0001193805-12-000419 Sample Contracts

AMENDMENT NO. 2 TO DEPOSIT AGREEMENT
Deposit Agreement • March 8th, 2012 • Deutsche Bank Trust Co Americas/ ADR Group • Oil & gas field services, nec • New York

AMENDMENT NO. 2 dated as of March , 2012 (the "Amendment") to the Amended and Restated Deposit Agreement, dated as of June 7, 2002 (the "Amended and Restated Deposit Agreement"), as amended, by and among Subsea 7 S.A., a company incorporated under the laws of Luxembourg (the "Company") , Deutsche Bank Trust Company Americas, as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts ("Receipts") issued thereunder.

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