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                                                                    EXHIBIT 10.8


                              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 T. Scott O'Keefe
(the "Executive"), dated this 19th day of July, 2002, but effective as of July
18, 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 Financial Officer and Senior Vice 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
second 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 Financial Officer and Senior
                  Vice 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



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                  Company and RBF and, to the extent necessary to discharge the
                  responsibilities assigned to the 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 Financial
                  Officer and Senior Vice 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 two hundred
                           sixty thousand dollars ($260,000), 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 the Employment Period,
                           the Annual Target Bonus shall be no less than fifty
                           percent (50%) 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
                           .35 percent (0.35%) of the aggregate number of the
                           then outstanding shares of Common Stock of all
                           classes; provided that notwithstanding such
                           percentage, the number of shares subject to the
                           options shall be no less than 150,000 nor more than
                           250,000 and provided further 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?%) 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


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                           Inc.), (C) amending the Charter, Bylaws and other
                           governing documents to provide for, among other
                           things, protections for Transocean Inc. and 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)     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.

                  (v)      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.

                  (vi)     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.

                  (vii)    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.

                  (viii)   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.

                  (ix)     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 four (4) weeks of paid vacation each twelve
                           (12)-month period.


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

                  (xi)     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") an IPO does not
                           occur (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 only receive a lump sum cash payment
                           in the amount of $500,000, unless a Qualifying
                           Termination occurs and the Executive is entitled to
                           Severance Benefits under Section 4(a) in which event
                           Section 4 will control in lieu of this Section
                           3(a)(ii).

         (b)      Death or Disability.

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


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                           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. 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 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;

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                           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 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



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                           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 the IPO Date, a cash
                           payment equal to $500,000, (D) immediate vesting of
                           any IPO Option and continued exercisability of such
                           IPO Option through the full term of the option, and
                           (E) 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.



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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 two and one-half (2.5) 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 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 two and one-half (2.5) 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 two and one-half
                           (2.5) 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; and

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

         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:


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                  (i)      The removal of the Executive from the position of
                           Chief Financial Officer and Senior Vice 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

                  (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,


                                      -10-

<PAGE>

                           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 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


                                      -11-
<PAGE>


                           (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 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


                                      -12-
<PAGE>


                  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.

         (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;

                                      -13-
<PAGE>

                  (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;

                  (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


                                      -14-
<PAGE>

                  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 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) six (6) months after the Date of Termination for a
                  termination of employment described in Section 3 of this
                  Agreement or (ii) twelve (12) 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


                                      -15-
<PAGE>

                  Company. The Executive further understands that the foregoing
                  restrictions may limit his ability to engage in certain
                  businesses anywhere in the world during the 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


                                      -16-
<PAGE>

                  and/or to specific performance and injunctive relief as
                  remedies for such breach or 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


                                      -17-
<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



                                      -18-
<PAGE>

                           If to the Company:

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

                           If to the Executive:

                           T. Scott O'Keefe
                           14350 Carolcrest
                           Houston, Texas  77079

                  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.


                                      -19-
<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.


                                      -20-
<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 19th day of July, 2002, but effective as of the
Effective Date.



                                        /s/ T. Scott O'Keefe
                                        ---------------------------------------
                                        T. Scott O'Keefe


                                        R&B FALCON CORPORATION



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



                                        R&B FALCON MANAGEMENT SERVICES, INC.



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



                                      -21-