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                                                                    EXHIBIT 10.7


                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") by and among R&B Falcon
Corporation, a Delaware corporation ("RBF"), R&B Falcon Management Services,
Inc., a wholly owned subsidiary of RBF (the "Company"), and Jan Rask (the
"Executive"), dated this 15th day of July, 2002, but effective as of July 16,
2002 (the "Effective Date").

         WHEREAS, RBF and the Company desire to induce the Executive to enter
into an employment arrangement with RBF and the Company in order to have the
benefit of the Executive's services from and after the Effective Date and the
Company has agreed to provide compensation and benefits to the Executive in
consideration of the Executive's agreement to become employed by the Company;
and

         WHEREAS, the Executive desires to enter into an employment arrangement
with RBF and the Company and to perform services for the Company and serve as
Chief Executive Officer and President of RBF for the compensation and benefits
described herein; and

         WHEREAS, it is anticipated that RBF will transfer its deep-water
business to one or more subsidiaries of Transocean Inc. and seek to effect a
registered public offering of common stock of RBF, in which it is currently
expected that Transocean Inc. and its subsidiaries will be the sole seller of
shares; and

         NOW, THEREFORE, in consideration of the promises, terms and provisions
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       Employment Period.

         The Company hereby agrees to employ the Executive and the Executive
hereby accepts such employment, subject to the terms and conditions of this
Agreement, for the period commencing on the Effective Date and ending on the
third anniversary of the Effective Date (the "Initial Term"). The Initial Term
(and each subsequent Renewal Term (defined herein)) shall be extended
automatically for an additional one (1)-year period (a "Renewal Term") unless
written notice that this Agreement will not be renewed is given by either party
to the other at least six (6) months prior to the expiration of the Initial Term
or any Renewal Term (collectively, the Initial Term and any Renewal Term shall
be referred to as the "Employment Period").

2.       Terms of Employment.

         (a)      Duties. During the Employment Period, the Executive shall
                  serve in the capacity of Chief Executive Officer and President
                  of RBF. During the Employment Period, and excluding any
                  periods of vacation and sick leave to which the Executive is
                  entitled, the Executive agrees to devote reasonable attention
                  and time during normal business hours to the business and
                  affairs of the Company and RBF and, to the extent necessary to
                  discharge the responsibilities assigned to the



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                  Executive under this Agreement and reasonable duties,
                  consistent with and normal for the position, given to the
                  Executive by the Board of Directors of RBF (the "Board") from
                  time to time, to use the Executive's reasonable best efforts
                  to perform faithfully and efficiently such responsibilities.
                  During the Employment Period, it shall not be a violation of
                  this Agreement for the Executive to (i) serve on corporate,
                  civic or charitable boards or committees, provided that such
                  service has been approved by the Board, (ii) deliver lectures
                  or fulfill speaking engagements and (iii) manage personal
                  investments, so long as all such activities described in
                  clauses (i), (ii) and (iii) do not significantly interfere
                  with the performance of the Executive's responsibilities as
                  the Chief Executive Officer and President in accordance with
                  this Agreement.

         (b)      Compensation. The Executive shall be entitled to receive the
                  compensation set forth below in consideration for his services
                  during the Employment Period.

                  (i)      Base Salary. The Executive shall receive an annual
                           base salary ("Annual Base Salary"), of five hundred
                           thirty thousand dollars ($530,000), which shall be
                           paid to the Executive in equal semi-monthly
                           installments throughout the year, consistent with
                           normal payroll practices of the Company. During the
                           Employment Period, the Annual Base Salary shall be
                           reviewed at least annually. Any increase in Annual
                           Base Salary shall not serve to limit or reduce any
                           other obligation to the Executive under this
                           Agreement. Annual Base Salary shall not be reduced
                           after any such increase, and the term Annual Base
                           Salary as utilized in this Agreement shall refer to
                           Annual Base Salary as so increased.

                  (ii)     Bonus. The Executive may receive an annual
                           discretionary bonus (the "Bonus") that is (A) based
                           on the terms and conditions of a bonus plan adopted
                           for similarly situated executives and (B) subject to
                           the attainment of certain performance objectives,
                           such performance objectives and their achievement to
                           be determined annually by the Board, in its sole
                           discretion. The Bonus shall be payable upon
                           determination by the Board of Executive's percentage
                           achievement of the performance targets established by
                           the Board. The Bonus shall be calculated by
                           multiplying the Executive's percentage of attained
                           objectives times an amount equal to a percentage of
                           the Executive's Annual Base Salary for the respective
                           year as established by the Board (the "Annual Target
                           Bonus"); provided that, for each year of the Initial
                           Term, the Annual Target Bonus shall be no less than
                           seventy percent (70%) of the Executive's Annual Base
                           Salary. Notwithstanding the foregoing, if the
                           Executive is eligible for a Bonus for a partial
                           calendar year of employment, the amount of the Bonus
                           shall be prorated and calculated based on the Annual
                           Base Salary actually received by the Executive for
                           such partial calendar year of employment.

                  (iii)    IPO Option. Effective as of the closing date of the
                           first registered underwritten public offering
                           completed after the Effective Date to



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                           purchase common stock of RBF ("Common Stock") (the
                           "IPO"), the Executive shall, if he is then employed
                           hereunder, receive a non-qualified option to purchase
                           two percent (2%) of the aggregate number of the then
                           outstanding shares of Common Stock of all classes;
                           provided that the option shall be solely to purchase
                           the same class of shares purchased by the public in
                           the IPO which currently is expected to be Class A
                           Common Stock (the "Public Common Stock") (it being
                           understood that Transocean Inc. and its subsidiaries
                           are currently expected to hold Class B Common Stock
                           which will, among other things, be entitled to voting
                           rights at least five (5) times as great as the voting
                           rights of the Public Common Stock) (the "IPO
                           Option"). The exercise price of the IPO Option shall
                           be equal to the price to the public of the Public
                           Common Stock sold (or other class sold) in the IPO on
                           the closing date of the IPO (the "IPO Date"). The IPO
                           Option shall be subject to (A) expiration on the
                           tenth anniversary of the IPO Date or, if earlier, 90
                           days after the Executive's Date of Termination (as
                           defined in Section 3(g) or Section 4(b)) and (B)
                           incremental exercisability of the IPO Option at the
                           rate of thirty-three and one-third percent (33 1/3%)
                           of the shares subject to the IPO Option per year on
                           the first (1st), second (2nd) and third (3rd)
                           anniversaries of the IPO Date so that cumulatively
                           after the end of the third (3rd) anniversary of the
                           IPO Date, one hundred percent (100%) of the IPO
                           Option shall be exercisable. The Executive must be in
                           continuous employment with RBF and the Company from
                           the IPO Date through the date of exercisability of
                           each installment in order for the IPO Option to
                           become exercisable with respect to additional shares
                           on each such date, except as otherwise provided in
                           this Agreement. The IPO Option shall be subject to
                           (A) an employee stock option plan to be adopted by
                           RBF ("Stock Incentive Plan"), (B) a stock option
                           award document containing terms consistent with the
                           foregoing and (C) such other terms, consistent with
                           the foregoing, to be established by the
                           administrative committee of such Stock Incentive
                           Plan, including, but not limited to, any restrictions
                           on the Executive's ability to sell, transfer or
                           dispose of shares of Public Common Stock acquired
                           upon exercise of the IPO Option following the IPO
                           Date or the date of any underwritten registration of
                           the offering of the Public Common Stock.

                           Further, without limiting the generality of any other
                           provision hereof, nothing in this Agreement shall
                           limit or restrict RBF from (A) taking any action in
                           connection with the separation of its shallow-water
                           from its deep-water business on the terms determined
                           by Transocean Inc. (including, without limitation,
                           the dividend or other transfer of deep-water related
                           assets from RBF), (B) entering into any arrangement
                           (including separation arrangements, corporate
                           governance arrangements, tax sharing arrangements,
                           registration rights agreements, transition services
                           agreements, all of which may be on the terms
                           specified by Transocean Inc.), (C) amending the
                           Charter, Bylaws and other governing documents to
                           provide for, among other things, protections for
                           Transocean Inc. and



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                           granting it consent and other rights not available to
                           other shareholders, (D) effecting the sale of
                           securities to Transocean Inc. on terms that
                           Transocean Inc. determines, (E) varying the terms of
                           the IPO from those described herein, or (F)
                           restricting the ability of RBF to compete with
                           Transocean Inc., it being specifically understood by
                           the parties hereto that any of such actions or other
                           actions taken by RBF in connection with any IPO
                           (including the decision not to effect the IPO),
                           restructuring, any disposition transactions or
                           otherwise shall not constitute Good Reason, as
                           defined in Section 4(b), or otherwise a breach of
                           this Agreement.

                  (iv)     IPO Restricted Stock. If the Executive is employed on
                           the IPO Date he shall receive as of that date a
                           number of restricted shares of Public Common Stock
                           (the "IPO Restricted Stock") equal to the quotient
                           obtained by dividing the Incentive Amount by the IPO
                           Price Per Share.

                           The IPO Restricted Stock shall contain forfeiture
                           restrictions that shall lapse on the third
                           anniversary of the IPO Date, subject to the
                           Executive's continuous employment with RBF and the
                           Company through that date. The Restricted Stock shall
                           be awarded subject to (A) the Stock Incentive Plan,
                           (B) a restricted stock award document containing
                           terms consistent with the foregoing, and (C) such
                           other terms, consistent with the foregoing, to be
                           established by the administrative committee of such
                           Stock Incentive Plan.

                           For purposes of this Agreement, the following terms
                           shall have the meanings indicated:

                           "Estimate Date" shall mean the first to occur of (A)
                           the IPO Date, (B) the closing date of a Whole Company
                           Sale (C) the date the Executive gives notice of an
                           Approved Termination pursuant to Section 3(a)(i), or
                           (D) 90 days after the Date of Termination without
                           Cause pursuant to Section 3(e).

                           "Incentive Amount" shall mean the excess, if any, of
                           (A) $9,387,000 multiplied by the Adjustment Ratio,
                           over (B) $1,043,000.

                           "IPO Price Per Share" shall mean the price to the
                           public of the Public Common Stock sold in the IPO on
                           the IPO Date.

                           "Adjustment Ratio" shall mean the quotient
                           (calculated to the nearest five decimal places)
                           obtained by dividing (A) the excess, if any of (I)
                           the Index Value as of the Estimate Date over (II) the
                           Index Value as of Effective Date by (B) the Index
                           Value as of the Effective Date.

                           "Applicable Stock" shall mean the common stock (or
                           equivalent in the event of a noncorporate entity) of
                           each of the following: Pride International, Inc.,
                           Ensco International Incorporated, Patterson-UTI



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                           Energy, Inc., Rowan Companies, Inc. and Grey Wolf,
                           Inc. (each of such companies being referred to as an
                           "Issuer").

                           "Market Capitalization" on any day shall mean, with
                           respect to any Applicable Stock, the product obtained
                           by multiplying (a) the Market Value of such
                           Applicable Stock on such day by (b) the number of
                           outstanding shares of all Applicable Stock as last
                           reported in a filing with the Securities and Exchange
                           Commission.

                           "Index Value" on any day shall mean the sum of the
                           Market Capitalization of the Applicable Stocks on
                           such day (i.e., the sum of the Market Capitalization
                           of the common stock of Pride International, Inc.,
                           plus the Market Capitalization of the common stock of
                           Ensco International Incorporated, plus the Market
                           Capitalization of the common stock of Patterson-UTI
                           Energy, Inc., plus the Market Capitalization of the
                           common stock of Rowan Companies, Inc., plus the
                           Market Capitalization of the common stock of Grey
                           Wolf, Inc.) divided by the sum of the number of
                           outstanding shares of all Applicable Stock as last
                           reported in a filing with the Securities and Exchange
                           Commission.

                           "Market Value" of any Applicable Stock on any day
                           shall mean the average of the high and low reported
                           sales prices regular way of a share of such
                           Applicable Stock on such day (if such day is a
                           Trading Day, and if such day is not a Trading Day, on
                           the Trading Day immediately preceding such day) or,
                           in case no such reported sale takes place on such
                           Trading Day, the average of the reported closing bid
                           and asked prices regular way of a share of such
                           Applicable Stock on such Trading Day, in either case
                           on the New York Stock Exchange or, if the shares of
                           such Applicable Stock are not quoted on the New York
                           Stock Exchange on such Trading Day, on the Nasdaq
                           National Market, or if the shares of such Applicable
                           Stock are not quoted on the Nasdaq National Market on
                           such Trading Day, the average of the closing bid and
                           asked prices of a share of such Applicable Stock in
                           the over-the-counter market on such Trading Day as
                           furnished by any New York Stock Exchange member firm
                           selected by RBF, or if such closing bid and asked
                           prices are not made available by any such New York
                           Stock Exchange member firm on such Trading Day
                           (including without limitation because such Applicable
                           Stock is not publicly held (whether because an Issuer
                           of such Applicable Stock has been acquired by a third
                           party in an acquisition (an "Issuer Acquisition") or
                           otherwise) or because such Applicable Stock has been
                           reclassified, converted or exchanged into cash,
                           securities or other property), the market value of a
                           share of such Applicable Stock as determined by the
                           Board of Directors of the Company; provided that (a)
                           the "Market Value" of any share of Applicable Stock
                           on any day prior to the "ex" date or any similar date
                           for any dividend or distribution paid or to be paid
                           with respect to the Applicable Stock shall be reduced
                           by the fair market value of the per share



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                           amount of such dividend or distribution as determined
                           by the Board of Directors of the Company and (b) the
                           "Market Value" of any share of Applicable Stock on
                           any day prior to (i) the effective date of any
                           subdivision (by stock split or otherwise) or
                           combination (by reverse stock split or otherwise) of
                           outstanding shares of Applicable Stock or (ii) the
                           "ex" date or any similar date for any dividend or
                           distribution with respect to the Applicable Stock in
                           shares of the Applicable Stock shall be appropriately
                           adjusted as determined by the Board of Directors of
                           the Company to reflect such subdivision, combination,
                           dividend or distribution. In the case of an Issuer
                           Acquisition such Issuer's Applicable Stock shall be
                           removed from the determination of Market Value for
                           both the Effective Date and the Estimate Date;
                           provided, however, that if there occurs an aggregate
                           of two or more of any combination of Issuer
                           Acquisitions (excluding an Issuer Acquisition in
                           which an Issuer is acquired by another Issuer) or
                           Issuer Bankruptcies (as defined herein), then the
                           parties shall retain the remaining Applicable Stock
                           in the determination of Market Value for both the
                           Effective Date and the Estimate Date but shall add
                           any additional companies as Issuers as shall be
                           determined by Simmons & Company International (or if
                           Simmons & Company International does not accept such
                           assignment, as determined by a mutually agreeable
                           investment banking firm with experience in the
                           oilfield service industry). In making such
                           determination, Simmons & Company International shall
                           seek to choose companies to be included as Issuers in
                           order to have the calculation of Market Value as most
                           appropriately as possible reflect the U.S. Gulf of
                           Mexico shallow-water and inland barge drilling
                           business. Any number of additional Issuers (including
                           zero) may be included by Simmons & Company
                           International, but the total number of Issuers,
                           including Issuers already determined hereunder, may
                           not exceed five. The costs of Simmons & Company
                           International shall be paid by the Company. An Issuer
                           shall be deleted from the determination of Market
                           Value for all periods if such Issuer declares
                           bankruptcy under applicable federal bankruptcy laws
                           (an "Issuer Bankruptcy"). In addition, the Board may
                           make other changes to the determination of Market
                           Value not inconsistent with the foregoing that it
                           deems fair and equitable under the circumstances.

                           "Trading Day" shall mean each weekday other than any
                           day on which securities are not traded on the New
                           York Stock Exchange or the Nasdaq National Market or
                           in the over-the-counter market.

                  (v)      Whole Company Sale. If during the Initial Term, but
                           prior to the occurrence of an IPO or notice of an
                           Approved Termination, either 90% of the stock of RBF
                           is sold to an unrelated third party (or merger or
                           other business combination that results in less than
                           90% of the stock of RBF not being beneficially owned
                           by Transocean) or at least 90% (by number of rigs) of
                           the RBF jackups and barges that are currently in the
                           U.S. Gulf of



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                           Mexico and which currently are included in
                           Transocean's Gulf of Mexico Shallow and Inland Water
                           Segment are sold to an unrelated third party (a
                           "Whole Company Sale") while the Executive is employed
                           hereunder, the Executive shall be entitled to a cash
                           payment equal to the greater of (A) 0.25% of the
                           proceeds (net of all expenses directly associated
                           with the sale) of the sale of those assets and
                           liabilities expected by Transocean on the date hereof
                           to be included in RBF at the IPO Date (the
                           "Hypothetical IPO Company"), or (B) the Incentive
                           Amount. The assets and liabilities of the
                           Hypothetical IPO Company shall include the assets and
                           liabilities of Transocean's Gulf of Mexico Shallow
                           and Inland Water Segment as constituted on the date
                           hereof together with any corporate level assets or
                           liabilities expected by Transocean to be allocated to
                           the Hypothetical IPO Company as adjusted to take into
                           account the results of operations of the Hypothetical
                           IPO Company through the date of such sale, including
                           acquisitions of assets and the incurrence of
                           liabilities. In the event the consideration for a
                           Whole Company Sale is not cash, then the value of
                           such consideration shall be determined in good faith
                           by the Board. The amount due under this Section
                           2(b)(v) shall be paid within forty-five (45) days
                           after the closing of the Whole Company Sale. In the
                           event of a Whole Company Sale, the provisions of
                           Sections 2(b)(iii) and 2(b)(iv) shall no longer
                           apply, other than for purposes of using the necessary
                           definitions to determine the Incentive Payment.

                  (vi)     Stock Options. The Executive shall be eligible to
                           receive stock option awards, in the discretion of the
                           Board, pursuant to the terms of the Stock Incentive
                           Plan. The Board shall review the Executive's
                           eligibility to receive awards at least annually.

                  (vii)    Incentive, Savings and Retirement Plans. The
                           Executive shall be entitled to participate in all
                           incentive, savings and retirement plans, practices,
                           policies and programs applicable generally to other
                           senior executives of the Company; provided, however,
                           that the Executive shall not be eligible to
                           participate in plans covering senior executives of
                           Transocean and its affiliates other than RBF and the
                           Company.

                  (viii)   Welfare Benefit Plans. The Executive and/or the
                           Executive's family, as the case may be, shall be
                           eligible for participation in and shall receive all
                           benefits under welfare benefit plans, practices,
                           policies and programs provided by the Company
                           (including, without limitation, supplemental
                           disability and supplemental life insurance plans and
                           programs) to the extent applicable generally to other
                           senior executives of the Company.

                  (ix)     Club Membership. The Company shall pay for, or
                           reimburse the Executive for the payment of, monthly
                           dues for a club membership as selected by the
                           Executive.



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                  (x)      Office and Support Staff. The Executive shall be
                           entitled to an office or offices of a size and with
                           furnishings and other appointments, and to exclusive
                           personal secretarial and other assistance, at least
                           equal to the most favorable of the foregoing provided
                           to other senior executives of the Company.

                  (xi)     Vacation. The Executive shall be entitled to paid
                           vacation in accordance with the most favorable plans,
                           policies, programs and practices of the Company as in
                           effect for other senior executives of the Company,
                           provided that the Executive shall be entitled to at
                           least six (6) weeks of paid vacation each twelve
                           (12)-month period.

                  (xii)    Tax Preparation. Company shall pay for, or reimburse
                           the Executive for, the cost of preparation of his
                           annual Federal income tax return.

                  (xiii)   Right to Change Plans. The Company shall not be
                           obligated to institute, maintain or refrain from
                           changing, amending or discontinuing any benefit plan,
                           program or fringe benefit, so long as such changes
                           are similarly applicable to senior executives of the
                           Company generally.

3.       Termination of Employment.

         (a)      Nonoccurrence of the IPO.

                  (i)      If during the eighteen (18) month period after the
                           Effective Date (the "Waiting Period") neither an IPO
                           nor a Whole Company Sale occurs (the "IPO
                           Nonoccurrence"), then the Executive may voluntarily
                           terminate his employment for any reason during the
                           ninety (90)-day period immediately following the
                           expiration of the Waiting Period ("Approved
                           Termination").

                  (ii)     In the event of an Approved Termination, the
                           Executive shall receive (A) the Incentive Amount
                           payable in cash within forty-five (45) days of the
                           Date of Termination as defined in Section 3(g), (B)
                           if Section 4 is not applicable, continued payment of
                           the Annual Base Salary, at the rate then in effect,
                           through the expiration of the Initial Term, and (C)
                           all other benefits to which the Executive has a
                           vested right at the time, according to the provisions
                           of the governing plan or program. The Company agrees
                           that, if Section 4 is not applicable, the Incentive
                           Amount payable under this Section 3(a)(ii) shall not
                           be less than the amount necessary to cause the
                           Incentive Amount plus the aggregate Annual Base
                           Salary under clause (B) of the preceding sentence to
                           total one million dollars ($1,000,000).

         (b)      Death or Disability.

                  (i)      The Executive's employment shall terminate
                           automatically upon the Executive's death during the
                           Employment Period. If the Board



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                           determines, in good faith, that a Disability of the
                           Executive has occurred during the Employment Period
                           (pursuant to the definition of Disability set forth
                           below), it may give to the Executive written notice
                           in accordance with Section 12(b) of this Agreement of
                           its intention to terminate the Executive's
                           employment. In such event, the Executive's employment
                           with RBF and the Company shall terminate effective on
                           the thirtieth (30th) day after receipt of such notice
                           by the Executive (the "Disability Effective Date"),
                           provided that, within the thirty (30) days after such
                           receipt, the Executive shall not have returned to
                           full-time performance of the Executive's duties. For
                           purposes of this Agreement, "Disability" shall mean
                           the absence of the Executive from the Executive's
                           duties with RBF on a full-time basis for one hundred
                           eighty (180) consecutive business days as a result of
                           incapacity due to mental or physical illness, which
                           is determined to be total and permanent by a
                           physician selected by RBF or the Company or their
                           insurers and acceptable to the Executive or the
                           Executive's legal representative.

                  (ii)     In the event of a termination due to death or
                           Disability, the Executive shall receive (A) upon the
                           Date of Termination, the unpaid Annual Base Salary,
                           at the rate then in effect, accrued through the Date
                           of Termination, (B) any Bonus to which the Executive
                           is entitled, payable after the Board determines
                           whether the performance objectives have been met for
                           the relevant calendar year, and (C) all other
                           benefits to which the Executive has a vested right at
                           the time, according to the provision of the governing
                           plan or program. In addition, any IPO Option shall
                           become fully exercisable as of the Date of
                           Termination and remain exercisable for its term and
                           any IPO Restricted Stock shall become fully vested as
                           of the Date of Termination. The Executive's
                           beneficiaries shall be entitled to participate in all
                           applicable benefit plans and programs in accordance
                           with the eligibility provisions thereof.

         (c)      Voluntary Termination by Executive.

                  (i)      The Executive may voluntarily terminate his
                           employment during the Employment Period at any time
                           by giving the Board ninety (90) days' advance Notice
                           of Termination, as defined in Section 3(f) of this
                           Agreement.

                  (ii)     In the event of a voluntary termination by the
                           Executive (other than a Qualifying Termination within
                           eighteen (18) months of a Change in Control (as
                           provided in Section 4) or a termination pursuant to
                           Section 3(a)), the Executive shall receive (A) upon
                           the Date of Termination, the unpaid Annual Base
                           Salary, at the rate then in effect, accrued through
                           the Date of Termination, (B) any Bonus to which the
                           Executive is entitled, payable after the Board
                           determines whether the performance objectives have
                           been met for the relevant calendar year, and (C) all
                           other benefits to



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                           which the Executive has a vested right at the time,
                           according to the provision of the governing plan or
                           program. The Executive must provide a Notice of
                           Termination at least ninety (90) days prior to the
                           Date of Termination in order to receive the Bonus
                           under this Section 3(c)(ii).

         (d)      Termination for Cause.

                  (i)      The Board may terminate the Executive's employment at
                           any time during the Employment Period for Cause. For
                           purposes of this Agreement, "Cause" shall mean:

                           A.       The willful and continued failure of the
                                    Executive to perform substantially the
                                    Executive's duties, typical for the
                                    position, with RBF and the Company (other
                                    than any such failure resulting from
                                    incapacity due to physical or mental
                                    illness) or any reasonable duties assigned
                                    or reasonable orders given to the Executive
                                    by the Board from time to time, after a
                                    written demand for performance is delivered
                                    to the Executive by the Board, which
                                    specifically identifies the manner in which
                                    the Board of Directors believes that the
                                    Executive has not substantially performed
                                    the Executive's duties;

                           B.       The willful engagement by the Executive in
                                    illegal conduct, gross misconduct,
                                    dishonesty or self-dealing with the Company,
                                    RBF or any of RBF's affiliates, which
                                    results from a willful act or omission or
                                    from gross negligence and that is materially
                                    and demonstrably injurious or reasonably
                                    likely to become materially injurious to the
                                    Company, RBF or any of RBF's affiliates;

                           C.       The conviction of the Executive by a court
                                    of competent jurisdiction of any felony or a
                                    crime involving moral turpitude; or

                           D.       The Executive's breach of the
                                    confidentiality or noncompetition provisions
                                    of this Agreement or any other material
                                    breach of the Executive's obligations
                                    hereunder.

                           For purposes of this provision, no act or failure to
                           act, on the part of the Executive, shall be
                           considered "willful" unless it is done, or omitted to
                           be done, by the Executive in bad faith or without
                           reasonable belief that the Executive's action or
                           omission was in the best interests of the Company.
                           Any act, or failure to act, based upon authority
                           given pursuant to a resolution duly adopted by the
                           Parent Board or upon the instructions of the Chief
                           Executive Officer of Transocean or based upon the
                           advice of counsel for the Company or Parent shall be
                           conclusively presumed to be done, or omitted to be
                           done, by the Executive in good faith and in the best
                           interests of the Company, RBF and RBF's affiliates.
                           The cessation of



                                      -10-
<PAGE>

                           employment of the Executive shall not be deemed to be
                           for Cause unless and until there shall have been
                           delivered to the Executive a copy of a resolution
                           duly adopted by the affirmative vote of not less than
                           three-quarters of the entire membership of the Parent
                           Board at a meeting of the Parent Board called and
                           held for such purpose (after reasonable notice is
                           provided to the Executive and the Executive is given
                           an opportunity, together with counsel, to be heard
                           before the Parent Board), finding that, in the good
                           faith opinion of the Parent Board, the Executive is
                           guilty of the conduct described above, and specifying
                           the particulars thereof in detail. As used in this
                           Section, "Parent Board" means the board of directors
                           of Transocean, except that in the event that an IPO
                           occurs or Transocean no longer owns 50% or more of
                           the Outstanding RBF Voting Securities (as defined in
                           Section 4(c)(i)), then Parent Board shall mean the
                           Board of Directors of RBF.

                  (ii)     For purposes of this Agreement, RBF's affiliates
                           shall include any company controlled by, controlling
                           or under common control with RBF.

                  (iii)    In the event of termination for Cause, the Executive
                           shall receive the unpaid Annual Base Salary, at the
                           rate then in effect, accrued through the Date of
                           Termination, and the Executive shall immediately
                           thereafter forfeit all rights and benefits (other
                           than vested benefits) he would otherwise have been
                           entitled to receive under this Agreement. The
                           Executive will lose any right to supplemental
                           benefits provided by RBF and the Company, including,
                           but not limited to, retirement benefits. RBF and the
                           Company thereafter shall have no further obligations
                           under this Agreement.

         (e)      Involuntary Termination other than for Cause.

                  (i)      The Company may terminate the Executive's employment
                           other than for Cause at any time during the
                           Employment Period.

                  (ii)     In the event of involuntary termination other than
                           for Cause, upon the Date of Termination, the
                           Executive shall receive (A) the unpaid Annual Base
                           Salary otherwise payable to the Executive for the
                           remaining Employment Period, (B) any Bonus to which
                           the Executive is entitled, payable after the Board
                           determines whether the performance objectives have
                           been met for the relevant calendar year, (C) if the
                           date of termination precedes both the IPO Date and
                           the closing date of a Whole Company Sale, a cash
                           payment equal to the Incentive Amount; provided,
                           however, that if a binding agreement to effect a
                           Whole Company Sale is in effect on the Date of
                           Termination or at any time within ninety (90) days
                           thereafter, and if the Whole Company Sale occurs
                           pursuant to such binding agreement, the Executive
                           shall receive the amount calculated under Section
                           2(v), and the amount payable under this clause (C)
                           shall be paid



                                      -11-
<PAGE>

                           within forty-five (45) days after the closing of a
                           Whole Company Sale or cancellation or revocation of a
                           binding agreement or, if no binding agreement for a
                           Whole Company Sale applies, then the amount shall be
                           paid within ninety-five (95) days after the Date of
                           Termination pursuant to Section 3(g), (D) immediate
                           vesting of any IPO Option and continued
                           exercisability of such IPO Option through the full
                           term of the option, (E) immediate vesting of any IPO
                           Restricted Stock, and (F) all other benefits to which
                           the Executive has a vested right at the time,
                           according to the provisions of the governing plan or
                           program.

         (f)      Notice of Termination. Any voluntary termination by the
                  Executive or termination by RBF for Cause shall be
                  communicated by Notice of Termination to the other party
                  hereto given in accordance with Section 12(b) of this
                  Agreement. For purposes of this Agreement, a "Notice of
                  Termination" means a written notice which (i) indicates the
                  specific termination provision in this Agreement relied upon,
                  (ii) to the extent applicable, sets forth in reasonable detail
                  the facts and circumstances claimed to provide a basis for
                  termination of the Executive's employment under the provision
                  so indicated and (iii) if the Date of Termination (as defined
                  in Section 3(g)) is other than the date of receipt of such
                  notice, specifies the termination date. The failure by RBF to
                  set forth in the Notice of Termination any fact or
                  circumstance that contributes to a showing of Cause shall not
                  waive any right of RBF hereunder or preclude RBF from
                  asserting such fact or circumstance in enforcing its rights
                  hereunder.

         (g)      Date of Termination. "Date of Termination" means (i) if the
                  Executive voluntarily terminates his employment, the date
                  specified in the notice; (ii) if the Executive's employment is
                  terminated by RBF for Cause, the date of receipt of the Notice
                  of Termination or any later date specified therein, as the
                  case may be; (iii) if the Executive's employment is terminated
                  by RBF other than for Cause or by the Executive for the
                  nonoccurrence of the IPO within the waiting period, the
                  Executive's last day as an active employee of RBF and the
                  Company; or (iv) if the Executive's employment is terminated
                  by reason of death or Disability, the date of death of the
                  Executive or the Disability Effective Date, as the case may
                  be.

4.       Change in Control.

         (a)      Employment Termination in Connection with a Change in Control.
                  In the event of a Qualifying Termination (as defined below)
                  within the eighteen (18)-month period immediately following a
                  Change in Control (as defined in Section 4(c)), in lieu of all
                  other benefits provided to the Executive under the provisions
                  of this Agreement, the Executive shall receive the following
                  severance benefits (hereinafter referred to as the "Severance
                  Benefits"):

                  (i)      An amount equal to three (3) times the Executive's
                           "annual compensation" for the year of termination.
                           For purposes of this Section 4(a)(i), "annual
                           compensation" means the sum of (A) the Executive's



                                      -12-
<PAGE>

                           Annual Base Salary in effect as of the Date of
                           Termination and (B) the Executive's Annual Target
                           Bonus for the year of termination, or, if greater,
                           the highest Bonus paid to the Executive under this
                           Agreement during the most recent thirty-six (36)
                           month period;

                  (ii)     Any Bonus to which the Executive is entitled, payable
                           after the Board determines whether the performance
                           objectives have been met for the relevant calendar
                           year;

                  (iii)    A continuation of the welfare benefits of medical
                           insurance, dental insurance, disability insurance and
                           life insurance for three (3) full years after the
                           Date of Termination. These benefits shall be provided
                           to the Executive at the same premium cost and at the
                           same coverage level, as in effect as of the Date of
                           Termination. However, in the event the premium cost
                           and/or level of coverage shall change for all
                           employees of RBF and the Company, the cost and/or
                           coverage level, likewise, shall change for the
                           Executive in a corresponding manner.

                           The continuation of these welfare benefits shall be
                           discontinued prior to the end of the three (3) year
                           period in the event the Executive has available
                           substantially similar benefits from a subsequent
                           employer, as determined by the Board or its designee.

                           Upon the termination of these welfare benefits, the
                           Executive shall be provided a COBRA continuation
                           election under RBF's or the Company's group health
                           plans;

                  (iv)     Immediate vesting of any IPO Option and continued
                           exercisability of such IPO Option through the full
                           term of the option; and

                  (v)      Immediate vesting of any IPO Restricted Stock.

         For purposes of this Agreement, a Qualifying Termination shall mean a
         termination of the Executive's employment by RBF other than for Cause
         (as provided in Section 3(e) herein) or by the Executive for Good
         Reason (as defined in Section 4(b)).

         (b)      Definition of "Good Reason." For purposes of this Agreement,
                  "Good Reason" shall mean:

                  (i)      The removal of the Executive from the position of
                           Chief Executive Officer and President or the
                           assignment to the Executive of any duties materially
                           inconsistent with the Executive's position with RBF
                           and the Company;

                  (ii)     The relocation of the Executive's principal place of
                           employment to a location more than fifty (50) miles
                           from the Executive's principal place of employment as
                           of the date immediately preceding the relocation; or



                                      -13-
<PAGE>

                  (iii)    A reduction by RBF and the Company in the Executive's
                           Annual Base Salary, as in effect on the Effective
                           Date or as the same may be increased from time to
                           time, in the amount of twenty-five percent (25%) or
                           more.

                  The foregoing notwithstanding, the parties hereto agree that
                  the failure of the IPO to occur shall not constitute Good
                  Reason (as defined in this Section 4(b)). With respect to a
                  termination by the Executive for Good Reason, the "Date of
                  Termination" means the Executive's last day as an active
                  employee of RBF and the Company.

         (c)      Definition of "Change in Control." A Change in Control of RBF
                  shall be deemed to have occurred as of the first (1st) day any
                  one or more of the following conditions shall have been
                  satisfied:

                  (i)      The acquisition by any individual, entity or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the Securities Exchange Act of 1934, as amended
                           (the "Exchange Act")) (a "Person") of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the Exchange Act) of shares
                           representing 20% or more of the combined voting power
                           of the then outstanding voting securities of RBF
                           entitled to vote generally in the election of
                           directors (the "Outstanding RBF Voting Securities");
                           provided, however, that for purposes of this
                           subsection (i), the following acquisitions shall not
                           constitute a Change in Control: (A) any acquisition
                           directly from RBF, (B) any acquisition by RBF (it
                           being understood that an acquisition by an acquiror
                           of greater than 20% of the Outstanding RBF Voting
                           Securities directly from RBF shall not prevent such
                           acquiror from causing a subsequent Change in Control
                           if it thereafter acquires an additional 20% of the
                           Outstanding RBF Voting Securities in a transaction
                           that would otherwise constitute a Change of Control),
                           (C) any acquisition by any employee benefit plan (or
                           related trust) sponsored or maintained by RBF or any
                           corporation or other entity controlled by RBF, (D)
                           any acquisition by any corporation or other entity
                           pursuant to a transaction which complies with clauses
                           (A), (B) and (C) of Section 4(c)(iii), (E) an
                           acquisition of securities effected in connection with
                           a distribution of any class of Common Stock of RBF to
                           shareholders of Transocean Inc. in a transaction
                           (including any distribution in exchange for shares of
                           capital stock or other securities of Transocean Inc.)
                           intended to qualify as a tax-free distribution under
                           Section 355 of the Internal Revenue Code of 1986, as
                           amended (the "Code"), or any successor provision (a
                           "Tax-Free Spin-Off"), (F) any acquisition by
                           Transocean Inc. or any of its affiliates excluding
                           RBF and its subsidiaries (collectively,
                           "Transocean"), (G) any acquisition from Transocean
                           pursuant to a public offering of securities
                           registered under a registration statement filed with
                           the Securities and Exchange Commission, or (H) any
                           acquisition immediately following which Transocean
                           has beneficial ownership of at least 50% or more of
                           the Outstanding RBF Voting Securities; provided that
                           any such acquisition



                                      -14-
<PAGE>

                           that, but for this clause (H), would otherwise
                           constitute a Change of Control under this Section
                           4(c)(i) shall be deemed to be a Change in Control at
                           the time that Transocean no longer has beneficial
                           ownership of at least 50% or more of the Outstanding
                           RBF Voting Securities, if such individual, entity or
                           group that made such acquisition continues to own 20%
                           or more of the Outstanding RBF Voting Securities
                           following such time that Transocean no longer has
                           such beneficial ownership;

                  (ii)     Individuals who, as of the date hereof, are members
                           of the Board (the "Incumbent Board") cease for any
                           reason to constitute at least a majority of the
                           Board; provided, however, that for purposes of this
                           Section 4, any individual becoming a director
                           subsequent to the date hereof whose election, or
                           nomination for election by RBF's shareholders, was
                           approved by either (A) a vote of at least a majority
                           of the directors then comprising the Incumbent Board
                           or (B) Transocean, shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding, for this purpose, any such individual
                           whose initial assumption of office occurs as a result
                           of an actual or threatened election contest with
                           respect to the election or removal of directors or
                           other actual or threatened solicitation of proxies or
                           consents by or on behalf of a Person other than
                           either Transocean or the Board;

                  (iii)    Consummation of a reorganization, merger, conversion
                           or consolidation or sale or other disposition of all
                           or substantially all of the assets of RBF (a
                           "Business Combination"), in each case, unless,
                           following such Business Combination, (A) all or
                           substantially all of the individuals and entities who
                           were the beneficial owners, respectively, of the
                           Outstanding RBF Voting Securities immediately prior
                           to such Business Combination beneficially own,
                           directly or indirectly, more than fifty percent (50%)
                           of the then outstanding combined voting power of the
                           then outstanding voting securities entitled to vote
                           generally in the election of directors of the
                           corporation or other entity resulting from such
                           Business Combination (including, without limitation,
                           a corporation or other entity which as a result of
                           such transaction owns RBF or all or substantially all
                           of RBF's assets either directly or through one or
                           more subsidiaries) in substantially the same
                           proportions as their ownership, immediately prior to
                           such Business Combination of the Outstanding RBF
                           Voting Securities, (B) no Person (excluding
                           Transocean and any corporation or other entity
                           resulting from such Business Combination or any
                           employee benefit plan (or related trust) of RBF or
                           such corporation or other entity resulting from such
                           Business Combination) beneficially owns, directly or
                           indirectly, twenty percent (20%) or more of the
                           combined voting power of the then outstanding voting
                           securities of the corporation or other entity
                           resulting from such Business Combination except to
                           the extent that such ownership existed prior to the
                           Business Combination and (C) at least a majority of
                           the members of the board of directors of the
                           corporation or other entity



                                      -15-
<PAGE>

                           resulting from such Business Combination were members
                           of the Incumbent Board at the time of the execution
                           of the initial agreement, or of the action of the
                           Board, providing for such Business Combination;

                  (iv)     Approval by the shareholders of RBF of a complete
                           liquidation or dissolution of RBF other than in
                           connection with the transfer of all or substantially
                           all of the assets of RBF to Transocean or to an
                           affiliate or a subsidiary of RBF and in connection
                           with such transfer the Executive is offered the
                           opportunity to continue his employment on
                           substantially the same terms as provided in this
                           Agreement including, without limitation, the Change
                           in Control provisions of this Section 4; or

                  (v)      A "Change of Control" of Transocean, as defined in
                           Section 6.10 of the Long-Term Incentive Plan of
                           Transocean, as amended and restated as of January 1,
                           2000, which occurs while Transocean owns 50% or more
                           of the Outstanding RBF Voting Securities.

                  Notwithstanding the foregoing, no Business Combination between
                  Transocean and RBF and its subsidiaries or between RBF and its
                  own subsidiaries shall constitute a Change in Control under
                  Section 4(c) of this Agreement.

5.       Certain Additional Payments.

         (a)      Anything in this Agreement to the contrary notwithstanding and
                  except as set forth below, in the event it shall be determined
                  that any payment or distribution by the Company, RBF or any of
                  its affiliates, to or for the benefit of the Executive
                  (whether paid or payable or distributed or distributable
                  pursuant to the terms of this Agreement or otherwise, but
                  determined without regard to any additional payments required
                  under this Section 5) (a "Payment") would be subject to the
                  excise tax imposed by Code Section 4999 or any interest or
                  penalties are incurred by the Executive with respect to such
                  excise tax (such excise tax, together with any such interest
                  and penalties, are hereinafter collectively referred to as the
                  "Excise Tax"), then the Executive shall be entitled to receive
                  an additional payment (a "Gross-Up Payment") in an amount such
                  that after payment by the Executive of all taxes (including
                  any interest or penalties imposed with respect to such taxes),
                  including, without limitation, any income taxes (and any
                  interest and penalties imposed with respect thereto) and
                  Excise Tax imposed upon the Gross-Up Payment, the Executive
                  retains an amount of the Gross-Up Payment equal to the Excise
                  Tax imposed upon the Payments. Notwithstanding the foregoing
                  provisions of this Section 5(a), if it shall be determined
                  that the Executive is entitled to a Gross-Up Payment, but that
                  the Payments do not exceed one hundred and ten percent (110%)
                  of the greatest amount (the "Reduced Amount") that could be
                  paid to the Executive such that the receipt of Payments would
                  not give rise to any Excise Tax, then no Gross-Up Payment
                  shall be made to the Executive and the Payments, in the
                  aggregate, shall be reduced to the Reduced Amount.



                                      -16-
<PAGE>

         (b)      Subject to the provisions of Section 5(c), all determinations
                  required to be made under this Section 5, including whether
                  and when a Gross-Up Payment is required and the amount of such
                  Gross-Up Payment, and the assumptions to be utilized in
                  arriving at such determination, shall be made by Ernst &
                  Young, L.L.P. or such other certified public accounting firm
                  as may be designated by the Executive (the "Accounting Firm")
                  which shall provide detailed supporting calculations to RBF,
                  the Company and the Executive within fifteen (15) business
                  days of the receipt of notice from the Executive that there
                  has been a Payment, or such earlier time as is requested by
                  RBF or the Company. All fees and expenses of the Accounting
                  Firm shall be borne solely by the Company. Any Gross-Up
                  Payment, as determined pursuant to this Section 5, shall be
                  paid by the Company to the Executive within five (5) days of
                  the receipt of the Accounting Firm's determination. Any
                  determination by the Accounting Firm shall be binding upon
                  RBF, the Company and the Executive. As a result of the
                  uncertainty in the application of Code Section 4999 at the
                  time of the initial determination by the Accounting Firm
                  hereunder, it is possible that Gross-Up Payments which will
                  not have been made by the Company should have been made
                  ("Underpayment") consistent with the calculations required to
                  be made hereunder. In the event that RBF or the Company
                  exhausts its remedies pursuant to Section 5(c) and the
                  Executive thereafter is required to make a payment of any
                  Excise Tax, the Accounting Firm shall determine the amount of
                  the Underpayment that has occurred and any such Underpayment
                  shall be promptly paid by the Company to or for the benefit of
                  the Executive.

         (c)      The Executive shall notify RBF and the Company in writing of
                  any claim by the Internal Revenue Service that, if successful,
                  would require the payment by the Company of the Gross-Up
                  Payment. Such notification shall be given as soon as
                  practicable but no later than ten (10) business days after the
                  Executive is informed in writing of such claim and shall
                  apprise RBF and the Company of the nature of such claim and
                  the date on which such claim is requested to be paid. The
                  Executive shall not pay such claim prior to the expiration of
                  the thirty (30)-day period following the date on which it
                  gives such notice to RBF and the Company (or such shorter
                  period ending on the date that any payment of taxes with
                  respect to such claim is due). If RBF or the Company notifies
                  the Executive in writing prior to the expiration of such
                  period that it desires to contest such claim, the Executive
                  shall:

                  (i)      Give RBF and the Company any information reasonably
                           requested by RBF and the Company relating to such
                           claim;

                  (ii)     Take such action in connection with contesting such
                           claim as RBF or the Company shall reasonably request
                           in writing from time to time, including, without
                           limitation, accepting legal representation with
                           respect to such claim by an attorney reasonably
                           selected by RBF or the Company;



                                      -17-
<PAGE>

                  (iii)    Cooperate with RBF and the Company in good faith in
                           order effectively to contest such claim; and

                  (iv)     Permit RBF and the Company to participate in any
                           proceedings relating to such claim;

                  provided, however, that the Company shall bear and pay
                  directly all costs and expenses (including additional interest
                  and penalties) incurred in connection with such contest and
                  shall indemnify and hold the Executive harmless, on an
                  after-tax basis, for any Excise Tax or income tax (including
                  interest and penalties with respect thereto) imposed as a
                  result of such representation and payment of costs and
                  expenses. Without limitation on the foregoing provisions of
                  this Section 5(c), RBF and the Company shall control all
                  proceedings taken in connection with such contest and, at its
                  sole option, may pursue or forgo any and all administrative
                  appeals, proceedings, hearings and conferences with the taxing
                  authority in respect of such claim and may, at its sole
                  option, either direct the Executive to pay the tax claimed and
                  sue for a refund or contest the claim in any permissible
                  manner, and the Executive agrees to prosecute such contest to
                  a determination before any administrative tribunal, in a court
                  of initial jurisdiction and in one or more appellate courts,
                  as RBF or the Company shall determine; provided, however, that
                  if RBF or the Company directs the Executive to pay such claim
                  and sue for a refund, the Company shall advance the amount of
                  such payment to the Executive, on an interest-free basis and
                  shall indemnify and hold the Executive harmless, on an
                  after-tax basis, from any Excise Tax or income tax (including
                  interest or penalties with respect thereto) imposed with
                  respect to such advance or with respect to any imputed income
                  with respect to such advance; and further provided that any
                  extension of the statute of limitations relating to payment of
                  taxes for the taxable year of the Executive with respect to
                  which such contested amount is claimed to be due is limited
                  solely to such contested amount. Furthermore, RBF's and the
                  Company's control of the contest shall be limited to issues
                  with respect to which a Gross-Up Payment would be payable
                  hereunder and the Executive shall be entitled to settle or
                  contest, as the case may be, any other issue raised by the
                  Internal Revenue Service or any other taxing authority.

         (d)      If, after the receipt by the Executive of an amount advanced
                  by the Company pursuant to Section 5(c), the Executive becomes
                  entitled to receive any refund with respect to such claim, the
                  Executive shall (subject to RBF's or the Company's complying
                  with the requirements of Section 5(c)) promptly pay to the
                  Company the amount of such refund (together with any interest
                  paid or credited thereon after taxes applicable thereto). If,
                  after the receipt by the Executive of an amount advanced by
                  the Company pursuant to Section 5(c), a determination is made
                  that the Executive shall not be entitled to any refund with
                  respect to such claim and RBF or the Company does not notify
                  the Executive in writing of its intent to contest such denial
                  of refund prior to the expiration of thirty (30) days after
                  such determination, then such advance shall be forgiven and
                  shall not be



                                      -18-
<PAGE>

                  required to be repaid and the amount of such advance shall
                  offset, to the extent thereof, the amount of Gross-Up Payment
                  required to be paid.

6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any plan, program, policy
or practice provided by RBF or the Company and for which the Executive may
qualify, nor, subject to Section 12(h), shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company, RBF or any of RBF's affiliates. Amounts that are vested
benefits or that the Executive is otherwise entitled to receive under any plan,
policy, practice or program of, or any contract or agreement with the Company,
RBF or any of RBF's affiliates at or subsequent to the Date of Termination shall
be payable in accordance with such plan, policy, practice or program, or
contract or agreement except as explicitly modified by this Agreement.

7. Noncompetition.

         (a)      The Executive shall not for a period (the "Restricted Period")
                  of (i) one (1) year after the Date of Termination for a
                  termination of employment described in Section 3 of this
                  Agreement or (ii) eighteen (18) months after the Date of
                  Termination for a Qualifying Termination that occurs within
                  the eighteen (18)-month period immediately following a Change
                  in Control, engage in Competition with the Company, RBF, or
                  any of RBF's affiliates. For purposes of this Section 7,
                  "Competition" shall mean the Executive's engaging in or
                  otherwise being a director, officer, employee, principal,
                  agent, shareholder, member, investor, consultant, associate,
                  owner or partner of, or permitting his name to be used in
                  connection with the activities of any business or organization
                  that is primarily engaged in the offshore or inland marine
                  contract drilling industry in direct competition with the
                  Company, RBF or any of RBF's affiliates, but shall not
                  preclude the Executive's becoming the registered or beneficial
                  owner of up to two percent (2%) of any class of capital stock
                  of any such corporation which is registered under the
                  Securities Exchange Act of 1934, as amended, provided the
                  Executive does not actively participate in the business of
                  such corporation until the end of the Restricted Period.

         (b)      The Executive acknowledges that he will derive significant
                  value from RBF's and the Company's agreement in Section 9 to
                  provide the Executive with that confidential information to
                  enable the Executive to optimize the performance of the
                  Executive's duties to RBF. The Executive further acknowledges
                  that his fulfillment of the obligations contained in this
                  Agreement, including, but not limited to, the Executive's
                  obligation neither to disclose nor to use RBF's and the
                  Company's confidential information other than for RBF's and
                  the Company's exclusive benefit and the Executive's obligation
                  not to compete contained in clause (a) above, is necessary to
                  protect RBF's and the Company's confidential information and,
                  consequently, to preserve the value and goodwill of RBF and
                  the Company. The Executive further understands that the
                  foregoing restrictions may limit his ability to engage in
                  certain businesses anywhere in the world during the



                                      -19-
<PAGE>

                  period provided for in clause (a), but acknowledges that the
                  Executive will receive sufficiently high remuneration and
                  other benefits under this Agreement to justify such
                  restrictions. The Executive acknowledges the time, geographic
                  and scope limitations of the Executive's obligations under
                  clause (a) above are reasonable, especially in light of RBF's
                  and the Company's desire to protect its confidential
                  information, and that the Executive will not be precluded from
                  gainful employment if the Executive is obligated not to
                  compete with RBF, any of RBF's affiliates and the Company
                  during the period as described above.

                  It is expressly understood and agreed that RBF, the Company
                  and the Executive consider the restrictions contained in this
                  Section 7 to be reasonable and necessary to protect the
                  proprietary information of RBF and the Company. Nevertheless,
                  if any of the aforesaid restrictions are found by a court
                  having jurisdiction to be unreasonable, or overly broad as to
                  geographic area or time, or otherwise unenforceable, the
                  parties intend for the restrictions therein set forth to be
                  modified by such court so as to be reasonable and enforceable
                  and, as so modified by the court, to be fully enforced.

8. Nonsolicitation. The Executive shall not for a period of (i) one (1) year
after the Date of Termination for a termination of employment described in
Section 3 of this Agreement or (ii) eighteen (18) months after the Date of
Termination for a Qualifying Termination that occurs within the eighteen
(18)-month period immediately following a Change in Control solicit for
employment or employ any employee of the Company, RBF or any of RBF's
affiliates.

9. Confidential Information. The Executive shall hold in a fiduciary capacity
for the benefit of the Company, RBF and RBF's affiliates, all secret or
confidential information, knowledge or data relating to the Company, RBF or any
of RBF's affiliates, and their respective businesses, which shall have been
obtained by the Executive during the Executive's employment by the Company, RBF
or any of RBF's affiliates and which shall not be or become public knowledge
(other than by acts by the Executive or representatives of the Executive in
violation of this Agreement). After termination of the Executive's employment
with RBF and the Company, the Executive shall not, without the prior written
consent of RBF and the Company or as may otherwise be required by law or legal
process, communicate or divulge any such information, knowledge or data to
anyone other than RBF, the Company and those designated by them. The parties
hereto agree and acknowledge that, as of the Effective Date, RBF and the Company
have provided the Executive with secret or confidential information, knowledge
or data described in this Section 9, and that RBF and the Company will continue
to provide such information, knowledge or data during the Employment Period.

10. Enforcement and Remedies.

         (a)      The Executive acknowledges that money damages would not be
                  sufficient remedy for any breach of Sections 7, 8 and 9 by the
                  Executive, and that RBF and the Company shall be entitled to
                  enforce the provisions of such Sections 7, 8, and 9 by
                  terminating any payments then owing to the Executive under
                  this Agreement and/or to specific performance and injunctive
                  relief as remedies for such breach or



                                      -20-
<PAGE>

                  any threatened breach. Such remedies shall not be deemed the
                  exclusive remedies for a breach of Sections 7, 8 and 9, but
                  shall be in addition to all remedies available at law or in
                  equity to RBF and the Company, including without limitation,
                  the recovery of damages from the Executive and the Executive's
                  agents involved in such breach and remedies available to RBF
                  and the Company pursuant to this and other agreements with the
                  Executive.

         (b)      Any controversy or claim arising out of or relating to this
                  Agreement or breach of this Agreement, other than claims
                  entitling the claimant to injunctive relief or claims or
                  disputes arising from a violation or alleged violation by the
                  Executive of the provisions of Sections 7, 8, or 9 shall be
                  settled exclusively by final and binding arbitration in
                  Houston, Texas, in accordance with the Employment Arbitration
                  Rules of the American Arbitration Association (the "AAA"), and
                  judgment on the award rendered by the arbitrator may be
                  entered in any court having jurisdiction. The arbitrator shall
                  be selected by mutual agreement of the parties, if possible.
                  If the parties fail to reach agreement upon appointment of an
                  arbitrator within thirty (30) days following receipt by one
                  party of the other party's notice of desire to arbitrate, the
                  arbitrator shall be selected from a panel or panels of persons
                  submitted by the AAA. The selection process shall be that
                  which is set forth in the AAA Employment Arbitration Rules
                  then prevailing, except that, if the parties fail to select an
                  arbitrator from one or more panels, the AAA shall not have the
                  power to make an appointment but shall continue to submit
                  additional panels until an arbitrator has been selected. The
                  costs of the arbitrator shall be borne by both parties
                  equally. Notwithstanding the foregoing, the arbitrator may
                  require attorney expenses to be paid by the nonprevailing
                  party. Either party may appeal the arbitration award and
                  judgment thereon and, in actions seeking to vacate an award,
                  the standard of review to be applied to the arbitrator's
                  findings of fact and conclusions of law will be the same as
                  that applied by an appellate court reviewing a decision of a
                  trial court sitting without a jury. This agreement to
                  arbitrate shall not preclude the parties from engaging in
                  voluntary, non-binding settlement efforts including mediation.

         (c)      The Company's obligation to make the payments provided for in
                  this Agreement and otherwise to perform its obligations
                  hereunder shall not be affected by any set-off, counterclaim,
                  recoupment, defense or other claim, right or action which the
                  Company or its affiliated companies may have against the
                  Executive or others. In no event shall the Executive be
                  obligated to seek other employment or take any other action by
                  way of mitigation of the amounts payable to the Executive
                  under any of the provisions of this Agreement and such amounts
                  shall not be reduced whether or not the Executive obtains
                  other employment. With respect to claims which arise from and
                  after the date of a Change in Control, the Company agrees to
                  pay as incurred, to the full extent permitted by law, all
                  legal fees and expenses which the Executive may reasonably
                  incur as a result of any contest (regardless of the outcome
                  thereof) by the Company, the Executive or others of the
                  validity or enforceability of, or liability under this
                  Agreement (including, but not limited to, as a result of any
                  contest by the Executive about the amount of any payment



                                      -21-
<PAGE>

                  pursuant to Section 4 or 5 of this Agreement), plus in each
                  case interest on any delayed payment at the applicable Federal
                  short-term rate provided for in Section 7872(f)(2)(A) of the
                  Code.

11. Successors.

         (a)      This Agreement is assignable by RBF and the Company, without
                  the consent of the Executive, to any affiliate of Transocean
                  Inc. in the event that RBF determines to conduct its
                  shallow-water or inland barge business in or through an entity
                  other than RBF.

         (b)      This Agreement is personal to the Executive and without the
                  prior written consent of RBF or the Company shall not be
                  assignable by the Executive otherwise than by will or the laws
                  of descent and distribution. This Agreement shall inure to the
                  benefit of and be enforceable by the Executive's legal
                  representatives.

         (c)      This Agreement shall inure to the benefit of and be binding
                  upon RBF and the Company and its respective successors and
                  assigns.

         (d)      As used in this Agreement, "Company" shall mean the Company as
                  hereinbefore defined and any respective successor to its
                  business and/or assets as aforesaid which assumes and agrees
                  to perform this Agreement by operation of law, or otherwise.

12. MisceLlaneous.

         (a)      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
                  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT
                  REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. The captions of
                  this Agreement are not part of the provisions hereof and shall
                  have no force or effect. This Agreement may not be amended or
                  modified otherwise than by a written agreement executed by the
                  parties hereto or their respective successors and legal
                  representatives.

         (b)      All notices and other communications hereunder shall be in
                  writing and shall be given by hand delivery to the other party
                  or by registered or certified mail, return receipt requested,
                  postage prepaid, addressed as follows:

                           If to RBF:

                           R&B Falcon Corporation
                           4 Greenway Plaza
                           Houston, Texas 77046
                           Attention: General Counsel



                                      -22-
<PAGE>

                           If to the Company:

                           R&B Falcon Management Services, Inc.
                           4 Greenway Plaza
                           Houston, Texas 77046
                           Attention: General Counsel

                           If to the Executive:

                           Jan Rask
                           5 Wexford Court
                           Houston, Texas 77024

                  or to such other address as either party shall have furnished
                  to the other in writing in accordance herewith. Notice and
                  communications shall be effective when actually received by
                  the addressee.

         (c)      The Executive hereby represents and warrants that the
                  execution and performance of this Agreement is not in
                  violation of any existing agreement to which he is a party.

         (d)      RBF hereby absolutely, irrevocably and unconditionally
                  guarantees the full payment and performance of all obligations
                  of the Company under this Agreement as the same may be
                  hereafter amended from time to time by RBF, the Company, and
                  the Executive. RBF's guarantee and undertakings hereunder
                  shall continue in force until all of the Company's obligations
                  under this Agreement and all of RBF's obligations have been
                  duly performed.

         (e)      The invalidity or unenforceability of any provision of this
                  Agreement shall not affect the validity or enforceability of
                  any other provision of this Agreement.

         (f)      RBF and the Company may withhold from any amounts payable
                  under this Agreement such Federal, state, local or foreign
                  taxes as shall be required to be withheld pursuant to any
                  applicable law or regulation.

         (g)      The Executive's, RBF's or the Company's failure to insist upon
                  strict compliance with any provision of this Agreement or the
                  failure to assert any right the Executive, RBF or the Company
                  may have hereunder, shall not be deemed to be a waiver of such
                  provision or right or any other provision or right of this
                  Agreement.

         (h)      The Executive, RBF and the Company acknowledge that this
                  Agreement supersedes any prior agreements or understandings,
                  oral or written, between the Executive, RBF and the Company,
                  with respect to the subject matter hereof and constitutes the
                  entire agreement of the parties with respect thereto.



                                      -23-
<PAGE>

         (i)      This Agreement shall not be varied, altered, modified,
                  canceled, changed or in any way amended except by mutual
                  agreement of the parties in a written instrument executed by
                  the parties hereto or their legal representatives.





                                      -24-
<PAGE>

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and RBF and the Company have caused these presents to be executed in its name on
its behalf, all as of this 15th day of July, 2002, but effective as of the
Effective Date.


                                            /s/ Jan Rask
                                            ------------------------------------
                                            Jan Rask


                                            R&B FALCON CORPORATION



                                            By: /s/ Eric Brown
                                               ---------------------------------
                                                Eric Brown
                                                Vice President



                                            R&B FALCON MANAGEMENT SERVICES, INC.



                                            By: /s/ Greg Cauthen
                                               ---------------------------------
                                                Greg Cauthen
                                                Vice President


                                      -25-