      962   $       --    $    8,001
Non-operating income
Gains on asset sales................          273           103           --           376
Equity in income of HOVENSA
L.L.C.............................            7            --           --             7
Other...............................          142           100           --           242
----------    ----------   ----------    ----------
Total revenues....................        7,461         1,165           --         8,626
----------    ----------   ----------    ----------
COSTS AND EXPENSES
Cost of products sold..................        4,241            --           --         4,241
Production expenses....................          487           300           --           787
Marketing expenses.....................          387            --           --           387
Other operating expenses...............          217            --           --           217
Exploration expense, including dry
holes and lease impairment..........          261            76           --           337
General and administrative expenses....          231            80           --           311
Interest expense.......................          158           105          163(g)        426
Depreciation, depletion and
amortization........................          649           273          204(h)      1,126
Impairment of assets and operating
leases..............................          128             5           --           133
Goodwill amortization..................           --            --           17(i)         17
----------    ----------   ----------    ----------
Total costs and expenses..........        6,759           839          384         7,982
----------    ----------   ----------    ----------
Income before income taxes.............          702           326         (384)          644
Provision for income taxes.............          264           184          (81)(j)        367
----------    ----------   ----------    ----------
INCOME BEFORE MINORITY INTEREST..........          438           142         (303)          277
Minority interest......................           --           (10)          --           (10)
----------    ----------   ----------    ----------
NET INCOME...............................          438           132         (303)          267
Preference dividends...................           --           (19)          --           (19)
----------    ----------   ----------    ----------
NET INCOME AVAILABLE TO COMMON
STOCKHOLDERS...........................   $      438    $      113   $     (303)   $      248
==========    ==========   ==========    ==========
NET INCOME PER SHARE AVAILABLE TO COMMON
STOCKHOLDERS
BASIC...............................   $     4.88    $     0.10                 $     2.32
==========    ==========                 ==========
DILUTED.............................   $     4.85    $     0.10                 $     2.31
==========    ==========                 ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING (in millions)
BASIC...............................           90         1,157                        107
DILUTED.............................           90         1,143                        107

See accompanying notes to unaudited pro forma consolidated financial
information.

V-3

138

UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
Millions of US dollars, except per share data

AMERADA HESS                 PRO FORMA
CORPORATION    LASMO PLC    ADJUSTMENTS   PRO FORMA
------------   ----------   -----------   ----------

REVENUES
Sales (excluding excise taxes) and
other operating revenues............   $    8,308    $    1,087   $       --    $    9,395
Non-operating income
Gain (loss) on asset sales..........           --            (7)          --            (7)
Equity in income of HOVENSA
L.L.C.............................           76            --           --            76
Other...............................           87            69           --           156
----------    ----------   ----------    ----------
Total revenues....................        8,471         1,149           --         9,620
----------    ----------   ----------    ----------
COSTS AND EXPENSES
Cost of products sold..................        5,361            --           --         5,361
Production expenses....................          401           298           --           699
Marketing expenses.....................          385            --           --           385
Other operating expenses...............          168            --           --           168
Exploration expense, including dry
holes and lease impairment..........          217            56           --           273
General and administrative expenses....          152            27           --           179
Interest expense.......................          119            88          122(g)        329
Depreciation, depletion and
amortization........................          516           241          189(h)        946
Goodwill amortization..................           --            --           13(i)         13
----------    ----------   ----------    ----------
Total costs and expenses..........        7,319           710          324         8,353
----------    ----------   ----------    ----------
Income before income taxes...............        1,152           439         (324)        1,267
Provision for income taxes...............          469           181          (74)(j)        576
----------    ----------   ----------    ----------
INCOME BEFORE MINORITY INTEREST..........          683           258         (250)          691
Minority interest......................           --            (6)          --            (6)
----------    ----------   ----------    ----------
NET INCOME...............................   $      683    $      252   $     (250)   $      685
==========    ==========   ==========    ==========
NET INCOME PER SHARE
BASIC..................................   $     7.63    $      .19                 $     6.41
==========    ==========                 ==========
DILUTED................................   $     7.57    $      .19                 $     6.38
==========    ==========                 ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING (in millions)
BASIC..................................           90         1,344                        107
DILUTED................................           90         1,333                        107

See accompanying notes to unaudited pro forma consolidated financial
information.

V-4

139

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Millions of US dollars, except per share data

NOTE 1: PRO FORMA ADJUSTMENTS.

The unaudited pro forma financial statements reflect the proposed business
combination using the purchase method of accounting. Based on the purchase
method, assets acquired and liabilities assumed are valued at fair value. The
difference between the purchase price and the fair value of the assets acquired
less the liabilities assumed is recorded as goodwill. The purchase price of the
acquisition is as follows:

Amerada Hess common stock (17.1 million shares at $62.81 per
share)....................................................  $    1,075
Projected Amerada Hess cash paid at closing.................         400
Borrowing under credit facility, including transaction and
severance costs...........................................       2,166
----------
3,641
----------
Allocation of purchase price
Fair value of assets acquired.............................       7,004
Less fair value of liabilities assumed....................       3,618
----------
3,386
----------
Excess of purchase price over fair value of net assets
acquired (goodwill).......................................  $      255
==========

The historical financial statements of LASMO are presented in accordance with
accounting principles generally accepted in the United States. The following pro
forma adjustments reflect estimates and assumptions made by Amerada Hess:

PRO FORMA BALANCE SHEET

(a) To record the projected Amerada Hess cash paid at closing, debt incurred and
common stock issued to acquire LASMO (see table above).

(b) To record acquired property, plant and equipment and investment in an oil
and gas corporate joint venture at fair value.

(c)  To record excess of purchase price over fair value of net assets acquired
(goodwill).

(d) To record additional deferred income taxes of $1,069 resulting from
acquisition of assets.

(e) To eliminate LASMO's deferred income of $49 from current liabilities and
$190 from long-term deferred liabilities and credits.

(f)  To eliminate LASMO's stockholders' equity accounts totalling $1,966.

PRO FORMA INCOME STATEMENT

(g) To record interest expense on the revolving credit line used to finance the
acquisition. The interest rate is assumed to be 7.5%. In calculating the
pro forma interest expense, Amerada Hess did not assume reductions in debt
for anticipated future cash flows. A change of 1/8 per cent. in the
interest rate would result in an annual change in interest expense of
approximately $3.

(h) To record additional depreciation, depletion and amortization.

(i)  To record amortization of excess of purchase price over fair value of net
assets acquired (goodwill). Goodwill will be amortized over 15 years.

(j)  To record income tax effects on the pro forma adjustments based on the
estimated statutory tax rates.

The offer to LASMO Shareholders includes a loan note alternative to cash
consideration. The pro forma financial statements assume that shareholders do
not elect the loan note alternative. The impact of this alternative is not
expected to have a significant effect on the pro forma financial statements.

V-5

140

NOTE 2: COST SAVINGS.

Amerada Hess expects annual cost savings, in the years following integration of
the businesses, of $130 before income taxes and $90 after income taxes. The
unaudited pro forma financial statements do not reflect any anticipated cost
savings or efficiencies resulting from combining operations.

V-6

141

2.  PROJECTIONS

Prior to making the Offer, Amerada Hess received from LASMO certain information
which Amerada Hess believes was not publicly available, including certain
projected financial data (the "PROJECTIONS") for the fiscal years 2000 through
2002. These Projections are summarized below. LASMO does not publicly disclose
projections, and the Projections were not prepared with a view to public
disclosure.

LASMO PROJECTIONS

SIX MONTHS
ACTUAL
ENDED 30 JUNE
-------------      2000         2001         2002
1999    2000    PROJECTION   PROJECTION   PROJECTION
-----   -----   ----------   ----------   ----------

Production (mboepd)*........................     --      --       188          193          234
Turnover (Lmillion)*........................     --      --     1,057        1,081        1,159
Profit after tax after exceptional items*...     28     124       297          332          358
Profit after tax after exceptional items
(Lmillion) current forecast**.............     --      --       290           --           --
Cashflow from operations (Lmillion)*........     --      --       518          527          615
Total capital expenditures (Lmillion)*......     --      --       367          491          509

BASES

The basis of accounting of the profit forecast is consistent with the accounting
policies normally adopted by the LASMO Group. The profit forecast takes account
of:

(a) the results shown by the unaudited interim accounts for the six months ended
30 June 2000; and

(b) the results shown by unaudited management accounts for the three months
ended 30 September 2000.

ASSUMPTIONS

The principal assumptions on which the current forecast for the year ending 31
December 2000 is based are:

(a) the Brent Price (in US$/bbl) for Q4 2000 will be $31;

(b) the US$/L exchange rate (average) for Q4 2000 will be 1.45;

(c)  the average production (mboepd) for Q4 2000 will be 188;

(d) there will be no asset impairment provisions;

(e) there will be no significant change in interest rates from those currently
prevailing;

(f)  there will be no material change in the rates or bases of taxation
affecting LASMO from those currently prevailing;

(g) there will be no material changes in general trading and economic conditions
in the countries in which LASMO operates or trades; and

(h) there will be no major disruptions to the business of LASMO by reason
including blow outs, pollution, fire and other hazards which may interrupt
or terminate production.

*  As disclosed to Amerada Hess

** The difference between the profit after tax after exceptionals disclosed to
Amerada Hess on 30 October 2000 and the current forecast (revised as of 17
November 2000) represents revisions of operating assumptions on LASMO's
Liverpool Bay and Andrew assets, the deferral of disposals of assets into
2001 and adjustments to amounts expensed with respect to exploration
expenditure.

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142

CAUTIONARY STATEMENTS CONCERNING THE PROJECTIONS
AND FORWARD-LOOKING STATEMENTS

THE PROJECTIONS WERE PREPARED BY LASMO MANAGEMENT FOR INTERNAL PURPOSES AND NOT
WITH A VIEW TO PUBLIC DISCLOSURE OR COMPLIANCE WITH PUBLISHED GUIDELINES OF THE
SEC, THE GUIDELINES ESTABLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC
ACCOUNTANTS FOR PROSPECTIVE FINANCIAL INFORMATION OR GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES. NEITHER AMERADA HESS' NOR LASMO'S AUDITORS NOR THEIR
FINANCIAL ADVISERS HAVE COMPILED ANY OF THE PROJECTIONS OR EXPRESSED ANY
CONCLUSION WITH RESPECT TO THE PROJECTIONS AND, ACCORDINGLY, ASSUME NO
RESPONSIBILITY FOR THE PROJECTIONS. THE PROJECTIONS ARE INCLUDED HEREIN SOLELY
IN ORDER TO COMPLY WITH US LEGAL REQUIREMENTS TO GIVE LASMO SECURITYHOLDERS
ACCESS TO INFORMATION WHICH WAS PROVIDED TO AMERADA HESS AND WHICH IS BELIEVED
BY AMERADA HESS TO BE NOT PUBLICLY AVAILABLE AND SHOULD NOT BE DEEMED TO
ESTABLISH OR EXPAND LIABILITY UNDER LAW.

CERTAIN MATTERS DISCUSSED HEREIN (INCLUDING, BUT NOT LIMITED TO, THE
PROJECTIONS) ARE FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO CERTAIN RISKS
AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
STATEMENTS INCLUDED HEREIN (INCLUDING THE PROJECTIONS) AND SHOULD BE READ WITH
CAUTION. LASMO HAS ADVISED AMERADA HESS THAT THE PROJECTIONS ARE SUBJECTIVE IN
MANY RESPECTS AND THUS SUSCEPTIBLE TO INTERPRETATIONS AND PERIODIC REVISIONS
BASED ON ACTUAL EXPERIENCE AND RECENT DEVELOPMENTS. WHILE PRESENTED WITH
NUMERICAL SPECIFICITY, THE PROJECTIONS WERE PREPARED BY LASMO BASED UPON A
VARIETY OF ASSUMPTIONS -- NOTED ABOVE UNDER THE HEADING "PROJECTIONS" AS WELL AS
A VARIETY OF OTHER ESTIMATES AND HYPOTHETICAL ASSUMPTIONS MADE BY MANAGEMENT OF
LASMO WITH RESPECT TO, AMONG OTHER THINGS, INDUSTRY PERFORMANCE, GENERAL
ECONOMIC, MARKET, INTEREST RATE AND FINANCIAL CONDITIONS, SALES, COST OF GOODS
SOLD, OPERATING AND OTHER REVENUES AND EXPENSES, CAPITAL EXPENDITURES AND
WORKING CAPITAL OF LASMO, AND OTHER MATTERS WHICH MAY NOT BE REALIZED AND ARE
INHERENTLY SUBJECT TO SIGNIFICANT BUSINESS, ECONOMIC AND COMPETITIVE
UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE DIFFICULT TO PREDICT AND MANY
OF WHICH ARE BEYOND LASMO'S CONTROL. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT
THE ASSUMPTIONS MADE IN PREPARING THE PROJECTIONS WILL PROVE ACCURATE, AND
ACTUAL RESULTS MAY BE MATERIALLY GREATER OR LESS THAN THOSE CONTAINED IN THE
PROJECTIONS. IN ADDITION, THE PROJECTIONS DO NOT TAKE INTO ACCOUNT THE OFFER.

FOR THESE REASONS, AS WELL AS THE BASES AND ASSUMPTIONS ON WHICH THE PROJECTIONS
WERE COMPILED, THE INCLUSION OF SUCH PROJECTIONS HEREIN SHOULD NOT BE REGARDED
AS AN INDICATION THAT LASMO OR AMERADA HESS OR ANY OF THEIR RESPECTIVE
DIRECTORS, AFFILIATES OR REPRESENTATIVES CONSIDERS SUCH INFORMATION TO BE AN
ACCURATE PREDICTION OF FUTURE EVENTS, AND THE PROJECTIONS SHOULD NOT BE RELIED
ON AS SUCH.

THE PROJECTIONS WERE NOT INTENDED TO CONSTITUTE A FORECAST OF PROFITS BY LASMO
OR ITS DIRECTORS AND SHAREHOLDERS SHOULD NOT RELY UPON SUCH PROJECTIONS IN
MAKING ANY DECISIONS ABOUT THEIR INVESTMENT IN LASMO IN CONNECTION WITH THE
OFFER OR FOR ANY OTHER REASON.

V-8

143

APPENDIX VI

ADDITIONAL INFORMATION

1.  RESPONSIBILITY

(a) The directors of Amerada Hess, whose names are set out in Schedule VIA to
this Appendix VI, accept responsibility for the information contained in
this Offer Document other than that relating to the LASMO Group, the
directors of LASMO and the members of their immediate families. To the best
of the knowledge and belief of the directors of Amerada Hess (who have
taken all reasonable care to ensure that such is the case) the information
contained in this document for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of
such information.

(b) The directors of LASMO, whose names are set out in Schedule VIB to this
Appendix VI, accept responsibility for the information contained in this
Offer Document relating to the LASMO Group, the directors of LASMO and
members of their immediate families. To the best of the knowledge and
belief of the directors of LASMO (who have taken all reasonable care to
ensure that such is the case), the information contained herein for which
they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.

(c)  The statements set out in paragraphs (a) and (b) above are included solely
to comply with Rule 19.2 of the City Code and shall not be deemed to
establish or expand liability under law, including under US securities laws
or under the laws of any state of the US. The statements set out in
paragraph (b) above, in so far as they apply to the Projections, should be
read subject to the matters contained in the section headed "Cautionary
statements concerning the Projections and forward-looking statements".

2.  DIRECTORS, EXECUTIVE OFFICERS AND REGISTERED OR PRINCIPAL EXECUTIVE OFFICES

(a) Directors and executive officers of Amerada Hess:

(i)    The directors of Amerada Hess are set forth in Schedule VIA to this
Appendix VI.

(ii)   The executive officers of Amerada Hess are set forth in Schedule VIA
to this Appendix VI.

(iii)  The principal executive office of Amerada Hess is located at 1185
Avenue of the Americas, 40th Floor, New York, New York, 10036.

(iv)  During the last five years, none of Amerada Hess or, to the best of
its knowledge, any of the persons listed in Schedule VIA hereto (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanours) or (ii) was a party to any judicial or
administrative proceeding (except for matters that were dismissed
without sanction or settlement) that resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of
such laws.

(v)   Except as described in this document, none of Amerada Hess or, to the
best of its knowledge, any of the persons listed in Schedule VIA to this
document has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of LASMO,
including, but not limited to, any contract, arrangement, understanding
or relationship concerning the transfer or voting of such securities,
joint ventures, loan or option arrangements, puts or calls, guarantees
of loans, guarantees against loss or the giving or withholding of
proxies. Except as set forth in this document, during the past two
years, none of Amerada Hess or, to the best of its knowledge, any of the
persons listed on Schedule VIA hereto has had any business relationship
or transaction with LASMO or any of its executive officers, directors or
affiliates that is required to be reported under the rules and
regulations of the SEC applicable to the Offer. Except as set forth in
this document, during the past five years, there have been no contacts,
negotiations or transactions between Amerada Hess or any of its
subsidiaries or, to the best knowledge of Amerada Hess, any of the
persons listed in Schedule VIA to this Offer Document, on the one hand,
and LASMO or its affiliates, on the other hand, concerning a merger,
consolidation or acquisition, tender offer or other acquisition of
securities, an election of directors or a sale or other transfer of a
material amount of assets.
VI-1

144

(vi)  Except as described in this document, (i) neither Amerada Hess nor,
to the best of Amerada Hess' knowledge, any of the persons listed in
Schedule VIA to this document, or any associate (as such term is defined
for the purposes of the Exchange Act) or majority-owned subsidiary of
Amerada Hess or, to the best of Amerada Hess' knowledge, any associate
(as such term is so defined) or majority-owned subsidiary of any of the
persons listed in Schedule VIA to this document, beneficially owns or
has any right to acquire, directly or indirectly, any equity securities
of LASMO and (ii) neither Amerada Hess nor, to the best of Amerada Hess'
knowledge, any of the persons listed in Schedule VIA to this document
has effected any transaction in such equity securities during the past
sixty days.

(b) Directors and executive officers of LASMO:

(i)    The directors of LASMO are set forth in Schedule VIB to this
Appendix VI.

(ii)   The executive officer of LASMO is set forth in Schedule VIB to this
Appendix VI.

(iii)  The principal executive office of LASMO is located at 101
Bishopsgate, London EC2M 3XH.

3.  COMPARATIVE STOCK EXCHANGE QUOTATIONS OF LASMO SECURITIES AND AMERADA HESS
SHARES; DIVIDENDS

Set out below are the Closing Prices for LASMO Shares and the closing sale
prices on the NYSE for LASMO ADSs and Amerada Hess Shares on:

(a) the first business day of each of the six months immediately before the date
of this document;

(b) 3 November 2000 (being the last business day prior to the commencement of
the Offer Period); and

(c)     --   2000 (being the latest practicable date prior to the posting of
this document).

DATE                                        LASMO SHARES    LASMO ADSS    AMERADA HESS SHARES
----                                        ------------    ----------    -------------------
(P)           (US$)              (US$)

--   2000..............................       --             --                 --
1 December 2000...........................      175.25           7 3/8             61 13/16
3 November 2000...........................      141              6 1/4             62 13/16
1 November 2000...........................      144              6 1/2             63 3/4
2 October 2000............................      135              6 1/8             66 11/16
1 September 2000..........................      146              6 7/16            70
1 August 2000.............................      131              6 7/16            61 21/32
3 July 2000...............................      139.5            6 5/16            63 7/16

LASMO Shares have been listed and traded on the London Stock Exchange since 8
July 1977 and LASMO ADSs have been listed and traded on the NYSE since 8 June
1993. Amerada Hess Shares have been listed and traded on the NYSE since June
1969. The following table sets out, for the periods indicated:

(a) the reported high and low closing prices for LASMO Shares on the London
Stock Exchange as reported in the Daily Official List;

(b) the high and low closing sales prices for LASMO ADSs on the NYSE as reported
on Bloomberg; and

(c)  the high and low closing sales prices for Amerada Hess Shares on the NYSE
as reported on Bloomberg.

VI-2

145

AMERADA HESS
LASMO SHARES      LASMO ADSS         SHARES
---------------    -----------     ------------
PERIOD                                         HIGH     LOW      HIGH    LOW     HIGH     LOW
------                                        ------   ------    ----    ---     ----     ---
(P)             (US$)           (US$)

CALENDAR YEAR 1998
First Quarter...............................     292      248     14 3/8  11 15/16  60 5/8  49 5/16
Second Quarter..............................   297.5      232     14 5/16  11 15/16  50 15/16  50 5/16
Third Quarter...............................     242      151     12 1/4   7 3/4  59 1/2   47 3/8
Fourth Quarter..............................     194       96      9 1/2   5 1/8  58 5/16  48 9/16
CALENDAR YEAR 1999
First Quarter...............................   138.5     87.5      6 7/8   4 5/8  52 15/16  43 15/16
Second Quarter..............................  159.75      120      7 1/2   5 3/8  64 1/4   48 9/16
Third Quarter...............................     173   130.25      8 1/8   6 5/8  65 15/16  57 9/16
Fourth Quarter..............................   154.5    115.5      7 1/4   5 9/16  62 15/16  53 7/8
CALENDAR YEAR 2000
First Quarter...............................     125     89.5      6 9/16   4 7/16  64 5/8  48 1/4
Second Quarter..............................     142      105      6 3/4   5 1/8  70 1/8   61 3/4
May.........................................  126.75   105.50      6       5 1/8  70 1/8   62 1/2
June........................................  142.00   124.00      6 15/16   5 11/16  67 3/4  61 3/4
July........................................  140.75   128.50      6 1/2   5 3/4  63 15/16  57 5/8
August......................................  152.00   126.00      6 3/4   5 13/16  71 5/8  61 11/16
September...................................  155.50   129.00      6 3/4   5 3/4  73 1/2   63 15/16
October.....................................  148.50   130.75      6 1/2   5 5/8  68 3/4   60 3/4
November....................................  178.00   138.75      7 5/8   6      65       58 1/8

FOR CURRENT PRICE INFORMATION, HOLDERS OF LASMO SHARES AND LASMO ADSS ARE URGED
TO CONSULT PUBLICLY AVAILABLE SOURCES.

The tables below set forth the aggregate per share amount of dividends declared
on Amerada Hess Shares and LASMO Shares during the periods indicated:

For Amerada Hess:

PER SHARE DIVIDEND AMOUNT
-------------------------

Fiscal Year ended 31 December 1997..........................             60c
Fiscal Year ended 31 December 1998..........................             60c
Fiscal Year ended 31 December 1999..........................             60c
First Three Quarters Fiscal Year ended 31 December 2000
(through 30 September 2000)...............................             45c

For LASMO:

PER SHARE DIVIDEND AMOUNT
-------------------------

Fiscal Year ended 31 December 1997..........................            2.3p
Fiscal Year ended 31 December 1998..........................            2.3p
Fiscal Year ended 31 December 1999..........................            2.5p

4.  SHAREHOLDINGS AND DEALINGS

For the purposes of this paragraph 4:

"ARRANGEMENT" includes indemnity or option arrangements, and any agreement or
understanding, formal or informal, of whatever nature, relating to relevant
securities in relation to Amerada Hess or LASMO which may be an inducement to
deal or refrain from dealing;

an "ASSOCIATE" includes:

(a) Amerada Hess' or LASMO's subsidiaries and associated companies and companies
of which any such subsidiaries or associated companies are associated
companies;

VI-3

146

(b) banks, financial and other professional advisers (including stockbrokers) to
Amerada Hess or LASMO or to any company covered in (a) above, including
persons controlling, controlled by or under the same control as such banks,
financial or other professional advisers;

(c)  the directors of Amerada Hess and LASMO together with the directors of any
company covered in (a) above (together in each case with any member of
their immediate families and related trusts);

(d) the pension funds of Amerada Hess and LASMO or the pension funds of any
company covered in (a) above; and

(e) an investment company, unit trust or other person whose investments an
associate (as defined in this paragraph 4) manages on a discretionary
basis, in respect of the relevant investment accounts;

(f)  a person who owns or controls five per cent. or more of any class of
relevant securities (as defined in paragraphs (a) to (d) in Note 2 on Rule
8 of the City Code) issued by LASMO or Amerada Hess, as the case may be,
including a person who as a result of any transaction owns five per cent.
or more; and

(g) a company having a material trading arrangement with LASMO or Amerada Hess,
as the case may be;

a "BANK" does not apply to a bank whose sole relationship with Amerada Hess or
LASMO or a company covered in (a) above is the provision of normal commercial
banking services or such activities in connection with the Offer as confirming
that cash is available, handling acceptances and other registration work;

For the purpose of this paragraph 4 of Appendix VI, ownership or control of 20
per cent. or more of the equity share capital of a company is regarded as the
test of associated company status and "CONTROL" means a holding, or aggregate
holdings, of shares carrying 30 per cent. or more of the voting rights
attributable to the share capital of a company which are currently exercisable
at a general meeting, irrespective of whether the holding or holdings give(s) de
facto control;

"DERIVATIVE" includes any financial product whose value in whole or in part is
determined directly or indirectly by reference to the price of an underlying
security but which does not include the possibility of delivery of such
underlying securities;

"DISCLOSURE PERIOD" means the period commencing on 6 November 1999 (the date
twelve months prior to the commencement of the Offer Period) and ending on
--   2000 (the latest practicable date prior to the publication of this
document); and

"RELEVANT SECURITIES" means LASMO Securities or Amerada Hess Shares, as the case
may be, or any securities convertible into, rights to subscribe for, options
(including traded options) in respect of, and derivatives referenced to LASMO
Securities or Amerada Hess Shares, as the case may be.

(a) Shareholdings in LASMO Securities

(i)    As at the close of business on    --   December 2000 (being the
latest practicable date prior to the posting of this document),
Amerada Hess held no relevant securities of LASMO.

(ii)   As at the close of business on    --   December 2000 (being the
latest practicable date prior to the posting of this document), the
following persons acting in concert with Amerada Hess owned or
controlled the following relevant securities of LASMO:

NUMBER OF
NAME                                                          LASMO SHARES
----                                                          ------------

AHC Pension Restoration Plan*...............................      350

*  Estimated Plan assets are invested in Vanguard Index Funds which
disclose fund holding semi-annually (June and December). AHC had
$2,250,000 invested in the Total International Stock Index fund which
allocated 0.03 per cent. to LASMO.

(iii)  As at the close of business on    --   December 2000 (being the
latest practicable date prior to the posting of this document), the
following persons acting in concert with LASMO (including LASMO
Group companies and any pension funds of LASMO Group companies but
excluding LASMO advisers) owned or controlled the following relevant
securities of LASMO:

VI-4

147

NUMBER OF
NAME                                                               LASMO SHARES
----                                                          -----------------------

Methodplan Limited, a subsidiary of LASMO...................                8,459,855
(all held beneficially)

(iv)  As at the close of business on    --   December 2000 (being the
latest practicable date prior to the posting of this document), the
following advisers of LASMO owned or controlled the following
relevant securities of LASMO:

NAME
---------------------------------------------------------
REGISTERED                    BENEFICIAL           NUMBER OF      NUMBER OF
HOLDER                        HOLDER             LASMO ADSS    LASMO SHARES
-------------------------------  ------------------------    ----------    ------------

Smith Barney Fund                CGCM International                            81,100
Management LLC...............  Equity
Citicorp.......................  State Street Fund(2R58)                      230,000
Smith Barney Inc...............  Smith Barney Inc.                  2
Smith Barney Portfolio           Various Portfolios for        61,627
Management...................  Retail Investors
Robinson-Humphrey Co. LLC......  Various US Retail              1,195
Clients
Smith Barney Private Trust.....  Aggregated Holdings of         1,225
Managed Client Accounts
UBS Warburg....................                                             5,731,000

(v)   As at the close of business on    --   December 2000 (being the
latest practicable date prior to the posting of this document), the
following persons who, prior to the posting of this document have
irrevocably committed to accept the Offer, owned or controlled the
following relevant securities of LASMO:

NUMBER OF
NAME                                                          LASMO SHARES
----                                                          ------------

Schroder Investment Management Limited......................  171,616,233
Electrafina S.A.............................................   98,336,161

The Announcement stated that Amerada Hess had received irrevocable
undertakings from Schroder Investment Management Limited and Electrafina
S.A. to accept the Offer in respect of an aggregate of approximately
276,279,208 LASMO Shares, representing approximately 20.56 per cent. of
LASMO's issued share capital. Schroder Investment Management Limited,
being a fund manager, has given an undertaking to accept the Offer in
respect of 177,943,047 LASMO Shares insofar as the relevant clients have
not withdrawn or altered their mandate (in a manner inconsistent with
acceptance) at the time required for acceptance. Schroder Investment
Management Limited has notified Amerada Hess that its undertaking
applies to 171,616,233 LASMO Shares and not 177,943,047 LASMO Shares as
stated in the Announcement. Therefore, the irrevocable undertakings
received from the above institutions in fact represent an aggregate of
269,952,394 LASMO Shares, representing approximately 20.08 per cent. of
LASMO's issued share capital.

The directors of LASMO (but not Mr O'Brien) have also irrevocably
committed to accept the Offer in respect of their holdings of LASMO
Securities which are set out in (vi) below.

The number of LASMO Shares the subject of the irrevocable undertakings
has decreased to 270,276,705 since the Offer was announced.

(vi)  As at the close of business on    --   December 2000, (being the
latest practicable date prior to the posting of this document), the
interests of the LASMO directors and the executive officer and
members of their immediate families and related trusts in relevant
securities of LASMO (all of which, unless otherwise stated, are
beneficial) which have (where required) been notified to LASMO
pursuant to sections 324 and 328 of the Companies Act and entered in
LASMO's register of directors' interests required to be kept under
Section 325 of the Companies Act, were as follows:

VI-5

148

HOLDINGS IN
SHARES                   HOLDINGS IN OPTIONS
------------   ----------------------------------------------
EXERCISE
NUMBER OF     PRICE PER     EXERCISE PERIOD
NUMBER OF     LASMO SHARES     LASMO     -------------------
NAME                     LASMO SHARES   UNDER OPTION   SHARE (P)     FROM        TO
----                     ------------   ------------   ---------   --------   --------

J Darby................    119,458         49,996       375.38     11/03/94   11/03/01
26,040       238.09     28/01/95   28/01/02
52,079       154.57     02/04/96   02/04/03
108,870       147.00     25/04/97   25/04/04
53,000       166.00     24/05/98   24/05/05
10,884        89.00     26/05/03   26/11/03
-------
300,869
-------
P C Murray.............     65,300         20,832       182.41     06/04/95   06/04/02
31,247       154.57     02/04/96   02/04/03
50,000       147.00     25/04/97   25/04/04
20,000       166.00     24/05/98   24/05/05
18,960        89.00     26/05/05   26/11/05
-------
141,039
-------
A P Hichens............     43,122
T P Brennand...........     16,807
H E Norton.............     12,442
R G Reynolds...........     16,465
THBJ de Rudder.........     18,275
N V Turnbull...........     32,442
A O'Brien,
Executive Officer....     10,422         10,416       375.38     11/03/94   11/03/01
15,000       166.00     24/05/98   24/05/05
15,000       187.00     06/03/99   06/03/06
13,000       244.50     05/03/00   05/03/07
12,500       280.25     31/03/01   31/03/08
68,385       129.00     17/06/02   17/06/09
18,960        89.00     26/05/05   26/11/05
-------
153,261
-------

As potential beneficiaries under the LASMO Equity Plan, Mr Darby, Mr
Murray and Mr O'Brien were each technically deemed to be interested in
1,616,663 LASMO Shares held by LASMO Trust Company (Jersey) Limited, the
independent trustee of the LASMO Employee Trust, at  -- December 2000
(being the latest practicable date prior to the posting of this
document).

The number of LASMO Shares notionally allocated to LASMO directors and
the executive officer or confirmed under LASMO's Equity Plan (the
"PLAN"), for the Plan years stated, were as follows:

CONFIRMED
NOTIONAL ALLOCATIONS                  SHARES
----------------------------------------------    ---------
2000      1999      1998      1997      1996       1995
------    ------    ------    ------    ------    ---------

J Darby................  62,910    52,876    24,638    27,250    31,966     213,000
PC Murray..............  39,842    33,524    14,200    12,386    11,720      80,939
A O'Brien..............  13,173        --        --        --        --          --

VI-6

149

(b) Dealings in LASMO Securities

(i)    Persons acting in concert with Amerada Hess have dealt for value in
the following relevant securities of LASMO during the disclosure
period:

Goldman Sachs

(aa) LASMO Shares*

DATE                                          NUMBER BOUGHT    NUMBER SOLD    PRICE (P)
----                                          -------------    -----------    ---------

03/11/00....................................     287,600                       140.26
18/07/00....................................                       5,400       138.00
02/07/00....................................                      10,000       125.00
06/09/00....................................                     250,740       150.55
28/07/00....................................     640,000                       132.30
29/07/00....................................                     640,000       134.00

(bb) LASMO ADSs*

DATE                                          NUMBER BOUGHT    NUMBER SOLD    PRICE ($)
----                                          -------------    -----------    ---------

22/09/00....................................      3,000                        6 1/4
22/09/00....................................      4,800                        6 1/4
25/09/00....................................                      7,800        6 1/8
21/09/00....................................                      7,800        6 1/3
25/09/00....................................      7,800                        6 1/8

* The following does not include any dealings by Goldman Sachs Equity
Securities (U.K.) which is an Exempt Market Maker/Principal Trader,
GSAMI and CINMAN, which are Exempt Fund Managers and GSAM (GS&Co) and
Commodities Corporation which are Special Exempt Fund Managers.
Dealings by Goldman Sachs acting as agent are also not included.

(ii)  Persons acting in concert with LASMO (including LASMO Group companies
and pension funds of LASMO Group companies but excluding LASMO's
advisers) have dealt for value in the following relevant securities
of LASMO during the period from 6 November 2000 to    --   December
2000 (being the latest practicable date prior to the posting of this
document):

Methodplan Limited

NUMBER OF
DATE                                       TRANSACTION   LASMO SHARES     PRICE (P)
----                                       -----------   ------------   -------------

13/11/00.................................   Transfer        39,931             174.50
16/11/00.................................   Transfer         4,387             177.70
17/11/00.................................   Transfer        15,744             176.00
29/11/00.................................   Transfer        23,570             177.00
01/12/00.................................   Transfer         8,249                 --

(iii)  Schroder Salomon Smith Barney (by Salomon Brothers International
Ltd) have dealt for value in the following relevant securities of
LASMO during the period from 6 November 2000 to    --   December
2000 (being the latest practicable date prior to the posting of this
document):

NUMBER OF              NUMBER OF
DATE                              LASMO SHARES BOUGHT     LASMO SHARES SOLD    PRICE (P)
----                              --------------------    -----------------    ---------

15/11/00........................                               30,000            99.50

(iv)  Persons (other than the directors of LASMO) who have irrevocably
committed to accept the Offer have dealt for value in the following
relevant securities of LASMO during the disclosure period:

VI-7

150

Schroder Investment Management Limited

DATE                                         NUMBER BOUGHT     NUMBER SOLD    PRICE (P)
----                                         --------------    -----------    ---------

Between 06/11/99 and 06/02/00..............    5,383,640          640,098      105-263
Between 07/02/00 and 06/05/00..............    6,454,010        4,167,020       90-128
Between 07/05/00 and 06/08/00..............    5,881,517        2,014,840      113-142
Between 07/08/00 and 06/10/00..............    8,704,843        1,193,128      131-270
10/10/00...................................        5,158                           136
10/10/00...................................          244                           136
12/10/00...................................                        59,000          141
13/10/00...................................                       150,000          150
13/10/00...................................                       300,000          150
13/10/00...................................                       150,000          150
13/10/00...................................                       100,000          150
13/10/00...................................                        50,000          150
17/10/00...................................       60,495                           144
27/10/00...................................                        60,000          147
01/11/00...................................        2,632                           144
01/11/00...................................       49,720                           144
07/11/00...................................                        30,000          172
07/11/00...................................                         2,000          172

Electrafina S.A.

NUMBER OF       NUMBER OF
LASMO SHARES     LASMO SHARES
DATE                                           BOUGHT            SOLD        PRICE (P)
----                                        -------------    ------------    ---------

01/04/00..................................      3,514            --            98.50

(v)   The LASMO directors and the executive officer and members of their
immediate families and related trusts have dealt for value (including
the exercise of options under the LASMO Share Option Schemes) in the
following relevant securities of LASMO during the disclosure period:

NUMBER OF
LASMO
NAME                               DATE       TRANSACTION         SHARES      PRICE (P)
----                             --------   ----------------   ------------   ---------

P C Murray.....................  18/11/99           Purchase       8,000       141.00
N V Turnbull...................  24/11/99           Purchase      10,000       130.25
R G Reynolds...................  16/12/99           Purchase       8,390       118.00
A O'Brien......................  22/12/99               Sale       3,125       125.00
J Darby........................  24/12/99           Purchase      20,000       119.00
T P Brennand...................  01/03/00      Acquisition(a)      2,777        98.50
A P Hichens....................  01/03/00      Acquisition(a)      6,060        98.50
H E Norton.....................  01/03/00      Acquisition(a)      3,030        98.50
R G Reynolds...................  01/03/00      Acquisition(a)      2,626        98.50
N V Turnbull...................  01/03/00      Acquisition(a)      3,030        98.50
J Darby........................  10/03/00         Transfer(b)      3,326       240.50
P C Murray.....................  10/03/00         Transfer(b)      2,274       240.50
J Darby........................  06/04/00    Appropriation(c)      7,273       110.00
P C Murray.....................  06/04/00    Appropriation(c)      7,273       110.00
A O'Brien......................  06/04/00    Appropriation(c)      7,273       110.00
P C Murray.....................  26/06/00           Purchase          32       139.00

Notes:

(a)   Acquisition formed part of director's fees in respect of the
period to 31 December 1999 under an arrangement with Cazenove &
Co.

(b)   Release of Shares appropriated in 1997 in respect of the LASMO
Profit Sharing Scheme.

(c)   Appropriation of Shares in respect of the LASMO Profit Sharing
Scheme.

VI-8

151

(vi)  Fund managers connected with LASMO have dealt for value in the
following relevant securities of LASMO during the period between 6
November 2000 and    --   December 2000 (being the latest practicable
date prior to the posting of this document):

NUMBER OF
NAME                                DATE     TRANSACTION   LASMO SHARES/ADSS   PRICE (P)
----                              --------   -----------   -----------------   ---------

GAM UK Diversified Fund.........  06/11/00    Purchase          50,000.00         171
GAM Exempt -- UK
Opportunities Fund............  06/11/00    Purchase         100,000.00         171
JRA/GAM Managed Life............  06/11/00    Purchase         200,000.00         171
GRA/GAM Managed Pension.........  06/11/00    Purchase          50,000.00         171

(c)  Shareholdings in Amerada Hess Shares

(i)    Save for the holding of 3 Amerada Hess Shares held by Oil Holdings
Limited, an indirect subsidiary of LASMO, as at the close of
business on    --   December 2000 (being the latest practicable date
prior to the posting of this document), no member of the LASMO Group
held any relevant securities of Amerada Hess.

(ii)   As at the close of business on    --   December 2000 (being the
latest practicable date prior to the posting of this document), the
following directors of Amerada Hess and their immediate families and
related trusts were interested in the following relevant securities
of Amerada Hess:

VI-9

152

HOLDINGS IN
SHARES                      HOLDINGS IN OPTIONS
------------   ----------------------------------------------------
EXERCISE
NUMBER OF       PRICE PER
NUMBER OF     AMERADA SHARES   AMERADA HESS
AMERADA HESS     HELD UNDER        SHARE
NAME                                    SHARES         OPTIONS          (US$)         FROM         TO
----                                 ------------   --------------   ------------   ---------   --------

John B. Hess.......................      578,410        50,000          49.75        18/12/96   18/12/05
50,000(1)     33,000          54.75        18/12/96   18/12/05
12,556(2)     33,000          59.75        18/12/96   18/12/05
1,280,094(3)     33,000          64.62       18/12//96   18/12/05
62,249(4)     40,000          58.75        04/12/97   04/12/06
108,347(4)     65,000          64.62        04/12/97   04/12/06
190,000(4)     75,000          54.75        03/12/98   03/12/07
5,071,400(5)     75,000          53.00        05/01/99   05/01/08
3,197,206(6)    100,000          49.19        03/02/00   03/02/09
140,218(7)    150,000          58.13        01/12/00   01/12/09
2,145,627(8)
W.S.H. Laidlaw.....................       50,700         5,000          49.75        18/12/96   18/12/05
35,000(9)     20,000          54.75        18/12/96   18/12/05
40,000(1)     20,000          59.75        18/12/96   18/12/05
6,061(2)     20,000          64.75        18/12/96   18/12/05
25,000          58.75        04/12/97   04/12/06
45,000          64.62        04/12/97   04/12/06
60,000          54.75        03/12/98   03/12/07
60,000          53.00        05/01/99   05/01/08
15,000          49.19        03/02/00   03/02/09
100,000          58.13        01/12/00   01/12/09
J. Barclay Collins.................        3,501        10,000          59.75        18/12/96   18/12/05
25,000(1)     10,000          64.75        18/12/96   18/12/05
778(2)     10,000          58.75        04/12/97   04/12/06
18,000          64.62        04/12/97   04/12/06
37,500          54.75        03/12/98   03/12/07
27,500          53.00        05/01/99   05/01/08
40,000          49.19        03/02/00   03/02/09
60,000          58.13        01/12/00   01/12/09
John Y. Schreyer...................       23,000        15,000          49.75        18/12/96   18/12/05
25,000(1)     10,000          54.75        18/12/96   18/12/05
3,572(2)     10,000          59.75        18/12/96   18/12/05
5,071,400(5)     37,500          54.75        03/12/97   03/12/07
3,197,206(6)     10,000          64.75        18/12/96   18/05/00
140,218(7)     10,000          58.75        04/12/97   04/12/06
2,145,627(8)     18,000          64.62        04/12/97   04/12/06
37,500          53.00        05/01/99   05/01/08
40,000          49.19        03/02/00   03/02/09
60,000          58.13        01/12/00   01/12/09
Nicolas F. Brady...................       10,200            --             --              --         --
5,071,400(5)
3,197,206(6)
140,218(7)
Peter S. Hadley....................        1,686(10)         --            --              --         --
Edith E. Holiday...................        1,600            --             --              --         --
William R. Johnson.................        1,600            --             --              --         --
Thomas H. Kean.....................        2,600            --             --              --         --
5,071,400(5)
3,197,206(6)
140,218(7)
Frank A. Olson.....................        3,400            --             --              --         --
Roger B. Oresman...................       12,680            --             --              --         --
William I. Spencer.................        2,100            --             --              --         --
Robert N. Wilson...................        2,300            --             --              --         --
Robert F. Wright...................      120,689            --             --              --         --

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

(1)  These shares are held in escrow pursuant to Amerada Hess' Executive
Long-Term Incentive Compensation and Stock Ownership Plan. The
director has only voting power over these shares until the lapsing
of the period set by the Committee administering the plan at which
time the shares plus accrued dividends will be delivered to the
director if he is still an employee of Amerada Hess.

(2)  Shares held in the Amerada Hess Corporation Employees' Savings and
Stock Bonus Plan as of 31 October 2000.

(3)  Held by a family corporation, the preferred stock of which is held
by a trust of which Mr. Hess is trustee and 33 1/3 per cent. of the
common stock of which is owned by Mr. Hess. The preferred stock of
such corporation has 99 per cent. of the total voting power of all
classes of stock of such corporation. As trustee Mr. John B. Hess
has voting power and investment power with respect of such preferred
stock.

(4)  Held by a trust which was established by the director for the
benefit of himself and his children. The director is trustee of the
trust.

VI-10

153

(5)  Shares held by a charitable lead annuity trust established under the
will of Leon Hess. John B. Hess has sole voting power over the stock
held by this trust and shares dispositive power over such stock with
Messrs. Schreyer, Brady, Kean and another individual, who are the
other trustees of this trust. Under certain circumstances, Mr. Hess
may have a remainder interest in a portion of these shares.

(6)  Shares held by the estate of Leon Hess. John B. Hess, as an executor
of the estate, has sole voting power over this stock and shares
dispositive power with Messrs. Schreyer, Brady, Kean and another
individual, who are the other executors of the estate. Under certain
circumstances, Mr. Hess may have a remainder interest in a portion
of these shares.

(7)  Shares held by four corporations of which the estate of Leon Hess
owns the voting preferred stock having at least 80 per cent. of the
total voting power of all classes of stock.

(8)  Shares held by the Hess Foundation, Inc. of which Messrs. Hess and
Schreyer are directors and as to which they share voting and
dispositive power.

(9)  Held by a corporation the stock of which is held by Mr. Laidlaw.

(10) 1,645 of these securities are held jointly with spouse.

(iii)  As at the close of business on    --   December 2000 (being the
latest practicable date prior to the posting of this document), the
following advisers of LASMO owned or controlled the following
relevant securities of Amerada Hess:

NAME                                        NUMBER OF
----------------------------------------------------------------------------   AMERADA HESS
REGISTERED HOLDER                      BENEFICIAL HOLDER                SHARES
-------------------------------------  -------------------------------------   ------------

Smith Barney Inc.....................  Smith Barney Inc                            7,104
Smith Barney Portfolio Management....  Various Portfolios for Retail              50,220
Investors
Robinson-Humphrey Co LLC.............  Various US Retail Clients                     209
Phillip Brothers Inc.................  Phillip Brothers Inc                       50,000
Smith Barney Fund Management LLC.....  Various Client Portfolio Accounts         752,078
Smith Barney Holding Co..............  Smith Barney Holding Co                   600,000

(iv)  As at the close of business on  -- December 2000 (being the latest
practicable date prior to the posting of this document), the following
persons who, prior to the posting of this document have irrevocably
committed to accept the Offer in respect of their LASMO Securities,
owned or controlled the following relevant securities of Amerada Hess:

NUMBER OF
AMERADA HESS
NAME                                                             SHARES
----                                                          ------------

Schroder Investment Management Limited......................     5,300

(v)  As at the close of business on  -- December 2000 (being the latest
practicable date prior to the posting of this document), the following
persons acting in concert with Amerada Hess owned or controlled the
following relevant securities of Amerada Hess:

NUMBER OF
AMERADA HESS
NAME                                                             SHARES
----                                                          ------------

Goldman, Sachs & Co.........................................     27,159
Goldman, Sachs & Co*........................................      3,939

* Discretionary managed

(d) Dealings in Amerada Hess Shares

(i)    The following dealings for value in the relevant securities of
Amerada Hess (including the exercise of options) have taken place during
the disclosure period by directors of Amerada Hess and members of their
immediate families and related trusts:

VI-11

154

NUMBER OF
AMERADA HESS
NAME                                 DATE       TRANSACTION        SHARES      PRICE (US$)
----                               --------   ---------------   ------------   -----------

W.S.H. Laidlaw...................  23/08/00   Option Exercise      25,000         49.19
23/08/00   Sale                 25,000         69.75
15/09/00   Option Exercise      25,000         49.19
15/09/00   Sale                 25,000         74.75
J. Barclay Collins...............  12/05/00   Option Exercise      15,000         49.75
12/05/00   Sale                 15,000         69.75
23/08/00   Option Exercise      10,000         54.75
23/08/00   Sale                 10,000         70.00
15/09/00   Option Exercise      10,000         53.00
15/09/00   Sale                 10,000         73.00
Frank A. Olson...................  03/04/00   Purchase              2,000         65.78

(ii)   Persons acting in concert with Amerada Hess have dealt for value in
the following relevant securities of Amerada Hess during the disclosure
period:

Goldman Sachs

DATE                                   NUMBER BOUGHT   NUMBER SOLD      PRICE (US$)
----                                   -------------   -----------   -----------------

Between 06/11/99 and 06/02/00........      96,300         35,975     53.7500 - 62.6875
Between 07/02/00 and 06/05/00........     100,575        101,500     54.5000 - 65.2500
Between 07/05/00 and 06/08/00........     397,271        216,791     57.6800 - 67.6800
Between 07/08/00 and 06/10/00........     143,445        317,446     63.0000 - 73.2500
09/10/00.............................         324                         65 7/16
09/10/00.............................         600                        65 15/16
09/10/00.............................         600                         65 7/8
09/10/00.............................         600                        65 15/16
09/10/00.............................         600                         65 7/8
09/10/00.............................         648                         65 3/8
09/10/00.............................         648                         65 3/8
09/10/00.............................         648                         65 3/8
10/10/00.............................                     10,000          67 2/4
11/10/00.............................       4,600                           68
11/10/00.............................       5,400                        67 15/16
16/10/00.............................                        324          64 3/16
16/10/00.............................                        324          64 1/8
16/10/00.............................                        324          64 3/16
19/10/00.............................          51                        64 13/16
25/10/00.............................         800                         62 5/8
25/10/00.............................       5,000                         61 3/4
25/10/00.............................       5,500                         62 3/4
26/10/00.............................         100                         62 3/16
26/10/00.............................         300                         62 3/16
26/10/00.............................         400                         62 3/16
26/10/00.............................                     10,914           62.06
26/10/00.............................         100                         62 3/8
26/10/00.............................         100                         62 1/4
26/10/00.............................         200                         62 7/16
27/10/00.............................         200                         60 5/8
27/10/00.............................         300                         60 5/8
27/10/00.............................         800                         61 1/4
27/10/00.............................         800                         61 1/4
27/10/00.............................       1,300                         60 5/8
27/10/00.............................       1,300                         60 5/8
27/10/00.............................          51                         61 1/4
30/10/00.............................                        100         60 15/16
30/10/00.............................                        100          61 7/8
30/10/00.............................                        400         60 15/16

VI-12

155

DATE                                   NUMBER BOUGHT   NUMBER SOLD      PRICE (US$)
----                                   -------------   -----------   -----------------

30/10/00.............................                        500         60 15/16
30/10/00.............................                        700         60 15/16
30/10/00.............................                        800          61 7/8
30/10/00.............................                      2,000         60 15/16
30/10/00.............................                      2,000          61 7/8
30/10/00.............................         100                         61 2/4
30/10/00.............................         200                         61 5/8
30/10/00.............................         200                         61 5/8
30/10/00.............................         200                         61 9/16
30/10/00.............................         300                         61 9/16
30/10/00.............................         800                         61 5/8
30/10/00.............................         800                         61 5/8
30/10/00.............................       1,300                         61 5/8
30/10/00.............................       1,500                         61 3/4
30/10/00.............................       1,500                         61 2/4
30/10/00.............................       1,700                         61 5/8
30/10/00.............................       3,400                         61 2/4
30/10/00.............................       3,500                         61 3/4
30/10/00.............................       4,500                         61 9/16
30/10/00.............................       5,000                         61 3/4
30/10/00.............................       5,000                        61 11/16
30/10/00.............................       5,000                         61 5/8
30/10/00.............................       5,000                        61 11/16
31/10/00.............................         100                         62 2/4
31/10/00.............................         100                         62 2/4
31/10/00.............................         100                         62 7/16
31/10/00.............................         100                        61 11/16
31/10/00.............................         300                         62 1/4
31/10/00.............................         300                         62 2/4
31/10/00.............................         400                         62 1/4
31/10/00.............................         400                        61 11/16
31/10/00.............................         600                         62 2/4
31/10/00.............................         700                         62 2/4
31/10/00.............................       1,000                         62 7/16
31/10/00.............................       1,100                         62 2/4
31/10/00.............................       1,300                         62 7/16
31/10/00.............................       1,300                         62 7/16
31/10/00.............................       1,300                         62 7/16
31/10/00.............................       1,800                         62 1/4
31/10/00.............................       2,100                         62 2/4
31/10/00.............................       2,500                         62 9/16
31/10/00.............................       2,500                        61 11/16
31/10/00.............................       7,500                         61 5/8
31/10/00.............................          66                         61 9/16
01/11/00.............................                      5,000          63 3/4
01/11/00.............................                      5,000          63 3/4
01/11/00.............................                     10,000          63 7/8
01/11/00.............................                     20,000          63 3/4
01/11/00.............................                      2,100          63 3/4
01/11/00.............................                      8,100          63 3/4
01/11/00.............................                     16,700          63 3/4
01/11/00.............................                     33,100          63 3/4
01/11/00.............................      60,000                         63 3/4
01/11/00.............................                        321          63 5/8
01/11/00.............................         321                         63 2/4
02/11/00.............................                        600          62 3/4
02/11/00.............................                      6,900          62 7/16

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156

DATE                                   NUMBER BOUGHT   NUMBER SOLD      PRICE (US$)
----                                   -------------   -----------   -----------------

02/11/00.............................                      7,500          63 2/4
02/11/00.............................                     15,000          63 3/4
02/11/00.............................      72,900                         63 3/4
02/11/00.............................                     72,900          63 3/4
02/11/00.............................                      6,915          63 3/8
02/11/00.............................       5,100                          63.37
03/11/00.............................                      1,100          63 3/4
03/11/00.............................                      3,500          63 3/4
03/11/00.............................         900                        62 13/16
03/11/00.............................       1,000                           63
06/11/00.............................         600                         58 7/8
06/11/00.............................       4,400                         58 7/8
06/11/00.............................       5,000                        58 15/16
10/11/00.............................                        100          61 3/8
10/11/00.............................                        100          61 3/8
10/11/00.............................                        100          61 3/8
10/11/00.............................                        100          61 3/8
10/11/00.............................                        100          61 3/8
10/11/00.............................                        100          61 3/8
10/11/00.............................                        100          61 3/8
10/11/00.............................                        100          61 3/8
10/11/00.............................                        100          61 3/8
10/11/00.............................                        800          61 3/8
10/11/00.............................                        800          61 3/8
10/11/00.............................                      1,400          61 3/8
10/11/00.............................                      1,800          61 3/8
10/11/00.............................                      1,800          61 3/8
10/11/00.............................          51                         61 2/4

(iii)  Advisers of LASMO have dealt for value in the following relevant
securities of Amerada Hess during the period from 6 November 2000 to
-- December 2000 (being the latest practicable date prior to the
posting of this document):

Schroder Salomon Smith Barney (by Smith Barney Inc.)

DATE                                          NUMBER BOUGHT   NUMBER SOLD   PRICE (US$)
----                                          -------------   -----------   -----------

09/11/00....................................     250,000                       60.88
13/11/00....................................     100,000                       62.11

(iv)  Fund managers connected with LASMO have dealt for value in the
following relevant securities of Amerada Hess during the period between
6 November 2000 and  -- December 2000 (being the latest practicable date
prior to the posting of this document):

NUMBER OF
AMERADA HESS
NAME                                  DATE      TRANSACTION        SHARES      PRICE (US$)
----                                --------   --------------   ------------   -----------

Smith Barney Fund Management
L.L.C...........................  07/11/00   Sale                50,000          61.75
07/11/00   Sale                10,000        61.4741
10/11/00   Sale                18,000        61.4354
10/11/00   Purchase             1,500        61.3750
SAM Special Equity Fund
USD Class.......................  31/05/00   Purchase             3,000        66.4480
20/06/00   Purchase             2,000        65.0000
31/05/00   Sale of Option          30         5.5000
20/06/00   Sale of Option          20         4.5000

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157

(e) General

(i)    Save as set out in this document, neither LASMO nor any:

(aa) director of LASMO, member of his immediate family or (so far as the
directors are aware having made due and careful enquiry) any
connected person;

(bb) subsidiary of LASMO;

(cc)  pension fund of LASMO or any of its subsidiaries;

(dd) bank, stockbroker, financial or other professional adviser (other
than exempt market makers and exempt fund managers) to LASMO or any
person controlling, controlled by or under the same control as such
bank, stockbroker, financial or other professional adviser; or

(ee) person who has an agreement of a kind referred to in Note 6(b) on
Rule 8 of the City Code with LASMO or with any person who is an
associate of LASMO;

owns, controls or (in the case of the directors, their immediate
families and connected persons) is interested in any LASMO Securities
nor any securities convertible into, rights to subscribe for or options
(including traded options) in respect of, nor any derivatives referenced
to, LASMO Securities nor any Amerada Hess Shares nor any securities
convertible into, rights to subscribe for options (including traded
options) in respect of, nor any derivatives referenced to, Amerada Hess
Shares nor has any such person dealt for value therein, in the case of
LASMO and any LASMO director, in the disclosure period and, in any other
case, between 6 November 2000 and  -- December 2000 (being the latest
practicable date prior to the posting of this Offer Document).

(ii)   Save as set out above, neither Amerada Hess nor any director of
Amerada Hess set forth on Schedule VIA, nor any member of his/her
immediate family nor (so far as the directors are aware having made due
and careful enquiry) any connected person nor any person acting in
concert with Amerada Hess nor any person who has an arrangement of a
kind referred to in Note 6(b) on Rule 8 of the City Code with Amerada
Hess or with any person acting in concert with Amerada Hess owns,
controls or (in the case of the directors, their immediate families and
connected persons) is interested in any LASMO Securities nor any
securities convertible into, rights to subscribe for or options
(including traded options) in respect of, nor derivatives referenced to,
LASMO Securities nor any Amerada Hess Shares nor any securities
convertible into, rights to subscribe for or options (including traded
options) in respect of, nor derivatives referenced to, Amerada Hess
Shares nor has any such person dealt for value therein during the
disclosure period.

5.  PURPOSE OF THE OFFER; PLANS FOR LASMO

PURPOSE OF THE OFFER.  The purpose of the Offer is to enable Amerada Hess to
acquire as many outstanding LASMO Securities as possible as a first step in
acquiring the entire equity interest in LASMO. Upon consummation of a compulsory
acquisition, LASMO would become a wholly owned subsidiary of Amerada Hess.

PLANS FOR LASMO.  Subject to certain matters described below, it is currently
expected that, initially following the consummation of the Offer, the business
and operations of LASMO will generally continue as they are currently being
conducted. Amerada Hess will continue to evaluate all aspects of the business,
operations, capitalisation and management of LASMO during the course of the
Offer and after the consummation of the Offer and will take such further actions
as it deems appropriate under the circumstances then existing. Amerada Hess
intends to seek additional information about LASMO during this period.
Thereafter, Amerada Hess intends to review such information as part of a
comprehensive review of LASMO's business, operations, capitalisation and
management.

As a result of the completion of the Offer, the interest of Amerada Hess in
LASMO's net book value and net earnings will be in proportion to the number of
LASMO Securities acquired in the Offer. If the compulsory acquisition is
consummated, Amerada Hess' interest in such items and in LASMO's equity
generally will equal 100 per cent. and Amerada Hess will be entitled to all
benefits resulting from such interest, including all income generated by LASMO's
operations and any future increase in LASMO's value. Similarly, Amerada Hess
will also bear the risk of losses generated by LASMO's operations and

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158

any future decrease in the value of LASMO after the compulsory acquisition.
Subsequent to the compulsory acquisition, current LASMO Securityholders will
cease to have any direct equity interest in LASMO and will not have the right to
vote on corporate matters.

When the Offer becomes or is declared unconditional in all respects, Amerada
Hess intends to procure the making of an application by LASMO for the removal of
LASMO Shares from the Official List of the UK Listing Authority and for the
cancellation of trading in LASMO Shares on the London Stock Exchange's market
for listed securities and also for the de-listing of LASMO ADSs and LASMO Shares
(the LASMO Shares do not trade on the NYSE and are listed on the NYSE only in
connection with the ADS program) from the NYSE. It is anticipated that
cancellation of listing from the Official List and cancellation of trading on
the London Stock Exchange will take effect no earlier than 20 business days
after the Offer becomes or is declared unconditional in all respects. See
paragraph 24 of the Letter from Goldman Sachs and paragraph 13 of Appendix VI of
this Offer Document.

It is expected that, if the Offer is not consummated, LASMO's current
management, under the general direction of the current board of directors and
executive management, will continue to manage LASMO as an ongoing business.

Except as otherwise discussed in this Offer Document, Amerada Hess has no
present plans or proposals that would result in any extraordinary corporate
transaction, such as an acquisition, reorganization, liquidation involving LASMO
or any of its subsidiaries, or purchase, sale or transfer of a material amount
of assets of LASMO or any of its subsidiaries or in any other material changes
to LASMO's capitalisation, dividend policy, corporate structure, business or
composition of the board of directors of LASMO or the management of LASMO,
except that Amerada Hess intends to review the composition of the boards of
directors (or similar governing bodies) of LASMO and its subsidiaries and to
cause the election to such boards of directors (or similar governing bodies) and
appointment to executive management of certain of its representatives.

6.  MATERIAL CONTRACTS

(a) The following contracts (not being contracts entered into in the ordinary
course of business) have been entered into by members of the Amerada Hess
Group in the period since 6 November 1998 (the date two years prior to the
commencement of the Offer Period) and are or may be material:

(i)    An agreement between Amerada Hess and LASMO dated 6 November 2000 as
an inducement to Amerada Hess to make the Offer. Under this agreement,
LASMO has agreed not to solicit a takeover offer from any third party
and to pay L24 million to Amerada Hess if, inter alia, the Offer lapses
or is withdrawn following an announcement, made during the Offer Period,
of any proposal involving a change of control of LASMO by a third party
or any acquisition or disposal of assets with a value in excess of L100
million which, in either case, is completed at any time in 2001 or if,
while the Offer remains open, the directors of LASMO cease to recommend
it or qualify their recommendation or LASMO takes action which will
prevent a condition to the Offer from being fulfilled in a material way.
LASMO has also agreed with Amerada Hess that during the Offer it will
not grant any further subscription rights in respect of new LASMO Shares
and will not allot or issue new LASMO Shares, except insofar as required
under previously granted options or other rights to acquire LASMO Shares
which cannot be satisfied by the payment of cash or the transfer of
existing issued shares.

The agreement also contains certain confirmations from LASMO to Amerada
Hess regarding the ownership of Methodplan, the number of Methodplan
Shares and the ability to use Methodplan Shares to satisfy the exercise
of share options granted to employees of the LASMO Group under certain
LASMO Share Option Schemes. LASMO agrees to procure that Methodplan will
not sell or otherwise dispose of (including pursuant to the Offer) or
otherwise encumber any Methodplan Shares or acquire any further LASMO
Shares. LASMO agrees to procure that Methodplan will accept the Offer in
respect of such shares as Amerada Hess may direct no later than 5
business days after the date of this document. The agreement also
contains details regarding how the exercise of share options under the
LASMO Share Option Schemes and entitlements arising under the LASMO
Equity Plan are to be satisfied.

LASMO provides certain confirmations to Amerada Hess regarding the share
capital of LASMO and the rights of holders under the various LASMO Share
Option Schemes and the LASMO Equity Plan. LASMO agrees to procure that,
during the Offer Period, no further

VI-16

159

awards or grants of options will be made under the LASMO Share Option
Schemes or the LASMO Equity Plan and that LASMO will not allot or issue
any further share capital except as required by the LASMO Share Option
Schemes. LASMO also agrees not to grant any additional remuneration or
benefits to any of its senior executives.

A copy of the inducement agreement is filed as an exhibit to the
Registration Statement of which this Offer Document constitutes a part.

(ii)   Under the terms of a letter dated 5 November 2000 from Amerada Hess
to LASMO, Amerada Hess has agreed to the following arrangements in
relation to employees including directors of LASMO.

Amerada Hess has confirmed that it will operate the existing LASMO Early
Retirement Policy and the LASMO Severance Policy, with its attendant
benefit continuation provisions, in accordance with their current terms
and discretions on any termination by the Company of a current LASMO
employee (other than for cause) within 12 months of the date on which
the Offer becomes or is declared unconditional in all respects. Amerada
Hess will honour all contractual notice provisions and will not seek to
mitigate cash settlement payments due to LASMO staff in respect of any
contractual notice period.

Amerada Hess has agreed to LASMO introducing a retention bonus of 25 per
cent. of basic salary payable to all UK based and expatriate employees
of LASMO (excluding certain senior executives) for a period commencing
on 6 November 2000 and ending on the date on which the Offer becomes or
is declared unconditional in all respects.

LASMO has agreed that the LASMO Remuneration Committee will review and
calculate the awards under the LASMO Equity Plan. Amerada Hess will
accept and implement the decisions of the LASMO Remuneration Committee
providing those decisions do not involve an annualisation calculation in
the overall determination of awards.

(iii)  Under the terms of a letter agreement dated 1 June 2000 between
LASMO and Amerada Hess, Amerada Hess has agreed on behalf of itself and
its advisers that it and they will keep secret and confidential any
confidential information that LASMO provides to any of them in
connection with the Offer. Amerada Hess has also agreed that it will
return all records of confidential information that are capable of being
returned and will destroy all records of confidential information which
cannot be returned.

Amerada Hess has also agreed that neither it nor any companies under its
control, associates, concert parties, professional advisers or directors
will acquire any shares, or rights over shares, in LASMO without LASMO's
consent for a period of nine months from the date of the agreement
unless a third party makes an offer for LASMO.

(iv)  The directors of LASMO, being Joseph Darby, Thierry Hughes Baudouin
Jean-Baptiste de Rudder, Paul Colbeck Murray, Roy Gregory Reynolds,
Nigel Victor Turnbull, Timothy Pienne Brennand, Hugh Edward Norton and
Antony Peverell Hichens, have given irrevocable undertakings to Amerada
Hess and Goldman Sachs (the "DIRECTOR UNDERTAKINGS") pursuant to which
each of the directors of LASMO has undertaken to Amerada Hess that they
will accept the Offer. Each director has also agreed that, until the
date on which the Offer ceases to be open for acceptances, each director
will exercise the voting rights attached to his LASMO Shares
(representing an aggregate of approximately 0.1 per cent. of the LASMO
Shares) in connection with certain resolutions relating to the Offer
only in accordance with Amerada Hess' directions. Each director has also
undertaken to use his best efforts to procure that LASMO and the LASMO
board of directors provide all reasonable assistance to Amerada Hess in
connection with the Offer.

The terms of the Director Undertakings are the same in all material
respects except for the amount of LASMO Shares involved and, in certain
instances, the directors have undertaken in respect of not only existing
LASMO Shares but LASMO Shares that will be derived from certain option
plans. Joseph Darby owns 119,458 LASMO Shares and is entitled to receive
300,869 LASMO Shares pursuant to option plans. Thierry Hughes Baudouin
Jean-Baptiste de Rudder owns a total of 18,275 LASMO Shares. Paul
Colbeck Murray owns a total of 65,300 LASMO Shares and is entitled to
receive 141,039 LASMO Shares pursuant to option plans. Roy Gregory
Reynolds owns a total of 16,465 LASMO Shares. Nigel Victor Turnbull

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160

owns a total of 32,442 LASMO Shares. Timothy Pienne Brennand owns a
total of 16,807 LASMO Shares. Hugh Edward Norton owns a total of 12,442
LASMO Shares. Finally, Antony Peverell Hichens owns a total of 43,122
LASMO Shares. The Director Undertakings have been filed as exhibits to
the Registration Statement of which this Offer Document constitutes a
part and are incorporated herein by reference.

(v)   Two of LASMO's principal shareholders, Electrafina S.A. and Schroder
Investment Management Limited, have each given undertakings (the
"IRREVOCABLE UNDERTAKINGS") to Amerada Hess and Goldman Sachs pursuant
to which Electrafina S.A. and Schroder Investment Management Limited
have undertaken to Amerada Hess that they will accept the Offer insofar
as the relevant clients have not withdrawn or altered their mandate (in
a manner inconsistent with acceptance) at the time required for
acceptance. Electrafina S.A. and Schroder Investment Management Limited
have also agreed that, until the date on which the Offer ceases to be
open for acceptance, Electrafina S.A. and Schroder Investment Management
Limited will exercise the voting rights attached to their LASMO Shares
(such voting rights representing 7.3 per cent. of the entire issued
capital in the case of Electrafina S.A. and 12.8 per cent. of the entire
issued capital in the case of Schroder Investment Management Limited) in
connection with certain resolutions relating to the Offer only in
accordance with Amerada Hess' directions.

Electrafina S.A.'s and Schroder Investment Management Limited's
obligations to accept the Offer will lapse in the event of the
announcement of an offer by a third party for the fully diluted LASMO
Shares which is more than one hundred and ten per cent (110 per cent.)
of the lower of (a) 180p and (b) the Offer as at the close of trading on
the NYSE trading day immediately preceding such announcement
(translating the value of new Amerada Hess Shares from U.S. dollars to
sterling at the exchange rate prevailing at the time).

The terms of the Irrevocable Undertakings with Electrafina S.A. and
Schroder Investment Management Limited are the same in all material
respects except that the Irrevocable Undertaking with Electrafina S.A.
involves 98,336,161 LASMO Shares and the Irrevocable Undertaking with
Schroder Investment Management Limited involves 171,616,233 LASMO
Shares. The irrevocable undertakings have been filed as exhibits to the
Registration Statement of which this Offer Document constitutes a part
and are incorporated by reference herein.

(b) The following contracts (not being contracts entered into in the ordinary
course of business) have been entered into by members of the LASMO Group
since 6 November 1998 (the date two years prior to the commencement of the
Offer Period) and are or may be material:

(i)    an agreement between Amerada Hess and LASMO dated 6 November 2000 as
an inducement to Amerada Hess to make the Offer and relating to the
Methodplan Shares and the LASMO Share Option Schemes as referred to in
paragraph 6(a)(i) above; and

(ii)   an agreement between Amerada Hess and LASMO dated 5 November 2000
relating to certain employee arrangements as referred to in paragraph
6(a)(ii) above.

7.  FINANCING ARRANGEMENTS

It is estimated that full acceptance of the Offer (assuming no LASMO Shareholder
elects for the Loan Note Alternative) would require the payment by Amerada Hess,
under the terms of the Offer, of a maximum cash amount of approximately L1.7
billion. The funds required to make payment under the Offer will be provided by
Amerada Hess in accordance with the following arrangements.

Amerada Hess has entered into two loan agreements (the "CREDIT AGREEMENTS"),
dated 6 November 2000, amended and restated as 14 November 2000, to obtain funds
through two unsecured revolving loan facilities ("CREDIT FACILITY A" and "CREDIT
FACILITY B," hereinafter referred to as the "CREDIT FACILITIES"), to be provided
by the Lenders party to the Credit Agreements and Goldman Sachs Credit Partners
L.P. as joint book runner, joint lead arranger and sole syndication agent, Chase
Securities, Inc. as joint book runner and joint lead arranger and The Chase
Manhattan Bank, N.A., as administrative agent. The total committed funds made
available under the Credit Facilities is $3,000,000,000. Prior to, or
contemporaneously with, borrowing under the Credit Facilities, Amerada Hess
shall have received acceptances for or acquired and/or agreed to acquire,
whether pursuant to the Offer or otherwise, LASMO Shares (including in ADS form)
carrying in aggregate at least 75% of each class of the voting shares of LASMO.
Amerada Hess may elect borrowings that will bear interest at a rate determined
by
VI-18

161

reference to the prime rate of a bank to be designated by Amerada Hess or at a
rate determined by reference to LIBOR. There is also a competitive bid loan
option which could result in other interest rates. The Credit Facilities shall
terminate on the earlier to occur of (i) in the case of Credit Facility A, 5
November 2001, and, in the case of Credit Facility B, 6 November 2005, (ii) the
date on which the Offer lapses (having not been declared unconditional in all
respects), is withdrawn, or is referred to specified European Competition
Authorities or (iii) certain specified dates if the documentation relating to
the Offer has not been mailed prior to such date. There are currently no
alternative financing arrangements in the event the Credit Facilities become
unavailable. Amerada Hess has not concluded arrangements to finance or repay the
Credit Facilities but will repay the Credit Facilities in accordance with the
terms of the Credit Agreements. Following completion of the compulsory
acquisition procedures, Amerada Hess may utilise a portion of LASMO's cash flow
to repay indebtedness, including interest, incurred under the Credit Facilities.
The Credit Agreements have been filed as exhibits to the Registration Statement
of which this document constitutes a part and are incorporated by reference
herein.

Goldman Sachs has indicated that it is satisfied that sufficient resources are
available to Amerada Hess to satisfy full acceptance of the Offer.

8.  SERVICE AGREEMENTS AND COMPENSATION OF THE DIRECTORS OF LASMO

The following are details of the service agreements of the directors of LASMO
which have more than 12 months to run from the date of this document:

Services of Joseph Darby

Mr. Darby is employed as Chief Executive of LASMO under a service agreement with
LASMO dated 1 July 1999.

The period of notice required to be given by the Company to terminate Mr.
Darby's employment was two years prior to 1 September 1999. Since that date the
period has been reducing by one month for every two months' service. After 30
June, 2001 the period will be 12 months and will not further reduce. Mr. Darby's
employment may also be terminated by six months' written notice from Mr. Darby.

His annual salary was increased to L385,000 per annum (from L360,000) with
effect from 1 April 2000.

Services of Paul Murray

Mr. Murray is employed as Group Finance Director of LASMO under a service
agreement with LASMO dated 1 July 1999.

The period of notice required to be given by the Company to terminate Mr.
Murray's employment was two years prior to 1 September 1999. Since that date the
period has been reducing by one month for every two months' service. After 30
June, 2001 the period will be 12 months and will not further reduce. Mr.
Murray's employment may also be terminated by six months' written notice from
Mr. Murray.

His annual salary was increased to L244,000 per annum (from L228,000) with
effect from 1 April 2000.

Mr. Darby, Mr. Murray and Mr. O'Brien are also entitled to a company car or to
receive a cash allowance in lieu of a car and to full membership of LASMO's
private health insurance scheme, which also covers their wives and any dependent
children.

Services of Antony Hichens

Mr. Hichens is engaged as Chairman of LASMO under an agreement with LASMO dated
5 May 2000. Under the terms of the agreement, the engagement of Mr. Hichens may
be terminated by the Company or Mr. Hichens giving not less than 12 months'
written notice.

Mr. Hichens receives fees of L200,000 per annum.

Save as disclosed in this paragraph 8, there are no service contracts between
any director of LASMO and LASMO or any subsidiary of LASMO having more than 12
months to run and no such contract has been entered into or amended or replaced
within 6 months preceding the date of this document.

VI-19

162

EQUITY PLAN

Mr. Darby, Mr. Murray and Mr. O'Brien participate, together with a restricted
population of the Company's most senior executives, in the Equity Plan. Mr.
Darby, Mr. Murray and Mr. O'Brien are entitled to acquire (for no consideration)
a number of LASMO Shares allocated to them under the Equity Plan. The allocation
has been based on a percentage of salary and calculated by reference to share
price.

Subject to the satisfaction of two performance targets, the actual number of
LASMO Shares (if any) which may be released to each participant in respect of
any Equity Plan year is determined after the end of the three year performance
period. The performance targets operate as follows: first, the number of LASMO
Shares notionally allocated to a participant will be adjusted so that, on a
sliding scale, 100 per cent. is carried forward if there is an increase in the
LASMO share price of 2.5 per cent. per annum over the percentage increase in the
Retail Prices Index (All items) over the performance period, with a further 100
per cent. for each additional 5 per cent. per annum increase over the percentage
increase in the Retail Prices Index (All items). The increased number is then
adjusted by a multiple which is determined by comparing the total shareholder
return of LASMO over the performance period (change in share price plus
re-invested dividends) relative to the total shareholder return of a comparator
group of 11 international oil and gas exploration and production companies (the
"Comparator Group") of LASMO over the performance period to LASMO ordinary
shareholders against the Comparator Group.

On a change of control of LASMO the performance period under the Plan is deemed
to end on the date of change of control or such other date as the Remuneration
Committee may decide. The calculation of entitlements under the Plan will be
based upon share price growth and relative performance against the peer group up
to the date of the change of control. Although individual entitlements, can only
be determined once that date is known, the Remuneration Committee's estimates of
the likely entitlements of Mr. Darby, Mr. Murray and Mr. O'Brien under the Plan
(which it is proposed to satisfy in cash, in accordance with the Rules of the
Plan) are    --   ,    --   and    --   LASMO Shares respectively.

ANNUAL BONUS

Mr. Darby, Mr. Murray and Mr. O'Brien are eligible to receive a bonus under the
annual bonus scheme, which rewards the achievement of challenging targets set in
advance and related to the short term performance of the business and personal
objectives. Targets are set through the annual performance appraisal process and
include achievement of quantifiable performance elements. A maximum bonus of 60
per cent. of base salary may be paid where exceptional performance is achieved.
All annual bonus payments are non-pensionable.

SHARE OPTION SCHEMES

Options over ordinary shares in the Company have been granted to Mr. Darby, Mr.
Murray and Mr. O'Brien under the LASMO Share Option Scheme, formerly known as
the LASMO 1984 Executive Share Option Scheme (the "LASMO SCHEME") and the LASMO
International Share Option Scheme, formerly known as the LASMO International
Executive Share Option Scheme (the "INTERNATIONAL SCHEME"). Such options are
normally exercisable between three and ten years after grant. The LASMO Scheme
is an Inland Revenue approved scheme. The International Scheme is unapproved,
with UK and overseas executives eligible to participate. Options may be granted
at not less than the market value of an ordinary share of the Company on the
date of grant. The aggregate price payable by a participant on the exercise of
all options under the LASMO Scheme, the International Scheme and the closed
LASMO Executive Share Option Scheme established in 1980 (the "1980 SCHEME"), in
any ten year period, may not exceed four times such participant's annual
earnings. The Company's policy has been that, whilst higher awards may be given
to reward exceptional individual performance, the grant of options to an
individual at any one time should not normally exceed an amount equivalent to 40
per cent. of that individual's annual earnings.

The exercise of options granted under the LASMO Scheme and the International
Scheme since April 1995, has been subject to the achievement of specified total
shareholder targets relative to the total shareholder return of a group of
comparator companies.

The performance target need not be satisfied where options are exercised
following a change of control in LASMO (as defined under the rules of the
relevant plan).

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No options have been granted under the LASMO Share Option Schemes to Mr. Darby
and Mr. Murray since 1995 because they are eligible to participate in the LASMO
Equity Plan.

SAYE SHARE OPTION SCHEME

Mr. Darby, Mr. Murray and Mr. O'Brien are participants in the SAYE Share Option
Scheme and are invited to save up to L250 a month for three or five years to
acquire LASMO Shares at not less than 80 per cent. of the mid-market price of a
LASMO Share on the business day preceding the invitation date.

9.  BACKGROUND TO THE OFFER

On 26 January 2000, John B. Hess, Chairman of the Board and Chief Executive
Officer of Amerada Hess, and W. S. H. Laidlaw, President and Chief Operating
Officer of Amerada Hess, met with Rudolph Agnew, then Chairman of LASMO and
Joseph Darby, Chief Executive Officer of LASMO, to discuss the possible sale of
part of LASMO's interest in the Dacion project in Venezuela and LASMO's
properties in Algeria. During this meeting, the issue of possible broader
combinations, including the sale of all the share capital of LASMO to Amerada
Hess, was raised in general terms without being pursued further. This meeting
followed an earlier meeting on 22 December 1999 between Mr. Laidlaw and Mr.
Darby to discuss LASMO's Venezuelan and Algerian assets, during which Mr.
Laidlaw and Mr. Darby agreed that it would be appropriate for their respective
Chairmen, Mr. Hess and Mr. Agnew, to meet to discuss possibilities for the two
companies to work together.

During the period from February to April 2000, Amerada Hess personnel visited
LASMO data rooms and attended presentations relating to LASMO's Venezuelan and
Algerian assets. On 30 April 2000, Messrs. Hess and Laidlaw met again with
Messrs. Agnew and Darby. At this meeting, Amerada Hess made an indicative offer
for 50 per cent. of the Dacion asset and also discussed generally the
possibility of a broader combination of the two companies. The representatives
of LASMO indicated support for a broader combination in concept but noted that
Mr. Agnew was retiring.

On 21 May 2000, Messrs. Hess and Laidlaw met with LASMO's new Chairman, Antony
Hichens. Mr. Hichens indicated that the Dacion offer was not acceptable but
expressed interest in a combination of the two companies. He agreed to limited
due diligence for the purpose of permitting Amerada Hess to formulate a bid. On
30 May 2000, Amerada Hess signed a confidentiality agreement which included a
standstill agreement not to pursue an unsolicited bid for LASMO through 1
December 2000 (subsequently extended to 1 March 2001). Soon thereafter, Amerada
Hess personnel met with LASMO personnel to conduct limited due diligence.

On 6 June 2000, Amerada Hess received a letter from Schroder Salomon Smith
Barney, financial advisor for LASMO, outlining the terms that LASMO would expect
to be addressed in a formal offer for LASMO. On 20 June 2000 Mr. Hess met with
Mr. Hichens in London and submitted an offer for the acquisition by Amerada Hess
of the outstanding capital stock of LASMO for approximately 2/3 cash and 1/3
Amerada Hess common stock. Mr. Hichens declined the offer on the grounds of
insufficient price.

On 28 June 2000, Mr. Hess telephoned Mr. Hichens and offered an increased price,
with the same percentage combination of cash and stock. Mr. Hichens responded
with a counter proposal which Amerada Hess deemed unacceptable as it would have
effectively increased the per share purchase price by a substantial amount.

On 5 July 2000, Mr. Hess received a letter from Mr. Hichens restating the price
he would accept, which in Amerada Hess' view did not indicate any movement. On 7
July 2000, Mr. Hess made a final offer. On 12 July 2000 Mr. Hichens rejected a
final bid and discussions for the purchase of LASMO ended. However, each
chairman left open the possibility of continuing to explore the possibility of
Amerada Hess acquiring an interest in Dacion.

Throughout late July and August 2000, discussions continued concerning the
acquisition by Amerada Hess of a 50 per cent. interest in Dacion. Amerada Hess'
first offer, made on 10 August 2000 was rejected by LASMO. Amerada Hess
subsequently revised that offer to increase its bid, but on 29 September 2000,
Mr. Darby telephoned Mr. Laidlaw to say that the Dacion offer was unlikely to be
acceptable to the LASMO Board and that the LASMO Board was considering its
strategic alternatives. On 9 October, Mr. Darby confirmed to Mr. Laidlaw that
Amerada Hess' bid for the Dacion interest was not likely to be acceptable to
LASMO's Board. On 10 October, Mr. Hess telephoned Mr. Hichens to

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express his continuing hope that Amerada Hess' bid for the Dacion interest would
be accepted and his view that this joint venture would be the basis for the two
companies to work together.

On a telephone call on 12 October 2000, Mr. Hess and Mr. Hichens agreed to
re-open discussions on the acquisition of LASMO. Mr. Hess requested that Mr.
Hichens make a clear statement of LASMO's position which had the full support of
the LASMO Board. On 19 October 2000, Mr. Hichens, in a telephone call to Mr.
Hess, outlined a proposal which he stated the LASMO Board would find acceptable
for the purchase by Amerada Hess of all the outstanding shares of LASMO,
including a cash component and a share component based on a fixed exchange
ratio. Mr. Hess indicated that he would study the proposal and review it with
the Amerada Hess Board.

Following this call, Amerada Hess formulated a new bid. Amerada Hess' management
concluded that due principally to favourable movements in the dollar/sterling
exchange rate and increases in crude prices since 12 July 2000, the date at
which negotiations had previously ended, Amerada Hess was in a position to
increase its bid. Management concluded that it could further reduce the risk of
the higher bid price by hedging the foreign currency exchange exposure and could
hedge the risk to future cash flows by selling forward a substantial portion of
LASMO's anticipated crude oil production for 2001 at the current favourable
market prices.

Amerada Hess management reviewed the revised bid with its Board on 25 October
2000, and the Amerada Hess Board authorised Mr. Hess to make the proposal to
LASMO. On 26 October 2000, Mr. Hess presented a revised bid to Mr. Hichens of
180 pence per share, with a fixed exchange ratio of 1 share of Amerada Hess
stock for every 78.7 shares of LASMO stock using an Amerada Hess share closing
price on the date immediately preceding announcement, with the remainder of the
consideration to be paid in cash. Mr. Hess noted that the bid was subject to
final confirmatory due diligence. Mr. Hichens indicated that he approved the
revised bid and would recommend the offer to his Board. On 27 October 2000, Mr.
Darby notified Mr. Hess that the LASMO Board had unanimously approved the offer,
subject to satisfactory negotiation of final documentation.

Commencing the week of 30 October 2000, Amerada Hess conducted final due
diligence and, in consultation with LASMO, finalised documentation in
preparation for the Announcement on 6 November 2000. The transaction was given
final approval by the Amerada Hess Board on 5 November 2000. A committee of the
LASMO Board gave final approval to the Offer on 5 November 2000, having been
duly authorized to do so by the full Board.

10. RIGHTS ATTACHING TO NEW AMERADA HESS SHARES TO BE ISSUED AS CONSIDERATION
UNDER THE OFFER

The new Amerada Hess Shares will rank pari passu in all respects with existing
Amerada Hess common stock, including the right to any dividends and other
distributions declared, paid or made by reference to a record date after the
date on which they are issued. For the avoidance of doubt, LASMO Securityholders
will not be entitled to the dividend of Amerada Hess expected to be declared in
December 2000 and paid on or about 3 January 2001.

The new Amerada Hess Shares will be delivered in accordance with the terms of
the Offer and will be fully paid and free from all liens, equities, charges,
equitable interests, encumbrances and other interests (other than those created
by a LASMO Securityholder) and together with all rights now or hereafter
attaching thereto.

The sterling value of any investment in Amerada Hess Shares and any dividend
income from that investment (payable in US dollars and subject to US withholding
tax) will be affected by the dollar to sterling exchange rate from time to time.

The new Amerada Hess Shares are expected to be authorised for listing, subject
to official notice of issuance, on the NYSE, but they will not be listed or
traded on the London Stock Exchange or any other stock exchange.

11. COMPULSORY ACQUISITION

If, within four months after the date of this document, as a result of the Offer
or otherwise, Amerada Hess acquires or contracts to acquire LASMO Securities
representing at least 90 per cent. in nominal value of LASMO Shares (including
LASMO Shares represented by LASMO ADSs) to which the Offer relates, then:

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(i)    Amerada Hess will be entitled and intends to effect the compulsory
acquisition procedures provided for in sections 428 to 430F of the
Companies Act (set out in Appendix VIII to this document) to compel the
purchase of any outstanding LASMO Securities on the same terms as
provided in the Offer in accordance with the relevant procedures and
time limits described in the Companies Act; and

(ii)   a holder of LASMO Securities may require Amerada Hess to purchase
his LASMO Securities on the same terms as provided in he Offer in
accordance with the relevant procedures and time limits described in
section 430A of the Companies Act.

If, for any reason, the above mentioned compulsory acquisition procedures are
not invoked, Amerada Hess will evaluate other alternatives to obtain the
remaining LASMO Securities not purchased pursuant to the Offer or otherwise.
Such alternatives could include acquiring additional LASMO Securities in the
open market, in privately negotiated transactions, through another offer to
purchase, by means of a scheme of arrangement under the Companies Act or
otherwise. Any such additional acquisitions could be for a consideration greater
or less than, or equal to, the consideration for LASMO Securities under the
Offer. However, under the City Code, except with the consent of the Panel,
Amerada Hess may not acquire any LASMO Securities on better terms than those of
the Offer within six months of termination of the Offer if Amerada Hess,
together with any persons acting in concert with it (as defined by the City
Code), holds shares carrying more than 50 per cent. of the voting rights
normally exercisable at general meetings of LASMO.

Holders of LASMO Securities do not have appraisal rights as a result of the
Offer. However, in the event that the compulsory acquisition procedures referred
to above are available to Amerada Hess, holders of LASMO Securities whose LASMO
Securities have not been purchased pursuant to the Offer will have certain
rights to object under section 430C of the Companies Act.

12. REGULATORY APPROVALS

(A) UK MERGER CONTROL

Under the City Code, it is a mandatory term of a UK public offer that the
offer will lapse if the Secretary of State for Trade and Industry
("SECRETARY OF STATE") should refer the offer to the Competition Commission
prior to consummation of the offer. While notification to the Office of
Fair Trading ("OFT") is voluntary, the OFT may, of its own accord, initiate
a review into a transaction where it considers that the transaction will
qualify for investigation within the meaning of the Fair Trading Act 1973
("FTA"). Such a review may be initiated at any time up to four months
following public announcement of a completed transaction.

As the Offer gives rise to a merger situation qualifying for investigation
within the meaning of the FTA, the Offer has been made conditional on it
being indicated, on terms satisfactory to Amerada Hess, that the Secretary
of State does not intend to refer the Offer to the Competition Commission.

Amerada Hess submitted a statutory merger notice to the OFT on 23 November
2000. The OFT has an initial period of 20 working days, which began on 24
November 2000, in which to review the transaction following which the
Secretary of State will issue his decision as to whether to refer the Offer
for investigation by the Competition Commission. This period is due to
expire at midnight on 21 December 2000. The OFT is entitled, however, to
extend this initial review period by a further 15 working days, in which
case the review period would expire at midnight on 19 January 2001. If,
following the expiry of the relevant period, no decision has been taken to
refer the Offer to the Competition Commission, the Offer will be deemed to
have been cleared. In the event that the Offer is referred to the
Competition Commission, the Offer will lapse.

During the initial review period, the OFT may request further information
on the notified transaction, and will seek comments from third parties. The
OFT will also announce its review of the Offer on the London Stock
Exchange's Regulatory News Service and invite comments from third parties
within a specified period. The OFT may contact major customers and
competitors of the parties. Should the OFT conclude that the Offer gives
rise to substantive competition or other public interest concerns, it will
also seek the views of the Mergers Panel, a non-statutory body on which all
interested governmental departments are represented. In any event, the OFT
will, following its initial review of the Offer, submit a written
recommendation to the Secretary of State. The Secretary of State, who is
not obliged to follow the recommendation of the OFT, will then issue his
decision as to whether the Offer will be referred for an in-depth
investigation by the Competition Commission.
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While Amerada Hess does not consider that the Offer will give rise to any
substantive competition issues, there can be no assurance that the Offer
will not be referred to the Competition Commission.

(B) US ANTITRUST

Under the HSR Act and the rules that have been promulgated thereunder by
the Federal Trade Commission ("FTC"), certain mergers and acquisitions may
not be consummated unless certain information has been furnished to the
Antitrust Division of the Department of Justice (the "Antitrust Division")
and the FTC and certain waiting period requirements have been satisfied.
The acquisition of the LASMO Securities by Amerada Hess pursuant to the
Offer is subject to the HSR Act requirements.

Under the provisions of the HSR Act applicable to the purchase of the LASMO
Securities pursuant to the Offer, such purchase may not be made until the
expiration of a thirty calendar day waiting period following the required
filing of a Notification and Report Form under the HSR Act by Amerada Hess
submitted on 1 December 2000. Accordingly, the waiting period under the HSR
Act will expire at 11:59 PM, New York City time, on 31 December 2000 the
thirtieth calendar day following filing of the Notification and Report Form
by Amerada Hess unless early termination of the waiting period is granted
or Amerada Hess receives a request for additional information or
documentary material prior thereto. If either the FTC or the Antitrust
Division were to request additional information or documentary material
from Amerada Hess prior to the expiration of the thirty day waiting period,
the waiting period would be extended and would expire at 11:59 PM, New York
City time, on the twentieth calendar day after the date of substantial
compliance by Amerada Hess with such request. Thereafter, the waiting
period could be extended only by court order or by consent of Amerada Hess.
If the acquisition of the LASMO Securities is delayed pursuant to a request
by the FTC or the Antitrust Division for additional information or
documentary material pursuant to the HSR Act, the purchase of and payment
for the LASMO Securities pursuant to the Offer will be deferred until
twenty days after the request is substantially complied with unless the
waiting period is terminated sooner by the FTC or the Antitrust Division
(and assuming all of the other Offer conditions have been satisfied or
waived). Only one extension of such waiting period pursuant to a request
for additional information or documentary material is authorized by the
rules promulgated under the HSR Act, except by court order or by consent.
Although LASMO is required to file certain information and documentary
material with the Antitrust Division and the FTC in connection with the
Offer, neither LASMO's failure to make such filings nor a request to LASMO
from the Antitrust Division or the FTC for additional information or
documentary material will extend the waiting period. However, if the
Antitrust Division or the FTC raises substantive issues in connection with
a proposed transaction, the parties frequently engage in negotiations with
the relevant governmental agency concerning possible means of addressing
these issues and may agree to delay consummation of the transaction while
such negotiations continue.

The Antitrust Division and the FTC frequently scrutinize the legality under
the antitrust laws of transactions such as the proposed acquisition of the
LASMO securities by Amerada Hess pursuant to the Offer. At any time before
or after Amerada Hess' purchase of the LASMO Securities, either the
Antitrust Division or the FTC could take such action under the antitrust
laws as it deems necessary or desirable in the public interest, including
seeking to enjoin the acquisition of the LASMO securities pursuant to the
Offer or seeking divestiture of the LASMO Securities acquired by Amerada
Hess or divestiture of substantial assets of Amerada Hess, LASMO or any of
their respective subsidiaries. State attorneys general may also bring legal
action under the antitrust laws, and private parties may bring such action
under certain circumstances. Amerada Hess believes that the acquisition of
the LASMO Securities by Amerada Hess will not violate the antitrust laws.
Nevertheless, there can be no assurance that a challenge to the Offer on
antitrust grounds will not be made or, if a challenge is made, what the
result will be. See Appendix I for certain conditions to the Offer,
including conditions with respect to litigation and certain governmental
actions.

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13. CERTAIN CONSEQUENCES OF THE OFFER

(A) MARKET EFFECT

The past performance of the price of LASMO Shares and LASMO ADSs is no
guide to the future performance of LASMO Securities.

The purchase of LASMO Securities pursuant to the Offer will reduce the
number of holders of LASMO Securities and the number of LASMO Securities
that might otherwise trade publicly and, depending upon the number of LASMO
Securities so purchased, could adversely affect the liquidity and market
value of the remaining LASMO Securities held by the public. In addition,
when the Offer becomes or is declared unconditional in all respects,
Amerada Hess intends to procure the making of an application by LASMO for
the removal of LASMO Shares from the Official List of the UK Listing
Authority and for the cancellation of trading in LASMO Shares on the London
Stock Exchange's market for listed securities and also for the de-listing
of LASMO ADSs and LASMO Shares (the LASMO Shares do not trade on the NYSE
and are listed on the NYSE only in connection with the ADS program) from
the NYSE. It is anticipated that cancellation of listing from the Official
List and cancellation of trading on the London Stock Exchange will take
effect no earlier than 20 business days after the Offer becomes or is
declared unconditional in all respects. While it is anticipated that
cancellation of both listings will take place at the same time,
cancellation of the listing of the LASMO ADSs and LASMO Shares on the NYSE
could take effect earlier than cancellation of the listing of the LASMO
Shares on the London Stock Exchange. Amerada Hess also intends that LASMO
should terminate the LASMO ADR facility in accordance with the deposit
agreement relating thereto and terminate the registration of the LASMO ADSs
and LASMO Shares under the Exchange Act.

The value of all investments and the outcome from them can fall as well as
rise and not all the amount invested may be realised. LASMO Securityholders
accepting the Offer and electing to receive consideration in US dollars
should be aware that they will be exposed to foreign currency risk.

(B) PUBLIC AVAILABILITY OF INFORMATION

In the event that LASMO Shares continue to be listed on the London Stock
Exchange following the Offer becoming or being declared unconditional,
holders of LASMO Shares who have not accepted the Offer will continue to
receive the same financial and other information from LASMO that LASMO is
presently required by the rules of the London Stock Exchange to send to
such holders. If LASMO Shares are no longer listed on the London Stock
Exchange following the Offer, LASMO would no longer be required by those
rules to make publicly available such financial and other information.

The LASMO ADSs and the LASMO Shares (not for trading but in support of the
LASMO ADSs) are currently registered under the Exchange Act. Registration
of such LASMO ADSs and LASMO Shares may be terminated upon application of
LASMO to the SEC if LASMO ADSs are neither listed on a national securities
exchange nor held by 300 or more beneficial owners in the US. Termination
of registration of LASMO ADSs and LASMO Shares under the Exchange Act would
substantially reduce the information required to be furnished by LASMO to
holders of LASMO ADSs and to the SEC and would make certain provisions of
the Exchange Act, such as the requirements of Rule 13e-3 thereunder with
respect to "going private" transactions, no longer applicable to LASMO.
Furthermore, "affiliates" of LASMO and persons holding "restricted
securities" of LASMO may be deprived of the ability to dispose of such
securities pursuant to Rule 144 promulgated under the Securities Act. If,
as a result of the purchase of LASMO ADSs pursuant to the Offer and prior
to completing the compulsory acquisition procedures referred to in
paragraph 11 above, LASMO is not required to maintain registration of LASMO
ADSs and LASMO Shares under the Exchange Act, Amerada Hess intends to cause
LASMO to apply for termination of such registration. If registration of
LASMO ADSs and LASMO Shares is not terminated prior to completion of the
aforementioned compulsory acquisition procedures, then, following
completion of the aforementioned compulsory acquisition procedures, LASMO
ADSs will cease trading on the NYSE and the registration of LASMO ADSs and
LASMO Shares under the Exchange Act would be terminated.

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(C) MARGIN SECURITIES

LASMO ADSs and LASMO Shares are currently "margin securities" under the
regulations of the board of Governors of the US Federal Reserve System,
which status has the effect, among other things, of allowing US brokers to
extend credit on the collateral of LASMO ADSs and LASMO Shares for purposes
of buying, carrying and trading in securities ("PURPOSE LOANS"). Depending
on factors such as the number of holders of record LASMO ADSs and LASMO
Shares and the number and market value of publicly held LASMO ADSs and
LASMO Shares following the purchase of LASMO Securities pursuant to the
Offer, it is possible that LASMO ADSs and LASMO Shares would no longer be
eligible for listing on the NYSE. As a result, LASMO ADSs and LASMO Shares
might no longer constitute margin securities and, therefore, could no
longer be used as collateral for Purpose Loans made by US brokers.

14. UNITED KINGDOM TAXATION

The statements below summarise the opinion of Freshfields Bruckhaus Deringer, UK
counsel to Amerada Hess, received by the Directors of Amerada Hess in relation
to certain aspects of the UK tax treatment and consequences of the Offer for
LASMO Shareholders. They are intended only as a general guide to current UK tax
law and practice for LASMO Shareholders who are resident or ordinarily resident
in the UK for tax purposes, who are the beneficial owners of their LASMO Shares
and who hold them as investments. ANY PERSON WHO IS IN ANY DOUBT AS TO HIS TAX
POSITION OR WHO MAY BE SUBJECT TO TAX IN ANY JURISDICTION OUTSIDE THE UK SHOULD
CONSULT AN APPROPRIATE PROFESSIONAL ADVISER.

(A) UK TAXATION OF CHARGEABLE GAINS ("CGT")

Liability to CGT will depend on the particular circumstances of LASMO
Shareholders and on the form of consideration received.

(i)  Cash

An accepting LASMO Shareholder will generally, to the extent that he
receives cash under the Offer, be treated as effecting a disposal or part
disposal of his LASMO Shares for the purposes of CGT and may, depending on
his individual circumstances, incur a liability to CGT. Special rules apply
for the purposes of CGT where a holder of LASMO Shares receives cash and
new Amerada Hess Shares and/or Loan Notes, and the amount of cash received
is "small" compared with the value of his LASMO Shares. For these purposes
the receipt of an amount of cash of five per cent. or less of the market
value of the LASMO Shares will be treated as "small". The Inland Revenue
will also accept that an amount in cash is "small" if it is L3,000 or less,
even if it exceeds five per cent. of the market value of the LASMO Shares
in respect of which it is received. In such cases there will generally be
no disposal or part disposal of the holder's LASMO Shares in respect of the
receipt of cash. The amount of the cash received will instead be deducted
from the LASMO Shareholder's allowable expenditure in computing a
chargeable gain or allowable loss on a subsequent disposal of new Amerada
Hess Shares or Loan Notes.

(ii)  Receipt of new Amerada Hess Shares and Loan Notes

A LASMO Shareholder not holding (either alone or together with persons
connected with him) more than five per cent. of LASMO Shares or any other
class of shares in or debentures of LASMO should not, to the extent that he
receives new Amerada Hess Shares or Loan Notes under the Offer, be treated
as having made a disposal of LASMO Shares for the purposes of taxation of
chargeable gains. Any chargeable gain or allowable loss which would
otherwise have arisen on a disposal of his LASMO Shares will, in the case
of an individual or other non-corporate shareholder, be "rolled-over" into
the new Amerada Hess Shares and the Loan Notes, and the new Amerada Hess
Shares and the Loan Notes, as the case may be, will be treated as the same
asset as his LASMO Shares acquired at the same time and for the same
consideration as he acquired his LASMO Shares.

To the extent that such a LASMO Shareholder which is within the charge to
corporation tax receives new Amerada Hess Shares, any chargeable gain or
allowable loss which would otherwise have arisen on a disposal of its LASMO
Shares will be "rolled-over" into the new Amerada Hess Shares and the new
Amerada Hess Shares will be treated as the same asset as its LASMO Shares
acquired at the same time and for the same consideration as it acquired its
LASMO Shares. To the
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extent that it receives Loan Notes, any chargeable gain or allowable loss
which would otherwise have arisen on a disposal of its LASMO Shares for a
consideration equal to market value at the time of the exchange of the
LASMO Shares for Loan Notes will be "held-over" and deemed to accrue on a
subsequent disposal (including on redemption or repayment) of the Loan
Notes.

Any LASMO Shareholder who holds (either alone or together with persons
connected with him) more than five per cent. of LASMO Shares or any other
class of shares in, or debentures of, LASMO is advised that an application
for clearance will be made to the Inland Revenue under Section 138 of the
Taxation of Chargeable Gains Act 1992 in respect of the Offer, although
receipt of such clearance is not a condition of the Offer. Provided such
clearance is given, any such shareholder will be treated in the manner
described in the preceding paragraphs.

(iii) Disposal of new Amerada Hess Shares or Loan Notes

A subsequent disposal of new Amerada Hess Shares or of Loan Notes
(including on redemption or repayment) may result in a liability to UK
taxation of chargeable gains.

For a LASMO Shareholder who is an individual or other non-corporate
shareholder, the Loan Notes should not constitute qualifying corporate
bonds for the purposes of UK taxation of chargeable gains. Accordingly, any
chargeable gain or allowable loss on disposal (including on redemption or
repayment) of the Loan Notes should, in the same way as any chargeable gain
or allowable loss on the disposal of new Amerada Hess Shares, be calculated
taking into account the allowable original cost to the holder of acquiring
the relevant LASMO Shares. Indexation allowance on that cost should be
available (when calculating a chargeable gain but not an allowable loss) in
respect of the period of ownership of the LASMO Shares up to April 1998.
Thereafter, taper relief may be available to reduce the amount of
chargeable gain realised on the subsequent disposal. In broad terms it is
expected that the allowable original cost of the relevant LASMO Shares will
be apportioned to the new Amerada Hess Shares and/or the Loan Notes and/or
the cash received, according to their respective market values at the time
of the exchange of the LASMO Shares.

For a LASMO Shareholder within the charge to corporation tax, the Loan
Notes will be qualifying corporate bonds for the purposes of UK taxation of
chargeable gains. Accordingly, no indexation allowance will be available
for the period of ownership of the Loan Notes and, except to the extent
that any chargeable gain or allowable loss which would otherwise have
arisen on the disposal of its LASMO Shares was "held over" and crystallises
on the subsequent disposal as described above, no chargeable gain or
allowable loss shall arise. For a LASMO Shareholder within the charge to
corporation tax, any chargeable gain or allowable loss on the subsequent
disposal of new Amerada Hess Shares should be calculated taking into
account the original cost to the holder of acquiring the relevant LASMO
Shares and (when calculating a chargeable gain but not an allowable loss)
indexation allowance on that cost. In broad terms it is expected that the
allowable original cost of the relevant LASMO Shares will be apportioned to
the new Amerada Hess Shares and/or the Loan Notes and/or the cash received,
according to their respective market values at the time of the exchange of
the LASMO Shares.

(B) TAXATION OF DIVIDENDS PAID ON NEW AMERADA HESS SHARES

Holders will, in general, be subject to UK income tax or corporation tax on
the gross amount of dividends paid on the new Amerada Hess Shares. An
individual shareholder will generally be chargeable to income tax on such
dividends at the Schedule F ordinary rate (currently 10 per cent.) or, to
the extent that his or her income exceeds the threshold for higher rate
tax, at the Schedule F upper rate (currently 32.5 per cent.). Credit will
be available against income or corporation tax for any United States tax
required to be deducted or withheld from the dividends, provided that such
credit will not exceed the credit which would have been allowed had all
reasonable steps been taken (including any claims which could be made by
the holder under the terms of the double taxation agreement between the
United States and the United Kingdom) to minimise such United States tax.

In relation to any dividends paid on the new Amerada Hess Shares prior to 1
April 2001, where a person in the United Kingdom in the course of a trade
or profession either:

(i)    acts as custodian of the new Amerada Hess Shares and receives such
dividends, or directs that such dividends be paid to another person, or
consents to such payment; or

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(ii)   collects or secures payment of or receives such dividends for a
holder; or

(iii)  otherwise acts for another person in arranging to collect or secure
payment of such dividends for such a person;

except by means only of clearing a cheque or arranging for the clearing of
a cheque, that person (the "COLLECTING AGENT") is liable to account for
income tax at the Schedule F ordinary rate (currently 10 per cent.) on such
dividends (subject to giving credit for any United States tax required to
be deducted or withheld from the dividends) and is entitled to deduct an
amount in respect thereof unless an exemption from such liability is
applicable, including, for example, where:

(i)    the person beneficially entitled to the such dividends beneficially
owns the new Amerada Hess Shares and is not resident in the United
Kingdom; or

(ii)   the dividends arise to trustees not resident in the United Kingdom
of certain discretionary or accumulation trusts (where, inter alia, none
of the beneficiaries of the trust is resident in the United Kingdom); or

(iii)  the person beneficially entitled to the dividends is eligible for
certain relief from tax in respect of the dividends (for example,
charities or pension funds).

In the case of each of the above exceptions (I) to (III), conditions
imposed by regulations may have to be satisfied for the relevant
exception to be available. Where income tax is deducted it will be paid
to the Inland Revenue. The tax deducted will be credited against the
holder's liability to the UK income tax or corporation tax; in
appropriate cases, holders will be liable to a higher rate of income tax
in addition to the tax deducted, or will be entitled to a refund where
the amount deducted exceeds their liability to UK taxation.

The obligation on persons in the United Kingdom who pay or collect
dividends to account for withholding tax in certain circumstances as
described above will cease to apply in relation to payments made on or
after 1 April 2001.

Persons paying or receiving dividends on or after 6 April 2001 may be
required to provide certain information to the Inland Revenue, which
could include the name and address of the person beneficially entitled
to the dividends.

(C) LASMO SHARE OPTION SCHEMES

Special tax provisions may apply to LASMO Shareholders who acquired their
LASMO Shares by exercising options under the LASMO Share Option Schemes,
including provisions imposing a charge to income tax.

(D) TAXATION OF INTEREST ON THE LOAN NOTES

Holders will, in general, be subject to UK income tax or corporation tax on
interest paid on the Loan Notes. Individual shareholders whose total income
does not exceed the threshold for higher rate tax will generally be
chargeable to UK income tax on such interest at the lower rate (currently
20 per cent.). Credit will be available against UK income or corporation
tax for any United States tax required to be deducted or withheld from the
interest, provided that such credit will not exceed the credit which would
have been allowed had all reasonable steps been taken (including any claims
which could be made by the holder under the terms of the double taxation
agreement between the United States and the United Kingdom) to minimise
such United States tax.

On a transfer of Loan Notes by an individual, a charge to UK income tax may
arise under the "accrued income scheme" in respect of the interest on the
Loan Notes which has accrued since the preceding interest payment.

A holder of Loan Notes which is a company within the charge to UK
corporation tax in respect of the Loan Notes will generally bring into the
charge to tax as income interest on, and any profits and gains arising
from, the Loan Notes in each accounting period broadly in accordance with
the holder's authorised accounting treatment for this purpose.

Persons paying or receiving interest on or after 6 April 2001 may be
required to provide certain information to the Inland Revenue, which could
include the name and address of the person beneficially entitled to the
interest.

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(E) STAMP DUTY AND STAMP DUTY RESERVE TAX

No stamp duty or stamp duty reserve tax will be payable by LASMO
Shareholders in connection with acceptance of the Offer and/or the Loan
Note Alternative.

Any instrument effecting the disposition of an Amerada Hess Share might not
be admissible in evidence in any court proceedings in the United Kingdom
unless duly stamped.

No stamp duty or stamp duty reserve tax should be payable on the issue,
transfer or redemption of the Loan Notes.

The above statements are intended only as a general guide to the current
position. Special rules, imposing charges to stamp duty and/or stamp duty
reserve tax, may apply to the issue or transfer of shares to particular
categories of person, in particular to persons whose business is or
includes the provision of clearance services or the issuance of depositary
receipts, or nominees or agents of such persons.

15. UNITED STATES FEDERAL INCOME TAXATION

In the opinion of White and Case LLP, US counsel to Amerada Hess, the following
is a summary of the principal US federal income tax consequences that may be
relevant with respect to the exchange of LASMO Shares or LASMO ADSs for Amerada
Hess Shares, Loan Notes and/or cash pursuant to the Offer and the ownership and
disposition of Amerada Hess Shares, Loan Notes and/or cash acquired under the
Offer. For purposes of this summary, a "US holder" is a beneficial owner of
LASMO Shares, or LASMO ADSs, as the case may be, that, for US federal income tax
purposes, is: (i) a citizen or resident of the United States, (ii) a partnership
or corporation created or organized in or under the laws of the United States or
any State thereof (including the District of Columbia), (iii) an estate the
income of which is subject to US federal income taxation regardless of its
source or (iv) a trust if such trust validly elects to be treated as a United
States person for US federal income tax purposes or if (x) a court within the
United States is able to exercise primary supervision over its administration
and (y) one or more United States persons have the authority to control all of
the substantial decisions of such trust. A "Non-US holder" is a beneficial owner
of LASMO Shares, LASMO ADSs, Amerada Hess shares, or Loan Notes, as the case may
be, that is not a US holder.

This summary does not contain a comprehensive description of all of the tax
consequences of the exchange of LASMO Shares or LASMO ADSs for Amerada Hess
Shares, Loan Notes and/or cash pursuant to the Offer and the ownership and
disposition of Amerada Hess Shares, Loan Notes and/or cash. In particular, this
description applies only to holders who hold LASMO Shares or LASMO ADSs, as the
case may be, and will hold Amerada Hess Shares or Loan Notes, as the case may
be, as capital assets at all relevant times. This summary does not address tax
considerations applicable to holders that may be subject to special tax rules,
such as financial institutions, insurance companies, real estate investment
trusts, regulated investment companies, grantor trusts, dealers or traders in
securities or currencies, tax-exempt entities, persons that will hold Amerada
Hess Shares or Loan Notes as part of an "integrated", "hedging" or "conversion"
transaction or as a position in a "straddle" for US federal income tax purposes,
persons that have a "functional currency" other than the United States dollar or
holders that own (or are deemed to own) 10 per cent. or more (by voting power or
value) of the stock of LASMO or Amerada Hess. Moreover, except where
specifically stated, this summary does not address the US federal estate and
gift or alternative minimum tax consequences of the exchange of LASMO Shares or
LASMO ADSs for Amerada Hess Shares, Loan Notes and/or cash pursuant to the Offer
and the ownership and disposition of Amerada Hess Shares or Loan Notes.

This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), United States Treasury Regulations and judicial and administrative
interpretations thereof, in each case as in effect and available on the date of
this document. All of the foregoing are subject to change, which change could
apply retroactively and could affect the tax consequences described below.

Each holder of LASMO Shares or LASMO ADSs should consult its own tax advisor
with respect to the US federal, state, local and foreign tax consequences of the
exchange of LASMO Shares or LASMO ADSs for Amerada Hess Shares, Loan Notes
and/or cash pursuant to the Offer and the ownership and disposition of Amerada
Hess Shares and Loan Notes.

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(A) CONSEQUENCES OF THE EXCHANGE PURSUANT TO THE OFFER

(i)    US Holders

Generally, a US holder will recognize gain or loss upon the receipt of
Amerada Hess Shares and cash in exchange for such holder's LASMO Shares
or LASMO ADSs pursuant to the Offer in an amount equal to the difference
between (a) the sum of (i) the fair market value of such Amerada Hess
Shares received and (ii) the US Dollar value on the date of receipt of
the pounds sterling that would have been received and (b) the US
holder's adjusted tax basis in the LASMO Shares or LASMO ADSs, as the
case may be. It is unclear whether the date of receipt for this purpose
is the date that cash is made available by Amerada Hess to the relevant
payment agent or the date that cash is received by a US holder. Such
gain or loss will be capital gain or loss. In the case of a noncorporate
US holder, the maximum marginal US federal income tax rate applicable to
such gain will be lower than the maximum marginal US federal income tax
rate applicable to ordinary income if such US holder's holding period
for such LASMO Shares or LASMO ADSs exceeds one year. Gain or loss, if
any, recognized by a US holder generally will be treated as US source
income or loss for US foreign tax credit purposes. The deductibility of
capital losses is subject to limitations. A US holder's initial tax
basis in the Amerada Hess Shares will be the fair market values of such
Amerada Hess Shares on the date such Amerada Hess Shares are received.

(ii)   Non-US Holders

Subject to the discussion below under "Backup Withholding Tax and
Information Reporting Requirements," a Non-US holder generally will not
recognize gain or loss upon the receipt of Amerada Hess Shares, Loan
Notes and/or cash in exchange for such holder's LASMO Shares or LASMO
ADSs pursuant to the Offer unless (i) such gain is effectively connected
with the conduct by such Non-US holder of a trade or business in the
United States (in which case the branch profits are described under
"Distributions" below may also apply if the holder is a foreign
corporation) or (ii) in the case of any gain realized by an individual
Non-US holder, such holder is present in the United States for 183 days
or more in the taxable year of such sale or exchange and certain other
conditions are met.

(B) AMERADA HESS SHARES

(i)    DISTRIBUTIONS.  The gross amount of any distribution with respect to
Amerada Hess Shares, other than a distribution of Amerada Hess Shares
made to all shareholders, will be includible in a US holder's ordinary
income as dividends to the extent of Amerada Hess' current and
accumulated earnings and profits (as determined under US federal income
tax principles). Corporate US holders generally will be eligible for the
dividends received deduction. The dividends received deduction is
subject to certain limitations, though, and the benefit of such
deduction may be reduced by the corporate alternative minimum tax.
Accordingly, corporate US holders should consult their own tax advisors
regarding the availability of, and limitations on, the dividends
received deduction. Any distributions in excess of Amerada Hess' current
and accumulated earnings and profits will be treated first as a tax-free
return of capital to the extent of a US holder's adjusted tax basis and
thereafter as capital gain.

Dividends paid to a Non-US holder generally will be subject to
withholding of US federal income tax at a rate of 30 per cent. unless
such rate is reduced by an applicable US income tax treaty. Currently,
dividends paid to an address in a foreign country generally are presumed
to be paid to a resident of such country in determining the
applicability of a US income tax treaty. However, US Treasury
Regulations issued on October 6, 1997, as amended (the "New Treasury
Regulations"), would, for dividends paid after December 31, 2000,
require a Non-US holder to file certain forms (i.e., IRS Form W-8BEN) to
obtain the benefit of any applicable US income tax treaty. Non-US
holders are urged to consult their own tax advisors concerning the
effect, if any, of the New Treasury Regulations. Further, except as
otherwise provided in an applicable US income tax treaty, a Non-US
holder will be taxed at ordinary US federal income tax rates (on a net
income basis) on dividends that are effectively connected with the
conduct of a trade or business by such Non-US holder within the United
States, but such dividends (assuming applicable procedural requirements
are met) will not be subject to US withholding tax as described above.
If such Non-US holder is a foreign corpora-

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tion, it may also be subject to a 30 per cent. branch profits tax unless
it qualifies for a lower rate under an applicable US income tax treaty.

(ii)   SALE OR EXCHANGE OF AMERADA HESS SHARES.  Generally, upon the sale
or exchange of Amerada Hess Shares, a US holder will recognize gain or
loss equal to the difference between the amount realized on the sale or
exchange and its adjusted tax basis in such Amerada Hess Shares. For
non-corporate US holders, the maximum US federal income tax rate
applicable to such gain will be lower than the maximum US federal income
tax rate applicable to ordinary income if such US holder's holding
period for such Amerada Hess Shares exceeds one year.

Subject to the discussion below under "Backup Withholding Tax and
Information Reporting Requirements," a Non-US holder generally will not
be subject to US federal income tax in respect of gain recognized on the
sale or exchange of Amerada Hess Shares unless (i) such gain is
effectively connected with the conduct by such Non-US holder of a trade
or business in the United States (in which case the branch profits tax
described under "Distributions" above may also apply of the holder is a
foreign corporation), (ii) in the case of any gain realized by an
individual Non-US holder, such holder is present in the United States
for 183 days or more in the taxable year of such sale or exchange and
certain other conditions are met, or (iii) Amerada Hess is or has been a
"United States real property holding corporation" for US federal income
tax purposes and, in the event that the Amerada Hess Shares are
considered to be "regularly traded," the Non-US holder held, directly or
indirectly, at any time during the five-year period ending on the date
of such sale or exchange more than five per cent. of the Amerada Hess
Shares. Amerada Hess believes that it is not currently (and is not
likely to become) a United States real property holding corporation.
Generally, the rule for stock in a United States real property holding
corporation takes precedence over relief provided by US income tax
treaties.

(iii)  UNITED STATES FEDERAL ESTATE TAX.  Amerada Hess Shares that are
owned, or treated as being owned, at the time of death of a Non-US
holder who is not a citizen or resident (as defined for US federal
estate tax purposes) of the United States will be includable in such
holder's gross estate for US federal estate tax purposes, unless an
applicable US estate tax treaty provides otherwise.

(C) LOAN NOTES

Subject to the discussion of backup withholding tax below, under current United
States federal income and estate tax law:

(i)    payments of principal of, and interest on, any Loan Note to a Non-US
holder or foreign fiduciary will not be subject to withholding of US
federal income tax; provided that with respect to payments of interest
(including original issue discount, if any), the Non-US holder is not
(x) a "controlled foreign corporation" (as such term is defined in the
Code) which is related to Amerada Hess through stock ownership and (y) a
person owning (actually or constructively) securities representing at
least 10 per cent. of the total combined outstanding voting power of all
classes of voting stock of Amerada Hess;

(ii)   a Non-US holder will not be subject to US federal income or
withholding tax on gain recognized on the sale, exchange or redemption
of a Loan Note unless (aa) such gain is effectively connected with the
conduct by such Non-US holder of a trade or business in the United
States (in which case the branch profits tax described under
"Distributions" above may also apply if the holder is a foreign
corporation), (bb) in the case of any gain realized by an individual
Non-US holder, such holder is present in the United States for 183 days
or more in the taxable year of such sale or exchange and certain other
conditions are met; and

(iii)  a Loan Note will not be subject to United States federal estate tax
as a result of the death of a holder who is not a citizen or resident of
the United States; provided that at the time of death (aa) such holder
did not actually or constructively own 10 per cent. or more of the
combined voting power of all classes of stock of Amerada Hess and (bb)
payments of interest on such Loan Note would not have been effectively
connected with the conduct by such holder of a trade or business within
the United States.

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(D) BACKUP WITHHOLDING TAX AND INFORMATION REPORTING REQUIREMENTS

US backup withholding tax and information reporting requirements generally apply
to certain payments to certain noncorporate holders of securities. Information
reporting generally will apply to payments of: (i) dividends on Amerada Hess
Shares, (ii) payments of principal and interest on Loan Notes, and (iii)
proceeds from the sale or redemption of Amerada Hess Shares by a payor within
the United States to a holder thereof (other than an "exempt recipient,"
including a corporation, a payee that is not a United States person that
provides an appropriate certification and certain other persons). A payor within
the United States will be required to withhold 31 per cent. of any payments of
the proceeds from the sale or redemption of Amerada Hess Shares or Loan Notes
within the United States to a holder (other than an "exempt recipient") if such
holder fails to furnish its correct taxpayer identification number or otherwise
fails to comply with such backup withholding tax requirements. However,
dividends paid to a Non-US holder outside the United States that are subject to
the 30 per cent. or US income tax treaty-reduced rate of withholding tax
generally will be exempt from backup withholding tax.

Further, US information reporting and backup withholding tax will not apply to
payments on a Loan Note made outside the United States or dividends paid outside
the United States to the beneficial owner of a Loan Note or Amerada Hess Shares,
as the case may be, that is not a United States person; provided neither Amerada
Hess nor the paying agent has actual knowledge that the holder is a United
States person for information reporting and backup withholding tax purposes. In
addition, information reporting requirements and backup withholding tax will not
apply to any payment on a Note or any payment of dividends outside the United
States by a foreign office of a foreign custodian, foreign nominee or other
foreign agent of the beneficial owner of such Loan Note or Amerada Hess Shares,
as the case may be; provided that such custodian, nominee or agent (i) derives
less than 50 per cent. of its gross income for certain time periods from the
conduct of a trade or business in the United States and (ii) is not a
"controlled foreign corporation" for US federal income tax purposes. Payments on
a Loan Note or payments of dividends outside the United States to the beneficial
owner thereof by a foreign office of any other custodian, nominee or agent will
not be subject to backup withholding tax and information reporting unless such
custodian, nominee or agent has documentary evidence in its records that the
beneficial owner is not a United States person for purposes of such backup
withholding tax and information reporting requirements and certain other
conditions are met, or the beneficial owner otherwise establishes an exemption.
Payments on a Note or payments of dividends by the United States office of a
custodian, nominee or other agent of the beneficial owner of such Loan Note or
Amerada Hess Shares, as the case may be, will be subject to information
reporting and backup withholding tax unless the beneficial owner certifies its
non-United States person status under penalty of perjury or otherwise
establishes an exemption.

Information reporting and backup withholding tax will not apply to any payment
of the proceeds of a sale of a Loan Note or Amerada Hess Shares, as the case may
be, made outside the United States by a foreign office of a foreign "broker;"
provided that such broker (i) derives less than 50 per cent. of its gross income
for certain time periods form the conduct of a trade or business in the United
States and (ii) is not a "controlled foreign corporation" for United States
federal income tax purposes. Payments of the proceeds of a sale of a Loan Note
or Amerada Hess Shares, as the case may be, effected outside the United States
by a foreign office of any other broker will not be subject to backup
withholding tax and information reporting unless such broker has documentary
evidence in its records that the beneficial owner is not a United States person
for purposes of such backup withholding tax and information reporting
requirements and certain other conditions are met, or the beneficial owner
otherwise establishes an exemption. Payments of the proceeds of a sale of a Loan
Note or Amerada Hess Shares, as the case may be, by the United States office of
a custodian, nominee or other agent of the beneficial owner of such Loan Note
will be subject to information reporting and backup withholding tax unless the
beneficial owner certifies its non-United States person status under penalty of
perjury or otherwise establishes an exemption.

The New Regulations would modify certain of the rules discussed above generally
with respect to payments on Amerada Hess Shares or Loan Notes made after 31
December 2000. In particular, a payor within the United States will be required
to withhold 31 per cent. of any payments of dividends on Amerada Hess Shares,
interest on Loan Notes, or proceeds from the sale of Amerada Hess Shares or Loan
Notes within the United States to a holder (other than an exempt recipient such
as a corporation or a payee that is not a United States person and that provides
an appropriate certification) if such holder fails to furnish its correct
taxpayer identification number or otherwise fails to comply with, or establish
an exemption from, such backup withholding tax requirements. In the case of such
payments by a payor or
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middleman within the United States to a foreign simple trust, a foreign grantor
trust or a foreign partnership (other than payments to a foreign simple trust, a
foreign grantor trust or a foreign partnership that qualifies as a "withholding
foreign trust" or a "withholding foreign partnership" within the meaning of such
United States Treasury Regulations and payments to a foreign simple trust, a
foreign grantor trust or a foreign partnership that are effectively connected
with the conduct of a trade or business in the United States), the beneficiaries
of the foreign simple trust, the persons treated as the owners of the foreign
grantor trust or the partners of the foreign partnership, as the case may be,
will be required to provide the certification discussed above in order to
establish an exemption from backup withholding tax and information reporting
requirements. Moreover, a payor or middleman may rely on a certification
provided by a payee that is not a United States person only if such payor or
middleman does not have actual knowledge or a reason to know that any
information or certification stated in such certificate is incorrect.

16. FEES AND EXPENSES

Except as set forth below, Amerada Hess will not pay any fees or commissions to
any broker, dealer or other person for soliciting tenders of the LASMO
Securities pursuant to the Offer or acceptances of the Offer.

Pursuant to an engagement letter between Amerada Hess and Goldman Sachs, Goldman
Sachs has been retained to act as financial advisor to Amerada Hess in
connection with its effort to acquire LASMO. Goldman Sachs has agreed to make
the Offer on behalf of Amerada Hess outside of the United States. Amerada Hess
has agreed to pay Goldman Sachs for its services a financial advisory fee which
is contingent, in part, upon the satisfaction of the Acceptance Condition.
Amerada Hess has also agreed to pay Goldman Sachs a fee for arranging the Credit
Facilities. Amerada Hess has also agreed to reimburse Goldman Sachs for all
reasonable out-of-pocket expenses incurred by Goldman Sachs, including the
reasonable fees and disbursements of its counsel. In addition, Amerada Hess has
agreed to indemnify Goldman Sachs and certain related persons against certain
liabilities and expenses.

Amerada Hess has retained Computershare Services PLC as the UK Receiving Agent
and as registrars for the Loan Notes. The UK Receiving Agent has not been
retained to make solicitations or recommendations in its role as UK Receiving
Agent. The UK Receiving Agent and Loan Note registrars will receive reasonable
and customary compensation for its services, will be reimbursed for certain
reasonable out-of-pocket expenses and will be indemnified against certain
liabilities and expenses in connection therewith.

Amerada Hess has also retained The Bank of New York as the US Depositary. The US
Depositary has not been retained to make solicitations or recommendations in its
role as US Depositary. The US Depository will receive reasonable and customary
compensation for its services, will be reimbursed for certain reasonable
out-of-pocket expenses and will be indemnified against certain liabilities and
expenses in connection therewith, including certain liabilities under the United
States federal securities laws.

In addition, Amerada Hess has retained D.F. King & Co., Inc. to act as the
Information Agent in connection with the Offer. The Information Agent will
receive reasonable and customary compensation for its services, will be
reimbursed for certain reasonable out-of-pocket expenses and will be indemnified
against certain liabilities and expenses in connection therewith, including
certain liabilities under the United States federal securities laws.

Brokers, dealers, commercial banks and trust companies will be reimbursed by
Amerada Hess for customary mailing and handling expenses incurred by them in
forwarding offering material to their customers.

17. SOURCES OF INFORMATION AND BASIS OF CALCULATION

Save as otherwise set out in this announcement, the following constitute the
sources of information and bases of calculation referred to in this document:

(a) The market value of an Amerada Hess Share is based on the NYSE closing price
of $62 13/16 on 3 November 2000, the last NYSE dealing day prior to the
date of the Press Announcement.

(b) The value of LASMO's issued share capital (diluted for likely exercise of
outstanding options) is based upon 1,344,328,323 issued LASMO Shares and a
further 3,121,406 new LASMO Shares

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176

which in LASMO's opinion it is reasonable to expect may be issued in the
relevant period pursuant to the exercise of options.

(c)  The premium of the Offer value per LASMO Share over the price of a LASMO
Share on 3 November 2000 is calculated using the value of the Offer per
LASMO Share and the Closing Price of a LASMO Share on that date.

(d) The premium of the offer value per LASMO Share over the average Closing
Price of a LASMO Share over the 6 months preceding the Press Announcement
is based on the average of the Closing Prices on each London Stock Exchange
dealing day over the 6 months immediately preceding (and including) 3
November 2000.

(e) All currency conversions between pounds sterling and US dollars have been
made at an exchange rate of US$1.4484: L1.00, which was the noon buying
rate in The City of New York for cable transfers in pounds sterling as
certified for customs purposes by the Federal Reserve Bank of New York on 3
November 2000 (unless expressly stated otherwise).

18. GENERAL

(a) Except as disclosed in this document, no agreement, arrangement or
understanding (including any compensation arrangement) exists between
Amerada Hess or any party acting in concert with Amerada Hess for the
purposes of the Offer and any of the directors, recent directors,
shareholders or recent shareholders of LASMO having any connection with or
dependence on, or which is conditional on the outcome of, the Offer.

(b) Except as disclosed in this document, there is no agreement, arrangement or
understanding by which the beneficial ownership of any of the LASMO
Securities which are the subject of the Offer acquired by Amerada Hess will
be transferred to any other person, but Amerada Hess reserves the right to
transfer any such shares to any other member of Amerada Hess Group.

(c)  Except as disclosed in this document, no proposal exists in connection with
the Offer for any payment or other benefit to be made or given by Amerada
Hess or any person acting in concert with it for the purposes of the Offer
to any director of the LASMO Group as compensation for loss of office or as
consideration for or in connection with his retirement from office.

(d) Goldman Sachs, Schroder Salomon Smith Barney and Ernst & Young have given
and not withdrawn their written consent to the issue of this document with
the references to their names in the form and context in which they appear.

(e) Except as disclosed in this document, there has been no material change in
the financial or trading position of the Amerada Hess Group since 31
December 1999 (the date to which the latest audited accounts of the Amerada
Hess Group were prepared).

(f)  Except as disclosed in this document, there has been no material change in
the financial or trading position of the LASMO Group since 31 December 1999
(the date to which the latest audited accounts of the LASMO Group were
prepared).

(g) The emoluments of the current directors of Amerada Hess will not be affected
by the acquisition of LASMO or by any other associated transaction.

(h) Goldman Sachs Equity Securities (U.K.), Hull Trading UK Limited and SLK
Global Markets Limited, which are affiliates of Goldman Sachs
International, may continue to effect purchases and sales in relevant
securities of LASMO during the offer period as exempt principal trader or
exempt market maker (as such terms are defined in the City Code). The City
Code requires publication of the aggregate number of such purchases and
sales and the highest and lowest prices paid and received on each business
day during the offer period by 12 noon (London time) on the following
business day. You can obtain this information from the Company
Announcements Office of the London Stock Exchange.

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19. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the offices of
Freshfields Bruckhaus Deringer, 65 Fleet Street, London EC4Y 1HS, during normal
business hours on any weekday (public holidays excepted) while the Offer remains
open for acceptance:

(a) the re-stated certificate of incorporation and by-laws of Amerada Hess;

(b) the certificate of incorporation and memorandum and articles of association
of LASMO;

(c)  the audited consolidated accounts of Amerada Hess for the last two
financial years ended 31 December 1999;

(d) the audited consolidated accounts of LASMO for the last two financial years
ended 31 December 1999;

(e) the service agreements referred to in paragraph 8 above;

(f)  the irrevocable undertakings referred to in paragraph 6 of the Letter from
Goldman Sachs above;

(g) the written consents referred to in paragraph 18(d) above;

(h) the material contracts referred to in paragraph 6 above;

(i)  the letter of valuation of the Loan Notes by Goldman Sachs dated
--   2000;

(j)  the draft Loan Note Instrument (in substantially final form);

(k)  the Amerada Hess Credit Agreement referred to in paragraph 7 above;

(l)  the inducement agreement between Amerada Hess and LASMO referred to in
paragraphs 6(a)(i) and 6(b)(i) above; and

(m) this Offer Document and the Acceptance Form.

20. LEGAL MATTERS

The validity of the Amerada Hess Shares offered hereby will be passed upon for
Amerada Hess by White & Case LLP, New York.

21. EXPERTS

The consolidated financial statements and related financial statement schedule
of Amerada Hess included in Amerada Hess' Annual Report on Form 10-K for each of
the three years in the period ended 31 December 1999, have been audited by Ernst
& Young LLP, independent auditors, as indicated in their report with respect
thereto, and are incorporated by reference in this Registration Statement, in
reliance on the report of Ernst & Young LLP, given on the authority of that firm
as experts in accounting and auditing.

The consolidated financial statements of LASMO included in LASMO's Annual Report
on Form 20-F for each of the three years in the period ended 31 December 1999,
have been audited by Ernst & Young, independent auditors, as indicated in their
reports with respect thereto, and are incorporated by reference in this
Registration Statement, in reliance on the report of Ernst & Young, given on the
authority of that firm as experts in accounting and auditing.

22. MISCELLANEOUS

Amerada Hess is not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid state
statute of any State of the United States. If Amerada Hess becomes aware of any
valid US state statute prohibiting the making of the Offer or the acceptance of
the LASMO Securities pursuant thereto, Amerada Hess will make a good faith
effort to comply with such US state statute or seek to have such statute
declared inapplicable to the Offer. If, after such good faith effort, Amerada
Hess cannot comply with any such state statute, the Offer will not be made to
(and tenders will not be accepted from or on behalf of) holders in such state.
In any jurisdiction where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Amerada Hess by the Dealer Manager or one or more registered
brokers or dealers which are licensed under the laws of such jurisdiction. There
is no material pending legal proceeding relating to the Offer.
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No person has been authorized to give any information or make any representation
on behalf of Amerada Hess not contained in this Offer Document or in the Form of
Acceptance or Letter of Transmittal and, if given or made, such information or
representation must not be relied upon as having been authorized.

In addition to the Registration Statement, Amerada Hess has filed with the SEC a
Schedule TO, together with exhibits, pursuant to Section 14(d)(1) of the
Exchange Act and Rule 14d-3 promulgated thereunder, furnishing certain
additional information with respect to the Offer, and may file amendments
thereto. The Schedule TO and any amendments thereto, including exhibits, may be
inspected at, and copies may be obtained from, the same places and in the manner
set forth in Part 1 of Appendix III.

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SCHEDULE VIA

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF AMERADA HESS

Set forth below is the name, present principal occupation or employment and
material occupations, positions, offices or employments for the past five years
of each member of the Board of Directors and each executive officer of Amerada
Hess. The principal address of Amerada Hess and, unless indicated below, the
current business address for each individual listed below is 1185 Avenue of the
Americas, 40th Floor, New York, NY 10036, telephone number +1 212 997-8500. Each
such person is, unless indicated below, a citizen of the United States.
Executive officers, as defined in the Exchange Act, are identified by an
asterisk.

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                                        MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----                                        --------------------------------------------------

John B. Hess*.............................  Chairman of the Board, Chief Executive Officer of Amerada
Hess since 1995; Director since 1978.
W.S.H. Laidlaw*(1)........................  President, Chief Operating Officer of Amerada Hess since
1995; Director since 1994.
J. Barclay Collins II*....................  Executive Vice President, General Counsel of Amerada Hess;
Director since 1986.
John Y. Schreyer*.........................  Executive Vice President, Chief Financial Officer; Director
since 1990.
Alan A. Bernstein*........................  Senior Vice President.
F. Lamar Clark*...........................  Senior Vice President.
John A. Gartman*(2).......................  Senior Vice President of Amerada Hess since 1997; Vice
President of Public Service Electric and Gas Company in the
area of energy marketing.
Neal Gelfand*.............................  Senior Vice President.
Gerald A. Jamin*..........................  Senior Vice President and Treasurer.
Lawrence H. Ornstein*.....................  Senior Vice President.
Robert P. Strode*(2)......................  Senior Vice President of Amerada Hess since 1999; Senior
Vice President for Exploration at Vastar Resources Inc.
from 1997 to 1999; Vice President, Exploration at Atlantic
Richfield Company from 1993 to 1997.
F. Borden Walker*(2)......................  Senior Vice President of Amerada Hess since 1996; General
Manager in areas of gasoline marketing, convenience store
development and advertising at Mobil Corporation.
Peter S. Hadley...........................  Director of Amerada Hess since 1991; Former Senior Vice
President of Metropolitan Life Insurance Company.
William R. Johnson........................  Director of Amerada Hess since 1996; Chairman of the Board
since September 2000 and President and Chief Executive
Officer of H.J. Heinz Company since 1998 after serving in
various senior executive positions; Director of Cincinnati
Financial Corporation PNC Bank.
William I. Spencer........................  Director of Amerada Hess since 1982; Former President and
Chief Administrative Officer of Citicorp and Citibank, N.A.
Roger B. Oresman..........................  Consulting Partner, Milbank, Tweed, Hadley & McCloy LLP;
Director since 1969.

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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                                        MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----                                        --------------------------------------------------

Nicholas F. Brady.........................  Director of Amerada Hess since 1994; Chairman Darby
Overseas Investments, Ltd.; Former Secretary of the United
States Department of the Treasury; Former Chairman of the
Board of Dillon, Read & Co., Inc.; Director of C2, Inc.;
Director of H.J. Heinz Company; Director or Trustee of
various Templeton mutual funds.
Thomas H. Kean............................  Director of Amerada Hess since 1990; President, Drew
University; Former Governor of the State of New Jersey;
Director of ARAMARK Corporation; Director of Bell Atlantic
Corporation; Director of the CIT Group, Inc.; Director of
United Healthcare Corporation.
Frank A. Olson............................  Director of Amerada Hess since 1998; Chief Executive
Officer of the Hertz Corporation in 1998; Retired as Chief
Executive Officer of the Hertz Corporation in 1999 and
continues as non-executive Chairman of the Board; Director
of Becton Dickinson and Company; Director of Fund America
Enterprises Holdings, Inc.
Edith E. Holiday..........................  Director of Amerada Hess since 1993; Attorney; Former
Assistant to the President of the United States and
Secretary of the Cabinet; Former General Counsel, United
States Department of the Treasury; Director of Beverly
Enterprises, Inc.; Director of Hercules, Incorporated;
Director of H.J. Heinz Company; Director of RTI
International Metals, Inc.; Director or trustee of various
Franklin Templeton mutual funds.
Robert N. Wilson..........................  Director of Amerada Hess since 1996; Vice Chairman of the
Board of Directors of Johnson & Johnson; Director of United
States Trust Corporation.
Robert F. Wright..........................  Director of Amerada Hess since 1981; Former President and
Chief Operating Officer of Amerada Hess.

1   British citizen.

2   Except for Messrs. Walker, Gartman and Strode, each of the above officers
has been employed by Amerada Hess or its subsidiaries in various managerial
and executive capacities for more than five years.

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SCHEDULE VIB

INFORMATION CONCERNING THE DIRECTORS AND THE EXECUTIVE
OFFICER OF LASMO

Set forth below is the name, present principal occupation or employment and
material occupations, positions, offices or employments currently held of each
member of the Board of Directors and the executive officer of LASMO. The
principal address of LASMO and, unless indicated below, the current business
address for each individual listed below if 101 Bishopsgate, London, EC2M 3XH,
telephone number +44 20 7892 9000. Each such person is, unless indicated below,
a British citizen.

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                                               MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----                                               --------------------------------------------------

Antony Peverell Hichens..........................  Appointed Chairman in May 2000. Joined the Board in
1995 and was appointed Deputy Chairman in April
1995. He is Chairman of David S. Smith (Holdings)
plc and is Deputy Chairman of Candover Investments
plc.
Joseph Darby.....................................  Joined LASMO in 1989 following the acquisition of
Thomson North Sea where he was Chairman and Chief
Executive Officer. Appointed Chief Executive in
1993. He is a non-executive director of John Mowlem
& Company plc.
Paul Colbeck Murray..............................  Joined LASMO in 1989 following the acquisition of
Thomson North Sea. Appointed Corporate Development
Director on 1 January 1998 and Group Finance
Director on 1 January 1999.
Hugh Edward Norton...............................  Senior Independent non-executive director since May
2000. Joined the Board in 1997. He spent 36 years
with British Petroleum, where he held the position
of Chief Executive, BP Exploration Company, before
being appointed to the BP Board as a Managing
Director. Other directorships include Inchcape plc
and Standard Chartered PLC.
Dr Timothy Pienne Brennand.......................  Independent non-executive director. Joined the
Board in 1996. He spent some 33 years in Europe,
Africa and the Far East for Shell, most recently as
Chairman for Shell Hong Kong and China. On retiring
from Shell in 1993, he spent three years as a
director of Goal Petroleum plc.
Dr Roy Gregory Reynolds CMG......................  Independent non-executive director. Joined the
Board in 1997. He spent 28 years with Shell, being
appointed Managing Director of Shell UK Oil in
1988, a position he held until the end of 1991.
From 1994 to end 1999, he was Chief Executive of
the Commonwealth Development Corporation, now CDC
Group plc. He is also a director of The Fleming
Emerging Markets Investment Trust plc.

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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME                                               MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
----                                               --------------------------------------------------

Thierry Hughes Baudouin Jean-Baptiste de           Independent non-executive director. Joined the
Rudder.........................................  Board in 1999 following the acquisition of Monument
Oil and Gas plc, where he was a non-executive
director. He is Managing Director of Groupe
Bruxelles Lambert and Electrafina and is also a
director of Audiofina, Compagnie Nationale a
Portefeuille, Societe Generale de Belgique, Thodia,
Total Fina Elf and Tractebel. Belgian citizen.
Nigel Victor Turnbull............................  Independent non-executive director. Joined the
Board in 1995. He was Finance Director of the Rank
Group plc from 1987 to 1999. He is a Council Member
of The Institute of Chartered Accountants of
England & Wales.
Alan O'Brien.....................................  Joined LASMO in 1990. Prior to being appointed
General Counsel and Company Secretary in April 1999
he worked in a number of LASMO offices, including
Colombia and Italy, as a commercial and legal
manager.

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APPENDIX VII

DESCRIPTION OF AMERADA HESS SHARES AND CHANGES
IN THE RIGHTS OF LASMO SECURITYHOLDERS

1.  DESCRIPTION OF AMERADA HESS SHARES

As of 31 October 2000, 88,097,505 Amerada Hess Shares and 326,805 shares of
$1.50 Cumulative Convertible Preferred Stock were outstanding, out of a total
authorised share capital of 220,000,000 shares consisting of 200,000,000 of
Amerada Hess Shares and 20,000,000 shares of $1.50 Cumulative Convertible
Preferred Stock. All outstanding Amerada Hess Shares are fully paid and
non-assessable.

The following is a brief description of certain rights of holders of Amerada
Hess Shares. For a complete understanding of these rights, LASMO Securityholders
are referred to the laws and applicable regulations of the State of Delaware,
United States, the listing requirements of the NYSE and the restated certificate
of incorporation of Amerada Hess.

(a) General

Amerada Hess is incorporated in the State of Delaware, United States and
operates in accordance with the DGCL. The rights of Amerada Hess
stockholders are determined by the DGCL, the securities and other
legislation of the United States, Amerada Hess' restated certificate of
incorporation and Amerada Hess' by-laws. The Amerada Hess Shares are traded
on the NYSE.

(b) Certificates

Amerada Hess Shares are issued in registered form. Every holder of Amerada
Hess Shares is entitled to a share certificate.

(c)  Dividends

Holders of Amerada Hess Shares are entitled, subject to the prior rights,
if any, of holders of shares of any series of preferred stock that the
Board of Directors may establish, to such dividends as may be declared by
the board of directors of Amerada Hess out of funds legally available for
this purpose.

Under the terms of the most restrictive agreements pursuant to which
indebtedness of Amerada Hess has been incurred, at 30 September 2000
Amerada Hess had $1,253,123,000 of retained earnings free of restrictions
relating to dividends.

(d) Meetings

Annual meetings of the Amerada Hess stockholders are held on the date
designated by the by-laws of Amerada Hess. Written notice must be mailed to
each stockholder entitled to vote not less than ten nor more than 60 days
before the date of the meeting. The presence in person or by proxy of the
holders of record of a majority of the issued and outstanding shares of
Amerada Hess entitled to vote at such meeting constitutes a quorum for the
transaction of business at meetings of the stockholders. Special meetings
of the stockholders may be called for any purpose by the board of directors
and shall be called by the chairman of the board or the secretary upon the
written request, stating the purpose of such meeting, of the holders of a
majority of the outstanding shares of all classes of capital stock entitled
to vote at the meeting.

(e) Voting rights

The holders of Amerada Hess Shares are entitled to one vote for each share
held on record. Holders of Amerada Hess Shares may vote by proxy. Except as
may be otherwise provided by applicable law, the restated certificate of
incorporation or the by-laws of Amerada Hess, all elections shall be had
and all questions decided by a plurality of the votes cast by stockholders
entitled to vote thereon at a duly held meeting of stockholders at which a
quorum is present.

(f)  Liquidation, dissolution or winding-up

In the event of a liquidation, dissolution or winding-up of Amerada Hess,
the holders of Amerada Hess Shares are entitled to share rateably according
to the number of shares held by them in all
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remaining assets available for distribution to the holders of Amerada Hess
Shares after discharge of outstanding liabilities and payment of such
liquidation preference, if any, of any series of preferred stock that the
Amerada Hess board of directors may establish.

(g) Transfers

The Amerada Hess by-laws do not allow the board of directors to refuse to
register transfers of shares. Registration is conditional upon surrender of
share certificates in respect of Amerada Hess Shares, AHC shares or, if
lost, furnishing an affidavit and indemnity in lieu thereof.

(h) Takeover Provisions

Certain provisions of the restated certificate of incorporation and by-laws
of Amerada Hess may have the effect of delaying, deferring or preventing a
change of control of Amerada Hess in connection with certain extraordinary
corporate transactions. An article of the restated certificate of
incorporation requires that business combinations, which term is defined to
include certain mergers, asset sales, security issuances, recapitalisations
and liquidations, involving Amerada Hess or any of its subsidiaries and
certain acquiring persons (namely, a person, entity or specified group
which beneficially owns or controls at least 20 per cent. of the voting
stock of Amerada Hess) be approved by the holders of two-thirds of Amerada
Hess' voting stock (not including shares held by an acquiring person with
which or by or on whose behalf a business combination is proposed) unless
such business combination either: (i) has been authorised by the board of
directors prior to the time that the acquiring person involved in such
business combination became an acquiring person, or (ii) will result in the
receipt by the other stockholders of a specified minimum amount and form of
payment for their shares.

The restated certificate of incorporation and the by-laws of Amerada Hess
also provide for a board of directors divided as nearly equal as possible
into three classes. In addition, the restated certificate of incorporation
and the by-laws require (i) approval of holders of 80 per cent. of the
voting stock to remove directors or to amend, alter or repeal the
provisions as to the classified board and other related provisions, (ii)
advance notice of, and a specified procedure for, shareholder nominations
for director, (iii) the taking of stockholder action only at annual or
special meetings (to be called only by the chairman of the board, the
President or a majority of the board of directors) and prohibiting
stockholder action by written consent, and (iv) the filling of vacancies on
the board by remaining directors, though less than a quorum. Such
provisions of the restated certificate of incorporation and the by-laws may
make it more difficult for a person or entity to acquire and exercise
control of the company and remove incumbent directors and officers.

(i)  Delaware Anti-Takeover Law

Amerada Hess is subject to the provisions of Section 203 of the DGCL. In
general, the law prohibits a public Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of
three years after the date of the transaction in which the person became an
interested stockholder, unless (i) the corporation has elected in its
certificate of incorporation not to be governed by Section 203 (Amerada
Hess has not made such an election), (ii) the business combination was
approved by the board of directors of the corporation before the other
party to the business combination became an "interested stockholder", (iii)
upon consummation of the transaction that made it an "interested
stockholder", the "interested stockholder" owned at least 85 per cent. of
the voting stock of the corporation outstanding at the commencement of the
transaction (excluding voting stock held by directors who are also officers
or held in employee benefit plans in which employees do not have a
confidential right to tender or vote stock held by the plan) or (iv) the
business combination was approved by the board of directors of the
corporation and ratified by at least two-thirds of the voting stock which
the "interested stockholder" did not own. The three year prohibition also
does not apply to certain business combinations proposed by the "interested
stockholder" during the previous three years or who becomes an "interested
stockholder" with the approval of a majority of the corporation's
directors.

"Business combination" is defined generally to include mergers or
consolidations between a Delaware corporation and an "interested
stockholder", transactions with an "interested stockholder" involving the
assets or stock of the corporation or its majority owned subsidiaries and
transactions which increase an "interested stockholder's" percentage
ownership of the stock. An

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"INTERESTED STOCKHOLDER" is defined as a person who, together with
affiliates and associates, owns (or within the prior three years, did own)
15 per cent. or more of a corporation's voting stock. The application of
Section 203 may also have the effect of delaying, deferring or preventing a
change of control of the Amerada Hess.

(j)  Other rights

Holders of Amerada Hess Shares have no pre-emption, redemption, conversion
or other subscription rights.

(k)  Registrar and Transfer Agents

The Registrar for the Amerada Hess Shares is Manufacturers Hanover Trust
Company in New York, New York, and the transfer agents for the Amerada Hess
Shares are Manufacturers Hanover Trust Company, First Fidelity Bank, N.A.
(in Newark, New Jersey) and Royal Trust Company (in Montreal, Quebec and in
Toronto, Ontario).

2.  DIFFERENCES BETWEEN AMERADA HESS SHARES AND LASMO SHARES

The following is a summary comparison of material differences between the rights
of an Amerada Hess stockholder and a LASMO Shareholder arising from the
differences between the corporate laws of Delaware and of England and Wales, the
governing instruments of the two companies, and the securities laws and
regulations governing the two companies. However, it is not intended to be a
complete description of the laws of Delaware or of England and Wales, nor of the
other rules or laws referred to in this summary. For information as to where the
governing instruments of Amerada Hess and LASMO may be obtained, see paragraph 1
of Appendix III and paragraph 1 of Appendix IV, respectively. You are encouraged
to obtain and read these documents.

VOTING RIGHTS

(i)  Amerada Hess Stockholders

Under Delaware law, unless the certificate of incorporation provides
otherwise, each stockholder is entitled to one vote for each share of
capital stock held by the stockholder.

Except as described herein, the certificate of incorporation of Amerada
Hess does not alter the voting rights as provided under Delaware law.

Under Delaware law, a certificate of incorporation may provide that in
elections of directors and other specified circumstances, stockholders are
entitled to cumulative voting.

The certificate of incorporation of Amerada Hess does not provide for
cumulative voting.

(ii)  LASMO Shareholders

Under English law, unless the articles of association provide otherwise, a
shareholder entitled to vote at a shareholders' meeting is entitled to one
vote on a show of hands regardless of the number of shares he or she holds;
provided, however, that any group of five ordinary shareholders (or a
lesser number if provided in the articles of association) and any
shareholder representing at least ten per cent of the total voting rights
(or a lower percentage if provided in the articles of association) has the
statutory right to demand a vote by a poll, which means that each ordinary
shareholder would be entitled to one vote for each ordinary share held by
the shareholder. The articles of association of LASMO provide that two
shareholders present in person or by proxy and entitled to vote may demand
a poll.

Under English law, ordinary resolutions are decided on a show of hands and
must be approved by at least a majority of the shareholders present in
person, or by proxy if the memorandum and articles of association so
permit, and voting at a meeting. If a poll is demanded, the resolution
conducted on a poll must be approved by holders of at least a majority of
the votes cast at the meeting. Both special and extraordinary resolutions
require the affirmative vote of at least 75 per cent of the votes cast at
the meeting.

Under English law, two shareholders present in person constitute a quorum
for purposes of a general meeting, unless the company's articles of
association specify otherwise. LASMO's articles

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of association specify a quorum of three shareholders, present in person or
by proxy and entitled to vote.

Under English law, the voting rights of shareholders are regulated by a
company's articles of association. LASMO's articles of association provide
that every shareholder present at a general meeting shall have one vote on
a show of hands. On a poll, every member who is present in person or by
proxy shall have one vote for every 25p nominal amount of ordinary share
capital of which he is the holder.

ACTION BY WRITTEN CONSENT

(i)  Amerada Hess Stockholders

Under Delaware law, unless otherwise provided in the certificate of
incorporation, stockholders may take any action required or permitted to be
taken at a stockholders' meeting without a meeting if consented to in
writing by the same number of votes that would be required if the action
were to be taken at a meeting.

The Amerada Hess certificate of incorporation prohibits stockholder action
by written consent.

(ii)  LASMO Shareholders

Under English law, unless the company's articles of association provide
otherwise, the consent in writing of all shareholders is required in order
to approve, without a meeting, a matter requiring shareholder approval.
LASMO's articles of association do not provide otherwise.

SHAREHOLDERS PROPOSALS AND SHAREHOLDER NOMINATIONS OF DIRECTORS

(i)  Amerada Hess Stockholders

See "Special meetings of shareholders".

(ii)  LASMO Shareholders

Under English law, shareholders may demand that a resolution be voted on at
a general meeting if the demand is made:

(1)   by shareholders holding at least five per cent of the total voting
rights at the meeting to which the requisition relates; or

(2)   by at least 100 shareholders holding shares on which there has been
paid an average sum per shareholder of at least L100.

The shareholders must deposit the demand at the company's registered office
at least six weeks before the general meeting to which it relates.

In general, resolutions to appoint directors must be put to shareholders on
the basis of one resolution for each nominated director. A resolution
including more than one director may be presented to be voted upon at a
general meeting only if the shareholders have first unanimously approved so
doing.

SOURCES AND PAYMENT OF DIVIDENDS

(i)  Amerada Hess Stockholders

Under Delaware law, the board of directors, subject to any restrictions in
the corporation's certificate of incorporation, may declare and pay
dividends out of:

(1)   surplus of the corporation, which is defined as net assets less
statutory capital; or

(2)   if no surplus exists, out of the net profits of the corporation for
the fiscal year in which the dividend is declared and/or the preceding
fiscal year;

provided, however, that if the capital of the corporation has been
diminished to an amount less than the aggregate amount of capital
represented by the issued and outstanding stock of all classes having
preference upon the distribution of assets, the board may not declare and
pay dividends out of the corporation's net profits until the deficiency in
the capital has been repaired.

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(ii)  LASMO Shareholders

Subject to the prior rights of holders of preferred shares, an English
company may pay dividends on its ordinary shares only out of its
distributable profits, defined as accumulated, realized profits less
accumulated, realized losses, and not out of share capital, which includes
share premiums, which are equal to the excess of the consideration for the
issue of shares over the aggregate nominal amount of such shares. Amounts
credited to the share premium account, however, may be used to pay up
unissued shares which may then be distributed to shareholders in proportion
to their holdings.

In addition, under English law, LASMO will not be permitted to make a
distribution if, at the time, the amount of its net assets is less than the
aggregate of its issued and paid-up share capital and undistributable
reserves.

RIGHTS OF PURCHASE AND REDEMPTION

(i)  Amerada Hess Stockholders

Under Delaware law, any corporation may purchase, redeem and dispose of its
own shares, except that it may not purchase or redeem these shares if the
capital of the corporation is impaired at the time or would become impaired
as a result of the redemption, provided that if a corporation redeems its
stock, immediately following any such redemption, the corporation must have
outstanding one or more shares of one or more classes which shares together
must have full voting power.

However, at any time, a corporation may purchase or redeem any of its
shares which are entitled upon any distribution of assets to a preference
over another class of its stock if these shares will be retired upon
acquisition or redemption, thereby reducing the capital of the corporation.

The NYSE requires that prompt publicity be given and prompt notice be sent
to the NYSE of action which will result in, or which looks toward, either
the partial or full call for redemption of a listed security. NYSE rules
provide that when a listed security is fully redeemed, trading is suspended
as soon as the redemption funds become available to the holders of the
security. When only a part of the listed securities are redeemed, the
amount authorised to be listed is reduced by the amount redeemed as soon as
the redemption funds become available to holders of the redeemed
securities.

(ii)  LASMO Shareholders

Under English law, a company may issue redeemable shares if authorised by
its memorandum and articles of association, subject to any conditions
stated therein.

A company may purchase its own shares, including any redeemable shares, if
the purchase:

(1)   is authorised by its memorandum and articles of association; and

(2)   (a)   in the case of an open-market purchase, authority to make the
market purchase has been given by any ordinary resolution of its
shareholders; or

(b)   in all other cases, has been approved by a special resolution.

A company may redeem or repurchase shares only if the shares are fully paid
and, in the case of public companies, only out of:

(1)   distributable profits; or

(2)   the proceeds of a new issue of shares, made for the purpose of the
repurchase or redemption.

The UK Listing Authority requires that where a company has issued shares
which are listed on the London Stock Exchange and are convertible into a
class of shares to be repurchased, the holders of the convertible shares
must first pass an extraordinary resolution approving any repurchase at a
separate class meeting.

The UK Listing Authority requires that purchases within a 12-month period
of 15 per cent. or more of a company's share capital must be made through
either a tender or partial offer to all shareholders, at a stated maximum
or fixed price.

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188

Purchases within a 12-month period below the 15 per cent. threshold may be
made through:

(1)   the open market, provided that the price is not more than five per
cent. above the average of the middle-market quotations taken from the
Official List for the five trading days before the purchase date; or

(2)   an off-market transaction negotiated with one or more shareholders
subject to prior approval of the transaction by special resolution.

LASMO's articles of association authorise the issue of redeemable shares,
subject to the Companies Act and with the sanction of a special resolution,
and the purchase of its own shares, subject to and in accordance with the
Companies Act and to any rights conferred on the holders of any class of
shares.

GENERAL MEETINGS OF SHAREHOLDERS

(i)  Amerada Hess Stockholders

The by-laws of Amerada Hess provide that the annual meeting of stockholders
shall be held on a date and at a time fixed by the board of directors.
Under Delaware law the board of directors may also determine the place of
such meeting either within or without of the State of Delaware or may
determine that such meeting shall not be held at any place and instead be
held by means of remote communication.

(ii)  LASMO Shareholders

LASMO's articles of association provide that annual general meetings shall
be held at such time and place as the board of directors may determine,
subject to the provisions of the Companies Act which require an annual
general meeting to be held in each year and not more than 15 months to
elapse between the date of one annual general meeting of a company and that
of the next.

SPECIAL MEETINGS OF SHAREHOLDERS

(i)  Amerada Hess Stockholders

Delaware law provides that special meetings of stockholders may be called
by:

(1)   the board of directors; or

(2)   any person or persons authorised by the corporation's certificate of
incorporation or by-laws.

The by-laws of Amerada Hess provide that special meetings of the holders of
any class or of all classes of Amerada Hess' capital stock may be called at
any time by the board of directors, and shall be called only by the
chairman of the board or the President, and shall be called by the
Secretary at the request of the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors.

The Amerada Hess by-laws provide that written notice of each meeting of the
stockholders, stating the date, hour, place and purpose or purposes
thereof, shall be given, personally or by mail, to each stockholder
entitled to vote at the meeting not less than ten or more than 60 days
before the date of the meeting, except that notice of any special meeting
shall be delivered or mailed not less than ten days before such meeting. If
mailed, such notice shall be deposited in the US mail, postage prepaid,
directed to the stockholder at his/her address as it appears on the records
of Amerada Hess.

(ii)  LASMO Shareholders

Under English law, an extraordinary general meeting of shareholders may be
called by:

(1)   the board of directors; or

(2)   shareholders holding at least one-tenth of the paid-up capital of the
company carrying voting rights at general meetings.

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The notice requirements for an ordinary resolution, an extraordinary
resolution and a special resolution are as follows:

(1)   ordinary resolution -- 14 days' notice;

(2)   extraordinary resolution -- 14 days' notice; and

(3)   special resolution -- 21 days' notice.

Notwithstanding the foregoing notice requirements, 21 days' notice must be
given for an annual general meeting and any resolutions to be proposed
thereat.

LASMO's articles of association require 21 days' notice for a resolution
appointing a director.

In addition, general meetings may be called upon shorter notice if:

(1)   in the case of an annual general meeting, all the shareholders who
are permitted to attend and vote agree to the shorter notice; or

(2)   in the case of an extraordinary general meeting, a majority of the
shareholders holding at least 95 per cent by nominal value of the shares
which can be voted at the meeting so agree.

LASMO's articles of association state that any notice shall be exclusive of
the day on which it is served, or deemed to be served, and of the day for
which it is given.

"Extraordinary resolutions" are relatively unusual and are confined to
matters out of the ordinary course of business, such as a proposal to wind
up the affairs of the company.

"Special resolutions" generally involve proposals to:

(1)   change the name of the company;

(2)   alter its capital structure;

(3)   change or amend the rights of shareholders;

(4)   permit the company to issue new shares for cash without applying the
shareholders' preemptive rights,

(5)   amend the company's objects, or purpose, clause in its memorandum of
association;

(6)   amend the company's articles of association; or

(7)   carry out other matters for which the company's articles of
association or the Companies Act prescribe that a "special resolution"
is required.

All other proposals relating to the ordinary course of the company's
business, such as the election of directors and transactions such as
mergers, acquisitions and dispositions, are the subject of an "ordinary
resolution".

APPRAISAL RIGHTS

(i)  Amerada Hess Stockholders

Delaware law provides stockholders of a corporation involved in a merger
the right to demand and receive payment of the fair value of their stock in
certain mergers. However, appraisal rights are not available to holders of
shares:

(1)   listed on a national securities exchange;

(2)   designated as a national market system security on an interdealer
quotation system operated by the National Association of Securities
Dealers, Inc.; or

(3)   held of record by more than 2,000 stockholders;

unless holders of stock are required to accept in the merger anything other
than any one of the following or a combination thereof:

(A)  shares of stock or depositary receipts of the surviving corporation in
the merger;

(B)  shares of stock or depositary receipts of another corporation that, at
the effective date of the merger, will be either:

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(a)   listed on a national securities exchange;

(b)   designated as a national market system security on an interdealer
quotation system operated by the National Association of Securities
Dealers, Inc.; or

(c)   held of record by more than 2,000 holders; or

(C)  cash in lieu of fractional shares of the stock or depositary receipts
received.

In addition, appraisal rights are not available to the holders of shares of
the surviving corporation in the merger, if the merger does not require the
approval of the stockholders of that corporation.

(ii)  LASMO Shareholders

Under English law, shareholders do not generally have appraisal rights, as
the concept is understood under Delaware law, and LASMO's articles of
association do not contain any appraisal rights.

Certain limited rights exist where an offeror who, pursuant to a takeover
offer for a company, has acquired or contracted to acquire not less than 90
per cent. in value of the shares to which the offer relates, seeks to
acquire outstanding minority shareholdings pursuant to the compulsory
acquisition provisions under the Companies Act.

Similarly, under a scheme of reconstruction under Section 110 of the UK
Insolvency Act 1986, a shareholder can require the liquidator to abstain
from carrying the resolution into effect, or to purchase his/her interest
at a price agreed or determined by arbitration.

Additionally, any shareholder who complains that the affairs of the company
are being conducted, or that the directors' powers are being exercised, in
a manner unfairly prejudicial to him/her or some part of the shareholders
(including himself/herself), or in disregard of his/her proper interests as
a shareholder, may apply to the High Court in England for relief. If the
High Court finds the complaint to be justified, it may exercise its
discretion and order the purchase of the shares on such terms, including as
to price, as the High Court may determine.

PREEMPTIVE RIGHTS

(i)  Amerada Hess Stockholders

Under Delaware law, a stockholder is not entitled to preemptive rights to
subscribe for additional issues of stock or any security convertible into
stock unless they are specifically granted in the certificate of
incorporation. Such rights are not provided in the Amerada Hess certificate
of incorporation.

(ii)  LASMO Shareholders

Under English law, the issue for cash of:

(1)   equity securities, being those which, with respect to dividends or
capital, carry a right to participate beyond a specified amount; or

(2)   rights to subscribe for, or convert, into equity securities;

must be offered first to the existing equity shareholders in proportion to
the respective nominal value of their holdings, unless a special resolution
to the contrary has been passed by shareholders in a general meeting, or
the articles of association provide otherwise.

It is customary for many English companies listed on the London Stock
Exchange to pass a resolution on an annual basis to authorise the board of
directors to disapply pre-emption rights in respect of a specified amount
of share capital, generally five per cent. of issued share capital, without
pre-emption rights.

AMENDMENT OF GOVERNING INSTRUMENTS

(i)  Amerada Hess Stockholders

Under Delaware law, unless the certificate of incorporation requires a
greater vote, an amendment to the certificate of incorporation requires:

(1)    the recommendation of the board of directors;

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(2)   the affirmative vote of a majority of the outstanding stock entitled
to vote thereon; and

(3)   the affirmative vote of a majority of the outstanding stock of each
class entitled to vote thereon as a class.

The certificate of incorporation of Amerada Hess provides that Amerada Hess
reserves the right to amend, alter, change or repeal any provision
contained in the certificate of incorporation, in the manner prescribed by
statute except that Article Fifth (relating to classification of directors,
removal of directors, shareholder action and certain related matters)
thereof may only be amended by the affirmative vote of holders of 80 per
cent. of the outstanding voting power of all the then outstanding shares of
capital stock entitled to vote and Article Ninth (relating to certain
business combinations) may be amended by the affirmative vote of holders of
two-thirds of the outstanding shares of capital stock entitled to vote. All
rights conferred upon stockholders in the certificate of incorporation are
granted subject to this reservation.

Under Delaware law, stockholders have the power to adopt, amend or repeal
by-laws unless the certificate of incorporation gives those powers to the
directors of the corporation.

The by-laws of Amerada Hess provide that any provision of the by-laws may
be altered or repealed at any regular or special meeting of the
stockholders or the board of directors if notice of the proposed alteration
or repeal is set forth in the notice of such meeting, by the affirmative
vote of a majority of the capital stock entitled to vote, except that
certain provisions may be altered and repealed only by the affirmative vote
of 80 per cent. of the holders of capital stock entitled to vote.

(ii)  LASMO Shareholders

Under English law, shareholders have the power to amend:

(1)   the objects, or purpose, clause in a company's memorandum of
association; and

(2)   any provisions of the company's articles of association;

by special resolution, subject to, in the case of amendments to the objects
clause of the memorandum of association, the right of dissenting
shareholders to apply to the courts to cancel the amendments within 21 days
of the passing of the resolution.

Under English law, the board of directors is not authorised to change the
memorandum or articles of association.

Amendments affecting the rights of the holders of any class of shares may,
depending on the rights attached to the class and the nature of the
amendments, also require approval by extraordinary resolution of the
classes affected in separate class meetings.

LASMO's articles of association provide for the variation of class rights
if sanctioned in writing either by holders of not less than 75 per cent. in
nominal value of the issued shares in the class, or an extraordinary
resolution of the class affected in a separate class meeting.

STOCK CLASS RIGHTS

(i)  Amerada Hess Stockholders

Under Delaware law, any change to the rights of holders of the Amerada Hess
Shares or any series of preferred stock would require an amendment to the
Amerada Hess certificate of incorporation.

Delaware law provides that the holders of shares of a class or series shall
be entitled to vote as a class upon a proposed amendment if the amendment
will:

(1)   increase or decrease the authorised shares of the class or series;

(2)   increase or decrease the par value of the shares of the class or
series; or

(3)   alter or change the powers, preferences or special rights of the
shares of the class or series so as to affect them adversely.

Under its certificate of incorporation Amerada Hess has the right to issue
shares of common stock as well as shares of preferred stock.

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The shares of authorised common stock shall be identical in all respects
and have equal rights and privileges. Without action by the stockholders,
such shares of common stock may be issued by Amerada Hess from time to time
for such consideration as may be fixed by the board of directors; provided,
however, that such consideration shall not be less than par value. Any and
all shares so issued, the full consideration for which has been paid or
delivered shall be deemed fully paid stock non-assessable. No holder of
shares of common stock shall be entitled as a matter of right, preemptive
or otherwise, to subscribe for, purchase or receive any shares of the stock
of Amerada Hess of any class, now or hereafter authorised, or any options
or warrants for such stock or securities convertible into or exchangeable
for such stock, or any shares held in the treasury of Amerada Hess.

The board of directors shall have the authority to issue the shares of the
preferred stock from time to time on such terms and conditions as it may
determine, and to divide the preferred plan into one or more classes or
series and in connection with the creation of any such class or series to
fix by the resolution or resolutions providing for the issue of shares
thereof the designations, powers, preferences and relative participating,
optional or other special rights of such class or series, and the
qualifications, limitations, or restrictions thereof, to the full extent
now or hereafter permitted by law. The number of authorised shares of
preferred stock may be increased or decreased (but not below the number
then outstanding) by the affirmative vote of the holders of a majority of
the common stock, without a vote of the holders of the preferred plan,
unless a vote of any such holders is required pursuant to the certificate
or certificates establishing the series of preferred stock.

(ii)  LASMO Shareholders

See "Amendment of governing instruments".

SHAREHOLDERS' VOTES ON CERTAIN TRANSACTIONS

(i)  Amerada Hess Stockholders

Generally, under Delaware law, unless the certificate of incorporation
provides for the vote of a larger portion of the stock, completion of a
merger, consolidation, sale, lease or exchange of all or substantially all
of a corporation's assets or dissolution requires:

(1)   the approval of the board of directors; and

(2)   approval by the vote of the holders of a majority of the outstanding
stock or, if the certificate of incorporation provides for more or less
than one vote per share, a majority of the votes of the outstanding
stock of a corporation entitled to vote on the matter.

The Amerada Hess certificate of incorporation requires the affirmative vote
of not less than two-thirds of the capital stock having voting power to
authorize a sale, lease or exchange of all or substantially all of the
property and assets of Amerada Hess. Also, the certificate requires the
affirmative vote of two-thirds of the capital stock entitled to vote (other
than the shares held by certain defined acquiring persons) to approve
certain business combinations with such an acquiring person.

Under the rules of the NYSE, acquisitions involving the following require
shareholder approval:

(l)    the issuance of stock to a substantial securityholder, a director or
an officer; or

(2)   the issuance of additional shares of common stock of a listed company
if:

(a)   the common stock has, or will have upon issuance, voting power
equal to or in excess of 20 per cent. of the voting power
outstanding before the issuance of such stock; or

(b)   the number of shares of common stock to be issued is, or will be
upon issuance, equal to or in excess of 20 per cent. of the number
of shares of common stock outstanding before the issuance of such
stock.

(ii)  LASMO Shareholders

The Companies Act provides for schemes of arrangement, which are
arrangements or compromises between a company and any class of shareholders
or creditors and used in certain types

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of reconstructions, amalgamations, capital reorganisations or takeovers.
These arrangements require the approval at a special meeting convened by
order of the court, of:

(1)   a majority in number of shareholders or creditors representing 75 per
cent. in value of the capital held by, or debt owed to, the class of
shareholders or creditors, or class thereof present and voting, either
in person or by proxy; and

(2)   the court.

Once approved and sanctioned, all shareholders and creditors of the
relevant class are bound by the terms of the scheme. A scheme of
reconstruction under Section 110 of the UK Insolvency Act 1986 may be made
when a company is being wound-up voluntarily. Under the terms of such a
scheme and with the sanction of a special resolution of the shareholders,
the whole or part of the company's business or property is transferred to a
second company. Any dissenting shareholder can require the liquidator to
abstain from carrying the resolution into effect or to purchase his/her
interest at a price agreed or determined by arbitration.

The Companies Act also provides:

(1)   that where a takeover offer is made for the shares of an English
company; and

(2)   within four months of the date of the offer, the offeror has acquired
or contracted to acquire at least nine-tenths in value of the shares of
any class to which the offer relates;

the offeror may, within two months of reaching the nine-tenths level,
require shareholders who do not accept the offer to transfer their shares
on the terms of the offer. A dissenting shareholder may object to the
transfer or its proposed terms by applying to the court within six weeks of
the date on which notice of the transfer was given. In the absence of fraud
or oppression, the court is unlikely to order that the acquisition not take
effect, but it may specify terms of the transfer that it finds appropriate.
A minority shareholder is also entitled in these circumstances, in the
alternative, to require the offeror to acquire his/her shares on the terms
of the offer.

Under the Listing Rules, shareholder approval:

(1)   is required for an acquisition or disposal by a listed company if,
generally, the size of the company or business to be acquired or
disposed of represents 25 per cent. or more of the size of the listed
company; and

(2)   may also be required for an acquisition or disposal of assets between
a listed company and related parties, including:

(a)   directors of the company or its subsidiaries;

(b)   holders of ten per cent. of the nominal value of any class of the
company's, or any holding company's, or its subsidiary's shares
having the right to vote; or

(c)   any of their affiliates.

RIGHTS OF INSPECTION

(i)  Amerada Hess Stockholders

Delaware law allows any stockholder:

(1)   to inspect:

(a)   the corporation's stock ledger;

(b)   a list of its stockholders; and

(c)   its other books and records; and

(2)   to make copies or extracts of those materials during normal business
hours; provided, however, that:

(a)   the stockholder makes a written request under oath stating the
purpose of his/her inspection; and

(b)   the inspection is for a purpose reasonably related to the person's
interest as a stockholder.
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The by-laws of Amerada Hess provide that the board of directors shall
determine from time to time whether, when and under what conditions and
regulations the accounts and books of Amerada Hess (except such as may by
statute be specifically open to inspection) or any of them shall be open to
the inspection of the stockholders and the stockholders' rights in this
respect are and shall be restricted and limited accordingly.

(ii)  LASMO Shareholders

Except when closed under the provisions of the Companies Act, the register
and index of names of shareholders of an English company may be inspected
during business hours:

(1)   without payment, by its shareholders; or

(2)   for a fee by any other person.

In both cases, the documents may be copied for a fee.

The shareholders of an English public company may also inspect, without
charge, during business hours:

(1)   minutes of meetings of the shareholders and obtain copies of the
minutes for a fee; and

(2)   service contracts of the company's directors, if the contracts have
more than 12 months to run or require more than 12 months' notice to
terminate.

In addition, the published annual accounts of a public company are required
to be available for shareholders at a general meeting and a shareholder is
entitled to a copy of these accounts.

STANDARD OF CONDUCT FOR DIRECTORS

(i)  Amerada Hess Stockholders

The DGCL does not contain specific provisions setting forth the standard of
conduct of a director. The scope of the fiduciary duties of directors is
generally determined by the courts of the State of Delaware. In general,
directors have a duty to act without self-interest, on a well-informed
basis and in a manner they reasonably believe to be in the best interest of
the shareholders.

(ii)  LASMO Shareholders

Under English law, a director has a fiduciary duty to act in a company's
best interests. This duty includes obligations:

(1)   not to create an actual or potential conflict between his/her duty to
the company and duties to any other person or his/her personal
interests; and

(2)   to exercise his/her powers only in accordance with the memorandum and
articles of association of the company.

In addition, a director must exercise reasonable care and skill. The
precise scope of this duty is unclear, but the test appears to be both
subjective (i.e., was the director's conduct that of a reasonably diligent
person who has the knowledge and experience of the director) and objective
(i.e., was the director's conduct that of a reasonably diligent person
having the knowledge and experience that a director should have).

The Companies Act contains restrictions on a company's power to make loans
and confer other benefits to directors and persons connected with them.

CLASSIFICATION OF THE BOARD OF DIRECTORS

(i)  Amerada Hess Stockholders

Delaware law permits the certificate of incorporation or a
stockholder-adopted by-law to provide that directors be divided into one,
two or three classes, with the term of office of one class of directors to
expire each year.

The Amerada Hess certificate of incorporation provides for classification
of its board of directors into three classes, as nearly equal in number as
possible. Each class is elected to a term expiring at the annual meeting of
stockholders held in the third year following the year of such election.
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(ii)  LASMO Shareholders

There are no provisions under English law which govern the term of office
of directors, although shareholder approval is required if a director's
contract of employment is for a period of more than five years.

The Combined Code, which contains principles of good governance and a code
of best practice and is appended to the Listing Rules, recommends that the
notice period under directors' service contracts should ideally be set at
one year or less.

LASMO articles of association provide that at every general meeting one
third of the directors must retire. These retiring directors may be
re-appointed by the meeting.

REMOVAL OF DIRECTORS

(i)  Amerada Hess Stockholders

Delaware law provides that a director may be removed with or without cause
by the holders of a majority in voting power of the shares entitled to vote
at an election of directors, except that:

(1)   members of a classified board of directors may be removed only for
cause, unless the certificate of incorporation provides otherwise; and

(2)   directors may not be removed in certain situations in the case of a
corporation having cumulative voting.

Even though Amerada Hess has a classified board of directors, the by-laws
of Amerada Hess provide that any director may be removed at any time,
either for or without cause, but only by the affirmative vote of holders of
at least 80 per cent. of the voting power of the shares of capital stock
then entitled to vote.

Amerada Hess does not have cumulative voting.

(ii)  LASMO Shareholders

Under the Companies Act, shareholders may remove a director without cause
by ordinary resolution, irrespective of any provisions of the company's
articles of association or service contract the director has with the
company, provided, however, that 28 clear days' notice of the resolution is
given to the company.

VACANCIES ON THE BOARD OF DIRECTORS

(i)  Amerada Hess Stockholders

Under Delaware law, unless otherwise provided in the certificate of
incorporation or the by-laws the following vacancies may be filled by a
vote of a majority of the directors then in office:

1.    vacancies on a board of directors; and

2.    newly created directorships resulting from an increase in the
authorized number of directors.

However, if the holders of any specific class of stock are entitled to
elect directors, vacancies and newly created directorships of the class may
only be filled by a majority of the directors elected by the class. In the
case of a classified board, directors elected to fill vacancies or newly
created directorships will hold office until the next election of the class
for which the directors have been chosen.

(Except as otherwise provided in the rights of a class or series of
preferred stock having preference over common stock under specified
circumstances, the by-laws of Amerada Hess provide that vacancies created
by death, resignation, removal or disqualification and newly created
directorships resulting from any increase in the authorised number of
directors may be filled by the affirmative vote of a majority of the
directors remaining in office, although less than a quorum. Each director
so chosen shall hold office for the remainder of the full term of the class
of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified).

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(ii)  LASMO Shareholders

Under English law, shareholders may by ordinary resolution, at a meeting at
which any director retires, appoint a person to be a director:

1.    to fill a vacancy; or

2.    to become an additional director, subject to any maximum provided in
the company's articles of association.

The board of directors has the power to appoint a director to serve until
the next general meeting of the company, whereupon the director concerned
is required to retire, but will be eligible for re-election. However, the
total number of directors shall not exceed any maximum number fixed in
accordance with the company's articles of association.

LASMO's articles of association provide that the minimum number of
directors shall be two and that there shall be no maximum, unless and until
otherwise determined by the company by ordinary resolution.

LIABILITY OF DIRECTORS AND OFFICERS

(i)  Amerada Hess Stockholders

Delaware law permits a corporation's certificate of incorporation to
include a provision eliminating or limiting the personal liability of a
director to the corporation and its stockholders for damages arising from a
breach of fiduciary duty as a director. However, no provision can limit the
liability of a director for:

(1)   any breach of his/her duty of loyalty to the corporation or its
stockholders;

(2)   acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

(3)   intentional or negligent payment of unlawful dividends or stock
purchases or redemptions; or

(4)   any transaction from which he/she derives an improper personal
benefit.

The Amerada Hess certificate of incorporation provides that a director of
Amerada Hess shall not be personally liable to Amerada Hess or its
shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability which would otherwise exist under applicable
law (i) for any breach of the director's duty of loyalty to Amerada Hess
and its shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (unlawful payment of dividend or unlawful stock
purchase or redemption) or (iv) for any transaction from which the director
derived any improper personal benefit.

If the DGCL is amended after approval by the stockholders of this provision
in the certificate of incorporation to authorise corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited
to the fullest extent permitted by the DGCL, as so amended. The certificate
of incorporation also provide that any repeal or modification of this
provision in the certificate of incorporation shall not adversely affect
any right or protection of a director of the corporation existing at the
time of such repeal or modification.

(ii)  LASMO Shareholders

English law does not permit a company to exempt any director, officer of
the company or any person employed by the company as an auditor, from any
liability arising from negligence, default, breach of duty or breach of
trust against the company.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

(i)  Amerada Hess Stockholders

Delaware law provides that a corporation may indemnify any officer or
director who is made a party to any suit or proceeding on account of being
a director, officer or employee of the corporation against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement
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reasonably incurred by him/her in connection with the action, through,
among other things, a majority vote of a quorum consisting of directors who
were not parties to the suit or proceeding if the officer or director:

(1)   acted in good faith and in a manner he/she reasonably believed to be
in the best interests of the corporation; and

(2)   in a criminal proceeding, had no reasonable cause to believe his/her
conduct was unlawful.

The by-laws of Amerada Hess contain specific authority for indemnification
by the corporation of current and former directors, officers, employees or
agents of the corporation.

Amerada Hess maintains policies of insurance under which Amerada Hess and
its directors and officers are insured subject to specified exclusions and
deductibles and maximum amounts against loss arising from any claim which
may be made against Amerada Hess or any director or officer of Amerada Hess
by reason of any breach of duty, neglect, error, misstatement, omission or
act done or alleged to have been done while acting in their respective
capabilities.

(ii)  LASMO Shareholders

English law does not permit a company to indemnify:

(1)   a director or officer of the company; or

(2)   any person employed by the company as an auditor;

against any liability arising from negligence, default, breach of duty or
breach of trust against the company, except that indemnification is allowed
for liabilities incurred in proceedings in which:

(1)   judgment is entered in favour of the director or officer, or the
director or officer is acquitted; or

(2)   the director or officer is held liable, but the court finds that
he/she acted honestly and reasonably and that relief should be granted.

The Companies Act enables companies to purchase and maintain insurance for
directors, officers and auditors against liabilities arising from
negligence, default, breach of duty or breach of trust against the company.

LASMO's articles of association authorise the company to purchase and
maintain such insurance for any directors, officers or auditors of the
company.

See also "Liability of directors and officers".

SHAREHOLDER SUITS

(i)  Amerada Hess Stockholders

Under Delaware law, a stockholder may initiate a derivative action to
enforce a right of a corporation if the corporation fails to enforce the
right itself. The complaint must:

(1)   state that the plaintiff was a stockholder at the time of the
transaction of which the plaintiff complains or that the plaintiffs
shares thereafter devolved on the plaintiff by operation of law; and

(2)   (a)   allege with particularity the efforts made by the plaintiff to
obtain the action the plaintiff desires from the directors and the
reasons for the plaintiff's failure to obtain the action; or

(b)   state the reasons for not making the effort.

Additionally, the plaintiff must remain a stockholder through the duration
of the derivative suit. The action will not be dismissed or compromised
without the approval of the Delaware Court of Chancery.

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(ii)  LASMO Shareholders

While English law only permits a shareholder to initiate a lawsuit on
behalf of the company in limited circumstances, the Companies Act permits a
shareholder whose name is on the register of shareholders of the company to
apply for a court order:

(1)   when the company's affairs are being or have been conducted in a
manner unfairly prejudicial to the interests of all or some
shareholders, including the shareholder making the claim; or

(2)   when any act or omission of the company is or would be so
prejudicial.

A court has wide discretion in granting relief, and may authorize civil
proceedings to be brought in the name of the company by a shareholder on
terms that the court directs. Except in these limited circumstances,
English law does not generally permit class action lawsuits by shareholders
on behalf of the company, or on behalf of other shareholders.

CERTAIN PROVISIONS RELATING TO SHARE ACQUISITIONS

(i)  Amerada Hess Stockholders

Section 203 of the DGCL prohibits "business combinations", including
mergers, sales and leases of assets, issuances of securities and similar
transactions by a corporation or a subsidiary with an "interested
stockholder" who beneficially owns 15 per cent. or more of a corporation's
voting stock, within three years after the person or entity becomes an
interested stockholder, unless:

(1)   prior to the time at which the stockholder became an interested
stockholder, the business combination or the transaction that caused the
person to become an interested stockholder is approved by the board of
directors of the corporation;

(2)   after completion of the transaction in which the person becomes an
interested stockholder, the interested stockholder holds at least 85 per
cent. of the voting stock of the corporation not including (i) shares
held by officers and directors of interested stockholders and (ii)
shares held by specified employee benefit plans; or

(3)   after the person becomes an interested stockholder, the business
combination is approved by the board and holders of at least two thirds
of the outstanding voting stock, excluding shares held by the interested
stockholder.

(ii)  LASMO Shareholders

In the case of a company listed on the London Stock Exchange, shareholder
approval must be obtained for certain acquisitions or disposals of assets
involving directors, substantial shareholders or their associates. In
addition, takeovers of public companies, whether or not listed on the
London Stock Exchange, are regulated by the City Code, which is:

(1)   comprised of non-statutory rules unenforceable at law; and

(2)   administered by the Panel, a body consisting of representatives of
City of London financial and professional institutions, which oversees
the conduct of takeovers.

The City Code provides that when:

(1)   any person acquires, whether by a series of transactions over a
period of time or not, shares which, together with shares held or
acquired by persons acting in concert with him/her, represent 30 per
cent or more of the voting rights of a public company; or

(2)   any person, together with persons acting in concert with him/her,
holds at least 30 per cent. but not more than 50 per cent. of the voting
rights and that person, or any person acting in concert with him/her,
acquires any additional shares which increase his/her percentage of the
voting rights;

the person must generally make an offer for all of the equity shares of the
company, whether voting or nonvoting, and any class of voting non-equity
shares of the company held by that person or any person acting in concert
with him/her, for cash, or accompanied by a cash alternative, at not less
than the highest price paid by the person or these persons for the relevant
shares during the 12 months preceding the date of the offer.

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ANTI-TAKEOVER MEASURES

(i)  Amerada Hess Stockholders

Under Delaware law, directors generally have a duty to act without
self-interest, on a well-informed basis and in a manner they reasonably
believe to be in the best interests of the stockholders.

Nevertheless, a Delaware court will generally apply a policy of judicial
deference to board of directors decisions to adopt anti-takeover measures
in the face of a potential takeover where the directors are able to show
that:

(1)   they had reasonable grounds for believing that there was a danger to
corporate policy and effectiveness from an acquisition proposal; and

(2)   the board action taken was reasonable in relation to the threat
posed.

(ii)  LASMO Shareholders

Under English law, directors of a company have a fiduciary duty to take
only those actions which are in the interests of the company. Generally,
anti-takeover measures are not actions which fall within this category.

Under the City Code, a company is prohibited from taking any action without
the approval of its shareholders at a general meeting after:

(1)   a bona fide offer has been communicated to its board of directors; or

(2)   its board of directors has reason to believe that a bona fide offer
might be imminent;

if that action could effectively result in the offer being frustrated or in
the shareholders being denied an opportunity to decide on its merits.

DISCLOSURE OF INTERESTS

(i)  Amerada Hess Stockholders

Acquirers of common stock are subject to disclosure requirements under
Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder, which
provide that any person who becomes the beneficial owner of more than five
per cent of the outstanding common stock of Amerada Hess must, within ten
days after such acquisition:

(1)   file a Schedule 13D with the SEC disclosing specified information:
and

(2)   send a copy of the Schedule 13D to Amerada Hess and to each
securities exchange on which the security is traded.

(ii)  LASMO Shareholders

The Companies Act provides that anyone who acquires a material interest or
becomes aware that he/she has acquired a material interest in three per
cent. or more of any class of shares of a public company's issued share
capital carrying rights to vote at general shareholder meetings must notify
that company in writing of his/ her interest within two days. Thereafter,
any increase or decrease of a whole percentage or decrease which reduces
the interest to below three per cent. must be notified in writing to the
company.

In addition, the Companies Act provides that a public company may, by
notice in writing, require a person whom the company knows or reasonably
believes to be or to have been within the three preceding years, interested
in the company's issued voting share capital, to:

(1)   confirm whether this is or is not the case; and

(2)   if this is the case, to give further information that the company
requires relating to his/her interest and any other interest in the
company's shares of which he/she is aware.

The disclosure must be made within a reasonable period as specified in the
relevant notice, which may be as short as one or two days.

When the notice is served by a company on a person who is, or was,
interested in shares of the company and that person fails to give the
company any information required by the notice within the
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time specified in the notice, the company may apply to the court for an
order directing that the shares in question be subject to restrictions
prohibiting, among other things:

(1)   any transfer of the shares;

(2)   the exercise of voting rights;

(3)   the issue of further shares; and

(4)   other than a liquidation, dividends and other payments.

These restrictions may also void any agreement to transfer the shares.

LIMITATIONS ON ENFORCEABILITY OF CIVIL LIABILITIES UNDER US FEDERAL SECURITIES
LAWS

Ability to bring suits, enforce judgments and enforce US law

(i)  Amerada Hess Stockholders

Amerada Hess is a US company incorporated under the laws of Delaware. All
but one of its directors and officers are residents of the United States,
and Amerada Hess has substantial assets located in the United States. As a
result, US investors generally can initiate lawsuits in the United States
against Amerada Hess and its directors and officers and can enforce
lawsuits based on US federal securities laws in US courts.

(ii)  LASMO Shareholders

LASMO is an English company located in the United Kingdom. Many of the
directors and officers of LASMO are residents of the United Kingdom and not
the United States. A large portion of the assets of LASMO and its directors
and officers are located outside of the United States. As a result, US
investors may find it difficult, in a lawsuit based on the civil liability
provisions of the US federal securities laws, to:

(1)   effect service within the United States upon LASMO and the directors
and officers of LASMO located outside the United States;

(2)   enforce in US courts or outside the United States judgments obtained
against those persons in US courts;

(3)   enforce in US courts judgments obtained against those persons in
courts in jurisdictions outside the United States; and

(4)   enforce against those persons in the United Kingdom, whether in
original actions or in actions for the enforcement of judgments of US
courts, civil liabilities based solely upon the US federal securities
laws.

"Short swing" profits

(i)  Amerada Hess Stockholders

Directors and officers of Amerada Hess are governed by rules under the
Exchange Act that may require directors and officers to forfeit to Amerada
Hess any "short swing" profits realized from purchases and sales, as
determined under the Exchange Act and the rules thereunder, of Amerada Hess
equity securities.

(ii)  LASMO Shareholders

Directors and officers of LASMO are not subject to the Exchange Act's
"short swing" profit rules because LASMO is currently a foreign private
issuer under the Exchange Act, which is not subject to these rules.

However, directors of LASMO are currently subject to applicable UK
legislation prohibiting insider dealing. In addition, the directors have to
comply with the Model Code of the UK Listing Authority, which provides that
the considerations taken into account by directors when deciding whether or
not to deal in shares of the company of which they are a director, must not
be of a short-term nature. The Model Code also places additional
restrictions on trading during periods prior to announcement of a company's
results.

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PROXY STATEMENTS AND REPORTS

(i)  Amerada Hess Stockholders

Under the Exchange Act proxy rules, Amerada Hess must comply with notice
and disclosure requirements relating to the solicitation of proxies for
stockholder meetings.

(ii)  LASMO Shareholders

As a foreign private issuer, LASMO is not subject to the Exchange Act proxy
rules. However, LASMO is governed by the Companies Act and the Listing
Rules regulating notices of shareholder meetings, which provide that notice
of a shareholder meeting must be accompanied by:

(1)   a shareholder circular containing an explanation of the purpose of
the meeting; and

(2)   the recommendations of the board with respect to actions to be taken.

In addition, LASMO sends LASMO ordinary shareholders a copy of its annual
report and accounts, or a summary thereof.

In addition, under the Listing Rules, LASMO is required to send to
shareholders details relating to certain acquisitions, dispositions,
takeovers, mergers and offers, either made by, or to respect of, the
company, depending on their size and importance.

REPORTING REQUIREMENTS

(i)  Amerada Hess Stockholders

As a US public company, Amerada Hess must file with the SEC, among other
reports and notices:

(1)   an annual report on Form 10-K within 90 days after the end of each
fiscal year;

(2)   quarterly reports on Form 10-Q within 45 days after the end of each
of the first three fiscal quarters of each year; and

(3)   current reports on Form 8-K upon the occurrence of important
corporate events.

(ii)  LASMO Shareholders

Under English law, LASMO must file the following documents, inter alia,
with Companies House:

(1)   annual accounts and report, seven months after the end of the
relevant accounting period (this period is reduced to six months under
the Listing Rules);

(2)   annual return, within 28 days after the date to which it is made up;

(3)   forms 288 noting the resignation and appointment of directors and
secretary, within 14 days of the date of the change;

(4)   auditors' notice of resignation, within 14 days of the company's
receipt of such notice; and

(5)   copies of all special and extraordinary resolutions passed by the
company, within 15 days of the date the resolution was passed.

LASMO is also required to notify the London Stock Exchange of:

(1)   any major new developments relating to its business which are not
public knowledge and may lead to a substantial movement in its stock
price;

(2)   notifications received by it from persons holding an interest in
three per cent. or more of any class of the company's share capital;

(3)   any changes in its board of directors;

(4)   any purchase or redemption by it of its own equity securities;

(5)   interests of directors in its shares or debentures; and

(6)   changes in its capital structure.

The Listing Rules also require LASMO to publish an interim report within
four months of the end of each half year.

LASMO also has certain reporting obligations as a foreign private issuer
under US securities laws.

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APPENDIX VIII

CERTAIN PROVISIONS OF THE COMPANIES ACT

Set out below is an extract from the Companies Act:

PART IXA

TAKEOVER OFFERS

428.  TAKEOVER OFFERS

(1)    In this Part of this Act "takeover offer" means an offer to acquire all
the shares, or all the shares of any class or classes, in a company (other
than shares which at the date of the offer are already held by the
offeror), being an offer on terms which are the same in relation to all
the shares to which the offer relates or, where those shares include
shares of difference classes, in relation to all the shares of each class.

(2)    In subsection (1) "shares" means shares which have been allotted on the
date of the offer but a takeover offer may include among the shares to
which it relates all or any shares that are subsequently allotted before a
date specified in or determined in accordance with the terms of the offer.

(3)    The terms offered in relation to any shares shall for the purpose of this
section be treated as being the same in relation to all the shares or, as
the case may be, all the shares of a class to which the offer relates
notwithstanding any variation permitted by subsection (4).

(4)    A variation is permitted by this subsection where -

(a)   the law of a country or territory outside the United Kingdom
precludes an offer of consideration in the form or any of the forms
specified in the terms in question or precludes it except after
compliance by the offeror with conditions with which he is unable to
comply or which he regards as unduly onerous; and

(b)   the variation is such that the persons to whom an offer of
consideration in that form is precluded are able to receive
consideration otherwise than in that form but of substantially
equivalent value.

(5)    The reference in subsection (1) to shares already held by the offeror
includes a reference to shares which he has contracted to acquire but that
shall not be construed as including shares which are the subject of a
contract binding the holder to accept the offer when it is made, being a
contract entered into by the holder either for no consideration and under
seal or for no consideration other than a promise by the offeror to make
the offer.

(6)    In the application of subsection (5) to Scotland the words "and under
seal" shall be omitted.

(7)    Where the terms of an offer make provision for their revision and for
acceptances on the previous terms to be treated as acceptances on the
revised terms, the revision shall not be regarded for the purposes of this
Part of this Act as the making of a fresh offer and references in this
Part of this Act to the date of the offer shall accordingly be construed
as references to the date on which the original offer was made.

(8)    In this Part of this Act the "offeror" means, subject to section 430D,
the person making a takeover offer and the "company" means the company
whose shares are the subject of the offer.

429.  RIGHT OF OFFEROR TO BUY OUT MINORITY SHAREHOLDERS

(1)    If, in a case in which a takeover offer does not relate to shares of
different classes, the offeror has by virtue of acceptance of the offer
acquired or contracted to acquire not less than nine-tenths in value of
the shares to which the offer relates he may give notice to the holder of
any shares to which the offer relates which the offeror has not acquired
or contracted to acquire that he desires to acquire those shares.

(2)    If, in a case in which a takeover offer relates to shares of different
classes, the offeror has by virtue of acceptances of the offer acquired or
contracted to acquire not less than nine-tenths in

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value of the shares of any class to which the offer relates, he may give
notice to the holder of any shares of that class which the offeror has not
acquired or contracted to acquire that he desires to acquire those shares.

(3)    No notice shall be given under subsection (1) or (2) unless the offeror
has acquired or contracted to acquire the shares necessary to satisfy the
minimum specified in that subsection before the end of the period of four
months beginning with the date of the offer and no such notice shall be
given after the end of the period of two months beginning with the date on
which he has acquired or contracted to acquire shares which satisfy that
minimum.

(4)    Any notice under this section shall be given in the prescribed manner;
and when the offeror gives the first notice in relation to an offer he
shall send a copy of it to the company together with a statutory
declaration by him in the prescribed form stating that the conditions for
the giving of the notice are satisfied.

(5)    Where the offeror is a company (whether or not a company within the
meaning of this Act) the statutory declaration shall be signed by a
director.

(6)    Any person who fails to send a copy of a notice or statutory declaration
as required by subsection (4) or makes such a declaration for the purposes
of that subsection knowing it to be false or without having reasonable
grounds for believing it to be true shall be liable to imprisonment or a
fine, or both, and for continued failure to send the copy or declaration,
to a daily default fine.

(7)    If any person is charged with an offence for failing to send a copy of a
notice as required by subsection (4) it is a defence for him to prove that
he took reasonable steps for securing compliance with that subsection.

(8)    Where during the period within which a takeover offer can be accepted the
offeror acquires or contracts to acquire any of the shares to which the
offer relates but otherwise than by virtue of acceptances of the offer,
then, if -

(a)   the value of the consideration for which they are acquired or
contracted to be acquired ("the acquisition consideration") does not
at that time exceed the value of the consideration specified in the
terms of the offer; or

(b)   those terms are subsequently revised so that when the revision is
announced the value of the acquisition consideration, at the time
mentioned in paragraph (a) above, no longer exceeds the value of the
consideration specified in those terms,

the offeror shall be treated for the purposes of this section as having
acquired or contracted to acquire those shares by virtue of acceptances of
the offer; but in any other case those shares shall be treated as excluded
from those to which the offer relates.

430.  EFFECT OF NOTICE UNDER SECTION 429

(1)    The following provisions shall, subject to section 430C, have effect
where a notice is given in respect of any shares under section 429.

(2)    The offeror shall be entitled and bound to acquire those shares on the
terms of the offer.

(3)    Where the terms of an offer are such as to give the holder of any shares
a choice of consideration the notice shall give particulars of the choice
and state:

(a)   that the holder of the shares may within six weeks from the date of
the notice indicate his choice by a written communication sent to the
offeror at an address specified in the notice; and

(b)   which consideration specified in the offer is to be taken as
applying in default of his indicating a choice as aforesaid;

and the terms of the offer mentioned in subsection (2) shall be determined
accordingly.

(4)    Subsection (3) applies whether or not any time-limit or the other
conditions applicable to the choice under the terms of the offer can still
be complied with; and if the consideration chosen by the holders of the
shares:

(a)   is not cash and the offeror is no longer able to provide it; or

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(b)   was to have been provided by a third party who is no longer bound or
able to provide it,

the consideration shall be taken to consist of an amount of cash payable
by the offeror which at the date of the notice is equivalent to the chosen
consideration.

(5)    At the end of six weeks from the date of the notice the offeror shall
forthwith:

(a)   send a copy of the notice to the company; and

(b)   pay or transfer to the company the consideration for the shares to
which the notice relates.

(6)    If the shares to which the notice relates are registered the copy of the
notice sent to the company under subsection (5)(a) shall be accompanied by
an instrument of transfer executed on behalf of the shareholder by a
person appointed by the offeror; and on receipt of that instrument the
company shall register the offeror as the holder of those shares.

(7)    If the shares to which the notice relates are transferable by the
delivery of warrants or other instruments the copy of the notice sent to
the company under subsection (5)(a) shall be accompanied by a statement to
that effect, and the company shall on receipt of the statement issue the
offeror with warrants or other instruments in respect of the shares and
those already in issue in respect of the shares shall become void.

(8)    Where the consideration referred to in paragraph (b) of subsection (5)
consists of shares or securities to be allotted by the offeror the
reference in that paragraph to the transfer of the consideration shall be
construed as a reference to the allotment of the shares or securities to
the company.

(9)    Any sum received by a company under paragraph (b) of subsection (5) and
any other consideration received under that paragraph shall be held by the
company on trust for the person entitled to the shares in respect of which
the sum or other consideration was received.

(10)   Any sum received by a company under paragraph (b) of subsection (5), and
any dividend or other sum accruing from any other consideration received
by a company under that paragraph, shall be paid into a separate bank
account, being an account the balance on which bears interest at an
appropriate rate and can be withdrawn by such notice (if any) as is
appropriate.

(11)   Where after reasonable enquiry made at such intervals as are reasonable
the person entitled to any consideration held on trust by virtue of
subsection (9) cannot be found and twelve years have elapsed since the
consideration was received or the company is wound up the consideration
(together with any interest, dividend or other benefit that has accrued
from it) shall be paid into court.

(12)   In relation to a company registered in Scotland, subsections (13) and
(14) shall apply in place of subsection (11).

(13)   Where after reasonable enquiry made at such intervals as are reasonable
the person entitled to any consideration held on trust by virtue of
subsection (9) cannot be found and twelve years have elapsed since the
consideration was received or the company is wound up:

(a)   the trust shall terminate;

(b)   the company or, as the case may be, the liquidator shall sell any
consideration other than cash and any benefit other than cash that has
accrued from the consideration; and

(c)   a sum representing -

(i)    the consideration so far as it is cash;

(ii)   the proceeds of any sale under paragraph (b) above; and

(iii)  any interest, dividend or other benefit that has accrued from
the consideration,

shall be deposited in the name of the Accountant of Court in a bank
account such as is referred to in subsection (10) and the receipt for the
deposit shall be transmitted to the Account of Court.

(14)   Section 58 of the Bankruptcy (Scotland) Act 1985 (so far as consistent
with this Act) shall apply with any necessary modifications to sums
deposited under subsection (13) as that section applies to sums deposited
under section 57(1)(a) of that Act.

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(15)   The expenses of any such enquiry as is mentioned in subsection (11) or
(13) may be defrayed out of the money or other property held on trust for
the person or persons to whom the enquiry relates.

430A. RIGHT OF MINORITY SHAREHOLDER TO BE BOUGHT OUT BY OFFEROR

(1)    If a takeover offer relates to all the shares in a company and at any
time before the end of the period within which the offer can be accepted:

(a)   the offeror has by virtue of acceptances of the offer acquired or
contracted to acquire some (but not all) of the shares to which the
offer relates; and

(b)   those shares, with or without any other shares in the company which
he has acquired or contracted to acquire, amount to not less than
nine-tenths in value of all the shares in the company, the holder of
any shares to which the offer relates who has not accepted the offer
may by a written communication addressed to the offeror require him to
acquire those shares.

(2)    If a takeover offer relates to shares of any class or classes and at any
time before the end of the period within which the offer can be accepted:

(a)   the offeror has by virtue of acceptances of the offer acquired or
contracted to acquire some (but not all) of the shares of any class to
which the offer relates; and

(b)   those shares, with or without any other shares of that class which
he has acquired or contracted to acquire, amount to not less than
nine-tenths in value of all the shares of that class,

the holder of any shares of that class who has not accepted the offer may
by a written communication addressed to the offeror require him to acquire
those shares.

(3)    Within one month of the time specified in subsection (1) or, as the case
may be, subsection (2) the offeror shall give any shareholder who has not
accepted the offer notice in the prescribed manner of the rights that are
exercisable by him under that subsection; and if the notice is given
before the end of the period mentioned in that subsection it shall state
that the offer is still open for acceptance.

(4)    A notice under subsection (3) may specify a period for the exercise of
the rights conferred by this section and in that event the rights shall
not be exercisable after the end of that period; but no such period shall
end less than three months after the end of the period within which the
offer can be accepted.

(5)    Subsection (3) does not apply if the offeror has given the shareholder a
notice in respect of the shares in question under section 429.

(6)    If the offeror fails to comply with subsection (3) he and, if the offeror
is a company, every officer of the company who is in default or to whose
neglect the failure is attributable, shall be liable to a fine and for
continued contravention, to a daily default fine.

(7)    If an offeror other than a company is charged with an offence for failing
to comply with subsection (3) it is a defence for him to prove that he
took all reasonable steps for securing compliance with that subsection.

430B. EFFECT OF REQUIREMENT UNDER SECTION 430A

(1)    The following provisions shall, subject to section 430C, have effect
where a shareholder exercises his rights in respect of any shares under
section 430A.

(2)    The offeror shall be entitled and bound to acquire those shares on the
terms of the offer or on such other terms as may be agreed.

(3)    Where the terms of an offer are such as to give the holder of shares a
choice of consideration the holder of the shares may indicate his choice
when requiring the offeror to acquire them and the notice given to the
holder under section 430A(3) -

(a)   shall give particulars of the choice and of the rights conferred by
this subsection; and

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(b)   may state which consideration specified in the offer is to be taken
as applying in default of his indicating a choice;

and the terms of the offer mentioned in subsection (2) shall be determined
accordingly.

(4)    Subsection (3) applies whether or not any time-limit or other conditions
applicable to the choice under the terms of the offer can still be
complied with; and if the consideration chosen by the holder of the shares
-

(a)   is not cash and the offeror is no longer able to provide it; or

(b)   was to have been provided by a third party who is no longer bound or
able to provide it,

the consideration shall be taken to consist of an amount of cash payable
by the offeror which at the date where the holder of the shares requires
the offeror to acquire them is equivalent to the chosen consideration.

430C. APPLICATIONS TO THE COURT

(1)    Where a notice is given under section 429 to the holder of any shares the
court may, on an application made by him within six weeks from the date on
which the notice was given -

(a)   order that the offeror shall not be entitled and bound to acquire
the shares; or

(b)   specify terms of acquisition different from those of the offer.

(2)    If an application to the court under subsection (1) is pending at the end
of the period mentioned in subsection (5) of section 430 that subsection
shall not have effect until the application has been disposed of.

(3)    Where the holder of any shares exercises his rights under section 430A
the court may, on an application made by him or the offeror, order that
the terms on which the offeror is entitled and bound to acquire the shares
shall be such as the court thinks fit.

(4)    No order for costs or expenses shall be made against a shareholder making
an application under subsection (1) or (3) unless the court considers -

(a)   that the application was unnecessary, improper or vexations; or

(b)   that there has been unreasonable delay in making the application or
unreasonable conduct on his part in conducting the proceedings on the
application.

(5)    Where a takeover offer has not been accepted to the extent necessary for
entitling the offeror to give notices under subsection (1) or (2) of
section 429 the court may, on the application of the offeror, make an
order authorising him to give notices under that subsection if satisfied -

(a)   that the offeror has after reasonable enquiry been unable to trace
one or more of the persons holding shares to which the offer relates;

(b)   that the shares which the offeror has acquired or contracted to
acquire by virtue of acceptances of the offer, together with the
shares held by the person or persons mentioned in paragraph (a),
amount to not less than the minimum specified in that subsection; and

(c)   that the consideration offered is fair and reasonable;

but the court shall not make an order under this subsection unless it
considers that it is just and equitable to do so having regard, in
particular, to the number of shareholders who have been traced but who
have not accepted the offer.

430D. JOINT OFFERS

(1)    A takeover offer may be made by two or more persons jointly and in that
event this Part of this Act has effect with the following modifications.

(2)    The conditions for the exercise of the rights conferred by sections 429
and 430A shall be satisfied by the joint offerors acquiring or contracting
to acquire the necessary shares jointly (as respects acquisitions by
virtue of acceptances of the offer) and either jointly or separately (in
other cases); and, subject to the following provisions, the rights and
obligations of the offeror under those

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sections and sections 430 and 430B shall be respectively joint rights and
joint and several obligations of the joint offerors.

(3)    It shall be a sufficient compliance with any provision of those sections
requiring or authorising a notice or other document to be given or sent by
or to the joint offerors that it is given or sent by or to any of them;
but the statutory declaration required by section 429(4) shall be made by
all of them and, in the case of a joint offeror being a company, signed by
a director of that company.

(4)    In sections 428, 430(8) and 430E references to the offeror shall be
construed as references to the joint offerors or any of them.

(5)    In sections 430(6) and (7) references to the offeror shall be construed
as references to the joint offerors or such of them as they may determine.

(6)    In sections 430(4)(a) and 430B(4)(a) references to the offeror being no
longer able to provide the relevant consideration shall be construed as
references to none of the joint offerors being able to do so.

(7)    In section 430C references to the offeror shall be construed as
references to the joint offerors except that any application under
subsection (3) or (5) may be made by any of them and the reference in
subsection (5)(a) to the offeror having been unable to trace one or more
of the persons holding shares shall be construed as a reference to none of
the offerors having been able to do so.

430E. ASSOCIATES

(1)    The requirement in section 428(1) that a takeover offer must extend to
all the shares, or all the shares of any class or classes, in a company
shall be regarded as satisfied notwithstanding that the offer does not
extend to shares which associates of the offeror hold or have contracted
to acquire; but, subject to subsection (2), shares which any such
associate holds or has contracted to acquire, whether at the time when the
offer is made or subsequently, shall be disregarded for the purposes of
any reference in this Part of this Act to the shares to which a takeover
offer relates.

(2)    Where during the period within which a takeover offer can be accepted any
associate of the offeror acquires or contracts to acquire any of the
shares to which the offer relates, then, if the condition specified in
subsection 8(a) or (b) of section 429 is satisfied as respects those
shares they shall be treated for the purposes of that section as shares to
which the offer relates.

(3)    In section 430(A)(1)(b) and (2)(b) the reference to shares which the
offeror has acquired or contracted to acquire shall include a reference to
shares which any associate of his has acquired or contracted to acquire.

(4)    In this clause "associate", in relation to an offeror, means -

(a)   a nominee of the offeror;

(b)   a holding company, subsidiary or fellow subsidiary of the offeror or
a nominee of such a holding company, subsidiary or fellow subsidiary;

(c)   a body corporate in which the offeror is substantially interested;
or

(d)   any person who is, or is a nominee of, a party to an agreement with
the offeror for the acquisition of, or of an interest in, the shares
which are the subject of the takeover offer, being an agreement which
includes provisions imposing obligations or restrictions such as are
mentioned in section 204(2)(a).

(5)    For the purposes of subsection (4)(b) a company is a fellow subsidiary of
another body corporate if both are subsidiaries of the same body corporate
but neither is a subsidiary of the other.

(6)    For the purposes of subsection (4)(c) an offeror has a substantial
interest in a body corporate if -

(a)   that body or its directors are accustomed to act in accordance with
his directions or instructions; or

(b)   he is entitled to exercise or control the exercise of one-third or
more of the voting power at general meetings of that body.

VIII-6

208

(7)    Subsections (5) and (6) of section 204 shall apply to subsection (4)(d)
above as they apply to that section and subsections (3) and (4) of section
203 shall apply for the purposes of subsection (6) above as they apply for
the purposes of subsection (2)(b) of that section.

(8)    Where the offeror is an individual his associates shall also include his
spouse and any minor child or step-child of his.

430F. CONVERTIBLE SECURITIES

(1)    For the purposes of this Part of this Act securities of a company shall
be treated as shares in the company if they are convertible into or
entitle the holder to subscribe for such shares; and references to the
holder of shares or a shareholder shall be construed accordingly.

(2)    Subsection (1) shall not be construed as requiring any securities to be
treated -

(a)   as shares of the same class as those into which they are convertible
or for which the holder is entitled to subscribe; or

(b)   as shares of the same class as other securities by reason only that
the shares into which they are convertible or for which the holder is
entitled to subscribe are of the same class.

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209

APPENDIX IX

DEFINITIONS

The following definitions apply throughout this Offer Document, unless the
context otherwise requires:

"ACCEPTANCE CONDITION"       the Condition set out in paragraph (a) of Part A of
Appendix I to this document;

"ACCEPTANCE FORM"            the Form of Acceptance and, with respect to LASMO
ADSs only, the Letter of Transmittal and the Notice
of Guaranteed Delivery;

"ADS"                        an American Depositary Share;

"AGENT'S MESSAGE"            a message transmitted by a Book-Entry Transfer
Facility to, and received by, the US Depositary and
forming part of a Book-Entry Confirmation that
states that such Book-Entry Facility has received
an express acknowledgement from the participant in
such Book-Entry Facility tendering the interests in
LASMO ADSs that such participant has received and
agrees to be bound by the terms of the Letter of
Transmittal and that Amerada Hess may enforce such
agreement against the participant;

"AMERADA HESS"               Amerada Hess Corporation, a Delaware corporation;

"AMERADA HESS GROUP"         Amerada Hess and its subsidiary undertakings and,
where the context permits, each of them;

"AMERADA HESS SHARE"         a share of common stock of Amerada Hess with par
value of $1.00;

"ANNOUNCEMENT"               the press announcement relating to the Offer dated
6 November 2000;

"BOE"                        barrel of oil equivalent which is either a barrel
of oil or 6Mcf of natural gas;

"BOOK-ENTRY CONFIRMATION"    the confirmation of a book-entry transfer of LASMO
ADSs into the US Depositary's account at a
Book-Entry Transfer Facility;

"BOOK-ENTRY TRANSFER
FACILITY"                  each of The Depositary Trust Company and any other
book-entry transfer facility, collectively referred
to as the "BOOK-ENTRY TRANSFER FACILITIES";

"BUSINESS DAY"               any day, other than Saturday, Sunday or a US
federal holiday or UK public holiday and shall
consist of the time period from 12.01 am until and
including 12.00 midnight (New York City time);

"CASH FLOW PER SHARE"        net income before capital gains plus minorities,
deferred tax, depreciation and amortisation on a
per share basis;

"CERTIFICATED" OR
"CERTIFICATED
FORM"                      in relation to a share or other security, a share
or other security title to which is recorded in the
relevant register of the share or other security as
being held in certificated form;

"CITY CODE"                  The City Code on Takeovers and Mergers;

"CLOSING DATE"               3:00 pm (London time), 10:00 am (New York City
time) on    --   2001 or any later time and/or date
which Amerada Hess may from time to time (at its
discretion in accordance with the City Code or with
the consent of the Panel and in accordance with the
Exchange Act) have announced as the time and date
at which the Offer will cease to be open for
acceptance unless (a) all the Conditions are at
that time satisfied, fulfilled or, to the extent
permitted, waived or (b) at or before that time and
date Amerada Hess specifies a later time and date
for the satisfaction, fulfilment or, to the extent
permitted, waiver of the Conditions;

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210

"CLOSING PRICE"              the closing middle market quotation of a LASMO
Share as derived from the Daily Official List or
the last reported sale price of an Amerada Hess
Share as reported on the New York Stock Exchange;

"COMPANIES ACT"              the United Kingdom Companies Act 1985, as amended;

"CONDITIONS"                 the conditions of the Offer set out in Part A of
Appendix I to this document and "CONDITION" means
any one of them;

"CREST"                      the relevant systems (as defined in the
Regulations) operated by CRESTCo;

"CRESTCO"                    CRESTCo Limited;

"CREST MANUAL"               the manual issued by CRESTCo from time to time;

"CREST MEMBER"               a person who has been admitted by CRESTCo as a
system-member (as defined in the Regulations);

"CREST PARTICIPANT"          a person who is, in relation to CREST, a
system-participant (as defined in the Regulations);

"CREST SPONSOR"              a person who is, in relation to CREST, a sponsoring
system-
participant (as defined in the Regulations);

"CREST SPONSORED MEMBER"     a CREST member admitted to CREST as a sponsored
member under the sponsorship of a CREST sponsor;

"DAILY OFFICIAL LIST"        the Daily Official List of the London Stock
Exchange;

"DGCL"                       Delaware General Corporation Law;

"DIRECTOR UNDERTAKINGS"      irrevocable undertakings given by each of the
directors of LASMO to Amerada Hess and Goldman
Sachs, as discussed in paragraph 6 of Appendix VI;

"DISTRIBUTOR"                has the meaning set forth in Rule 902 under the
Securities Act;

"ELIGIBLE INSTITUTION"       a financial institution which is a participant in
the Securities Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Program, or
the Stock Exchange Medallion Program;

"EXCHANGE ACT"               the US Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated
thereunder;

"FORM OF ACCEPTANCE"         the form of acceptance relating to the Offer for
use by holders of LASMO Shares;

"GOLDMAN SACHS"              Goldman Sachs International;

"GUARANTEED DELIVERY
PROCEDURES"                has the meaning given to that term in paragraph
12(h) of Part B of Appendix I to this document;

"HOLDER OF LASMO ADSS"       a holder of LASMO ADRs and/or a holder of LASMO
ADSs;

"HSR ACT"                    the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended;

"INFORMATION AGENT"          D.F. King & Co., Inc.;

"INITIAL OFFER PERIOD"       the period during which a LASMO Securityholder who
has accepted or tendered into the Offer will be
able to withdraw his or her acceptance or tender,
being the period from the date of this document
until the earlier of (a) the time and date (not
being before 3.00pm (London time), 10.00am (New
York City time) on  -- January 2001) on which all
the Conditions are satisfied, fulfilled or, to the
extent permitted, waived and (b) the time and date
on which the Offer lapses;

"INTERNAL REVENUE CODE"      The United States Internal Revenue Code of 1986, as
amended;

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211

"IRREVOCABLE UNDERTAKINGS"   undertakings given by Electrafina S.A. and Schroder
Investment Management Limited to Amerada Hess and
Goldman Sachs, as discussed in paragraph 6 of
Appendix VI;

"LASMO"                      LASMO plc;

"LASMO ADRS"                 American Depositary Receipts evidencing interests
in LASMO ADSs;

"LASMO ADSS"                 American Depositary Shares of LASMO, each
representing 3 LASMO Shares;

"LASMO EQUITY PLAN"          the LASMO Equity Plan;

"LASMO GROUP"                LASMO and its subsidiary undertakings and, where
the context permits, each of them;

"LASMO SECURITIES"           LASMO Shares and LASMO ADSs;

"LASMO SECURITYHOLDERS"      holders of LASMO Securities;

"LASMO SHAREHOLDERS"         holders of LASMO Shares;

"LASMO SHARE OPTION
SCHEMES"                   the LASMO Share Option Scheme dated 1984, the
Monument 1996 Share Option Scheme, the LASMO
International Share Option Plan, the Monument Oil
and Gas Share Option Scheme dated 1987, the LASMO
Share Appreciation Rights Plan and the LASMO SAYE
Plan;

"LASMO SHARES"               the ordinary shares of 25p each in the capital of
LASMO (including those represented by ADSs but not,
for the avoidance of doubt, such ADSs)
unconditionally allotted or issued at the date of
this document and any further such shares which are
unconditionally allotted or issued while the Offer
remains open for acceptances or on or before such
earlier time and/or date as Amerada Hess may,
subject to the City Code, US securities laws and/or
with the consent of the Panel, decide;

"LETTER OF TRANSMITTAL"      the letter of transmittal relating to the Offer for
use by holders of LASMO ADSs;

"LIBOR"                      the London Interbank Offered Rate;

"LISTING RULES"              the Listing Rules of the UK Listing Authority;

"LOAN NOTES"                 the floating rate unsecured loan notes of Amerada
Hess to be issued pursuant to the Loan Note
Alternative, having the rights and being subject to
the restrictions summarised in Appendix II;

"LOAN NOTE ALTERNATIVE"      the arrangements pursuant to which LASMO
Shareholders (other than US persons and certain
overseas shareholders) who validly accept the Offer
may elect to receive Loan Notes instead of some or
all of the cash consideration to which they would
otherwise be entitled under the Offer;

"LOAN NOTE INSTRUMENT"       the loan note instrument constituting the Loan
Notes, the terms of which are summarised in
Appendix II to this document;

"LONDON STOCK EXCHANGE"      the London Stock Exchange plc;

"MCF"                        one thousand cubic feet;

"MEMBER ACCOUNT ID"          the identification code or number attached to any
member account in CREST;

"METHODPLAN"                 Methodplan Limited, a subsidiary of LASMO;

"METHODPLAN SHARES"          LASMO Shares beneficially owned by Methodplan;

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212

"MIX AND MATCH ELECTION"     an election available to accepting LASMO
Securityholders to vary the proportion of new
Amerada Hess Shares and cash receivable in
consequence of or under the Offer to the extent
that other LASMO Securityholders make opposite
elections;

"NOTEHOLDER"                 a holder of Loan Notes;

"NOTICE OF GUARANTEED
DELIVERY"                  the Notice of Guaranteed Delivery relating to the
Offer for use by holders of LASMO ADSs;

"NYSE"                       The New York Stock Exchange;

"OFFER"                      the recommended offer made by Goldman Sachs, on
behalf of Amerada Hess, outside of the United
States and by Amerada Hess on its own behalf in the
United States, to acquire the LASMO Securities, on
the terms and conditions set out in this document
and the relevant Acceptance Form including, where
the context so requires, any subsequent revision,
variation, extension or renewal of, or election
available under, such offer;

"OFFER PERIOD"               has the meaning set out in the City Code;

"OFFICIAL LIST"              the Official List of the UK Listing Authority;

"PANEL"                      the Panel on Takeovers and Mergers, the body which
regulates takeover offers in the UK;

"PARTICIPANT ID"             the identification code or membership number used
in CREST to identify a CREST member or other CREST
participant;

"REGISTRATION STATEMENT"     the Registration Statement on Form S-4, of which
this Offer Document forms a part, relating to the
Amerada Hess Shares offered as consideration
pursuant to the Offer and filed by Amerada Hess
with the SEC under the Securities Act;

"REGULATION"                 has the meaning given to it in Appendix I, Part A
paragraph (c);

"REGULATIONS"                the Uncertificated Securities Regulations 1995 (SI
1995 No. 95/ 3272);

"RELEVANT LASMO SHARES"      has the meaning given to that term in paragraph
11(d) of Part B to Appendix I;

"SEC"                        the United States Securities and Exchange
Commission;

"SECURITIES ACT"             the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated
thereunder;

"SUBSEQUENT OFFER PERIOD"    the period commencing immediately after the end of
the Initial Offer Period (being the date on which
all the Conditions are satisfied, fulfilled or, to
the extent permitted, waived) during which the
Offer will remain open for acceptance;

"SUBSIDIARY, SUBSIDIARY
UNDERTAKING, ASSOCIATED
UNDERTAKING" AND
"UNDERTAKING"              shall have the meanings given by the Companies Act
(but for this purpose ignoring paragraph 20(1)(b)
of Schedule 4A thereof);

"TTE INSTRUCTION"            a transfer to escrow instruction as defined by the
CREST Manual issued by CRESTCo;

"UK GAAP"                    UK generally accepted accounting practices and
principles;

"UK LISTING AUTHORITY"       The Financial Services Authority in its capacity as
competent authority under the Financial Services
Act 1986;

"UK RECEIVING AGENT"         Computershare Services PLC;

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213

"UNCERTIFICATED" OR
"UNCERTIFICATED FORM"      in relation to a share or other security, a share
or other security title to which is recorded in the
relevant register of the share or security as being
held in uncertificated form in CREST, and title to
which, by virtue of the Regulations, may be
transferred by means of CREST;

"US DEPOSITARY"              The Bank of New York;

"US GAAP"                    US generally accepted accounting practices and
principles;

"US HOLDER"                  a holder of LASMO Securities that is (i) a citizen
or resident of the United States, (ii) a
partnership or corporation created or organized in
or under the laws of the United States or any State
thereof (including the District of Columbia), (iii)
an estate the income of which is subject to US
federal income taxation regardless of its source or
(iv) a trust if such trust validly elects to be
treated as a United States person for US federal
income tax purposes or if (x) a court within the
United States is able to exercise primary
supervision over its administration and (y) one or
more United States persons have the authority to
control all of the substantial decisions of such
trust. A "Non-US holder" is a beneficial owner of
LASMO Shares, LASMO ADSs, Amerada Hess shares, or
Loan Notes, as the case may be, that is not a US
holder.

"US PERSON"                  has the same meaning as set forth in Rule 902 under
the US Securities Act;

"WIDER AMERADA HESS
GROUP"                     Amerada Hess and its subsidiaries, subsidiary
undertakings and associated undertakings (including
any joint venture, partnership, firm or company in
which any member of the Amerada Hess Group is
interested) and any other undertaking in which
Amerada Hess and such subsidiaries, subsidiary
undertakings and associated undertakings
(aggregating their interests) have a substantial
interest;

"WIDER LASMO GROUP"          LASMO and its subsidiaries, subsidiary undertakings
and associated undertakings (including any joint
venture, partnership, firm or company in which any
member of the LASMO Group is interested) and any
other undertaking in which LASMO or any such
subsidiaries, subsidiary undertakings or associated
undertakings (aggregating their interests) have a
substantial interest;

"L" OR "POUNDS STERLING" OR
"PENCE" OR "P"             the lawful currency of the United Kingdom;

"$" OR "US DOLLARS" OR
"CENTS" OR "C"             the lawful currency of the United States.

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214

ACCEPTANCES IN RESPECT OF LASMO SHARES

Duly completed Forms of Acceptance, accompanied by certificates in respect of
LASMO Shares and/or other documents of title, should be sent or delivered to the
UK Receiving Agent or the US Depositary, as appropriate, at one of the addresses
set out below.

THE UK RECEIVING AGENT FOR THE OFFER IS:

COMPUTERSHARE SERVICES PLC

For information call:

0870 7030056

By mail or by hand:                                  By hand
(during normal business hours only):
PO Box 859                              7th Floor, Jupiter House
The Pavilions                                   Triton Court
Bridgwater Road                               14 Finsbury Square
Bristol BS99 1XZ                               London EC2A 1BR

ACCEPTANCES IN RESPECT OF LASMO ADSS

Manually signed facsimile copies of the Letter of Transmittal will be accepted.
Duly completed Letters of Transmittal, accompanied by LASMO ADRs in respect of
LASMO ADSs and any other required documents should be sent or delivered by each
holder of LASMO ADSs to the US Depositary at one of the addresses set out below.

THE US DEPOSITARY FOR THE OFFER IS:

THE BANK OF NEW YORK

By Mail:               By Facsimile Transmission:     By Hand or Overnight Courier:
Tender & Exchange          (for Eligible Institutions           Tender & Exchange
Department                         Only)                        Department
P.O. Box 11248                  (212) 815-6213                101 Barclay Street
Church Street Station                                        Receive and Deliver Window
New York, New York                                           New York, New York 10286
10286-1248

for Confirmation Only
Telephone:
(800) 507-9357

215

FURTHER INFORMATION

Any questions or requests for assistance or additional copies of this Offer
Document, the Form of Acceptance, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to D.F. King & Co., Inc., the Information
Agent, at the addresses and telephone numbers listed below or to the US
Depositary or the UK Receiving Agent at their respective addresses and telephone
numbers mentioned above. You may also contact your local broker, dealer,
commercial bank or trust company or other nominee for assistance concerning the
Offer.

THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC

UNITED KINGDOM                                 UNITED STATES
2 London Wall Buildings,                           77 Water Street,
2nd Floor                                      20th Floor
London Wall                                     New York,
London EC2M 5PP                                 New York 10005
Freephone: 0800 169 6962                     Toll-Free: +1 (800) 628 8536
Collect: +44 (0)20 7920 9700                    Collect: +1 (212) 269 5550

216

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Amerada Hess Corporation is a Delaware corporation subject to the
applicable provisions of the Delaware General Corporation Law (the "DGCL")
related to the limitation of director liability, indemnification of directors
and officers and insurance against director and officer liability maintained by
a corporation on behalf of directors and officers.

The DGCL permits a corporation's certificate of incorporation to eliminate
or limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that the relevant provision does not eliminate or limit the liability
of a director (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for
unlawful payment of a dividend or approval of an unlawful stock purchase or
redemption or (d) for any transaction from which the director derived an
improper personal benefit.

The DGCL permits a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the relevant conduct was unlawful.

In any threatened, pending or completed action or suit by or in the right
of a corporation, the DGCL permits a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any such action or suit by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim or issue as
to which such person shall have been adjudged liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which such
action was brought determines on application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the Court of Chancery
or such other court deems proper.

The DGCL requires a corporation to indemnify a director or officer who has
been successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in the previous two paragraphs or in defense of any
claim, issue or matter therein against expenses actually and reasonably incurred
in connection therewith. Corporations may pay expenses incurred by an officer or
director in defending any proceeding in advance of the final disposition of the
matter on receipt of an undertaking by or on behalf of such person to repay such
amount if it is ultimately determined that the person is not entitled to
indemnity. The indemnification provided for by the DGCL is not exclusive of any
other rights to which the indemnified party may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

Amerada Hess Corporation's Restated Certificate of Incorporation and
By-Laws provide for the indemnification by Amerada Hess Corporation of each
director and officer of Amerada Hess Corporation to the fullest extent permitted
by the DGCL.

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217

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBIT
NUMBER                      DESCRIPTION OF DOCUMENTS
-------                     ------------------------

3.1       Restated Certificate of Incorporation of Registrant.
Incorporated by reference to Exhibit 19 of Form 10-Q of
Registrant for the three months ended September 30, 1988.
3.2       By-Laws of Registrant. Incorporated by reference to Exhibit
3(2) of Form 10-K of Registrant for the fiscal year ended
December 31, 1985.
5         Opinion of White & Case LLP regarding the validity of the
securities being registered.
8.1       Opinion of White & Case LLP regarding United States federal
income taxation.
8.2       Opinion of Freshfields Bruckhaus Deringer regarding United
Kingdom taxation.
23.1      Consent of Ernst & Young LLP, auditors for Amerada Hess
Corporation.
23.2      Consent of Ernst & Young, auditors for LASMO plc.
23.3      Consent of White & Case LLP (included in the opinion filed
as Exhibit 5 to this Registration Statement).
24.1      Power of Attorney of certain officers and directors of
Amerada Hess Corporation (included on the signature pages
hereof).
99.1      Long Form Press Release, dated as of November 6, 2000. The
Long Form Press Release was filed by Registrant on Form 8-K
on November 6, 2000 and is incorporated herein by reference.
99.2      Short Form Press Release, dated as of November 6, 2000. The
Short Form Press Release was filed by Registrant on Form 8-K
on November 6, 2000 and is hereby incorporated by reference.
99.3      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and
Joseph Darby. Incorporated by reference to Exhibit 3 to the
Schedule 13D filed by Registrant on November 15, 2000.
99.4      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and
Thierry Hughes Baudouin Jean-Baptiste de Rudder.
Incorporated by reference to Exhibit 4 to the Schedule 13D
filed by Registrant on November 15, 2000.
99.5      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and Paul
Colbeck Murray. Incorporated by reference to Exhibit 5 to
the Schedule 13D filed by Registrant on November 15, 2000.
99.6      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and Roy
Gregory Reynolds. Incorporated by reference to Exhibit 6 to
the Schedule 13D filed by Registrant on November 15, 2000.
99.7      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and Nigel
Victor Turnbull. Incorporated by reference to Exhibit 7 to
the Schedule 13D filed by Registrant on November 15, 2000.
99.8      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and
Timothy Pienne Brennand. Incorporated by reference to
Exhibit 8 to the Schedule 13D filed by Registrant on
November 15, 2000.
99.9      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and Hugh
Edward Norton. Incorporated by reference to Exhibit 9 to the
Schedule 13D filed by Registrant on November 15, 2000.
99.10     Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and
Antony Peverell Hichens. Incorporated by reference to
Exhibit 10 to the Schedule 13D filed by Registrant on
November 15, 2000.
99.11     Inducement Agreement dated as of November 6, 2000 by and
among Registrant and LASMO plc. Incorporated by reference to
Exhibit 11 to the Schedule 13D filed by Registrant on
November 15, 2000.
99.12     Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International and Electrafina S.A.
Incorporated by reference to Exhibit 12 to the Schedule 13D
filed by Registrant on November 15, 2000.

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218

EXHIBIT
NUMBER                      DESCRIPTION OF DOCUMENTS
-------                     ------------------------

99.13     Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International and Schroder
Investment Management Limited. Incorporated by reference to
Exhibit 13 to the Schedule 13D filed by Registrant on
November 15, 2000.
99.14     Amended and Restated Credit Agreement dated as of November
14, 2000 among Amerada Hess Corporation, the Lenders Party
thereto and Goldman Sachs Credit Partners L.P. as joint book
runner, joint lead arranger and sole syndication agent,
Chase Securities, Inc. as joint book runner and joint lead
arranger and The Chase Manhattan Bank, N.A., as
administrative agent in respect of $1,000,000,000 Revolving
Credit Facility ("Facility A").
99.15     Amended and Restated Credit Agreement dated as of November
14, 2000 among Amerada Hess Corporation, the Lenders Party
thereto and Goldman Sachs Credit Partners L.P. as joint book
runner, joint lead arranger and sole syndication agent,
Chase Securities, Inc. as joint book runner and joint lead
arranger and The Chase Manhattan Bank, N.A., as
administrative agent in respect of $2,000,000,000 Revolving
Credit Facility ("Facility B").
99.16     Form of Letter of Transmittal.
99.17     Form of Acceptance.
99.18     Form of Notice of Guaranteed Delivery.
99.19     Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
99.20     Form of Letter to Clients.
99.21     Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.22     Form of summary newspaper advertisement in The Wall Street
Journal.
99.23     Form of newspaper advertisement in The Financial Times.

ITEM 22.  UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

II-3

219

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Item 8.A. of Form 20-F at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, provided, that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.

(5) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(6) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.

(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.

(8) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.

(9) That every prospectus: (i) that is filed pursuant to paragraph (8)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-4

220

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 7th day of December, 2000.

AMERADA HESS CORPORATION

By:    /s/  J. BARCLAY COLLINS II

--------------------------------------
Name: J. Barclay Collins II
Title:  Executive Vice President and
General Counsel

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE                                                    TITLE                       DATE
---------                                                    -----                       ----

/s/ JOHN B. HESS*                Director, Chairman of the Board    December 7, 2000
---------------------------------------------  and Chief Executive Officer
John B. Hess                   (Principal Executive Officer)

/s/ W.S.H. LAIDLAW*               Director, President and            December 7, 2000
---------------------------------------------  Chief Operating Officer
W.S.H. Laidlaw

/s/ NICHOLAS F. BRADY*              Director                           December 7, 2000
---------------------------------------------
Nicholas F. Brady

/s/ J. BARCLAY COLLINS II*            Director                           December 7, 2000
---------------------------------------------
J. Barclay Collins II

/s/ PETER S. HADLEY*               Director                           December 7, 2000
---------------------------------------------
Peter S. Hadley

/s/ EDITH E. HOLIDAY*              Director                           December 7, 2000
---------------------------------------------
Edith E. Holiday

/s/ WILLIAM R. JOHNSON*             Director                           December 7, 2000
---------------------------------------------
William R. Johnson

/s/ THOMAS H. KEAN*               Director                           December 7, 2000
---------------------------------------------
Thomas H. Kean

/s/ FRANK A. OLSON*               Director                           December 7, 2000
---------------------------------------------
Frank A. Olson

/s/ ROGER B. ORESMAN*              Director                           December 7, 2000
---------------------------------------------
Roger B. Oresman

/s/ JOHN Y. SCHREYER*              Director, Executive Vice           December 7, 2000
---------------------------------------------  President and Chief Financial
John Y. Schreyer                 Officer (Principal Accounting and
Financial Officer)

II-5

221

SIGNATURE                                                    TITLE                       DATE
---------                                                    -----                       ----

/s/ WILLIAM I. SPENCER*             Director                           December 7, 2000
---------------------------------------------
William I. Spencer

/s/ ROBERT N. WILSON*              Director                           December 7, 2000
---------------------------------------------
Robert N. Wilson

/s/ ROBERT F. WRIGHT*              Director                           December 7, 2000
---------------------------------------------
Robert F. Wright

* By: /s/ J. BARCLAY COLLINS II
-----------------------------------------------------
J. Barclay Collins II
Attorney-in-fact

II-6

222

EXHIBIT INDEX

EXHIBIT
NUMBER                      DESCRIPTION OF DOCUMENTS
-------                     ------------------------

3.1       Restated Certificate of Incorporation of Registrant.
Incorporated by reference to Exhibit 19 of Form 10-Q of
Registrant for the three months ended September 30, 1988.
3.2       By-Laws of Registrant. Incorporated by reference to Exhibit
3(2) of Form 10-K of Registrant for the fiscal year ended
December 31, 1985.
5         Opinion of White & Case LLP regarding the validity of the
securities being registered.
8.1       Opinion of White & Case LLP regarding United States federal
income taxation.
8.2       Opinion of Freshfields Bruckhaus Deringer regarding United
Kingdom taxation.
23.1      Consent of Ernst & Young LLP, auditors for Amerada Hess
Corporation.
23.2      Consent of Ernst & Young, auditors for LASMO plc.
23.3      Consent of White & Case LLP (included in the opinion filed
as Exhibit 5 to this Registration Statement).
24.1      Power of Attorney of certain officers and directors of
Amerada Hess Corporation (included on the signature pages
hereof).
99.1      Long Form Press Release, dated as of November 6, 2000. The
Long Form Press Release was filed by Registrant on Form 8-K
on November 6, 2000 and is incorporated herein by reference.
99.2      Short Form Press Release, dated as of November 6, 2000. The
Short Form Press Release was filed by Registrant on Form 8-K
on November 6, 2000 and is hereby incorporated by reference.
99.3      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and
Joseph Darby. Incorporated by reference to Exhibit 3 to the
Schedule 13D filed by Registrant on November 15, 2000.
99.4      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and
Thierry Hughes Baudouin Jean-Baptiste de Rudder.
Incorporated by reference to Exhibit 4 to the Schedule 13D
filed by Registrant on November 15, 2000.
99.5      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and Paul
Colbeck Murray. Incorporated by reference to Exhibit 5 to
the Schedule 13D filed by Registrant on November 15, 2000.
99.6      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and Roy
Gregory Reynolds. Incorporated by reference to Exhibit 6 to
the Schedule 13D filed by Registrant on November 15, 2000.
99.7      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and Nigel
Victor Turnbull. Incorporated by reference to Exhibit 7 to
the Schedule 13D filed by Registrant on November 15, 2000.
99.8      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and
Timothy Pienne Brennand. Incorporated by reference to
Exhibit 8 to the Schedule 13D filed by Registrant on
November 15, 2000.
99.9      Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and Hugh
Edward Norton. Incorporated by reference to Exhibit 9 to the
Schedule 13D filed by Registrant on November 15, 2000.
99.10     Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International, LASMO plc and
Antony Peverell Hichens. Incorporated by reference to
Exhibit 10 to the Schedule 13D filed by Registrant on
November 15, 2000.
99.11     Inducement Agreement dated as of November 6, 2000 by and
among Registrant and LASMO plc. Incorporated by reference to
Exhibit 11 to the Schedule 13D filed by Registrant on
November 15, 2000.
99.12     Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International and Electrafina S.A.
Incorporated by reference to Exhibit 12 to the Schedule 13D
filed by Registrant on November 15, 2000.

II-7

223

EXHIBIT
NUMBER                      DESCRIPTION OF DOCUMENTS
-------                     ------------------------

99.13     Letter Agreement dated as of November 6, 2000 by and among
Registrant, Goldman Sachs International and Schroder
Investment Management Limited. Incorporated by reference to
Exhibit 13 to the Schedule 13D filed by Registrant on
November 15, 2000.
99.14     Amended and Restated Credit Agreement dated as of November
14, 2000 among Amerada Hess Corporation, the Lenders Party
thereto and Goldman Sachs Credit Partners L.P. as joint book
runner, joint lead arranger and sole syndication agent,
Chase Securities, Inc. as joint book runner and joint lead
arranger and The Chase Manhattan Bank, N.A., as
administrative agent in respect of $1,000,000,000 Revolving
Credit Facility ("Facility A").
99.15     Amended and Restated Credit Agreement dated as of November
14, 2000 among Amerada Hess Corporation, the Lenders Party
thereto and Goldman Sachs Credit Partners L.P. as joint book
runner, joint lead arranger and sole syndication agent,
Chase Securities, Inc. as joint book runner and joint lead
arranger and The Chase Manhattan Bank, N.A., as
administrative agent in respect of $2,000,000,000 Revolving
Credit Facility ("Facility B").
99.16     Form of Letter of Transmittal.
99.17     Form of Acceptance.
99.18     Form of Notice of Guaranteed Delivery.
99.19     Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
99.20     Form of Letter to Clients.
99.21     Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
99.22     Form of summary newspaper advertisement in The Wall Street
Journal.
99.23     Form of newspaper advertisement in The Financial Times.

II-8

224

(LOGO)
U43243

1
WHITE & CASE LLP
LIMITED LIABILITY PARTNERSHIP

1155 Avenue of the Americas
New York, New York 10036-2787

TELEPHONE: (1-212) 819-8200
FACSIMILE: (1-212) 354-8113

December 7, 2000

Amerada Hess Corporation
1185 Avenue of the Americas
New York, NY  10036

Ladies and Gentlemen:

We have acted as special counsel for Amerada Hess Corporation,
a Delaware corporation ("Amerada Hess"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of the Registration
Statement on Form S-4 (No. 333-50258) (the "Registration Statement") relating to
the proposed issuance of up to 17,200,000 shares of common stock, par value
$1.00 per share, of Amerada Hess ("Amerada Hess Shares"), which are proposed to
be issued by Amerada Hess in connection with the offer by Amerada Hess for (i)
all issued and to be issued ordinary shares of 25p each ("LASMO Shares") of
LASMO plc ("LASMO") for (pound)98.29 in cash and 1 new Amerada Hess Share for
every 78.7 LASMO Shares and (ii) all American Depositary Shares of LASMO ("LASMO
ADSs"), each representing three LASMO Shares and evidenced by American
Depositary Receipts for (pound)294.87 in cash and 3 new Amerada Hess Shares for
every 78.7 LASMO ADSs.

We have examined such certificates of public officials,
certificates of corporate agents and certificates of officers of Amerada Hess,
and the originals (or copies thereof certified to our satisfaction) of such
corporate documents and records of Amerada Hess, and such other documents,
records and papers as we have deemed relevant in order to give the opinions
hereinafter set forth. In this connection we have assumed the genuineness of
signatures on and the authenticity of all documents so examined. Also, we have
relied upon such certificates of public officials, corporate agents and officers
of Amerada Hess and such other certificates with respect to the accuracy of
material factual matters contained therein which were not independently
established.

Based upon the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Securities Act, the
Amerada Hess Shares will have been duly authorized and, upon issuance, will be
validly issued, fully paid and non-assessable.

We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York and the
federal laws of the United States of America.

We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement relating to the Amerada Hess Shares. We also
consent to the reference to us under the caption "Legal Matters" in the Offer
Document forming part of the Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.

Very truly yours,

/s/ White & Case LLP

1
WHITE & CASE LLP
LIMITED LIABILITY PARTNERSHIP
1155 Avenue of the Americas
New York, New York 10036-2787
TELEPHONE: (1-212) 819-8200
FACSIMILE: (1-212) 354-8113

December 7, 2000

Board of Directors of Amerada Hess Corporation

re: Cash and Share Offer for Shares of LASMO plc

Dear Sirs:

We have acted as United States counsel to Amerada Hess Corporation
("Amerada Hess"), a corporation organized under the laws of Delaware, in
connection with their offer to acquire all of the issued and outstanding share
capital of LASMO plc, a corporation organized under the laws of England (the
"Offer"). At your request, we are rendering our opinion concerning the principal
United States federal income tax consequences of the Offer. In connection
therewith, we reviewed copies of the Registration Statement (as defined below).

This opinion letter is based on the Internal Revenue Code of 1986, as
amended, the Treasury Regulations issued thereunder and administrative and
judicial interpretations thereof, in each case, as in effect and available on
the date hereof. We assume that the obligations contained in the operative
documents for the Offer described in the Offer Document forming a part of the
Registration Statement to which this opinion is filed as an exhibit (the
"Registration Statement") will be performed in accordance with the terms
described therein.

Based on the foregoing and subject to the assumptions, qualifications and
limitations contained therein, we hereby confirm our opinion contained in the
Offer Document under the caption "United States Federal Income Taxation."

We have not considered and render no opinion on any aspect of law other
than as expressly set forth above.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the caption "United States
Federal Income Taxation" in the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ White & Case LLP    

1
[Letterhead of Freshfields Bruckhaus Deringer]

LONDON
65 Fleet Street
The Board of Directors                                      London, EC4Y 1HS
Amerada Hess Corporation                               T  + 44 20 7936 4000
1185 Avenue of the Americas                     Direct T  + 44 20 7832 7361
New York, New York 10036                               F  + 44 20 7832 7001    
Direct F  +                 
G4 F  + 44 20 7936 3960  
LDE No 23        
E
www.freshfields.com
DOC ID    LQ003725.309/1+
OUR REF    MT/RFJK
YOUR REF
CLIENT MATTER NO.    114116-0001
7 December 2000

Dear Sirs

CASH AND SHARE OFFER FOR SHARES OF LASMO PLC

We have acted as English counsel to Amerada Hess Corporation ("Amerada Hess"), a
corporation organized under the laws of Delaware, in connection with their offer
to acquire all of the issued and outstanding share capital of LASMO plc, a
corporation organized under the laws of England (the "Offer"). At your request,
we are rendering our opinion concerning the principal United Kingdom tax
consequences of the Offer. In connection therewith, we reviewed copies of the
Registration Statement (as defined below).

This opinion letter is based on the currently applicable tax law of the United
Kingdom and the current published practice of the Inland Revenue. We assume that
the obligations contained in the operative documents for the Offer described in
the Offer Document forming a part of the Registration Statement to which this
opinion is filed as an exhibit (the "Registration Statement") will be performed
in accordance with the terms described therein.

Based on the foregoing and subject to the assumptions, qualifications and
limitations contained therein, we hereby confirm our opinion contained in the
Offer Document under the caption "United Kingdom Taxation".

We have not considered and render no opinion on any aspect of law other than as
expressly set forth above.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the caption "United Kingdom
Taxation" in the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.

Yours faithfully

/s/ Freshfields Bruckhaus Deringer

2

1

EXHIBIT 23.1

CONSENT

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-4 and related Offer Document of Amerada Hess
Corporation for the registration of 17,200,000 shares of its common stock and to
the incorporation by reference therein of our report dated February 24, 2000,
with respect to the financial statements and schedule of Amerada Hess
Corporation included in its Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the Securities and Exchange Commission and
included in its Annual Report to Shareholders, and incorporated by reference in
this Registration Statement.

/s/ Ernst & Young LLP
New York, New York
December 7, 2000

1

EXHIBIT 23.2

CONSENT

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-4 and the related Offer Document of Amerada
Hess Corporation for the registration of 17,200,000 shares of its common stock
and to the incorporation by reference therein of our report dated March 1, 2000,
with respect to the financial statements and schedule of LASMO plc included in
its Annual Report on Form 20-F for the year ended December 31, 1999, filed with
the Securities and Exchange Commission.

/s/ Ernst & Young
London, England
December 7, 2000

1

EXHIBIT 14

AMENDED AND RESTATED
CREDIT AGREEMENT

DATED AS OF

NOVEMBER 14, 2000

AMONG

AMERADA HESS CORPORATION,

THE LENDERS PARTY HERETO,

AND

GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS JOINT BOOK RUNNER, JOINT LEAD ARRANGER AND SOLE SYNDICATION AGENT

CHASE SECURITIES INC.,
AS JOINT BOOK RUNNER AND JOINT LEAD ARRANGER

AND

THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT

$1,000,000,000 REVOLVING CREDIT FACILITY

"FACILITY A"

2

TABLE OF CONTENTS

ARTICLE I  Definitions.........................................................1
SECTION 1.01.  Defined Terms..........................................1
SECTION 1.02.  Classification of Loans and Borrowings................19
SECTION 1.03.  Terms Generally.......................................19
SECTION 1.04.  Accounting Terms; GAAP................................20

ARTICLE II  The Credits.......................................................20
SECTION 2.01.  Commitments...........................................20
SECTION 2.02.  Loans and Borrowings..................................21
SECTION 2.03.  Requests for Revolving Borrowings.....................21
SECTION 2.04  Bid Procedure for Competitive Loans....................22
SECTION 2.05.  Funding of Borrowings.................................24
SECTION 2.06.  Interest Elections....................................25
SECTION 2.07.  Termination and Reduction of Commitments..............26
SECTION 2.08.  Repayment of Loans; Evidence of Debt..................27
SECTION 2.09.  Prepayment of Loans...................................28
SECTION 2.10.  Fees..................................................28
SECTION 2.11.  Interest..............................................29
SECTION 2.12.  Alternate Rate of Interest............................30
SECTION 2.13.  Increased Costs.......................................30
SECTION 2.14.  Break Funding Payments................................32
SECTION

2.15.  Taxes.................................................32
SECTION 2.16.  Payments Generally; Pro Rata Treatment; 
Sharing of Set-offs..................................33
SECTION 2.17.  Mitigation Obligations; Replacement of Lenders........34

ARTICLE III  Representations and Warranties...................................35
SECTION 3.01.  Corporate Existence and Power; Compliance with Law....36
SECTION 3.02.  Corporate Authority...................................36
SECTION 3.03.  Enforceability........................................36
SECTION 3.04.  Financial Condition...................................36
SECTION 3.05.  Litigation............................................37
SECTION 3.06.  ERISA.................................................37
SECTION 3.07.  Environmental Matters.................................37
SECTION 3.08.  Federal Regulations...................................37
SECTION 3.09.  Investment and Holding Company Status.................37
SECTION 3.10.  Scheduled Debt and Scheduled Target Liens.............37

ARTICLE IV  Conditions........................................................38
SECTION 4.01.   A.  Conditions to Amended and
Restated Effective Date........................38
SECTION 4.01.   B.  Announcement Date and Effectiveness of 
Commitments ...................................39
SECTION 4.02.  Conditions to Closing.................................40
SECTION 4.03.  Conditions to Offer Borrowings........................41
SECTION 4.04.    Conditions to All Other Borrowings..................42

ARTICLE V  Affirmative Covenants..............................................42
SECTION 5.01.  Financial Statements and Other Information............43
SECTION 5.02.  Notices of Material Events............................44
SECTION 5.03.  Existence; Conduct of Business........................44
SECTION 5.04.  Compliance with Contractual Obligations...............44
SECTION 5.05.  Insurance.............................................44
SECTION 5.06.  Compliance with Laws..................................45
SECTION 5.07.  Use of Proceeds.......................................45
SECTION 5.08.  Offer.................................................45
SECTION 5.09.  Financial Assistance..................................47

ARTICLE VI  Negative Covenants................................................47
SECTION 6.01.  Financial Covenant....................................47
SECTION 6.02.  Liens.................................................47
SECTION 6.03.  Fundamental Changes...................................48
SECTION 6.04.   Restrictive Agreements...............................49
SECTION 6.05.  Future Subsidiary Guaranties..........................49
SECTION 6.06.  Company Subsidiary Debt Ratio.........................49
SECTION 6.07.  Existing Credit Agreement.............................49

ARTICLE VII  Events of Default................................................49

ARTICLE VIII  The Administrative Agent........................................53

ARTICLE IX  Miscellaneous.....................................................55
SECTION 9.01.  Notices...............................................55
SECTION 9.02.  Waivers: Amendments...................................55
SECTION 9.03.  Expenses; Indemnity: Damage Waiver....................56
SECTION 9.04.  Successors and Assigns................................57
SECTION 9.05.  Margin Stock..........................................59
SECTION 9.06.  Survival..............................................60
SECTION 9.07.  Counterparts: Integration: Effectiveness..............60
SECTION 9.08.  Severability..........................................60
SECTION 9.09.  Right of Setoff.......................................60
SECTION 9.10.  Governing Law; Jurisdiction; Consent
to Service of Process; Process Agent;
Waiver of Immunity...................................61
SECTION 9.11.  Waiver of Jury Trial..................................61
SECTION 9.12.  Headings..............................................62
SECTION 9.13.  Confidentiality.......................................62

3

TABLE OF CONTENTS

SECTION 9.14.  Amendment & Restatement...............................62

SCHEDULES:

Schedule 2.01     Commitments
Schedule 3.10(a)  Scheduled Debt
Schedule 3.10(b)  Scheduled Target Liens
Schedule 6.02     Existing Liens

EXHIBITS:

Exhibit A         Form of Assignment and Acceptance
Exhibit B         Form of Notes
Exhibit C-1       Form of Opinion of White & Case
Exhibit C-2       Form of Opinion of Counsel to the Company

4

AMENDED AND RESTATED CREDIT  AGREEMENT,  dated as of November 14, 2000
(the "Agreement"),  among AMERADA HESS CORPORATION,  a Delaware corporation (the
"Company"), the LENDERS party hereto, and GOLDMAN SACHS CREDIT PARTNERS L.P., as
Joint Book Runner and Joint Lead Arranger and Sole  Syndication  Agent, (in such
capacity,  the "Syndication Agent"), CHASE SECURITIES INC., as Joint Book Runner
and  Joint  Lead  Arranger  and  THE  CHASE   MANHATTAN   BANK   ("Chase"),   as
Administrative Agent (in such capacity the "Administrative Agent").

W I T N E S S E T H:
--------------------

WHEREAS,  the Company intends to acquire (the "Acquisition") the whole
of the ordinary share capital of LASMO Plc (the "Target")  pursuant to the Offer
(as hereinafter defined);

WHEREAS, the Company and GSCP as sole Lender,  Syndication Agent, Book
Runner, Lead Arranger and Administrative  Agent, entered into a Credit Agreement
dated as of  November  6, 2000 (the  "Prior  Facility  A Credit  Agreement")  to
provide liquidity support for the Company's  commercial paper program and/or for
financing  for the cash  purchase  price of the  Acquisition  and  otherwise for
general corporate purposes;

WHEREAS,  the  Company  and GSCP desire to amend and restate the Prior
Facility A Credit Agreement to add Chase as a Lender and to appoint Chase as the
Administrative Agent hereunder; and

WHEREAS,  the Lenders are willing to establish such credit  facilities
on and subject to the terms and conditions hereinafter set forth;

NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
agreements  herein set forth,  the parties hereto agree to amend and restate the
Prior Facility A Credit Agreement as follows:

ARTICLE I.

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement,  the following
terms have the meanings specified below:

"ABR",  when used in  reference to any Loan or  Borrowing,  means that
such Loan, or the Loans  comprising  such Borrowing,  are bearing  interest at a
rate determined by reference to the Alternate Base Rate.

"Acceptance  Condition"  means the condition of the Offer  relating to
the minimum level of acceptances of the Offer as set forth in the Announcement.

"Accommodation  Guaranty Indebtedness" shall have the meaning ascribed
to it in Article VII(e).

"Acquisition" has the meaning ascribed to it in the Preamble.

"Adjusted LIBO Rate" means,  with respect to any Eurodollar  Borrowing
for any  Interest  Period,  an  interest  rate per annum  (rounded  upwards,  if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" has the meaning ascribed to it in the Preamble.

"Administrative  Questionnaire" means an Administrative  Questionnaire
in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person,  another Person
that directly, or indirectly through one or more intermediaries,  Controls or is
Controlled by or is under common Control with the Person specified.

"Alternate  Base Rate"  means,  for any day, a rate per annum equal to
the  greatest of (a) the Prime Rate in effect on such day,  (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%.  Any  change  in the  Alternate  Base  Rate due to a
change in the Prime Rate,  the Base CD Rate or the Federal Funds  Effective Rate
shall be effective  from and including the effective  date of such change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

"Amended  and  Restated  Effective  Date"  means the date on which the
conditions set forth in Section 4.01. A are satisfied.

"Announcement"  means  the  public  announcement  of the  Offer by the
issuance of the Press Release.

"Announcement Date" means the date of the Announcement.

"Applicable  Percentage"  means,  with  respect  to  any  Lender,  the
percentage of the total Commitments represented by such Lender's Commitment.  If
the Commitments have terminated or expired, the Applicable  Percentages shall be
determined based upon the Commitments most recently in effect,  giving effect to
any assignments.

"Applicable  Facility  Fee Rate" means,  for any day,  with respect to
Facility Fees payable  hereunder,  the applicable rate per annum set forth below

5

based upon reference to the Public Debt Rating as set forth below:

==============================================================================
Public Debt Rating                    Applicable Facility
S&P/Moody's                             Fee Rate
==============================================================================

Level I                                         0.075%
> A- or A3
-

Level II                                        0.100%
BBB+ or Baa1

Level III                                       0.125%
BBB or Baa2

Level IV                                        0.175%
BBB- or Baa3

Level V                                         0.350%
< BBB- or Baa3

"Applicable Margin" means, for any day, with respect to any Eurodollar
Revolving  Loan, the applicable rate per annum set forth below under the caption
"Eurodollar  Spread" based upon reference to the Public Debt Rating as set forth
below:

==============================================================================
Public Debt Rating                     Eurodollar Spread
S&P/Moody's
==============================================================================

Level I                                         0.425%
> A- or A3
-

Level II                                        0.525%
BBB+ or Baa1

Level III                                       0.750%
BBB or Baa2

Level IV                                        0.825%
BBB- or Baa3

Level V                                         1.150%
< BBB- or Baa3

"Applicable  Utilization Fee Rate" means, for any day, with respect to
Utilization  Fees payable  hereunder,  the  applicable  rate per annum set forth
below based upon reference to the Public Debt Rating as set forth below:

==============================================================================
Public Debt Rating                  Applicable Utilization
S&P/Moody's                             Fee Rate
==============================================================================

Level I                                         0.050%
> A- or A3
-

Level II                                        0.075%
BBB+ or Baa1

Level III                                       0.125%
BBB or Baa2

Level IV                                        0.125%
BBB- or Baa3

Level V                                         0.250%
< BBB- or Baa3

"Assessment  Rate" means,  for any day, the annual  assessment rate in
effect  on such  day that is  payable  by a member  of the Bank  Insurance  Fund
classified  as  "well-capitalized"  and within  supervisory  subgroup  "B" (or a
comparable successor risk  classification)  within the meaning of 12 C.F.R. Part
327 (or any successor  provision) to the Federal Deposit  Insurance  Corporation
for  insurance  by such  Corporation  of time  deposits  made in  dollars at the
offices of such member in the United  States;  provided  that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid,  then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative  Agent to be representative of
the cost of such insurance to the Lenders.

"Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

"Availability  Period" means the period from and including the Closing
Date  to but  excluding  the  earlier  of the  Maturity  Date  and  the  date of
termination of the Commitments.

6

"Base CD Rate" means the sum of (a) the Three-Month  Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

"Board" means the Board of Governors of the Federal  Reserve System of
the United States of America.

"Borrowing"  means  (a)  Revolving  Loans  of  the  same  Type,  made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single  Interest  Period is in effect  or (b) a  Competitive  Loan or
group of  Competitive  Loans of the same  Type  made on the same  date and as to
which a single Interest Period is in effect.

"Borrowing Request" means a request by the Company for Revolving Loans
in accordance with Section 2.03.

"Business  Day" means any day that is not a Saturday,  Sunday or other
day on which  commercial  banks in New York City and  London are  authorized  or
required by law to remain  closed;  provided that the term  "Business Day" shall
also exclude when used in connection  with a Eurodollar  Loan,  any day on which
banks are not open for  dealings  in dollar  deposits  in the  London  interbank
market.

"Capital Lease" means,  with respect to any Person which is the lessee
thereunder,  any lease or charter of property, real or personal, which would, in
accordance with GAAP, be recorded as an asset under a capital lease on a balance
sheet of such Person.

"Capitalized  Lease  Obligation"  means, with respect to any Person on
any date,  the amount which would,  in  accordance  with GAAP, be recorded as an
obligation  under a Capital  Lease on a balance  sheet of such  Person as lessee
under such Capital  Lease as at such date.  For all purposes of this  Agreement,
Capitalized Lease Obligations shall be deemed to be Debt secured by a Lien.

"Certain Funds  Committed  Amount" means  $600,000,000  or such lesser
amount  which when  aggregated  with (i) all other Offer  Borrowings  previously
advanced and (ii) the  aggregate  cash  consideration  paid to accepting  Target
shareholders pursuant to the Offer which was funded from a source of funds other
than Offer  Borrowings  or  borrowings  under the  Facility B Credit  Agreement,
equals  $600,000,000.  It is hereby acknowledged and agreed for the avoidance of
doubt,  notwithstanding  anything  herein to the contrary,  that no provision of
this Agreement relating to the Certain Funds Committed Amount (including without
limitation  Sections 2.01(c),  2.08 and the final two paragraphs of Article VII)
is  intended  to  or  shall  increase  the  Commitments.   Following  the  Offer
Termination Date, the Certain Funds Committed Amount shall be zero.

"Certain Funds Period" means the period commencing on the Announcement
Date and ending on the earliest to occur of:

(a) the date on which  the  Offer  lapses  (having  not been  declared
unconditional in all respects) or is withdrawn or is referred as provided for in
paragraphs (c) or (d) of Appendix I of the Press Release;

(b) the date falling 15 days after the Offer Termination Date;

(c) the date falling 29 days after the Announcement  Date if the Offer
Document has not by then been posted,  or such longer period consented to by the
Panel but, in any event, no later than 45 days after the Announcement Date; and

(d)  the  earlier  of,  the  date  falling  7  1/2  months  after  the
Announcement  Date  and 60 days  after  the date on which  the  Company  becomes
entitled to effect Compulsory Acquisition in respect of the Shares.

"Change in Law" means (a) the adoption of any law,  rule or regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement  or (c)  compliance  by any  Lender  (or,  for
purposes of Section  2.13(b),  by any  lending  office of such Lender or by such
Lender's  holding  company,  if any) with any  request,  guideline  or directive
(whether or not having the force of law) of any  Governmental  Authority made or
issued after the date of this Agreement.

"City Code" means the City Code on Takeovers and Mergers applicable to
the Offer.

"Class",  when used in reference to any Loan or  Borrowing,  refers to
whether such Loan, or the Loans  comprising such Borrowing,  are Revolving Loans
or Competitive Loans.

"Clean-up  Period" means the period commencing on the Closing Date and
ending on the date that is 120 days thereafter.

"Closing" means the satisfaction of all of the conditions specified in
Section 4.02.

"Closing Date" means the date on which the Closing occurs.

"Code" means the Internal  Revenue Code of 1986,  as amended from time
to time.

"Commitment"  means,  with respect to each Lender,  the  commitment of
such Lender to make Revolving  Loans, as such commitment may be (a) reduced from
time to time pursuant to Section 2.07 and (b) reduced or increased  from time to

7

time pursuant to assignments by or to such Lender  pursuant to Section 9.04. The
initial amount of each Lender's  Commitment is set forth on Schedule 2.01, or in
the Assignment  and Acceptance  pursuant to which such Lender shall have assumed
its Commitment, as applicable.

"Companies  Act" means the  Companies  Act of 1985, as in force in the
United Kingdom as amended from time to time.

"Company" has the meaning ascribed to it in the Preamble.

"Company   Capitalization  Ratio"  means,  on  any  date,  the  ratio,
expressed as a percentage, of (i) Total Consolidated Debt of the Company and its
Consolidated  Subsidiaries  on such  date to (ii)  Total  Capitalization  of the
Company and its Consolidated Subsidiaries on such date.

"Company  Subsidiary  Debt  Ratio"  means,  on any  date,  the  ratio,
expressed as a percentage,  of (i) Total Consolidated Subsidiary Debt less, (ii)
the  sum of (x)  to  the  extent  included  in  determining  Total  Consolidated
Subsidiary  Debt, the outstanding  Scheduled Debt (but excluding any refinancing
thereof that would constitute Total  Consolidated  Subsidiary Debt), plus (y) an
amount equal to 30% of any Scheduled Debt of Target and its Subsidiaries that is
refinanced  (including  through an exchange  offer)  through the issuance of the
Company of Debt that is not Total  Consolidated  Subsidiary Debt, to (iii) Total
Consolidated Assets of Company on such date.

"Competitive",  when used in reference to any Loan or Borrowing, means
that such  Loan,  or the Loans  comprising  such  Borrowing,  are being  made in
accordance with Section 2.04.

"Competitive  Bid" means an offer by a Competitive Loan Lender to make
a Competitive Loan in accordance with Section 2.04.

"Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable,  offered by the Competitive Loan Lender
making such Competitive Bid.

"Competitive   Bid  Request"  means  a  request  by  the  Company  for
Competitive Bids in accordance with Section 2.04.

"Competitive  Loan Lenders" means Lenders from time to time designated
as   Competitive   Loan  Lenders  by  the  Company  by  written  notice  to  the
Administrative  Agent (which notice the  Administrative  Agent shall transmit to
each such Competitive Lender).

"Compulsory  Acquisition" means the compulsory  acquisition  procedure
under Part XIIIA of the Companies Act.

"Consolidated  Current  Liabilities" means, with respect to any Person
on any date, all amounts which, in conformity with GAAP,  would be classified as
current  liabilities  on a  consolidated  balance  sheet of such  Person and its
Consolidated Subsidiaries as at such date.

"Consolidated  Intangibles"  means,  with respect to any Person on any
date, all assets of such Person and its Consolidated Subsidiaries, determined on
a  consolidated  basis,  that would,  in conformity  with GAAP, be classified as
intangible  assets  on a  consolidated  balance  sheet  of such  Person  and its
Consolidated  Subsidiaries  as at  such  date,  including,  without  limitation,
unamortized   debt   discount  and   expense,   unamortized   organization   and
reorganization  expense,  costs in excess of the fair  market  value of acquired
companies,  patents, trade or service marks,  franchises,  trade names, goodwill
and the amount of all write-ups in the book value of assets  resulting  from any
revaluation  thereof (other than  revaluations  arising out of foreign  currency
valuations in conformity with GAAP).

"Consolidated  Net Tangible Assets" means,  with respect to any Person
on any date, the amount equal to (a) the amount that would,  in conformity  with
GAAP, be included as assets on the consolidated balance sheet of such Person and
its  Consolidated  Subsidiaries  as at  such  date  minus  (b)  the  sum  of (i)
Consolidated  Intangibles  of such  Person  at such  date and (ii)  Consolidated
Current Liabilities of such Person at such date.

"Consolidated  Subsidiaries"  means, with respect to any Person on any
date, all Subsidiaries  and other entities whose accounts are consolidated  with
the accounts of such Person as of such date in accordance with the principles of
consolidation reflected in the audited financial statements of such Person as of
such date delivered in accordance with Section 5.01.

"Continuing Directors" has the meaning ascribed to it in Article VII.

"Contractual Obligation" means, as to any Person, any provision of any
security  issued  by  such  Person  or of any  agreement,  instrument  or  other
undertaking  to  which  such  Person  is a party  or by  which  it or any of its
property is bound.

"Control" means the possession,  directly or indirectly,  of the power
to direct or cause the  direction  of the  management  or  policies of a Person,
whether  through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

"Debt" means with respect to any Person (i)  indebtedness for borrowed
money   (including,   without   limitation,   indebtedness   evidenced  by  debt
securities);  (ii) obligations to pay the deferred purchase price of property or

8

services,  except trade  accounts  payable in the  ordinary  course of business;
(iii)  Capitalized  Lease  Obligations,  in the  case of  each of the  foregoing
clauses (i)  through  (iii),  for which such  Person or any of its  Consolidated
Subsidiaries  shall be liable as primary  obligor or under any  Guaranty  of any
such  indebtedness  or other such  obligations of an entity not included in such
Person's  consolidated  financial  statements and (iv) any such  indebtedness or
other such obligations of any entity not included in such Person's  consolidated
financial  statements  secured in any manner by any Lien upon any assets of such
Person or any of its  Consolidated  Subsidiaries;  provided that for purposes of
the  computation of any Debt under this Agreement  there shall be no duplication
of any item of primary or other  indebtedness  or other  obligation  referred to
herein above, whether such item reflects the indebtedness or other obligation of
such  Person  or any of  its  Consolidated  Subsidiaries  or of any  entity  not
included in such  Person's  consolidated  financial  statements;  and  provided,
further,  that when computing Debt of the Company under this Agreement the first
$100,000,000  in the  aggregate  for  which  the  Company  and its  Consolidated
Subsidiaries  shall be liable  under any  Guaranty of any such  indebtedness  or
other such  obligations of an entity not included in the Company's  consolidated
financial  statements  shall be  excluded  from the  computation  of Debt of the
Company.

"Default" means any event or condition  which  constitutes an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

"dollars"  or "$"  refers  to  lawful  money of the  United  States of
America.

"Effective  Date" means the date on which the conditions  specified in
Section 4.01. B are satisfied (or waived in accordance with Section 9.02).

"Environmental  Laws"  means  any and all  federal,  state,  local and
foreign statutes,  laws,  regulations,  ordinances,  rules,  judgments,  orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental  restrictions  relating  to the  environment  or the release of any
materials into the environment.

"Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties  or   indemnities),   of  the  Company  or  any  of  its  Consolidated
Subsidiaries  directly or indirectly  resulting from or based upon (a) violation
of any Environmental  Law, (b) the generation,  use,  handling,  transportation,
storage,  treatment or disposal of any Hazardous Materials,  (c) exposure to any
Hazardous  Materials,  (d) the release or  threatened  release of any  Hazardous
Materials  into  the  environment  or  (e)  any  contract,  agreement  or  other
consensual  arrangement  pursuant to which  liability is assumed or imposed with
respect to any of the foregoing.

"ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

"Eurodollar",  when used in reference to any Loan or Borrowing,  means
that such Loan, or the Loans comprising such Borrowing,  are bearing interest at
a rate  determined  by reference to the Adjusted LIBO Rate (or, in the case of a
Competitive Loan, the LIBO Rate).

"Event of Default"  has the  meaning  assigned to such term in Article
VII.

"Excluded Taxes" means, with respect to the Administrative  Agent, any
Lender or any other  recipient of any payment to be made by or on account of any
obligation of the Company  hereunder,  (a) income or franchise  taxes imposed on
(or  measured  by) its net income by the  United  States of  America,  or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal  office  is  located  or,  in the case of any  Lender,  in  which  its
applicable  lending  office is located,  (b) any branch profits taxes imposed by
the  United  States  of  America  or  any  similar  tax  imposed  by  any  other
jurisdiction  in which the  Company is located  and (c) in the case of a Foreign
Lender  (other  than an  assignee  pursuant  to a request by the  Company  under
Section  2.17(b)) or any foreign  branch or Affiliate of a Lender caused by such
Lender to make a Loan under Section 2.02(b), any withholding tax that is imposed
by the United States of America on amounts payable to such Foreign Lender at the
time such  Foreign  Lender  becomes a party to this  Agreement  or such  foreign
branch or  Affiliate  is caused to make such a Loan or is  attributable  to such
Foreign Lender's or such foreign branch's or Affiliate's failure or inability to
comply with Section  2.15(e),  except to the extent that such  Foreign  Lender's
assignor (if any) was entitled, at the time of assignment, to receive additional
amounts  from the  Company  with  respect to such  withholding  tax  pursuant to
Section 2.15(a).

"Existing Credit  Agreement" means the Credit  Agreement,  dated as of
May 20, 1997, among the Company,  Amerada Hess Limited,  Amerada Hess Norge A/S,
Amerada Hess A/S, the other subsidiary  borrowers and lenders party thereto, and
The Chase Manhattan Bank, as administrative agent thereunder.

"Facility B Certain  Funds  Committed  Amount"  shall have the meaning
ascribed to the term "Certain Funds  Committed  Amount" in the Facility B Credit
Agreement.

"Facility B Credit  Agreement"  means the  $2,000,000,000  Amended and
Restated  Revolving  Credit  Facility,  dated as of the date  hereof,  among the
Company, the lenders party thereto, Goldman Sachs Credit Partners L.P., as joint

9

book runner,  joint lead arranger and sole syndication  agent,  Chase Securities
Inc., as joint book runner and joint lead arranger and The Chase Manhattan Bank,
as administrative agent.

"Facility Fee" has meaning ascribed to it in Section 2.10(a).

"Federal  Funds  Effective  Rate"  means,  for any day,  the  weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding Business
Day by the  Federal  Reserve  Bank  of New  York,  or,  if  such  rate is not so
published for any day that is a Business Day, the average (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) of the  quotations  for such day for such
transactions  received  by the  Administrative  Agent from three  Federal  funds
brokers of recognized standing selected by it.

"Financial  Officer"  means,  with respect to the  Company,  the chief
financial officer,  principal accounting officer, treasurer or controller of the
Company.

"Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurodollar  Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

"Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

"Foreign  Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Company is located.  For purposes of
this  definition,  the United  States of  America,  each State  thereof  and the
District of Columbia shall be deemed to constitute a single jurisdiction.

"GAAP" means for all purposes  hereof  generally  accepted  accounting
principles in the United States of America.

"Governmental  Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local,  and any agency,  authority,  instrumentality,  regulatory  body,  court,
central  bank or  other  entity  exercising  executive,  legislative,  judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

"Guaranty" by any Person means any direct or indirect  undertaking  to
assume,  guaranty,  endorse,  contingently agree to purchase or to provide funds
for the payment of, or otherwise  become liable in respect of, any obligation of
any other  Person,  excluding  endorsements  for  collection  or  deposit in the
ordinary course of business.

"Hazardous Materials" means all explosive or radioactive substances or
wastes  and all  hazardous  or toxic  substances,  wastes  or other  pollutants,
including  petroleum or petroleum  distillates,  asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

"Indemnified   Taxes"   means   Taxes  other  than   Excluded   Taxes.

"Indemnitee" shall have the meaning ascribed to it in Section 9.03.

"Information" shall have the meaning ascribed to it in Section 9.12.

"Interest  Election Request" means a request by the Company to convert
or continue a Revolving Borrowing in accordance with Section 2.06.

"Interest  Payment  Date" means (a) with respect to any ABR Loan,  the
last day of each March,  June,  September and December,  (b)with  respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar  Borrowing with an
Interest  Period of more than  three  months'  duration,  each day  during  such
Interest  Period that occurs at intervals of three  months'  duration  after the
first day of such Interest Period,  and (c) with respect to any Fixed Rate Loan,
the last day of the Interest  Period  applicable  to the Borrowing of which such
Loan is a part  and,  in the case of a Fixed  Rate  Borrowing  with an  Interest
Period  of more  than 90  days'  duration  (unless  otherwise  specified  in the
applicable  Competitive  Bid  Request),  each day  prior to the last day of such
Interest  Period that occurs at intervals of 90 days'  duration  after the first
day of such  Interest  Period,  and any other  dates that are  specified  in the
applicable  Competitive  Bid Request as Interest  Payment  Dates with respect to
such Borrowing.

"Interest Period" means (a) with respect to any Eurodollar  Borrowing,
the  period  commencing  on  the  date  of  such  Borrowing  and  ending  on the
numerically corresponding day in the calendar month that is 7 days (if generally
available),  one, two, three or six months thereafter,  as the Company may elect
and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be
less than 7 days or more than 360 days) commencing on the date of such Borrowing
and ending on the date  specified  in the  applicable  Competitive  Bid Request;
provided,  that (i) if any  Interest  Period  would  end on a day  other  than a
Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business  Day unless,  in the case of a  Eurodollar  Borrowing  only,  such next
succeeding  Business Day would fall in the next  calendar  month,  in which case
such  Interest  Period shall end on the next  preceding  Business  Day, (ii) any

10

Interest Period pertaining to a Eurodollar  Borrowing that commences on the last
Business Day of a calendar  month (or on a day for which there is no numerically
corresponding  day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest  Period and
(iii) except with respect to any Competitive Loan Lender which otherwise agrees,
any  Interest  Period that  otherwise  would  extend  beyond the  Maturity  Date
applicable  to any Lender  shall end on the  Maturity  Date  applicable  to such
Lender. For purposes hereof, the date of a Borrowing initially shall be the date
on which  such  Borrowing  is made and,  in the case of a  Revolving  Borrowing,
thereafter  shall  be the  effective  date  of the  most  recent  conversion  or
continuation of such Borrowing.

"Lenders"  means the  Persons  listed on  Schedule  2.01 and any other
Person  that shall have become a party  hereto  pursuant  to an  Assignment  and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

"LIBO Rate" means,  with respect to each Interest Period pertaining to
a Eurodollar Loan, the rate per annum determined by the Administrative  Agent to
be the offered  rate for  deposits  in dollars  with a term  comparable  to such
Interest Period that appears on the Telerate Page at  approximately  11:00 a.m.,
London time,  two Business Days prior to the beginning of such Interest  Period;
provided, however, that if at any time for any reason such offered rate does not
appear on the Telerate  Page,  "LIBO Rate" shall mean,  with respect to each day
during each Interest Period  pertaining to a Eurodollar Loan, the rate per annum
equal  to the  average  (rounded  upward  to  the  nearest  1/100  of 1%) of the
respective rates notified to the  Administrative  Agent by each of the Reference
Bank as the rate at which such Reference  Lender is offered  deposits in dollars
at or about 11:00 a.m., London time, two Business Days prior to the beginning of
such Interest  Period in the London  interbank  market for delivery on the first
day of such Interest Period for the number of days comprised therein.

"Lien" means any mortgage,  pledge,  security  interest,  encumbrance,
lien  or  charge  of any  kind  (including  any  agreement  to  give  any of the
foregoing),  any  conditional  sale or other title retention  agreement,  or any
lease in the nature thereof.

"Loan  Documents"  means,  collectively,  this Agreement and all other
agreements,  instruments  and  documents  executed in  connection  wherewith and
therewith,  in each  case as the  same may be  amended,  restated,  modified  or
otherwise supplemented from time to time.

"Loans" means the loans made by the Lenders to the Company pursuant to
this Agreement.

"Margin" means,  with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate,  the marginal rate of interest,  if any, to be
added to or  subtracted  from the LIBO Rate to  determine  the rate of  interest
applicable  to such Loan,  as  specified  by the Lender  making such Loan in its
related Competitive Bid.

"Margin Stock" shall have the meaning  provided in Regulation U of the
Board.

"Material  Adverse  Effect" means (a) when used in any  representation
and  warranty or covenant of the Company on and as of the  Effective  Date,  any
event,  development or circumstance that has had or could reasonably be expected
to have a material  adverse  effect on (i) the  business,  assets,  property  or
financial condition of the Company and its Consolidated  Subsidiaries taken as a
whole,  or (ii) the validity or  enforceability  of this Agreement or the rights
and remedies of the  Administrative  Agent and the Lenders hereunder and (b)when
used in any  representation  and warranty or covenant of the Company on any date
after the Effective Date, any change in the consolidated  financial condition or
operations of the Company and its Consolidated  Subsidiaries from that set forth
in the  consolidated  balance sheet of the Company dated as of December 31, 1999
that is likely to  materially  and  adversely  affect the  Company's  ability to
comply  with  Section  6.01 or to perform its other  obligations  to the Lenders
under this Agreement.

"Material  Indebtedness"  means  Debt  (other  than the  Loans) of the
Company in an aggregate principal amount exceeding $10,000,000.

"Maturity  Date"  means the date  which  falls 364 days after the date
hereof.

"Moody's" means Moody's Investors Service, Inc.

"Note" has the meaning ascribed to it in Section 2.08(e).

"Offer"  means  the  offer  for  the  Shares  described  in the  Offer
Document.

"Offer  Borrowings"  means  each  Borrowing  used or to be used by the
Company  to  fund  the  purchase  by  Company  of  the  Shares  pursuant  to (i)
acceptances of the Offer and (ii) Part XIIIA of the Companies Act.

"Offer   Document"   means  the   document  to  be  delivered  to  the
shareholders of Target  containing the offer for the Shares,  as the same may be
amended, revised or renewed.

"Offer Termination Date" means, in relation to the Offer, the earliest
date (as  notified  by the  Company to the  Administrative  Agent in writing) on

11

which all of the following have occurred:

(a) all payments in respect of  acceptances of the cash element of the
Offer have been made in full;

(b) no further such acceptances are possible; and

(c) all  procedures  under  sections 428 - 430(f) of the Companies Act
which are capable of being  implemented  have been  completed  and all  payments
under those procedures required to made by the Company have been made in full.

"Other  Borrowings"  means all Borrowings other than Offer Borrowings,
being Borrowings to fund (i) the working capital and general  corporate needs of
the  Company  and its  Subsidiaries  and (ii) fees and  expenses  related to the
Acquisition.

"Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property  taxes,  charges or similar levies arising
from any payment made hereunder or from the  execution,  delivery or enforcement
of, or otherwise with respect to, this Agreement.

"Outstanding   Approvals"  means  all  material   authorizations  from
Governmental Authorities the obtaining of which are conditions in the Offer.

"Panel" means the U.K. Panel on Takeovers and Mergers. 

"Participant" has the meaning ascribed to it in Section 9.04.

"Permitted Encumbrances" means with respect to the Company:

(a) Liens  imposed  by law for taxes that are not yet due or are being
contested in good faith by appropriate  proceedings and as to which  appropriate
reserves have been set aside in accordance with GAAP;

(b)  carriers',   warehousemen's,   mechanics',   materialmen's,   and
repairmen's  Liens,  Liens for crew's  wages or salvage  (or making  deposits to
release such Liens) and other like Liens imposed by law, arising in the ordinary
course of business and securing obligations that are not overdue by more than 30
days or are being  contested in good faith by appropriate  proceedings and as to
which appropriate reserves have been set aside in accordance with GAAP;

(c) Liens on standard  industry  terms  imposed by charter  parties or
under contracts of affreightment;

(d) Liens  arising out of judgments  or awards  against the Company or
any of its Consolidated  Subsidiaries  with respect to which the Company or such
Subsidiary at the time shall  currently be  prosecuting an appeal or proceedings
for review and with  respect to which it shall have  secured a stay of execution
pending such appeal or proceedings for review;

(e) pledges and deposits  made in the  ordinary  course of business in
compliance with workers'  compensation,  unemployment insurance and other social
security laws or regulations;

(f)  deposits  to secure the  performance  of bids,  trade  contracts,
leases,  statutory  obligations,  surety and appeal bonds or performance  bonds,
margin posted to secure payment or performance  under futures,  forwards or Swap
Agreements, and other obligations of a like nature, in each case in the ordinary
course of business;

(g)  easements,   zoning   restrictions,   rights-of-way  and  similar
encumbrances  on real  property and  imperfections  of titles  imposed by law or
arising in the  ordinary  course of  business  that do not  secure any  monetary
obligations  and do not  materially  detract  from  the  value  of the  affected
property or interfere  with the  ordinary  conduct of business of the Company or
any of its Consolidated Subsidiaries;

(h) Liens on any oil and/or gas properties or other mineral  interests
of the Company or any of its  Consolidated  Subsidiaries,  whether  developed or
undeveloped,  arising (i) as security  for the  Company's  or such  Subsidiary's
costs  and  expenses   incurred  by  it  in  connection  with  the  exploration,
development  or  operation  of such  properties,  in favor  of a  person  who is
conducting the exploration, development or operation of such properties, or (ii)
in connection with farmout, dry hole, bottom hole, communitization, unitization,
pooling and operating  agreements and/or other agreements of like general nature
incident to the  acquisition,  exploration,  development  and  operation of such
properties  or as required by regulatory  agencies  having  jurisdiction  in the
premises; and

(i) overriding royalties,  royalties, production payments, net profits
interests  or like  interests to be paid out of  production  from oil and/or gas
properties or other mineral  interests of the Company or any of its Consolidated
Subsidiaries,  or to be paid  out of the  proceeds  from  the  sale of any  such
production;

provided  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
securing Debt.

"Person"  means any natural  person,  corporation,  limited  liability
company, trust, joint venture, association,  company, partnership,  Governmental
Authority or other entity.

12

"Press Release" means the United Kingdom press release of the Company,
dated as of the Announcement Date in the form and substance  previously approved
by the Syndication Agent, and by which the Offer is or is to be announced.

"Prior Facility A Credit Agreement" shall have the meaning ascribed to
it in the Recitals.

"Prime Rate" means the rate of interest per annum  publicly  announced
from  time to time by the  Reference  Bank as its  prime  rate in  effect at its
principal  office in New York  City;  each  change in the  Prime  Rate  shall be
effective from and including the date such change is publicly announced as being
effective.

"Public Debt Rating" means, the ratings  (whether  explicit or, if not
explicit,  implied)  assigned by S&P and Moody's to Company's  senior  unsecured
non-credit  enhanced long term debt. For purposes of the foregoing,  (a) if only
one of S&P and Moody's shall have in effect a Public Debt Rating, the Applicable
Facility Fee Rate,  Applicable  Margin and the Applicable  Utilization  Fee Rate
shall be determined by reference to the available rating; (b) if neither S&P nor
Moody's shall have in effect a Public Debt Rating,  the Applicable  Facility Fee
Rate,  Applicable Margin and the Applicable  Utilization Fee Rate will be set in
accordance with Level V under the definition of "Applicable  Facility Fee Rate",
"Applicable  Margin" or "Applicable  Utilization  Fee Rate", as the case may be;
(c) if the ratings  established  by S&P and Moody's shall fall within  different
levels,  the  Applicable  Facility  Fee  Rate,  the  Applicable  Margin  and the
Applicable  Utilization Fee Rate shall be based upon the higher of such ratings,
provided  that if the lower of such  ratings  is more  than one level  below the
higher of such ratings, the Applicable Facility Fee Rate,  Applicable Margin and
the  Applicable  Utilization  Fee Rate shall be  determined  by reference to the
level that is one level  above such lower  rating,  provided,  further,  that if
either of the ratings  established  by S&P or Moody's shall fall within Level V,
the  Applicable  Facility Fee Rate,  the  Applicable  Margin and the  Applicable
Utilization Fee Rate will be set in accordance with Level V under the definition
of  "Applicable   Facility  Fee  Rate",   "Applicable   Margin"  or  "Applicable
Utilization Fee Rate", as the case may be; (d) if any rating  established by S&P
or Moody's  shall be changed,  such change  shall be effective as of the date on
which such change is first  announced  publicly by the rating agency making such
change;  and (e) if S&P or Moody's  shall change the basis on which  ratings are
established,  each  reference  to the Public  Debt  Rating  announced  by S&P or
Moody's, as the case may be, shall refer to the then equivalent rating by S&P or
Moody's, as the case may be.

"Reference Bank" means The Chase Manhattan Bank, or such other bank or
banks as may from time to time be  designated by the Company and approved by the
Administrative Agent.

"Register" has the meaning ascribed to it in Section 9.04.

"Related Parties" means,  with respect to any specified  Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

"Required  Lenders" means, (a) at any time prior to the termination of
the Commitments pursuant to Article VII, Lenders having Commitments representing
at least 51% of the  aggregate  Commitments  at such time  (provided  that,  for
purposes of declaring  the Loans to be due and payable  pursuant to Article VII,
the  outstanding  Competitive  Loans of the  Lenders  shall be included in their
respective  Commitments  in  determining  the Required  Lenders) and (b) for all
purposes  after the  termination  of the  Commitments  pursuant to Article  VII,
Lenders  having  outstanding  Loans  representing  at least 51% of the aggregate
outstanding principal amount of Loans.

"Revolving  Credit Exposure" means,  with respect to any Lender at any
time, the outstanding principal amount of such Lender's Revolving Loans.

"Revolving Loan" means a Loan made pursuant to Section 2.03.

"S&P"  means  Standard  & Poor's  Ratings  Group,  a  division  of The
McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" shall mean the Securities and Exchange Commission.

"Scheduled Debt" has the meaning ascribed to it in Section 3.10(a).

"Scheduled  Target  Liens" has the  meaning  ascribed to it in Section
3.10(b).

"Shares"  means the  outstanding  share capital of Target to which the
Offer relates as defined in the Press Release.

"Significant Subsidiary" shall mean, with respect to any Person on any
date, a  Consolidated  Subsidiary of such Person that as of such time  satisfies
the definition of a "significant  subsidiary" contained as of the date hereof in
Regulation S-X of the SEC.

"Statutory  Reserve  Rate" means a fraction  (expressed as a decimal),
the  numerator  of which is the number one and the  denominator  of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal,  special,  emergency or supplemental  reserves) expressed as a decimal
established by the Board to which the  Administrative  Agent is subject (a) with
respect to the Base CD Rate,  for new  negotiable  nonpersonal  time deposits in
dollars of over $100,000 with maturities approximately equal to three months and

13

(b) with respect to the Adjusted LIBO Rate,  for eurodollar  funding  (currently
referred to as  "Eurocurrency  Liabilities" in Regulation D of the Board).  Such
reserve  percentages  shall include those imposed pursuant to such Regulation D.
Eurodollar  Loans shall be deemed to constitute  eurocurrency  funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions  or  offsets  that may be  available  from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

"Subsidiary"  means,  with respect to any Person (the "parent") at any
date, any corporation,  limited liability company,  partnership,  association or
other entity (a) of which securities or other ownership  interests  representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in
the case of a partnership,  more than 50% of the general  partnership  interests
are,  as of such date,  owned,  controlled  or held,  or (b) that is, as of such
date,  otherwise  Controlled,  by the parent or one or more  Subsidiaries of the
parent or by the parent and one or more Subsidiaries of the parent.

"Swap Agreement"  means any interest rate,  currency or commodity swap
agreement  or other  interest  rate,  currency  or  commodity  price  protection
agreement capable of financial settlement only.

"Swap  Payment  Obligation"  means,  with  respect to any  Person,  an
obligation of such Person to pay money,  either in respect of a periodic payment
or upon  termination,  to a counterparty  under a Swap  Agreement,  after giving
effect to any netting arrangements between such Person and such counterparty and
such Person's  rights of set-off in respect of such  obligation  provided for in
such Swap Agreement.

"Syndication Agent" has the meaning ascribed to it in the Preamble.

"Target" has the meaning ascribed to it in the Preamble.

"Taxes"  means any and all present or future taxes,  levies,  imposts,
duties,  deductions,   charges  or  withholdings  imposed  by  any  Governmental
Authority.

"Telerate  Page" means the display  designated as Page 3750 on the Dow
Jones  Markets  System  (or such  other  page as may  replace  such page on such
service for the purpose of  displaying  the rates at which  dollar  deposits are
offered by leading banks in the London interbank deposit market).

"Three-Month  Secondary  CD Rate" means,  for any day,  the  secondary
market rate for three-month  certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding  Business
Day) by the Board through the public  information  telephone line of the Federal
Reserve  Bank of New York (which rate will,  under the current  practices of the
Board, be published in Federal Reserve  Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding  Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at  approximately  10:00 a.m.,  New York City time, on such day (or, if
such day is not a  Business  Day,  on the next  preceding  Business  Day) by the
Administrative  Agent from three  negotiable  certificate of deposit  dealers of
recognized standing selected by it.

"Total  Capitalization",  of any Person on any date,  means the sum of
(i) Total  Consolidated Debt of such Person on such date and (ii)  shareholders'
equity of such  Person  on such  date,  determined  on a  consolidated  basis in
accordance with GAAP.

"Total  Consolidated  Assets",  of any  Person on any date,  means the
total  assets of such  Person and its  Consolidated  Subsidiaries  on such date,
determined on a consolidated basis in accordance with GAAP.

"Total  Consolidated  Debt", of any Person on any date, means all Debt
of such Person and its Consolidated  Subsidiaries on such date,  determined on a
consolidated basis in accordance with GAAP.

"Total  Consolidated  Subsidiary Debt" means Total  Consolidated  Debt
excluding Debt of the Company with respect to which no Subsidiary of the Company
is contractually obligated.

"Total  Exposure"  means,  with respect to any Lender at any time, the
sum of (i) the Revolving  Credit  Exposure of such Lender and (ii) the aggregate
outstanding principal amount of such Lender's Competitive Loans.

"Transactions"  means each of the execution,  delivery and performance
by the Company of this  Agreement,  the  borrowing  of Loans  hereunder  and the
consummation of the Offer and the Acquisition.

"Type",  when used in  reference to any Loan or  Borrowing,  refers to
whether  the rate of  interest  on such Loan,  or on the Loans  comprising  such
Borrowing,  is determined by reference to the Adjusted LIBO Rate,  the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

"Utilization Fee" has the meaning ascribed to it in Section 2.10(b).

"Whitewash Procedure" means the procedure to be undertaken pursuant to
the  Companies  Act in order to make use of the  private  company  exemption  to

14

prohibitions against financial assistance thereunder.

SECTION 1.02. Classification of Loans and Borrowings.  For purposes of
this  Agreement,  Loans may be  classified  and  referred to by Class  (e.g.,  a
"Revolving  Loan") or by Type (e.g.,  a "Eurodollar  Loan") or by Class and Type
(e.g., a "Eurodollar  Revolving  Loan").  Borrowings  also may be classified and
referred  to by Class  (e.g.,  a  "Revolving  Borrowing")  or by Type  (e.g.,  a
"Eurodollar  Borrowing")  or by Class and Type (e.g.,  a  "Eurodollar  Revolving
Borrowing").

SECTION 1.03. Terms  Generally.  The definitions of terms herein shall
apply  equally to the singular and plural forms of the terms  defined.  Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person  shall be  construed  to include  such  Person's  permitted
successors and assigns,  (c) the words "herein",  "hereof" and "hereunder",  and
words of similar  import,  shall be construed to refer to this  Agreement in its
entirety and not to any particular  provision hereof,  (d) all references herein
to Articles,  Sections,  Exhibits and  Schedules  shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this  Agreement and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect  and to  refer  to  any  and  all  tangible  and  intangible  assets  and
properties, including cash, securities, accounts and contract rights.

SECTION 1.04.  Accounting Terms;  GAAP2. Except as otherwise expressly
provided  herein,  all  terms of an  accounting  or  financial  nature  shall be
construed  in  accordance  with GAAP,  as in effect from time to time;  provided
that, if the Company notifies the Administrative Agent that the Company requests
an  amendment  to any  provision  hereof to  eliminate  the effect of any change
occurring  after the date  hereof in GAAP or in the  application  thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required  Lenders request an amendment to any provision hereof for such
purpose),  regardless  of whether any such notice is given  before or after such
change  in GAAP or in the  application  thereof,  then such  provision  shall be
interpreted  on the basis of GAAP as in effect and  applied  immediately  before
such  change  shall have  become  effective  until such  notice  shall have been
withdrawn  or such  amendment  is  rejected  or such  provision  is  amended  in
accordance herewith.

ARTICLE II

The Credits

SECTION 2.01.  Commitments.  Subject to the terms and  conditions  set
forth herein and, in particular  during the Certain Funds Period with respect to
Offer Borrowings,  the penultimate  paragraph of Article VII, each Lender agrees
to make Revolving Loans to the Company from time to time during the Availability
Period  in an  aggregate  principal  amount  not  exceeding  the  amount of such
Lender's Commitment; provided, that after giving effect to each Revolving Credit
Loan (a) no Lender's  Revolving  Credit  Exposure  shall  exceed  such  Lender's
Commitment,  (b) the sum of the Total  Exposures  of all the  Lenders  shall not
exceed  the sum of the  Commitments  of all  Lenders  or (c) in the case only of
Loans  constituting Other Borrowings during the Certain Funds Period, the sum of
the total  Revolving  Credit  Exposures plus the aggregate  principal  amount of
outstanding  Competitive Loans plus the Certain Funds Committed Amount shall not
exceed the total  Commitments  of all Lenders.  Within the foregoing  limits and
subject to the terms and  conditions  set forth herein,  the Company may borrow,
prepay and reborrow Revolving Loans.

SECTION 2.02.  Loans and Borrowings.  (a) Each Revolving Loan shall be
made as part of a Borrowing  consisting of Revolving  Loans made by the Lenders,
ratably in accordance with their respective  Commitments.  Each Competitive Loan
shall be made in accordance  with the  procedures set forth in Section 2.04. The
failure  of any  Lender  to make any Loan  required  to be made by it shall  not
relieve  any  other  Lender  of its  obligations  hereunder;  provided  that the
Commitments and Competitive  Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

(b) Subject to Section 2.12,  (i) each  Revolving  Borrowing  shall be
comprised  entirely of ABR Loans or Eurodollar  Loans as the Company may request
in  accordance  herewith  and  shall be in  dollars  and (ii)  each  Competitive
Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as
the Company may request in  accordance  herewith  and shall be in dollars.  Each
Lender at its option may make any Loan by causing any domestic or foreign branch
or  Affiliate  of such Lender to make such Loan;  provided  that any exercise of
such option shall not affect the obligation of the Company to repay such Loan in
accordance with the terms of this Agreement.

(c) At the  commencement  of each Interest  Period for any  Eurodollar
Revolving  Borrowing,  such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000.  At the time that
each ABR Revolving  Borrowing is made,  such Borrowing  shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $10,000,000;
provided that an ABR Revolving  Borrowing may be in an aggregate  amount that is
equal to the entire unused balance of the total  Commitments.  Each  Competitive

15

Borrowing  shall be in an  aggregate  amount  that is an  integral  multiple  of
$1,000,000 and not less than  $10,000,000.  Borrowings of more than one Type and
Class may be outstanding at the same time;  provided that there shall not at any
time be more than a total of 10 outstanding Eurodollar Revolving Borrowings.

(d) Notwithstanding any other provision of this Agreement, the Company
shall not be  entitled  to  request,  or to elect to  convert or  continue,  any
Borrowing if the Interest Period  requested with respect thereto would end after
the Maturity Date.

SECTION  2.03.  Requests  for  Revolving  Borrowings.   To  request  a
Revolving  Borrowing,  the Company shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar  Borrowing,  not later than
11:00  a.m.,  New York City time,  three  Business  Days  before the date of the
proposed Borrowing or (b) in the case of any ABR Borrowing, not later than 11:00
a.m.,  New York City time, on the Business Day of the proposed  Borrowing.  Each
such  telephonic  Borrowing  Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative  Agent at its office
set forth in Section 9.01 of a written  Borrowing  Request in a form approved by
the  Administrative  Agent and signed by the Company.  Each such  telephonic and
written Borrowing Request shall specify the following  information in compliance
with Section 2.02:

(i) the aggregate amount of the requested Borrowing;  

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

(iv) in the  case of a  Eurodollar  Borrowing,  the  initial  Interest
Period to be applicable  thereto,  which shall be a period  contemplated by
the definition of the term "Interest Period"; and

(v) the  location and number of the  Company's  account to which funds
are to be disbursed,  which shall comply with the  requirements  of Section
2.05.

If no election as to the Type of  Revolving  Borrowing  is  specified,  then the
requested Revolving  Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing,  then
the Company shall be deemed to have  selected an Interest  Period of one month's
duration.  Promptly  following receipt of a Borrowing Request in accordance with
this Section,  the Administrative  Agent shall advise each Lender of the details
thereof  and of the  amount  of  such  Lender's  Loan  to be made as part of the
requested Borrowing.

SECTION 2.04. Bid Procedure for Competitive  Loans. (a) Subject to the
terms and conditions set forth herein, from time to time during the Availability
Period the Company may request  Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow  Competitive Loans;  provided,
that (i)  after  giving  effect  to each  Competitive  Loan the sum of the Total
Exposures of all the Lenders shall not exceed the sum of the  Commitments of all
Lenders,  (ii) during the Certain Funds Period,  the Revolving  Credit Exposures
plus the aggregate  principal amount of outstanding  Competitive  Loans plus the
Certain Funds  Committed  Amount shall not exceed the total  Commitments  of all
Lenders  and (iii)  Competitive  Loans  shall not be made for  purposes of Offer
Borrowings.   To  request   Competitive  Bids,  the  Company  shall  notify  the
Administrative  Agent at its office set forth in Section 9.01 of such request by
telephone, (i) in the case of a Eurodollar Competitive Borrowing, not later than
11:00  a.m.,  New York City  time,  four  Business  Days  before the date of the
proposed  Borrowing  and (ii) in the case of a Fixed Rate  Borrowing,  not later
than 10:00 a.m.,  New York City time,  one  Business  Day before the date of the
proposed  Borrowing.  Each such  telephonic  Competitive  Bid  Request  shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written  Competitive Bid Request in a form approved by the Administrative  Agent
and signed by the Company.  Each such  telephonic  and written  Competitive  Bid
Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii)  whether such  Borrowing  is to be a  Eurodollar  Borrowing or a
Fixed Rate Borrowing;

(iv) the Interest  Period to be  applicable to such  Borrowing,  which
shall be a period  contemplated  by the  definition  of the term  "Interest
Period";

(v) the maturity date of such  Borrowing,  which shall be no less than
seven and no more than 360 days from the  requested  drawdown  date of such
Borrowing; and

(vi) the location and number of the  Company's  account to which funds
are to be disbursed,  which shall comply with the  requirements  of Section
2.05.

Promptly  following receipt of a Competitive Bid Request in accordance with this
Section,  the Administrative  Agent shall notify the Competitive Loan Lenders of
the details thereof by telecopy, inviting the Competitive Loan Lenders to submit
Competitive Bids.

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(b)  Each  Competitive  Loan  Lender  may  (but  shall  not  have  any
obligation to) make one or more Competitive Bids to the Company in response to a
Competitive Bid Request.  Each Competitive Bid by a Competitive Loan Lender must
be in a form  approved by the  Administrative  Agent and must be received by the
Administrative Agent at its office set forth in Section 9.01 by telecopy, (i) in
the case of a Eurodollar  Competitive  Borrowing,  not later than 9:30 a.m., New
York City time,  three  Business Days before the date of the proposed  Borrowing
and (ii) in the case of a Fixed Rate  Borrowing,  not later than 9:30 a.m.,  New
York City time, on the proposed date of such Competitive Borrowing.  Competitive
Bids  that  do  not  conform   substantially   to  the  form   approved  by  the
Administrative  Agent  may be  rejected  by the  Administrative  Agent,  and the
Administrative Agent shall notify the applicable Competitive Loan Lender of such
rejection as promptly as practicable. Each Competitive Bid shall specify (i) the
principal  amount  (which  shall be a  minimum  of  $5,000,000  and an  integral
multiple of $1,000,000  and which may equal the entire  principal  amount of the
Competitive Borrowing requested by the Company) of the Competitive Loan or Loans
that the  Competitive  Loan Lender is willing to make,  (ii) the Competitive Bid
Rate or Rates at which the Competitive Loan Lender is prepared to make such Loan
or Loans  (expressed as a percentage  rate per annum in the form of a decimal to
no more than four decimal  places) and (iii) the Interest  Period  applicable to
each such Loan and the last day thereof.

(c) The  Administrative  Agent  shall  promptly  notify the Company by
telecopy of the Competitive Bid Rate and the principal  amount specified in each
Competitive  Bid and the  identity  of the  Lender  that  shall  have  made such
Competitive Bid.

(d) Subject only to the provisions of this paragraph,  the Company may
accept  or  reject  any   Competitive   Bid.   The  Company   shall  notify  the
Administrative  Agent by telephone,  confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject  each  Competitive  Bid,  (i) in the  case  of a  Eurodollar  Competitive
Borrowing,  not later than 10:30 a.m.,  New York City time,  three Business Days
before the date of the proposed  Borrowing  and (ii) in the case of a Fixed Rate
Borrowing,  not later than 10:30 a.m.,  New York City time, on the proposed date
of such Competitive  Borrowing;  provided that (i) the failure of the Company to
give such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
the Company shall not accept a Competitive Bid made at a particular  Competitive
Bid Rate if the Company  rejects a Competitive  Bid made at a lower  Competitive
Bid Rate,  (iii) the aggregate  amount of the  Competitive  Bids accepted by the
Company  shall not  exceed the  aggregate  amount of the  requested  Competitive
Borrowing specified in the related  Competitive Bid Request,  (iv) to the extent
necessary  to comply with clause (iii) of this  proviso,  the Company may accept
Competitive Bids at the same Competitive Bid Rate in part, which acceptance,  in
the case of multiple  Competitive  Bids at such  Competitive Bid Rate,  shall be
made pro rata in accordance  with the amount of each such  Competitive  Bid, and
(v) except  pursuant to clause (iv) above,  no Competitive Bid shall be accepted
for a Competitive Loan unless such  Competitive  Loan is in a minimum  principal
amount of $5,000,000 and an integral  multiple of $1,000,000;  provided  further
that if a Competitive Loan must be in an amount less than $5,000,000  because of
the provisions of clause (iv) above,  such Competitive Loan may be for a minimum
of $1,000,000 or any integral multiple thereof,  and in calculating the pro rata
allocation  of  acceptances  of  portions  of  multiple  Competitive  Bids  at a
particular  Competitive  Bid Rate  pursuant to clause (iv) the amounts  shall be
rounded to  integral  multiples  of  $1,000,000  in a manner  determined  by the
Company.  A notice  given by the  Company  pursuant to this  paragraph  shall be
irrevocable.

(e) The Administrative Agent shall promptly notify each bidding Lender
by telecopy  whether or not its  Competitive  Bid has been accepted (and, if so,
the amount and  Competitive Bid Rate so accepted),  and each  successful  bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

(f) If the  Administrative  Agent shall elect to submit a  Competitive
Bid in its capacity as a Lender,  it shall submit such  Competitive Bid directly
to the  Company at least one quarter of an hour  earlier  than the time by which
the other Competitive Loan Lenders are required to submit their Competitive Bids
to the Administrative Agent pursuant to paragraph (b) of this Section.

SECTION 2.05.  Funding of Borrowings.  (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately  available  funds to the  account of the  Administrative  Agent most
recently  designated  by it for such  purpose  by  notice to the  Lenders;  such
transfers  shall be made by (x)  12:00  Noon,  New York City time in the case of
Borrowings  other than ABR Borrowings and (y) 2:00 PM, New York City time in the
case of ABR Borrowings on the date such Loan is made. The  Administrative  Agent
will make such  amounts  available  to the  Company by  promptly  crediting  the
amounts so received,  in like funds, to an account of the Company  designated by
the Company in the applicable Borrowing Request or Competitive Bid Request.

(b) Unless the Administrative  Agent shall have received notice from a
Lender prior to the  proposed  date of any  Borrowing  that such Lender will not
make  available  to  the  Administrative  Agent  such  Lender's  share  of  such
Borrowing,  the  Administrative  Agent may assume that such Lender has made such
share  available on such date in accordance  with  paragraph (a) of this Section
and may, in  reliance  upon such  assumption,  make  available  to the Company a
corresponding  amount. In such event, if a Lender has not in fact made its share
of the applicable  Borrowing  available to the  Administrative  Agent,  then the
applicable Lender and the Company  severally agree to pay to the  Administrative
Agent forthwith on demand such corresponding  amount with interest thereon,  for

17

each day from and  including  the date  such  amount  is made  available  to the
Company to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case
of the Company,  the interest rate  applicable to ABR Loans. If such Lender pays
such amount to the Administrative  Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

SECTION  2.06.  Interest  Elections.   (a)  Each  Revolving  Borrowing
initially  shall be of the Type  specified in the applicable  Borrowing  Request
and,  in the case of a  Eurodollar  Revolving  Borrowing,  shall have an initial
Interest Period as specified in such Borrowing Request.  Thereafter, the Company
may elect to convert  such  Borrowing  to a different  Type or to continue  such
Borrowing  and,  in the case of a  Eurodollar  Revolving  Borrowing,  may  elect
Interest  Periods  therefor,  all as provided in this  Section.  The Company may
elect  different  options  with  respect to  different  portions of the affected
Borrowing,  in which case each such portion shall be allocated ratably among the
Lenders holding the Loans  comprising such Borrowing,  and the Loans  comprising
each such portion shall be considered a separate  Borrowing.  This Section shall
not apply to Competitive Borrowings, which may not be converted or continued.

(b) To make an election  pursuant to this  Section,  the Company shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing  Request  would be required  under  Section  2.03 if the Company  were
requesting a Revolving  Borrowing of the Type resulting from such election to be
made on the  effective  date of such  election.  Each such  telephonic  Interest
Election  Request shall be irrevocable  and shall be confirmed  promptly by hand
delivery or telecopy to the Administrative  Agent of a written Interest Election
Request  in a form  approved  by the  Administrative  Agent  and  signed  by the
Company.

(c) Each  telephonic  and  written  Interest  Election  Request  shall
specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and,
if different  options are being elected with respect to different  portions
thereof,  the portions thereof to be allocated to each resulting  Borrowing
(in which case the  information  to be specified  pursuant to clauses (iii)
and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;

(iii) whether the  resulting  Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and

(iv)  if  the  resulting  Borrowing  is a  Eurodollar  Borrowing,  the
Interest  Period  to be  applicable  thereto  after  giving  effect to such
election,  which shall be a period  contemplated  by the  definition of the
term "Interest Period".

If any such Interest  Election Request requests a Eurodollar  Borrowing but does
not  specify  an  Interest  Period,  then the  Company  shall be  deemed to have
selected an Interest Period of one month's duration.

(d) Promptly  following receipt of an Interest  Election Request,  the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

(e) If the Company fails to deliver a timely Interest Election Request
with  respect  to a  Eurodollar  Revolving  Borrowing  prior  to the  end of the
Interest Period  applicable  thereto,  then,  unless such Borrowing is repaid as
provided  herein,  at the end of such Interest  Period such  Borrowing  shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders,  so notifies the Company,  then, so long
as an Event of Default is continuing (i) no outstanding  Revolving Borrowing may
be converted to or continued as a Eurodollar  Borrowing and (ii) unless  repaid,
each  Eurodollar  Revolving  Borrowing shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto.

SECTION 2.07.  Termination  and Reduction of  Commitments.  (a) Unless
previously terminated,  the Commitments shall terminate on the earliest to occur
of (i) the Maturity  Date,  (ii) the date on which the Offer lapses  (having not
been declared unconditional in all respects) or is withdrawn,  or is referred as
provided in  paragraphs  (c) or (d) of Appendix I of the Press Release and (iii)
the date  falling  twenty  nine days  after the  Announcement  Date if the Offer
Document has not by then been posted,  or such longer period consented to by the
Panel but, in any event, no later than 60 days after the Announcement Date.

(b) The  Company  may at any  time  terminate,  or  from  time to time
reduce,  the  aggregate  amount  of the  Commitments;  provided  that  (i)  each
reduction of the Commitments  shall be in an amount that is an integral multiple
of  $10,000,000  and not less  than  $50,000,000,  (ii) the  Company  shall  not
terminate or reduce the  Commitments  if, after giving effect to any  concurrent
prepayment  of the Loans in accordance  with Section 2.09,  the sum of the Total
Exposures of all the Lenders would exceed the total Commitments and (iii) during
the  Certain  Funds  Period,  the  Company  shall not  terminate  or reduce  the
Commitments below the sum of the aggregate  principal amount of then outstanding
Other Borrowings and the Certain Funds Committed Amount.

(c) The Company shall notify the Administrative  Agent of any election
to terminate or reduce the  Commitments  under  paragraph (b) of this Section at

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least three  Business Days prior to the effective  date of such  termination  or
reduction,  specifying  such election and the effective  date thereof.  Promptly
following  receipt of any notice,  the  Administrative  Agent  shall  advise the
Lenders of the contents  thereof.  Each notice delivered by the Company pursuant
to this Section shall be  irrevocable;  provided that a notice of termination of
the  Commitments  delivered  by the  Company  may  state  that  such  notice  is
conditioned  upon the  effectiveness of other credit  facilities,  in which case
such notice may be revoked by the Company (by notice to the Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied.
Any  termination  or  reduction  of the  Commitments  shall be  permanent.  Each
reduction of the  Commitments  shall be made ratably  among the Lenders based on
their respective Commitments.

SECTION 2.08.  Repayment of Loans;  Evidence of Debt.  (a) The Company
hereby  unconditionally  promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid  principal  amount of each Revolving Loan
made to the Company on the Maturity  Date and (ii) to the  Administrative  Agent
for the account of each Competitive Loan Lender the then unpaid principal amount
of each  Competitive Loan made by such Competitive Loan Lender to the Company on
the last day of the Interest Period applicable to such Loan.

(b) Each Lender shall  maintain in accordance  with its usual practice
an account or accounts evidencing the indebtedness of the Company to such Lender
resulting  from each Loan made by such  Lender  to the  Company,  including  the
amounts of principal and interest payable and paid to such Lender by the Company
from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made  hereunder,  the Class and Type  thereof
and the Interest Period applicable thereto,  (ii) the amount of any principal or
interest  due and payable or to become due and payable  from the Company to each
Lender hereunder and (iii) the amount of any sum received by the  Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

(d) The entries made in the accounts  maintained pursuant to paragraph
(b) or (c) of this Section shall, absent manifest error, be prima facie evidence
of the existence and amounts of the obligations recorded therein;  provided that
the failure of any Lender or the Administrative  Agent to maintain such accounts
or any error  therein  shall not in any  manner  affect  the  obligation  of the
Company to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may  request  that Loans made by it be  evidenced  by a
promissory note. In such event,  the Company shall prepare,  execute and deliver
to such  Lender  a  non-negotiable  promissory  note  substantially  in the form
attached  as Exhibit B (a "Note")  payable to the order of such  Lender  (or, if
requested by such Lender, to such Lender and its permitted  registered assigns).
Thereafter,  the Loans evidenced by such Note and interest  thereon shall at all
times (including  after  assignment  pursuant to Section 9.04) be represented by
one or more Notes  payable to the order of the payee named  therein (or, if such
Note is a registered Note, to such payee and its permitted registered assigns).

SECTION  2.09.  Prepayment  of Loans.  (a) The Company  shall have the
right at any time and from time to time to prepay  any  Borrowing  made by it in
whole or in part,  subject to prior notice in accordance  with  paragraph (b) of
this  Section;  provided that the Company shall not have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof.

(b) The Company  shall  notify the  Administrative  Agent by telephone
(confirmed  by  telecopy)  of  any  prepayment  hereunder  (i) in  the  case  of
prepayment of a Eurodollar Revolving  Borrowing,  not later than 11:00 a.m., New
York City time,  three  Business Days before the date of prepayment  and (ii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time,  one Business Day before the date of  prepayment.  Each such
notice  shall be  irrevocable  and shall  specify  the  prepayment  date and the
principal  amount of each Borrowing or portion  thereof to be prepaid;  provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the  Commitments as  contemplated  by Section 2.07,  then such
notice of prepayment  may be revoked if such notice of termination is revoked in
accordance  with Section  2.07.  Promptly  following  receipt of any such notice
relating to a Revolving  Borrowing,  the  Administrative  Agent shall advise the
Lenders of the  contents  thereof.  Each  partial  prepayment  of any  Revolving
Borrowing  shall  be in an  amount  that  would be  permitted  in the case of an
advance of a Revolving  Borrowing of the same Type as provided in Section  2.02.
Each  prepayment of a Revolving  Borrowing shall be applied ratably to the Loans
included in the prepaid  Borrowing.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.11.

SECTION   2.10.   Fees.   (a)  The  Company   agrees  to  pay  to  the
Administrative  Agent  for the  account  of each  Lender a  facility  fee,  (the
"Facility  Fee") which shall accrue at the  Applicable  Facility Fee Rate on the
daily amount of the  Commitment of such Lender  (whether used or unused)  during
the period from and including the date hereof to but excluding the date on which
such Commitment terminates;  provided that, if such Lender continues to have any
Revolving  Credit Exposure after its Commitment  terminates,  then such Facility
Fee shall  continue  to accrue on the daily  amount of such  Lender's  Revolving
Credit  Exposure from and including the date on which its Commitment  terminates
to but  excluding  the date on which such  Lender  ceases to have any  Revolving
Credit  Exposure.  Accrued Facility Fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on which
the Commitments terminate,  commencing on the first such date to occur after the
date hereof;  provided that any Facility  Fees accruing  after the date on which
the Commitments terminate shall be payable on demand. All Facility Fees shall be

19

computed  on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

(b) For any day that  the  aggregate  principal  amount  of the  Loans
outstanding exceeds 33% of the aggregate  Commitments,  Company shall pay to the
Administrative  Agent for the  account  of each  Lender a  utilization  fee (the
"Utilization  Fee")  equal to the  Applicable  Utilization  Fee Rate  times  the
aggregate  outstanding  Revolving  Loans on such date. The Utilization Fee shall
accrue, to the extent  applicable,  at all times from the Closing Date until the
Maturity  Date and shall be payable  in arrears on the last day of March,  June,
September  and  December  of each year and on the date on which the  Commitments
terminate, commencing on the first such date to occur after the date hereof.

(c) The Company agrees to pay to the Administrative  Agent and each of
the  Lenders,  for their own  accounts,  fees  payable in the amounts and at the
times separately agreed upon between the Company and such other parties.

(d) All fees  payable  hereunder  shall be paid on the dates  due,  in
immediately  available  funds,  to the  Administrative  Agent (or to each of the
Lenders,  in the case of fees  payable to it) for  distribution,  in the case of
Facility Fees and/or  Utilization  Fees, to the Lenders.  Absent manifest error,
fees paid shall not be refundable under any circumstances.

SECTION 2.11.  Interest.  (a) The Loans  comprising each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest
at a rate per annum equal to (i) in the case of a Eurodollar Revolving Loan, the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin or (ii) in the case of a Eurodollar Competitive Loan, the LIBO
Rate for the Interest  Period in effect for such  Borrowing  plus (or minus,  as
applicable) the Margin applicable to such Loan.

(c) Each Fixed Rate Loan shall bear interest at a rate per annum equal
to the Fixed Rate applicable to such Loan.

(d) Notwithstanding the foregoing,  if any principal of or interest on
any Loan or any fee or other amount payable by the Company hereunder is not paid
when due,  whether at stated  maturity,  upon  acceleration  or otherwise,  such
overdue amount shall bear interest,  after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise  applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans as provided above.

(e) Accrued  interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued pursuant
to paragraph (d) of this Section  shall be payable on demand,  (ii) in the event
of any  repayment or  prepayment  of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the  principal  amount  repaid or  prepaid  shall be payable on the date of such
repayment or prepayment,  (iii) in the event of any conversion of any Eurodollar
Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such  conversion
and  (iv)  all  accrued  interest  shall  be  payable  upon  termination  of the
Commitments.

(f) All interest hereunder shall be computed on the basis of a year of
360 days,  except that interest computed by reference to the Alternate Base Rate
at times  when the  Alternate  Base  Rate is based on the Prime  Rate,  shall be
computed  on the basis of a year of 365 days (or 366 days in a leap  year),  and
shall be payable for the actual number of days elapsed  (including the first day
but excluding the last day). The applicable  Alternate Base Rate,  Adjusted LIBO
Rate or LIBO Rate shall be  determined  by the  Administrative  Agent,  and such
determination shall be conclusive absent manifest error.

SECTION 2.12. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative  Agent determines (which determination shall be
conclusive  absent  manifest  error) that adequate and  reasonable  means do not
exist for  ascertaining  the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or

(b) the  Administrative  Agent is advised by the Required Lenders (or,
in the case of a  Eurodollar  Competitive  Loan,  the Lender that is required to
make  such  Loan)  that  because  of a change  in  circumstances  affecting  the
eurodollar  market  generally  the  Adjusted  LIBO  Rate or the  LIBO  Rate,  as
applicable,  for such Interest Period will not adequately and fairly reflect the
cost to such  Lenders (or Lender) of making or  maintaining  their Loans (or its
Loan) included in such Borrowing for such Interest Period;

then the  Administrative  Agent shall give notice thereof to the Company and the
Lenders by  telephone  or telecopy as promptly as  practicable  thereafter  and,
until the  Administrative  Agent  notifies  the Company and the Lenders that the
circumstances  giving  rise to such  notice no longer  exist,  (i) any  Interest
Election Request that requests the conversion of any Revolving  Borrowing to, or
continuation  of any  Revolving  Borrowing as, a Eurodollar  Borrowing  shall be
ineffective,  (ii) if any  Borrowing  Request  requests a  Eurodollar  Revolving
Borrowing,  such  Borrowing  shall be made as an ABR  Borrowing  and  (iii)  any
request  by  the  Company  for  a  Eurodollar  Competitive  Borrowing  shall  be
ineffective;  provided that (A) if the circumstances  giving rise to such notice
do not affect all the  Lenders,  then  requests by the  Company  for  Eurodollar

20

Competitive  Borrowings may be made to Lenders that are not affected thereby and
(B) if the  circumstances  giving  rise to such  notice  affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.

SECTION  2.13.  Increased  Costs.  (a) If  any  Change  in Law  shall:

(i) impose, modify or deem applicable any reserve,  special deposit or
similar  requirement  against assets of, deposits with or for the account of, or
credit extended by, any Lender (except any such reserve requirement reflected in
the Adjusted LIBO Rate); or

(ii)  impose on any  Lender or the London  interbank  market any other
condition  affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made
by such Lender;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender of making or maintaining  any  Eurodollar  Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum  received or  receivable  by such Lender  hereunder  (whether of  principal,
interest or otherwise), then the Company will pay to such Lender such additional
amount or amounts as will  compensate  such  Lender  for such  additional  costs
incurred or reduction suffered.

(b) If any Lender  determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company,  if any, as
a consequence  of this  Agreement or the Loans made by, such Lender,  to a level
below  that  which  such  Lender or such  Lender's  holding  company  could have
achieved but for such Change in Law (taking  into  consideration  such  Lender's
policies  and the  policies of such  Lender's  holding  company  with respect to
capital  adequacy),  then from time to time the Company  will pay to such Lender
such  additional  amount  or  amounts  as will  compensate  such  Lender or such
Lender's holding company for any such reduction suffered.

(c) A  certificate  of a Lender  setting  forth the  amount or amounts
necessary to compensate such Lender or its holding company,  as the case may be,
as specified in paragraph  (a) or (b) of this Section  shall be delivered to the
Company and shall be conclusive  absent  manifest  error.  The Company shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

(d) Failure or delay on the part of any Lender to demand  compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such  compensation;  provided  that the Company  shall not be required to
compensate  a  Lender  pursuant  to this  Section  for any  increased  costs  or
reductions  incurred  more than three  months prior to the date that such Lender
notifies the Company of the Change in Law giving rise to such increased costs or
reductions  and of such  Lender's  intention  to  claim  compensation  therefor;
provided, further that, if the Change in Law giving rise to such increased costs
or reductions is  retroactive,  then the  three-month  period  referred to above
shall be extended to include the period of retroactive effect thereof.

(e) Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive  Loan if the Change in Law that would  otherwise  entitle it to such
compensation  shall have been  publicly  announced  prior to  submission  of the
Competitive Bid pursuant to which such Loan was made.

SECTION 2.14. Break Funding Payments.  In the event of (a) the payment
of any  principal  of any  Eurodollar  Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable  thereto  (including as a result of an
Event of Default),  (b) the conversion of any Eurodollar  Loan other than on the
last day of the Interest Period applicable  thereto,  (c) the failure to borrow,
convert,  continue or prepay any  Revolving  Loan on the date  specified  in any
notice delivered pursuant hereto (regardless of whether such notice is permitted
to be revocable  under Section  2.09(b) and is revoked in accordance  herewith),
(d) the failure to borrow any  Competitive  Loan after accepting the Competitive
Bid to make such Loan,  or (e) the  assignment of any  Eurodollar  Loan or Fixed
Rate Loan other than on the last day of the Interest Period  applicable  thereto
as a result of a request by the Company  pursuant to Section 2.17,  then, in any
such event,  the Company  shall  compensate  each Lender for the loss,  cost and
expense  attributable to such event. In the case of a Eurodollar  Loan, the loss
to any  Lender  attributable  to any such  event  shall be deemed to  include an
amount  determined by such Lender to be equal to the excess,  if any, of (i) the
amount of  interest  that  such  Lender  would  pay for a  deposit  equal to the
principal  amount of such  Loan for the  period  from the date of such  payment,
conversion,  failure or assignment to the last day of the then current  Interest
Period  for such  Loan (or,  in the case of a  failure  to  borrow,  convert  or
continue, the duration of the Interest Period that would have resulted from such
borrowing,  conversion  or  continuation)  if the interest  rate payable on such
deposit were equal to the Adjusted LIBO Rate for such Interest Period, over (ii)
the amount of interest that such Lender would earn on such principal  amount for
such period if such Lender were to invest such principal  amount for such period
at the  interest  rate that would be bid by such Lender (or an affiliate of such
Lender) for dollar  deposits  from other banks in the  eurodollar  market at the
commencement  of such period.  A  certificate  of any Lender  setting  forth any
amount or amounts  that such  Lender is  entitled  to receive  pursuant  to this
Section  shall be  delivered  to the  Company  and  shall be  conclusive  absent
manifest error. The Company shall pay such Lender the amount shown as due on any
such certificate within 10 days after receipt thereof.

SECTION 2.15.  Taxes. (a) Any and all payments by or on account of any

21

obligation of the Company  hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the Company
shall be  required  to deduct  any  Indemnified  Taxes or Other  Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions  (including  deductions  applicable to additional
sums payable under this Section) the Administrative Agent or Lender (as the case
may be) receives an amount  equal to the sum it would have  received had no such
deductions  been made, (ii) the Company shall make such deductions and (iii) the
Company  shall  pay  the  full  amount  deducted  to the  relevant  Governmental
Authority in accordance with applicable law.

(b) In addition, the Company shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

(c) The Company  shall  indemnify  the  Administrative  Agent and each
Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified  Taxes or Other Taxes  (including  Indemnified  Taxes or Other Taxes
imposed or asserted on or  attributable  to amounts  payable under this Section)
paid by the  Administrative  Agent or such  Lender,  as the case may be, and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed  or  asserted  by  the  relevant  Governmental   Authority.   A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Company  by a Lender,  or by the  Administrative  Agent on its own  behalf or on
behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable  after any payment of Indemnified  Taxes or
Other  Taxes by the  Company to a  Governmental  Authority,  the  Company  shall
deliver  to the  Administrative  Agent the  original  or a  certified  copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return  reporting such payment or other evidence of such payment  reasonably
satisfactory to the Administrative Agent.

(e) Any  Foreign  Lender  that is  entitled  to an  exemption  from or
reduction  of  withholding  tax under the law of the  jurisdiction  in which the
Company is located,  or any treaty to which such  jurisdiction is a party,  with
respect to payments  under this  Agreement  shall,  upon request of the Company,
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the Company,  such
properly  completed and executed  documentation  prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.

SECTION  2.16.  Payments  Generally;  Pro Rata  Treatment;  Sharing of
Set-offs.  (a) The  Company  shall make each  payment  required to be made by it
hereunder  (whether of principal,  interest or fees, or under Section 2.13, 2.14
or 2.15, or otherwise) prior to 12:00 Noon, New York City time, on the date when
due in immediately available funds, without set-off or counterclaim. Any amounts
received   after  such  time  on  any  date  may,  in  the   discretion  of  the
Administrative  Agent,  be deemed to have been  received on the next  succeeding
Business Day for purposes of  calculating  interest  thereon.  All such payments
shall be made to the Administrative  Agent at its offices at One Chase Manhattan
Plaza,  8th Floor,  New York, New York 10081,  except that payments  pursuant to
Sections  2.13,  2.14,  2.15 and  9.03  shall be made  directly  to the  Persons
entitled thereto.  The  Administrative  Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate  recipient
promptly  following receipt thereof.  If any payment hereunder shall be due on a
day that is not a Business  Day,  the date for payment  shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

(b) If at any time insufficient funds are received by and available to
the  Administrative  Agent to pay fully all amounts of  principal,  interest and
fees then due hereunder,  such funds shall be applied (i) first, to pay interest
and fees then due  hereunder,  ratably  among the  parties  entitled  thereto in
accordance  with the amounts of interest and fees then due to such parties,  and
(ii) second,  to pay  principal  then due  hereunder,  ratably among the parties
entitled  thereto in accordance  with the amounts of principal  then due to such
parties.

(c) If any  Lender  shall,  by  exercising  any  right of  set-off  or
counterclaim  or  otherwise,  obtain  payment in respect of any  principal of or
interest  on any of its  Revolving  Loans  resulting  in such  Lender  receiving
payment of a greater  proportion of the aggregate  amount of its Revolving Loans
and accrued interest  thereon than the proportion  received by any other Lender,
then the Lender  receiving such greater  proportion  shall purchase (for cash at
face value) participations in the Revolving Loans of other Lenders to the extent
necessary  so that the  benefit  of all such  payments  shall be  shared  by the
Lenders  ratably in  accordance  with the  aggregate  amount of principal of and
accrued interest on their respective  Revolving Loans;  provided that (i) if any
such  participations  are purchased and all or any portion of the payment giving
rise  thereto is  recovered,  such  participations  shall be  rescinded  and the
purchase price restored to the extent of such recovery,  without  interest,  and
(ii) the  provisions  of this  paragraph  shall not be construed to apply to any
payment made by the Company pursuant to and in accordance with the express terms
of this Agreement or any payment obtained by a Lender as  consideration  for the
assignment of or sale of a participation  in any of its Loans to any assignee or
participant,  other than to the Company or any  Subsidiary or Affiliate  thereof
(as to which the provisions of this paragraph shall apply). The Company consents
to the  foregoing  and  agrees,  to the  extent it may  effectively  do so under
applicable  law,  that any Lender  acquiring  a  participation  pursuant  to the
foregoing  arrangements  may exercise  against the Company rights of set-off and

22

counterclaim with respect to such  participation as fully as if such Lender were
a direct creditor of the Company in the amount of such participation.

(d) Unless the  Administrative  Agent shall have received  notice from
the Company prior to the date on which any payment is due to the  Administrative
Agent for the account of the Lenders  hereunder  that the Company  will not make
such payment, the Administrative Agent may assume that the Company has made such
payment on such date in  accordance  herewith  and may,  in  reliance  upon such
assumption,  distribute  to the Lenders  the amount  due. In such event,  if the
Company has not in fact made such  payment,  then each of the Lenders  severally
agrees to repay to the  Administrative  Agent  forthwith on demand the amount so
distributed  to such  Lender  with  interest  thereon,  for  each  day  from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective Rate.

(e) If any Lender  shall fail to make any payment  required to be made
by it pursuant to Section 2.05(b) or 2.16(d), then the Administrative Agent may,
in its discretion  (notwithstanding  any contrary provision  hereof),  apply any
amounts thereafter received by the Administrative  Agent for the account of such
Lender to satisfy such Lender's  obligations  under such Sections until all such
unsatisfied obligations are fully paid.

SECTION 2.17. Mitigation  Obligations;  Replacement of Lenders. (a) If
any Lender  requests  compensation  under  Section  2.13,  or if the  Company is
required  to pay  any  additional  amount  to  any  Lender  or any  Governmental
Authority  for the  account of any Lender  pursuant to Section  2.15,  then such
Lender shall use reasonable  efforts to designate a different lending office for
funding or booking its Loans  hereunder or to assign its rights and  obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender,  such  designation or assignment  (i) would  eliminate or reduce
amounts  payable  pursuant to Section  2.13 or 2.15,  as the case may be, in the
future  and (ii)  would not  subject  such  Lender to any  unreimbursed  cost or
expense and would not otherwise be  disadvantageous  to such Lender. The Company
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

(b) If any Lender requests  compensation under Section 2.13, or if the
Company  is  required  to  pay  any  additional  amount  to  any  Lender  or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.15,
or if any Lender  defaults in its obligation to fund Loans  hereunder,  then the
Company may, at its sole expense and effort,  upon notice to such Lender and the
Administrative  Agent,  require  such  Lender to assign  and  delegate,  without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section 9.04),  all its interests,  rights and obligations  under this Agreement
(other than any  outstanding  Competitive  Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment);  provided that (i) the Company shall have received the
prior  written  consent of the  Administrative  Agent,  which  consent shall not
unreasonably  be withheld,  (ii) such Lender shall have  received  payment of an
amount equal to the outstanding  principal of its Loans (other than  Competitive
Loans), accrued interest thereon,  accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Company (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation
under  Section 2.13 or payments  required to be made  pursuant to Section  2.15,
such assignment will result in a reduction in such  compensation or payments.  A
Lender  shall not be required to make any such  assignment  and  delegation  if,
prior  thereto,  as a result  of a  waiver  by such  Lender  or  otherwise,  the
circumstances  entitling the Company to require such  assignment  and delegation
cease to apply.

ARTICLE III.

Representations and Warranties

The Company  represents and warrants to each of the Lenders as follows
(which  representations and warranties will be deemed made by the Company on the
date of each  Borrowing  by the Company  hereunder,  the date of  conversion  or
continuation of any Interest Period with respect to any Loan pursuant to Section
2.06 and each Interest Payment Date in respect of any ABR Loan); provided,  that
each  representation or warranty made by the Company in respect of Target or any
of its  Subsidiaries  on any date up to the  expiration  of the Clean-up  Period
shall be subject to qualification  that such  representation or warranty is true
and accurate insofar as the Company was aware as of the date of this Agreement:

SECTION 3.01. Corporate Existence and Power;  Compliance with Law. The
Company is a corporation  duly organized,  validly existing and in good standing
under  the  laws  of  its  jurisdiction  of  incorporation.  The  Company  is in
compliance with all laws,  regulations and orders of any Governmental  Authority
applicable  to it or its  property  and all  indentures,  agreements  and  other
instruments binding upon it or its property,  except where the failure to do so,
individually or in the aggregate, does not constitute a Material Adverse Effect.

SECTION  3.02.  Corporate  Authority.  The  execution,   delivery  and
performance  by the  Company of this  Agreement  and each Note  executed  by the
Company have been duly  authorized  by all  necessary  corporate  action and are
within the  Company's  corporate  power,  do not  require  the  approval  of the
shareholders of the Company, and will not violate any provision of law or of its
certificate  of  incorporation  or other  constitutive  document or by-laws,  or
result in the breach of or constitute a default or require any consent under, or
result in the creation of any lien,  charge or encumbrance  upon any property or
assets  of the  Company  pursuant  to,  any  indenture  or  other  agreement  or

23

instrument  to which  the  Company  is a party or by which  the  Company  or its
property may be bound or affected.  The execution,  delivery and  performance by
the  Company of this  Agreement  and each Note  executed  by the  Company do not
require any  license,  consent or  approval  of or advance  notice to or advance
filing with any governmental  agency or regulatory  authority or any other third
party,  or if required,  any such license,  consent or approval  shall have been
obtained and any such notice or filing shall have been made.

SECTION 3.03.  Enforceability.  This  Agreement is, and each Note when
delivered by the Company  hereunder  will be, duly executed and delivered by the
Company and does or will constitute the legal, valid and binding  obligations of
the Company  enforceable against the Company in accordance with their respective
terms except as  enforceability  may be limited by general  principles of equity
and bankruptcy, insolvency,  reorganization or similar laws affecting creditors'
rights generally and by moratorium laws from time to time in effect.

SECTION 3.04. Financial Condition.  The audited consolidated financial
statements of the Company for the fiscal year ended December 31, 1999,  reported
on by Ernst & Young, LLP, heretofore  furnished to the Lenders fairly present in
all material  respects the consolidated  financial  condition of the Company and
its  Consolidated  Subsidiaries  as at the date thereof and the results of their
operations for the period covered thereby.  The unaudited  interim  consolidated
financial statements of the Company for the quarterly period ended September 30,
2000,  heretofore  furnished  to the  Lenders  fairly  present  in all  material
respects  the   consolidated   financial   condition  of  the  Company  and  its
Consolidated  Subsidiaries  as at the  date  thereof  and the  results  of their
operations  for the period  covered  thereby  (subject to normal  year-end audit
adjustments).  Said financial  statements were prepared in accordance with GAAP.
Since December 31, 1999, there has been no Material Adverse Effect.

SECTION 3.05. Litigation. There are no suits or proceedings (including
proceedings by or before any arbitrator, government commission, board, bureau or
other  administrative  agency)  pending  or, to the  knowledge  of the  Company,
threatened  against  or  affecting  the  Company  or  any  of  its  Consolidated
Subsidiaries that constitute a Material Adverse Effect.

SECTION 3.06.  ERISA. The Company has fulfilled its obligations  under
the  minimum  funding  standards  of ERISA  and the Code  with  respect  to each
employee  benefit  plan  of the  Company  subject  to such  standards  and is in
compliance in all material respects with the applicable provisions of ERISA, and
has not incurred any  liability to the PBGC or any employee  benefit plan of the
Company  under Title IV of ERISA other than a liability to the PBGC for premiums
under Section 4007 of ERISA.

SECTION  3.07.  Environmental  Matters.  Each of the  Company  and its
Consolidated   Subsidiaries  has  obtained  all  permits,   licenses  and  other
authorizations  which are required under all Environmental Laws,  including laws
relating  to  emissions,   discharges,   releases  or  threatened   releases  of
pollutants,   contaminants,   chemicals,  or  industrial,   toxic  or  hazardous
substances  or  wastes  into the  environment  (including,  without  limitation,
ambient air, surface water,  ground water or land), or otherwise relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of  pollutants,  contaminants,  chemical,  or  industrial,
toxic or hazardous  substances or wastes,  except to the extent  failure to have
any such permit, license or authorization does not constitute a Material Adverse
Effect. The Company and its Consolidated Subsidiaries are in compliance with all
terms and conditions of all required permits,  licenses and authorizations,  and
are also in compliance  with all other  limitations,  restrictions,  conditions,
standards,  prohibitions,  requirements,  obligations, schedules and timetables,
contained in those laws or  contained  in any  regulation,  code,  plan,  order,
decree,  judgment,   injunction,   notice  or  demand  letter  issued,  entered,
promulgated or approved thereunder,  except to the extent failure to comply does
not constitute a Material Adverse Effect.

SECTION  3.08.  Federal  Regulations.  No part of the  proceeds of any
Loans  will be  used  for any  purpose  which  violates  the  provisions  of the
Regulations of the Board including,  without limitation,  Regulations T, U and X
of the Board as in effect from time to time.

SECTION  3.09.  Investment  and Holding  Company  Status.  Neither the
Company nor any of its Consolidated  Subsidiaries is (a) an "investment company"
as defined in, or subject to regulation  under,  the  Investment  Company Act of
1940 or (b) a "holding  company" as defined in, or subject to regulation  under,
the Public Utility Holding Company Act of 1935.

SECTION 3.10.  Scheduled Debt and Scheduled  Target Liens (a) Schedule
3.10(a)  sets  out  all of the  Debt  for  borrowed  money  of the  Consolidated
Subsidiaries  of  Company  (on a pro  forma  basis  after  giving  effect to the
Acquisition)  as of the date  hereof  which  the  Company,  having  made all due
inquiry is, at the date hereof, aware (the "Scheduled Debt").

(b) Schedule  3.10(b) sets out all of the Liens (other than  Permitted
Encumbrances)  (the "Scheduled Target Liens") of the Target and its Subsidiaries
securing the Scheduled  Debt  applicable to the Target and its  Subsidiaries  of
which the Company having made all due inquiry is, at the date hereof, aware.

ARTICLE IV.

Conditions

SECTION 4.01. A.  Conditions to Amended and Restated  Effective  Date.
The  obligations of the Lenders to make Revolving Loans to the Company shall not

24

become  effective  until the date on which each of the following  conditions are
satisfied or waived in accordance with Section 9.02:

(a) The  Syndication  Agent and the  Administrative  Agent  shall have
received at least one executed  counterpart  of this  Agreement,  together  with
arrangements  satisfactory to the Syndication Agent and the Administrative Agent
for additional executed  counterparts,  sufficient in number for distribution to
the Lenders and the Company together with all Exhibits thereto; and

(b) The  Syndication  Agent and the  Administrative  Agent  shall have
received,  on behalf of itself and the Lenders,  a favorable  written opinion of
each of (i) White & Case LLP,  special  United  States  counsel for the Company,
substantially  to the  effect  set  forth in  Exhibit  C-1 and (ii) the  General
Counsel for the Company to the effect set forth in Exhibit C-2.

SECTION 4.01. B.  Announcement  Date and Effectiveness of Commitments.
The  obligations of the Lenders to make Revolving Loans to the Company shall not
become  effective  until the date on which each of the  following  conditions is
satisfied or waived in  accordance  with  Section  9.02 (and the  Administrative
Agent's  written  confirmation  (which  confirmation  shall  be  given  promptly
following satisfaction of the final condition) that the following conditions are
satisfied  shall be  conclusive  evidence  thereof for  purposes of this Section
4.01):

(a) The  Syndication  Agent and the  Administrative  Agent  shall have
received all of the following, each of which shall be originals unless otherwise
specified, each properly executed by each party thereto, each dated no more than
four Business Days prior to the Announcement Date and each in form and substance
reasonably  satisfactory to the Syndication Agent and the  Administrative  Agent
and their legal counsel (unless otherwise provided,  or, in the case of the date
of any of the following,  unless the  Syndication  Agent and the  Administrative
Agent otherwise agrees or directs):

The Syndication Agent and the Administrative  Agent shall have
received (x) documents and certificates  relating to the  organization,
existence  and good standing of the Company;  (y) a certificate  of the
Secretary of the Company dated the Announcement Date and certifying (A)
that  attached  thereto is a true and complete  copy of the articles or
certificate of incorporation, the by-laws or memorandum and articles of
association and other organizational  documents of Company as in effect
on the  Announcement  Date  and at all  times  since  the  date  of the
resolutions described in clause (B) below, (B) that attached thereto is
a true and complete  copy of  resolutions  duly adopted by the board of
directors or a committee  of the board of directors of the Company,  as
applicable,  authorizing the execution, delivery and performance of the
Loan  Documents  to  which  such  person  is a  party  (including,  the
borrowings  hereunder),   and  that  such  resolutions  have  not  been
modified,  rescinded  or amended and are in full force and effect,  (C)
that the certificate or articles of  incorporation  of the Company have
not been amended since the date of the last amendment  thereto shown on
the  certificate  of good  standing  furnished  pursuant  to clause (x)
above,  and (D) as to the  incumbency  and  specimen  signature of each
officer  authorized,  to the extent applicable,  to act with respect to
the Loan Documents and each of the other documents related thereto; and
(z) a certificate of another  officer as to the incumbency and specimen
signature of the Secretary executing the certificate pursuant to clause
(y) above.

(b) The Syndication Agent and the Administrative  Agent's fees payable
and other  amounts  due and payable on or prior to the  Announcement  Date shall
have been paid.

(c) No material action,  suit,  proceeding or  investigation  shall be
pending against the Company; no law,  regulation,  judgment or court order shall
be applicable that constrains, prevents or imposes materially adverse conditions
upon the Offer or the making of the Loans;  and the Company  shall have received
all  governmental  and material third party approvals and consents  necessary in
connection with the Transactions (other than the Outstanding  Approvals) and all
such approvals and consents shall be in full force and effect.

(d)  As  of  the  Announcement  Date,  since  December  31,  1999,  no
circumstance or event shall have occurred and be continuing  that  constitutes a
Material Adverse Effect.

(e) The reasonable costs and expenses of the Syndication Agent and the
Administrative  Agent in connection  with the  preparation of the Loan Documents
payable  pursuant to Section  9.03 and for which  invoices  have been  presented
shall have been paid.

(f) The  representations  and  warranties of the Company  contained in
Article  III  shall be true  and  correct  in all  material  respects  as of the
Announcement Date.

(g) The  Syndication  Agent and the  Administrative  Agent  shall have
received  copies,  certified as being true and complete  copies by an authorized
officer of the Company,  of the Press Release (in  sufficient  quantity for each
Lender).

(h) The  Syndication  Agent and the  Administrative  Agent  shall have
received  evidence that the resolutions of the board of directors of the Company
and Target necessary to launch the Offer have been obtained.

25

(i)  There  shall not exist any  Default  or Event of  Default  on the
Announcement Date.

(j) The  Syndication  Agent and the  Administrative  Agent  shall have
received,  in each case satisfactory to the Required Lenders and the Syndication
Agent and the Administrative  Agent, (i) historical audited financial statements
of the Company and the Target,  (ii) unaudited  interim  consolidated  financial
statements  of the Company for the fiscal  quarter  period ended  September  30,
2000,  (iii) summary  financial  information  of the Target for the  semi-annual
period ended June 30, 2000,  (iv) pro forma  consolidated  balance  sheet of the
Company  after giving effect to the  Acquisition,  (v) 2000  projected  year end
financial statements (after giving effect to the Acquisition) and (vi) four-year
projections  of the  Company and its  Subsidiaries  after  giving  effect to the
Acquisition.

(k) The  Syndication  Agent and the  Administrative  Agent  shall have
received,  and the  Syndication  Agent  and  the  Administrative  Agent  and the
Required  Lenders  shall be satisfied  with such  financial,  business and other
information   regarding  the  Target  and  its  Subsidiaries   relating  to  the
Transactions  as  it  shall  have  reasonably  requested,   including,   without
limitation,  all  matters  related  to  insurance,  ERISA,  labor,  intellectual
property,  taxes and  environmental  liabilities  relating to the Target and its
Subsidiaries.

(l) The  Syndication  Agent and the  Administrative  Agent  shall have
received evidence, satisfactory to it and the Required Lenders, that any actions
of the  shareholders  of the Company  required to implement  the Offer have been
taken or confirmation from the Company that no such action is required.

Notwithstanding any of the foregoing to the contrary,  the Syndication Agent and
the  Administrative  Agent acknowledge and agree that as of November 6, 2000 the
Company has satisfied all of the conditions precedent set forth above in Section
4.01.B.

SECTION 4.02. Conditions to Closing. The obligations of the Lenders to
make  the  initial  Revolving  Loans  on the  Closing  Date  is  subject  to the
Announcement  Date  having  occurred,  and  the  satisfaction  of the  following
conditions  precedent  (unless the Required Lenders shall agree otherwise) on or
before  the date  which is the last day of the  Certain  Funds  Period  (and the
Administrative  Agent's written  confirmation (which confirmation shall be given
promptly  upon  satisfaction  of the  relevant  conditions)  that the  following
conditions  are  satisfied  shall be  conclusive  evidence  for purposes of this
Section 4.02:

(a) The  Syndication  Agent and the  Administrative  Agent  shall have
received a copy,  certified as being a true and complete  copy by an  authorized
officer of the Company,  of the Offer Document reflecting the terms of the Press
Release in all material respects.

(b) The  Syndication  Agent and the  Administrative  Agent  shall have
received  evidence that the Offer has been declared or become  unconditional  in
all respects  together with an officer's  certificate  that, except as otherwise
provided in clause (f) below,  no material  term or  condition  of the Offer has
been waived except to the extent approved by Required Lenders.

(c) The  Syndication  Agent and the  Administrative  Agent  shall have
received  evidence  from the  administrative  agent  under the  Existing  Credit
Agreement that all loans  outstanding  under the Existing Credit Agreement shall
have been repaid, all commitments  thereunder shall have been terminated and the
Existing  Credit  Agreement  itself shall have been cancelled by delivery to the
administrative  agent under the Existing Credit Facility of a termination notice
in  a  form  and  substance  satisfactory  to  the  Syndication  Agent  and  the
Administrative Agent at least three Business Days prior to the Closing Date.

(d) All fees and other  amounts due and  payable by the Company  under
the Loan  Documents  prior to the Closing  Date  (including  pursuant to any fee
letter signed by Company and including all expenses in respect of which invoices
have been presented) shall have been paid in full.

(e) To the  extent  requested  at least 3  Business  Days prior to the
Closing Date, notes in the form of Exhibit B executed by the Company in favor of
any  requesting  Lender with  respect to  Revolving  Loans,  each in a principal
amount equal to that Lender's Commitment.

(f) The  condition in paragraph (g) of Appendix 1 to the Press Release
and the  conditions to the Offer  relating to the  obtaining of all  Outstanding
Approvals necessary in connection with the Offer shall have been satisfied,  and
the  Company  shall not have  waived any such  condition  (or  treated  any such
condition  as  satisfied),  or  agree  to  any  arrangement  with  the  relevant
regulatory authorities in order to satisfy any such conditions,  unless, in each
case, the Syndication Agent and the Administrative  Agent shall have received an
officer's  certificate from the Company  confirming that such treatment will not
have a Material Adverse Effect.

SECTION 4.03.  Conditions to Offer Borrowings.  The obligation of each
Lender to make any Revolving Loan  consisting of any Offer  Borrowing is subject
to (i) the  Announcement  Date and the Closing  Date having  occurred (or having
occurred  simultaneously  therewith),  (ii) the Certain  Funds Period not having
ended and to (iii) the following  conditions  precedent,  each of which shall be
satisfied  prior to the  making  of any Offer  Borrowing  (unless  the  Required
Lenders shall agree otherwise):

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(a) Prior to or contemporaneously  with such Offer Borrowing,  Company
shall have  received  acceptances  for or  acquired  and/or  agreed to  acquire,
whether  pursuant to the Offer or  otherwise,  Shares  carrying in  aggregate at
least 75% of each class of the voting shares of Target.

(b) No Default or Event of Default  pursuant to subsections  (a), (b),
(d)(i), (g) or (h) of Article VII in respect of the Company and its Subsidiaries
(but not Target and its Subsidiaries) or (in so far as it relates to a breach of
any of Sections  3.02,  3.03,  3.08 or 3.09)  subsection  (c) of Article VII, in
respect  of  the  Company  and  its   Subsidiaries   (but  not  Target  and  its
Subsidiaries) shall have occurred and be continuing.

(c) The  Company  shall not have  varied  any other  material  term or
condition of the offer for the Shares as set forth in the  Announcement,  except
as otherwise provided in Section 4.02(f) or approved by the Required Lenders.

SECTION 4.04.  Conditions to All Other  Borrowings.  The obligation of
each Lender to make a Loan to the Company on the occasion of any Other Borrowing
is subject to the Announcement  Date and the Closing Date having occurred and to
the satisfaction of the following conditions:

(a) The  representations  and  warranties  of the Company set forth in
this  Agreement  shall  be  true  and  correct  on and as of the  date  of  such
Borrowing.

(b) At the  time  of and  immediately  after  giving  effect  to  such
Borrowing, no Default shall have occurred and be continuing.

During the Certain Funds Period the aggregate  amount of Other  Borrowings shall
not exceed the  difference  between the  aggregate  Commitments  and the Certain
Funds Committed Amount.

Each Borrowing by the Company shall be deemed to constitute a representation and
warranty  by the  Company on the date  thereof as to the  matters  specified  in
paragraphs (a) and (b) of this Section.

ARTICLE V

Affirmative Covenants

Until  the  Commitments  have  expired  or  been  terminated  and  the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Company covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information.  The Company
will furnish to each Lender:

(a) as soon as  available  and in any event  within 100 days after the
end of each of its  fiscal  years,  a copy of the  Company's  Form 10-K for such
fiscal year filed with the  Securities  and  Exchange  Commission  containing  a
consolidated  balance  sheet as at the close of such fiscal year,  statements of
consolidated  income and retained  earnings and a statement of consolidated cash
flows for such year, setting forth in comparative form the corresponding figures
for the  preceding  fiscal year and  certified  by Ernst & Young,  LLP, or other
independent public  accountants  selected by the Company and satisfactory to the
Lenders  (and,  in the event any such  financial  statements  shall no longer be
required  to  be  included  in  the  Company's  Form  10-K,  the  Company  shall
nevertheless furnish such financial statements);

(b) as soon as available and in any event within 60 days after the end
of each of the first three  quarters of each of its fiscal years,  a copy of the
Company's Form 10-Q for each such quarter filed with the Securities and Exchange
Commission  containing  a  consolidated  balance  sheet  as at the  end of  such
quarter, a statement of consolidated income and a statement of consolidated cash
flows for such period,  prepared on a basis  consistent  with the  corresponding
period of the  preceding  fiscal year,  except as  disclosed  in said  financial
statements or otherwise disclosed to the Lenders in writing,  and certified by a
Financial  Officer  of the  Company,  subject  however,  to  year-end  and audit
adjustments (and, in the event such financial statements of the Company shall no
longer be required to be included in Form 10-Q,  the Company shall  nevertheless
furnish such financial statements);

(c) within 120 days after the end of each fiscal year of the  Company,
a certificate of the independent public accountants referred to in paragraph (a)
above as to whether,  course of their  examination  of the  Company's  financial
statements,  they obtained any knowledge of any Default, insofar as such Default
involves accounting matters;

(d) within 120 days after the end of each  fiscal  year of the Company
and within 60 days  after the end of each of the first  three  quarters  of each
fiscal year of the Company,  a statement,  signed by a Financial  Officer of the
Company,  setting forth the computations of the Company Capitalization Ratio and
the  Company  Subsidiary  Debt Ratio as of the end of each such  fiscal year and
each such quarter;

(e) promptly after the sending or filing thereof,  copies of all proxy
statements,  financial  statements  and regular or special  reports  (other than
reports  on Form  10-K  and  Form  10-Q but  including  those  on Form  8-K) and
registration statements under the Securities Act of 1933, as amended (other than
those  on  Form  S-8 or any  successor  form  relating  to the  registration  of
securities  offered  pursuant to any  employee  benefit  plan) which the Company
sends to its  stockholders or files with the Securities and Exchange  Commission

27

(or any successor governmental authority);

(f) as soon as  available  and in any event  within 120 days after the
end of each fiscal year of the Company,  a  consolidating  balance  sheet of the
Company and its  Consolidated  Subsidiaries  as at the close of such fiscal year
and consolidating  statements of income and retained earnings of the Company and
its Consolidated Subsidiaries for such year; and

(g) from time to time such further information regarding the business,
affairs and  financial  condition  of the Company  and its  Subsidiaries  as the
Lenders shall reasonably request.

SECTION 5.02.  Notices of Material Events. The Company will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the Company
or any Affiliate thereof that constitutes a Material Adverse Effect; and

(c) any other development that constitutes a Material Adverse Effect.

Each notice  delivered under this Section shall be accompanied by a statement of
a Financial  Officer or other executive officer of the Company setting forth the
details of the event or  development  requiring such notice and any action taken
or proposed to be taken with respect thereto.

SECTION 5.03.  Existence;  Conduct of Business.  The Company will, and
will cause each of its Consolidated  Subsidiaries to, do or cause to be done all
things necessary to preserve,  renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises necessary
to the conduct of its business,  except,  in the case of the legal  existence of
any such Consolidated Subsidiary or any such right, license,  permit,  privilege
or franchise, where the failure to so preserve, renew and keep in full force and
effect  does  not  constitute  a  Material  Adverse  Effect;  provided  that the
foregoing  shall  not  prohibit  any  merger,   consolidation,   liquidation  or
dissolution permitted under Section 6.03.

SECTION 5.04.  Compliance with  Contractual  Obligations.  The Company
will, and will cause each of its  Consolidated  Subsidiaries  to comply with all
its  Contractual  Obligations  except  to the  extent  that  failure  to  comply
therewith does not, in the aggregate, constitute a Material Adverse Effect.

SECTION 5.05. Insurance.  The Company will, and will cause each of its
Consolidated Subsidiaries to, maintain in full force and effect such policies of
insurance  in such  amounts  issued by  insurers  of  recognized  responsibility
covering  the  properties  and  operations  of the Company and its  Consolidated
Subsidiaries as is customarily maintained by corporations engaged in the same or
similar  business in the  localities  where the  properties  and  operations are
located, including but not limited to insurance in connection with the disposal,
handling,   storage,   transportation  or  generation  of  hazardous  materials;
provided,  however,  that  nothing  shall  prevent  the  Company  or  any of its
Consolidated  Subsidiaries  from  effecting  workers'  compensation  or  similar
insurance in respect of operations in any state or other jurisdiction through an
insurance  fund  operated by such state or  jurisdiction  or from  maintaining a
system or systems of  self-insurance  covering its  properties  or operations as
provided above to the extent that such self-insurance is customarily effected by
corporations engaged in the same or similar businesses similarly situated and is
otherwise prudent in the circumstances.

SECTION 5.06.  Compliance  with Laws. The Company will, and will cause
each  of  its  Consolidated  Subsidiaries  to,  comply  with  all  laws,  rules,
regulations  and orders of any  Governmental  Authority  applicable to it or its
property,  except where the failure to do so,  individually or in the aggregate,
does not constitute a Material Adverse Effect.

SECTION  5.07.  Use of  Proceeds.  The  proceeds  of the Loans will be
applied by the Company: 

(a) to repay amounts  outstanding  under the Existing Credit Agreement
and to  refinance  amounts  outstanding  from time to time  under the  Company's
commercial paper program;

(b) for financing of the Offer and the purchase of the Shares pursuant
to the Compulsory Acquisition;

(c) to  meet  part  of  the  working  capital  and  general  corporate
requirements of the Company and its Subsidiaries; and

(d) to pay fees, expenses and transaction costs in connection with the
Acquisition.

No  part  of the  proceeds  of any  Loan  will  be  used,  whether  directly  or
indirectly,  for any purpose that entails a violation of any of the  Regulations
of the Board,  including  Regulations  T, U and X of the Board as in effect from
time to time.

SECTION 5.08. Offer. 

(a) Promptly  upon the  occurrence  of any lapse or  withdrawal of the
Offer or the end of the Certain  Funds  Period or the date the Offer is declared

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unconditional  as to  acceptances or wholly  unconditional  or finally closed in
accordance   with  the  City  Code,   the  Company   will  give  notice  to  the
Administrative Agent (who shall notify the Lenders) that the same has occurred.

(b) Promptly upon  satisfaction of the condition  specified in Section
429 (1) or (2) of  Companies  Act for  giving a notice  under  that  Section  in
respect of any Shares and the Offer becoming or being declared  unconditional in
all respects,  the Company shall (a) implement the procedures set out in Section
429 et seq. of the Companies Act to acquire any  outstanding  Shares and (b) use
all commercially  reasonable  endeavors to acquire 100 per cent of the Shares as
promptly as practicable.

(c) The Company  covenants  and agrees that without the prior  written
agreement of the Syndication Agent and the Administrative Agent the Company will
not (i) issue or cause to be  issued  (or  permit  any  other  Affiliate  of the
Company  to issue) any press  release or other  written  public  statement,  the
relevant  portion of the text of which has not been  previously  approved by the
Syndication Agent and the Administrative Agent (which such approval shall not be
unreasonably withheld or delayed), which makes reference to this Agreement or to
some or all of the  Lenders  in  relation  to this  Agreement  unless the public
statement is required by applicable  law, the City Code or any stock exchange or
is in connection  with any judicial  proceeding  concerning  this  Agreement (in
which case the Company shall notify the Syndication Agent and the Administrative
Agent and the Lenders as soon as practicable upon becoming aware that the public
statement is required)  (provided that the Syndication Agent, the Administrative
Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary
of the  principal  terms  of this  Agreement  will  be  disclosed  in the  Offer
Document,  and (Y) this Agreement will be available for public  inspection while
the Offer  remains open for  acceptance)  or (ii) take or permit to be taken any
step as a result of which the cash  portion  of the  offer  price  stated in the
Offer Document is, or may be required to be,  increased  beyond the level agreed
between the Company,  the Syndication  Agent and the  Administrative  Agent from
time to time.

(d) The Company covenants and agrees that, in respect of the Offer, it
will comply with the City Code (subject to any applicable waivers by the Panel),
the Financial Services Act 1986, the Companies Act and all other applicable laws
relevant to the Offer in all material respects.

(e) Unless to do so would be a breach of any other  provision  of this
Section  5.08,  the Company  covenants and agrees that it will from time to time
keep the  Syndication  Agent and the  Administrative  Agent  informed  as to the
status and progress of the Offer and, in particular, will from time to time upon
request give to the Syndication  Agent and the  Administrative  Agent reasonable
details  as to the  current  level of  acceptances  of the Offer and such  other
matters  relevant to the Offer as the Syndication  Agent and the  Administrative
Agent may reasonably request.

(f) The Company  covenants and agrees, in any event, to give notice to
lapse the Offer in the event that 120 days after Announcement Date the Offer has
not been declared wholly  unconditional  as to acceptances,  unless the Required
Lenders agree in their absolute discretion to extend such period.

(g) The  Company  covenants  and  agrees to procure  that,  as soon as
legally and practically possible after the date the Offer becomes or is declared
unconditional in all respects the Target shall be removed from the Official List
of the London Stock Exchange Limited and re-registered as a private company.

SECTION  5.09.  Financial  Assistance.  The Company shall use its best
efforts  after the  consummation  of the  Acquisition  to cause  Target  and its
Subsidiaries to comply with Section 151 et seq. of the Companies Act,  including
by following  the  Whitewash  Procedure in order to  facilitate  the transfer of
available cash from Target and its Subsidiaries to the Company.

ARTICLE VI.

Negative Covenants

The  Company  covenants  and agrees  with the  Lenders  that until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder by the Company have been paid in full:

SECTION  6.01.  Financial  Covenant.  The Company shall not permit the
Company Capitalization Ratio to exceed 62.5%.

SECTION 6.02.  Liens. The Company will not, and will not permit any of
its Consolidated  Subsidiaries to, create,  incur, assume or permit to exist any
Lien on any property or asset now owned or  hereafter  acquired by it, or assign
or sell any income or  revenues  (including  accounts  receivable)  or rights in
respect of any thereof, except:

(a) Permitted Encumbrances;

(b) any Lien on any  property  or asset of the  Company  or any of its
Consolidated  Subsidiaries existing on the date hereof and set forth in Schedule
6.02; provided that (i) such Lien shall not apply to any other property or asset
of the Company or any of its Consolidated  Subsidiaries and (ii) such Lien shall
secure  only  those  obligations  which  it  secures  on  the  date  hereof  and
extensions,   renewals  and  replacements  thereof  that  do  not  increase  the
outstanding principal amount thereof;

(c)  any  Lien  existing  on  any  property  or  asset  prior  to  the

29

acquisition  thereof by the Company or any of its  Consolidated  Subsidiaries or
existing  on any  property or asset of any Person  that  becomes a  Consolidated
Subsidiary  after  the date  hereof  prior to the time  such  Person  becomes  a
Consolidated  Subsidiary;  provided  that  (i)  such  Lien  is  not  created  in
contemplation  of or in connection with such acquisition or such Person becoming
a Consolidated Subsidiary,  (ii) such Lien shall not apply to any other property
or assets of the Company or any of its Consolidated  Subsidiaries and (iii) such
Lien shall  secure only those  obligations  which it secures on the date of such
acquisition  or the date such  Person  becomes a  Consolidated  Subsidiary,  and
extensions,   renewals  and  replacements  thereof  that  do  not  increase  the
outstanding principal amount thereof;

(d)  Liens  securing  or  consisting  of Debt of the  Company  and its
Consolidated  Subsidiaries  incurred  to  finance  the  acquisition  of fixed or
capital  assets;  provided  that (i) such Liens  shall be created  substantially
simultaneously with such acquisition,  (ii) such Liens securing such Debt do not
at any time encumber any property other than the property  financed by such Debt
and (iii) the principal amount of Debt secured by any such Lien shall at no time
exceed  100% of the  original  purchase  price of such  assets (in the case of a
purchase)  or fair value of such  property at the time it was  acquired  (in all
other cases);

(e)  Liens  to  secure  Debt  of  the  Company  and  its  Consolidated
Subsidiaries  not  otherwise  permitted by this Section 6.02, to the extent that
the aggregate Debt secured thereby does not exceed 15% of the  Consolidated  Net
Tangible Assets of the Company and its Consolidated Subsidiaries;

(f) Liens on  assets of any  Consolidated  Subsidiary  of the  Company
securing  indebtedness owed to the Company or any other Consolidated  Subsidiary
of the Company.

SECTION  6.03.   Fundamental   Changes.   (a)  The  Company  will  not
consolidate  with or merge into any other Person,  or permit any Person to merge
or  consolidate  into  it,  or make  any  sale or  other  disposition  of all or
substantially  all of its assets to, or acquire  substantially all of the assets
of, any other Person, or liquidate or dissolve unless:

(i) the survivor of any such merger or  consolidation or the purchaser
or acquiror of such assets shall be a  corporation  incorporated  under the
laws of one of the States of the United States and not more than 25% of the
voting stock  (assuming the  conversion of all  convertible  securities and
exercise  of all  options,  rights or  warrants)  of such  survivor or such
purchaser   shall  be  owned  by  such  other  Person  or  its  owners  and
shareholders;

(ii)  such  survivor  or such  purchaser  (if not the  Company)  shall
expressly  assume the  obligations  of the  Company  under  this  Agreement
pursuant  to  documentation  in  form  and  substance  satisfactory  to the
Administrative Agent; and

(iii) at the time thereof and immediately  after giving effect thereto
no Default shall have occurred and be continuing and the Company shall have
furnished the  Administrative  Agent with  evidence of compliance  with the
provisions of this Section 6.03.

(b) The Company will not, and will not permit any of its  Consolidated
Subsidiaries  to,  engage to any  material  extent in any  business  other  than
energy-related businesses.

SECTION 6.04. Restrictive  Agreements.  The Company will not, and will
not permit any of its  Consolidated  Subsidiaries  to,  directly or  indirectly,
enter into,  incur or permit to exist any  agreement or other  arrangement  that
prohibits,   restricts  or  imposes  any  condition  upon  the  ability  of  any
Significant  Subsidiary to pay dividends or other  distributions with respect to
any shares of its  capital  stock or to make or repay  loans or  advances to the
Company.

SECTION  6.05.  Future  Subsidiary  Guaranties.  The Company  will not
permit any  Subsidiary  to Guaranty  any other Debt of the  Company  unless such
Subsidiary  simultaneously executes a guaranty agreement in a form and substance
reasonably  satisfactory  to the  Administrative  Agent for the  Guaranty of the
payment of the obligations hereunder;  provided, however, that the Company shall
not be obligated to provide any such  Guaranty if the provision of such Guaranty
would result in an adverse Tax consequence to the Company or its Subsidiaries.

SECTION 6.06.  Company  Subsidiary  Debt Ratio.  The Company shall not
permit the Company Subsidiary Debt Ratio to exceed 3.50%.

SECTION 6.07.  Existing Credit  Agreement.  During the period from the
Announcement  Date through the Closing  Date,  the Company  shall not borrow any
amount  either  individually  or in the  aggregate  under  the  Existing  Credit
Agreement  that exceeds the the  difference  between the  aggregate  Commitments
hereunder plus the aggregate  commitments  under the Facility B Credit Agreement
less, an amount equal to the sum of (i) the Certain Funds  Committed  Amount and
(ii) the Facility B Certain Funds Committed Amount.

ARTICLE VII.

Events of Default

If any of the following events ("Events of Default") shall occur:

30

(a) the  Company  shall be in default in the  payment  when due of any
principal of any Loan on the maturity date thereof;

(b) the Company  shall be in default for five days in the payment when
due of any interest on any Loan or any other amount (other than  principal)  due
hereunder;

(c) any  representation or warranty made or deemed made by the Company
in Article III or in any certificate of the Company furnished to the Syndication
Agent and the  Administrative  Agent or any Lender hereunder shall prove to have
been  incorrect,  when made or deemed made, in any material  respect;  provided,
however,  that no such  representation or warranty  contained in Section 3.04 or
3.05 shall be deemed to have been  incorrect  when made by the Company by reason
of any facts or circumstances  disclosed in any financial  statements or reports
furnished  under Section 5.01 and received by the Lenders not later than 45 days
prior to, or otherwise specifically disclosed in writing to the Lenders at least
15 days prior to, the date such representation and warranty is made or deemed to
be made in connection  with the entering into of this Agreement or in connection
with the making of a Loan to the  Company or the  occasion of any  Borrowing  as
contemplated in Section 4.02;

(d) the  Company  shall be in  default in the  performance  of (i) the
covenants  contained in Sections  5.07,  5.08,  6.02,  6.03,  6.04,  6.05,  6.06
(except,  during the Certain  Funds  Period,  to the extent that such default of
Section  6.06 is a result of Debt of Target and its  Subsidiaries)  and 6.07 for
five consecutive days after such default shall have become known to the Company,
(ii) the covenant  contained in Sections  6.01 for five  consecutive  days after
such  default  shall  have  become  known to the  Company,  or (iii)  any  other
covenant,  condition or agreement contained in this Agreement for 30 consecutive
days after such default shall have become known to the Company;

(e)  any  obligation  of  the  Company  in  respect  of  any  Material
Indebtedness now or hereafter  outstanding shall become due by its terms whether
by acceleration or otherwise and shall not be paid,  extended or refunded or any
default or event of default  shall occur in respect of any such  obligation  and
shall  continue  for a  period  of  time  sufficient  to  cause  or  permit  the
acceleration  of maturity  thereof,  or the  Company  shall fail to pay any Swap
Payment  Obligation of the Company in excess of $10,000,000 when due and payable
(whether by  acceleration  or otherwise),  unless the Company is contesting such
Swap Payment  Obligation in good faith by  appropriate  proceedings  and has set
aside appropriate  reserves  relating thereto in accordance with GAAP;  provided
that  in  the  case  of  any  guaranties,   endorsements  and  other  contingent
obligations  in respect of any such  obligation  for borrowed money of an entity
other than the Company (all of the foregoing being herein called  "Accommodation
Guaranty Indebtedness"), a default with respect to any evidence of Accommodation
Guaranty Indebtedness of the Company or under any agreement under which any such
evidence  of  Accommodation  Guaranty  Indebtedness  may  be  outstanding  shall
constitute an Event of Default hereunder only if there shall have been a default
in the  performance  by the  Company  of its  obligations  with  respect to such
Accommodation  Guaranty  Indebtedness  and such default shall  continue for more
than 30 days  after a  holder  or  beneficiary  of such  Accommodation  Guaranty
Indebtedness shall have demanded the performance of such obligation;

(f) final  judgment for the payment of money in excess of  $10,000,000
shall be rendered against the Company and the same shall remain undischarged for
a period  of 60 days  during  which  the  judgment  shall  not be on  appeal  or
execution thereof shall not be effectively stayed;

(g)  Company  or any of its  Significant  Subsidiaries  (or  prior  to
completion of the Acquisition,  the Target or any Significant  Subsidiary of the
Target)  shall  (i) apply  for or  consent  to the  appointment  of a  receiver,
trustee,  administrator  or liquidator of itself or of all or a substantial part
of its assets,  (ii) be unable, or admit in writing its inability or failure, to
pay its debts  generally,  (iii) make a general  assignment  for the  benefit of
creditors,  (iv) be adjudicated a bankrupt or insolvent,  (v) commence any case,
proceeding  or other  action  under any  existing  or  future  law  relating  to
bankruptcy,  insolvency,  reorganization or relief of debtors seeking to have an
order for relief  entered  with  respect to it, or  seeking to  adjudicate  it a
bankrupt  or  insolvent,  or seeking  reorganization,  arrangement,  adjustment,
winding up, liquidation,  dissolution,  composition or other relief with respect
to it or its debts or an arrangement  with creditors or taking  advantage of any
insolvency  law or  proceeding  for the  relief  of  debtors,  or file an answer
admitting  the  material  allegations  of a  petition  filed  against  it in any
bankruptcy,  reorganization  or insolvency  proceeding,  or (vi) take  corporate
action for the purpose of effecting any of the foregoing;

(h) any case,  proceeding  or other action shall be  instituted in any
court of  competent  jurisdiction,  against  Company  or any of its  Significant
Subsidiaries  (or  prior to  completion  of the  Acquisition  the  Target or any
Significant Subsidiary of the Target), seeking in respect of such Company or any
of its Significant  Subsidiaries  (or prior to completion of the Acquisition the
Target or any Significant  Subsidiary of the Target) adjudication in bankruptcy,
reorganization,   dissolution,   winding  up,  liquidation,   administration,  a
composition  or  arrangement  with  creditors,  a  readjustment  of  debts,  the
appointment  of a trustee,  receiver,  administrator,  liquidator or the like of
such Company or any of its Significant  Subsidiaries  (or prior to completion of
the Acquisition  the Target or any  Significant  Subsidiary of the Target) or of
all or any  substantial  part of its assets,  or other like relief in respect of
such Company or any of its Significant  Subsidiaries  (or prior to completion of
the Acquisition  the Target or any  Significant  Subsidiary of the Target) under
any  bankruptcy  or  insolvency  law and such case,  proceeding  or other action
results  in an  entry  of an  order  for  relief  or any  such  adjudication  or

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appointment  or if such case,  proceeding or other action is being  contested by
such Company or any of its Significant  Subsidiaries  (or prior to completion of
the Acquisition the Target or any Significant  Subsidiary of the Target) in good
faith, the same shall continue  undismissed,  or unstayed and in effect, for any
period of 60 consecutive days; or

(i) at any time  subsequent  to  December  31,  1999 and  prior to the
Maturity Date, Continuing Directors shall fail to constitute at least a majority
of the Board of Directors of the Company;  for the foregoing  purpose,  the term
"Continuing  Directors" means those persons who were directors of the Company on
December 31, 1999 and any person whose  election or nomination for election as a
director of the Company at any time subsequent  thereto was approved by at least
a majority of the persons who were then Continuing Directors;

then,  and in every such event  (other than an event  described in clause (g) or
(h) of this Article),  and at any time thereafter during the continuance of such
event, the  Administrative  Agent shall, at the request of the Required Lenders,
by notice to the Company,  take either or both of the following actions,  at the
same or different  times:  (i)  terminate  the  Commitments,  and  thereupon the
Commitments  shall  terminate  immediately,  and (ii)  declare  the  Loans  then
outstanding  to be due and  payable  in  whole  (or in part,  in which  case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and  payable,  together  with  accrued  interest  thereon and all fees and other
obligations  of any of the  Company  accrued  hereunder,  shall  become  due and
payable immediately, without presentment, demand, protest or other notice of any
kind,  all of which are hereby  waived by the Company;  and in case of any event
with respect to the Company described in clause (g) or (h) of this Article,  the
Commitments  shall  automatically  terminate and the principal of the Loans then
outstanding,  together  with  accrued  interest  thereon  and all fees and other
obligations of the Company accrued hereunder, shall automatically become due and
payable,  without presentment,  demand, protest or other notice of any kind, all
of which are hereby waived by the Company;  provided,  that  notwithstanding any
other  provision of the Loan  Documents,  during the Certain Funds  Period,  the
Administrative  Agent and the Lenders (or any of them or any other  party) shall
not be entitled to (i) terminate or reduce the Commitments  below the sum of the
Certain  Funds  Committed  Amount,  (ii) rescind this  Agreement or exercise any
right of set off or counterclaim  in respect of Offer  Borrowings only nor (iii)
declare the Loans due and  payable (or due and payable on demand) or  accelerate
any principal amounts outstanding hereunder howsoever described,  in whole or in
part  arising  on the basis of an Event of  Default  unless an Event of  Default
described in subsection (a), (b),  (d)(i),  (g) or (h) in respect of the Company
or (in so far as it relates to a breach of any of Sections 3.02,  3.03,  3.08 or
3.09)  subsection  (c) in respect of the  Company  shall  have  occurred  and be
continuing.

Notwithstanding  anything to the contrary in the preceding  paragraph,
during the Clean-up Period,  neither the Administrative Agent nor any Lender may
(i) terminate or reduce the Commitments, (ii) rescind this Agreement or exercise
any right of set off or counterclaim in respect of Borrowings hereunder or (iii)
declare  the Loans to be due and  payable  (or due and  payable  on  demand)  or
accelerate any principal amounts outstanding hereunder,  howsoever described, as
a result  solely of one or more  Defaults  or Events of  Defaults  described  in
paragraphs  (c),  (d) or (e) of this  Article  VII;  provided  that the event or
circumstance  giving  rise to such  Default or Event of  Default,  (i)  directly
relates to Target or any of its Subsidiaries (or any of their businesses, assets
or liabilities),  (ii) is capable of being cured or remedied during the Clean-up
Period and (iii) arose prior to the Closing Date;  provided,  further,  that the
Administrative  Agent and the Lenders  shall be entitled to exercise any and all
rights and remedies  granted to them hereunder and under the Loan Documents with
respect to an occurrence or continuation of any such Default or Event of Default
after the expiration of the Clean-up Period. It is understood and agreed that no
Event of Default  will be deemed to have  occurred  by reason of (i) a breach of
Section  6.01 or  6.02(e)  resulting  solely  from a change  in GAAP  after  the
Effective  Date or (ii) a  breach  of any of the  provisions  of this  Agreement
resulting solely from a change in the reporting requirements of the SEC.

It is understood  and agreed that, as soon as the Certain Funds Period
ends, all the rights,  remedies and entitlements of the Administrative Agent and
the Lenders  shall be  available  even though  they have not been  exercised  or
available during the Certain Funds Period.

ARTICLE VIII.

The Administrative Agent

Each of the Lenders  hereby  irrevocably  appoints the  Administrative
Agent as its agent and authorizes the Administrative  Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the  terms  hereof,  together  with  such  actions  and  powers  as are
reasonably incidental thereto.

The bank serving as the Administrative  Agent hereunder shall have the
same rights and powers in its  capacity as a Lender as any other  Lender and may
exercise the same as though it were not the Administrative  Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally  engage
in any kind of business with the Company or any of its  Subsidiaries  thereof or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

The  Administrative  Agent  shall not have any  duties or  obligations
except those expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or

32

other  implied  duties,  regardless  of whether a Default  has  occurred  and is
continuing,  (b) the  Administrative  Agent  shall not have any duty to take any
discretionary action or exercise any discretionary  powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required  to  exercise  in writing by the  Required  Lenders,  and (c) except as
expressly set forth herein, the Administrative  Agent shall not have any duty to
disclose,  and shall not be liable for the failure to disclose,  any information
relating to the Company or any of its  Subsidiaries  that is  communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity.  The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
all the Lenders to the extent  required by Section 9.02 or in the absence of its
own gross negligence or wilful  misconduct.  The  Administrative  Agent shall be
deemed not to have  knowledge  of any Default  unless and until  written  notice
thereof is given to the Administrative Agent by the Company or a Lender, and the
Administrative  Agent shall not be responsible for or have any duty to ascertain
or inquire  into (i) any  statement,  warranty or  representation  made in or in
connection with this Agreement, (ii) the contents of any certificate,  report or
other  document  delivered  hereunder  or  in  connection  herewith,  (iii)  the
performance or observance of any of the covenants,  agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the  satisfaction  of any  condition  set forth in Article  IV or  elsewhere
herein,  other  than to  confirm  receipt  of  items  expressly  required  to be
delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been signed or sent by the proper Person. The  Administrative  Agent
also may rely upon any statement  made to it orally or by telephone and believed
by it to be made by the proper  Person,  and shall not incur any  liability  for
relying thereon.  The  Administrative  Agent may consult with legal counsel (who
may be counsel  for the  Company),  independent  accountants  and other  experts
selected by it, and shall not be liable for any action  taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

The  Administrative  Agent  may  perform  any and all its  duties  and
exercise  its  rights  and  powers  by or  through  any one or  more  sub-agents
appointed by the  Administrative  Agent. The  Administrative  Agent and any such
sub-agent  may perform any and all its duties and exercise its rights and powers
through their  respective  Related  Parties.  The exculpatory  provisions of the
preceding  paragraphs  shall  apply to any  such  sub-agent  and to the  Related
Parties of the Administrative  Agent and any such sub-agent,  and shall apply to
their  respective  activities in connection  with the  syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

Subject   to  the   appointment   and   acceptance   of  a   successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by  notifying  the  Lenders  and the  Company.  Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Company,  to appoint one of the Lenders a successor.  If no such successor shall
have been so  appointed  by the Required  Lenders and shall have  accepted  such
appointment within 30 days after the retiring  Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and in  consultation  with the Company,  appoint one of the Lenders as a
successor Administrative Agent which shall be a bank with an office in New York,
New  York,  or an  Affiliate  of any  such  bank.  Upon  the  acceptance  of its
appointment as  Administrative  Agent  hereunder by a successor,  such successor
shall succeed to and become vested with all the rights,  powers,  privileges and
duties of the retiring  Administrative  Agent,  and the retiring  Administrative
Agent shall be discharged  from its duties and obligations  hereunder.  The fees
payable by the Company to a successor  Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Company and
such successor.  After the Administrative  Agent's  resignation  hereunder,  the
provisions  of this  Article and Section  9.03 shall  continue in effect for its
benefit in respect  of any  actions  taken or omitted to be taken by it while it
was acting as Administrative Agent.

Each  Lender  acknowledges  that it  has,  independently  and  without
reliance  upon the  Administrative  Agent,  the  Syndication  Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit  analysis  and decision to enter into this  Agreement.  Each
Lender also acknowledges  that it will,  independently and without reliance upon
the Administrative Agent, the Syndication Agent or any other Lender and based on
such documents and  information as it shall from time to time deem  appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement,  any related agreement or any document furnished  hereunder
or thereunder.

The  Syndication  Agent shall not have any duties or  responsibilities
hereunder in its capacity as such  (except as  expressly  set forth  herein) and
shall  be  entitled  to  the  same  rights  and   privileges   afforded  to  the
Administrative Agent, in its capacity as such under Article VIII.

ARTICLE IX.

Miscellaneous

SECTION  9.1.  Notices.  Except  in the  case  of  notices  and  other
communications  expressly  permitted to be given by  telephone,  all notices and
other  communications  provided  for  herein  shall be in  writing  and shall be

33

delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered mail or sent by telecopy, as follows:

(a) if to the Company, to Amerada Hess Corporation, 1185 Avenue of the
Americas,  New York, New York 10036,  Attention of Treasurer (Telecopy No. (212)
536-8617);

(b) if to the  Syndication  Agent,  to Goldman  Sachs Credit  Partners
L.P.,  85 Broad  Street,  New York,  New York 10004,  Attention  of Stephen King
(Telecopy No. (212) 357-0932),  with a copy to Barbara Aaron (Telecopy No. (212)
357-4597).

(c) if to the  Administrative  Agent, to The Chase Manhattan Bank, One
Chase Manhattan Plaza,  8th Floor, New York, New York 10081,  Attention of LuAnn
DeStefano (Telecopy No. (212) 552-5777).

(d) if to any other Lender,  to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications  hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

SECTION  9.02.  Waivers:  Amendments.  (a) No  failure or delay by the
Syndication Agent and the  Administrative  Agent or any Lender in exercising any
right or power hereunder shall operate as a waiver thereof, nor shall any single
or  partial  exercise  of  any  such  right  or  power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and  remedies  of the  Syndication  Agent and the  Administrative  Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would  otherwise have. No waiver of any provision of this Agreement or
consent  to any  departure  by the  Company  therefrom  shall  in any  event  be
effective  unless the same shall be  permitted  by this  Section,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
purpose for which given.  Without limiting the generality of the foregoing,  the
making of a Loan shall not be construed  as a waiver of any Default,  regardless
of  whether  the  Administrative  Agent or any  Lender  may have had  notice  or
knowledge of such Default at the time.

(b) Neither this  Agreement  nor any  provision  hereof may be waived,
amended or modified  except  pursuant to an agreement or  agreements  in writing
entered into by the Company and the  Required  Lenders or by the Company and the
Administrative Agent with the consent of the Required Lenders;  provided that no
such  agreement  shall (i) increase  the  Commitment  of any Lender  without the
written consent of such Lender,  (ii) reduce the principal amount of any Loan or
reduce  the rate of  interest  thereon,  or reduce any fees  payable  hereunder,
without the written consent of each Lender affected thereby,  (iii) postpone the
scheduled  date of payment of the principal  amount of any Loan, or any interest
thereon, or any fees or any other amount payable hereunder, or reduce the amount
of,  waive or  excuse  any such  payment,  or  postpone  the  scheduled  date of
expiration  of any  Commitment,  without  the  written  consent  of each  Lender
affected  thereby,  (iv)  change  Section  2.16(b) or (c) in a manner that would
alter the pro rata  sharing of payments  required  thereby,  without the written
consent of each Lender,  or (v) change any of the  provisions of this Section or
the definition of "Required  Lenders" or any other provision  hereof  specifying
the number or  percentage  of  Lenders  required  to waive,  amend or modify any
rights  hereunder  or make any  determination  or grant any  consent  hereunder,
without  the  written  consent of each  Lender;  provided  further  that no such
agreement  shall amend,  modify or otherwise  affect the rights or duties of the
Administrative  Agent  hereunder  without  the  prior  written  consent  of  the
Administrative Agent.

SECTION 9.03.  Expenses;  Indemnity:  Damage  Waiver.  (a) The Company
agrees  to  pay  (i)  all  reasonable  out-of-pocket  expenses  incurred  by the
Syndication Agent and the Administrative  Agent and their Affiliates,  including
the reasonable  fees,  charges and  disbursements of counsel for the Syndication
Agent and the  Administrative  Agent,  in connection with the syndication of the
credit  facilities  provided for herein,  the preparation and  administration of
this  Agreement  and the Prior  Facility A Credit  Agreement or any  amendments,
modifications  or  waivers  of  the  provisions   hereof  (whether  or  not  the
transactions  contemplated  hereby or thereby shall be consummated) and (ii) all
out-of-pocket  expenses incurred by the Syndication Agent and the Administrative
Agent or any  Lender,  including  the fees,  charges  and  disbursements  of any
counsel for the Syndication Agent and the Administrative Agent or any Lender, in
connection  with the  enforcement or protection of its rights in connection with
this Agreement,  including its rights under this Section,  or in connection with
the  Loans  made   hereunder,   including  in   connection   with  any  workout,
restructuring or negotiations in respect thereof.

(b) The Company  agrees to  indemnify  the  Syndication  Agent and the
Administrative  Agent  and each  Lender,  and each  Related  Party of any of the
foregoing Persons (each such Person being called an "Indemnitee")  against,  and
hold  each  Indemnitee  harmless  from,  any and all  losses,  claims,  damages,
liabilities and related expenses, including the fees, charges and disbursements,
of  any  counsel  for  any  Indemnitee,  incurred  by or  asserted  against  any
Indemnitee  arising  out of,  in  connection  with,  or as a  result  of (i) the
execution  or  delivery  of this  Agreement  and the  Prior  Facility  A  Credit
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions  contemplated  hereby or the Offer

34

or any Indemnitee financing or agreeing to finance any acquisition of any Shares
by or on  behalf  of the  Company,  (ii)  any  Loan or the  use of the  proceeds
therefrom,  (iii)  any  actual or  alleged  presence  or  release  of  Hazardous
Materials on or from any property owned or operated by the Company or any of its
Subsidiaries,  or any Environmental  Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding  relating to any of the foregoing,  whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto;  provided that such indemnity shall not, as to any Indemnitee, be
available  to the extent  that such  losses,  claims,  damages,  liabilities  or
related  expenses are determined by a court of competent  jurisdiction  by final
and nonappealable  judgment to have resulted from the gross negligence or wilful
misconduct  of such  Indemnitee  or from a  breach  of  this  Agreement  by such
Indemnitee.

(c) To the extent that the Company fails to pay any amount required to
be paid  by it to the  Syndication  Agent  and the  Administrative  Agent  under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Syndication  Agent  and  the  Administrative   Agent  such  Lender's  Applicable
Percentage  (determined as of the time that the applicable  unreimbursed expense
or  indemnity  payment is  sought)  of such  unpaid  amount;  provided  that the
unreimbursed  expense or indemnified loss, claim,  damage,  liability or related
expense, as the case may be, was incurred by or asserted against the Syndication
Agent and the Administrative Agent in their capacity as such.

(d) To the extent  permitted by applicable  law, the Company shall not
assert,  and hereby waives,  any claim against any Indemnitee,  on any theory of
liability, for special, indirect,  consequential or punitive damages (as opposed
to direct or actual damages)  arising out of, in connection with, or as a result
of, this  Agreement or any  agreement or  instrument  contemplated  hereby,  the
Transactions, any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after
written demand therefor.

SECTION  9.04.  Successors  and Assigns.  (a) The  provisions  of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective  successors and assigns permitted  hereby,  except that the
Company may not assign or otherwise  transfer  any of its rights or  obligations
hereunder  without the prior  written  consent of each Lender (and any attempted
assignment or transfer by any the Company without such consent shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors  and  assigns   permitted   hereby  and,  to  the  extent   expressly
contemplated  hereby,  the Related Parties of each of the Syndication  Agent and
the Administrative  Agent and the Lenders) any legal or equitable right,  remedy
or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations  under this Agreement  (including all or a portion of
its Commitment and the Loans at the time owing to it);  provided that (i) except
in the case of an  assignment  to a Lender or an Affiliate of a Lender,  each of
the Company (except,  upon the occurrence and during the continuance of an Event
of  Default,  the  consent  of the  Company  shall  not  be  required)  and  the
Administrative  Agent must give their prior written  consent to such  assignment
(which consent shall not be unreasonably  withheld),  (ii) except in the case of
an  assignment  to a Lender or an Affiliate of a Lender or an  assignment of the
entire remaining amount of the assigning Lender's Commitment,  the amount of the
Commitment of the assigning  Lender subject to each such assignment  (determined
as of the date the Assignment and Acceptance  with respect to such assignment is
delivered to the  Administrative  Agent) shall each not be less than  $5,000,000
unless each of the Company and the Administrative Agent otherwise consent, (iii)
each partial  assignment shall be made as an assignment of a proportionate  part
of all the  assigning  Lender's  rights and  obligations  under this  Agreement,
except  that  this  clause  (iii)  shall  not  apply to  rights  in  respect  of
outstanding Competitive Loans, (iv) the parties to each assignment shall execute
and deliver to the Administrative  Agent an Assignment and Acceptance,  together
(except in the case of an assignment by a Lender to one of its  Affiliates or an
assignment as a result of any of the events contemplated by Section 2.17) with a
processing and recordation fee of $500 in the case of assignments  made by or to
Syndication Agent and $2,000 in the case of all other  assignments,  and (v) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an  Administrative  Questionnaire;  provided  further  that any  consent  of the
Company  otherwise  required  under this  paragraph  shall not be required if an
Event of Default  under  clause (g) or (h) of Article  VII has  occurred  and is
continuing.  Upon  acceptance  and  recording  pursuant to paragraph (d) of this
Section,  from and after the effective  date  specified in each  Assignment  and
Acceptance,  the assignee  thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance,  have the rights and
obligations  of  a  Lender  under  this  Agreement,  and  the  assigning  Lender
thereunder  shall, to the extent of the interest assigned by such Assignment and
Acceptance,  be released from its obligations  under this Agreement (and, in the
case of an Assignment  and  Acceptance  covering all of the  assigning  Lender's
rights and  obligations  under this  Agreement,  such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.13,
2.14,  2.15 and  9.03).  Any  assignment  or  transfer  by a Lender of rights or
obligations  under this Agreement that does not comply with this paragraph shall
be  treated  for  purposes  of this  Agreement  as a sale by  such  Lender  of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.

(c) The Administrative  Agent,  acting for this purpose as an agent of

35

the Company, shall maintain at one of its offices in The City of New York a copy
of  each  Assignment  and  Acceptance  delivered  to it and a  register  for the
recordation  of the names and addresses of the Lenders,  and the  Commitment of,
and  principal  amount of the Loans owing to, each Lender  pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall be
conclusive,  and the Company, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register  pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.

(d) Upon its receipt of a duly  completed  Assignment  and  Acceptance
executed  by an  assigning  Lender and an  assignee,  the  assignee's  completed
Administrative  Questionnaire  (unless the  assignee  shall  already be a Lender
hereunder),  the processing and  recordation fee referred to in paragraph (b) of
this Section and any written  consent to such  assignment  required by paragraph
(b) of this Section,  the Administrative  Agent shall accept such Assignment and
Acceptance  and record the  information  contained  therein in the Register.  No
assignment  shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

(e) Any Lender  may,  without the consent of any of the Company or the
Administrative Agent, sell participations to one or more banks or other entities
(a  "Participant")  in all or a portion of such Lender's  rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it);  provided that (i) such Lender's  obligations under this Agreement
shall remain unchanged,  (ii) such Lender shall remain solely responsible to the
other  parties  hereto for the  performance  of such  obligations  and (iii) the
Company,  the Administrative  Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation  shall provide that such Lender shall retain
the  sole  right  to  enforce  this  Agreement  and to  approve  any  amendment,
modification  or waiver of any provision of this  Agreement;  provided that such
agreement  or  instrument  may provide  that such  Lender will not,  without the
consent  of the  Participant,  agree to any  amendment,  modification  or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject  to  paragraph  (f) of  this  Section,  the  Company  agrees  that  each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to
the  same  extent  as if it were a  Lender  and had  acquired  its  interest  by
assignment pursuant to paragraph (b) of this Section.

(f) A Participant shall not be entitled to receive any greater payment
under Section 2.13 or 2.15 than the  applicable  Lender would have been entitled
to receive with respect to the participations  sold to such Participant,  unless
the sale of the  participations  to such  Participant is made with the Company's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender  shall not be entitled to the benefits of Section 2.15 unless the Company
is notified of the participations  sold to such Participant and such Participant
agrees, for the benefit of the Company, to comply with Section 2.15(e) as though
it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this  Agreement to secure  obligations of
such Lender,  including any such pledge or assignment to a Federal Reserve Bank,
and this Section  shall not apply to any such pledge or assignment of a security
interest;  provided  that no such pledge or  assignment  of a security  interest
shall release a Lender from any of its  obligations  hereunder or substitute any
such assignee for such Lender as a party hereto.

SECTION 9.05.  Margin Stock.  Notwithstanding  any other  provision of
this Agreement,  Section 6.02 will not be applicable to Margin Stock held by the
Company  and/or any  Subsidiary,  and  clause  (e) of  Article  VII shall not be
applicable  to any  acceleration,  default or event of  default  under any other
obligation  of the  Company,  to the extent in each case  required  to avoid the
Loans being deemed to be  "indirectly  secured" by Margin Stock for the purposes
of Regulation U of the Board.

SECTION 9.06. Survival. All covenants, agreements, representations and
warranties  made  by  the  Company  herein  and  in the  certificates  or  other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive  the  execution  and  delivery of this  Agreement  and the making of any
Loans,  regardless of any  investigation  made by any such other party or on its
behalf and  notwithstanding  that the Syndication  Agent and the  Administrative
Agent or any Lender may have had notice or knowledge of any Default or incorrect
representation  or warranty at the time any credit is  extended  hereunder,  and
shall  continue  in full  force and  effect as long as the  principal  of or any
accrued  interest on any Loan or any fee or any other amount  payable under this
Agreement  is  outstanding  and unpaid and so long as the  Commitments  have not
expired or  terminated.  The provisions of Sections  2.13,  2.14,  2.15 and 9.03
shall survive and remain in full force and effect regardless of the consummation
of the  transactions  contemplated  hereby,  the  repayment  of the  Loans,  the
expiration  or  termination  of the  Commitments  or  the  termination  of  this
Agreement or any provision hereof.

SECTION 9.07. Counterparts: Integration: Effectiveness. This Agreement
may be executed in  counterparts  (and by different  parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute a single  contract.  This  Agreement  and any
separate letter agreements with respect to fees payable to the Syndication Agent
and the  Administrative  Agent  constitute the entire contract among the parties
relating  to the  subject  matter  hereof  and  supersede  any and all  previous

36

agreements and understandings,  oral or written,  relating to the subject matter
hereof.  Except as  provided  in  Section  4.01,  this  Agreement  shall  become
effective  when it shall have been  executed  by the  Syndication  Agent and the
Administrative Agent and when the Syndication Agent and the Administrative Agent
shall have received  counterparts  hereof which,  when taken together,  bear the
signatures of each of the other parties hereto,  and thereafter shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.  Delivery of an executed counterpart of a signature page
of this  Agreement  by  telecopy  shall be  effective  as delivery of a manually
executed counterpart of this Agreement.

SECTION 9.08. Severability. Any provision of this Agreement held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

SECTION  9.09.  Right of  Setoff.  If an Event of  Default  shall have
occurred and be  continuing,  each Lender is hereby  authorized  at any time and
from time to time, to the fullest extent  permitted by law, to set off and apply
any and all deposits (general or special, time or demand,  provisional or final)
at any time held and other  indebtedness  at any time owing by such Lender to or
for  the  credit  or the  account  of the  Company  against  any of and  all the
obligations  of the Company now or hereafter  existing under this Agreement held
by such Lender,  irrespective  of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.  The
rights of each Lender  under this  Section  are in addition to other  rights and
remedies (including other rights of setoff) which such Lender may have.

SECTION  9.10.  Governing  Law;  Jurisdiction;  Consent  to Service of
Process;  Process  Agent;  Waiver  of  Immunity.  (a)  This  Agreement  shall be
construed in accordance with and governed by the law of the State of New York.

(b) The Company hereby irrevocably and  unconditionally  submits,  for
itself and its property,  to the nonexclusive  jurisdiction of the Supreme Court
of the State of New York  sitting in New York  County  and of the United  States
District  Court of the Southern  District of New York,  and any appellate  court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement,  or for  recognition or enforcement of any judgment,  and each of the
parties hereto hereby irrevocably and unconditionally  agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent  permitted by law, in such Federal  court.  Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative  Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the Company
or its properties in the courts of any jurisdiction.

(c) The Company hereby irrevocably and unconditionally  waives, to the
fullest extent it may legally and  effectively do so, any objection which it may
now or hereafter  have to the laying of venue of any suit,  action or proceeding
arising  out of or  relating  to this  Agreement  in any  court  referred  to in
paragraph (b) of this  Section.  Each of the parties  hereto hereby  irrevocably
waives,  to the fullest extent  permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

(d) The  Company  irrevocably  consents  to  service of process in the
manner  provided for notices to the Company in Section 9.01 and each other party
to this  Agreement  irrevocably  consents  to  service  of process in the manner
provided  for  notices to it in Section  9.01.  Nothing in this  Agreement  will
affect the right of any party to this  Agreement  to serve  process in any other
manner permitted by law.

SECTION 9.11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST  EXTENT  PERMITTED BY APPLICABLE  LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR
RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER
BASED ON CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.12. Headings.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  shall  not  affect  the   construction  of,  or  be  taken  into
consideration in interpreting, this Agreement.

SECTION 9.13.  Confidentiality.  Each of the Syndication Agent and the
Administrative  Agent and the Lenders agrees to maintain the  confidentiality of
the Information (as defined below), except that Information may be disclosed (a)
to its and its Affiliates,  directors, officers, employees and agents, including
accountants,  legal  counsel and other  advisors (it being  understood  that the
Persons to whom such  disclosure  is made will be informed  of the  confidential
nature  of  such   Information   and   instructed   to  keep  such   Information
confidential),  (b) to the extent requested by any regulatory authority,  (c) to
the extent  required by  applicable  laws or  regulations  or by any subpoena or
similar  legal  process,  (d) to any  other  party  to  this  Agreement,  (e) in

37

connection  with the exercise of any remedies  hereunder or any suit,  action or
proceeding  relating to this Agreement or the  enforcement of rights  hereunder,
(f) subject to an  agreement  containing  provisions  substantially  the same as
those of this Section,  to any assignee of or Participant in, or any prospective
assignee  of or  Participant  in,  any of its rights or  obligations  under this
Agreement,  (g)  with the  consent  of the  Company  or (h) to the  extent  such
Information (i) becomes publicly available other than as a result of a breach of
this  Section  or  (ii)  becomes  available  to the  Syndication  Agent  and the
Administrative  Agent or any  Lender on a  non-confidential  basis from a source
other than the Company.  For the purposes of this Section,  "Information"  means
all  information  received  from the  Company  relating  to the  Company  or its
business,  other than any such  information that is available to the Syndication
Agent and the  Administrative  Agent or any  Lender on a  nonconfidential  basis
prior to disclosure by the Company;  provided  that, in the case of  information
received from the Company  after the date hereof,  such  information  is clearly
identified  at the time of  delivery  as  confidential.  Any Person  required to
maintain the confidentiality of Information as provided in this Section shall be
considered  to have  complied  with its  obligation  to do so if such Person has
exercised  the same  degree  of care to  maintain  the  confidentiality  of such
Information as such Person would accord to its own confidential information.

SECTION 9.14.  Amendment & Restatement.  Upon the Amended and Restated
Effective  Date,  this  Agreement  shall  amend and  restate  and replace in its
entirety the Prior Facility A Credit Agreement.

[Remainder of page intentionally left blank.]

38

IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed by their respective  authorized officers as of the day and year
first above written.

COMPANY:                                   AMERADA HESS CORPORATION 

By:__________________________
Name:
Title:

39

SOLE SYNDICATION AGENT,
JOINT BOOK RUNNER, JOINT
LEAD ARRANGER AND
A LENDER:                                  GOLDMAN SACHS CREDIT PARTNERS L.P.,

By:__________________________
Name:
Title:

40

JOINT BOOK RUNNER AND JOINT
LEAD ARRANGER                              CHASE SECURITIES INC.

By:__________________________
Name:
Title:

41

ADMINISTRATIVE AGENT
AND A LENDER                               THE CHASE MANHATTAN BANK

By:__________________________
Name:
Title:

42

SCHEDULE 2.01
TO CREDIT AGREEMENT

Commitments

Lender                                                         Commitment

Goldman Sachs Credit Partners L.P.                             $500,000,000
The Chase Manhattan Bank                                       $500,000,000

Total                                               $1,000,000,000
==============

43

SCHEDULE 3.10(a)
TO AMENDED AND RESTATED
CREDIT AGREEMENT

Scheduled Debt

44

SCHEDULE 3.10(b)
TO AMENDED AND RESTATED
CREDIT AGREEMENT

Scheduled Target Liens

45

SCHEDULE 6.02
TO AMENDED AND RESTATED
CREDIT AGREEMENT

Existing Liens

46

EXHIBIT A
TO AMENDED AND RESTATED
CREDIT AGREEMENT

FORM OF
ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit Agreement,  dated
as of November 14, 2000, among Amerada Hess  Corporation  (the  "Company"),  the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), Goldman Sachs Credit Partners L.P., as Joint Book Runner, Joint
Lead Arranger and sole Syndication  Agent,  Chase Securities Inc., as Joint Book
Runner and Joint Lead Arranger and The Chase Manhattan  Bank, as  Administrative
Agent (the "Credit  Agreement").  Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.

The Assignor  identified on Schedule 1 hereto (the "Assignor") and the
Assignee identified on Schedule 1 hereto (the "Assignee") agree as follows:

1. The Assignor hereby  irrevocably  sells and assigns to the Assignee
without recourse to the Assignor,  and the Assignee hereby irrevocably purchases
and  assumes  from the  Assignor  without  recourse to the  Assignor,  as of the
Effective Date (as defined  below),  the interest set forth on Schedule 1 hereto
(the "Assigned  Interest") in and to the Assignor's rights and obligations under
the Credit Agreement with respect to those revolving  credit facility  contained
in the Credit  Agreement (the "Assigned  Facility") in a principal amount and/or
commitment amount for the Assigned Facility as set forth on Schedule 1 hereto.

2. The Assignor (a) makes no representation or warranty and assumes no
responsibility  with respect to any  statements,  warranties or  representations
made in or in  connection  with the  Credit  Agreement  or with  respect  to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit  Agreement,  any other Loan  Document or any other  instrument  or
document  furnished  pursuant  thereto,  other  than that the  Assignor  has not
created any adverse claim upon the interest  being  assigned by it hereunder and
that such  interest is free and clear of any such  adverse  claim;  (b) makes no
representation  or warranty  and assumes no  responsibility  with respect to the
financial condition of the Company,  any of its Subsidiaries,  any other obligor
or the performance or observance by the Company,  any of its  Subsidiaries,  any
other obligor of any of their respective  obligations under the Credit Agreement
or any document  executed in  connection  therewith or any other  instrument  or
document furnished  pursuant hereto or thereto;  and (c) attaches any Notes held
by it evidencing the Assigned Facility and (i) requests that the  Administrative
Agent, upon request by the Assignee,  exchange any attached Notes for a new Note
payable to the  Assignee  and (ii) if the  Assignor has retained any interest in
the Assigned  Facility,  requests  that the  Administrative  Agent  exchange any
attached  Notes for a new Note payable to the Assignor,  in each case in amounts
which reflect the  assignment  being made hereby (and after giving effect to any
other assignments which have become effective on the Effective Date).

3.  The  Assignee  (a)  represents  and  warrants  that it is  legally
authorized to enter into this  Assignment and  Acceptance;  (b) confirms that it
has  received  a copy of the  Credit  Agreement,  together  with  copies  of the
financial  statements delivered pursuant to Sections 5.01 thereof and such other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into this Assignment and  Acceptance;  (c) agrees
that it  will,  independently  and  without  reliance  upon  the  Assignor,  the
Administrative  Agent  or any  other  Lender  and  based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  decisions in taking or not taking  action under the Credit  Agreement or
any other  instrument  or document  furnished  pursuant  hereto or thereto;  (d)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
or any other instrument or document  furnished pursuant hereto or thereto as are
delegated to the Administrative  Agent by the terms thereof,  together with such
powers as are  incidental  thereto;  and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations  which by the terms of the Credit  Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction  outside the United States, its obligation pursuant to Section 2.15
of the Credit Agreement.

4. The effective date of this  Assignment and Acceptance  shall be the
date set forth on  Schedule  1 hereto  (the  "Effective  Date").  Following  the
execution  of this  Assignment  and  Acceptance,  it will  be  delivered  to the
Administrative  Agent for acceptance by them and recording by the Administrative
Agent  pursuant to the Credit  Agreement,  effective  as of the  Effective  Date
(which shall not, unless  otherwise  agreed to by the  Administrative  Agent, be
earlier than five Business Days after the date of such  acceptance and recording
by the Administrative Agent).

5. Upon such  acceptance and  recording,  from and after the Effective
Date,  the  Administrative  Agent  shall  make all  payments  in  respect of the

47

Assigned Interest  (including  payments of principal,  interest,  fees and other
amounts)  to the  Assignee  whether  such  amounts  have  accrued  prior  to the
Effective Date or accrue  subsequent to the Effective Date. The Assignor and the
Assignee   shall  make  all   appropriate   adjustments   in   payments  by  the
Administrative  Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

6. From and after the  Effective  Date,  (a) the  Assignee  shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other  documents  executed  in  connection  therewith  and shall be bound by the
provisions  thereof and (b) the Assignor  shall,  to the extent provided in this
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations under the Credit Agreement.

7. This  Assignment and Acceptance  shall be governed by and construed
in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.

48

SCHEDULE 1

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Principal/Commitment               Commitment Percentage
Amount Assigned                         Assigned
--------------------------             ---------------------

$----------                         $----------

[NAME OF ASSIGNEE]                                   [NAME OF ASSIGNOR]

By:_________________________                         By:______________________
Title:                                                        Title:

Accepted:                                            :

THE CHASE MANHATTAN BANK,
as Administrative Agent

By:__________________________
Title:

Consented to By:

AMERADA HESS CORPORATION

By:__________________________
Title:

By:__________________________

Title:

49

EXHIBIT B
TO AMENDED AND RESTATED
CREDIT AGREEMENT

FORM OF NON-NEGOTIABLE
REVOLVING LOAN NOTE

U.S.$___________

New York, New York
_________ __, 2000

FOR VALUE  RECEIVED,  the  undersigned,  AMERADA HESS  CORPORATION,  a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order  of__________  (the "Lender") on the dates and in the manner set forth
in Sections 2.08 and 2.16 of the Credit Agreement (as defined below) referred to
below at the office of the Administrative Agent set forth in Section 2.16 of the
Credit  Agreement in  immediately  available  funds,  on the  Maturity  Date (as
defined in the Credit  Agreement)  the principal  amount of (a)  _________  U.S.
DOLLARS  (U.S.$_____),  or (b) the  aggregate  unpaid  principal  amount  of all
Revolving  Loans made by the Lender to the Borrower  pursuant to subsection 2.03
of such Credit  Agreement.  The Borrower  further agrees to pay interest in like
money at such  office on the unpaid  principal  amount  hereof from time to time
outstanding  at the rates and on the dates  specified  in  Section  2.11 of such
Credit Agreement.

The  holder of this  Note is  authorized  to  record on the  schedules
annexed hereto and made a part hereof or on a  continuation  thereof which shall
be  attached  hereto and made a part  hereof  the date,  Type and amount of each
Revolving Loan made by the Lender pursuant to such Credit Agreement and the date
and amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar  Loans, the length of each Interest Period and the applicable
Adjusted LIBO Rate with respect thereto.  Each such recordation shall constitute
prima facie evidence of the accuracy of the  information  so recorded,  provided
that  the  failure  to make  any  such  recordation  or any  error  in any  such
recordation  shall not affect the  obligations of the Borrower under such Credit
Agreement or this Note.

This  Note (a) is one of the  Notes  referred  to in the  Amended  and
Restated  Credit  Agreement,   dated  as  of  November  14,  2000  (as  amended,
supplemented or otherwise  modified from time to time, the "Credit  Agreement"),
among the Borrower,  the Lender, the other banks and financial institutions from
time to time parties thereto,  Goldman Sachs Credit Partners L.P., as Joint Book
Runner,  Joint Lead Arranger and sole Syndication  Agent, Chase Securities Inc.,
as Joint Book Runner and Joint Lead  Arranger and The Chase  Manhattan  Bank, as
Administrative  Agent (b) is subject to the  provisions of the Credit  Agreement
and (c) is subject to optional and  mandatory  prepayment in whole or in part as
provided in the Credit Agreement.

Upon the  occurrence of any one or more Events of Default as specified
in the Credit  Agreement,  all amounts then remaining  unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
in the Credit Agreement.

All  parties  now and  hereafter  liable  with  respect  to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND  INTERPRETED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

AMERADA HESS CORPORATION

By:_____________________________
Title:

50

Schedule A
to Note

ABR LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

------------------------------------------------------------------------------------------------------
Unpaid
Amount of     Amount of       Principal
Amount       Principal of  ABR Loans       Balance of
Amount of     Converted to   ABR Loans     Converted to    ABR Loans    Notation
Date            ABR Loans     ABR Loans      Repaid        Eurodollar       Loans       Made By
------------------------------------------------------------------------------------------------------

51

Schedule B
to Note

EURODOLLAR LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

------------------------------------------------------------------------------------------------------------
Interest
Period and                   Amount of     Unpaid
Amount         Eurodollar    Amount of      Eurodollar    Principal
Amount of       Converted to   Rate with     Principal of   Loans         Balance of
Eurodollar      Eurodollar     Respect       Eurodollar     Converted to  Eurodollar     Notation
Date      Loans           Loans          Thereto       Loans Repaid   ABR Loans     Loans          Made By
------------------------------------------------------------------------------------------------------------

52

EXHIBIT C-1
TO AMENDED AND RESTATED
CREDIT AGREEMENT

FORM OF WHITE & CASE LLP OPINION

[TO COME]

53

EXHIBIT C-2
TO AMENDED AND RESTATED
CREDIT AGREEMENT

AMERADA HESS CORPORATION
1185 Avenue of the Americas
New York, New York 10036

J. BARCLAY COLLINS, II
Executive Vice President
and General Counsel
(212) 536-8577
FAX:  (212) 536-8339

November 14, 2000

Goldman Sachs Credit Partners L.P.,
as Joint Lead Arranger, Joint Book Runner and
Sole Syndication Agent
85 Broad Street
New York, NY  10004

Chase Securities Inc.,
as Joint Lead Arranger and Joint Book Runner
270 Park Avenue
New York, New York 10017

The Chase Manhattan Bank
as Administrative Agent
270 Park Avenue
New York, New York 10017

The Lenders party to the
Credit Agreements referred to below from time to time

Ladies and Gentlemen:

I am the  general  counsel to  Amerada  Hess  Corporation,  a Delaware
corporation  (the  "Company"),  and have  acted as such in  connection  with the
preparation,  execution  and  delivery of (i) the Amended  and  Restated  Credit
Agreement,  dated as of November 14, 2000 (the  "Facility A Credit  Agreement"),
among the Company, the several banks and other financial  institutions from time
to time parties thereto (the "Lenders"),  Goldman Sachs Credit Partners L.P., as
joint book  runner,  joint lead  arranger  and sole  syndication  agent (in such
capacity,  the "Syndication Agent"), Chase Securities Inc., as joint book runner
and joint lead arranger and The Chase  Manhattan Bank, as  administrative  agent
(in such capacity,  the "Administrative Agent) and (ii) the Amended and Restated
Credit  Agreement,  dated  as of  November  6,  2000  (the  "Facility  B  Credit
Agreement"  and  together  with the  Facility A Credit  Agreement,  the  "Credit
Agreements"),   among  the  Company,  the  several  banks  and  other  financial
institutions  from time to time parties thereto (the  "Lenders"),  Goldman Sachs
Credit  Partners  L.P.,  as joint  book  runner,  joint lead  arranger  and sole
syndication agent (in such capacity,  the "Syndication Agent"), Chase Securities
Inc., as joint book runner and joint lead arranger and The Chase Manhattan Bank,
as administrative agent (in such capacity, the "Administrative Agent).

The opinions  expressed below are furnished to you pursuant to Section
4.01. A of the Credit Agreements. Unless otherwise defined herein, terms defined
in the Credit  Agreements  and used herein shall have the meanings given to them
in the Credit Agreements.

In arriving at the  opinions  expressed  below,  I have  examined  the
following documents:

(a) the Credit  Agreements  and the Notes  signed by the Company  (the
Credit Agreements and such Notes being  hereinafter  referred to collectively as
the "Transaction Documents"); and 

(b) such corporate documents and records of the Company and such other
instruments and certificates of public officials,  officers and  representatives
of the Company and other Persons as I have deemed  necessary or appropriate  for
the purpose of the opinion.

In  arriving  at  the  opinions  expressed  below,  I have  made  such
investigations of law as I have deemed appropriate as a basis for such opinions.

In rendering  the opinions  expressed  below,  I have (a) relied as to
certain  matters of fact on  certificates  of the officers of the  Company,  (b)
assumed, with your permission, without independent investigation or inquiry, (i)
the authenticity of all documents  submitted as originals,  (ii) the genuineness
of all signatures on all documents that I have examined (other than those of the
Company and  officers of the  Company)  and (iii) the  conformity  to  authentic
originals of documents submitted as certified, conformed or photostatic copies.

When  the  opinions  expressed  below  are  stated  "to the best of my
knowledge," I have made  reasonable  and diligent  investigation  of the subject
matters  of such  opinions  and have no reason to believe  that there  exist any

54

facts or other  information  that  would  render  such  opinions  incomplete  or
incorrect.

Based upon and subject to the foregoing, I am of the opinion that:

1. The  Company  is duly  incorporated  and is validly  existing  as a
corporation  in  good  standing  under  the  laws  of  the  jurisdiction  of its
incorporation.

2. The Company has the corporate power and authority to own, lease and
operate  its  properties  and to conduct the  business in which it is  currently
engaged and is duly qualified to transact  business as a foreign  corporation or
other legal entity and is in good  standing or  appropriately  qualified in each
jurisdiction  where its  ownership,  leasing,  or  operation  of property or the
conduct of its business requires such  qualification,  except to the extent that
the failure to have such power and  authority and the failure to be so qualified
and in good standing does not, in the aggregate,  constitute a Material  Adverse
Effect.

3. The Company has the corporate power and authority to make,  deliver
and perform its obligations under each Transaction  Document and to borrow under
the Credit Agreements.  The Company has taken all necessary  corporate action to
authorize the  borrowings on the terms and  conditions of the Credit  Agreements
and the other Transaction  Documents,  and to authorize the execution,  delivery
and performance of the Credit Agreements and each other Transaction Document. No
consent  or  authorization  of,  notice  to,  filing  with or other act by or in
respect  of, any  Governmental  Authority  or any other  Person is  required  in
connection with (i) the borrowings by the Company under the Credit Agreements or
(ii) the execution,  delivery and performance by the Company, or the validity or
enforceability against the Company, of each Transaction Document.

4. Each  Transaction  Document has been duly executed and delivered on
behalf of the Company.  Each Transaction Document constitutes a legal, valid and
binding obligation of the Company, enforceable against it in accordance with its
terms.

5. The  execution  and  delivery of each  Transaction  Document by the
Company,  the  performance  by the Company of its  obligations  thereunder,  the
consummation of the  transactions  contemplated  thereby,  the compliance by the
Company with any of the provisions thereof,  the borrowings by the Company under
the Credit Agreements and the use of proceeds thereof,  all as provided therein,
(a) will not violate (i) any  requirement  of law or any  regulation or order of
any  Governmental  Authority  applicable to the Company or (ii) any  Contractual
Obligation of the Company or any of its Subsidiaries and (b) will not result in,
or  require,  the  creation  or  imposition  of any  Lien on any of its or their
respective  assets or  properties  pursuant to any such  requirement  of law (or
regulation or order) or Contractual Obligation.

6.  No  litigation,  investigation  or  proceeding  of or  before  any
arbitrator or Governmental Authority is pending or, to the best of my knowledge,
threatened by or against the Company or any of its  Subsidiaries  or against any
of its or their respective properties or revenues (a) with respect to the Credit
Agreements  or  any of the  other  Transaction  Documents  or  (b)  which  would
constitute a Material Adverse Effect.

7. To the best of my  knowledge,  neither  the  Company nor any of its
Subsidiaries is in default under or with respect to any Contractual  Obligations
in any respect which would constitute a Material Adverse Effect.

8.  The  Company  is  not  an   "investment   company"  or  a  company
"controlled"  by an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended.  The Company is not subject to regulation under
any Federal or state  statute or  regulation  which  limits its ability to incur
Indebtedness.

The opinions set forth in the second sentence of paragraph 4 above are
subject  to  the  effects  of  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and other  similar  laws  relating to or  affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law),  including,  without limitation,  concepts of
materiality and  reasonableness  and an implied  covenant of good faith and fair
dealing.

I am a member  of the bar of the  State  of New York and the  opinions
expressed  herein are based upon and are limited to the laws of such state,  the
General  Corporation  Law of the State of Delaware  and the Federal  laws of the
United States of America.

This  opinion has been  rendered  solely for your  benefit and for the
benefit of your  permitted  assignees  pursuant  to  Section  9.04 of the Credit
Agreements in connection  with the Credit  Agreements and the other  Transaction
Documents  and the  transactions  contemplated  thereby  and  may  not be  used,
circulated,  quoted,  relied upon or otherwise referred to for any other purpose
without my prior written consent;  provided,  however,  that this opinion may be
delivered to your  regulators,  accountants,  attorneys  and other  professional
advisers and may be used in connection  with any legal or regulatory  proceeding
relating to the subject matter of this opinion.

Very truly yours,

J. Barclay Collins

1

EXHIBIT 15
AMENDED AND RESTATED
CREDIT AGREEMENT

DATED AS OF

NOVEMBER 14, 2000

AMONG

AMERADA HESS CORPORATION,

THE LENDERS PARTY HERETO,

GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS JOINT BOOK RUNNER, JOINT LEAD ARRANGER AND SOLE SYNDICATION AGENT

CHASE SECURITIES INC.,
AS JOINT BOOK RUNNER AND JOINT LEAD ARRANGER

AND

THE CHASE MANHATTAN BANK,
AS ADMINISTRATIVE AGENT

$2,000,000,000 REVOLVING CREDIT FACILITY

"FACILITY B"

2

TABLE OF CONTENTS

ARTICLE I  DEFINITIONS.........................................................1
SECTION 1.01.  Defined Terms..........................................1
SECTION 1.02.  Classification of Loans and Borrowings................20
SECTION 1.03.  Terms Generally.......................................20
SECTION 1.04.  Accounting Terms; GAAP................................20

ARTICLE II  THE CREDITS.......................................................21
SECTION 2.01.  Commitments...........................................21
SECTION 2.02.  Loans and Borrowings..................................21
SECTION 2.03.  Requests for Revolving Borrowings.....................22
SECTION 2.04   Bid Procedure for Competitive Loans...................22
SECTION 2.05.  Funding of Borrowings.................................25
SECTION 2.06.  Interest Elections....................................25
SECTION 2.07.  Termination and Reduction of Commitments..............27
SECTION 2.08.  Repayment of Loans; Evidence of Debt..................27
SECTION 2.09.  Prepayment of Loans...................................28
SECTION 2.10.  Fees..................................................29
SECTION 2.11.  Interest..............................................29
SECTION 2.12.  Alternate Rate of Interest............................30
SECTION 2.13.  Increased Costs.......................................31
SECTION 2.14.  Break Funding Payments................................32
SECTION 2.15.

Taxes.................................................33
SECTION 2.16.  Payments Generally; Pro Rata Treatment; Sharing
of Set-offs..........................................33
SECTION 2.17.  Mitigation Obligations; Replacement of Lenders........35

ARTICLE III  REPRESENTATIONS AND WARRANTIES...................................36
SECTION 3.01.  Corporate Existence and Power; Compliance with Law....36
SECTION 3.02.  Corporate Authority...................................36
SECTION 3.03.  Enforceability........................................36
SECTION 3.04.  Financial Condition...................................37
SECTION 3.05.  Litigation............................................37
SECTION 3.06.  ERISA.................................................37
SECTION 3.07.  Environmental Matters.................................37
SECTION 3.08.  Federal Regulations...................................38
SECTION 3.09.  Investment and Holding Company Status.................38
SECTION 3.10.  Scheduled Debt and Scheduled Target Liens.............38

ARTICLE IV  CONDITIONS........................................................38
SECTION 4.01.A.  Conditions to Amended and Restated Effective Date...38
SECTION 4.01.B.  Announcement Date and Effectiveness of Commitments..39
SECTION 4.02.  Conditions to Closing.................................41
SECTION 4.03.  Conditions to Offer Borrowings........................42
SECTION 4.04.  Conditions to All Other Borrowings....................42

ARTICLE V  AFFIRMATIVE COVENANTS..............................................43
SECTION 5.01.  Financial Statements and Other Information............43
SECTION 5.02.  Notices of Material Events............................44
SECTION 5.03.  Existence; Conduct of Business........................44
SECTION 5.04.  Compliance with Contractual Obligations...............45
SECTION 5.05.  Insurance.............................................45
SECTION 5.06.  Compliance with Laws..................................45
SECTION 5.07.  Use of Proceeds.......................................45
SECTION 5.08.  Offer.................................................46
SECTION 5.09.  Financial Assistance..................................47

ARTICLE VI  NEGATIVE COVENANTS................................................47
SECTION 6.01.  Financial Covenant....................................47
SECTION 6.02.  Liens.................................................47
SECTION 6.03.  Fundamental Changes...................................48
SECTION 6.04.   Restrictive Agreements...............................49
SECTION 6.05.  Future Subsidiary Guaranties..........................49
SECTION 6.06.  Company Subsidiary Debt Ratio.........................49
SECTION 6.07.  Existing Credit Agreement.............................49

ARTICLE VII  EVENTS OF DEFAULT................................................50

ARTICLE VIII  THE ADMINISTRATIVE AGENT........................................53

ARTICLE IX  MISCELLANEOUS.....................................................55
SECTION 9.01.  Notices...............................................55
SECTION 9.02.  Waivers: Amendments...................................56
SECTION 9.03.  Expenses; Indemnity: Damage Waiver....................56
SECTION 9.04.  Successors and Assigns................................58
SECTION 9.05.  Margin Stock..........................................60
SECTION 9.06.  Survival..............................................60
SECTION 9.07.  Counterparts: Integration: Effectiveness..............60
SECTION 9.08.  Severability..........................................61
SECTION 9.09.  Right of Setoff.......................................61
SECTION 9.10.  Governing Law; Jurisdiction; Consent
to Service of Process; Process Agent;
Waiver of Immunity...................................61
SECTION 9.11.  Waiver of Jury Trial..................................62
SECTION 9.12.  Headings..............................................62
SECTION 9.13.  Confidentiality.......................................62
SECTION 9.14.  Amendment & Restatement...............................63

3

TABLE OF CONTENTS

SCHEDULES:

Schedule 2.01     Commitments
Schedule 3.10(a)  Scheduled Debt
Schedule 3.10(b)  Scheduled Target Liens
Schedule 6.02     Existing Liens

EXHIBITS:

Exhibit A         Form of Assignment and Acceptance
Exhibit B         Form of Notes
Exhibit C-1       Form of Opinion of White & Case
Exhibit C-2       Form of Opinion of Counsel to the Company

4

AMENDED AND RESTATED CREDIT  AGREEMENT,  dated as of November 14, 2000
(the "Agreement"),  among AMERADA HESS CORPORATION,  a Delaware corporation (the
"Company"),  the LENDERS  party  hereto,  GOLDMAN  SACHS  CREDIT  PARTNERS  L.P.
("GSCP"),  as Joint Book Runner,  Joint Lead Arranger and Sole Syndication Agent
(in such capacity,  the "Syndication Agent") CHASE SECURITIES INC, as Joint Book
Runner  and Joint Lead  Arranger  and THE CHASE  MANHATTAN  BANK  ("Chase"),  as
Administrative Agent (in such capacity the "Administrative Agent").

W I T N E S S E T H:
-------------------

WHEREAS,  the Company intends to acquire (the "Acquisition") the whole
of the ordinary share capital of LASMO Plc (the "Target")  pursuant to the Offer
(as hereinafter defined);

WHEREAS, the Company and GSCP as sole Lender,  Syndication Agent, Book
Runner, Lead Arranger and Administrative  Agent, entered into a Credit Agreement
dated as of  November  6, 2000 ( the  "Prior  Facility B Credit  Agreement")  to
provide liquidity support for the Company's  commercial paper program and/or for
financing  for the cash  purchase  price of the  Acquisition  and  otherwise for
general corporate purposes;

WHEREAS,  the  Company  and GSCP desire to amend and restate the Prior
Facility B Credit Agreement to add Chase as a Lender and to appoint Chase as the
Administrative Agent hereunder; and

WHEREAS,  the Lenders are willing to establish such credit  facilities
on and subject to the terms and conditions hereinafter set forth;

NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
agreements  herein set forth,  the parties hereto agree to amend and restate the
Prior Facility B Credit Agreement as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement,  the following
terms have the meanings specified below:

"ABR",  when used in  reference to any Loan or  Borrowing,  means that
such Loan, or the Loans  comprising  such Borrowing,  are bearing  interest at a
rate determined by reference to the Alternate Base Rate.

"Acceptance  Condition"  means the condition of the Offer  relating to
the minimum level of acceptances of the Offer as set forth in the Announcement.

"Accommodation  Guaranty Indebtedness" shall have the meaning ascribed
to it in Article VII(e).

"Acquisition" has the meaning ascribed to it in the Preamble.

"Adjusted LIBO Rate" means,  with respect to any Eurodollar  Borrowing
for any  Interest  Period,  an  interest  rate per annum  (rounded  upwards,  if
necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" has the meaning ascribed to it in the Preamble.

"Administrative  Questionnaire" means an Administrative  Questionnaire
in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person,  another Person
that directly, or indirectly through one or more intermediaries,  Controls or is
Controlled by or is under common Control with the Person specified.

"Alternate  Base Rate"  means,  for any day, a rate per annum equal to
the  greatest of (a) the Prime Rate in effect on such day,  (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%.  Any  change  in the  Alternate  Base  Rate due to a
change in the Prime Rate,  the Base CD Rate or the Federal Funds  Effective Rate
shall be effective  from and including the effective  date of such change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

"Amended  and  Restated  Effective  Date"  means the date on which the
conditions set forth in Section 4.01. A are satisfied.

"Announcement"  means  the  public  announcement  of the  Offer by the
issuance of the Press Release.

"Announcement Date" means the date of the Announcement.

"Applicable  Percentage"  means,  with  respect  to  any  Lender,  the
percentage of the total Commitments represented by such Lender's Commitment.  If
the Commitments have terminated or expired, the Applicable  Percentages shall be
determined based upon the Commitments most recently in effect,  giving effect to
any assignments.

"Applicable  Facility  Fee Rate" means,  for any day,  with respect to

5

Facility Fees payable  hereunder,  the applicable rate per annum set forth below
based upon reference to the Public Debt Rating as set forth below:

==============================================================================
Public Debt Rating                     Applicable Facility
S&P/Moody's                             Fee Rate
==============================================================================

Level I                                0.100%
> A- or A3
-

Level II                                0.125%
BBB+ or Baa1

Level III                               0.150%
BBB or Baa2

Level IV                                0.200%
BBB- or Baa3

Level V                                0.375%
< BBB- or Baa3

"Applicable Margin" means, for any day, with respect to any Eurodollar
Revolving  Loan, the applicable rate per annum set forth below under the caption
"Eurodollar  Spread" based upon reference to the Public Debt Rating as set forth
below:

==============================================================================
Public Debt Rating                      Eurodollar Spread
S&P/Moody's
==============================================================================

Level I                                0.400%
> A- or A3
-

Level II                                0.500%
BBB+ or Baa1

Level III                               0.725%
BBB or Baa2

Level IV                                0.800%
BBB- or Baa3

Level V                                1.125%
< BBB- or Baa3

"Applicable  Utilization Fee Rate" means, for any day, with respect to
Utilization  Fees payable  hereunder,  the  applicable  rate per annum set forth
below based upon reference to the Public Debt Rating as set forth below:

==============================================================================
Public Debt Rating                   Applicable Utilization
S&P/Moody's                             Fee Rate
==============================================================================

Level I                                0.050%
> A- or A3
-

Level II                                0.075%
BBB+ or Baa1

Level III                               0.125%
BBB or Baa2

Level IV                                0.125%
BBB- or Baa3

Level V                                0.250%
< BBB- or Baa3

"Assessment  Rate" means,  for any day, the annual  assessment rate in
effect  on such  day that is  payable  by a member  of the Bank  Insurance  Fund
classified  as  "well-capitalized"  and within  supervisory  subgroup  "B" (or a
comparable successor risk  classification)  within the meaning of 12 C.F.R. Part
327 (or any successor  provision) to the Federal Deposit  Insurance  Corporation
for  insurance  by such  Corporation  of time  deposits  made in  dollars at the
offices of such member in the United  States;  provided  that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid,  then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative  Agent to be representative of
the cost of such insurance to the Lenders.

"Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

"Availability  Period" means the period from and including the Closing

6

Date  to but  excluding  the  earlier  of the  Maturity  Date  and  the  date of
termination of the Commitments.

"Base CD Rate" means the sum of (a) the Three-Month  Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

"Board" means the Board of Governors of the Federal  Reserve System of
the United States of America.

"Borrowing"  means  (a)  Revolving  Loans  of  the  same  Type,  made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single  Interest  Period is in effect  or (b) a  Competitive  Loan or
group of  Competitive  Loans of the same  Type  made on the same  date and as to
which a single Interest Period is in effect.

"Borrowing Request" means a request by the Company for Revolving Loans
in accordance with Section 2.03.

"Business  Day" means any day that is not a Saturday,  Sunday or other
day on which  commercial  banks in New York City and  London are  authorized  or
required by law to remain  closed;  provided that the term  "Business Day" shall
also exclude when used in connection  with a Eurodollar  Loan,  any day on which
banks are not open for  dealings  in dollar  deposits  in the  London  interbank
market.

"Capital Lease" means,  with respect to any Person which is the lessee
thereunder,  any lease or charter of property, real or personal, which would, in
accordance with GAAP, be recorded as an asset under a capital lease on a balance
sheet of such Person.

"Capitalized  Lease  Obligation"  means, with respect to any Person on
any date,  the amount which would,  in  accordance  with GAAP, be recorded as an
obligation  under a Capital  Lease on a balance  sheet of such  Person as lessee
under such Capital  Lease as at such date.  For all purposes of this  Agreement,
Capitalized Lease Obligations shall be deemed to be Debt secured by a Lien.

"Certain  Funds   Committed   Amount"   means,   as  of  any  date  of
determination,  $2,000,000,000  or such lesser amount which when aggregated with
(i) all Offer  Borrowings  previously  advanced  and (ii) the  excess of (x) the
aggregate cash consideration paid to accepting Target  shareholders  pursuant to
the Offer which was funded  from a source of funds  other than Offer  Borrowings
over (y)  $600,000,000,  equals  $2,000,000,000.  It is hereby  acknowledged and
agreed  for the  avoidance  of  doubt,  notwithstanding  anything  herein to the
contrary,  that no provision  of this  Agreement  relating to the Certain  Funds
Committed Amount (including  without limitation  Sections 2.01(c),  2.08 and the
final two  paragraphs  of Article  VII) is  intended  to or shall  increase  the
Commitments.  Following the Offer  Termination Date, the Certain Funds Committed
Amount shall be zero.

"Certain Funds Period" means the period commencing on the Announcement
Date and ending on the earliest to occur of:

(a) the date on which  the  Offer  lapses  (having  not been  declared
unconditional in all respects) or is withdrawn or is referred as provided for in
paragraphs (c) or (d) of Appendix I of the Press Release;

(b) the date falling 15 days after the Offer Termination Date;

(c) the date falling 29 days after the Announcement  Date if the Offer
Document has not by then been posted,  or such longer period consented to by the
Panel but, in any event, no later than 60 days after the Announcement Date; and

(d)  the  earlier  of,  the  date  falling  7  1/2  months  after  the
Announcement  Date  and 60 days  after  the date on which  the  Company  becomes
entitled to effect Compulsory Acquisition in respect of the Shares.

"Change in Law" means (a) the adoption of any law,  rule or regulation
after the date of this Agreement,  (b) any change in any law, rule or regulation
or in the  interpretation or application  thereof by any Governmental  Authority
after the date of this  Agreement  or (c)  compliance  by any  Lender  (or,  for
purposes of Section  2.13(b),  by any  lending  office of such Lender or by such
Lender's  holding  company,  if any) with any  request,  guideline  or directive
(whether or not having the force of law) of any  Governmental  Authority made or
issued after the date of this Agreement.

"City Code" means the City Code on Takeovers and Mergers applicable to
the Offer.

"Class",  when used in reference to any Loan or  Borrowing,  refers to
whether such Loan, or the Loans  comprising such Borrowing,  are Revolving Loans
or Competitive Loans.

"Clean-up  Period" means the period commencing on the Closing Date and
ending on the date that is 120 days thereafter.

"Closing" means the satisfaction of all of the conditions specified in
Section 4.02.

"Closing Date" means the date on which the Closing occurs.

"Code" means the Internal  Revenue Code of 1986,  as amended from time
to time.

7

"Commitment"  means,  with respect to each Lender,  the  commitment of
such Lender to make Revolving  Loans, as such commitment may be (a) reduced from
time to time pursuant to Section 2.07 and (b) reduced or increased  from time to
time pursuant to assignments by or to such Lender  pursuant to Section 9.04. The
initial amount of each Lender's  Commitment is set forth on Schedule 2.01, or in
the Assignment  and Acceptance  pursuant to which such Lender shall have assumed
its Commitment, as applicable.

"Companies  Act" means the  Companies  Act of 1985, as in force in the
United Kingdom as amended from time to time.

"Company" has the meaning ascribed to it in the Preamble.

"Company   Capitalization  Ratio"  means,  on  any  date,  the  ratio,
expressed as a percentage, of (i) Total Consolidated Debt of the Company and its
Consolidated  Subsidiaries  on such  date to (ii)  Total  Capitalization  of the
Company and its Consolidated Subsidiaries on such date.

"Company  Subsidiary  Debt  Ratio"  means,  on any  date,  the  ratio,
expressed as a percentage,  of (i) Total Consolidated Subsidiary Debt less, (ii)
the  sum of (x)  to  the  extent  included  in  determining  Total  Consolidated
Subsidiary  Debt, the outstanding  Scheduled Debt (but excluding any refinancing
thereof that would constitute Total  Consolidated  Subsidiary Debt), plus (y) an
amount equal to 30% of any Scheduled Debt of Target and its Subsidiaries that is
refinanced  (including  through an exchange  offer)  through the issuance by the
Company of Debt that is not Total  Consolidated  Subsidiary Debt, to (iii) Total
Consolidated Assets of Company on such date.

"Competitive",  when used in reference to any Loan or Borrowing, means
that such  Loan,  or the Loans  comprising  such  Borrowing,  are being  made in
accordance with Section 2.04.

"Competitive  Bid" means an offer by a Competitive Loan Lender to make
a Competitive Loan in accordance with Section 2.04.

"Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable,  offered by the Competitive Loan Lender
making such Competitive Bid.

"Competitive   Bid  Request"  means  a  request  by  the  Company  for
Competitive Bids in accordance with Section 2.04.

"Competitive  Loan Lenders" means Lenders from time to time designated
as   Competitive   Loan  Lenders  by  the  Company  by  written  notice  to  the
Administrative  Agent (which notice the  Administrative  Agent shall transmit to
each such Competitive Lender).

"Compulsory  Acquisition" means the compulsory  acquisition  procedure
under Part XIIIA of the Companies Act.

"Consolidated  Current  Liabilities" means, with respect to any Person
on any date, all amounts which, in conformity with GAAP,  would be classified as
current  liabilities  on a  consolidated  balance  sheet of such  Person and its
Consolidated Subsidiaries as at such date.

"Consolidated  Intangibles"  means,  with respect to any Person on any
date, all assets of such Person and its Consolidated Subsidiaries, determined on
a  consolidated  basis,  that would,  in conformity  with GAAP, be classified as
intangible  assets  on a  consolidated  balance  sheet  of such  Person  and its
Consolidated  Subsidiaries  as at  such  date,  including,  without  limitation,
unamortized   debt   discount  and   expense,   unamortized   organization   and
reorganization  expense,  costs in excess of the fair  market  value of acquired
companies,  patents, trade or service marks,  franchises,  trade names, goodwill
and the amount of all write-ups in the book value of assets  resulting  from any
revaluation  thereof (other than  revaluations  arising out of foreign  currency
valuations in conformity with GAAP).

"Consolidated  Net Tangible Assets" means,  with respect to any Person
on any date, the amount equal to (a) the amount that would,  in conformity  with
GAAP, be included as assets on the consolidated balance sheet of such Person and
its  Consolidated  Subsidiaries  as at  such  date  minus  (b)  the  sum  of (i)
Consolidated  Intangibles  of such  Person  at such  date and (ii)  Consolidated
Current Liabilities of such Person at such date.

"Consolidated  Subsidiaries"  means, with respect to any Person on any
date, all Subsidiaries  and other entities whose accounts are consolidated  with
the accounts of such Person as of such date in accordance with the principles of
consolidation reflected in the audited financial statements of such Person as of
such date delivered in accordance with Section 5.01.

"Continuing Directors" has the meaning ascribed to it in Article VII.

"Contractual Obligation" means, as to any Person, any provision of any
security  issued  by  such  Person  or of any  agreement,  instrument  or  other
undertaking  to  which  such  Person  is a party  or by  which  it or any of its
property is bound.

"Control" means the possession,  directly or indirectly,  of the power
to direct or cause the  direction  of the  management  or  policies of a Person,
whether  through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

8

"Debt" means with respect to any Person (i)  indebtedness for borrowed
money   (including,   without   limitation,   indebtedness   evidenced  by  debt
securities);  (ii) obligations to pay the deferred purchase price of property or
services,  except trade  accounts  payable in the  ordinary  course of business;
(iii)  Capitalized  Lease  Obligations,  in the  case of  each of the  foregoing
clauses (i)  through  (iii),  for which such  Person or any of its  Consolidated
Subsidiaries  shall be liable as primary  obligor or under any  Guaranty  of any
such  indebtedness  or other such  obligations of an entity not included in such
Person's  consolidated  financial  statements and (iv) any such  indebtedness or
other such obligations of any entity not included in such Person's  consolidated
financial  statements  secured in any manner by any Lien upon any assets of such
Person or any of its  Consolidated  Subsidiaries;  provided that for purposes of
the  computation of any Debt under this Agreement  there shall be no duplication
of any item of primary or other  indebtedness  or other  obligation  referred to
herein above, whether such item reflects the indebtedness or other obligation of
such  Person  or any of  its  Consolidated  Subsidiaries  or of any  entity  not
included in such  Person's  consolidated  financial  statements;  and  provided,
further,  that when computing Debt of the Company under this Agreement the first
$100,000,000  in the  aggregate  for  which  the  Company  and its  Consolidated
Subsidiaries  shall be liable  under any  Guaranty of any such  indebtedness  or
other such  obligations of an entity not included in the Company's  consolidated
financial  statements  shall be  excluded  from the  computation  of Debt of the
Company.

"Default" means any event or condition  which  constitutes an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

"dollars"  or "$"  refers  to  lawful  money of the  United  States of
America. 

"Effective  Date" means the date on which the conditions  specified in
Section 4.01. B are satisfied (or waived in accordance with Section 9.02).

"Environmental  Laws"  means  any and all  federal,  state,  local and
foreign statutes,  laws,  regulations,  ordinances,  rules,  judgments,  orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental  restrictions  relating  to the  environment  or the release of any
materials into the environment.

"Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties  or   indemnities),   of  the  Company  or  any  of  its  Consolidated
Subsidiaries  directly or indirectly  resulting from or based upon (a) violation
of any Environmental  Law, (b) the generation,  use,  handling,  transportation,
storage,  treatment or disposal of any Hazardous Materials,  (c) exposure to any
Hazardous  Materials,  (d) the release or  threatened  release of any  Hazardous
Materials  into  the  environment  or  (e)  any  contract,  agreement  or  other
consensual  arrangement  pursuant to which  liability is assumed or imposed with
respect to any of the foregoing.

"ERISA" means the Employee  Retirement Income Security Act of 1974, as
amended from time to time.

"Eurodollar",  when used in reference to any Loan or Borrowing,  means
that such Loan, or the Loans comprising such Borrowing,  are bearing interest at
a rate  determined  by reference to the Adjusted LIBO Rate (or, in the case of a
Competitive Loan, the LIBO Rate).

"Event of Default"  has the  meaning  assigned to such term in Article
VII.

"Excluded Taxes" means, with respect to the Administrative  Agent, any
Lender or any other  recipient of any payment to be made by or on account of any
obligation of the Company  hereunder,  (a) income or franchise  taxes imposed on
(or  measured  by) its net income by the  United  States of  America,  or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal  office  is  located  or,  in the case of any  Lender,  in  which  its
applicable  lending  office is located,  (b) any branch profits taxes imposed by
the  United  States  of  America  or  any  similar  tax  imposed  by  any  other
jurisdiction  in which the  Company is located  and (c) in the case of a Foreign
Lender  (other  than an  assignee  pursuant  to a request by the  Company  under
Section  2.17(b)) or any foreign  branch or Affiliate of a Lender caused by such
Lender to make a Loan under Section 2.02(b), any withholding tax that is imposed
by the United States of America on amounts payable to such Foreign Lender at the
time such  Foreign  Lender  becomes a party to this  Agreement  or such  foreign
branch or  Affiliate  is caused to make such a Loan or is  attributable  to such
Foreign Lender's or such foreign branch's or Affiliate's failure or inability to
comply with Section  2.15(e),  except to the extent that such  Foreign  Lender's
assignor (if any) was entitled, at the time of assignment, to receive additional
amounts  from the  Company  with  respect to such  withholding  tax  pursuant to
Section 2.15(a).

"Existing Credit  Agreement" means the Credit  Agreement,  dated as of
May 20, 1997, among the Company,  Amerada Hess Limited,  Amerada Hess Norge A/S,
Amerada Hess A/S, the other subsidiary  borrowers and lenders party thereto, and
The Chase Manhattan Bank, as administrative agent thereunder.

"Facility A Certain  Funds  Committed  Amount"  shall have the meaning
ascribed to the term "Certain Funds  Committed  Amount" in the Facility A Credit
Agreement.

9

"Facility A Credit  Agreement"  means the  $1,000,000,000  Amended and
Restated  Revolving  Credit  Facility,  dated as of the date  hereof,  among the
Company, the lenders party thereto, Goldman Sachs Credit Partners L.P., as joint
book runner,  joint lead arranger and sole syndication  agent,  Chase Securities
Inc., as joint book runner and joint lead arranger and The Chase Manhattan Bank,
as administrative agent.

"Facility Fee" has meaning ascribed to it in Section 2.10(a).

"Federal  Funds  Effective  Rate"  means,  for any day,  the  weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding Business
Day by the  Federal  Reserve  Bank  of New  York,  or,  if  such  rate is not so
published for any day that is a Business Day, the average (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) of the  quotations  for such day for such
transactions  received  by the  Administrative  Agent from three  Federal  funds
brokers of recognized standing selected by it.

"Financial  Officer"  means,  with respect to the  Company,  the chief
financial officer,  principal accounting officer, treasurer or controller of the
Company.

"Fixed Rate" means, with respect to any Competitive Loan (other than a
Eurodollar  Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

"Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

"Foreign  Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Company is located.  For purposes of
this  definition,  the United  States of  America,  each State  thereof  and the
District of Columbia shall be deemed to constitute a single jurisdiction.

"GAAP" means for all purposes  hereof  generally  accepted  accounting
principles in the United States of America.

"Governmental  Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local,  and any agency,  authority,  instrumentality,  regulatory  body,  court,
central  bank or  other  entity  exercising  executive,  legislative,  judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

"Guaranty" by any Person means any direct or indirect  undertaking  to
assume,  guaranty,  endorse,  contingently agree to purchase or to provide funds
for the payment of, or otherwise  become liable in respect of, any obligation of
any other  Person,  excluding  endorsements  for  collection  or  deposit in the
ordinary course of business.

"Hazardous Materials" means all explosive or radioactive substances or
wastes  and all  hazardous  or toxic  substances,  wastes  or other  pollutants,
including  petroleum or petroleum  distillates,  asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

"Indemnified   Taxes"   means   Taxes  other  than   Excluded   Taxes.

"Indemnitee" shall have the meaning ascribed to it in Section 9.03.

"Information" shall have the meaning ascribed to it in Section 9.12.

"Interest  Election Request" means a request by the Company to convert
or continue a Revolving Borrowing in accordance with Section 2.06.

"Interest  Payment  Date" means (a) with respect to any ABR Loan,  the
last day of each March,  June,  September and December,  (b)with  respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar  Borrowing with an
Interest  Period of more than  three  months'  duration,  each day  during  such
Interest  Period that occurs at intervals of three  months'  duration  after the
first day of such Interest Period,  and (c) with respect to any Fixed Rate Loan,
the last day of the Interest  Period  applicable  to the Borrowing of which such
Loan is a part  and,  in the case of a Fixed  Rate  Borrowing  with an  Interest
Period  of more  than 90  days'  duration  (unless  otherwise  specified  in the
applicable  Competitive  Bid  Request),  each day  prior to the last day of such
Interest  Period that occurs at intervals of 90 days'  duration  after the first
day of such  Interest  Period,  and any other  dates that are  specified  in the
applicable  Competitive  Bid Request as Interest  Payment  Dates with respect to
such Borrowing.

"Interest Period" means (a) with respect to any Eurodollar  Borrowing,
the  period  commencing  on  the  date  of  such  Borrowing  and  ending  on the
numerically corresponding day in the calendar month that is 7 days (if generally
available),  one, two, three or six months thereafter,  as the Company may elect
and (b) with respect to any Fixed Rate Borrowing, the period (which shall not be
less than 7 days or more than 360 days) commencing on the date of such Borrowing
and ending on the date  specified  in the  applicable  Competitive  Bid Request;
provided,  that (i) if any  Interest  Period  would  end on a day  other  than a

10

Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business  Day unless,  in the case of a  Eurodollar  Borrowing  only,  such next
succeeding  Business Day would fall in the next  calendar  month,  in which case
such  Interest  Period shall end on the next  preceding  Business  Day, (ii) any
Interest Period pertaining to a Eurodollar  Borrowing that commences on the last
Business Day of a calendar  month (or on a day for which there is no numerically
corresponding  day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest  Period and
(iii) except with respect to any Competitive Loan Lender which otherwise agrees,
any  Interest  Period that  otherwise  would  extend  beyond the  Maturity  Date
applicable  to any Lender  shall end on the  Maturity  Date  applicable  to such
Lender. For purposes hereof, the date of a Borrowing initially shall be the date
on which  such  Borrowing  is made and,  in the case of a  Revolving  Borrowing,
thereafter  shall  be the  effective  date  of the  most  recent  conversion  or
continuation of such Borrowing.

"Lenders"  means the  Persons  listed on  Schedule  2.01 and any other
Person  that shall have become a party  hereto  pursuant  to an  Assignment  and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

"LIBO Rate" means,  with respect to each Interest Period pertaining to
a Eurodollar Loan, the rate per annum determined by the Administrative  Agent to
be the offered  rate for  deposits  in dollars  with a term  comparable  to such
Interest Period that appears on the Telerate Page at  approximately  11:00 a.m.,
London time,  two Business Days prior to the beginning of such Interest  Period;
provided, however, that if at any time for any reason such offered rate does not
appear on the Telerate  Page,  "LIBO Rate" shall mean,  with respect to each day
during each Interest Period  pertaining to a Eurodollar Loan, the rate per annum
equal  to the  average  (rounded  upward  to  the  nearest  1/100  of 1%) of the
respective rates notified to the  Administrative  Agent by each of the Reference
Bank as the rate at which such Reference  Lender is offered  deposits in dollars
at or about 11:00 a.m., London time, two Business Days prior to the beginning of
such Interest  Period in the London  interbank  market for delivery on the first
day of such Interest Period for the number of days comprised therein.

"Lien" means any mortgage,  pledge,  security  interest,  encumbrance,
lien  or  charge  of any  kind  (including  any  agreement  to  give  any of the
foregoing),  any  conditional  sale or other title retention  agreement,  or any
lease in the nature thereof.

"Loan  Documents"  means,  collectively,  this Agreement and all other
agreements,  instruments  and  documents  executed in  connection  wherewith and
therewith,  in each  case as the  same may be  amended,  restated,  modified  or
otherwise supplemented from time to time.

"Loans" means the loans made by the Lenders to the Company pursuant to
this Agreement.

"Margin" means,  with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate,  the marginal rate of interest,  if any, to be
added to or  subtracted  from the LIBO Rate to  determine  the rate of  interest
applicable  to such Loan,  as  specified  by the Lender  making such Loan in its
related Competitive Bid.

"Margin Stock" shall have the meaning  provided in Regulation U of the
Board.

"Material  Adverse  Effect" means (a) when used in any  representation
and  warranty or covenant of the Company on and as of the  Effective  Date,  any
event,  development or circumstance that has had or could reasonably be expected
to have a material  adverse  effect on (i) the  business,  assets,  property  or
financial condition of the Company and its Consolidated  Subsidiaries taken as a
whole,  or (ii) the validity or  enforceability  of this Agreement or the rights
and remedies of the  Administrative  Agent and the Lenders hereunder and (b)when
used in any  representation  and warranty or covenant of the Company on any date
after the Effective Date, any change in the consolidated  financial condition or
operations of the Company and its Consolidated  Subsidiaries from that set forth
in the  consolidated  balance sheet of the Company dated as of December 31, 1999
that is likely to  materially  and  adversely  affect the  Company's  ability to
comply  with  Section  6.01 or to perform its other  obligations  to the Lenders
under this Agreement.

"Material  Indebtedness"  means  Debt  (other  than the  Loans) of the
Company in an aggregate principal amount exceeding $10,000,000.

"Maturity Date" means the fifth year anniversary of the date hereof.

"Moody's" means Moody's Investors Service, Inc.

"Note" has the meaning ascribed to it in Section 2.08(e).

"Offer"  means  the  offer  for  the  Shares  described  in the  Offer
Document.

"Offer  Borrowings"  means  each  Borrowing  used or to be used by the
Company  to  fund  the  purchase  by  Company  of  the  Shares  pursuant  to (i)
acceptances of the Offer and (ii) Part XIIIA of the Companies Act.

"Offer   Document"   means  the   document  to  be  delivered  to  the
shareholders of Target  containing the offer for the Shares,  as the same may be
amended, revised or renewed.

11

"Offer Termination Date" means, in relation to the Offer, the earliest
date (as  notified  by the  Company to the  Administrative  Agent in writing) on
which all of the following have occurred:

(a) all payments in respect of  acceptances of the cash element of the
Offer have been made in full;

(b) no further such acceptances are possible; and

(c) all  procedures  under  sections 428 - 430(f) of the Companies Act
which are capable of being  implemented  have been  completed  and all  payments
under those procedures required to made by the Company have been made in full.

"Other  Borrowings"  means all Borrowings other than Offer Borrowings,
being Borrowings to fund (i) the working capital and general  corporate needs of
the  Company  and its  Subsidiaries  and (ii) fees and  expenses  related to the
Acquisition.

"Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property  taxes,  charges or similar levies arising
from any payment made hereunder or from the  execution,  delivery or enforcement
of, or otherwise with respect to, this Agreement.

"Outstanding   Approvals"  means  all  material   authorizations  from
Governmental Authorities the obtaining of which are conditions in the Offer.

"Panel" means the U.K. Panel on Takeovers and Mergers.

"Participant" has the meaning ascribed to it in Section 9.04.

"Permitted Encumbrances" means with respect to the Company:

(a) Liens  imposed  by law for taxes that are not yet due or are being
contested in good faith by appropriate  proceedings and as to which  appropriate
reserves have been set aside in accordance with GAAP;

(b)  carriers',   warehousemen's,   mechanics',   materialmen's,   and
repairmen's  Liens,  Liens for crew's  wages or salvage  (or making  deposits to
release such Liens) and other like Liens imposed by law, arising in the ordinary
course of business and securing obligations that are not overdue by more than 30
days or are being  contested in good faith by appropriate  proceedings and as to
which appropriate reserves have been set aside in accordance with GAAP;

(c) Liens on standard  industry  terms  imposed by charter  parties or
under contracts of affreightment;

(d) Liens  arising out of judgments  or awards  against the Company or
any of its Consolidated  Subsidiaries  with respect to which the Company or such
Subsidiary at the time shall  currently be  prosecuting an appeal or proceedings
for review and with  respect to which it shall have  secured a stay of execution
pending such appeal or proceedings for review;

(e) pledges and deposits  made in the  ordinary  course of business in
compliance with workers'  compensation,  unemployment insurance and other social
security laws or regulations;

(f)  deposits  to secure the  performance  of bids,  trade  contracts,
leases,  statutory  obligations,  surety and appeal bonds or performance  bonds,
margin posted to secure payment or performance  under futures,  forwards or Swap
Agreements, and other obligations of a like nature, in each case in the ordinary
course of business;

(g)  easements,   zoning   restrictions,   rights-of-way  and  similar
encumbrances  on real  property and  imperfections  of titles  imposed by law or
arising in the  ordinary  course of  business  that do not  secure any  monetary
obligations  and do not  materially  detract  from  the  value  of the  affected
property or interfere  with the  ordinary  conduct of business of the Company or
any of its Consolidated Subsidiaries;

(h) Liens on any oil and/or gas properties or other mineral  interests
of the Company or any of its  Consolidated  Subsidiaries,  whether  developed or
undeveloped,  arising (i) as security  for the  Company's  or such  Subsidiary's
costs  and  expenses   incurred  by  it  in  connection  with  the  exploration,
development  or  operation  of such  properties,  in favor  of a  person  who is
conducting the exploration, development or operation of such properties, or (ii)
in connection with farmout, dry hole, bottom hole, communitization, unitization,
pooling and operating  agreements and/or other agreements of like general nature
incident to the  acquisition,  exploration,  development  and  operation of such
properties  or as required by regulatory  agencies  having  jurisdiction  in the
premises; and

(i) overriding royalties,  royalties, production payments, net profits
interests  or like  interests to be paid out of  production  from oil and/or gas
properties or other mineral  interests of the Company or any of its Consolidated
Subsidiaries,  or to be paid  out of the  proceeds  from  the  sale of any  such
production;

provided  that the term  "Permitted  Encumbrances"  shall not  include  any Lien
securing Debt.

"Person"  means any natural  person,  corporation,  limited  liability

12

company, trust, joint venture, association,  company, partnership,  Governmental
Authority or other entity.

"Press Release" means the United Kingdom press release of the Company,
dated as of the Announcement Date in the form and substance  previously approved
by the Syndication Agent, and by which the Offer is or is to be announced.

"Prime Rate" means the rate of interest per annum  publicly  announced
from  time to time by the  Reference  Bank as its  prime  rate in  effect at its
principal  office in New York  City;  each  change in the  Prime  Rate  shall be
effective from and including the date such change is publicly announced as being
effective.

"Prior Facility B Credit Agreement" shall have the meaning ascribed to
it in the Recitals.

"Public Debt Rating" means, the ratings  (whether  explicit or, if not
explicit,  implied)  assigned by S&P and Moody's to Company's  senior  unsecured
non-credit  enhanced long term debt. For purposes of the foregoing,  (a) if only
one of S&P and Moody's shall have in effect a Public Debt Rating, the Applicable
Facility Fee Rate,  Applicable  Margin and the Applicable  Utilization  Fee Rate
shall be determined by reference to the available rating; (b) if neither S&P nor
Moody's shall have in effect a Public Debt Rating,  the Applicable  Facility Fee
Rate,  Applicable Margin and the Applicable  Utilization Fee Rate will be set in
accordance with Level V under the definition of "Applicable  Facility Fee Rate",
"Applicable  Margin" or "Applicable  Utilization  Fee Rate", as the case may be;
(c) if the ratings  established  by S&P and Moody's shall fall within  different
levels,  the  Applicable  Facility  Fee  Rate,  the  Applicable  Margin  and the
Applicable  Utilization Fee Rate shall be based upon the higher of such ratings,
provided  that if the lower of such  ratings  is more  than one level  below the
higher of such ratings, the Applicable Facility Fee Rate,  Applicable Margin and
the  Applicable  Utilization  Fee Rate shall be  determined  by reference to the
level that is one level  above such lower  rating,  provided,  further,  that if
either of the ratings  established  by S&P or Moody's shall fall within Level V,
the  Applicable  Facility Fee Rate,  the  Applicable  Margin and the  Applicable
Utilization Fee Rate will be set in accordance with Level V under the definition
of  "Applicable   Facility  Fee  Rate",   "Applicable   Margin"  or  "Applicable
Utilization Fee Rate", as the case may be; (d) if any rating  established by S&P
or Moody's  shall be changed,  such change  shall be effective as of the date on
which such change is first  announced  publicly by the rating agency making such
change;  and (e) if S&P or Moody's  shall change the basis on which  ratings are
established,  each  reference  to the Public  Debt  Rating  announced  by S&P or
Moody's, as the case may be, shall refer to the then equivalent rating by S&P or
Moody's, as the case may be.

"Reference Bank" means The Chase Manhattan Bank, or such other bank or
banks as may from time to time be  designated by the Company and approved by the
Administrative Agent.

"Register" has the meaning ascribed to it in Section 9.04.

"Related Parties" means,  with respect to any specified  Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

"Required  Lenders" means, (a) at any time prior to the termination of
the Commitments pursuant to Article VII, Lenders having Commitments representing
at least 51% of the  aggregate  Commitments  at such time  (provided  that,  for
purposes of declaring  the Loans to be due and payable  pursuant to Article VII,
the  outstanding  Competitive  Loans of the  Lenders  shall be included in their
respective  Commitments  in  determining  the Required  Lenders) and (b) for all
purposes  after the  termination  of the  Commitments  pursuant to Article  VII,
Lenders  having  outstanding  Loans  representing  at least 51% of the aggregate
outstanding principal amount of Loans.

"Revolving  Credit Exposure" means,  with respect to any Lender at any
time, the outstanding principal amount of such Lender's Revolving Loans.

"Revolving Loan" means a Loan made pursuant to Section 2.03.

"S&P"  means  Standard  & Poor's  Ratings  Group,  a  division  of The
McGraw-Hill Companies, Inc., or any successor thereto.

"SEC" shall mean the Securities and Exchange Commission.

"Scheduled Debt" has the meaning ascribed to it in Section 3.10(a).

"Scheduled  Target  Liens" has the  meaning  ascribed to it in Section
3.10(b).

"Shares"  means the  outstanding  share capital of Target to which the
Offer relates as defined in the Press Release.

"Significant Subsidiary" shall mean, with respect to any Person on any
date, a  Consolidated  Subsidiary of such Person that as of such time  satisfies
the definition of a "significant  subsidiary" contained as of the date hereof in
Regulation S-X of the SEC.

"Statutory  Reserve  Rate" means a fraction  (expressed as a decimal),
the  numerator  of which is the number one and the  denominator  of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal,  special,  emergency or supplemental  reserves) expressed as a decimal

13

established by the Board to which the  Administrative  Agent is subject (a) with
respect to the Base CD Rate,  for new  negotiable  nonpersonal  time deposits in
dollars of over $100,000 with maturities approximately equal to three months and
(b) with respect to the Adjusted LIBO Rate,  for eurodollar  funding  (currently
referred to as  "Eurocurrency  Liabilities" in Regulation D of the Board).  Such
reserve  percentages  shall include those imposed pursuant to such Regulation D.
Eurodollar  Loans shall be deemed to constitute  eurocurrency  funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions  or  offsets  that may be  available  from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

"Subsidiary"  means,  with respect to any Person (the "parent") at any
date, any corporation,  limited liability company,  partnership,  association or
other entity (a) of which securities or other ownership  interests  representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in
the case of a partnership,  more than 50% of the general  partnership  interests
are,  as of such date,  owned,  controlled  or held,  or (b) that is, as of such
date,  otherwise  Controlled,  by the parent or one or more  Subsidiaries of the
parent or by the parent and one or more Subsidiaries of the parent.

"Swap Agreement"  means any interest rate,  currency or commodity swap
agreement  or other  interest  rate,  currency  or  commodity  price  protection
agreement capable of financial settlement only.

"Swap  Payment  Obligation"  means,  with  respect to any  Person,  an
obligation of such Person to pay money,  either in respect of a periodic payment
or upon  termination,  to a counterparty  under a Swap  Agreement,  after giving
effect to any netting arrangements between such Person and such counterparty and
such Person's  rights of set-off in respect of such  obligation  provided for in
such Swap Agreement.

"Syndication Agent" has the meaning ascribed to it in the Preamble.

"Target" has the meaning ascribed to it in the Preamble.

"Taxes"  means any and all present or future taxes,  levies,  imposts,
duties,  deductions,   charges  or  withholdings  imposed  by  any  Governmental
Authority.

"Telerate  Page" means the display  designated as Page 3750 on the Dow
Jones  Markets  System  (or such  other  page as may  replace  such page on such
service for the purpose of  displaying  the rates at which  dollar  deposits are
offered by leading banks in the London interbank deposit market).

"Three-Month  Secondary  CD Rate" means,  for any day,  the  secondary
market rate for three-month  certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding  Business
Day) by the Board through the public  information  telephone line of the Federal
Reserve  Bank of New York (which rate will,  under the current  practices of the
Board, be published in Federal Reserve  Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding  Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received at  approximately  10:00 a.m.,  New York City time, on such day (or, if
such day is not a  Business  Day,  on the next  preceding  Business  Day) by the
Administrative  Agent from three  negotiable  certificate of deposit  dealers of
recognized standing selected by it.

"Total  Capitalization",  of any Person on any date,  means the sum of
(i) Total  Consolidated Debt of such Person on such date and (ii)  shareholders'
equity of such  Person  on such  date,  determined  on a  consolidated  basis in
accordance with GAAP.

"Total  Consolidated  Assets",  of any  Person on any date,  means the
total  assets of such  Person and its  Consolidated  Subsidiaries  on such date,
determined on a consolidated basis in accordance with GAAP.

"Total  Consolidated  Debt", of any Person on any date, means all Debt
of such Person and its Consolidated  Subsidiaries on such date,  determined on a
consolidated basis in accordance with GAAP.

"Total  Consolidated  Subsidiary Debt" means Total  Consolidated  Debt
excluding Debt of the Company with respect to which no Subsidiary of the Company
is contractually obligated.

"Total  Exposure"  means,  with respect to any Lender at any time, the
sum of (i) the Revolving  Credit  Exposure of such Lender and (ii) the aggregate
outstanding principal amount of such Lender's Competitive Loans.

"Transactions"  means each of the execution,  delivery and performance
by the Company of this  Agreement,  the  borrowing  of Loans  hereunder  and the
consummation of the Offer and the Acquisition.

"Type",  when used in  reference to any Loan or  Borrowing,  refers to
whether  the rate of  interest  on such Loan,  or on the Loans  comprising  such
Borrowing,  is determined by reference to the Adjusted LIBO Rate,  the Alternate
Base Rate or, in the case of a Competitive Loan or Borrowing, the LIBO Rate or a
Fixed Rate.

"Utilization Fee" has the meaning ascribed to it in Section 2.10(b).

14

"Whitewash Procedure" means the procedure to be undertaken pursuant to
the  Companies  Act in order to make use of the  private  company  exemption  to
prohibitions   against   financial   assistance   thereunder.    

SECTION 1.02. Classification of Loans and Borrowings.  For purposes of
this  Agreement,  Loans may be  classified  and  referred to by Class  (e.g.,  a
"Revolving  Loan") or by Type (e.g.,  a "Eurodollar  Loan") or by Class and Type
(e.g., a "Eurodollar  Revolving  Loan").  Borrowings  also may be classified and
referred  to by Class  (e.g.,  a  "Revolving  Borrowing")  or by Type  (e.g.,  a
"Eurodollar  Borrowing")  or by Class and Type (e.g.,  a  "Eurodollar  Revolving
Borrowing").

SECTION 1.03. Terms  Generally.  The definitions of terms herein shall
apply  equally to the singular and plural forms of the terms  defined.  Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person  shall be  construed  to include  such  Person's  permitted
successors and assigns,  (c) the words "herein",  "hereof" and "hereunder",  and
words of similar  import,  shall be construed to refer to this  Agreement in its
entirety and not to any particular  provision hereof,  (d) all references herein
to Articles,  Sections,  Exhibits and  Schedules  shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this  Agreement and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect  and to  refer  to  any  and  all  tangible  and  intangible  assets  and
properties, including cash, securities, accounts and contract rights.

SECTION 1.04.  Accounting Terms;  GAAP. Except as otherwise  expressly
provided  herein,  all  terms of an  accounting  or  financial  nature  shall be
construed  in  accordance  with GAAP,  as in effect from time to time;  provided
that, if the Company notifies the Administrative Agent that the Company requests
an  amendment  to any  provision  hereof to  eliminate  the effect of any change
occurring  after the date  hereof in GAAP or in the  application  thereof on the
operation of such provision (or if the Administrative Agent notifies the Company
that the Required  Lenders request an amendment to any provision hereof for such
purpose),  regardless  of whether any such notice is given  before or after such
change  in GAAP or in the  application  thereof,  then such  provision  shall be
interpreted  on the basis of GAAP as in effect and  applied  immediately  before
such  change  shall have  become  effective  until such  notice  shall have been
withdrawn  or such  amendment  is  rejected  or such  provision  is  amended  in
accordance herewith.

ARTICLE II

The Credits

SECTION 2.01.  Commitments.  Subject to the terms and  conditions  set
forth herein and, in particular  during the Certain Funds Period with respect to
Offer Borrowings,  the penultimate  paragraph of Article VII, each Lender agrees
to make Revolving Loans to the Company from time to time during the Availability
Period  in an  aggregate  principal  amount  not  exceeding  the  amount of such
Lender's Commitment; provided, that after giving effect to each Revolving Credit
Loan (a) no Lender's  Revolving  Credit  Exposure  shall  exceed  such  Lender's
Commitment,  (b) the sum of the Total  Exposures  of all the  Lenders  shall not
exceed  the sum of the  Commitments  of all  Lenders  or (c) in the case only of
Loans  constituting Other Borrowings during the Certain Funds Period, the sum of
the total  Revolving  Credit  Exposures plus the aggregate  principal  amount of
outstanding  Competitive Loans plus the Certain Funds Committed Amount shall not
exceed the total  Commitments  of all Lenders.  Within the foregoing  limits and
subject to the terms and  conditions  set forth herein,  the Company may borrow,
prepay and reborrow Revolving Loans.

SECTION 2.02.  Loans and Borrowings.  (a) Each Revolving Loan shall be
made as part of a Borrowing  consisting of Revolving  Loans made by the Lenders,
ratably in accordance with their respective  Commitments.  Each Competitive Loan
shall be made in accordance  with the  procedures set forth in Section 2.04. The
failure  of any  Lender  to make any Loan  required  to be made by it shall  not
relieve  any  other  Lender  of its  obligations  hereunder;  provided  that the
Commitments and Competitive  Bids of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

(b) Subject to Section 2.12,  (i) each  Revolving  Borrowing  shall be
comprised  entirely of ABR Loans or Eurodollar  Loans as the Company may request
in  accordance  herewith  and  shall be in  dollars  and (ii)  each  Competitive
Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans as
the Company may request in  accordance  herewith  and shall be in dollars.  Each
Lender at its option may make any Loan by causing any domestic or foreign branch
or  Affiliate  of such Lender to make such Loan;  provided  that any exercise of
such option shall not affect the obligation of the Company to repay such Loan in
accordance with the terms of this Agreement.

(c) At the  commencement  of each Interest  Period for any  Eurodollar
Revolving  Borrowing,  such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $10,000,000.  At the time that
each ABR Revolving  Borrowing is made,  such Borrowing  shall be in an aggregate

15

amount that is an integral multiple of $1,000,000 and not less than $10,000,000;
provided that an ABR Revolving  Borrowing may be in an aggregate  amount that is
equal to the entire unused balance of the total  Commitments.  Each  Competitive
Borrowing  shall be in an  aggregate  amount  that is an  integral  multiple  of
$1,000,000 and not less than  $10,000,000.  Borrowings of more than one Type and
Class may be outstanding at the same time;  provided that there shall not at any
time be more than a total of 10 outstanding Eurodollar Revolving Borrowings.

(d) Notwithstanding any other provision of this Agreement, the Company
shall not be  entitled  to  request,  or to elect to  convert or  continue,  any
Borrowing if the Interest Period  requested with respect thereto would end after
the Maturity Date.

SECTION  2.03.  Requests  for  Revolving  Borrowings.   To  request  a
Revolving  Borrowing,  the Company shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar  Borrowing,  not later than
11:00  a.m.,  New York City time,  three  Business  Days  before the date of the
proposed Borrowing or (b) in the case of any ABR Borrowing, not later than 11:00
a.m.,  New York City time, on the Business Day of the proposed  Borrowing.  Each
such  telephonic  Borrowing  Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative  Agent at its office
set forth in Section 9.01 of a written  Borrowing  Request in a form approved by
the  Administrative  Agent and signed by the Company.  Each such  telephonic and
written Borrowing Request shall specify the following  information in compliance
with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

(iv) in the  case of a  Eurodollar  Borrowing,  the  initial  Interest
Period to be applicable  thereto,  which shall be a period  contemplated by
the definition of the term "Interest Period"; and

(v) the  location and number of the  Company's  account to which funds
are to be disbursed,  which shall comply with the  requirements  of Section
2.05.

If no election as to the Type of  Revolving  Borrowing  is  specified,  then the
requested Revolving  Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing,  then
the Company shall be deemed to have  selected an Interest  Period of one month's
duration.  Promptly  following receipt of a Borrowing Request in accordance with
this Section,  the Administrative  Agent shall advise each Lender of the details
thereof  and of the  amount  of  such  Lender's  Loan  to be made as part of the
requested Borrowing.

SECTION 2.04. Bid Procedure for Competitive  Loans. (a) Subject to the
terms and conditions set forth herein, from time to time during the Availability
Period the Company may request  Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow  Competitive Loans;  provided,
that (i)  after  giving  effect  to each  Competitive  Loan the sum of the Total
Exposures of all the Lenders shall not exceed the sum of the  Commitments of all
Lenders,  (ii) during the Certain Funds Period,  the Revolving  Credit Exposures
plus the aggregate  principal amount of outstanding  Competitive  Loans plus the
Certain Funds  Committed  Amount shall not exceed the total  Commitments  of all
Lenders  and (iii)  Competitive  Loans  shall not be made for  purposes of Offer
Borrowings.   To  request   Competitive  Bids,  the  Company  shall  notify  the
Administrative  Agent at its office set forth in Section 9.01 of such request by
telephone, (i) in the case of a Eurodollar Competitive Borrowing, not later than
11:00  a.m.,  New York City  time,  four  Business  Days  before the date of the
proposed  Borrowing  and (ii) in the case of a Fixed Rate  Borrowing,  not later
than 10:00 a.m.,  New York City time,  one  Business  Day before the date of the
proposed  Borrowing.  Each such  telephonic  Competitive  Bid  Request  shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written  Competitive Bid Request in a form approved by the Administrative  Agent
and signed by the Company.  Each such  telephonic  and written  Competitive  Bid
Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii)  whether such  Borrowing  is to be a  Eurodollar  Borrowing or a
Fixed Rate Borrowing;

(iv) the Interest  Period to be  applicable to such  Borrowing,  which
shall be a period  contemplated  by the  definition  of the term  "Interest
Period";

(v) the maturity date of such  Borrowing,  which shall be no less than
seven and no more than 360 days from the  requested  drawdown  date of such
Borrowing; and

(vi) the location and number of the  Company's  account to which funds
are to be disbursed,  which shall comply with the  requirements  of Section
2.05.

Promptly  following receipt of a Competitive Bid Request in accordance with this

16

Section,  the Administrative  Agent shall notify the Competitive Loan Lenders of
the details thereof by telecopy, inviting the Competitive Loan Lenders to submit
Competitive Bids.

(b)  Each  Competitive  Loan  Lender  may  (but  shall  not  have  any
obligation to) make one or more Competitive Bids to the Company in response to a
Competitive Bid Request.  Each Competitive Bid by a Competitive Loan Lender must
be in a form  approved by the  Administrative  Agent and must be received by the
Administrative Agent at its office set forth in Section 9.01 by telecopy, (i) in
the case of a Eurodollar  Competitive  Borrowing,  not later than 9:30 a.m., New
York City time,  three  Business Days before the date of the proposed  Borrowing
and (ii) in the case of a Fixed Rate  Borrowing,  not later than 9:30 a.m.,  New
York City time, on the proposed date of such Competitive Borrowing.  Competitive
Bids  that  do  not  conform   substantially   to  the  form   approved  by  the
Administrative  Agent  may be  rejected  by the  Administrative  Agent,  and the
Administrative Agent shall notify the applicable Competitive Loan Lender of such
rejection as promptly as practicable. Each Competitive Bid shall specify (i) the
principal  amount  (which  shall be a  minimum  of  $5,000,000  and an  integral
multiple of $1,000,000  and which may equal the entire  principal  amount of the
Competitive Borrowing requested by the Company) of the Competitive Loan or Loans
that the  Competitive  Loan Lender is willing to make,  (ii) the Competitive Bid
Rate or Rates at which the Competitive Loan Lender is prepared to make such Loan
or Loans  (expressed as a percentage  rate per annum in the form of a decimal to
no more than four decimal  places) and (iii) the Interest  Period  applicable to
each such Loan and the last day thereof.

(c) The  Administrative  Agent  shall  promptly  notify the Company by
telecopy of the Competitive Bid Rate and the principal  amount specified in each
Competitive  Bid and the  identity  of the  Lender  that  shall  have  made such
Competitive Bid.

(d) Subject only to the provisions of this paragraph,  the Company may
accept  or  reject  any   Competitive   Bid.   The  Company   shall  notify  the
Administrative  Agent by telephone,  confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject  each  Competitive  Bid,  (i) in the  case  of a  Eurodollar  Competitive
Borrowing,  not later than 10:30 a.m.,  New York City time,  three Business Days
before the date of the proposed  Borrowing  and (ii) in the case of a Fixed Rate
Borrowing,  not later than 10:30 a.m.,  New York City time, on the proposed date
of such Competitive  Borrowing;  provided that (i) the failure of the Company to
give such notice shall be deemed to be a rejection of each Competitive Bid, (ii)
the Company shall not accept a Competitive Bid made at a particular  Competitive
Bid Rate if the Company  rejects a Competitive  Bid made at a lower  Competitive
Bid Rate,  (iii) the aggregate  amount of the  Competitive  Bids accepted by the
Company  shall not  exceed the  aggregate  amount of the  requested  Competitive
Borrowing specified in the related  Competitive Bid Request,  (iv) to the extent
necessary  to comply with clause (iii) of this  proviso,  the Company may accept
Competitive Bids at the same Competitive Bid Rate in part, which acceptance,  in
the case of multiple  Competitive  Bids at such  Competitive Bid Rate,  shall be
made pro rata in accordance  with the amount of each such  Competitive  Bid, and
(v) except  pursuant to clause (iv) above,  no Competitive Bid shall be accepted
for a Competitive Loan unless such  Competitive  Loan is in a minimum  principal
amount of $5,000,000 and an integral  multiple of $1,000,000;  provided  further
that if a Competitive Loan must be in an amount less than $5,000,000  because of
the provisions of clause (iv) above,  such Competitive Loan may be for a minimum
of $1,000,000 or any integral multiple thereof,  and in calculating the pro rata
allocation  of  acceptances  of  portions  of  multiple  Competitive  Bids  at a
particular  Competitive  Bid Rate  pursuant to clause (iv) the amounts  shall be
rounded to  integral  multiples  of  $1,000,000  in a manner  determined  by the
Company.  A notice  given by the  Company  pursuant to this  paragraph  shall be
irrevocable.

(e) The Administrative Agent shall promptly notify each bidding Lender
by telecopy  whether or not its  Competitive  Bid has been accepted (and, if so,
the amount and  Competitive Bid Rate so accepted),  and each  successful  bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

(f) If the  Administrative  Agent shall elect to submit a  Competitive
Bid in its capacity as a Lender,  it shall submit such  Competitive Bid directly
to the  Company at least one quarter of an hour  earlier  than the time by which
the other Competitive Loan Lenders are required to submit their Competitive Bids
to the Administrative Agent pursuant to paragraph (b) of this Section.

SECTION 2.05.  Funding of  Borrowings  (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately  available  funds to the  account of the  Administrative  Agent most
recently  designated  by it for such  purpose  by  notice to the  Lenders;  such
transfers  shall be made by (x)  12:00  Noon,  New York City time in the case of
Borrowings  other than ABR Borrowings and (y) 2:00 PM, New York City time in the
case of ABR Borrowings on the date such Loan is made. The  Administrative  Agent
will make such  amounts  available  to the  Company by  promptly  crediting  the
amounts so received,  in like funds, to an account of the Company  designated by
the Company in the applicable Borrowing Request or Competitive Bid Request.

(b) Unless the Administrative  Agent shall have received notice from a
Lender prior to the  proposed  date of any  Borrowing  that such Lender will not
make  available  to  the  Administrative  Agent  such  Lender's  share  of  such
Borrowing,  the  Administrative  Agent may assume that such Lender has made such
share  available on such date in accordance  with  paragraph (a) of this Section
and may, in  reliance  upon such  assumption,  make  available  to the Company a
corresponding  amount. In such event, if a Lender has not in fact made its share

17

of the applicable  Borrowing  available to the  Administrative  Agent,  then the
applicable Lender and the Company  severally agree to pay to the  Administrative
Agent forthwith on demand such corresponding  amount with interest thereon,  for
each day from and  including  the date  such  amount  is made  available  to the
Company to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the Federal Funds Effective Rate or (ii) in the case
of the Company,  the interest rate  applicable to ABR Loans. If such Lender pays
such amount to the Administrative  Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

SECTION  2.06.   Interest  Elections  (a)  Each  Revolving   Borrowing
initially  shall be of the Type  specified in the applicable  Borrowing  Request
and,  in the case of a  Eurodollar  Revolving  Borrowing,  shall have an initial
Interest Period as specified in such Borrowing Request.  Thereafter, the Company
may elect to convert  such  Borrowing  to a different  Type or to continue  such
Borrowing  and,  in the case of a  Eurodollar  Revolving  Borrowing,  may  elect
Interest  Periods  therefor,  all as provided in this  Section.  The Company may
elect  different  options  with  respect to  different  portions of the affected
Borrowing,  in which case each such portion shall be allocated ratably among the
Lenders holding the Loans  comprising such Borrowing,  and the Loans  comprising
each such portion shall be considered a separate  Borrowing.  This Section shall
not apply to Competitive Borrowings, which may not be converted or continued.

(b) To make an election  pursuant to this  Section,  the Company shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing  Request  would be required  under  Section  2.03 if the Company  were
requesting a Revolving  Borrowing of the Type resulting from such election to be
made on the  effective  date of such  election.  Each such  telephonic  Interest
Election  Request shall be irrevocable  and shall be confirmed  promptly by hand
delivery or telecopy to the Administrative  Agent of a written Interest Election
Request  in a form  approved  by the  Administrative  Agent  and  signed  by the
Company.

(c) Each  telephonic  and  written  Interest  Election  Request  shall
specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and,
if different  options are being elected with respect to different  portions
thereof,  the portions thereof to be allocated to each resulting  Borrowing
(in which case the  information  to be specified  pursuant to clauses (iii)
and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;

(iii) whether the  resulting  Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing; and

(iv)  if  the  resulting  Borrowing  is a  Eurodollar  Borrowing,  the
Interest  Period  to be  applicable  thereto  after  giving  effect to such
election,  which shall be a period  contemplated  by the  definition of the
term "Interest Period".

If any such Interest  Election Request requests a Eurodollar  Borrowing but does
not  specify  an  Interest  Period,  then the  Company  shall be  deemed to have
selected an Interest Period of one month's duration.

(d) Promptly  following receipt of an Interest  Election Request,  the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

(e) If the Company fails to deliver a timely Interest Election Request
with  respect  to a  Eurodollar  Revolving  Borrowing  prior  to the  end of the
Interest Period  applicable  thereto,  then,  unless such Borrowing is repaid as
provided  herein,  at the end of such Interest  Period such  Borrowing  shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if
an Event of Default has occurred and is continuing and the Administrative Agent,
at the request of the Required Lenders,  so notifies the Company,  then, so long
as an Event of Default is continuing (i) no outstanding  Revolving Borrowing may
be converted to or continued as a Eurodollar  Borrowing and (ii) unless  repaid,
each  Eurodollar  Revolving  Borrowing shall be converted to an ABR Borrowing at
the end of the Interest Period applicable thereto.

SECTION 2.07.  Termination  and Reduction of  Commitments.  (a) Unless
previously terminated,  the Commitments shall terminate on the earliest to occur
of (i) the Maturity  Date,  (ii) the date on which the Offer lapses  (having not
been declared unconditional in all respects) or is withdrawn,  or is referred as
provided in  paragraphs  (c) or (d) of Appendix I of the Press Release and (iii)
the date  falling  twenty  nine days  after the  Announcement  Date if the Offer
Document has not by then been posted,  or such longer period consented to by the
Panel but, in any event, no later than 60 days after the Announcement Date.

(b) The  Company  may at any  time  terminate,  or  from  time to time
reduce,  the  aggregate  amount  of the  Commitments;  provided  that  (i)  each
reduction of the Commitments  shall be in an amount that is an integral multiple
of  $10,000,000  and not less  than  $50,000,000,  (ii) the  Company  shall  not
terminate or reduce the  Commitments  if, after giving effect to any  concurrent
prepayment  of the Loans in accordance  with Section 2.09,  the sum of the Total
Exposures of all the Lenders would exceed the total Commitments and (iii) during
the  Certain  Funds  Period,  the  Company  shall not  terminate  or reduce  the
Commitments below the sum of the aggregate  principal amount of then outstanding
Other Borrowings and the Certain Funds Committed Amount.

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(c) The Company shall notify the Administrative  Agent of any election
to terminate or reduce the  Commitments  under  paragraph (b) of this Section at
least three  Business Days prior to the effective  date of such  termination  or
reduction,  specifying  such election and the effective  date thereof.  Promptly
following  receipt of any notice,  the  Administrative  Agent  shall  advise the
Lenders of the contents  thereof.  Each notice delivered by the Company pursuant
to this Section shall be  irrevocable;  provided that a notice of termination of
the  Commitments  delivered  by the  Company  may  state  that  such  notice  is
conditioned  upon the  effectiveness of other credit  facilities,  in which case
such notice may be revoked by the Company (by notice to the Administrative Agent
on or prior to the specified effective date) if such condition is not satisfied.
Any  termination  or  reduction  of the  Commitments  shall be  permanent.  Each
reduction of the  Commitments  shall be made ratably  among the Lenders based on
their respective Commitments.

SECTION 2.08.  Repayment of Loans;  Evidence of Debt.  (a) The Company
hereby  unconditionally  promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid  principal  amount of each Revolving Loan
made to the Company on the Maturity  Date and (ii) to the  Administrative  Agent
for the account of each Competitive Loan Lender the then unpaid principal amount
of each  Competitive Loan made by such Competitive Loan Lender to the Company on
the last day of the Interest Period applicable to such Loan.

(b) Each Lender shall  maintain in accordance  with its usual practice
an account or accounts evidencing the indebtedness of the Company to such Lender
resulting  from each Loan made by such  Lender  to the  Company,  including  the
amounts of principal and interest payable and paid to such Lender by the Company
from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made  hereunder,  the Class and Type  thereof
and the Interest Period applicable thereto,  (ii) the amount of any principal or
interest  due and payable or to become due and payable  from the Company to each
Lender hereunder and (iii) the amount of any sum received by the  Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

(d) The entries made in the accounts  maintained pursuant to paragraph
(b) or (c) of this Section shall, absent manifest error, be prima facie evidence
of the existence and amounts of the obligations recorded therein;  provided that
the failure of any Lender or the Administrative  Agent to maintain such accounts
or any error  therein  shall not in any  manner  affect  the  obligation  of the
Company to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may  request  that Loans made by it be  evidenced  by a
promissory note. In such event,  the Company shall prepare,  execute and deliver
to such  Lender  a  non-negotiable  promissory  note  substantially  in the form
attached  as Exhibit B (a "Note")  payable to the order of such  Lender  (or, if
requested by such Lender, to such Lender and its permitted  registered assigns).
Thereafter,  the Loans evidenced by such Note and interest  thereon shall at all
times (including  after  assignment  pursuant to Section 9.04) be represented by
one or more Notes  payable to the order of the payee named  therein (or, if such
Note is a registered Note, to such payee and its permitted registered assigns).

SECTION  2.09.  Prepayment  of Loans.  (a) The Company  shall have the
right at any time and from time to time to prepay  any  Borrowing  made by it in
whole or in part,  subject to prior notice in accordance  with  paragraph (b) of
this  Section;  provided that the Company shall not have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof.

(b) The Company  shall  notify the  Administrative  Agent by telephone
(confirmed  by  telecopy)  of  any  prepayment  hereunder  (i) in  the  case  of
prepayment of a Eurodollar Revolving  Borrowing,  not later than 11:00 a.m., New
York City time,  three  Business Days before the date of prepayment  and (ii) in
the case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York City time,  one Business Day before the date of  prepayment.  Each such
notice  shall be  irrevocable  and shall  specify  the  prepayment  date and the
principal  amount of each Borrowing or portion  thereof to be prepaid;  provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the  Commitments as  contemplated  by Section 2.07,  then such
notice of prepayment  may be revoked if such notice of termination is revoked in
accordance  with Section  2.07.  Promptly  following  receipt of any such notice
relating to a Revolving  Borrowing,  the  Administrative  Agent shall advise the
Lenders of the  contents  thereof.  Each  partial  prepayment  of any  Revolving
Borrowing  shall  be in an  amount  that  would be  permitted  in the case of an
advance of a Revolving  Borrowing of the same Type as provided in Section  2.02.
Each  prepayment of a Revolving  Borrowing shall be applied ratably to the Loans
included in the prepaid  Borrowing.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.11.

SECTION   2.10.   Fees.   (a)  The  Company   agrees  to  pay  to  the
Administrative  Agent  for the  account  of each  Lender a  facility  fee,  (the
"Facility  Fee") which shall accrue at the  Applicable  Facility Fee Rate on the
daily amount of the  Commitment of such Lender  (whether used or unused)  during
the period from and including the date hereof to but excluding the date on which
such Commitment terminates;  provided that, if such Lender continues to have any
Revolving  Credit Exposure after its Commitment  terminates,  then such Facility
Fee shall  continue  to accrue on the daily  amount of such  Lender's  Revolving
Credit  Exposure from and including the date on which its Commitment  terminates
to but  excluding  the date on which such  Lender  ceases to have any  Revolving
Credit  Exposure.  Accrued Facility Fees shall be payable in arrears on the last
day of March, June, September and December of each year and on the date on which

19

the Commitments terminate,  commencing on the first such date to occur after the
date hereof;  provided that any Facility  Fees accruing  after the date on which
the Commitments terminate shall be payable on demand. All Facility Fees shall be
computed  on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).

(b) For any day that  the  aggregate  principal  amount  of the  Loans
outstanding exceeds 33% of the aggregate  Commitments,  Company shall pay to the
Administrative  Agent for the  account  of each  Lender a  utilization  fee (the
"Utilization  Fee")  equal to the  Applicable  Utilization  Fee Rate  times  the
aggregate  outstanding  Revolving  Loans on such date. The Utilization Fee shall
accrue, to the extent  applicable,  at all times from the Closing Date until the
Maturity  Date and shall be payable  in arrears on the last day of March,  June,
September  and  December  of each year and on the date on which the  Commitments
terminate, commencing on the first such date to occur after the date hereof.

(c) The Company agrees to pay to the Administrative  Agent and each of
the  Lenders,  for their own  accounts,  fees  payable in the amounts and at the
times separately agreed upon between the Company and such other parties.

(d) All fees  payable  hereunder  shall be paid on the dates  due,  in
immediately  available  funds,  to the  Administrative  Agent (or to each of the
Lenders,  in the case of fees  payable to it) for  distribution,  in the case of
Facility Fees and/or  Utilization  Fees, to the Lenders.  Absent manifest error,
fees paid shall not be refundable under any circumstances.

SECTION 2.11.  Interest.  (a) The Loans  comprising each ABR Borrowing
shall bear  interest at a rate per annum equal to the  Alternate  Base
Rate.

(b) The Loans comprising each Eurodollar Borrowing shall bear interest
at a rate per annum equal to (i) in the case of a Eurodollar Revolving Loan, the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Margin or (ii) in the case of a Eurodollar Competitive Loan, the LIBO
Rate for the Interest  Period in effect for such  Borrowing  plus (or minus,  as
applicable) the Margin applicable to such Loan.

(c) Each Fixed Rate Loan shall bear interest at a rate per annum equal
to the Fixed Rate applicable to such Loan.

(d) Notwithstanding the foregoing,  if any principal of or interest on
any Loan or any fee or other amount payable by the Company hereunder is not paid
when due,  whether at stated  maturity,  upon  acceleration  or otherwise,  such
overdue amount shall bear interest,  after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise  applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans as provided above.

(e) Accrued  interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued pursuant
to paragraph (d) of this Section  shall be payable on demand,  (ii) in the event
of any  repayment or  prepayment  of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Availability Period), accrued interest on
the  principal  amount  repaid or  prepaid  shall be payable on the date of such
repayment or prepayment,  (iii) in the event of any conversion of any Eurodollar
Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such  conversion
and  (iv)  all  accrued  interest  shall  be  payable  upon  termination  of the
Commitments.

(f) All interest hereunder shall be computed on the basis of a year of
360 days,  except that interest computed by reference to the Alternate Base Rate
at times  when the  Alternate  Base  Rate is based on the Prime  Rate,  shall be
computed  on the basis of a year of 365 days (or 366 days in a leap  year),  and
shall be payable for the actual number of days elapsed  (including the first day
but excluding the last day). The applicable  Alternate Base Rate,  Adjusted LIBO
Rate or LIBO Rate shall be  determined  by the  Administrative  Agent,  and such
determination shall be conclusive absent manifest error.

SECTION 2.12. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative  Agent determines (which determination shall be
conclusive  absent  manifest  error) that adequate and  reasonable  means do not
exist for  ascertaining  the Adjusted LIBO Rate or the LIBO Rate, as applicable,
for such Interest Period; or

(b) the  Administrative  Agent is advised by the Required Lenders (or,
in the case of a  Eurodollar  Competitive  Loan,  the Lender that is required to
make  such  Loan)  that  because  of a change  in  circumstances  affecting  the
eurodollar  market  generally  the  Adjusted  LIBO  Rate or the  LIBO  Rate,  as
applicable,  for such Interest Period will not adequately and fairly reflect the
cost to such  Lenders (or Lender) of making or  maintaining  their Loans (or its
Loan) included in such Borrowing for such Interest Period;

then the  Administrative  Agent shall give notice thereof to the Company and the
Lenders by  telephone  or telecopy as promptly as  practicable  thereafter  and,
until the  Administrative  Agent  notifies  the Company and the Lenders that the
circumstances  giving  rise to such  notice no longer  exist,  (i) any  Interest
Election Request that requests the conversion of any Revolving  Borrowing to, or
continuation  of any  Revolving  Borrowing as, a Eurodollar  Borrowing  shall be
ineffective,  (ii) if any  Borrowing  Request  requests a  Eurodollar  Revolving

20

Borrowing,  such  Borrowing  shall be made as an ABR  Borrowing  and  (iii)  any
request  by  the  Company  for  a  Eurodollar  Competitive  Borrowing  shall  be
ineffective;  provided that (A) if the circumstances  giving rise to such notice
do not affect all the  Lenders,  then  requests by the  Company  for  Eurodollar
Competitive  Borrowings may be made to Lenders that are not affected thereby and
(B) if the  circumstances  giving  rise to such  notice  affect only one Type of
Borrowings, then the other Type of Borrowings shall be permitted.

SECTION  2.13.  Increased  Costs.  (a) If  any  Change  in Law  shall:

(i) impose, modify or deem applicable any reserve,  special deposit or
similar  requirement  against assets of, deposits with or for the account of, or
credit extended by, any Lender (except any such reserve requirement reflected in
the Adjusted LIBO Rate); or

(ii)  impose on any  Lender or the London  interbank  market any other
condition  affecting this Agreement or Eurodollar Loans or Fixed Rate Loans made
by such Lender;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lender of making or maintaining  any  Eurodollar  Loan or Fixed Rate Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum  received or  receivable  by such Lender  hereunder  (whether of  principal,
interest or otherwise), then the Company will pay to such Lender such additional
amount or amounts as will  compensate  such  Lender  for such  additional  costs
incurred or reduction suffered.

(b) If any Lender  determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's capital or on the capital of such Lender's holding company,  if any, as
a consequence  of this  Agreement or the Loans made by, such Lender,  to a level
below  that  which  such  Lender or such  Lender's  holding  company  could have
achieved but for such Change in Law (taking  into  consideration  such  Lender's
policies  and the  policies of such  Lender's  holding  company  with respect to
capital  adequacy),  then from time to time the Company  will pay to such Lender
such  additional  amount  or  amounts  as will  compensate  such  Lender or such
Lender's holding company for any such reduction suffered.

(c) A  certificate  of a Lender  setting  forth the  amount or amounts
necessary to compensate such Lender or its holding company,  as the case may be,
as specified in paragraph  (a) or (b) of this Section  shall be delivered to the
Company and shall be conclusive  absent  manifest  error.  The Company shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

(d) Failure or delay on the part of any Lender to demand  compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such  compensation;  provided  that the Company  shall not be required to
compensate  a  Lender  pursuant  to this  Section  for any  increased  costs  or
reductions  incurred  more than three  months prior to the date that such Lender
notifies the Company of the Change in Law giving rise to such increased costs or
reductions  and of such  Lender's  intention  to  claim  compensation  therefor;
provided, further that, if the Change in Law giving rise to such increased costs
or reductions is  retroactive,  then the  three-month  period  referred to above
shall be extended to include the period of retroactive effect thereof.

(e) Notwithstanding the foregoing provisions of this Section, a Lender
shall not be entitled to compensation pursuant to this Section in respect of any
Competitive  Loan if the Change in Law that would  otherwise  entitle it to such
compensation  shall have been  publicly  announced  prior to  submission  of the
Competitive Bid pursuant to which such Loan was made.

SECTION 2.14. Break Funding Payments.  In the event of (a) the payment
of any  principal  of any  Eurodollar  Loan or Fixed Rate Loan other than on the
last day of an Interest Period applicable  thereto  (including as a result of an
Event of Default),  (b) the conversion of any Eurodollar  Loan other than on the
last day of the Interest Period applicable  thereto,  (c) the failure to borrow,
convert,  continue or prepay any  Revolving  Loan on the date  specified  in any
notice delivered pursuant hereto (regardless of whether such notice is permitted
to be revocable  under Section  2.09(b) and is revoked in accordance  herewith),
(d) the failure to borrow any  Competitive  Loan after accepting the Competitive
Bid to make such Loan,  or (e) the  assignment of any  Eurodollar  Loan or Fixed
Rate Loan other than on the last day of the Interest Period  applicable  thereto
as a result of a request by the Company  pursuant to Section 2.17,  then, in any
such event,  the Company  shall  compensate  each Lender for the loss,  cost and
expense  attributable to such event. In the case of a Eurodollar  Loan, the loss
to any  Lender  attributable  to any such  event  shall be deemed to  include an
amount  determined by such Lender to be equal to the excess,  if any, of (i) the
amount of  interest  that  such  Lender  would  pay for a  deposit  equal to the
principal  amount of such  Loan for the  period  from the date of such  payment,
conversion,  failure or assignment to the last day of the then current  Interest
Period  for such  Loan (or,  in the case of a  failure  to  borrow,  convert  or
continue, the duration of the Interest Period that would have resulted from such
borrowing,  conversion  or  continuation)  if the interest  rate payable on such
deposit were equal to the Adjusted LIBO Rate for such Interest Period, over (ii)
the amount of interest that such Lender would earn on such principal  amount for
such period if such Lender were to invest such principal  amount for such period
at the  interest  rate that would be bid by such Lender (or an affiliate of such
Lender) for dollar  deposits  from other banks in the  eurodollar  market at the
commencement  of such period.  A  certificate  of any Lender  setting  forth any
amount or amounts  that such  Lender is  entitled  to receive  pursuant  to this
Section  shall be  delivered  to the  Company  and  shall be  conclusive  absent

21

manifest error. The Company shall pay such Lender the amount shown as due on any
such certificate within 10 days after receipt thereof.

SECTION 2.15.  Taxes. (a) Any and all payments by or on account of any
obligation of the Company  hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the Company
shall be  required  to deduct  any  Indemnified  Taxes or Other  Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions  (including  deductions  applicable to additional
sums payable under this Section) the Administrative Agent or Lender (as the case
may be) receives an amount  equal to the sum it would have  received had no such
deductions  been made, (ii) the Company shall make such deductions and (iii) the
Company  shall  pay  the  full  amount  deducted  to the  relevant  Governmental
Authority in accordance with applicable law.

(b) In addition, the Company shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

(c) The Company  shall  indemnify  the  Administrative  Agent and each
Lender, within 10 days after written demand therefor, for the full amount of any
Indemnified  Taxes or Other Taxes  (including  Indemnified  Taxes or Other Taxes
imposed or asserted on or  attributable  to amounts  payable under this Section)
paid by the  Administrative  Agent or such  Lender,  as the case may be, and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or
legally  imposed  or  asserted  by  the  relevant  Governmental   Authority.   A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Company  by a Lender,  or by the  Administrative  Agent on its own  behalf or on
behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable  after any payment of Indemnified  Taxes or
Other  Taxes by the  Company to a  Governmental  Authority,  the  Company  shall
deliver  to the  Administrative  Agent the  original  or a  certified  copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return  reporting such payment or other evidence of such payment  reasonably
satisfactory to the Administrative Agent.

(e) Any  Foreign  Lender  that is  entitled  to an  exemption  from or
reduction  of  withholding  tax under the law of the  jurisdiction  in which the
Company is located,  or any treaty to which such  jurisdiction is a party,  with
respect to payments  under this  Agreement  shall,  upon request of the Company,
deliver to the Company (with a copy to the Administrative Agent), at the time or
times prescribed by applicable law or reasonably requested by the Company,  such
properly  completed and executed  documentation  prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.

SECTION  2.16.  Payments  Generally;  Pro Rata  Treatment;  Sharing of
Set-offs.  (a) The  Company  shall make each  payment  required to be made by it
hereunder  (whether of principal,  interest or fees, or under Section 2.13, 2.14
or 2.15, or otherwise) prior to 12:00 Noon, New York City time, on the date when
due in immediately available funds, without set-off or counterclaim. Any amounts
received   after  such  time  on  any  date  may,  in  the   discretion  of  the
Administrative  Agent,  be deemed to have been  received on the next  succeeding
Business Day for purposes of  calculating  interest  thereon.  All such payments
shall be made to the Administrative  Agent at its offices at One Chase Manhattan
Plaza,  8th Floor,  New York, New York 10081,  except that payments  pursuant to
Sections  2.13,  2.14,  2.15 and  9.03  shall be made  directly  to the  Persons
entitled thereto.  The  Administrative  Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate  recipient
promptly  following receipt thereof.  If any payment hereunder shall be due on a
day that is not a Business  Day,  the date for payment  shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

(b) If at any time insufficient funds are received by and available to
the  Administrative  Agent to pay fully all amounts of  principal,  interest and
fees then due hereunder,  such funds shall be applied (i) first, to pay interest
and fees then due  hereunder,  ratably  among the  parties  entitled  thereto in
accordance  with the amounts of interest and fees then due to such parties,  and
(ii) second,  to pay  principal  then due  hereunder,  ratably among the parties
entitled  thereto in accordance  with the amounts of principal  then due to such
parties.

(c) If any  Lender  shall,  by  exercising  any  right of  set-off  or
counterclaim  or  otherwise,  obtain  payment in respect of any  principal of or
interest  on any of its  Revolving  Loans  resulting  in such  Lender  receiving
payment of a greater  proportion of the aggregate  amount of its Revolving Loans
and accrued interest  thereon than the proportion  received by any other Lender,
then the Lender  receiving such greater  proportion  shall purchase (for cash at
face value) participations in the Revolving Loans of other Lenders to the extent
necessary  so that the  benefit  of all such  payments  shall be  shared  by the
Lenders  ratably in  accordance  with the  aggregate  amount of principal of and
accrued interest on their respective  Revolving Loans;  provided that (i) if any
such  participations  are purchased and all or any portion of the payment giving
rise  thereto is  recovered,  such  participations  shall be  rescinded  and the
purchase price restored to the extent of such recovery,  without  interest,  and
(ii) the  provisions  of this  paragraph  shall not be construed to apply to any
payment made by the Company pursuant to and in accordance with the express terms
of this Agreement or any payment obtained by a Lender as  consideration  for the
assignment of or sale of a participation  in any of its Loans to any assignee or
participant,  other than to the Company or any  Subsidiary or Affiliate  thereof

22

(as to which the provisions of this paragraph shall apply). The Company consents
to the  foregoing  and  agrees,  to the  extent it may  effectively  do so under
applicable  law,  that any Lender  acquiring  a  participation  pursuant  to the
foregoing  arrangements  may exercise  against the Company rights of set-off and
counterclaim with respect to such  participation as fully as if such Lender were
a direct creditor of the Company in the amount of such participation.

(d) Unless the  Administrative  Agent shall have received  notice from
the Company prior to the date on which any payment is due to the  Administrative
Agent for the account of the Lenders  hereunder  that the Company  will not make
such payment, the Administrative Agent may assume that the Company has made such
payment on such date in  accordance  herewith  and may,  in  reliance  upon such
assumption,  distribute  to the Lenders  the amount  due. In such event,  if the
Company has not in fact made such  payment,  then each of the Lenders  severally
agrees to repay to the  Administrative  Agent  forthwith on demand the amount so
distributed  to such  Lender  with  interest  thereon,  for  each  day  from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the Federal Funds Effective Rate.

(e) If any Lender  shall fail to make any payment  required to be made
by it pursuant to Section 2.05(b) or 2.16(d), then the Administrative Agent may,
in its discretion  (notwithstanding  any contrary provision  hereof),  apply any
amounts thereafter received by the Administrative  Agent for the account of such
Lender to satisfy such Lender's  obligations  under such Sections until all such
unsatisfied obligations are fully paid.

SECTION 2.17. Mitigation  Obligations;  Replacement of Lenders. (a) If
any Lender  requests  compensation  under  Section  2.13,  or if the  Company is
required  to pay  any  additional  amount  to  any  Lender  or any  Governmental
Authority  for the  account of any Lender  pursuant to Section  2.15,  then such
Lender shall use reasonable  efforts to designate a different lending office for
funding or booking its Loans  hereunder or to assign its rights and  obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender,  such  designation or assignment  (i) would  eliminate or reduce
amounts  payable  pursuant to Section  2.13 or 2.15,  as the case may be, in the
future  and (ii)  would not  subject  such  Lender to any  unreimbursed  cost or
expense and would not otherwise be  disadvantageous  to such Lender. The Company
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

(b) If any Lender requests  compensation under Section 2.13, or if the
Company  is  required  to  pay  any  additional  amount  to  any  Lender  or any
Governmental  Authority for the account of any Lender  pursuant to Section 2.15,
or if any Lender  defaults in its obligation to fund Loans  hereunder,  then the
Company may, at its sole expense and effort,  upon notice to such Lender and the
Administrative  Agent,  require  such  Lender to assign  and  delegate,  without
recourse  (in  accordance  with and  subject to the  restrictions  contained  in
Section 9.04),  all its interests,  rights and obligations  under this Agreement
(other than any  outstanding  Competitive  Loans held by it) to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment);  provided that (i) the Company shall have received the
prior  written  consent of the  Administrative  Agent,  which  consent shall not
unreasonably  be withheld,  (ii) such Lender shall have  received  payment of an
amount equal to the outstanding  principal of its Loans (other than  Competitive
Loans), accrued interest thereon,  accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Company (in the case of all other amounts) and
(iii) in the case of any such assignment resulting from a claim for compensation
under  Section 2.13 or payments  required to be made  pursuant to Section  2.15,
such assignment will result in a reduction in such  compensation or payments.  A
Lender  shall not be required to make any such  assignment  and  delegation  if,
prior  thereto,  as a result  of a  waiver  by such  Lender  or  otherwise,  the
circumstances  entitling the Company to require such  assignment  and delegation
cease to apply.

ARTICLE III

Representations and Warranties

The Company  represents and warrants to each of the Lenders as follows
(which  representations and warranties will be deemed made by the Company on the
date of each  Borrowing  by the Company  hereunder,  the date of  conversion  or
continuation of any Interest Period with respect to any Loan pursuant to Section
2.06 and each Interest Payment Date in respect of any ABR Loan); provided,  that
each  representation or warranty made by the Company in respect of Target or any
of its  Subsidiaries  on any date up to the  expiration  of the Clean-up  Period
shall be subject to qualification  that such  representation or warranty is true
and accurate insofar as the Company was aware as of the date of this Agreement:

SECTION 3.01. Corporate Existence and Power;  Compliance with Law. The
Company is a corporation  duly organized,  validly existing and in good standing
under  the  laws  of  its  jurisdiction  of  incorporation.  The  Company  is in
compliance with all laws,  regulations and orders of any Governmental  Authority
applicable  to it or its  property  and all  indentures,  agreements  and  other
instruments binding upon it or its property,  except where the failure to do so,
individually or in the aggregate, does not constitute a Material Adverse Effect.

SECTION  3.02.  Corporate  Authority.  The  execution,   delivery  and
performance  by the  Company of this  Agreement  and each Note  executed  by the
Company have been duly  authorized  by all  necessary  corporate  action and are
within the  Company's  corporate  power,  do not  require  the  approval  of the
shareholders of the Company, and will not violate any provision of law or of its

23

certificate  of  incorporation  or other  constitutive  document or by-laws,  or
result in the breach of or constitute a default or require any consent under, or
result in the creation of any lien,  charge or encumbrance  upon any property or
assets  of the  Company  pursuant  to,  any  indenture  or  other  agreement  or
instrument  to which  the  Company  is a party or by which  the  Company  or its
property may be bound or affected.  The execution,  delivery and  performance by
the  Company of this  Agreement  and each Note  executed  by the  Company do not
require any  license,  consent or  approval  of or advance  notice to or advance
filing with any governmental  agency or regulatory  authority or any other third
party,  or if required,  any such license,  consent or approval  shall have been
obtained and any such notice or filing shall have been made.

SECTION 3.03.  Enforceability.  This  Agreement is, and each Note when
delivered by the Company  hereunder  will be, duly executed and delivered by the
Company and does or will constitute the legal, valid and binding  obligations of
the Company  enforceable against the Company in accordance with their respective
terms except as  enforceability  may be limited by general  principles of equity
and bankruptcy, insolvency,  reorganization or similar laws affecting creditors'
rights generally and by moratorium laws from time to time in effect.

SECTION 3.04. Financial Condition.  The audited consolidated financial
statements of the Company for the fiscal year ended December 31, 1999,  reported
on by Ernst & Young, LLP, heretofore  furnished to the Lenders fairly present in
all material  respects the consolidated  financial  condition of the Company and
its  Consolidated  Subsidiaries  as at the date thereof and the results of their
operations for the period covered thereby.  The unaudited  interim  consolidated
financial statements of the Company for the quarterly period ended September 30,
2000,  heretofore  furnished  to the  Lenders  fairly  present  in all  material
respects  the   consolidated   financial   condition  of  the  Company  and  its
Consolidated  Subsidiaries  as at the  date  thereof  and the  results  of their
operations  for the period  covered  thereby  (subject to normal  year-end audit
adjustments).  Said financial  statements were prepared in accordance with GAAP.
Since December 31, 1999, there has been no Material Adverse Effect.

SECTION 3.05. Litigation. There are no suits or proceedings (including
proceedings by or before any arbitrator, government commission, board, bureau or
other  administrative  agency)  pending  or, to the  knowledge  of the  Company,
threatened  against  or  affecting  the  Company  or  any  of  its  Consolidated
Subsidiaries that constitute a Material Adverse Effect.

SECTION 3.06.  ERISA. The Company has fulfilled its obligations  under
the  minimum  funding  standards  of ERISA  and the Code  with  respect  to each
employee  benefit  plan  of the  Company  subject  to such  standards  and is in
compliance in all material respects with the applicable provisions of ERISA, and
has not incurred any  liability to the PBGC or any employee  benefit plan of the
Company  under Title IV of ERISA other than a liability to the PBGC for premiums
under Section 4007 of ERISA.

SECTION  3.07.  Environmental  Matters.  Each of the  Company  and its
Consolidated   Subsidiaries  has  obtained  all  permits,   licenses  and  other
authorizations  which are required under all Environmental Laws,  including laws
relating  to  emissions,   discharges,   releases  or  threatened   releases  of
pollutants,   contaminants,   chemicals,  or  industrial,   toxic  or  hazardous
substances  or  wastes  into the  environment  (including,  without  limitation,
ambient air, surface water,  ground water or land), or otherwise relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of  pollutants,  contaminants,  chemical,  or  industrial,
toxic or hazardous  substances or wastes,  except to the extent  failure to have
any such permit, license or authorization does not constitute a Material Adverse
Effect. The Company and its Consolidated Subsidiaries are in compliance with all
terms and conditions of all required permits,  licenses and authorizations,  and
are also in compliance  with all other  limitations,  restrictions,  conditions,
standards,  prohibitions,  requirements,  obligations, schedules and timetables,
contained in those laws or  contained  in any  regulation,  code,  plan,  order,
decree,  judgment,   injunction,   notice  or  demand  letter  issued,  entered,
promulgated or approved thereunder,  except to the extent failure to comply does
not constitute a Material Adverse Effect.

SECTION  3.08.  Federal  Regulations.  No part of the  proceeds of any
Loans  will be  used  for any  purpose  which  violates  the  provisions  of the
Regulations of the Board including,  without limitation,  Regulations T, U and X
of the Board as in effect from time to time.

SECTION  3.09.  Investment  and Holding  Company  Status.  Neither the
Company nor any of its Consolidated  Subsidiaries is (a) an "investment company"
as defined in, or subject to regulation  under,  the  Investment  Company Act of
1940 or (b) a "holding  company" as defined in, or subject to regulation  under,
the Public Utility Holding Company Act of 1935.

SECTION 3.10.  Scheduled Debt and Scheduled Target Liens. (a) Schedule
3.10(a)  sets  out  all of the  Debt  for  borrowed  money  of the  Consolidated
Subsidiaries  of  Company  (on a pro  forma  basis  after  giving  effect to the
Acquisition)  as of the date  hereof  which  the  Company,  having  made all due
inquiry is, at the date hereof, aware (the "Scheduled Debt").

(b) Schedule  3.10(b) sets out all of the Liens (other than  Permitted
Encumbrances)  (the "Scheduled Target Liens") of the Target and its Subsidiaries
securing the Scheduled  Debt  applicable to the Target and its  Subsidiaries  of
which the Company having made all due inquiry is, at the date hereof, aware.

24

ARTICLE IV

Conditions

SECTION 4.01. A.  Conditions to Amended and Restated  Effective  Date.
The  obligations of the Lenders to make Revolving Loans to the Company shall not
become  effective  until the date on which each of the following  conditions are
satisfied or waived in accordance with Section 9.02:

(a) The  Syndication  Agent and the  Administrative  Agent  shall have
received at least one executed  counterpart  of this  Agreement,  together  with
arrangements  satisfactory to the Syndication Agent and the Administrative Agent
for additional executed  counterparts,  sufficient in number for distribution to
the Lenders and the Company together with all Exhibits thereto; and

(b) The  Syndication  Agent and the  Administrative  Agent  shall have
received,  on behalf of itself and the Lenders,  a favorable  written opinion of
each of (i) White & Case LLP,  special  United  States  counsel for the Company,
substantially  to the  effect  set  forth in  Exhibit  C-1 and (ii) the  General
Counsel for the Company to the effect set forth in Exhibit C-2.

SECTION 4.01. B.  Announcement  Date and Effectiveness of Commitments.
The  obligations of the Lenders to make Revolving Loans to the Company shall not
become  effective  until the date on which each of the  following  conditions is
satisfied or waived in  accordance  with  Section  9.02 (and the  Administrative
Agent's  written  confirmation  (which  confirmation  shall  be  given  promptly
following satisfaction of the final condition) that the following conditions are
satisfied  shall be  conclusive  evidence  thereof for  purposes of this Section
4.01. B):

(a) The  Syndication  Agent and the  Administrative  Agent  shall have
received all of the following, each of which shall be originals unless otherwise
specified, each properly executed by each party thereto, each dated no more than
four Business Days prior to the Announcement Date and each in form and substance
reasonably  satisfactory to the Syndication Agent and the  Administrative  Agent
and their legal counsel (unless otherwise provided,  or, in the case of the date
of any of the following,  unless the  Syndication  Agent and the  Administrative
Agent otherwise agrees or directs):

The Syndication Agent and the Administrative  Agent shall have
received (x) documents and certificates  relating to the  organization,
existence  and good standing of the Company;  (y) a certificate  of the
Secretary of the Company dated the Announcement Date and certifying (A)
that  attached  thereto is a true and complete  copy of the articles or
certificate of incorporation, the by-laws or memorandum and articles of
association and other organizational  documents of Company as in effect
on the  Announcement  Date  and at all  times  since  the  date  of the
resolutions described in clause (B) below, (B) that attached thereto is
a true and complete  copy of  resolutions  duly adopted by the board of
directors or a committee  of the board of directors of the Company,  as
applicable,  authorizing the execution, delivery and performance of the
Loan  Documents  to  which  such  person  is a  party  (including,  the
borrowings  hereunder),   and  that  such  resolutions  have  not  been
modified,  rescinded  or amended and are in full force and effect,  (C)
that the certificate or articles of  incorporation  of the Company have
not been amended since the date of the last amendment  thereto shown on
the  certificate  of good  standing  furnished  pursuant  to clause (x)
above,  and (D) as to the  incumbency  and  specimen  signature of each
officer  authorized,  to the extent applicable,  to act with respect to
the Loan Documents and each of the other documents related thereto; and
(z) a certificate of another  officer as to the incumbency and specimen
signature of the Secretary executing the certificate pursuant to clause
(y) above.

(b) The Syndication Agent and the Administrative  Agent's fees payable
and other  amounts  due and payable on or prior to the  Announcement  Date shall
have been paid.

(c) No material action,  suit,  proceeding or  investigation  shall be
pending against the Company; no law,  regulation,  judgment or court order shall
be applicable that constrains, prevents or imposes materially adverse conditions
upon the Offer or the making of the Loans;  and the Company  shall have received
all  governmental  and material third party approvals and consents  necessary in
connection with the Transactions (other than the Outstanding  Approvals) and all
such approvals and consents shall be in full force and effect.

(d)  As  of  the  Announcement  Date,  since  December  31,  1999,  no
circumstance or event shall have occurred and be continuing  that  constitutes a
Material Adverse Effect.

(e) The reasonable costs and expenses of the Syndication Agent and the
Administrative  Agent in connection  with the  preparation of the Loan Documents
payable  pursuant to Section  9.03 and for which  invoices  have been  presented
shall have been paid.

(f) The  representations  and  warranties of the Company  contained in
Article  III  shall be true  and  correct  in all  material  respects  as of the
Announcement Date.

(g) The  Syndication  Agent and the  Administrative  Agent  shall have
received  copies,  certified as being true and complete  copies by an authorized
officer of the Company,  of the Press Release (in  sufficient  quantity for each
Lender).

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(h) The  Syndication  Agent and the  Administrative  Agent  shall have
received  evidence that the resolutions of the board of directors of the Company
and Target necessary to launch the Offer have been obtained.

(i)  There  shall not exist any  Default  or Event of  Default  on the
Announcement Date.

(j) The  Syndication  Agent and the  Administrative  Agent  shall have
received,  in each case satisfactory to the Required Lenders and the Syndication
Agent and the Administrative  Agent, (i) historical audited financial statements
of the Company and the Target,  (ii) unaudited  interim  consolidated  financial
statements  of the Company for the fiscal  quarter  period ended  September  30,
2000,  (iii) summary  financial  information  of the Target for the  semi-annual
period ended June 30, 2000,  (iv) pro forma  consolidated  balance  sheet of the
Company  after giving effect to the  Acquisition,  (v) 2000  projected  year end
financial statements (after giving effect to the Acquisition) and (vi) four-year
projections  of the  Company and its  Subsidiaries  after  giving  effect to the
Acquisition.

(k) The  Syndication  Agent and the  Administrative  Agent  shall have
received,  and the  Syndication  Agent  and  the  Administrative  Agent  and the
Required  Lenders  shall be satisfied  with such  financial,  business and other
information   regarding  the  Target  and  its  Subsidiaries   relating  to  the
Transactions  as  it  shall  have  reasonably  requested,   including,   without
limitation,  all  matters  related  to  insurance,  ERISA,  labor,  intellectual
property,  taxes and  environmental  liabilities  relating to the Target and its
Subsidiaries.

(l) The  Syndication  Agent and the  Administrative  Agent  shall have
received evidence, satisfactory to it and the Required Lenders, that any actions
of the  shareholders  of the Company  required to implement  the Offer have been
taken or confirmation from the Company that no such action is required.

Notwithstanding any of the foregoing to the contrary,  the Syndication Agent and
the  Administrative  Agent acknowledge and agree that as of November 6, 2000 the
Company has satisfied all of the conditions precedent set forth above in Section
4.01. B.

SECTION 4.02. Conditions to Closing. The obligations of the Lenders to
make  the  initial  Revolving  Loans  on the  Closing  Date  is  subject  to the
Announcement  Date  having  occurred,  and  the  satisfaction  of the  following
conditions  precedent  (unless the Required Lenders shall agree otherwise) on or
before  the date  which is the last day of the  Certain  Funds  Period  (and the
Administrative  Agent's written  confirmation (which confirmation shall be given
promptly  upon  satisfaction  of the  relevant  conditions)  that the  following
conditions  are  satisfied  shall be  conclusive  evidence  for purposes of this
Section 4.02):

(a) The  Syndication  Agent and the  Administrative  Agent  shall have
received a copy,  certified as being a true and complete  copy by an  authorized
officer of the Company,  of the Offer Document reflecting the terms of the Press
Release in all material respects.

(b) The  Syndication  Agent and the  Administrative  Agent  shall have
received  evidence that the Offer has been declared or become  unconditional  in
all respects  together with an officer's  certificate  that, except as otherwise
provided in clause (f) below,  no material  term or  condition  of the Offer has
been waived except to the extent approved by Required Lenders.

(c) The  Syndication  Agent and the  Administrative  Agent  shall have
received  evidence  from the  administrative  agent  under the  Existing  Credit
Agreement that all loans  outstanding  under the Existing Credit Agreement shall
have been repaid, all commitments  thereunder shall have been terminated and the
Existing  Credit  Agreement  itself shall have been cancelled by delivery to the
administrative  agent under the Existing Credit Facility of a termination notice
in  a  form  and  substance  satisfactory  to  the  Syndication  Agent  and  the
Administrative Agent at least three Business Days prior to the Closing Date.

(d) All fees and other  amounts due and  payable by the Company  under
the Loan  Documents  prior to the Closing  Date  (including  pursuant to any fee
letter signed by Company and including all expenses in respect of which invoices
have been presented) shall have been paid in full.

(e) To the  extent  requested  at least 3  Business  Days prior to the
Closing Date, notes in the form of Exhibit B executed by the Company in favor of
any  requesting  Lender with  respect to  Revolving  Loans,  each in a principal
amount equal to that Lender's Commitment.

(f) The  condition in paragraph (g) of Appendix 1 to the Press Release
and the  conditions to the Offer  relating to the  obtaining of all  Outstanding
Approvals  necessary in connection  with the Offer shall have been satisfied and
the  Company  shall not have  waived any such  condition  (or  treated  any such
condition  as  satisfied),  or  agree  to  any  arrangement  with  the  relevant
regulatory authorities in order to satisfy any such conditions,  unless, in each
case, the Syndication Agent and the Administrative  Agent shall have received an
officer's  certificate from the Company  confirming that such treatment will not
have a Material Adverse Effect.

SECTION 4.03.  Conditions to Offer Borrowings.  The obligation of each
Lender to make any Revolving Loan  consisting of any Offer  Borrowing is subject
to (i) the  Announcement  Date and the Closing  Date having  occurred (or having
occurred  simultaneously  therewith),  (ii) the Certain  Funds Period not having

26

ended and to (iii) the following  conditions  precedent,  each of which shall be
satisfied  prior to the  making  of any Offer  Borrowing  (unless  the  Required
Lenders shall agree otherwise):

(a) Prior to or contemporaneously  with such Offer Borrowing,  Company
shall have  received  acceptances  for or  acquired  and/or  agreed to  acquire,
whether  pursuant to the Offer or  otherwise,  Shares  carrying in  aggregate at
least 75% of each class of the voting shares of Target.

(b) No Default or Event of Default  pursuant to subsections  (a), (b),
(d)(i), (g) or (h) of Article VII in respect of the Company and its Subsidiaries
(but not Target and its Subsidiaries) or (in so far as it relates to a breach of
any of Sections  3.02,  3.03,  3.08 or 3.09)  subsection  (c) of Article VII, in
respect  of  the  Company  and  its   Subsidiaries   (but  not  Target  and  its
Subsidiaries) shall have occurred and be continuing.

(c) The  Company  shall not have  varied  any other  material  term or
condition of the offer for the Shares as set forth in the  Announcement,  except
as otherwise provided in Section 4.02(f) or approved by the Required Lenders.

SECTION 4.04.  Conditions to All Other  Borrowings.  The obligation of
each Lender to make a Loan to the Company on the occasion of any Other Borrowing
is subject to the Announcement  Date and the Closing Date having occurred and to
the satisfaction of the following conditions:

(a) The  representations  and  warranties  of the Company set forth in
this  Agreement  shall  be  true  and  correct  on and as of the  date  of  such
Borrowing.

(b) At the  time  of and  immediately  after  giving  effect  to  such
Borrowing, no Default shall have occurred and be continuing.

During the Certain Funds Period the aggregate  amount of Other  Borrowings shall
not exceed the  difference  between the  aggregate  Commitments  and the Certain
Funds Committed Amount.

Each Borrowing by the Company shall be deemed to constitute a representation and
warranty  by the  Company on the date  thereof as to the  matters  specified  in
paragraphs (a) and (b) of this Section.

ARTICLE V.

Affirmative Covenants

Until  the  Commitments  have  expired  or  been  terminated  and  the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full, the Company covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information.  The Company
will furnish to each Lender:

(a) as soon as  available  and in any event  within 100 days after the
end of each of its  fiscal  years,  a copy of the  Company's  Form 10-K for such
fiscal year filed with the  Securities  and  Exchange  Commission  containing  a
consolidated  balance  sheet as at the close of such fiscal year,  statements of
consolidated  income and retained  earnings and a statement of consolidated cash
flows for such year, setting forth in comparative form the corresponding figures
for the  preceding  fiscal year and  certified  by Ernst & Young,  LLP, or other
independent public  accountants  selected by the Company and satisfactory to the
Lenders  (and,  in the event any such  financial  statements  shall no longer be
required  to  be  included  in  the  Company's  Form  10-K,  the  Company  shall
nevertheless furnish such financial statements);

(b) as soon as available and in any event within 60 days after the end
of each of the first three  quarters of each of its fiscal years,  a copy of the
Company's Form 10-Q for each such quarter filed with the Securities and Exchange
Commission  containing  a  consolidated  balance  sheet  as at the  end of  such
quarter, a statement of consolidated income and a statement of consolidated cash
flows for such period,  prepared on a basis  consistent  with the  corresponding
period of the  preceding  fiscal year,  except as  disclosed  in said  financial
statements or otherwise disclosed to the Lenders in writing,  and certified by a
Financial  Officer  of the  Company,  subject  however,  to  year-end  and audit
adjustments (and, in the event such financial statements of the Company shall no
longer be required to be included in Form 10-Q,  the Company shall  nevertheless
furnish such financial statements);

(c) within 120 days after the end of each fiscal year of the  Company,
a certificate of the independent public accountants referred to in paragraph (a)
above as to whether,  during the course of their  examination  of the  Company's
financial  statements,  they obtained any  knowledge of any Default,  insofar as
such Default involves accounting matters;

(d) within 120 days after the end of each  fiscal  year of the Company
and within 60 days  after the end of each of the first  three  quarters  of each
fiscal year of the Company,  a statement,  signed by a Financial  Officer of the
Company,  setting forth the computations of the Company Capitalization Ratio and
the  Company  Subsidiary  Debt Ratio as of the end of each such  fiscal year and
each such quarter;

(e) promptly after the sending or filing thereof,  copies of all proxy
statements,  financial  statements  and regular or special  reports  (other than
reports  on Form  10-K  and  Form  10-Q but  including  those  on Form  8-K) and

27

registration statements under the Securities Act of 1933, as amended (other than
those  on  Form  S-8 or any  successor  form  relating  to the  registration  of
securities  offered  pursuant to any  employee  benefit  plan) which the Company
sends to its  stockholders or files with the Securities and Exchange  Commission
(or any successor governmental authority);

(f) as soon as  available  and in any event  within 120 days after the
end of each fiscal year of the Company,  a  consolidating  balance  sheet of the
Company and its  Consolidated  Subsidiaries  as at the close of such fiscal year
and consolidating  statements of income and retained earnings of the Company and
its Consolidated Subsidiaries for such year; and

(g) from time to time such further information regarding the business,
affairs and  financial  condition  of the Company  and its  Subsidiaries  as the
Lenders shall reasonably request.

SECTION 5.02.  Notices of Material Events. The Company will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the Company
or any Affiliate thereof that constitutes a Material Adverse Effect; and

(c) any other development that constitutes a Material Adverse Effect.

Each notice  delivered under this Section shall be accompanied by a statement of
a Financial  Officer or other executive officer of the Company setting forth the
details of the event or  development  requiring such notice and any action taken
or proposed to be taken with respect thereto.

SECTION 5.03.  Existence;  Conduct of Business.  The Company will, and
will cause each of its Consolidated  Subsidiaries to, do or cause to be done all
things necessary to preserve,  renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises necessary
to the conduct of its business,  except,  in the case of the legal  existence of
any such Consolidated Subsidiary or any such right, license,  permit,  privilege
or franchise, where the failure to so preserve, renew and keep in full force and
effect  does  not  constitute  a  Material  Adverse  Effect;  provided  that the
foregoing  shall  not  prohibit  any  merger,   consolidation,   liquidation  or
dissolution permitted under Section 6.03.

SECTION 5.04.  Compliance with  Contractual  Obligations.  The Company
will, and will cause each of its  Consolidated  Subsidiaries  to comply with all
its  Contractual  Obligations  except  to the  extent  that  failure  to  comply
therewith does not, in the aggregate, constitute a Material Adverse Effect.

SECTION 5.05. Insurance.  The Company will, and will cause each of its
Consolidated Subsidiaries to, maintain in full force and effect such policies of
insurance  in such  amounts  issued by  insurers  of  recognized  responsibility
covering  the  properties  and  operations  of the Company and its  Consolidated
Subsidiaries as is customarily maintained by corporations engaged in the same or
similar  business in the  localities  where the  properties  and  operations are
located, including but not limited to insurance in connection with the disposal,
handling,   storage,   transportation  or  generation  of  hazardous  materials;
provided,  however,  that  nothing  shall  prevent  the  Company  or  any of its
Consolidated  Subsidiaries  from  effecting  workers'  compensation  or  similar
insurance in respect of operations in any state or other jurisdiction through an
insurance  fund  operated by such state or  jurisdiction  or from  maintaining a
system or systems of  self-insurance  covering its  properties  or operations as
provided above to the extent that such self-insurance is customarily effected by
corporations engaged in the same or similar businesses similarly situated and is
otherwise prudent in the circumstances.

SECTION 5.06.  Compliance  with Laws. The Company will, and will cause
each  of  its  Consolidated  Subsidiaries  to,  comply  with  all  laws,  rules,
regulations  and orders of any  Governmental  Authority  applicable to it or its
property,  except where the failure to do so,  individually or in the aggregate,
does not constitute a Material Adverse Effect.

SECTION  5.07.  Use of  Proceeds.  The  proceeds  of the Loans will be
applied by the Company:

(a) to repay amounts  outstanding  under the Existing Credit Agreement
and to  refinance  amounts  outstanding  from time to time  under the  Company's
commercial paper program;

(b) for the  financing  of the Offer and the  purchase  of the  Shares
pursuant to the Compulsory Acquisition;

(c) to  meet  part  of  the  working  capital  and  general  corporate
requirements of the Company and its Subsidiaries; and

(d) to pay fees, expenses and transaction costs in connection with the
Acquisition.

No  part  of the  proceeds  of any  Loan  will  be  used,  whether  directly  or
indirectly,  for any purpose that entails a violation of any of the  Regulations
of the Board,  including  Regulations  T, U and X of the Board as in effect from
time to time.

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SECTION 5.08. Offer.

(a) Promptly  upon the  occurrence  of any lapse or  withdrawal of the
Offer or the end of the Certain  Funds  Period or the date the Offer is declared
unconditional  as to  acceptances or wholly  unconditional  or finally closed in
accordance   with  the  City  Code,   the  Company   will  give  notice  to  the
Administrative Agent (who shall notify the Lenders) that the same has occurred.

(b) Promptly upon  satisfaction of the condition  specified in Section
429 (1) or (2) of  Companies  Act for  giving a notice  under  that  Section  in
respect of any Shares and the Offer becoming or being declared  unconditional in
all respects,  the Company shall (a) implement the procedures set out in Section
429 et seq. of the Companies Act to acquire any  outstanding  Shares and (b) use
all commercially  reasonable  endeavors to acquire 100 per cent of the Shares as
promptly as practicable.

(c) The Company  covenants  and agrees that without the prior  written
agreement of the Syndication Agent and the Administrative Agent the Company will
not (i) issue or cause to be  issued  (or  permit  any  other  Affiliate  of the
Company  to issue) any press  release or other  written  public  statement,  the
relevant  portion of the text of which has not been  previously  approved by the
Syndication Agent and the Administrative Agent (which such approval shall not be
unreasonably withheld or delayed), which makes reference to this Agreement or to
some or all of the  Lenders  in  relation  to this  Agreement  unless the public
statement is required by applicable  law, the City Code or any stock exchange or
is in connection  with any judicial  proceeding  concerning  this  Agreement (in
which case the Company shall notify the Syndication Agent and the Administrative
Agent and the Lenders as soon as practicable upon becoming aware that the public
statement is required)  (provided that the Syndication Agent, the Administrative
Agent and the Lenders acknowledge that, pursuant to the City Code, (X) a summary
of the  principal  terms  of this  Agreement  will  be  disclosed  in the  Offer
Document,  and (Y) this Agreement will be available for public  inspection while
the Offer  remains open for  acceptance)  or (ii) take or permit to be taken any
step as a result of which the cash  portion  of the  offer  price  stated in the
Offer Document is, or may be required to be,  increased  beyond the level agreed
between the Company,  the Syndication  Agent and the  Administrative  Agent from
time to time.

(d) The Company covenants and agrees that, in respect of the Offer, it
will comply with the City Code (subject to any applicable waivers by the Panel),
the Financial Services Act 1986, the Companies Act and all other applicable laws
relevant to the Offer in all material respects.

(e) Unless to do so would be a breach of any other  provision  of this
Section  5.08,  the Company  covenants and agrees that it will from time to time
keep the  Syndication  Agent and the  Administrative  Agent  informed  as to the
status and progress of the Offer and, in particular, will from time to time upon
request give to the Syndication  Agent and the  Administrative  Agent reasonable
details  as to the  current  level of  acceptances  of the Offer and such  other
matters  relevant to the Offer as the Syndication  Agent and the  Administrative
Agent may reasonably request.

(f) The Company  covenants and agrees, in any event, to give notice to
lapse the Offer in the event that 120 days after Announcement Date the Offer has
not been declared wholly  unconditional  as to acceptances,  unless the Required
Lenders agree in their absolute discretion to extend such period.

(g) The  Company  covenants  and  agrees to procure  that,  as soon as
legally and practically possible after the date the Offer becomes or is declared
unconditional in all respects the Target shall be removed from the Official List
of the London Stock Exchange Limited and re-registered as a private company.

SECTION  5.09.  Financial  Assistance.  The Company shall use its best
efforts  after the  consummation  of the  Acquisition  to cause  Target  and its
Subsidiaries to comply with Section 151 et seq. of the Companies Act,  including
by following  the  Whitewash  Procedure in order to  facilitate  the transfer of
available cash from Target and its Subsidiaries to the Company.

ARTICLE VI.

Negative Covenants

The  Company  covenants  and agrees  with the  Lenders  that until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder by the Company have been paid in full:

SECTION  6.1.  Financial  Covenant.  The Company  shall not permit the
Company Capitalization Ratio to exceed 62.5%.

SECTION 6.2.  Liens.  The Company will not, and will not permit any of
its Consolidated  Subsidiaries to, create,  incur, assume or permit to exist any
Lien on any property or asset now owned or  hereafter  acquired by it, or assign
or sell any income or  revenues  (including  accounts  receivable)  or rights in
respect of any thereof, except:

(a) Permitted Encumbrances;

(b) any Lien on any  property  or asset of the  Company  or any of its
Consolidated  Subsidiaries existing on the date hereof and set forth in Schedule
6.02; provided that (i) such Lien shall not apply to any other property or asset
of the Company or any of its Consolidated  Subsidiaries and (ii) such Lien shall
secure  only  those  obligations  which  it  secures  on  the  date  hereof  and

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extensions,   renewals  and  replacements  thereof  that  do  not  increase  the
outstanding principal amount thereof;

(c)  any  Lien  existing  on  any  property  or  asset  prior  to  the
acquisition  thereof by the Company or any of its  Consolidated  Subsidiaries or
existing  on any  property or asset of any Person  that  becomes a  Consolidated
Subsidiary  after  the date  hereof  prior to the time  such  Person  becomes  a
Consolidated  Subsidiary;  provided  that  (i)  such  Lien  is  not  created  in
contemplation  of or in connection with such acquisition or such Person becoming
a Consolidated Subsidiary,  (ii) such Lien shall not apply to any other property
or assets of the Company or any of its Consolidated  Subsidiaries and (iii) such
Lien shall  secure only those  obligations  which it secures on the date of such
acquisition  or the date such  Person  becomes a  Consolidated  Subsidiary,  and
extensions,   renewals  and  replacements  thereof  that  do  not  increase  the
outstanding principal amount thereof;

(d)  Liens  securing  or  consisting  of Debt of the  Company  and its
Consolidated  Subsidiaries  incurred  to  finance  the  acquisition  of fixed or
capital  assets;  provided  that (i) such Liens  shall be created  substantially
simultaneously with such acquisition,  (ii) such Liens securing such Debt do not
at any time encumber any property other than the property  financed by such Debt
and (iii) the principal amount of Debt secured by any such Lien shall at no time
exceed  100% of the  original  purchase  price of such  assets (in the case of a
purchase)  or fair value of such  property at the time it was  acquired  (in all
other cases);

(e)  Liens  to  secure  Debt  of  the  Company  and  its  Consolidated
Subsidiaries  not  otherwise  permitted by this Section 6.02, to the extent that
the aggregate Debt secured thereby does not exceed 15% of the  Consolidated  Net
Tangible Assets of the Company and its Consolidated Subsidiaries;

(f) Liens on  assets of any  Consolidated  Subsidiary  of the  Company
securing  indebtedness owed to the Company or any other Consolidated  Subsidiary
of the Company.

SECTION  6.03.   Fundamental   Changes.   (a)  The  Company  will  not
consolidate  with or merge into any other Person,  or permit any Person to merge
or  consolidate  into  it,  or make  any  sale or  other  disposition  of all or
substantially  all of its assets to, or acquire  substantially all of the assets
of, any other Person, or liquidate or dissolve unless:

(i) the survivor of any such merger or  consolidation or the purchaser
or acquiror of such assets shall be a  corporation  incorporated  under the
laws of one of the States of the United States and not more than 25% of the
voting stock  (assuming the  conversion of all  convertible  securities and
exercise  of all  options,  rights or  warrants)  of such  survivor or such
purchaser   shall  be  owned  by  such  other  Person  or  its  owners  and
shareholders;

(ii)  such  survivor  or such  purchaser  (if not the  Company)  shall
expressly  assume the  obligations  of the  Company  under  this  Agreement
pursuant  to  documentation  in  form  and  substance  satisfactory  to the
Administrative Agent; and

(iii) at the time thereof and immediately  after giving effect thereto
no Default shall have occurred and be continuing and the Company shall have
furnished the  Administrative  Agent with  evidence of compliance  with the
provisions of this Section 6.03.

(b) The Company will not, and will not permit any of its  Consolidated
Subsidiaries  to,  engage to any  material  extent in any  business  other  than
energy-related businesses.

SECTION 6.04. Restrictive  Agreements.  The Company will not, and will
not permit any of its  Consolidated  Subsidiaries  to,  directly or  indirectly,
enter into,  incur or permit to exist any  agreement or other  arrangement  that
prohibits,   restricts  or  imposes  any  condition  upon  the  ability  of  any
Significant  Subsidiary to pay dividends or other  distributions with respect to
any shares of its  capital  stock or to make or repay  loans or  advances to the
Company.

SECTION  6.05.  Future  Subsidiary  Guaranties.  The Company  will not
permit any  Subsidiary  to Guaranty  any other Debt of the  Company  unless such
Subsidiary  simultaneously executes a guaranty agreement in a form and substance
reasonably  satisfactory  to the  Administrative  Agent for the  Guaranty of the
payment of the obligations hereunder;  provided, however, that the Company shall
not be obligated to provide any such  Guaranty if the provision of such Guaranty
would result in an adverse Tax consequence to the Company or its Subsidiaries.

SECTION 6.06.  Company  Subsidiary  Debt Ratio.  The Company shall not
permit the Company Subsidiary Debt Ratio to exceed 3.50%.

SECTION 6.07.  Existing Credit  Agreement.  During the period from the
Announcement  Date through the Closing  Date,  the Company  shall not borrow any
amount  either  individually  or in the  aggregate  under  the  Existing  Credit
Agreement  that  exceeds  the  difference  between  the  aggregate   Commitments
hereunder plus the aggregate  commitments  under the Facility A Credit Agreement
less, an amount equal to the sum of (i) the Certain Funds  Committed  Amount and
(ii) the Facility A Certain Funds Committed Amount.

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ARTICLE VII

Events of Default

If any of the following events ("Events of Default") shall occur:

(a) the  Company  shall be in default in the  payment  when due of any
principal of any Loan on the maturity date thereof;

(b) the Company  shall be in default for five days in the payment when
due of any interest on any Loan or any other amount (other than  principal)  due
hereunder;

(c) any  representation or warranty made or deemed made by the Company
in Article III or in any certificate of the Company furnished to the Syndication
Agent and the  Administrative  Agent or any Lender hereunder shall prove to have
been  incorrect,  when made or deemed made, in any material  respect;  provided,
however,  that no such  representation or warranty  contained in Section 3.04 or
3.05 shall be deemed to have been  incorrect  when made by the Company by reason
of any facts or circumstances  disclosed in any financial  statements or reports
furnished  under Section 5.01 and received by the Lenders not later than 45 days
prior to, or otherwise specifically disclosed in writing to the Lenders at least
15 days prior to, the date such representation and warranty is made or deemed to
be made in connection  with the entering into of this Agreement or in connection
with the making of a Loan to the  Company or the  occasion of any  Borrowing  as
contemplated in Section 4.02;

(d) the  Company  shall be in  default in the  performance  of (i) the
covenants  contained in Sections  5.07,  5.08,  6.02,  6.03,  6.04,  6.05,  6.06
(except,  during the Certain  Funds  Period,  to the extent that such default of
Section  6.06 is a result of Debt of Target and its  Subsidiaries)  and 6.07 for
five consecutive days after such default shall have become known to the Company,
(ii) the covenant  contained in Sections  6.01 for five  consecutive  days after
such  default  shall  have  become  known to the  Company,  or (iii)  any  other
covenant,  condition or agreement contained in this Agreement for 30 consecutive
days after such default shall have become known to the Company;

(e)  any  obligation  of  the  Company  in  respect  of  any  Material
Indebtedness now or hereafter  outstanding shall become due by its terms whether
by acceleration or otherwise and shall not be paid,  extended or refunded or any
default or event of default  shall occur in respect of any such  obligation  and
shall  continue  for a  period  of  time  sufficient  to  cause  or  permit  the
acceleration  of maturity  thereof,  or the  Company  shall fail to pay any Swap
Payment  Obligation of the Company in excess of $10,000,000 when due and payable
(whether by  acceleration  or otherwise),  unless the Company is contesting such
Swap Payment  Obligation in good faith by  appropriate  proceedings  and has set
aside appropriate  reserves  relating thereto in accordance with GAAP;  provided
that  in  the  case  of  any  guaranties,   endorsements  and  other  contingent
obligations  in respect of any such  obligation  for borrowed money of an entity
other than the Company (all of the foregoing being herein called  "Accommodation
Guaranty Indebtedness"), a default with respect to any evidence of Accommodation
Guaranty Indebtedness of the Company or under any agreement under which any such
evidence  of  Accommodation  Guaranty  Indebtedness  may  be  outstanding  shall
constitute an Event of Default hereunder only if there shall have been a default
in the  performance  by the  Company  of its  obligations  with  respect to such
Accommodation  Guaranty  Indebtedness  and such default shall  continue for more
than 30 days  after a  holder  or  beneficiary  of such  Accommodation  Guaranty
Indebtedness shall have demanded the performance of such obligation;

(f) final  judgment for the payment of money in excess of  $10,000,000
shall be rendered against the Company and the same shall remain undischarged for
a period  of 60 days  during  which  the  judgment  shall  not be on  appeal  or
execution thereof shall not be effectively stayed;

(g)  Company  or any of its  Significant  Subsidiaries  (or  prior  to
completion of the Acquisition,  the Target or any Significant  Subsidiary of the
Target)  shall  (i) apply  for or  consent  to the  appointment  of a  receiver,
trustee,  administrator  or liquidator of itself or of all or a substantial part
of its assets,  (ii) be unable, or admit in writing its inability or failure, to
pay its debts  generally,  (iii) make a general  assignment  for the  benefit of
creditors,  (iv) be adjudicated a bankrupt or insolvent,  (v) commence any case,
proceeding  or other  action  under any  existing  or  future  law  relating  to
bankruptcy,  insolvency,  reorganization or relief of debtors seeking to have an
order for relief  entered  with  respect to it, or  seeking to  adjudicate  it a
bankrupt  or  insolvent,  or seeking  reorganization,  arrangement,  adjustment,
winding up, liquidation,  dissolution,  composition or other relief with respect
to it or its debts or an arrangement  with creditors or taking  advantage of any
insolvency  law or  proceeding  for the  relief  of  debtors,  or file an answer
admitting  the  material  allegations  of a  petition  filed  against  it in any
bankruptcy,  reorganization  or insolvency  proceeding,  or (vi) take  corporate
action for the purpose of effecting any of the foregoing;

(h) any case,  proceeding  or other action shall be  instituted in any
court of  competent  jurisdiction,  against  Company  or any of its  Significant
Subsidiaries  (or  prior to  completion  of the  Acquisition  the  Target or any
Significant Subsidiary of the Target), seeking in respect of such Company or any
of its Significant  Subsidiaries  (or prior to completion of the Acquisition the
Target or any Significant  Subsidiary of the Target) adjudication in bankruptcy,
reorganization,   dissolution,   winding  up,  liquidation,   administration,  a
composition  or  arrangement  with  creditors,  a  readjustment  of  debts,  the
appointment  of a trustee,  receiver,  administrator,  liquidator or the like of
such Company or any of its Significant  Subsidiaries  (or prior to completion of
the Acquisition  the Target or any  Significant  Subsidiary of the Target) or of
all or any  substantial  part of its assets,  or other like relief in respect of

31

such Company or any of its Significant  Subsidiaries  (or prior to completion of
the Acquisition  the Target or any  Significant  Subsidiary of the Target) under
any  bankruptcy  or  insolvency  law and such case,  proceeding  or other action
results  in an  entry  of an  order  for  relief  or any  such  adjudication  or
appointment  or if such case,  proceeding or other action is being  contested by
such Company or any of its Significant  Subsidiaries  (or prior to completion of
the Acquisition the Target or any Significant  Subsidiary of the Target) in good
faith, the same shall continue  undismissed,  or unstayed and in effect, for any
period of 60 consecutive days; or

(i) at any time  subsequent  to  December  31,  1999 and  prior to the
Maturity Date, Continuing Directors shall fail to constitute at least a majority
of the Board of Directors of the Company;  for the foregoing  purpose,  the term
"Continuing  Directors" means those persons who were directors of the Company on
December 31, 1999 and any person whose  election or nomination for election as a
director of the Company at any time subsequent  thereto was approved by at least
a majority of the persons who were then Continuing Directors;

then,  and in every such event  (other than an event  described in clause (g) or
(h) of this Article),  and at any time thereafter during the continuance of such
event, the  Administrative  Agent shall, at the request of the Required Lenders,
by notice to the Company,  take either or both of the following actions,  at the
same or different  times:  (i)  terminate  the  Commitments,  and  thereupon the
Commitments  shall  terminate  immediately,  and (ii)  declare  the  Loans  then
outstanding  to be due and  payable  in  whole  (or in part,  in which  case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and  payable,  together  with  accrued  interest  thereon and all fees and other
obligations  of any of the  Company  accrued  hereunder,  shall  become  due and
payable immediately, without presentment, demand, protest or other notice of any
kind,  all of which are hereby  waived by the Company;  and in case of any event
with respect to the Company described in clause (g) or (h) of this Article,  the
Commitments  shall  automatically  terminate and the principal of the Loans then
outstanding,  together  with  accrued  interest  thereon  and all fees and other
obligations of the Company accrued hereunder, shall automatically become due and
payable,  without presentment,  demand, protest or other notice of any kind, all
of which are hereby waived by the Company;  provided,  that  notwithstanding any
other  provision of the Loan  Documents,  during the Certain Funds  Period,  the
Administrative  Agent and the Lenders (or any of them or any other  party) shall
not be entitled to (i) terminate or reduce the Commitments  below the sum of the
Certain  Funds  Committed  Amount,  (ii) rescind this  Agreement or exercise any
right of set off or counterclaim  in respect of Offer  Borrowings only nor (iii)
declare the Loans due and  payable (or due and payable on demand) or  accelerate
any principal amounts outstanding hereunder howsoever described,  in whole or in
part  arising  on the basis of an Event of  Default  unless an Event of  Default
described in subsection (a), (b),  (d)(i),  (g) or (h) in respect of the Company
or (in so far as it relates to a breach of any of Sections 3.02,  3.03,  3.08 or
3.09)  subsection  (c) in respect of the  Company  shall  have  occurred  and be
continuing.

Notwithstanding  anything to the contrary in the preceding  paragraph,
during the Clean-up Period,  neither the Administrative Agent nor any Lender may
(i) terminate or reduce the Commitments, (ii) rescind this Agreement or exercise
any right of set off or counterclaim in respect of Borrowings hereunder or (iii)
declare  the Loans to be due and  payable  (or due and  payable  on  demand)  or
accelerate any principal amounts outstanding hereunder,  howsoever described, as
a result  solely of one or more  Defaults  or Events of  Defaults  described  in
paragraphs  (c),  (d) or (e) of this  Article  VII;  provided  that the event or
circumstance  giving  rise to such  Default or Event of  Default,  (i)  directly
relates to Target or any of its Subsidiaries (or any of their businesses, assets
or liabilities),  (ii) is capable of being cured or remedied during the Clean-up
Period and (iii) arose prior to the Closing Date;  provided,  further,  that the
Administrative  Agent and the Lenders  shall be entitled to exercise any and all
rights and remedies  granted to them hereunder and under the Loan Documents with
respect to an occurrence or continuation of any such Default or Event of Default
after the expiration of the Clean-up Period. It is understood and agreed that no
Event of Default  will be deemed to have  occurred  by reason of (i) a breach of
Section  6.01 or  6.02(e)  resulting  solely  from a change  in GAAP  after  the
Effective  Date or (ii) a  breach  of any of the  provisions  of this  Agreement
resulting solely from a change in the reporting requirements of the SEC.

It is understood  and agreed that, as soon as the Certain Funds Period
ends, all the rights,  remedies and entitlements of the Administrative Agent and
the Lenders  shall be  available  even though  they have not been  exercised  or
available during the Certain Funds Period.

ARTICLE VIII.

The Administrative Agent

Each of the Lenders  hereby  irrevocably  appoints the  Administrative
Agent as its agent and authorizes the Administrative  Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the  terms  hereof,  together  with  such  actions  and  powers  as are
reasonably incidental thereto.

The bank serving as the Administrative  Agent hereunder shall have the
same rights and powers in its  capacity as a Lender as any other  Lender and may
exercise the same as though it were not the Administrative  Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally  engage
in any kind of business with the Company or any of its  Subsidiaries  thereof or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

32

The  Administrative  Agent  shall not have any  duties or  obligations
except those expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other  implied  duties,  regardless  of whether a Default  has  occurred  and is
continuing,  (b) the  Administrative  Agent  shall not have any duty to take any
discretionary action or exercise any discretionary  powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required  to  exercise  in writing by the  Required  Lenders,  and (c) except as
expressly set forth herein, the Administrative  Agent shall not have any duty to
disclose,  and shall not be liable for the failure to disclose,  any information
relating to the Company or any of its  Subsidiaries  that is  communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity.  The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
all the Lenders to the extent  required by Section 9.02 or in the absence of its
own gross negligence or wilful  misconduct.  The  Administrative  Agent shall be
deemed not to have  knowledge  of any Default  unless and until  written  notice
thereof is given to the Administrative Agent by the Company or a Lender, and the
Administrative  Agent shall not be responsible for or have any duty to ascertain
or inquire  into (i) any  statement,  warranty or  representation  made in or in
connection with this Agreement, (ii) the contents of any certificate,  report or
other  document  delivered  hereunder  or  in  connection  herewith,  (iii)  the
performance or observance of any of the covenants,  agreements or other terms or
conditions set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document, or
(v) the  satisfaction  of any  condition  set forth in Article  IV or  elsewhere
herein,  other  than to  confirm  receipt  of  items  expressly  required  to be
delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been signed or sent by the proper Person. The  Administrative  Agent
also may rely upon any statement  made to it orally or by telephone and believed
by it to be made by the proper  Person,  and shall not incur any  liability  for
relying thereon.  The  Administrative  Agent may consult with legal counsel (who
may be counsel  for the  Company),  independent  accountants  and other  experts
selected by it, and shall not be liable for any action  taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

The  Administrative  Agent  may  perform  any and all its  duties  and
exercise  its  rights  and  powers  by or  through  any one or  more  sub-agents
appointed by the  Administrative  Agent. The  Administrative  Agent and any such
sub-agent  may perform any and all its duties and exercise its rights and powers
through their  respective  Related  Parties.  The exculpatory  provisions of the
preceding  paragraphs  shall  apply to any  such  sub-agent  and to the  Related
Parties of the Administrative  Agent and any such sub-agent,  and shall apply to
their  respective  activities in connection  with the  syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

Subject   to  the   appointment   and   acceptance   of  a   successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by  notifying  the  Lenders  and the  Company.  Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Company,  to appoint one of the Lenders a successor.  If no such successor shall
have been so  appointed  by the Required  Lenders and shall have  accepted  such
appointment within 30 days after the retiring  Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and in  consultation  with the Company,  appoint one of the Lenders as a
successor Administrative Agent which shall be a bank with an office in New York,
New  York,  or an  Affiliate  of any  such  bank.  Upon  the  acceptance  of its
appointment as  Administrative  Agent  hereunder by a successor,  such successor
shall succeed to and become vested with all the rights,  powers,  privileges and
duties of the retiring  Administrative  Agent,  and the retiring  Administrative
Agent shall be discharged  from its duties and obligations  hereunder.  The fees
payable by the Company to a successor  Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Company and
such successor.  After the Administrative  Agent's  resignation  hereunder,  the
provisions  of this  Article and Section  9.03 shall  continue in effect for its
benefit in respect  of any  actions  taken or omitted to be taken by it while it
was acting as Administrative Agent.

Each  Lender  acknowledges  that it  has,  independently  and  without
reliance  upon the  Administrative  Agent,  the  Syndication  Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit  analysis  and decision to enter into this  Agreement.  Each
Lender also acknowledges  that it will,  independently and without reliance upon
the Administrative Agent, the Syndication Agent or any other Lender and based on
such documents and  information as it shall from time to time deem  appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement,  any related agreement or any document furnished  hereunder
or thereunder.

The  Syndication  Agent shall not have any duties or  responsibilities
hereunder in its capacity as such  (except as  expressly  set forth  herein) and
shall  be  entitled  to  the  same  rights  and   privileges   afforded  to  the
Administrative Agent, in its capacity as such under Article VIII.

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ARTICLE IX.

Miscellaneous

SECTION  9.01.  Notices.  Except  in the  case of  notices  and  other
communications  expressly  permitted to be given by  telephone,  all notices and
other  communications  provided  for  herein  shall be in  writing  and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered mail or sent by telecopy, as follows:

(a) if to the Company, to Amerada Hess Corporation, 1185 Avenue of the
Americas,  New York, New York 10036,  Attention of Treasurer (Telecopy No. (212)
536-8617);

(b) if to the  Syndication  Agent,  to Goldman  Sachs Credit  Partners
L.P.,  85 Broad  Street,  New York,  New York 10004,  Attention  of Stephen King
(Telecopy No. (212) 357-0932),  with a copy to Barbara Aaron (Telecopy No. (212)
357-4597).

(c) if to the  Administrative  Agent, to The Chase Manhattan Bank, One
Chase Manhattan Plaza,  8th Floor, New York, New York 10081,  Attention of LuAnn
DeStefano (Telecopy No. (212) 552-5777).

(d) if to any other Lender,  to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications  hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

SECTION  9.02.  Waivers:  Amendments.  (a) No  failure or delay by the
Syndication Agent and the  Administrative  Agent or any Lender in exercising any
right or power hereunder shall operate as a waiver thereof, nor shall any single
or  partial  exercise  of  any  such  right  or  power,  or any  abandonment  or
discontinuance of steps to enforce such a right or power,  preclude any other or
further exercise thereof or the exercise of any other right or power. The rights
and  remedies  of the  Syndication  Agent and the  Administrative  Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would  otherwise have. No waiver of any provision of this Agreement or
consent  to any  departure  by the  Company  therefrom  shall  in any  event  be
effective  unless the same shall be  permitted  by this  Section,  and then such
waiver or consent shall be effective  only in the specific  instance and for the
purpose for which given.  Without limiting the generality of the foregoing,  the
making of a Loan shall not be construed  as a waiver of any Default,  regardless
of  whether  the  Administrative  Agent or any  Lender  may have had  notice  or
knowledge of such Default at the time.

(b) Neither this  Agreement  nor any  provision  hereof may be waived,
amended or modified  except  pursuant to an agreement or  agreements  in writing
entered into by the Company and the  Required  Lenders or by the Company and the
Administrative Agent with the consent of the Required Lenders;  provided that no
such  agreement  shall (i) increase  the  Commitment  of any Lender  without the
written consent of such Lender,  (ii) reduce the principal amount of any Loan or
reduce  the rate of  interest  thereon,  or reduce any fees  payable  hereunder,
without the written consent of each Lender affected thereby,  (iii) postpone the
scheduled  date of payment of the principal  amount of any Loan, or any interest
thereon, or any fees or any other amount payable hereunder, or reduce the amount
of,  waive or  excuse  any such  payment,  or  postpone  the  scheduled  date of
expiration  of any  Commitment,  without  the  written  consent  of each  Lender
affected  thereby,  (iv)  change  Section  2.16(b) or (c) in a manner that would
alter the pro rata  sharing of payments  required  thereby,  without the written
consent of each Lender,  or (v) change any of the  provisions of this Section or
the definition of "Required  Lenders" or any other provision  hereof  specifying
the number or  percentage  of  Lenders  required  to waive,  amend or modify any
rights  hereunder  or make any  determination  or grant any  consent  hereunder,
without  the  written  consent of each  Lender;  provided  further  that no such
agreement  shall amend,  modify or otherwise  affect the rights or duties of the
Administrative  Agent  hereunder  without  the  prior  written  consent  of  the
Administrative Agent.

SECTION 9.03.  Expenses;  Indemnity:  Damage  Waiver.  (a) The Company
agrees  to  pay  (i)  all  reasonable  out-of-pocket  expenses  incurred  by the
Syndication Agent and the Administrative  Agent and their Affiliates,  including
the reasonable  fees,  charges and  disbursements of counsel for the Syndication
Agent and the  Administrative  Agent,  in connection with the syndication of the
credit  facilities  provided for herein,  the preparation and  administration of
this  Agreement  and the Prior  Facility B Credit  Agreement or any  amendments,
modifications  or  waivers  of  the  provisions   hereof  (whether  or  not  the
transactions  contemplated  hereby or thereby shall be consummated) and (ii) all
out-of-pocket  expenses incurred by the Syndication Agent and the Administrative
Agent or any  Lender,  including  the fees,  charges  and  disbursements  of any
counsel for the Syndication Agent and the Administrative Agent or any Lender, in
connection  with the  enforcement or protection of its rights in connection with
this Agreement,  including its rights under this Section,  or in connection with
the  Loans  made   hereunder,   including  in   connection   with  any  workout,
restructuring or negotiations in respect thereof.

(b) The Company  agrees to  indemnify  the  Syndication  Agent and the
Administrative  Agent  and each  Lender,  and each  Related  Party of any of the
foregoing Persons (each such Person being called an "Indemnitee")  against,  and
hold  each  Indemnitee  harmless  from,  any and all  losses,  claims,  damages,
liabilities and related expenses, including the fees, charges and disbursements,
of  any  counsel  for  any  Indemnitee,  incurred  by or  asserted  against  any
Indemnitee  arising  out of,  in  connection  with,  or as a  result  of (i) the

34

execution  or  delivery  of this  Agreement  and the  Prior  Facility  B  Credit
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions  contemplated  hereby or the Offer
or any Indemnitee financing or agreeing to finance any acquisition of any Shares
by or on  behalf  of the  Company,  (ii)  any  Loan or the  use of the  proceeds
therefrom,  (iii)  any  actual or  alleged  presence  or  release  of  Hazardous
Materials on or from any property owned or operated by the Company or any of its
Subsidiaries,  or any Environmental  Liability related in any way to the Company
or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding  relating to any of the foregoing,  whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto;  provided that such indemnity shall not, as to any Indemnitee, be
available  to the extent  that such  losses,  claims,  damages,  liabilities  or
related  expenses are determined by a court of competent  jurisdiction  by final
and nonappealable  judgment to have resulted from the gross negligence or wilful
misconduct  of such  Indemnitee  or from a  breach  of  this  Agreement  by such
Indemnitee.

(c) To the extent that the Company fails to pay any amount required to
be paid  by it to the  Syndication  Agent  and the  Administrative  Agent  under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Syndication  Agent  and  the  Administrative   Agent  such  Lender's  Applicable
Percentage  (determined as of the time that the applicable  unreimbursed expense
or  indemnity  payment is  sought)  of such  unpaid  amount;  provided  that the
unreimbursed  expense or indemnified loss, claim,  damage,  liability or related
expense, as the case may be, was incurred by or asserted against the Syndication
Agent and the Administrative Agent in their capacity as such.

(d) To the extent  permitted by applicable  law, the Company shall not
assert,  and hereby waives,  any claim against any Indemnitee,  on any theory of
liability, for special, indirect,  consequential or punitive damages (as opposed
to direct or actual damages)  arising out of, in connection with, or as a result
of, this  Agreement or any  agreement or  instrument  contemplated  hereby,  the
Transactions, any Loan or the use of the proceeds thereof.

(e) All amounts due under this Section shall be payable promptly after
written demand therefor.

SECTION  9.04.  Successors  and Assigns.  (a) The  provisions  of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective  successors and assigns permitted  hereby,  except that the
Company may not assign or otherwise  transfer  any of its rights or  obligations
hereunder  without the prior  written  consent of each Lender (and any attempted
assignment or transfer by any the Company without such consent shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors  and  assigns   permitted   hereby  and,  to  the  extent   expressly
contemplated  hereby,  the Related Parties of each of the Syndication  Agent and
the Administrative  Agent and the Lenders) any legal or equitable right,  remedy
or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations  under this Agreement  (including all or a portion of
its Commitment and the Loans at the time owing to it);  provided that (i) except
in the case of an  assignment  to a Lender or an Affiliate of a Lender,  each of
the Company (except,  upon the occurrence and during the continuance of an Event
of  Default,  the  consent  of the  Company  shall  not  be  required)  and  the
Administrative  Agent must give their prior written  consent to such  assignment
(which consent shall not be unreasonably  withheld),  (ii) except in the case of
an  assignment  to a Lender or an Affiliate of a Lender or an  assignment of the
entire remaining amount of the assigning Lender's Commitment,  the amount of the
Commitment of the assigning  Lender subject to each such assignment  (determined
as of the date the Assignment and Acceptance  with respect to such assignment is
delivered to the  Administrative  Agent) shall each not be less than  $5,000,000
unless each of the Company and the Administrative Agent otherwise consent, (iii)
each partial  assignment shall be made as an assignment of a proportionate  part
of all the  assigning  Lender's  rights and  obligations  under this  Agreement,
except  that  this  clause  (iii)  shall  not  apply to  rights  in  respect  of
outstanding Competitive Loans, (iv) the parties to each assignment shall execute
and deliver to the Administrative  Agent an Assignment and Acceptance,  together
(except in the case of an assignment by a Lender to one of its  Affiliates or an
assignment as a result of any of the events contemplated by Section 2.17) with a
processing and recordation fee of $500 in the case of assignments  made by or to
Syndication Agent and $2,000 in the case of all other  assignments,  and (v) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an  Administrative  Questionnaire;  provided  further  that any  consent  of the
Company  otherwise  required  under this  paragraph  shall not be required if an
Event of Default  under  clause (g) or (h) of Article  VII has  occurred  and is
continuing.  Upon  acceptance  and  recording  pursuant to paragraph (d) of this
Section,  from and after the effective  date  specified in each  Assignment  and
Acceptance,  the assignee  thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Acceptance,  have the rights and
obligations  of  a  Lender  under  this  Agreement,  and  the  assigning  Lender
thereunder  shall, to the extent of the interest assigned by such Assignment and
Acceptance,  be released from its obligations  under this Agreement (and, in the
case of an Assignment  and  Acceptance  covering all of the  assigning  Lender's
rights and  obligations  under this  Agreement,  such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.13,
2.14,  2.15 and  9.03).  Any  assignment  or  transfer  by a Lender of rights or
obligations  under this Agreement that does not comply with this paragraph shall
be  treated  for  purposes  of this  Agreement  as a sale by  such  Lender  of a

35

participation in such rights and obligations in accordance with paragraph (e) of
this Section.

(c) The Administrative  Agent,  acting for this purpose as an agent of
the Company, shall maintain at one of its offices in The City of New York a copy
of  each  Assignment  and  Acceptance  delivered  to it and a  register  for the
recordation  of the names and addresses of the Lenders,  and the  Commitment of,
and  principal  amount of the Loans owing to, each Lender  pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register shall be
conclusive,  and the Company, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register  pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.

(d) Upon its receipt of a duly  completed  Assignment  and  Acceptance
executed  by an  assigning  Lender and an  assignee,  the  assignee's  completed
Administrative  Questionnaire  (unless the  assignee  shall  already be a Lender
hereunder),  the processing and  recordation fee referred to in paragraph (b) of
this Section and any written  consent to such  assignment  required by paragraph
(b) of this Section,  the Administrative  Agent shall accept such Assignment and
Acceptance  and record the  information  contained  therein in the Register.  No
assignment  shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

(e) Any Lender  may,  without the consent of any of the Company or the
Administrative Agent, sell participations to one or more banks or other entities
(a  "Participant")  in all or a portion of such Lender's  rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
owing to it);  provided that (i) such Lender's  obligations under this Agreement
shall remain unchanged,  (ii) such Lender shall remain solely responsible to the
other  parties  hereto for the  performance  of such  obligations  and (iii) the
Company,  the Administrative  Agent and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which
a Lender sells such a participation  shall provide that such Lender shall retain
the  sole  right  to  enforce  this  Agreement  and to  approve  any  amendment,
modification  or waiver of any provision of this  Agreement;  provided that such
agreement  or  instrument  may provide  that such  Lender will not,  without the
consent  of the  Participant,  agree to any  amendment,  modification  or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject  to  paragraph  (f) of  this  Section,  the  Company  agrees  that  each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 to
the  same  extent  as if it were a  Lender  and had  acquired  its  interest  by
assignment pursuant to paragraph (b) of this Section.

(f) A Participant shall not be entitled to receive any greater payment
under Section 2.13 or 2.15 than the  applicable  Lender would have been entitled
to receive with respect to the participations  sold to such Participant,  unless
the sale of the  participations  to such  Participant is made with the Company's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender  shall not be entitled to the benefits of Section 2.15 unless the Company
is notified of the participations  sold to such Participant and such Participant
agrees, for the benefit of the Company, to comply with Section 2.15(e) as though
it were a Lender.

(g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this  Agreement to secure  obligations of
such Lender,  including any such pledge or assignment to a Federal Reserve Bank,
and this Section  shall not apply to any such pledge or assignment of a security
interest;  provided  that no such pledge or  assignment  of a security  interest
shall release a Lender from any of its  obligations  hereunder or substitute any
such assignee for such Lender as a party hereto.

SECTION 9.05.  Margin Stock.  Notwithstanding  any other  provision of
this Agreement,  Section 6.02 will not be applicable to Margin Stock held by the
Company  and/or any  Subsidiary,  and  clause  (e) of  Article  VII shall not be
applicable  to any  acceleration,  default or event of  default  under any other
obligation  of the  Company,  to the extent in each case  required  to avoid the
Loans being deemed to be  "indirectly  secured" by Margin Stock for the purposes
of Regulation U of the Board.

SECTION 9.06. Survival. All covenants, agreements, representations and
warranties  made  by  the  Company  herein  and  in the  certificates  or  other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive  the  execution  and  delivery of this  Agreement  and the making of any
Loans,  regardless of any  investigation  made by any such other party or on its
behalf and  notwithstanding  that the Syndication  Agent and the  Administrative
Agent or any Lender may have had notice or knowledge of any Default or incorrect
representation  or warranty at the time any credit is  extended  hereunder,  and
shall  continue  in full  force and  effect as long as the  principal  of or any
accrued  interest on any Loan or any fee or any other amount  payable under this
Agreement  is  outstanding  and unpaid and so long as the  Commitments  have not
expired or  terminated.  The provisions of Sections  2.13,  2.14,  2.15 and 9.03
shall survive and remain in full force and effect regardless of the consummation
of the  transactions  contemplated  hereby,  the  repayment  of the  Loans,  the
expiration  or  termination  of the  Commitments  or  the  termination  of  this
Agreement or any provision hereof.

SECTION 9.07. Counterparts: Integration: Effectiveness. This Agreement
may be executed in  counterparts  (and by different  parties hereto on different
counterparts), each of which shall constitute an original, but all of which when

36

taken  together  shall  constitute a single  contract.  This  Agreement  and any
separate letter agreements with respect to fees payable to the Syndication Agent
and the  Administrative  Agent  constitute the entire contract among the parties
relating  to the  subject  matter  hereof  and  supersede  any and all  previous
agreements and understandings,  oral or written,  relating to the subject matter
hereof.  Except as  provided  in  Section  4.01,  this  Agreement  shall  become
effective  when it shall have been  executed  by the  Syndication  Agent and the
Administrative Agent and when the Syndication Agent and the Administrative Agent
shall have received  counterparts  hereof which,  when taken together,  bear the
signatures of each of the other parties hereto,  and thereafter shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.  Delivery of an executed counterpart of a signature page
of this  Agreement  by  telecopy  shall be  effective  as delivery of a manually
executed counterpart of this Agreement.

SECTION 9.08. Severability. Any provision of this Agreement held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

SECTION  9.09.  Right of  Setoff.  If an Event of  Default  shall have
occurred and be  continuing,  each Lender is hereby  authorized  at any time and
from time to time, to the fullest extent  permitted by law, to set off and apply
any and all deposits (general or special, time or demand,  provisional or final)
at any time held and other  indebtedness  at any time owing by such Lender to or
for  the  credit  or the  account  of the  Company  against  any of and  all the
obligations  of the Company now or hereafter  existing under this Agreement held
by such Lender,  irrespective  of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.  The
rights of each Lender  under this  Section  are in addition to other  rights and
remedies (including other rights of setoff) which such Lender may have.

SECTION  9.10.  Governing  Law;  Jurisdiction;  Consent  to Service of
Process;  Process  Agent;  Waiver  of  Immunity.  (a)  This  Agreement  shall be
construed in accordance with and governed by the law of the State of New York.

(b) The Company hereby irrevocably and  unconditionally  submits,  for
itself and its property,  to the nonexclusive  jurisdiction of the Supreme Court
of the State of New York  sitting in New York  County  and of the United  States
District  Court of the Southern  District of New York,  and any appellate  court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement,  or for  recognition or enforcement of any judgment,  and each of the
parties hereto hereby irrevocably and unconditionally  agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent  permitted by law, in such Federal  court.  Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect any right that the Administrative  Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the Company
or its properties in the courts of any jurisdiction.

(c) The Company hereby irrevocably and unconditionally  waives, to the
fullest extent it may legally and  effectively do so, any objection which it may
now or hereafter  have to the laying of venue of any suit,  action or proceeding
arising  out of or  relating  to this  Agreement  in any  court  referred  to in
paragraph (b) of this  Section.  Each of the parties  hereto hereby  irrevocably
waives,  to the fullest extent  permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

(d) The  Company  irrevocably  consents  to  service of process in the
manner  provided for notices to the Company in Section 9.01 and each other party
to this  Agreement  irrevocably  consents  to  service  of process in the manner
provided  for  notices to it in Section  9.01.  Nothing in this  Agreement  will
affect the right of any party to this  Agreement  to serve  process in any other
manner permitted by law.

SECTION 9.11.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST  EXTENT  PERMITTED BY APPLICABLE  LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR
RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER
BASED ON CONTRACT,  TORT OR ANY OTHER  THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.12. Headings.  Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  shall  not  affect  the   construction  of,  or  be  taken  into
consideration in interpreting, this Agreement.

SECTION 9.13.  Confidentiality.  Each of the Syndication Agent and the
Administrative  Agent and the Lenders agrees to maintain the  confidentiality of
the Information (as defined below), except that Information may be disclosed (a)
to its and its Affiliates' directors,  officers, employees and agents, including
accountants,  legal  counsel and other  advisors (it being  understood  that the
Persons to whom such  disclosure  is made will be informed  of the  confidential

37

nature  of  such   Information   and   instructed   to  keep  such   Information
confidential),  (b) to the extent requested by any regulatory authority,  (c) to
the extent  required by  applicable  laws or  regulations  or by any subpoena or
similar  legal  process,  (d) to any  other  party  to  this  Agreement,  (e) in
connection  with the exercise of any remedies  hereunder or any suit,  action or
proceeding  relating to this Agreement or the  enforcement of rights  hereunder,
(f) subject to an  agreement  containing  provisions  substantially  the same as
those of this Section,  to any assignee of or Participant in, or any prospective
assignee  of or  Participant  in,  any of its rights or  obligations  under this
Agreement,  (g)  with the  consent  of the  Company  or (h) to the  extent  such
Information (i) becomes publicly available other than as a result of a breach of
this  Section  or  (ii)  becomes  available  to the  Syndication  Agent  and the
Administrative  Agent or any  Lender on a  non-confidential  basis from a source
other than the Company.  For the purposes of this Section,  "Information"  means
all  information  received  from the  Company  relating  to the  Company  or its
business,  other than any such  information that is available to the Syndication
Agent and the  Administrative  Agent or any  Lender on a  nonconfidential  basis
prior to disclosure by the Company;  provided  that, in the case of  information
received from the Company  after the date hereof,  such  information  is clearly
identified  at the time of  delivery  as  confidential.  Any Person  required to
maintain the confidentiality of Information as provided in this Section shall be
considered  to have  complied  with its  obligation  to do so if such Person has
exercised  the same  degree  of care to  maintain  the  confidentiality  of such
Information as such Person would accord to its own confidential information.

SECTION 9.14.  Amendment & Restatement.  Upon the Amended and Restated
Effective  Date,  this  Agreement  shall  amend and  restate  and replace in its
entirety the Prior Facility B Credit Agreement.

[Remainder of page intentionally left blank.]

38

IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed by their respective  authorized officers as of the day and year
first above written.

AMERADA HESS CORPORATION COMPANY:

By:__________________________
Name:
Title:

39

SOLE SYNDICATION AGENT,
JOINT BOOK RUNNER, JOINT LEAD
ARRANGER AND A LENDER:                      GOLDMAN SACHS CREDIT PARTNERS L.P.,

By:__________________________
Name:
Title:

40

JOINT BOOK RUNNER, JOINT
LEAD ARRANGER:                              CHASE SECURITIES INC.

By:__________________________
Name:
Title:

41

ADMINISTRATIVE AGENT
AND A LENDER:                               THE CHASE MANHATTAN BANK

By:__________________________
Name:
Title:

42

SCHEDULE 2.01
TO AMENDED AND RESTATED
CREDIT AGREEMENT

Commitments

Lender                                                       Commitment

Goldman Sachs Credit Partners L.P.                         $1,000,000,000
The Chase Manhattan Bank                                   $1,000,000,000

Total                  $2,000,000,000
==============

43

SCHEDULE 3.10(a)
TO AMENDED AND RESTATED
CREDIT AGREEMENT

Scheduled Debt

44

SCHEDULE 3.10(b)
TO AMENDED AND RESTATED
CREDIT AGREEMENT

Scheduled Target Liens

45

SCHEDULE 6.02
TO AMENDED AND RESTATED
CREDIT AGREEMENT

Existing Liens

46

EXHIBIT A
TO AMENDED AND RESTATED
CREDIT AGREEMENT

FORM OF
ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit Agreement,  dated
as of November 14, 2000, among Amerada Hess  Corporation  (the  "Company"),  the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), Goldman Sachs Credit Partners L.P., as Joint Book Runner, Joint
Lead Arranger and sole Syndication  Agent,  Chase Securities Inc., as Joint Book
Runner and Joint Lead Arranger and The Chase Manhattan  Bank, as  Administrative
Agent (the "Credit  Agreement").  Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.

The Assignor  identified on Schedule 1 hereto (the "Assignor") and the
Assignee identified on Schedule 1 hereto (the "Assignee") agree as follows:

1. The Assignor hereby  irrevocably  sells and assigns to the Assignee
without recourse to the Assignor,  and the Assignee hereby irrevocably purchases
and  assumes  from the  Assignor  without  recourse to the  Assignor,  as of the
Effective Date (as defined  below),  the interest set forth on Schedule 1 hereto
(the "Assigned  Interest") in and to the Assignor's rights and obligations under
the Credit Agreement with respect to those revolving  credit facility  contained
in the Credit  Agreement (the "Assigned  Facility") in a principal amount and/or
commitment amount for the Assigned Facility as set forth on Schedule 1 hereto.

2. The Assignor (a) makes no representation or warranty and assumes no
responsibility  with respect to any  statements,  warranties or  representations
made in or in  connection  with the  Credit  Agreement  or with  respect  to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit  Agreement,  any other Loan  Document or any other  instrument  or
document  furnished  pursuant  thereto,  other  than that the  Assignor  has not
created any adverse claim upon the interest  being  assigned by it hereunder and
that such  interest is free and clear of any such  adverse  claim;  (b) makes no
representation  or warranty  and assumes no  responsibility  with respect to the
financial condition of the Company,  any of its Subsidiaries,  any other obligor
or the performance or observance by the Company,  any of its  Subsidiaries,  any
other obligor of any of their respective  obligations under the Credit Agreement
or any document  executed in  connection  therewith or any other  instrument  or
document furnished  pursuant hereto or thereto;  and (c) attaches any Notes held
by it evidencing the Assigned Facility and (i) requests that the  Administrative
Agent, upon request by the Assignee,  exchange any attached Notes for a new Note
payable to the  Assignee  and (ii) if the  Assignor has retained any interest in
the Assigned  Facility,  requests  that the  Administrative  Agent  exchange any
attached  Notes for a new Note payable to the Assignor,  in each case in amounts
which reflect the  assignment  being made hereby (and after giving effect to any
other assignments which have become effective on the Effective Date).

3.  The  Assignee  (a)  represents  and  warrants  that it is  legally
authorized to enter into this  Assignment and  Acceptance;  (b) confirms that it
has  received  a copy of the  Credit  Agreement,  together  with  copies  of the
financial  statements delivered pursuant to Sections 5.01 thereof and such other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into this Assignment and  Acceptance;  (c) agrees
that it  will,  independently  and  without  reliance  upon  the  Assignor,  the
Administrative  Agent  or any  other  Lender  and  based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  decisions in taking or not taking  action under the Credit  Agreement or
any other  instrument  or document  furnished  pursuant  hereto or thereto;  (d)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
or any other instrument or document  furnished pursuant hereto or thereto as are
delegated to the Administrative  Agent by the terms thereof,  together with such
powers as are  incidental  thereto;  and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations  which by the terms of the Credit  Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction  outside the United States, its obligation pursuant to Section 2.15
of the Credit Agreement.

4. The effective date of this  Assignment and Acceptance  shall be the
date set forth on  Schedule  1 hereto  (the  "Effective  Date").  Following  the
execution  of this  Assignment  and  Acceptance,  it will  be  delivered  to the
Administrative  Agent for acceptance by them and recording by the Administrative
Agent  pursuant to the Credit  Agreement,  effective  as of the  Effective  Date
(which shall not, unless  otherwise  agreed to by the  Administrative  Agent, be
earlier than five Business Days after the date of such  acceptance and recording
by the Administrative Agent).

5. Upon such  acceptance and  recording,  from and after the Effective
Date,  the  Administrative  Agent  shall  make all  payments  in  respect of the
Assigned Interest  (including  payments of principal,  interest,  fees and other
amounts)  to the  Assignee  whether  such  amounts  have  accrued  prior  to the
Effective Date or accrue  subsequent to the Effective Date. The Assignor and the

47

Assignee   shall  make  all   appropriate   adjustments   in   payments  by  the
Administrative  Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

6. From and after the  Effective  Date,  (a) the  Assignee  shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other  documents  executed  in  connection  therewith  and shall be bound by the
provisions  thereof and (b) the Assignor  shall,  to the extent provided in this
Assignment  and  Acceptance,  relinquish  its  rights and be  released  from its
obligations under the Credit Agreement.

7. This  Assignment and Acceptance  shall be governed by and construed
in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.

48

SCHEDULE 1

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Principal/Commitment                  Commitment Percentage
Amount Assigned                          Assigned
-----------------------------------    -------------------------------

$_________                          $___________

[NAME OF ASSIGNEE]                          [NAME OF ASSIGNOR]

By:_________________________                By:______________________
Title:                                               Title:

Accepted:

THE CHASE MANHATTAN BANK,
as Administrative Agent

By:________________________
Title:

Consented to By:

AMERADA HESS CORPORATION

By:__________________________
Title:

By:__________________________
Title:

49

EXHIBIT B
TO AMENDED AND RESTATED
CREDIT AGREEMENT

FORM OF NON-NEGOTIABLE
REVOLVING LOAN NOTE

U.S.$___________

New York, New York
_________ __, 2000

FOR VALUE  RECEIVED,  the  undersigned,  AMERADA HESS  CORPORATION,  a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order  of__________  (the "Lender") on the dates and in the manner set forth
in Sections 2.08 and 2.16 of the Credit Agreement (as defined below) referred to
below at the office of the Administrative Agent set forth in Section 2.16 of the
Credit  Agreement in  immediately  available  funds,  on the  Maturity  Date (as
defined in the Credit  Agreement)  the principal  amount of (a)  _________  U.S.
DOLLARS  (U.S.$_____),  or (b) the  aggregate  unpaid  principal  amount  of all
Revolving  Loans made by the Lender to the Borrower  pursuant to subsection 2.03
of such Credit  Agreement.  The Borrower  further agrees to pay interest in like
money at such  office on the unpaid  principal  amount  hereof from time to time
outstanding  at the rates and on the dates  specified  in  Section  2.11 of such
Credit Agreement.

The  holder of this  Note is  authorized  to  record on the  schedules
annexed hereto and made a part hereof or on a  continuation  thereof which shall
be  attached  hereto and made a part  hereof  the date,  Type and amount of each
Revolving Loan made by the Lender pursuant to such Credit Agreement and the date
and amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar  Loans, the length of each Interest Period and the applicable
Adjusted LIBO Rate with respect thereto.  Each such recordation shall constitute
prima facie evidence of the accuracy of the  information  so recorded,  provided
that  the  failure  to make  any  such  recordation  or any  error  in any  such
recordation  shall not affect the  obligations of the Borrower under such Credit
Agreement or this Note.

This  Note (a) is one of the  Notes  referred  to in the  Amended  and
Restated  Credit  Agreement,   dated  as  of  November  14,  2000  (as  amended,
supplemented or otherwise  modified from time to time, the "Credit  Agreement"),
among the Borrower,  the Lender, the other banks and financial institutions from
time to time parties thereto,  Goldman Sachs Credit Partners L.P., as Joint Book
Runner,  Joint Lead Arranger and sole Syndication  Agent, Chase Securities Inc.,
as Joint Book Runner and Joint Lead  Arranger and The Chase  Manhattan  Bank, as
Administrative  Agent,  (b) is subject to the provisions of the Credit Agreement
and (c) is subject to optional and  mandatory  prepayment in whole or in part as
provided in the Credit Agreement.

Upon the  occurrence of any one or more Events of Default as specified
in the Credit  Agreement,  all amounts then remaining  unpaid on this Note shall
become, or may be declared to be,  immediately due and payable,  all as provided
in the Credit Agreement.

All  parties  now and  hereafter  liable  with  respect  to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE  GOVERNED  BY, AND  CONSTRUED  AND  INTERPRETED  IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

AMERADA HESS CORPORATION

By:________________________
Title:

50

Schedule A
to Note

ABR LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS

------------------------------------------------------------------------------------------------------
Unpaid
Amount of     Amount of       Principal
Amount       Principal of  ABR Loans       Balance of
Amount of     Converted to   ABR Loans     Converted to    ABR Loans    Notation
Date            ABR Loans     ABR Loans      Repaid        Eurodollar       Loans       Made By
------------------------------------------------------------------------------------------------------

51

Schedule B
to Note

EURODOLLAR LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS

------------------------------------------------------------------------------------------------------------
Interest
Period and                   Amount of     Unpaid
Amount         Eurodollar    Amount of      Eurodollar    Principal
Amount of       Converted to   Rate with     Principal of   Loans         Balance of
Eurodollar      Eurodollar     Respect       Eurodollar     Converted to  Eurodollar     Notation
Date      Loans           Loans          Thereto       Loans Repaid   ABR Loans     Loans          Made By
------------------------------------------------------------------------------------------------------------

52

EXHIBIT C-1
TO AMENDED AND RESTATED
CREDIT AGREEMENT

FORM OF WHITE & CASE LLP OPINION

[TO COME]

53

EXHIBIT C-2
TO AMENDED AND RESTATED
CREDIT AGREEMENT

AMERADA HESS CORPORATION
1185 Avenue of the Americas
New York, New York 10036

J. BARCLAY COLLINS, II
Executive Vice President
and General Counsel
(212) 536-8577
FAX:  (212) 536-8339

November 14, 2000

Goldman Sachs Credit Partners L.P.,
as Joint Lead Arranger, Joint Book Runner and
Sole Syndication Agent
85 Broad Street
New York, NY  10004

Chase Securities Inc.,
as Joint Lead Arranger and Joint Book Runner
270 Park Avenue
New York, New York 10017

The Chase Manhattan Bank
as Administrative Agent
270 Park Avenue
New York, New York 10017

The Lenders party to the
Credit Agreements referred to below from time to time

Ladies and Gentlemen:

I am the  general  counsel to  Amerada  Hess  Corporation,  a Delaware
corporation  (the  "Company"),  and have  acted as such in  connection  with the
preparation,  execution  and  delivery of (i) the Amended  and  Restated  Credit
Agreement,  dated as of November 14, 2000 (the  "Facility A Credit  Agreement"),
among the Company, the several banks and other financial  institutions from time
to time parties thereto (the "Lenders"),  Goldman Sachs Credit Partners L.P., as
joint book  runner,  joint lead  arranger  and sole  syndication  agent (in such
capacity,  the "Syndication Agent"), Chase Securities Inc., as joint book runner
and joint lead arranger and The Chase  Manhattan Bank, as  administrative  agent
(in such capacity,  the "Administrative Agent) and (ii) the Amended and Restated
Credit  Agreement,  dated  as of  November  6,  2000  (the  "Facility  B  Credit
Agreement"  and  together  with the  Facility A Credit  Agreement,  the  "Credit
Agreements"),   among  the  Company,  the  several  banks  and  other  financial
institutions  from time to time parties thereto (the  "Lenders"),  Goldman Sachs
Credit  Partners  L.P.,  as joint  book  runner,  joint lead  arranger  and sole
syndication agent (in such capacity,  the "Syndication Agent"), Chase Securities
Inc., as joint book runner and joint lead arranger and The Chase Manhattan Bank,
as administrative agent (in such capacity, the "Administrative Agent).

The opinions  expressed below are furnished to you pursuant to Section
4.01. A of the Credit Agreements. Unless otherwise defined herein, terms defined
in the Credit  Agreements  and used herein shall have the meanings given to them
in the Credit Agreements.

In arriving at the  opinions  expressed  below,  I have  examined  the
following documents:

(a) the Credit  Agreements  and the Notes  signed by the Company  (the
Credit Agreements and such Notes being  hereinafter  referred to collectively as
the "Transaction Documents"); and

(b) such corporate documents and records of the Company and such other
instruments and certificates of public officials,  officers and  representatives
of the Company and other Persons as I have deemed  necessary or appropriate  for
the purpose of the opinion.

In  arriving  at  the  opinions  expressed  below,  I have  made  such
investigations of law as I have deemed appropriate as a basis for such opinions.

In rendering  the opinions  expressed  below,  I have (a) relied as to
certain  matters of fact on  certificates  of the officers of the  Company,  (b)
assumed, with your permission, without independent investigation or inquiry, (i)
the authenticity of all documents  submitted as originals,  (ii) the genuineness
of all signatures on all documents that I have examined (other than those of the

54

Company and  officers of the  Company)  and (iii) the  conformity  to  authentic
originals of documents submitted as certified, conformed or photostatic copies.

When  the  opinions  expressed  below  are  stated  "to the best of my
knowledge," I have made  reasonable  and diligent  investigation  of the subject
matters  of such  opinions  and have no reason to believe  that there  exist any
facts or other  information  that  would  render  such  opinions  incomplete  or
incorrect.

Based upon and subject to the foregoing, I am of the opinion that:

1. The  Company  is duly  incorporated  and is validly  existing  as a
corporation  in  good  standing  under  the  laws  of  the  jurisdiction  of its
incorporation.

2. The Company has the corporate power and authority to own, lease and
operate  its  properties  and to conduct the  business in which it is  currently
engaged and is duly qualified to transact  business as a foreign  corporation or
other legal entity and is in good  standing or  appropriately  qualified in each
jurisdiction  where its  ownership,  leasing,  or  operation  of property or the
conduct of its business requires such  qualification,  except to the extent that
the failure to have such power and  authority and the failure to be so qualified
and in good standing does not, in the aggregate,  constitute a Material  Adverse
Effect.

3. The Company has the corporate power and authority to make,  deliver
and perform its obligations under each Transaction  Document and to borrow under
the Credit Agreements.  The Company has taken all necessary  corporate action to
authorize the  borrowings on the terms and  conditions of the Credit  Agreements
and the other Transaction  Documents,  and to authorize the execution,  delivery
and performance of the Credit Agreements and each other Transaction Document. No
consent  or  authorization  of,  notice  to,  filing  with or other act by or in
respect  of, any  Governmental  Authority  or any other  Person is  required  in
connection with (i) the borrowings by the Company under the Credit Agreements or
(ii) the execution,  delivery and performance by the Company, or the validity or
enforceability against the Company, of each Transaction Document.

4. Each  Transaction  Document has been duly executed and delivered on
behalf of the Company.  Each Transaction Document constitutes a legal, valid and
binding obligation of the Company, enforceable against it in accordance with its
terms.

5. The  execution  and  delivery of each  Transaction  Document by the
Company,  the  performance  by the Company of its  obligations  thereunder,  the
consummation of the  transactions  contemplated  thereby,  the compliance by the
Company with any of the provisions thereof,  the borrowings by the Company under
the Credit Agreements and the use of proceeds thereof,  all as provided therein,
(a) will not violate (i) any  requirement  of law or any  regulation or order of
any  Governmental  Authority  applicable to the Company or (ii) any  Contractual
Obligation of the Company or any of its Subsidiaries and (b) will not result in,
or  require,  the  creation  or  imposition  of any  Lien on any of its or their
respective  assets or  properties  pursuant to any such  requirement  of law (or
regulation or order) or Contractual Obligation.

6.  No  litigation,  investigation  or  proceeding  of or  before  any
arbitrator or Governmental Authority is pending or, to the best of my knowledge,
threatened by or against the Company or any of its  Subsidiaries  or against any
of its or their respective properties or revenues (a) with respect to the Credit
Agreements  or  any of the  other  Transaction  Documents  or  (b)  which  would
constitute a Material Adverse Effect.

7. To the best of my  knowledge,  neither  the  Company nor any of its
Subsidiaries is in default under or with respect to any Contractual  Obligations
in any respect which would constitute a Material Adverse Effect.

8.  The  Company  is  not  an   "investment   company"  or  a  company
"controlled"  by an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended.  The Company is not subject to regulation under
any Federal or state  statute or  regulation  which  limits its ability to incur
Indebtedness.

The opinions set forth in the second sentence of paragraph 4 above are
subject  to  the  effects  of  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and other  similar  laws  relating to or  affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law),  including,  without limitation,  concepts of
materiality and  reasonableness  and an implied  covenant of good faith and fair
dealing.

I am a member  of the bar of the  State  of New York and the  opinions
expressed  herein are based upon and are limited to the laws of such state,  the
General  Corporation  Law of the State of Delaware  and the Federal  laws of the
United States of America.

This  opinion has been  rendered  solely for your  benefit and for the
benefit of your  permitted  assignees  pursuant  to  Section  9.04 of the Credit
Agreements in connection  with the Credit  Agreements and the other  Transaction
Documents  and the  transactions  contemplated  thereby  and  may  not be  used,
circulated,  quoted,  relied upon or otherwise referred to for any other purpose
without my prior written consent;  provided,  however,  that this opinion may be
delivered to your  regulators,  accountants,  attorneys  and other  professional
advisers and may be used in connection  with any legal or regulatory  proceeding

55

relating to the subject matter of this opinion.

Very truly yours,

J. Barclay Collins

1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS
LETTER OF TRANSMITTAL MAY NOT BE USED TO ACCEPT THE OFFER FOR ORDINARY SHARES OF
LASMO PLC; THE FORM OF ACCEPTANCE, AUTHORITY AND ELECTION IS THE APPROPRIATE
DOCUMENT FOR SUCH PURPOSES. In considering what action you should take, you are
recommended immediately to seek your own financial advice from your stockbroker,
attorney, accountant or other independent financial advisor.

If you have sold or otherwise transferred all your American Depositary
Shares ("LASMO ADSs") of LASMO plc ("LASMO"), please pass this document and all
accompanying documents as soon as possible to the purchaser or transferee, or to
the bank, stockbroker or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee. HOWEVER, SUCH
DOCUMENTS SHOULD NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED IN OR INTO
AUSTRALIA, CANADA OR JAPAN.

Amerada Hess Corporation (the "Offeror") is offering to purchase, on the
terms and subject to the conditions set forth in the Offer Document dated
December      , 2000 (the "Offer Document") and this Letter of Transmittal and
the Form of Acceptance (which, as amended or supplemented from time to time,
together constitute the "Offer"), (i) all issued and to be issued ordinary
shares of 25p each of LASMO ("LASMO Shares") for L98.29 in cash and 1 new
Amerada Hess Share for every 78.7 LASMO Shares and (ii) all American Depositary
Shares of LASMO ("LASMO ADSs"), each representing three LASMO Shares and
evidenced by American Depositary Receipts ("LASMO ADRs") for L294.87 in cash and
3 new Amerada Hess shares for every 78.7 LASMO ADSs.
--------------------------------------------------------------------------------
LETTER OF TRANSMITTAL
TO ACCEPT THE OFFER FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF

LASMO PLC
PURSUANT TO THE OFFER DOCUMENT DATED DECEMBER      , 2000

by

AMERADA HESS CORPORATION

and by

GOLDMAN SACHS INTERNATIONAL
on its behalf
(outside the United States)
--------------------------------------------------------------------------------
THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 PM (LONDON
TIME), 10:00 AM (NEW YORK CITY TIME) ON JANUARY      , 2001, UNLESS EXTENDED. AT
THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, IF
ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED,
WAIVED, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT LEAST 14
CALENDAR DAYS. HOLDERS OF LASMO ADSS WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD (EXCEPT IN LIMITED
CIRCUMSTANCES).

The US Depositary For The Offer Is:

THE BANK OF NEW YORK

BY MAIL:                 FACSIMILE TRANSMISSION:      BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department     (for Eligible Institutions     Tender & Exchange Department
P.O. Box 11248                       Only)                    101 Barclay Street
Church Street Station              (212) 815-6213            Receive and Deliver Window
New York, New York 10286-1248                                     New York, New York 10286

FOR CONFIRMATION ONLY
TELEPHONE:
(800) 507-9357

2

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TO A NUMBER OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE US
DEPOSITARY.

THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

ACCEPTING HOLDERS OF LASMO ADSS EVIDENCED BY LASMO ADRS WILL RECEIVE CASH
PAYMENTS IN DOLLARS INSTEAD OF POUNDS STERLING UNLESS THEY ELECT OTHERWISE
HEREIN TO RECEIVE CASH PAYMENTS IN POUNDS STERLING. IF YOU WISH TO RECEIVE
POUNDS STERLING INSTEAD OF DOLLARS, YOU MUST PLACE AN "X" IN THE BOX ENTITLED
"POUNDS STERLING PAYMENT ELECTION."

ACCEPTANCE OF THE OFFER IN RESPECT OF LASMO SHARES (EXCEPT INSOFAR AS THEY
ARE REPRESENTED BY LASMO ADSS EVIDENCED BY LASMO ADRS) CANNOT BE MADE BY MEANS
OF THIS LETTER OF TRANSMITTAL. If you hold LASMO Shares that are not represented
by LASMO ADSs, you can obtain a Form of Acceptance for accepting the Offer in
respect of those LASMO Shares from the Information Agent or the UK Receiving
Agent. See Instruction 14 of this Letter of Transmittal.

Delivery of a Letter of Transmittal, LASMO ADRs (or book-entry transfer of
such LASMO ADSs evidenced by LASMO ADRs) and any other required documents to the
US Depositary by a holder of LASMO ADSs will be deemed (without any further
action by the US Depositary) to constitute an acceptance of the Offer by such
holder with respect to such LASMO ADSs evidenced by LASMO ADRs subject to the
terms and conditions set out in the Offer Document and this Letter of
Transmittal. Capitalized terms and certain other terms used in this Letter of
Transmittal and not otherwise defined herein shall have the respective meanings
assigned to them in the Offer Document.

This Letter of Transmittal is to be used either if LASMO ADRs evidencing
LASMO ADSs are to be forwarded herewith or if delivery of LASMO ADSs is to be
made by book-entry transfer to an account maintained by the US Depositary at a
Book-Entry Transfer Facility as defined in, and pursuant to the procedures for
book-entry transfer set out in, "Procedures for tendering LASMO ADSs --
Book-entry transfer" in paragraph 12(c) of Part B of Appendix I to the Offer
Document.

[ ]  CHECK BOX IF LASMO ADSS IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE
US DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER
LASMO ADSS EVIDENCED BY LASMO ADRS BY BOOK-ENTRY TRANSFER):

Name of Delivering Institution

Account Number 
-----------------------------

Transaction Code Number
-------------------

2

3

If a holder of LASMO ADSs wishes to accept the Offer and LASMO ADRs
evidencing such LASMO ADSs are not immediately available or the procedures for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach the US Depositary while the Offer remains
open for acceptances, such holder's acceptance of the Offer may be effected by
following the guaranteed delivery procedure specified in paragraph 12(h) of Part
B of Appendix I to the Offer Document. See Instruction 2 of this Letter of
Transmittal. HOWEVER, RECEIPT OF A NOTICE OF GUARANTEED DELIVERY WILL NOT BE
TREATED AS A VALID ACCEPTANCE FOR THE PURPOSE OF SATISFYING THE ACCEPTANCE
CONDITION.

[ ]  CHECK BOX IF LASMO ADSS IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT
TO THE US DEPOSITARY AND COMPLETE THE FOLLOWING:

Name(s) of registered owner(s)
-------------------------------------------------

Date of execution of Notice of Guaranteed Delivery
-----------------------------

Name of institution that guaranteed delivery
-----------------------------------

3

4

----------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF LASMO ADSS TENDERED
(See Instructions 3 and 4)
----------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF
REGISTERED HOLDER(S) (PLEASE
FILL IN, IF BLANK, EXACTLY AS                                          ADSS TENDERED
NAME(S) APPEAR(S) ON ADR(S))                              (ATTACH ADDITIONAL LIST IF NECESSARY)
----------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF ADSS
ADR SERIAL              EVIDENCED BY           NUMBER OF ADSS
NUMBER(S)*                ADR(S)*                TENDERED**
----------------------------------------------------------------------

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

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

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

----------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
* Need not be completed for book-entry transfers.
** Unless otherwise indicated, it will be assumed that all LASMO ADSs evidenced by the ADRs delivered to the US Depositary
are being tendered. See Instruction 4.
----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------
MIX AND MATCH ELECTION
(See Instruction 9)
-----------------------------------------------------------------------------------
Insert the number of LASMO ADSs in respect of which you
wish to receive additional Amerada Hess Shares:
-----------------------------------------------------------------------------------
Insert the number of LASMO ADSs in respect of which you
wish to receive additional cash
-----------------------------------------------------------------------------------

4

5

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ
THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby instructs the US Depositary to accept the Offer on
behalf of the undersigned with respect to the LASMO ADSs evidenced by LASMO ADRs
specified in the box entitled "Description of LASMO ADSs Tendered" subject to
the terms and conditions set out in the Offer Document and this Letter of
Transmittal, by informing the Offeror in writing that the Offer has been so
accepted. The undersigned hereby acknowledges that delivery of this Letter of
Transmittal, the LASMO ADRs evidencing tendered LASMO ADSs (or book-entry
transfer of such LASMO ADSs evidenced by LASMO ADRs) and any other required
documents to the US Depositary by a holder of LASMO ADSs will be deemed (without
any further action by the US Depositary) to constitute acceptance of the Offer
by such holder in respect of such holder's LASMO ADSs, subject to the terms and
conditions set out in the Offer Document and this Letter of Transmittal.

The undersigned understands that acceptance of the Offer by the undersigned
pursuant to the procedures described herein and in the instructions hereto,
subject to the withdrawal rights described in the Offer Document, will
constitute a binding agreement between the undersigned and the Offeror upon the
terms and subject to the conditions of the Offer. IF ACCEPTANCE HAS BEEN MADE IN
RESPECT OF THE LASMO ADSS THEN A SEPARATE ACCEPTANCE IN RESPECT OF THE LASMO
SHARES REPRESENTED BY SUCH LASMO ADSS MAY NOT BE MADE.

The undersigned hereby delivers to the US Depositary the above-described
LASMO ADSs evidenced by LASMO ADRs for which the Offer is being accepted, in
accordance with the terms and Conditions of the Offer Document and this Letter
of Transmittal, receipt of which is hereby acknowledged.

Upon the terms of the Offer (including, if the Offer is extended, revised
or amended, the terms or conditions of any such extension, revision or
amendment), and effective at the time that all Conditions to the Offer have been
satisfied, fulfilled or, where permitted, waived (at which time the Offeror will
give notice thereof to the US Depositary), and if he or she has not validly
withdrawn his or her acceptance, the undersigned hereby sells, assigns and
transfers to, or upon the order of, the Offeror all right, title and interest in
and to all LASMO ADSs evidenced by LASMO ADRs with respect to which the Offer is
being accepted (and any and all LASMO ADSs or other securities or rights
issuable in respect of such LASMO ADSs) and irrevocably constitutes and appoints
the US Depositary the true and lawful agent and attorney-in-fact of the
undersigned with respect to such LASMO ADSs (and any such other LASMO ADSs,
securities or rights), with full power of substitution and resubstitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver LASMO ADRs for such LASMO ADSs (and any such other
LASMO ADSs, securities or rights) or accept transfer of ownership of such LASMO
ADSs (and any such other LASMO ADSs, securities or rights) on the account books
maintained by a Book-Entry Transfer Facility together, in any such case, with
all accompanying evidences of transfer and authenticity to, or upon the order
of, the Offeror, (b) present such LASMO ADRs for such LASMO ADSs (and any other
LASMO ADSs, securities or rights) for transfer, and (c) receive all benefits and
otherwise exercise all rights of beneficial ownership of such LASMO ADSs (and
any such other LASMO ADSs, securities or rights), all in accordance with the
terms of the Offer.

The undersigned agrees that its execution hereof (together with any
signature guarantees) and its delivery to the US Depositary shall constitute an
authority to any Director of the Offeror in accordance with the terms of
paragraph 7 of Part B of Appendix I to the Offer Document.

The undersigned agrees that effective from and after the date hereof or, if
later, the date on which all conditions to the Offer are satisfied, fulfilled
or, where permitted, waived: (a) the Offeror or its agents shall be entitled to
direct the exercise of any votes attaching to LASMO Shares represented by any
LASMO ADSs evidenced by LASMO ADRs in respect of which the Offer has been
accepted or is deemed to have been accepted (the "Accepted ADSs") and any other
rights and privileges attaching to such LASMO Shares, including any right to
requisition a general meeting of LASMO or of any class of its shareholders, and
(b) the

5

6

execution of the Letter of Transmittal by a holder of LASMO ADSs (together with
any signature guarantees) and its delivery to the US Depositary shall constitute
in respect of Accepted ADSs: (i) an authority to LASMO or its agents from the
undersigned to send any notice, circular, warrant, document or other
communications that may be required to be sent to him as a LASMO ADS holder to
the Offeror at its registered office, (ii) an authority to the Offeror or its
agent to sign any consent to short notice of a general meeting or separate class
meeting on behalf of the holder of Accepted ADSs and/or to execute a form of
proxy in respect of the Accepted ADSs appointing any person nominated by the
Offeror to attend general meetings and separate class meetings of LASMO or its
shareholders (or any of them) (or any adjournments thereof) and to exercise the
votes attaching to LASMO Shares represented by such Accepted ADSs on his behalf
and (iii) the agreement of the undersigned not to exercise any such rights
without the consent of the Offeror and the irrevocable undertaking of the
undersigned not to appoint a proxy for or to attend general meetings or separate
class meetings of LASMO in respect of such Accepted ADSs.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to accept the Offer and to sell, assign and transfer
the LASMO ADSs evidenced by LASMO ADRs (and LASMO Shares represented by such
LASMO ADSs) in respect of which the Offer is being accepted or deemed to be
accepted (and any and all other LASMO ADSs, securities or rights issued or
issuable in respect of such LASMO ADSs) and, when the same are purchased by the
Offeror, the Offeror will acquire good title thereto, free from all liens,
equitable interests, charges, and encumbrances and together with all rights
attaching thereto, including voting rights and the right to receive all
dividends and other distributions declared, made or paid, with respect to LASMO
Shares represented by the LASMO ADSs. The undersigned will, upon request,
execute any additional documents deemed by the US Depositary or the Offeror to
be necessary or desirable to complete the sale, assignment and transfer of the
LASMO ADSs evidenced by LASMO ADRs in respect of which the Offer is being
accepted (and any and all other LASMO ADSs, securities or rights).

The undersigned irrevocably undertakes, represents, and warrants to and
agrees with the Offeror (so as to bind him, his personal representative, heirs,
successors and assigns) to the effect that the undersigned: (i) has not received
or sent copies of this document or any Form of Acceptance or any related
documents in, into or from Canada, Australia or Japan and has not otherwise
utilized in connection with the Offer, directly or indirectly, the Canadian,
Australian or Japanese mails or any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) of interstate or
foreign commerce, or any facilities of a national securities exchange, of
Canada, Australia or Japan, (ii) is accepting the Offer from outside Canada,
Australia or Japan and (iii) is not an agent or fiduciary acting on a
non-discretionary basis for a principal, unless such agent is an authorized
employee of such principal or such principal has given any instructions with
respect to the Offer from outside Canada, Australia or Japan.

This Letter of Transmittal relates to the tender of LASMO ADSs. For the
avoidance of doubt, by delivery of this Letter of Transmittal to the US
Depositary in respect of LASMO ADSs the undersigned agrees not to instruct the
Depositary (the "ADS Depositary") under the Second Amended and Restated Deposit
Agreement dated as of June 7, 1993 to accept the offer for LASMO Shares made by
Amerada Hess in respect of the LASMO Shares represented by such LASMO ADSs. By
delivery of this Letter of Transmittal the undersigned irrevocably authorizes
the US Depositary, at its election, to instruct the ADS Depositary not to accept
such offer in respect of the LASMO Shares represented by such LASMO ADSs.

The undersigned further agrees that by delivery of this Letter of
Transmittal to the US Depositary in respect of LASMO ADSs, the undersigned will
not, unless such Letter of Transmittal is validly withdrawn, deliver such ADSs
to the ADS Depositary to request withdrawal of the LASMO Shares represented by
such LASMO ADSs.

All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned. Except as stated in the Offer Document, this acceptance is
irrevocable.

Unless otherwise indicated herein under "Special Payment Instructions," the
undersigned hereby instructs the US Depositary to issue, or cause to be issued,
the check for the cash purchase price and the stock

6

7

certificate representing Amerada Hess Shares in the name(s) of the registered
holder(s) appearing under "Description of LASMO ADSs Tendered." Similarly,
unless otherwise indicated under "Special Delivery Instructions," the
undersigned hereby instructs the US Depositary to mail, or cause to be mailed,
the check for the purchase price and/or return, or cause to be returned, any
LASMO ADRs evidencing LASMO ADSs in respect of which the Offer is not being
accepted or which are not purchased (and accompanying documents, as appropriate)
and stock certificate representing Amerada Hess Shares to the address(es) of the
registered holder(s) appearing under "Description of LASMO ADSs Tendered." In
the event that the "Special Payment Instructions" and/or the "Special Delivery
Instructions" are completed, the undersigned hereby instructs the US Depositary
to (i) issue and/or mail, or cause to be issued and/or mailed, the check for the
purchase price, if any, and the stock certificate representing Amerada Hess
Shares, if any, in the name of, and/or to the address of, the person or persons
so indicated, and/or (ii) return, or cause to be returned, any LASMO ADRs
evidencing LASMO ADSs in respect of which the Offer is not being accepted or
which are not purchased, if any, to the person at the address so indicated. In
the case of a book-entry delivery of LASMO ADSs evidenced by LASMO ADRs, the
undersigned hereby instructs the US Depositary to credit the account maintained
at the Book-Entry Transfer Facility with any LASMO ADSs in respect of which the
Offer is not being accepted or which are not purchased. The undersigned
recognizes that the US Depositary will not transfer any LASMO ADSs which are not
purchased pursuant to the Offer from the name of the registered holder thereof
to any other person.

If the box headed "Pounds Sterling Payment Election" is not checked, the
undersigned hereby elects to receive cash payments in US dollars in an amount
equal to all cash amounts payable pursuant to the Offer converted from pounds
sterling to US dollars at the exchange rate obtainable by the US Depositary on
the spot market in London at approximately 12:00 noon (London time) on the date
the cash consideration is made available by the Offeror to the US Depositary for
delivery to holders of LASMO ADSs. The actual amount of US dollars received will
depend upon the exchange rate prevailing on the day funds are made available to
the US Depositary by the Offeror. Holders of LASMO ADSs should also be aware
that the US dollar/pound sterling exchange rate which is prevailing at the date
on which the undersigned executes this Letter of Transmittal and on the date of
dispatch of payment may be different from that prevailing on the day funds are
made available to the US Depositary by the Offeror. In all cases, fluctuations
in the US dollar/ pounds sterling exchange rate are at the risk of accepting
holders of LASMO ADSs who do not elect to receive their consideration in pounds
sterling.

SUBJECT TO THE TERMS OF THE OFFER DOCUMENT, THIS LETTER OF TRANSMITTAL
SHALL NOT BE CONSIDERED COMPLETE AND VALID, AND PAYMENT OF CONSIDERATION
PURSUANT TO THE OFFER SHALL NOT BE MADE, UNTIL LASMO ADRS EVIDENCING THE LASMO
ADSS IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED AND ALL OTHER REQUIRED
DOCUMENTATION HAVE BEEN RECEIVED BY THE US DEPOSITARY AS PROVIDED IN THE OFFER
DOCUMENT AND THIS LETTER OF TRANSMITTAL.

[ ]  CHECK HERE IF ANY LASMO ADRS REPRESENTING LASMO ADSS THAT YOU OWN HAVE BEEN
LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 13.

--------- Number of LASMO ADSs represented by the lost, stolen or destroyed
LASMO ADRs

7

8

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
[ ]  Check box ONLY if the check for the purchase price and the certificate
representing Amerada Hess Shares with respect to LASMO ADSs purchased are
to be issued in the name of someone other than the undersigned.
Issue to:
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)

Address:
-------------------------------------------------------------------------

-------------------------------------------------------------------------
(INCLUDE ZIP CODE)

--------------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(SEE SUBSTITUTE FORM W-9 INCLUDED HEREIN)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
[ ]  Check box ONLY if the check for the purchase price with respect to LASMO
ADSs purchased and/or LASMO ADRs evidencing LASMO ADSs in respect of which
the Offer is not accepted or which are not purchased and/or the certificate
representing Amerada Hess Shares are to be mailed to someone other than the
undersigned, or to the undersigned at an address other than that shown
above.
Mail    [ ] Check   [ ] ADR certificates   [ ] Amerada Hess Shares certificates:
Name
--------------------------------------------------------------------------------
(PLEASE PRINT)

Address
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)

POUNDS STERLING PAYMENT ELECTION
[ ]  Check box ONLY if you wish to receive all (but not part) of the amount of
cash consideration to be paid by a check in pounds sterling. If you do not
check this box you will receive payment by a check in US dollars in an
amount equal to all cash amounts payable pursuant to the Offer converted
from pound sterling amounts payable to US dollars at the exchange rate
obtainable by the US Depositary on the spot market in London at
approximately 12:00 noon (London time) on the date the cash consideration
is made available by the Offeror to the US Depositary for delivery to
holders of LASMO ADSs.

8

9

SIGN HERE
AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN

--------------------------------------------------------------------------------
(SIGNATURE(S) OF OWNER(S))

Dated:
, 200      
------------------------------      ------

(Must be signed by registered holder(s) exactly as name(s) appear(s) on LASMO
ADRs evidencing LASMO ADSs or by person(s) to whom LASMO ADRs surrendered have
been assigned and transferred, as evidenced by endorsement, stock powers and
other documents transmitted herewith. If signature is by any trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or others
acting in a fiduciary or representative capacity, please set forth the following
and see Instruction 5.)
Name(s):
------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity (full title):
---------------------------------------------------------------
Address:
-------------------------------------------------------------------------

-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number:
---------------------------------------------------
Tax Identification or Social Security No.:
-----------------------------------------------
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 And 5)
Authorized Signature:
---------------------------------------------------------------
Name:
--------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Title:
---------------------------------------------------------------------------
Name of Firm:
--------------------------------------------------------------------
Address:
-------------------------------------------------------------------------

-------------------------------------------------------------------------
(INCLUDE ZIP CODE)

Area Code and Telephone Number:
---------------------------------------------------

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

Dated:
, 200      
------------------------------      ------ 

9

10

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE U.S. OFFER

1.    GUARANTEE OF SIGNATURES. No signature guarantee is required on the
Letter of Transmittal if (a) the Letter of Transmittal is signed by the
registered holder(s) of the LASMO ADSs evidenced by LASMO ADRs in respect of
which the Offer is being accepted herewith and such holder(s) have not completed
either the box entitled "Special Payment Instructions" or the box entitled
"Special Delivery Instructions" on this Letter of Transmittal or (b) the Offer
is being accepted in respect of such LASMO ADSs for the account of an Eligible
Institution. In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by a financial institution (including most banks, savings and
loan associations and brokerage houses) which is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion Program
or the Stock Exchange Medallion Program (an "Eligible Institution"). See
Instruction 5.

2.    DELIVERY OF LETTER OF TRANSMITTAL AND LASMO ADSS. This Letter of
Transmittal is to be completed either if LASMO ADRs evidencing LASMO ADSs are to
be forwarded herewith or if delivery is to be made by book-entry transfer to an
account maintained by the US Depositary at a Book-Entry Transfer Facility
pursuant to the procedures for book-entry transfer set out in paragraph 12(c) of
Part B of Appendix I to the Offer Document. LASMO ADRs evidencing LASMO ADSs or
confirmation of a book-entry transfer of such LASMO ADSs into the US
Depositary's account at a Book-Entry Transfer Facility, as well as a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) together with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message and any other documents
required by this Letter of Transmittal, must be delivered to the US Depositary
at one of its addresses set forth herein.

If a holder of LASMO ADSs wishes to accept the Offer and LASMO ADRs
evidencing such LASMO ADSs are not immediately available or the procedures for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach the US Depositary while the Offer remains
open for acceptances, such holder's acceptance of the Offer may be effected by
following the guaranteed delivery procedure specified in paragraph 12(h) of Part
B of Appendix I to the Offer Document. Pursuant to the guaranteed delivery
procedures (a) acceptance must be made by or through an Eligible Institution,
(b) a properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form provided by the Offeror must be received by the US
Depositary while the Offer remains open for acceptance and (c) LASMO ADRs
evidencing the LASMO ADSs in respect of which the Offer is being accepted (or,
in the case of LASMO ADSs held in book-entry form, timely confirmation of the
book-entry transfer of such LASMO ADSs into the US Depositary's account at a
Book-Entry Transfer Facility as described in the Offer Document) together with a
properly completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantees or, in the case of a
book-entry transfer, an Agent's Message and any other documents required by this
Letter of Transmittal, are received by the US Depositary within three New York
Stock Exchange business days.

THE METHOD OF DELIVERY OF LASMO ADSS EVIDENCED BY LASMO ADRS AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE HOLDERS OF LASMO ADSS
ACCEPTING THE OFFER AND THE DELIVERY WILL BE MADE ONLY WHEN ACTUALLY RECEIVED BY
THE US DEPOSITARY (INCLUDING, IN THE CASE OF BOOK-ENTRY TRANSFER, BY BOOK-ENTRY
CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

No alternative, conditional or contingent acceptance will be accepted and
no fractional LASMO ADSs will be purchased. All accepting LASMO ADS holders, by
execution of this Letter of Transmittal, waive any right to receive any notice
of the acceptance of their LASMO ADSs for payment.

10

11

3.    INADEQUATE SPACE. If the space provided herein is inadequate, the
serial numbers of the LASMO ADRs and/or the number of LASMO ADSs should be
listed on a separate schedule attached hereto.

4.    PARTIAL ACCEPTANCES (NOT APPLICABLE TO BOOK-ENTRY TRANSFERS). If the
Offer is to be accepted in respect of less than all of the LASMO ADSs evidenced
by any LASMO ADRs delivered to the US Depositary herewith, fill in the number of
LASMO ADSs in respect of which the Offer is being accepted in the box entitled
"Number of ADSs Tendered." In such case, a new LASMO ADR for the remainder of
the LASMO ADSs (in respect of which the Offer is not being accepted) represented
by the old LASMO ADR will be sent to the registered holder as promptly as
practicable following the date on which the LASMO ADSs in respect of which the
Offer has been accepted are purchased.

The Offer will be deemed to have been accepted in respect of all LASMO ADSs
evidenced by LASMO ADRs delivered to the US Depositary unless otherwise
indicated. In the case of partial acceptances, LASMO ADSs in respect of which
the Offer was not accepted will not be reissued to a person other than the
registered holder.

5.    SIGNATURE ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the LASMO
ADSs in respect of which the Offer is being accepted hereby, the signature(s)
must correspond with the name(s) as written on the face of the certificates
without any change whatsoever.

If any of the LASMO ADSs evidenced by LASMO ADRs in respect of which the
Offer is being accepted hereby are owned of record by two or more owners, all
such owners must sign this Letter of Transmittal.

If any of the LASMO ADSs in respect of which the Offer is being accepted
are registered in different names on different LASMO ADRs, it will be necessary
to complete, sign and submit as many separate Letters of Transmittal as there
are different registrations of LASMO ADRs.

If this Letter of Transmittal or any LASMO ADRs or stock powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and submit proper evidence satisfactory
to the Offeror of their authority to so act.

When this Letter of Transmittal is signed by the registered holder(s) of
the LASMO ADSs listed and transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment of the purchase price is to be
issued to a person other than the registered holder(s). Signatures on such LASMO
ADRs or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the LASMO ADSs listed, LASMO ADRs must be endorsed or
accompanied by appropriate stock powers signed exactly as the name(s) of the
registered holder(s) appear(s) on LASMO ADRs evidencing such LASMO ADSs.
Signatures on such LASMO ADRs or stock powers must be guaranteed by an Eligible
Institution.

6.    STOCK TRANSFER TAXES. The Offeror will pay or cause to be paid any
stock transfer taxes with respect to the transfer and sale to it or its order of
LASMO ADSs evidenced by LASMO ADRs pursuant to the Offer. If, however, payment
of the purchase price is to be made to any persons other than the registered
holder(s), or if LASMO ADSs in respect of which the Offer is being accepted are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s) or such person(s)) payable on account of the
transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes or exemption therefrom is
submitted.

Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to LASMO ADRs listed in this Letter of
Transmittal.

11

12

7.    SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price or the certificate representing Amerada Hess Shares is to be
issued in the name of a person other than the signer of this Letter of
Transmittal or if the check for the purchase price and/or the certificate
representing Amerada Hess Shares are to be sent and/or any LASMO ADRs evidencing
LASMO ADSs in respect of which the Offer is not being accepted or which are not
purchased are to be returned to a person other than the signer of this Letter of
Transmittal or to an address other than that shown on the reverse, the boxes
labeled "Special Payment Instructions" and/or "Special Delivery Instructions" on
this Letter of Transmittal should be completed.

8.    POUNDS STERLING PAYMENT ELECTION. If the check for a cash payment is
to be issued in pounds sterling, please check the box marked "Pounds Sterling
Payment Election." If you do not check such box all cash payments payable
pursuant to the Offer will be paid in US dollars in an amount converted from
pounds sterling to US dollars at the exchange rate obtainable by the US
Depositary on the spot market in London at approximately 12:00 noon (London
time) on the date the cash consideration is made available by the Offeror to the
US Depositary for delivery to holders of LASMO ADSs.

9.    MIX AND MATCH ELECTION. To elect to vary the proportion in which you
receive Amerada Hess Shares and cash in respect of your holding of LASMO ADSs:
(a) you should insert in the box entitled "Mix and Match Election" the number of
LASMO ADSs in respect of which you wish to receive additional Amerada Hess
Shares or (b) you should insert in the box entitled "Mix and Match Election" the
number of LASMO ADSs in respect of which you wish to receive additional cash.
You must also complete the box entitled "Number of ADSs Tendered." The number
inserted in the box entitled "Mix and Match Election" must not exceed the number
inserted in the box entitled "Number of ADSs Tendered." If the number in the box
entitled "Mix and Match Election" exceeds the number in the box entitled "Number
of ADSs Tendered," you will be deemed to have made an election in respect of
your entire holding of LASMO ADSs (as set out in the box entitled "Number of
ADSs Tendered") to receive Amerada Hess Shares or cash as appropriate. If the
elections cannot be satisfied in full, they will be scaled down on a pro rata
basis.

10.   WAIVER OF CONDITIONS. The Offeror reserves the absolute right in its
sole discretion to waive any of the specified conditions of the Offer, in whole
or in part, to the extent permitted by applicable law including the rules of the
City Code and the Exchange Act.

11.   31% US BACKUP WITHHOLDING. In order to avoid backup withholding of US
federal income tax on any payment received upon the surrender of LASMO ADSs
pursuant to the Offer, a LASMO ADS holder must, unless an exemption applies,
provide the US Depositary with his or her correct Taxpayer Identification Number
("TIN") on Substitute Form W-9 on this Letter of Transmittal and certify, under
penalties of perjury, that such number is correct and that he or she is not
subject to backup withholding. If the correct TIN is not provided, a $50 penalty
may be imposed by the Internal Revenue Service ("IRS") and payments made in
exchange for the surrendered LASMO ADSs may be subject to backup withholding. If
backup withholding applies, the US Depositary is required to withhold 31% of any
payment made pursuant to the Offer.

Exempt persons (including, among others, corporations) are not subject to
backup withholding. A foreign individual or foreign entity may qualify as an
exempt person by submitting a statement (on IRS Form W-8), signed under
penalties of perjury, certifying such person's foreign status. IRS Form W-8 can
be obtained from the US Depositary. A LASMO ADS holder should consult his or her
tax advisor as to his or her qualification for an exemption from backup
withholding and the procedure for obtaining such exemption.

Backup withholding is not an additional US federal income tax. Rather, the
US federal income tax liability of persons subject to backup withholding will be
reduced by the amount of such tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be applied for from the IRS.

For additional guidance, see the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9.

12.   REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance or additional copies of the Offer Document, this Letter of
Transmittal, the Notice of Guaranteed

12

13

Delivery and the Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 may be directed to the US Depositary at the address and
telephone number set forth above, to the Information Agent at the address and
telephone numbers set forth below, or to the UK Receiving Agent at the
appropriate address and telephone number set forth in the Offer Document.

13.   LOST, DESTROYED OR STOLEN CERTIFICATES. If any LASMO ADR evidencing
LASMO ADSs has been lost, destroyed or stolen, the holder thereof should
promptly notify the US Depositary by checking the box immediately preceding the
special payment/special delivery instructions boxes and indicating the number of
LASMO ADSs evidenced by such lost, destroyed or stolen LASMO ADRs. The holder
thereof will then be instructed as to the steps that must be taken in order to
replace such LASMO ADRs. This Letter of Transmittal and related documents cannot
be processed until the procedures for replacing lost, destroyed or stolen LASMO
ADRs have been followed.

14.   HOLDERS OF LASMO SHARES NOT REPRESENTED BY LASMO ADSS. Holders of
LASMO Shares have been sent a Form of Acceptance with the Offer Document and may
not accept the Offer in respect of LASMO Shares pursuant to this Letter of
Transmittal except insofar as those shares are represented by LASMO ADSs. If any
holder of LASMO Shares which are not represented by LASMO ADSs needs to obtain a
copy of a Form of Acceptance, such holder should contact the UK Receiving Agent
at the appropriate address and telephone number set forth in the Offer Document
or the Information Agent.

13

14

TO BE COMPLETED BY ALL TENDERING ADS HOLDERS

---------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: THE BANK OF NEW YORK, AS DEPOSITARY
---------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE                               PART 1 -- PLEASE PROVIDE YOUR TIN IN THE                Social Security Number or
BOX AT RIGHT AND CERTIFY BY SIGNING AND              Employer Identification Number
FORM W-9                                 DATING BELOW.                                        -------------------------------
-------------------------------------------------------------------------------------------
DEPARTMENT OF THE                                                                         
TREASURY                                                                                   
INTERNAL REVENUE SERVICE                 PART 2 -- If you are exempt from backup           PART 3 -- If your are awaiting TIN,
PAYER'S REQUEST FOR TAXPAYER             withholding, please check the box:  [ ]           check box:  [ ]
IDENTIFICATION NUMBER ("TIN")
AND CERTIFICATION
---------------------------------------------------------------------------------------------------------------------------------

PART 4 -- CERTIFICATION -- Under penalties of perjury, I certify that:

(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and

(2) I am not subject to backup withholding because (i) I am exempt from
backup withholding, (ii) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as a
result of a failure to report all interest and dividends, or (iii) the
IRS has notified me that I am no longer subject to backup withholding.

CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have
been notified by the IRS that you are subject to backup withholding because of
under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you
received another certification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (2).
--------------------------------------------------------------------------------

SIGNATURE ---------------------------------------------------------------------
DATED -------------------------------------------------------------------------
NAME (Please Print) -----------------------------------------------------------
ADDRESS -----------------------------------------------------------------------
CITY, STATE AND ZIP CODE ------------------------------------------------------
--------------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable cash payments made to me thereafter will be withheld until I
provide a taxpayer identification number.

Signature -------------------------------  Dated ------------------------- 2000

14

15

THE INFORMATION AGENT FOR THE OFFER IS:

D.F. KING & CO., INC.

Questions or requests for assistance may be directed to:

UNITED KINGDOM                                    UNITED STATES
2 London Wall Buildings,                             77 Water Street,
2nd Floor                                       20th Floor
London Wall                                       New York,
London EC2M 5PP                                  New York 10005
Freephone: 0800 169 6962                       Toll-Free: +1 (800) 628 8536
Collect: +44 (0)20 7920 9700                      Collect: +1 (212) 269 5550

15

1

Proof 5: 7.12.2000

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS FORM MAY
NOT BE USED TO ACCEPT THE OFFER FOR AMERICAN DEPOSITARY SHARES OF LASMO; THE
LETTER OF TRANSMITTAL IS THE APPROPRIATE DOCUMENT FOR SUCH PURPOSES.

IF YOU ARE IN ANY DOUBT ABOUT THE OFFER OR WHAT ACTION YOU SHOULD TAKE, YOU ARE
RECOMMENDED IMMEDIATELY TO SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER,
BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY
AUTHORISED UNDER THE FINANCIAL SERVICES ACT 1986 OR FROM ANOTHER APPROPRIATELY
AUTHORISED INDEPENDENT FINANCIAL ADVISER.

This Form of Acceptance, Authority and Election (the ``FORM'') should be read in
conjunction with the accompanying Offer Document dated * December 2000 (the
``Offer Document''). The definitions used in the Offer Document apply in this
Form, unless otherwise defined herein. The provisions of Appendix I to the Offer
Document are deemed to be incorporated in and form part of this Form and should
be read carefully by each LASMO Shareholder.

If you have sold or otherwise transferred all your LASMO Shares, please send
this Form, the Offer Document, the accompanying documents and the reply-paid
envelope as soon as possible to the purchaser or transferee or to the
stockbroker, bank or other agent through whom the sale or transfer was effected,
for delivery to the purchaser or transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT
BE FORWARDED OR TRANSMITTED IN OR INTO CANADA, AUSTRALIA OR JAPAN.

The Offer, including the Loan Note Alternative, is not being made, directly or
indirectly, in or into Canada, Australia or Japan. Accordingly, this Form and
the Offer Document are not being and must not be mailed or otherwise distributed
or sent in, into or from Canada, Australia or Japan. The availability of the
Offer to persons who are not resident in the United Kingdom or the United States
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom or the United States should inform themselves
about and observe any applicable requirements and should read the details in
this regard which are contained in paragraph 9 of Part B of Appendix I of the
Offer Document and the relevant provisions of this Form. THE LOAN NOTE
ALTERNATIVE WILL NOT BE MADE INTO THE UNITED STATES OR AVAILABLE TO LASMO
SECURITYHOLDERS IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY
US PERSON.

The Loan Notes which may be issued pursuant to the Offer will not be listed on
any stock exchange and have not been, and will not be, registered under the
Securities Act, or under the laws of any State of the United States nor have any
steps been taken, nor will any be taken, to enable the Loan Notes to be offered
in compliance with applicable securities laws of Canada or Japan and no
prospectus in relation to the Loan Notes has been, or will be, lodged with the
Australian Securities Commission. Accordingly the Loan Notes may not be offered,
sold, resold, delivered or distributed, directly or indirectly, in or into the
United States, or to or for the account or benefit of any US person, except
pursuant to an exemption from, or in a transaction not subject to, the
requirements of the Securities Act or the relevant securities laws of any State
of the United States. The Loan Notes may not be offered, sold or delivered,
directly or indirectly, in or into Canada, Australia or Japan.

IF YOU ARE A CREST SPONSORED MEMBER YOU SHOULD REFER TO YOUR CREST SPONSOR
BEFORE COMPLETING THIS FORM, AS ONLY YOUR CREST SPONSOR WILL BE ABLE TO SEND A
TTE INSTRUCTION TO CRESTCO.

FORM OF ACCEPTANCE, AUTHORITY AND ELECTION

RECOMMENDED CASH AND SHARE OFFER

by

AMERADA HESS CORPORATION

and by

GOLDMAN SACHS INTERNATIONAL
on its behalf
(outside the United States)

for all of the issued and to be issued share capital of

LASMO PLC

PROCEDURE FOR ACCEPTANCE

*    To accept the Offer, complete this Form on page 3 by following the
instructions and notes for guidance set out on pages 2 and 4. All LASMO
Shareholders who are individuals must sign in the presence of a witness who
must also sign where indicated. If you hold LASMO Shares jointly with
others, you must arrange for all your co-holders to sign this Form.

*    Please send this Form, duly completed and signed AND ACCOMPANIED, IF YOUR
LASMO SHARES ARE IN CERTIFICATED FORM, BY YOUR LASMO SHARE CERTIFICATE(S)
AND/OR OTHER DOCUMENT(S) OF TITLE either (if you are a non-US holder) by
post or by hand to the UK Receiving Agent, Computershare Services PLC, PO
Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ, or by hand only
(during normal business hours only) to Computershare Services PLC, 7th
Floor, Jupiter House, Triton Court, 14 Finsbury Square, London EC2A 1BR or
(if you are US holder) to the US Depositary, The Bank of New York at, by
mail, Tender & Exchange Department, PO Box 11248, Church Street Station,
New York, New York 10286-1248 or by hand or overnight courier at Tender &
Exchange Department, 101 Barclay Street, Receive and Deliver Window, New
York, New York 10286 as soon as possible but in any event so as to be
received NO LATER THAN 3.00 PM (LONDON TIME), 10.00 AM (NEW YORK CITY TIME)
ON * 2001. A reply-paid envelope (only for use in the UK or the US as the
case may be) is enclosed for documents lodged by post.

*    If your LASMO Shares are in uncertificated form (that is, if you do not
have a share certificate because your shares are held in CREST), you should
read carefully paragraph 10 of Part B of Appendix I to the Offer Document
in order to transfer your LASMO Shares to an escrow balance. For this
purpose, the participant ID of Computershare Services PLC, the escrow
agent, is 3RA43, the member account ID of the escrow agent is LASMO and the
Form of Acceptance Reference Number of this Form (for insertion in the
first eight characters of the shared note field on the TTE Instruction) is
shown next to Box on page 3 of this Form. You should ensure that the
transfer to escrow settles NO LATER THAN 3.00 P.M. (LONDON TIME), 10.00
A.M. (NEW YORK CITY TIME) ON * 2001. If you are a CREST sponsored member,
you should refer to your CREST sponsor before completing this Form.

*    If you hold LASMO Shares in both certificated and uncertificated form, you
should complete a separate Form for each holding. Similarly, you should
complete a separate Form for each different member account ID under which
LASMO Shares are held in uncertificated form and for each different
designation under which LASMO Shares are held in certificated form. You can
obtain further Forms by contacting Computershare Services PLC or D.F. King
& Co., Inc. on one of the telephone numbers set out below.

*    If your LASMO Shares are in certificated form and your share certificate(s)
and/or other document(s) of title are with your bank, stockbroker or other
agent and readily available, you should complete and sign this Form and
arrange for it to be lodged by such agent with the relevant document(s). If
your share certificate(s) and/or other document(s) of title is/are not
readily available, or if your share certificate(s) is/are lost, please read
Notes 3 and 4 on page 4 of this Form.

*    PLEASE READ PART B OF APPENDIX I TO THE OFFER DOCUMENT, THE TERMS OF WHICH
ARE INCORPORATED INTO AND FORM PART OF THIS FORM.

*    A Form received in an envelope postmarked in Canada, Australia or Japan or
otherwise appearing to Amerada Hess or its agents to have been sent from
Canada Australia or Japan may be rejected as an invalid acceptance of the
Offer.

*    If you are in any doubt as to the procedures for acceptance, please contact
the UK Receiving Agent at Computershare Services PLC, PO Box 859, The
Pavilions, Bridgwater Road, Bristol BS99 1XZ or by telephone on 0870
7030056 or the US Depositary at The Bank of New York, Tender & Exchange
Department, PO Box 11248, Church Street Station, New York, New York
10286-1248, or by telephone on (212) 815-6156 or the Information Agent at
D.F. King & Co., Inc., 77 Water Street, New York, New York 10005, or by
telephone on (212) 269-5550 or (800) 628 8536. You are reminded that if you
are a CREST sponsored member, you should refer to your CREST sponsor before
completing this Form.

DO NOT DETACH ANY PART OF THIS FORM

2

Page 2
PLEASE FOLLOW THESE INSTRUCTIONS WHEN COMPLETING PAGE 3
HOW TO COMPLETE THIS FORM

The provisions of Part B of Appendix I to the Offer Document
are incorporated into and form part of this Form.

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

1 The Offer

TO ACCEPT THE OFFER, INSERT IN BOX 1 THE TOTAL NUMBER OF LASMO SHARES IN RESPECT
OF WHICH YOU WISH TO ACCEPT THE OFFER, WHETHER OR NOT YOU ALSO WISH TO ELECT FOR
THE MIX AND MATCH ELECTION AND/OR THE LOAN NOTE ALTERNATIVE AND/OR THE US DOLLAR
ALTERNATIVE.

YOU MUST ALSO CHECK BOX 2, SIGN BOX 6 IN ACCORDANCE WITH THE INSTRUCTIONS SET
OUT HEREIN, AND, IF APPROPRIATE, COMPLETE BOX 3A OR 3B, BOX 4, BOX 5, BOX 7, BOX
8 AND/OR BOX 9A OR A9B.

IF YOU VALIDLY ACCEPT THE OFFER AND DO NOT COMPLETE ANY OF BOXES 3A OR 3B, 4 OR
5 YOU WILL RECEIVE POUNDS STERLING 98.29 IN CASH AND 1 NEW AMERADA HESS SHARE
FOR EVERY 78.7 LASMO SHARES IN RESPECT OF WHICH YOU HAVE ACCEPTED, OR ARE DEEMED
TO HAVE ACCEPTED, THE OFFER.

IF NO NUMBER, OR A NUMBER GREATER THAN YOUR ENTIRE REGISTERED HOLDING OF LASMO
SHARES, IS INSERTED IN BOX 1 AND YOU HAVE SIGNED BOX 6 IN ACCORDANCE WITH THE
INSTRUCTIONS SET OUT HEREIN, YOU WILL BE DEEMED TO HAVE ACCEPTED THE OFFER IN
RESPECT OF YOUR ENTIRE REGISTERED HOLDING OF LASMO SHARES (BEING YOUR ENTIRE
HOLDING UNDER THE NAME AND ADDRESS SPECIFIED IN BOX 2 (OR, IF APPLICABLE, BOX
9A) OR, IF YOUR LASMO SHARES ARE IN CREST, UNDER THE PARTICIPANT ID AND MEMBER
ACCOUNT ID SPECIFIED IN BOX 7). CREST PARTICIPANTS ARE REQUESTED TO INSERT IN
BOX 1 THE SAME NUMBER OF LASMO SHARES AS ENTERED IN THE RELEVANT TTE
INSTRUCTION. IF YOU DO NOT WISH TO ELECT FOR THE MIX AND MATCH ELECTION
FACILITY, YOU DO NOT NEED TO COMPLETE BOX 3A OR 3B, AND IF YOU DO NOT WISH TO
ELECT FOR THE LOAN NOTE ALTERNATIVE, YOU DO NOT NEED TO COMPLETE BOX 4, BUT MUST
SIGN BOX 6 AND, IF APPROPRIATE, COMPLETE BOXES 7, 8 AND/OR 9A OR 9B. IF YOU PUT
"NO" IN BOX 8, YOU MAY BE DEEMED NOT HAVE ACCEPTED THE OFFER.

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

2 Address for payment of Consideration

YOUR CONSIDERATION WILL BE SENT TO THE ADDRESS IN BOX 2 UNLESS (I) THIS ADDRESS
IS IN CANADA, AUSTRALIA OR JAPAN (OR, IF YOU ARE ELECTING FOR THE LOAN NOTE
ALTERNATIVE, IN CANADA, AUSTRALIA, JAPAN OR THE UNITED STATES), IN WHICH CASE
YOU SHOULD COMPLETE BOX 9B WITH AN ADDRESS OUTSIDE THOSE COUNTRIES, OR (II) YOU
HAVE COMPLETED BOX 9A WITH AN ALTERNATIVE ADDRESS. BOX 2 SHOULD INCLUDE YOUR
FULL NAME(S) AND ADDRESS(ES), AND NEXT TO IT, THE NUMBER OF LASMO SHARES HELD IN
YOUR NAME ON THE LASMO REGISTER. IF YOUR NAME AND/OR ADDRESS AS PRINTED IN BOX 2
OF THIS FORM OR IS INCORRECT, PLEASE READ NOTE 7 ON PAGE 4 AND INSERT THE
CORRECT DETAILS IN BOX 9A OR 9B. IF YOUR NAME AND ADDRESS ARE NOT PRINTED IN BOX
2, PLEASE COMPLETE BOX 9A OR 9B.

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

3 The Mix and Match Elections

To elect to vary the proportion in which you receive Amerada Hess Shares and
cash in respect of your holding of LASMO Shares:

(a)  you should insert in Box 3A the number of LASMO Shares in respect of which
you wish to receive additional Amerada Hess Shares.

OR

(b)  you should insert in Box 3B the number of LASMO Shares in respect of which
you wish to receive additional cash.

DO NOT FILL IN BOTH BOX 3A AND BOX 3B.

You must also complete Box 1, check Box 2 and sign Box 6 in accordance with
the instructions stated therein. The number in Box 3A or the number in Box 3B
must not exceed the number inserted or deemed to be inserted in Box 1 . If the
number in Boxes 3A or 3B does exceed the number inserted or deemed to be
inserted in Box 1 you will be deemed to have made an election in respect of
your entire holding of LASMO Shares (as set out in Box 1 above) to receive
Amerada Hess Shares or cash as appropriate.

If the elections cannot be satisfied in full, they will be scaled down on a pro
rata basis.

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

4 The Loan Note Alternative

IF, BUT ONLY IF, YOU WISH TO ELECT FOR THE LOAN NOTE ALTERNATIVE, YOU SHOULD
INSERT IN BOX 4 THE NUMBER OF LASMO SHARES IN RESPECT OF WHICH YOU WISH TO
ELECT FOR THE LOAN NOTE ALTERNATIVE, HAVING ALREADY ENTERED IN BOX 1 THE TOTAL
NUMBER OF LASMO SHARES IN RESPECT OF WHICH YOU WISH TO ACCEPT THE OFFER. IF YOU
WISH TO ELECT FOR THE LOAN NOTE ALTERNATIVE IN RESPECT OF ALL OF THE LASMO
SHARES INSERTED, OR DEEMED TO BE INSERTED, IN BOX 1, YOU MAY INSERT "ALL" IN
BOX 4. IF YOU PUT "NO" IN BOX 8, YOU MAY NOT ACCEPT THE LOAN NOTE
ALTERNATIVE AND MUST LEAVE BOX 4 BLANK. IF YOU PUT "NO" IN BOX 8 AND COMPLETE
BOX 4, YOUR INSTRUCTIONS IN BOX 4 WILL BE DISREGARDED. EACH PERSON ELECTING
FOR LOAN NOTES WILL BE DEEMED TO REPRESENT AND WARRANT THAT HE/SHE IS NOT A US
PERSON, A CANADIAN PERSON, AN AUSTRALIAN PERSON OR A JAPANESE PERSON AND IS NOT
ACQUIRING AND WILL NOT BE HOLDING SUCH LOAN NOTES FOR THE ACCOUNT OR BENEFIT OF
A US PERSON, A CANADIAN PERSON, AN AUSTRALIAN PERSON OR A JAPANESE PERSON OR
WITH A VIEW TO THE OFFER, SALE OR DELIVERY, DIRECTLY OR INDIRECTLY, OF SUCH LOAN
NOTES IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSON, CANADIAN PERSON, AUSTRALIAN
PERSON, JAPANESE PERSON OR ANY OTHER PERSON WHOM SUCH TRANSFEREE HAS REASON TO
BELIEVE IS PURCHASING FOR THE PURPOSE OF SUCH OFFER, SALE OR DELIVERY. ANY
PERSON UNABLE TO GIVE SUCH REPRESENTATION AND WARRANTY IS NOT PERMITTED TO
ACCEPT THE LOAN NOTE ALTERNATIVE AND IN THE CASE OF ANY US PERSON WILL BE DEEMED
TO HAVE ACCEPTED THE OFFER FOR CASH AND WITHOUT ELECTING FOR THE LOAN NOTE
ALTERNATIVE.

THE NUMBER INSERTED IN BOX 4 MUST NOT EXCEED THE NUMBER INSERTED, OR DEEMED TO
BE INSERTED, IN BOX 1. IF IT DOES, YOU WILL BE DEEMED TO HAVE ELECTED FOR THE
LOAN NOTE ALTERNATIVE IN RESPECT OF THE NUMBER OF LASMO SHARES INSERTED, OR
DEEMED TO BE INSERTED, IN BOX 1 . YOU SHOULD ALSO CHECK BOX 2, SIGN BOX 6 IN
ACCORDANCE WITH THE INSTRUCTIONS SET OUT HEREIN, AND, IF APPROPRIATE COMPLETE
BOX 3A OR 3B, BOX 5, BOX 7, BOX 8 AND/OR BOX 9A OR 9B.

TO ELECT FOR BOTH THE MIX AND MATCH ELECTION AND THE LOAN NOTE ALTERNATIVE, IN
RESPECT OF ALL YOUR LASMO SHARES, YOU MUST COMPLETE BOX 1 AND IN RESPECT OF SUCH
NUMBER OF LASMO SHARES IN RESPECT OF WHICH YOU WISH TO ACCEPT THE MIX AND MATCH
ELECTION AND THE LOAN NOTE ALTERNATIVE, EITHER BOX 3A OR BOX 3B AND BOX 4 (AND,
IF APPROPRIATE, BOXES A7, A8 AND/OR BOX 9A OR 9B) AND THEN SIGN BOX 6.

THE LOAN NOTE ALTERNATIVE IS NOT BEING MADE AVAILABLE TO PERSONS ENTITLED TO
PARTICIPATE IN THE OFFER WHO ARE US PERSONS OR CITIZENS OR RESIDENTS OF CANADA,
AUSTRALIA OR JAPAN.

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

5 US dollar alternative

If, but only if, you want to receive all of your cash consideration in US
dollars instead of pounds sterling, you must put "YES" in Box 5. You may not
elect to receive payment of the cash consideration in a mixture of US dollars
and pounds sterling. If you put "YES" in Box 5, you will receive the whole of
your cash consideration in US dollars. Details of the basis of payment in US
dollars is set out in paragraph 13 of Part B of Appendix I to the Offer
Document. Please note that any fluctuation in the US dollar/pound sterling
exchange rate will be at your risk.

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

6 Signatures

IN ALL CASES, YOU MUST SIGN BOX 6 AND, IN THE CASE OF A JOINT HOLDING, ARRANGE
FOR ALL OTHER JOINT HOLDERS TO DO LIKEWISE.

EACH HOLDER WHO IS AN INDIVIDUAL MUST SIGN IN THE PRESENCE OF A WITNESS, who
must also sign and complete Box 6 where indicated. The witness must be over 18
years of age and must not be one of the joint holders. The same witness may
witness each signature of joint holders. If the acceptance is not made by the
registered holder(s), insert the name(s) and capacity (e.g. executor or
attorney) of the person(s) making the acceptance. If this Form is signed by an
attorney, the executed power of attorney (or a duly certified copy thereof) must
be lodged with this Form.

A company may execute this Form under seal, the seal being affixed and witnessed
in accordance with its articles of association or other relevant regulations.
Alternatively, two directors or a director and the company secretary may sign
this Form on behalf of a company incorporated in England and Wales, and a
company incorporated outside England and Wales may execute this Form in
accordance with the laws of the territory in which the relevant company is
incorporated. In both cases execution should be expressed to be by the company
and any officer signing this Form should indicate under his/her signature the
office which he/she holds within the relevant body corporate.

Please note that if you sign Box 6 and leave Box 8 blank, you will be deemed to
have given the representations and warranties set out in paragraph 11(b) of Part
B of Appendix I to the Offer Document.

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

7 Participant ID and member account ID

If your LASMO Shares are in CREST, you must insert in Box 7 the participant ID
and the member account ID under which such Shares are held by you in CREST.

You must also transfer (or procure the transfer of) the LASMO Shares concerned
to an escrow balance, specifying in the TTE Instruction the participant ID and
member account ID inserted in Box 7, the Form of Acceptance Reference Number of
this Form and the other information specified in paragraph 10(f) of Part B of
Appendix I to the Offer Document. The Form of Acceptance Reference Number of
this Form appears next to Box 7 on page 3 of this Form.

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

8 Overseas Shareholders

IF YOU ARE UNABLE TO GIVE THE REPRESENTATIONS AND WARRANTIES REQUIRED BY
PARAGRAPH 11(B) OF PART B OF APPENDIX I TO THE OFFER DOCUMENT, YOU MUST PUT "NO"
IN BOX 8.

If you do not put "NO" in Box 8 you will be deemed to have given such
representations and warranties.

If you do put "NO" in Box 8 you may be deemed not to have accepted the Offer.

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

9 Alternative address

If the details shown in Box 2 are not correct in all respects, please complete
Box 9A with the full name and address of the sole or first-named registered
holder in BLOCK CAPITALS. Please do not complete Box 9A if the details shown in
Box 2 are correct in all respects.

If you wish the cash consideration or any documents to be sent to someone (who
must be outside Canada, Australia and Japan and, if you are electing for the
Loan Note Alternative, the United States) other than the person in Box 2 (or,
if applicable, Box 9A) then you should complete Box 9B in respect of such new
addressee.

If you insert in Box 9A an address in Canada, Australia or Japan, you must
provide in Box 9B an alternative address outside Canada, Australia or Japan to
which your consideration can be sent. In addition, if the address shown in Box 2
(or, if applicable, Box 9A) is an address in the United States and you have
elected for the Loan Note Alternative, you must provide in Box 9B an alternative
address outside the United States.

In any event, please enter a day-time telephone number (including STD code)
where you can be contacted in the event of any query arising from this Form. You
must not insert a telephone number in Canada, Australia or Japan, or if you have
elected for the Loan Note Alternative, Canada, Australia, Japan or the United
States.

3

Page 3
PLEASE COMPLETE AS EXPLAINED ON PAGES 2 AND 4
The Provisions of Parts B of Appendix I of the Offer Document are incorporated
into and form part of this Form

-------------------------------------------------------------------------------------------------------------------  -------------
[1]  TO ACCEPT THE OFFER                                                              BOX [1]                          FOR OFFICE
Complete Box [1], check Box [2] (and, if appropriate, complete  ----------------------------------------------    USE ONLY
Box [3A], or Box [3B], Boxes [4], [5], [7], [8] and/or [9A] or                                                  -------------
[9B] and then sign Box [6]                                               ----------------------------             HOLDER COPY
No. of LASMO Shares in respect of which you 
are accepting the Offer
----------------------------------------------
-------------------------------------------------------------------------------------------------------------------
[2]  YOUR SHAREHOLDING DETAILS        BOX [2]
----------------------------------------------------------      ----------------------------------------------   -------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                          Number of shares                          H

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

-------------
C

----------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
[3]  TO MAKE AN ELECTION UNDER THE MIX AND MATCH ELECTION                            BOX [3A]                        -------------
Complete Box [1], check Box [2] complete Box [3A], or           ----------------------------------------------          Q
Box [3B], and, if appropriate Boxes [4], [5], [7], [8]       
and/or [9A] or [9B] and then sign Box [6] in the                         ----------------------------
presence of witness.                                             No. of LASMO Shares in respect of which you
wish to receive additional Amerada Hess
Do not fill in Box [3A] and Box [3B].                             Shares (if available)                           -------------
----------------------------------------------
The number in Box [3A] or Box [3B] must not exceed the                           BOX [3B] 
number in Box [1].                                              ----------------------------------------------

----------------------------
No. of LASMO Shares in respect of which you
wish to receive additional cash (if available)
----------------------------------------------
-------------------------------------------------------------------------------------------------------------------
[4]  TO ELECT FOR THE LOAN NOTE ALTERNATIVE                                           BOX [4]
Complete Box [1], check Box [2], complete Box [4] (and,         ----------------------------------------------
if appropriate, Boxes [3A] or [3B], [5], [7], [8] and/or
[9] and then sign Box [6]                                                ----------------------------
No. of LASMO Shares in respect of which you
wish to elect for the Loan Note Alternative
----------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
[5]  US DOLLAR ALTERNATIVE                                                                                    BOX [5]
Please put "YES" in Box [5] to receive all of your cash consideration in US dollars         -----------------------------------
instead of pounds sterling in accordance with paragraph 13 of Part B of Appendix I
of the Offer Document.
You may elect to receive all of your cash consideration in US dollars only in respect       -----------------------------------
of your entire holding of LASMO Shares in respect of which you accept the Offer and         Only put "YES" in the above box if
in respect of which you are entitled to receive cash consideration.                         you wish to receive payment in
US dollars
------------------------------------------------------------------------------------------------------------------------------------

[6] SIGN HERE TO ACCEPT THE OFFER                                                                             BOX [6]
--------------------------------------------------------------------------------------------------------------------------------
EXECUTION BY INDIVIDUALS
Signed and delivered as a deed by:         Witnessed by:

1. ----------------------------------     1. Name  -----------------------------------    Address ----------------------------

Signature ----------------------------------    ------------------------------------

2. ----------------------------------     2. Name  -----------------------------------    Address ----------------------------

Signature ----------------------------------    ------------------------------------

3. ----------------------------------     3. Name  -----------------------------------    Address ----------------------------

Signature ----------------------------------    ------------------------------------

4. ----------------------------------     4. Name  -----------------------------------    Address ----------------------------

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

IMPORTANT: THE SIGNATURE OF EACH REGISTERED HOLDER WHO IS AN INDIVIDUAL MUST BE WITNESSED. THE WITNESS MUST BE OVER 18 YEARS OF 
AGE AND MUST NOT BE A JOINT HOLDER. IN THE CASE OF JOINT HOLDERS, ALL MUST SIGN.
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
EXECUTION BY A COMPANY
*Executed and delivered as a deed under the common seal of the company named right       Name of company: ----------------------
*Executed and delivered as a deed by the company named right
*In the presence of/Acting by:                                                           ---------------------------------------

----------------------------------------------  ------------------------------------     
Signature of director                           Name of director

----------------------------------------------  ------------------------------------     -------------------------------------
*Signature of director/secretary                *Name of director/secretary               Affix seal here
*delete as appropriate
--------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

[7] PARTICIPANT ID AND MEMBER ACCOUNT ID

Complete Box [7] only if your LASMO Shares are in 
---------------------------------------------------------                                     CREST  BOX [7]
The Reference Number of this Form of Acceptance is:                    --------------------------------------------------------

---------------------------------------------------------               Participant ID -------------------------------------

Member Account ID -----------------------------------
---------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

[8] OVERSEAS SHAREHOLDER

Please put "NO" in Box [8] if you are unable to give the                                          BOX [8] 
representations  and warranties relating to overseas                        ----------------------------------------------------
shareholders set out in paragraph 11(b) of Part B of 
Appendix I of the Offer Document                                            ----------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

[9] ALTERNATIVE ADDRESS

Box [9A] Correct name/registered address, if different from BOX [2]    BOX [9B] Address outside Canada, Australia and  Japan 
(and the United States, if electing to receive
the Loan Note Alternative) to which cash 
consideration and/or other documents are to be 
(Complete in BLOCK CAPITALS)                                     sent if different from BOX [2] or BOX [9A.]
---------------------------------------------------------------------------------------------------------------------------------

Name --------------------------------------------------------------       Name ------------------------------------------------

Address ------------------------------------------------------------      Address ---------------------------------------------

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

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

Postcode -----------------------------------------------------------      Postcode --------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------

In case of query, please state your daytime telephone number -------------------------------------------------------------------

4

Page 4

FURTHER NOTES REGARDING THE COMPLETION AND LODGING OF THIS FORM

In order to avoid delay and inconvenience to you, the following points may
assist you:

1.   IF THE SOLE HOLDER HAS DIED

If a grant of probate or letters of administration has/have been registered
with LASMO's registrar, this Form must be signed by the personal
representative(s) of the deceased holder, each in the presence of a
witness, and returned either by post or by hand (in the case of a non-US
holder) to the UK Receiving Agent, Computershare Services PLC of PO Box
859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ, or by hand only
(during normal business hours only) to Computershare Services PLC of 7th
Floor, Jupiter House, Triton Court, 14 Finsbury Square, London EC2A 1BR, or
(in the case of a US holder) to the US Depositary, The Bank of New York at,
by mail, Tender & Exchange Department, PO Box 11248, Church Street Station,
New York, New York 10286-1248 or by hand or overnight courier at Tender &
Exchange Department, 101 Barclay Street, Receive and Deliver Window, New
York, New York 10286. If a grant of probate or letters of administration
has/have not been registered with LASMO's registrar, the personal
representative(s) or the prospective personal representative(s) should sign
the Form, each in the presence of a witness, and return it as aforesaid.
However, the grant of probate or letters of administration must be lodged
with Computershare Services PLC or The Bank of New York, as appropriate,
before the consideration due can be forwarded to the personal
representative(s).

2.   IF ONE OF THE JOINT HOLDERS HAS DIED

This Form must be signed by all surviving holders, each in the presence of
a witness, and lodged with Computershare Services PLC or The Bank of New
York, as appropriate, at any of the relevant addresses set out in paragraph
1 above, accompanied by the share certificate(s) and/or other document(s)
of title, if your LASMO Shares are in certificated form, and the death
certificate, the grant of probate or letters of administration in respect
of the deceased holder.

3.   IF YOUR LASMO SHARES ARE IN CERTIFICATED FORM AND THE CERTIFICATE(S) IS/ARE
HELD BY YOUR BANK OR SOME OTHER AGENT

If your share certificate(s) and/or other document(s) of title is/are
readily available, the completed Form should be delivered to your bank,
stockbroker or other agent for lodging with Computershare Services PLC or
The Bank of New York, as appropriate, at any of the relevant addresses set
out in paragraph 1 above accompanied by the share certificate(s) and/or
other document(s) of title. If your share certificate(s) and/or other
document(s) of title is/are not readily available, the completed Form
should be lodged with Computershare Services PLC or The Bank of New York,
as appropriate, at the relevant address set out in paragraph 1 above,
together with a note saying e.g. "certificates to follow" and you should
arrange for the share certificate(s) and/or other document(s) of title to
be forwarded as soon as possible thereafter.

4.   IF YOUR LASMO SHARES ARE IN CERTIFICATED FORM AND ANY SHARE CERTIFICATE HAS
BEEN LOST

The completed Form, and any share certificate(s) which you may have
available, should be lodged with the UK Receiving Agent (if you are not in
the United States) or the US Depositary (if you are in the United States),
as appropriate, at any of the relevant addresses set out in paragraph 1
above, accompanied by a letter stating that the balance will follow (and,
if applicable, that you have lost one or more of your share certificates).
At the same time, you should write to LASMO's registrars, Computershare
Services PLC of PO Box 435, Owen House, 8 Bankhead Crossway North,
Edinburgh EH11 4BR, requesting that a letter of indemnity be sent to you
which, when completed in accordance with the instructions given, should be
lodged with the UK Receiving Agent (if you are not in the United States) or
the US Depositary (if you are in the United States), as appropriate, at the
relevant address set out in paragraph 1 above, as soon as possible
thereafter.

5.   IF YOUR LASMO SHARES ARE IN CREST

You should take the action set out in Part B (in particular, paragraphs
10(d)-(l)) of Appendix I to the Offer Document to transfer your LASMO
Shares to an escrow balance. You are reminded to keep a record of the Form
of Acceptance Reference Number (which appears next to Box A7 on page 3 of
this Form) so that such Number can be inserted into the TTE Instruction.

If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing this Form, as only your CREST sponsor will be able to
send the necessary TTE Instruction to CRESTCo.

6.   IF THE FORM HAS BEEN SIGNED UNDER POWER OF ATTORNEY

The completed Form, together with any share certificate(s) and/or other
document(s) of title available, should be lodged with the UK Receiving
Agent or the US Depositary, as appropriate, at the relevant address set out
in paragraph 1 above, accompanied by the original power of attorney (or a
copy thereof duly certified in accordance with the Powers of Attorney Act
1971). The power of attorney will be noted by the UK Receiving Agent or the
US Depositary and returned as directed.

7.   IF YOUR NAME OR OTHER PARTICULARS ARE SHOWN INCORRECTLY ON YOUR SHARE
CERTIFICATE(S)

e.g. Name on the certificates ................................. James Smith
Correct name...................................................James Smythe

Box 9A of the Form should be completed in your correct name and lodged with
the UK Receiving Agent or the US Depository, as appropriate, at the
relevant address set out in paragraph 1 above, together with your share
certificate(s) and accompanied by a letter from your bank, stockbroker or
solicitor confirming that the person in whose name the LASMO Shares are
registered is one and the same as the person who has signed the Form. If an
incorrect address is shown, the correct address should also be written in
Box 9A on the Form. If you have changed your name, complete Box 9A of the
Form in your correct name and lodge your marriage certificate or deed poll
or, in the case of a company, a copy of the certificate of incorporation on
change of name with this Form for noting and return to the UK Receiving
Agent or the US Depositary.

8.   IF A HOLDER IS AWAY FROM HOME (E.G. ABROAD OR ON HOLIDAY)

Send this Form and the Offer Document by the quickest means (e.g. air mail)
to the holder for execution (provided that such documents are not forwarded
or transmitted, by any means, in or into Canada, Australia or Japan) or, if
he/she has executed a power of attorney giving sufficient authority, have
this Form signed by the attorney in the presence of a witness. In the
latter case, the original power of attorney (or a copy thereof duly
certified in accordance with the Powers of Attorney Act 1971) should be
lodged with this Form for noting (see paragraph 6 above). No other
signatures are acceptable.

9.   IF YOU HAVE SOLD OR TRANSFERRED ALL, OR WISH TO SELL OR TRANSFER PART OF,
YOUR LASMO SHARES

If you have sold or transferred all your LASMO Shares, please send this
Form and the Offer Document at once to the purchaser or transferee or to
the stockbroker, bank or other agent through whom the sale or transfer was
effected for delivery to the purchaser or transferee. However, this Form
and the Offer Document (and any other offer documentation) should not be
forwarded or transmitted in or into Canada, Australia or Japan. If your
LASMO Shares are in certificated form, and you wish to sell part of your
holding of LASMO Shares and to accept the Offer in respect of the balance
but are unable to obtain the balance share certificate by U2000, you should
ensure that the stockbroker, bank or other agent through whom you make the
sale obtains the appropriate endorsement or indication, signed on behalf of
LASMO's registrar, in respect of the balance of your holding of LASMO
Shares.

10.  IF YOU ARE NOT RESIDENT IN THE UNITED KINGDOM OR THE UNITED STATES

The attention of LASMO Shareholders not resident in the United Kingdom or
the United States is drawn, in particular, to paragraph 9 of Part B of
Appendix I to the Offer Document.

SUBJECT TO THE CITY CODE AND WITHOUT PREJUDICE TO PART B OF APPENDIX I TO THE
OFFER DOCUMENT, AMERADA HESS RESERVES THE RIGHT TO TREAT AS VALID ANY ACCEPTANCE
OF THE OFFER WHICH IS NOT ENTIRELY IN ORDER OR WHICH IS NOT ACCOMPANIED BY THE
RELEVANT TRANSFER TO ESCROW OR (AS APPROPRIATE) THE RELEVANT SHARE
CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF TITLE. IN THAT EVENT, NO
CONSIDERATION DUE UNDER THE OFFER WILL BE SENT UNTIL AFTER THE RELEVANT TRANSFER
TO ESCROW HAS BEEN MADE OR (AS APPROPRIATE) THE RELEVANT SHARE CERTIFICATE(S)
AND/OR OTHER DOCUMENT(S) OF TITLE OR INDEMNITIES SATISFACTORY TO THE OFFEROR
HAVE BEEN RECEIVED.

1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. In
considering what action you should take, you are recommended immediately to seek
your own financial advice from your stockbroker, attorney, accountant or other
independent financial advisor.

If you have sold or otherwise transferred all your American Depositary
Shares of LASMO plc ("LASMO ADSs"), please pass this document and all
accompanying documents as soon as possible to the purchaser or transferee, or to
the bank, stockbroker or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee. HOWEVER, SUCH
DOCUMENTS SHOULD NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED IN OR INTO
AUSTRALIA, CANADA OR JAPAN.
--------------------------------------------------------------------------------
NOTICE OF GUARANTEED DELIVERY

TO ACCEPT THE OFFER FOR AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

OF

LASMO PLC
PURSUANT TO THE OFFER DOCUMENT DATED DECEMBER      , 2000

by

AMERADA HESS CORPORATION

and by

GOLDMAN SACHS INTERNATIONAL
on its behalf
(outside the United States)
--------------------------------------------------------------------------------
As set out in "Procedures for tendering LASMO ADSs" in paragraph 12 of Part
B of Appendix I to the Offer Document, this form or one substantially equivalent
hereto must be used for acceptance of the Offer in respect of LASMO ADSs if
American Depositary Receipts evidencing LASMO ADSs ("LASMO ADRs") are not
immediately available or the procedures for book-entry transfer cannot be
completed on a timely basis or if time will not permit all required documents to
reach the US Depositary while the Offer remains open for acceptance. Such form
may be delivered by hand, transmitted by facsimile or mailed to the US
Depositary and must include a signature guarantee by an Eligible Institution (as
defined in the Offer Document) in the form set out herein. See "Procedures for
tendering LASMO ADSs--Guaranteed delivery procedures" in paragraph 12(h) of Part
B of Appendix I to the Offer Document.

TO: THE BANK OF NEW YORK

BY MAIL:               BY FACSIMILE TRANSMISSION:     BY HAND OR OVERNIGHT COURIER:
Tender & Exchange Department     (for Eligible Institutions     Tender & Exchange Department
P.O. Box 11248                       Only)                    101 Barclay Street
Church Street Station              (212) 815-6213            Receive and Deliver Window
New York, NY 10286-1248                                           New York, NY 10286

FOR CONFIRMATION ONLY
TELEPHONE
(800) 507-9357

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.

This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.

Acceptance of the Offer in respect of LASMO Shares (except insofar as they
are represented by LASMO ADSs) may not be made with this form and pursuant to
the guaranteed delivery procedures.

Capitalized terms and certain other terms used herein and not otherwise
defined herein shall have the respective meanings assigned to them in the Offer
Document.

2

Ladies and Gentlemen:

The undersigned hereby accepts the Offer in respect of LASMO ADSs upon the
terms and subject to the conditions set forth below pursuant to the guaranteed
delivery procedures set out in "Procedures for tendering LASMO ADSs--Guaranteed
delivery procedures" in paragraph 12(h) of Part B of Appendix I to the Offer
Document.

The undersigned understands that the acceptance of the Offer in respect of
LASMO ADSs pursuant to the guaranteed delivery procedures will not be treated as
a valid acceptance for the purpose of satisfying the Acceptance Condition (as
defined in the Offer Document). See "Procedures for tendering LASMO
ADSs--Guaranteed delivery procedures" in paragraph 12(h) of Part B of Appendix I
to the Offer Document. To be counted towards satisfaction of the Acceptance
Condition, the LASMO ADRs evidencing such LASMO ADSs must, prior to the end of
the Initial Offer Period (as defined in the Offer Document), be received by the
US Depositary or, if applicable, timely confirmation of a book-entry transfer of
such LASMO ADSs into the US Depositary's account at the Book-Entry Transfer
Facility pursuant to the procedures set out in "Procedures for tendering LASMO
ADSs--Book-entry transfer" in paragraph 12(c) of Part B of Appendix I to the
Offer Document must be received by the US Depositary, together with a duly
executed Letter of Transmittal (or a manually signed facsimile thereof) with any
required signature guarantees or, in the case of a book-entry transfer, an
Agent's Message and any other required documents.

Signature(s):                                      Address(es) (Include Zip Code):

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

------------------------------------------         ------------------------------------------
Name of Record Holder(s)   (Please Type or
Print):

------------------------------------------         ------------------------------------------
Number of LASMO ADSs:                              Area Code(s) and Telephone Number(s):

------------------------------------------         ------------------------------------------
LASMO ADR No.(s) (if available):                   [ ]  Check box if LASMO ADSs will be
tendered by book-entry transfer.

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

Dated:
------------------------------------------         Account Number:
-------------------------------

2

3

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

The undersigned, a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Program or the Stock Exchange
Medallion Program, hereby guarantees that the undersigned will deliver to the US
Depositary either the LASMO ADRs evidencing the LASMO ADSs with respect to which
the Offer is being accepted hereby, in proper form for transfer, or confirmation
of the book-entry transfer of such LASMO ADSs into the US Depositary's account
at the Book-Entry Transfer Facility, in any such case together with a properly
completed and duly executed Letter of Transmittal (or a manually signed
facsimile thereof) with any required signature guarantees or, in the case of a
book-entry transfer, an Agent's Message and any other required documents, all
within three New York Stock Exchange business days after the date hereof.

Name of Firm, Agent or Trustee:                    Authorized Signature:
------------------------------------------         ------------------------------------------
Address  (Include Zip Code):                       Name  (Please Type or Print):
------------------------------------------         ------------------------------------------
Title:
------------------------------------------
------------------------------------------
------------------------------------------         Date:
Area Code and Telephone Number:
------------------------------------------
------------------------------------------

NOTE:

DO NOT SEND LASMO ADRS WITH THIS FORM; LASMO ADRS SHOULD BE SENT WITH YOUR
LETTER OF TRANSMITTAL.

3

1

RECOMMENDED CASH AND SHARE OFFER

by

AMERADA HESS CORPORATION

and by

GOLDMAN SACHS INTERNATIONAL
on its behalf
(outside the United States)

for

all of the issued and to be issued share capital of

LASMO PLC

THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 PM (LONDON
TIME), 10:00 AM (NEW YORK CITY TIME) ON JANUARY    , 2001, UNLESS EXTENDED. AT
THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, IF
ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED,
WAIVED, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT LEAST 14
CALENDAR DAYS. HOLDERS OF LASMO PLC ("LASMO") SECURITIES WILL HAVE WITHDRAWAL
RIGHTS DURING THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, BUT NOT
DURING THE SUBSEQUENT OFFER PERIOD (EXCEPT IN LIMITED CIRCUMSTANCES).

December    , 2000

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Amerada Hess Corporation (the "Offeror") is offering to purchase, upon the
terms and subject to the conditions set forth in the Offer Document dated
December     , 2000 (the "Offer Document") and the related Letter of Transmittal
and Form of Acceptance (which, as amended or supplemented from time to time,
together constitute the "Offer"), (i) all issued and to be issued ordinary
shares of 25p each of LASMO ("LASMO Shares") for L98.29 in cash and 1 new share
of the Offeror for every 78.7 LASMO Shares and (ii) all American Depositary
Shares of LASMO ("LASMO ADSs"), each representing 3 LASMO Shares and evidenced
by American Depositary Receipts ("LASMO ADRs"), for L294.87 in cash and 3 new
shares of the Offeror for every 78.7 LASMO ADSs. LASMO Shares and LASMO ADSs are
referred to collectively as "LASMO Securities".

Holders of LASMO Securities who validly accept the Offer may elect to vary
the proportions in which they receive shares of the Offeror and cash (the "Mix
and Match Election"). The Mix and Match Election will remain open until 3:00
p.m. (London time), 10:00 a.m. (New York time) on           , 2001. The maximum
number of new Offeror shares to be issued under the Offer and the maximum amount
of cash to be paid under the Offer will not be varied as a result of the Mix and
Match Election. Accordingly, the ability of holders of LASMO Securities to make
a Mix and Match Election will depend on the extent to which other holders of
LASMO Securities make opposite elections. Other relevant terms of the Mix and
Match Election are set out in paragraph 5 of Part B of Appendix I of the Offer
Document.

For your information and for forwarding to those of your clients for whom
you hold LASMO ADSs registered in your name or in the name of your nominee, we
are enclosing the following documents:

1.    The Offer Document;

2.    The Letter of Transmittal to be used by holders of LASMO ADSs to
accept the Offer;

2

3.    The Notice of Guaranteed Delivery;

4.    A printed form of letter that may be sent to your clients for whose
account you hold LASMO ADSs registered in your name or in the name of a nominee,
with space provided for obtaining such clients' instructions with regard to the
Offer;

5.    Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

6.    The return envelope addressed to the US Depositary.

YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENT AS
PROMPTLY AS POSSIBLE.

THE OFFER CANNOT BE ACCEPTED IN RESPECT OF LASMO SHARES BY MEANS OF A
LETTER OF TRANSMITTAL OR NOTICE OF GUARANTEED DELIVERY. A FORM OF ACCEPTANCE FOR
ACCEPTING THE OFFER IN RESPECT OF LASMO SHARES CAN BE OBTAINED FROM THE
INFORMATION AGENT OR THE UK RECEIVING AGENT (AS EACH SUCH TERM IS DEFINED IN THE
OFFER DOCUMENT).

In all cases, payment for LASMO ADSs purchased pursuant to the Offer will
be made only after timely receipt by the US Depositary of LASMO ADRs evidencing
such LASMO ADSs or a confirmation of book-entry transfer, together with the
Letter of Transmittal properly completed and duly executed, and any other
documents required by the Letter of Transmittal.

If a holder of LASMO ADSs wishes to accept the Offer in respect of ADSs and
the ADRs evidencing such ADSs are not immediately available or the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach the US Depositary while the Offer remains
open for acceptances, such holder's acceptance of the Offer in respect of ADSs
may be effected by following the guaranteed delivery procedures specified in
paragraph 12(h) of Part B of Appendix I of the Offer Document.

The Offeror will not pay any fees or commissions to any broker, dealer or
other person (other than Goldman Sachs International and the Information Agent
as described in the Offer to Purchase) in connection with the solicitation of
acceptances of the Offer. You will, however, be reimbursed for customary mailing
and handling expenses incurred by you in forwarding the enclosed materials to
your client.

Inquiries you may have with respect to the Offer should be addressed to the
Information Agent at the addresses and telephone numbers set forth in the Offer
to Purchase. Additional copies of the enclosed materials may be obtained from
the Information Agent.

Capitalized terms and certain other terms used herein and not otherwise
defined herein shall have the respective meanings assigned to them in the Offer
to Purchase.

Very truly yours,

AMERADA HESS CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON, THE AGENT OF THE OFFEROR, THE US DEPOSITARY, THE INFORMATION
AGENT OR THE UK RECEIVING AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO
THE OFFER NOT CONTAINED IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.

2

1

THIS DOCUMENT SHOULD NOT BE FORWARDED OR TRANSMITTED IN OR INTO AUSTRALIA,
CANADA OR JAPAN.

RECOMMENDED CASH AND SHARE OFFER

by

AMERADA HESS CORPORATION

and by

GOLDMAN SACHS INTERNATIONAL

on its behalf
(outside the United States)

for

all of the issued and to be issued share capital of

LASMO PLC

THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 P.M. (LONDON
TIME), 10:00 A.M. (NEW YORK CITY TIME) ON JANUARY    , 2001, UNLESS EXTENDED. AT
THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, IF
ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED,
WAIVED, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT LEAST 14
CALENDAR DAYS. HOLDERS OF LASMO PLC ("LASMO") SECURITIES WILL HAVE WITHDRAWAL
RIGHTS DURING THE INITIAL OFFER PERIOD, INCLUDING ANY EXTENSION THEREOF, BUT NOT
DURING THE SUBSEQUENT OFFER PERIOD (EXCEPT IN LIMITED CIRCUMSTANCES).

December    , 2000

To Our Clients:

Enclosed for your consideration is the Offer Document dated December    ,
2000 (the "Offer Document"), the Letter of Transmittal and Notice of Guaranteed
Delivery relating to an offer by Amerada Hess Corporation (the "Offeror"), to
purchase, upon the terms and subject to the conditions set forth in the Offer
Document and the accompanying Letter of Transmittal (collectively, the "Offer"),
(i) all issued and to be issued ordinary shares of 25p each of LASMO ("LASMO
Shares") for L98.29 in cash and 1 new share of the Offeror for every 78.7 LASMO
Shares held and (ii) all American Depositary Shares of LASMO ("LASMO ADSs"),
each representing 3 LASMO Shares and evidenced by American Depositary Receipts
("LASMO ADRs") for L294.87 in cash and 3 new shares of the Offeror for every
78.7 LASMO ADSs. LASMO Shares and LASMO ADSs are referred to collectively as
"LASMO Securities."

Holders of LASMO Securities who validly accept the Offer may elect to vary
the proportions in which they receive shares of the Offeror and cash (the "Mix
and Match Election"). The Mix and Match Election will remain open until 3:00
p.m. (London time), 10:00 a.m. (New York time) on January    , 2001. The maximum
number of new Offeror shares to be issued under the Offer and the maximum amount
of cash to be paid under the Offer will not be varied as a result of the Mix and
Match Election. Accordingly, the ability of holders of LASMO Securities to make
a Mix and Match Election will depend on the extent to which other holders of
LASMO Securities make opposite elections. Other relevant terms of the Mix and
Match Election are set out in paragraph 5 of Part B of Appendix I of the Offer
Document.

We are the holder of record of LASMO ADSs evidenced by LASMO ADRs held by
us for your account. An acceptance of the Offer in respect of such LASMO ADSs
can be made only by us as the holder of record and pursuant to your
instructions. Accordingly, we request instructions as to whether you wish to
have us

2

accept the Offer on your behalf in respect of any or all LASMO ADSs held by us
for your account pursuant to the terms and subject to the conditions set forth
in the Offer Document.

Your attention is invited to the following:

1. The Offer is being made for all LASMO Shares and LASMO ADSs and has been
unanimously recommended by the Directors of LASMO.

2. The Offer is on the terms and subject to the conditions set forth in
Appendix I to the Offer Document.

3. The Initial Offer Period will expire at 3:00 p.m. (London time), 10:00
a.m. (New York City time) on January    , 2001, unless extended (in
accordance with the terms thereof).

4. At the conclusion of the Initial Offer Period, including any extension
thereof, if all conditions of the Offer have been satisfied, fulfilled
or, where permitted, waived, the Offer will be extended for a Subsequent
Offer Period of at least 14 calendar days.

5. Holders of LASMO ADSs will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes applicable to a sale of
LASMO ADSs evidenced by LASMO ADRs to the Offeror.

If you wish to have us accept the Offer in respect of any or all of the
LASMO ADSs evidenced by LASMO ADRs held by us for your account, please so
instruct us by completing, executing and returning to us the instruction form
contained in this letter. If you authorize us to accept the Offer in respect of
your LASMO ADSs evidenced by LASMO ADRs, the Offer will be accepted in respect
of all such LASMO ADSs unless otherwise indicated in such instruction form.
Please forward your instruction form to us in ample time to permit us to accept
the Offer on your behalf prior to the expiration of the Offer. The specimen
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to accept the Offer in respect of LASMO ADSs evidenced by LASMO
ADRs held by us for your account.

Capitalized terms and certain other terms used herein and not otherwise
defined herein shall have the respective meanings assigned to them in the Offer
Document.

2

3

INSTRUCTIONS WITH RESPECT TO THE OFFER FOR ALL LASMO SHARES AND
LASMO ADSS EVIDENCED BY LASMO ADRS

The undersigned acknowledge(s) receipt of your letter and the Offer
Document dated December    , 2000 (the "Offer Document"), and the related Letter
of Transmittal relating to an offer by the Offeror, to purchase, upon the terms
and subject to the conditions set forth in the Offer Document and the
accompanying Letter of Transmittal (collectively, the "Offer"), (i) all issued
and to be issued LASMO shares for L98.29 in cash and 1 new share of the Offeror
for every 78.7 LASMO Shares and (ii) all LASMO ADSs, each representing 3 LASMO
Shares and evidenced by LASMO ADRs for L294.87 in cash and 3 new shares of the
Offeror for every 78.7 LASMO ADSs.

This will instruct you to accept the Offer in respect of the number of
LASMO ADSs indicated below (or, if no numbers are indicated below, all Lasmo
ADSs without a Mix and Match Election with all cash payments in US dollars) held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer Document.

Dated:                     , 200

NUMBER OF LASMO ADSS TO BE TENDERED*:
-------------------------                           ------------------------------------------
MIX AND MATCH ELECTION (OPTIONAL)**                 Signature(s)
Number of LASMO ADSs in respect of which
you wish to receive additional Offeror              ------------------------------------------
Shares:                                             Please print name(s)

-------------------------                           ------------------------------------------
Number of LASMO ADSs in respect of which            Address(es)
you wish to receive additional cash:
-------------------------                           ------------------------------------------
POUNDS STERLING ELECTION (OPTIONAL)***              Area Code and Telephone Number
Check box ONLY if you wish to receive all
(but not part) of the amount of cash                ------------------------------------------
consideration to be paid in pounds                  Employer Identification or
sterling:    [ ]                                    Social Security No.

* Unless otherwise indicated, it will be assumed that the Offer is to be
accepted in respect of all LASMO ADSs held by us for your account.

** To elect to vary the proportion in which you receive Amerada Hess Shares and
cash in respect of your holding of LASMO ADSs: (a) you should indicate the
number of LASMO ADSs in respect of which you wish to receive additional
Amerada Hess Shares or (b) you should indicate the number of LASMO ADSs in
respect of which you wish to receive additional cash. You must also indicate
the Number of LASMO ADSs to be Tendered. The number of LASMO ADSs indicated
for the "Mix and Match Election" must not exceed the number indicated for
LASMO ADSs to be Tendered. If the number of LASMO ADSs indicated for the
"Mix and Match Election" exceeds the number indicated for LASMO ADSs to be
Tendered, you will be deemed to have made an election in respect of your
entire holding of LASMO ADSs (as indicated in Number of ADSs to be Tendered)
to receive shares of the Offeror or cash as appropriate. If the elections
cannot be satisfied in full, they will be scaled down on a pro rata basis.

*** If you wish to receive all (but not part) of the cash consideration in
pounds sterling, please check the box. If you do not check such box all cash
payments payable pursuant to the Offer will be paid in US dollars in an
amount converted from pounds sterling to US dollars at the exchange rate
obtainable by the US Depositary on the spot market in London at
approximately 12:00 noon (London time) on the date the cash consideration is
made available by the Offeror to the US Depositary for delivery to holders
of LASMO ADSs.

3

1

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU)
TO GIVE THE PAYER. -- Social Security numbers have nine digits separated by two
hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits
separated by only one hyphen: i.e. 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.

------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT:            NUMBER OF --
------------------------------------------------------------

1.  Individual                          The individual
2.  Two or more individuals (joint      The actual owner of
account)                            the account or, if
combined funds, the
first individual on
the account(1)
3.  Custodian account of a minor        The minor(2)
(Uniform Gift to Minors Act)
4.  a. The usual revocable savings      The
trust (grantor is also trustee)  grantor-trustee(1)
b. So-called trust account that is  The actual owner(1)
not a legal or valid trust
under state law.
5.  Sole proprietorship                 The owner(3)
------------------------------------------------------------

------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT:            NUMBER OF --
------------------------------------------------------------

6.  Sole proprietorship                 The owner (3)
7.  A valid trust, estate, or pension

The legal entity(4)
trust
8.  Corporate                           The corporation
9.  Association, club, religious,       The organization
charitable, educational, or other
tax-exempt organization account
10.  Partnership                         The partnership
11.  A broker or registered nominee      The broker or
nominee
12.  Account with the Department of      The public entity
Agriculture in the name of a
public entity (such as a state or
local government, school district,
or prison) that receives
agriculture program payments
------------------------------------------------------------

(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

2

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

OBTAINING A NUMBER
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card, at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1 (800) TAX-FORM, and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
- An organization exempt from tax under section 501(a), an individual
retirement account (IRA), or a custodial account under Section 403(b)(7), if
the account satisfies the requirements of Section 401(f)(2).
- The United States or a state thereof, the District of Columbia, a possession
of the United States, or a political subdivision or wholly-owned agency or
instrumentality of any one or more of the foregoing.
- An international organization or any agency or instrumentality thereof.
- A foreign government and any political subdivision, agency or
instrumentality thereof.
Payees that may be exempt from backup withholding include:
- A corporation.
- A financial institution.
- A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
- A real estate investment trust.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- A middleman known in the investment community as a nominee or a custodian.
- A futures commission merchant registered with the Commodity Futures Trading
Commission.
- A foreign central bank of issue.
- A trust exempt from tax under Section 664 or described in Section 4947.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
- Payments to nonresident aliens subject to withholding under Section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one non-resident alien partner.
- Payments of patronage dividends not pain in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
- Payments of interest on obligations issued by individuals. Note: You maybe
subject to backup withholding if this Interest in $600 or more and you have
not provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage or student loan interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N.

EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING, FILE THIS FORM WITH THE PAYER.
FURNISH YOUR TAX-PAYER IDENTIFICATION NUMBER, COMPLETE PART 2 AND CHECK THE BOX
IN PART 4 OF THE FORM, AND RETURN TO THE PAYER IF THE PAYMENTS ARE OF INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS. ALSO SIGN AND DATE THE FORM.

PRIVACY ACT NOTICE. -- Section 6109 requires you to provide your correct
taxpayer identification number to payers, who must report the payments to the
IRS. The IRS uses the number for identification purposes and may also provide
this information to various government agencies for tax enforcement or
litigation purposes. Payers must be given the numbers whether or not recipients
are required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
wish to make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE

1

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell LASMO Securities. The Offer is made in the United States by Amerada Hess
Corporation solely by the Offer Document dated December ____, 2000 and related
Letter of Transmittal and Form of Acceptance and is not being made to, nor will
acceptances be accepted from or on behalf of, holders of LASMO Securities in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. In those United States
jurisdictions whose securities laws require the Offer to be made by a licensed
broker or dealer, the Offer will be deemed to be made on behalf of the Offeror
by one or more registered brokers or dealers licensed under the laws of those
jurisdictions. The Offer Document, the Letter of Transmittal, the Form of
Acceptance and related materials should not be forwarded or transmitted in or
into Canada, Australia or Japan.

NOTICE OF RECOMMENDED CASH AND SHARE OFFER
by
AMERADA HESS CORPORATION
and by
GOLDMAN SACHS INTERNATIONAL
on its behalf
(outside the United States)
for
all of the issued and to be issued share capital of
LASMO PLC

On the following basis:

FOR EVERY 78.7 LASMO SHARES HELD      (POUND)98.29 IN CASH AND 1 NEW AMERADA HESS SHARE
FOR EVERY 78.7 LASMO ADSS HELD        (POUND)294.87 IN CASH AND 3 NEW AMERADA HESS SHARES
(EACH ADS REPRESENTING 3 LASMO
SHARES)

Amerada Hess Corporation (the "Offeror"), is offering to purchase, on the terms
and subject to the conditions set forth in the Offer Document dated December
____, 2000 (the "Offer Document"), the related Letter of Transmittal and Form of
Acceptance (which, as amended or supplemented from time to time, together
constitute the "Offer"), (i) all issued and to be issued ordinary shares of 25
pence each (the "LASMO Shares") of LASMO plc ("LASMO") for (pound)98.29 in cash
and 1 new share of the Offeror for every 78.7 LASMO shares and (ii) all American
Depositary Shares of LASMO, each representing three LASMO Shares ("ADSs") and
evidenced by American Depositary Receipts ("ADRs"), for (pound)294.87 in cash
and 3 new shares of the Offeror for every 78.7 ADSs. LASMO Shares and ADSs are
referred to collectively as "LASMO Securities".

Holders of LASMO Securities who validly accept the Offer may elect to vary the
proportions in which they receive shares of the Offeror and cash (the "Mix and
Match Election"). The Mix and

2

Match Election will remain open until 3:00 p.m. (London time), 10:00 a.m. (New
York time) on January __, 2001. The maximum number of new Offeror shares to be
issued under the Offer and the maximum amount of cash to be paid under the Offer
will not be varied as a result of the Mix and Match Election. Accordingly, the
ability of holders of LASMO Securities to make a Mix and Match Election will
depend on the extent to which other holders of LASMO Securities make opposite
elections. Other relevant terms of the Mix and Match Election are set out in
paragraph 5 of Part B of Appendix I of the Offer Document.

THE OFFER WILL EXPIRE AT 3:00 P.M. (LONDON TIME), 10:00 A.M. (NEW YORK CITY
TIME), ON [WEEKDAY], JANUARY ___, 2001, UNLESS THE OFFER IS EXTENDED (THE
"INITIAL OFFER PERIOD"). AT THE CONCLUSION OF THE INITIAL OFFER PERIOD,
INCLUDING ANY EXTENSION THEREOF, IF ALL CONDITIONS OF THE OFFER HAVE BEEN
SATISFIED, FULFILLED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR
A SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS (THE "SUBSEQUENT OFFER
PERIOD"). HOLDERS OF LASMO SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR
ACCEPTANCES OF THE OFFER DURING THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD (OTHER THAN IN
LIMITED CIRCUMSTANCES).

The Directors of LASMO who have been so advised by Schroder Salomon Smith Barney
("Schroder"), consider the terms of the Offer to be fair and reasonable. In
providing advice to the Directors of LASMO, Schroder has taken into account the
commercial assessments of such Directors. Accordingly, the Directors of LASMO
unanimously recommend all holders of LASMO Securities to accept the Offer.

The Offer is conditional upon, among other things, valid acceptances being
received (and not, where permitted, withdrawn) by the expiration of the Offer in
respect of not less than 90% in nominal value of LASMO Shares (including LASMO
Shares represented by ADSs) to which the Offer relates (or such lower percentage
as the Offeror may decide), provided that such condition (the "Acceptance
Condition") will not be satisfied unless the Offeror and/or its wholly owned
subsidiaries shall have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise), LASMO Securities carrying in the aggregate more than 50% of
the voting rights then exercisable at general meetings of LASMO. The Offeror
reserves the right to reduce the percentage of LASMO Securities required to
satisfy the Acceptance Condition at any time prior to all of the conditions
being satisfied, fulfilled or, where permitted, waived. At least five business
days prior to any such reduction, the Offeror will announce that it has reserved
the right to reduce the Acceptance Condition. Such announcement will state the
exact percentage to which the Acceptance Condition may be reduced, will state
that such reduction is possible but that the Offeror need not declare its actual
intentions until it is required to do so under the City Code on Takeovers and
Mergers of the UK (the "City Code") and will contain language advising LASMO
Securityholders to withdraw their LASMO Securities if their willingness to
accept the Offer would be affected by a reduction of the Acceptance Condition.
The Offeror will not make such an announcement unless the Offeror determines
there is a significant possibility that sufficient number of acceptances will be
received to permit the Acceptance Condition to be satisfied at

-2-

3

such reduced level. Upon any announcement being made that the percentage of
LASMO Shares (including LASMO Shares represented by ADSs) required to satisfy
the Acceptance Condition may be reduced, the Offer shall not be capable of
becoming or being declared unconditional in all respects until the expiry of at
least five business days thereafter. LASMO Securityholders will be able to
accept the Offer for at least five business days after a reduction of the
Acceptance Condition either during the Initial Offer Period or the Subsequent
Offer Period. Other conditions of the Offer are set out in Part A of Appendix I
of the Offer Document.

The Offeror reserves the right (but will not be obliged, other than as may be
required by the City Code or the Exchange Act (as defined below) and the rules
and regulations thereunder) at any time or from time to time to extend the Offer
and, in such event, will make a public announcement of such extension in the
manner described below. Except with the consent of the Panel or Takeovers and
Mergers of the UK (the "Panel"), the Offer shall not be capable of becoming
unconditional as to acceptances (nor, therefore, unconditional in all respects)
and, accordingly, the Initial Offer Period is not (except with the consent of
the Panel) capable of being extended, after midnight (London time), 7:00 pm (New
York City time), on [DAY 60]. Any decision to extend the Offer will be announced
by 8:00 am (London time) in the United Kingdom and 8:00 am (New York City time)
in the United States on the relevant day (or such later time and/or date as the
Panel may agree).

If all of the conditions to the Offer are satisfied, fulfilled or, where
permitted, waived at the expiration of the Initial Offer Period, the
consideration for LASMO Securities purchased pursuant to the Offer will be paid,
with respect to LASMO Securities tendered during the Initial Offer Period,
within 14 calendar days after the expiration of the Initial Offer Period and,
with respect to LASMO Securities tendered during the Subsequent Offer Period,
within 14 calendar days of the tendering date. In all cases, payment of LASMO
Securities purchased pursuant to the Offer will be made only after timely
receipt by either the Bank of New York in its capacity as depositary for the
Offer in the United States (the "US Depositary") or Computershare Services PLC
in its capacity as the UK receiving agent (the "UK Receiving Agent"), as the
case may be, of (i) certificates representing the LASMO Shares, ADRs
representing the ADSs, or (only in the case of ADSs) timely confirmation of a
book-entry transfer of such ADSs evidenced by ADRs into the US Depositary's
account pursuant to the procedures set forth in the Offer Document, (ii) the
Letter of Transmittal (in the case of acceptances relating to ADSs) or the
relevant Form of Acceptance (in the case of acceptances relating to LASMO
Shares), properly completed and duly executed, with any required signature
guarantees, and (iii) any other documents required by the Letter of Transmittal
or the Form of Acceptance. Instead of receiving cash consideration in pounds
sterling, holders of LASMO Shares who so wish may elect, in accordance with the
terms set forth in the Offer Document, to receive US dollars. Holders of LASMO
ADSs are entitled under the terms of the Offer to receive cash consideration in
pounds sterling. To facilitate the settlement of the Offer, unless they elect to
receive pounds sterling, holders of LASMO ADSs will receive cash consideration
in US dollars.

If all of the conditions to the Offer have been either satisfied, fulfilled or,
to the extent permitted, waived and the Offeror has acquired or contracted to
acquire, pursuant to the Offer or otherwise, at least 90 per cent. in nominal
value of the LASMO Shares (including LASMO Shares represented by LASMO ADSs) to
which the Offer relates, before the end of the four month

-3-

4

period provided by the United Kingdom Companies Act, the Offeror will be
entitled, and intends, to acquire the remaining LASMO Securities on the same
terms as the Offer pursuant to the compulsory acquisition procedure set out in
sections 428 to 430E of the United Kingdom Companies Act.

If a holder of ADSs wishes to accept the Offer in respect of ADSs and the ADRs
evidencing such ADSs are not immediately available or the procedures for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all required documents to reach the US Depositary while the Offer remains
open for acceptances, such holder's acceptance of the Offer in respect of ADSs
may be effected by following the guaranteed delivery procedures set forth in the
Offer Document.

Except as described below and in the Offer Document, acceptances of the Offer
for LASMO Securities are irrevocable. Acceptances of the Offer may be withdrawn
pursuant to the procedures set out below at any time during the Initial Offer
Period, including any extension thereof, but not during the Subsequent Offer
Period, except in certain limited circumstances as described in the Offer
Document. To be effective, a written notice of withdrawal must be timely
received by the party (either the UK Receiving Agent or the US Depositary) to
whom the acceptance was originally sent at one of the addresses set forth in the
Offer Document and must specify the name of the person who has tendered LASMO
Securities, the number of LASMO Securities to be withdrawn and (if share
certificates or ADSs have been tendered) the name of the registered holder of
the LASMO Securities, if different from the name of the person whose acceptance
is to be withdrawn. In respect of ADSs, if ADRs have been delivered or otherwise
identified to the US Depositary then, prior to the physical release of such
ADRs, the serial numbers shown on such ADRs must be submitted, and, unless the
ADSs evidenced by such ADRs have been delivered by an Eligible Institution (as
defined in the Offer Document), the signatures on the notice of withdrawal must
be guaranteed by an Eligible Institution. If ADSs evidenced by ADRs have been
delivered pursuant to the procedures for book-entry transfer set forth in the
Offer Document, any notice of withdrawal must also specify the name and number
of account at the Book-Entry Transfer Facility to be credited with the withdrawn
ADSs and must otherwise comply with such Book-Entry Transfer Facility's
procedures. All questions as to the validity (including time of receipt) of any
notice of withdrawal will be determined by the Offeror, whose determination
(except as required by the Panel) shall be final and binding.

The information required to be disclosed by Rule 14d-6(e)(1)(vii) of the General
Rules and Regulations under the United States Securities Exchange Act of 1934,
as amended (the "Exchange Act"), is contained in the Offer Document and
incorporated herein by reference. LASMO has provided the Offeror with LASMO
shareholder list and security position listings for the purpose of disseminating
the Offer to holders of LASMO Securities. The Offer Document, the Letter of
Transmittal and/or the Form of Acceptance are being mailed to holders of record
of LASMO Securities and are being furnished to brokers, dealers, commercial
banks, trust companies and similar persons whose names or the names of whose
nominees appear as holders of record for subsequent transmittal to beneficial
owners of LASMO Securities.

-4-

5

THE OFFER DOCUMENT AND RELATED MATERIALS CONTAIN IMPORTANT INFORMATION WHICH
SHOULD BE READ CAREFULLY BEFORE ANY DECISIONS ARE MADE WITH RESPECT TO THE
OFFER.

Requests for assistance or copies of the Offer Document, the Letter of
Transmittal, the Form of Acceptance and all other related materials may be
directed to the Information Agent as set forth below, and copies will be
furnished promptly at the Offeror's expense. No fees or commissions will be paid
to brokers, dealers or other persons (other than Goldman Sachs International and
the Information Agent) for soliciting tenders of LASMO Securities pursuant to
the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.

UNITED KINGDOM                              UNITED STATES
2 London Wall Buildings                        77 Water Street,
2nd Floor                                  20th Floor
London Wall                                 New York,
London EC2M 5PP                             New York 10005
Freephone: 0800 169 6962                  Toll-Free: 1 (800) 628 8536
Collect: +44 (0)20 7920 9700                  Collect: (212) 269-5550

December ____, 2000

-5-

1

RECOMMENDED CASH AND SHARE OFFER
BY

AMERADA HESS CORPORATION
AND BY

GOLDMAN SACHS INTERNATIONAL

ON ITS BEHALF
(OUTSIDE THE UNITED STATES)

FOR

ALL OF THE ISSUED AND TO BE ISSUED SHARE CAPITAL OF

LASMO PLC

Goldman Sachs International ("Goldman Sachs") announces on behalf of Amerada
Hess Corporation ("Amerada Hess") that Goldman Sachs is making a recommended
cash and share offer (the "Offer") on behalf of Amerada Hess (except in the
United States, where Amerada Hess is making the Offer on its own behalf) to
acquire all of the issued and to be issued share capital in LASMO plc ("LASMO").
The full terms and conditions of the Offer and the Mix and Match Election and
the Loan Note Alternative (including details of how the Offer may be accepted)
are set out in the offer document dated and posted on - December 2000 (the
"Offer Document"), the Form of Acceptance and the Letter of Transmittal. Terms
defined in the Offer Document have the same meanings in this advertisement.

The Offer is (pound)98.29 in cash and 1 new Amerada Hess Share for every 78.7
LASMO Shares held and (pound)294.87 and 3 new Amerada Hess Shares for every 78.7
LASMO ADSs held (each ADS representing 3 LASMO Shares)

The Offer values the entire issued share capital of LASMO plc (diluted for the
likely exercise of outstanding options) at approximately (pound)2.4 billion.

Holders of LASMO Shares and/or ADSs ("LASMO Securityholders") who validly accept
the Offer may elect under a Mix and Match Election to vary the proportions in
which they receive Amerada Hess Shares and cash (and/or Loan Notes, if
appropriate) as consideration, subject to other such holders making opposite
elections.

As an alternative to some or all of the cash consideration which would otherwise
be receivable under the Offer, holders of LASMO Shares (other than US persons
and certain overseas shareholders) who validly accept the Offer will be entitled
to Loan Notes to be issued by Amerada Hess. The Loan Notes will be issued on the
basis of (pound)1 nominal value of Loan Notes for every (pound)1 of cash
otherwise available under the Offer.

2

The Offer is made at 3.00 p.m. (London time), 10.00 a.m. (New York time) on -
December 2000 and is capable of acceptance from and after that time. Copies of
the Offer Document and Forms of Acceptance are available for collection from the
UK Receiving Agent, Computershare Services PLC at PO Box 859, The Pavillions,
Bridgwater Road, Bristol, BS99 1XZ or the Information Agent, D.F. King & Co.,
Inc. at 2 London Wall Buildings, 2nd Floor, London Wall, London EC2M 5PP.

The Offer is made to all LASMO Securityholders including those to whom the Offer
Document may not be despatched who hold LASMO Securities, or who are entitled to
have LASMO Securities unconditionally allotted or issued to them. The Offer will
be open for acceptance until 3.00 p.m. (London time), 10.00 a.m. (New York time)
on - 2001 (or such later time(s) and/or date(s) as Amerada Hess,
subject to the rules of the City Code, may decide).

The board of LASMO, which has been so advised by Schroder Salomon Smith Barney,
stated that it considers the terms of the Offer to be fair and reasonable and
has unanimously recommended LASMO Securityholders to accept the Offer. The
directors of LASMO, Schroder Investment Management and Electrafina S.A. have
irrevocably undertaken to accept the Offer in respect of their beneficial
holdings amounting to 270,276,705 LASMO Shares representing approximately 20.1
per cent. of LASMO's existing issued share capital. In providing advice to the
board of LASMO, Schroder Salomon Smith Barney has taken into account the
commercial assessments of the LASMO directors.

The Offer, including the Loan Note Alternative, is not being made, directly or
indirectly, in or into Canada, Australia or Japan and will not be capable of
acceptance from within Canada, Australia or Japan. Accordingly the Offer
Document and the Form of Acceptance or the Letter of Transmittal are not being
and must not be mailed or otherwise distributed or sent in, into or from Canada,
Australia or Japan.

The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom or the United
States should inform themselves about and observe any applicable requirements
and should read the details in this regard which are contained in Paragraph 9 of
Part B of Appendix I of the Offer Document and the relevant provisions of the
Form of Acceptance or Letter of Transmittal before taking any action.

This advertisement is not being published or otherwise distributed or sent to,
into or from Canada, Australia or Japan. Persons reading this advertisement
(including nominees, trustees and custodians) must not distribute or send this
advertisement, the Offer Document, a Form of Acceptance or a Letter of
Transmittal (or any other documentation related to the Offer) in, into or from
Canada, Australia or Japan nor use the Canadian, Australian or Japanese 

3

mails for any purpose, directly or indirectly, in connection with the Offer.
Doing so may invalidate any purported acceptance of the Offer.

The Loan Notes which may be issued pursuant to the Offer have not been and will
not be listed on any stock exchange and have not been, and will not be,
registered under the United States Securities Act of 1933 (as amended), or under
the laws of any State of the United States, nor will any steps be taken to
enable the Loan Notes to be offered in compliance with the applicable Securities
Laws of Canada or Japan and no prospectus in relation to the Loan Notes has
been, nor will be, lodged with the Australian Securities Commission.
Accordingly, the Loan Notes may not be offered, sold, resold, or delivered or
distributed, directly or indirectly, in or into the United States, or to or for
the account or benefit of any US person, except pursuant to an exemption from,
or in a transaction not subject to, the requirements of the Securities Act or
the relevant securities laws of any State of the United States, Canada,
Australia or Japan.

Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Amerada Hess and no-one
else in connection with the Offer and will not be responsible to anyone other
than Amerada Hess for providing the protections afforded to customers of Goldman
Sachs International nor for giving advice in relation to the Offer.

Schroder Salomon Smith Barney, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for LASMO and no one else in
connection with the Offer and will not be responsible to anyone other than LASMO
for providing the protections afforded to customers of Schroder Salomon Smith
Barney nor for giving advice in relation to the Offer.

The Directors of Amerada Hess as listed in the Offer Document, accept
responsibility for the information contained in this advertisement and, to the
best of their knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this advertisement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

- December 2000