Unassociated Document


    
      

    

    Exhibit
      10.3

    


    Appendix
      A

    to
      Award Letter

    Granted
      July 21, 2007 (the "Grant Date")

    


    Terms
      and Conditions of

    Deferred
      Unit Award

    


    The
      deferred units (“Deferred Units”) granted to you on the Grant Date by the plan
      sponsor Transocean Inc. (the “Company”) representing a specified number of the
      ordinary shares, par value $0.01 per share, (“Ordinary Shares”) of the Company
      are subject to the terms and conditions set forth in the Transocean Inc.
      Long-Term Incentive Plan (the “Plan”), any rules and regulations adopted by the
      Executive Compensation Committee of the Board of Directors (the “Committee”),
      any additional terms and conditions set forth in this Appendix A which forms
      a
      part of the attached award letter to you (“Award Letter”) and the enclosed
      Prospectus for the Plan.  Any terms used in this Appendix and not
      defined in the Award Letter have the meanings set forth in the
      Plan.  In the event there is an inconsistency between the terms of the
      Plan and the Award Letter, the terms of the Plan will control.

    


    
      	
              1.

            	
              Vesting
                and Deferred Units

            


    

    


    
      	
               

            	
              (a)

            	
              Unless
                vested on an earlier date as provided in this Appendix A, the Deferred
                Units granted pursuant to your Award Letter will vest in installments
                as
                set forth in the Vesting Schedule in your Award
                Letter.

            


    

    


    
      	
               

            	
              (b)

            	
              In
                certain circumstances described in paragraphs 4 and 6 below, your
                Deferred
                Units may vest before these dates.  In addition, the Committee
                may accelerate the vesting of all or a portion of your Deferred Units
                at
                any time in its discretion.

            


    

    


    
      	
               

            	
              (c)

            	
              You
                do not need to pay any purchase price for the Deferred
                Units.

            


    

    


    
      	
              2.

            	
              Restrictions
                on the Deferred Units

            


    

    


    Until
      and
      unless you vest in your Deferred Units and receive a distribution of Ordinary
      Shares, you may not attempt to sell, transfer, assign or pledge them. Until
      the
      date on which you receive a distribution of the Ordinary Shares in respect
      of
      any vested Deferred Units awarded hereunder, your award of Deferred Units will
      be evidenced by credit to a book entry account.  You are required to
      open a brokerage account with Charles Schwab & Co., Inc. (“Schwab”), or such
      other broker as the Company reserves the right to designate, prior to taking
      possession of any vested shares.  Failure to open and maintain such
      account and / or  to follow instructions of the Company in this regard
      can result in the forfeiture of the Deferred Units.  When Deferred
      Units vest, the net shares (total Ordinary Shares distributable in respect
      of
      vested Deferred Units minus any Ordinary Shares retained by the Company in
      accordance with the policies and requirements described in Section 7), will
      be
      delivered in street name to your Schwab brokerage account (or, in the event
      of
      your death, to a Schwab brokerage account in the name of your beneficiary under
      the Plan) or, at the Company’s option, a certificate for such shares will be
      delivered to you.  Any Ordinary Shares distributed to you in respect
      of vested Deferred Units will be registered in your name and will not be subject
      to any restrictions.  There will be some delay between the date of
      vesting and the date your shares become available to you due to administrative
      reasons.


    
      
        
        

         

      

      
        -1-

        
          

        

      

      
         

      

    


    
      	
              3.

            	
              Dividends,
                Cash Consideration and
                Voting

            


    

    


    
      	
               

            	
              (a)

            	
              Unvested
                Deferred Units. In the event that dividends are paid with respect
                to Ordinary Shares, you will be entitled to receive a cash payment
                equal
                to the amount of the dividend paid per Ordinary Share as of such
                dividend
                payment date multiplied by the number of unvested Deferred Units
                credited
                to your account immediately prior to such dividend payment date (the
                “Dividend Equivalent”).  All Dividend Equivalents (if any)
                payable with respect to your unvested Deferred Units will be paid
                directly
                to you approximately at the same time dividends are paid with respect
                to
                all other Ordinary Shares of the Company and shall be subject to
                all
                applicable withholding taxes.  For any non-cash dividends, the
                Committee may determine in its sole discretion the cash value to
                be so
                paid to you in respect of such Deferred
                Units.

            


    

    


    
      	
               

            	
              (b)

            	
              Vested
                Deferred Units.  In the event that dividends are paid
                with respect to Ordinary Shares, an amount equal to that dividend
                will be
                paid to you in respect of any vested Deferred Units for which Ordinary
                Shares have not yet
                been distributed.

            


    

    


    
      	
               

            	
              (c)

            	
              Cash
                Consideration. In the event that Ordinary Shares are exchanged or
                reclassified by the Company resulting in cash consideration paid
                for such
                Ordinary Shares, you will be entitled to receive a cash payment equal
                to
                the amount of cash consideration corresponding to the number of unvested
                Deferred Units (including vested Deferred Units not yet distributed
                to
                you) credited to your account.

            


    

    


    
      	
               

            	
              (d)

            	
              Voting
                Ordinary Shares. You will have the right to vote your Ordinary
                Shares that have become distributable in respect of
                any vested Deferred Units.  There are no voting rights
                associated with Deferred Units.

            


    

    


    
      	
               

            	
              (e)

            	
              No
                Other Rights.  You shall have no other dividend
                equivalent, dividend or voting rights with respect to any Deferred
                Unit.

            


    

    


    
      	
              4.

            	
              Termination
                of Employment

            


    

    


    
      	
               

            	
              (a)

            	
              General.   The
                following rules apply to the vesting of your Deferred Units in the
                event
                of your death, disability, or other termination of
                employment.

            


    

    


    
      	
            	
              (i)

            	
              Death
                or Disability.If
                your employment is terminated by reason of death or disability (as
                determined by the Committee), all of your Deferred Units will vest
                on your
                date of termination.

            


    

    


    
      	
               

            	
              (ii)

            	
              Convenience
                of the Company.    If the Company terminates
                your employment for the convenience of the Company (as determined
                by the
                Committee) all of your Deferred Units will vest on your date of
                termination.

            


    


    
      
        
        

         

      

      
        -2-

        
          

        

      

      
         

      

    


    
      	
               

            	
              (iii)

            	
              Other
                Termination of Employment.    If your
                employment terminates for any reason other than death, disability
                or
                termination for the convenience of the Company (as those terms are
                used
                above), any of your Deferred Units which have not vested prior to
                your
                termination of employment will be
                forfeited.

            


    

    


    
      	
            	
              (iv)

            	
              Adjustments
                by the Committee.The
                Committee may, in its sole discretion exercised before or after your
                termination of employment, accelerate the vesting of all or any portion
                of
                your Deferred Units.

            


    

    


    
      	
               

            	
              (b)

            	
              Committee
                Determinations.    The Committee shall have
                absolute discretion to determine the date and circumstances of termination
                of your employment, including without limitation whether as a result
                of
                death, disability, convenience of the Company or any other reason,
                and its
                determination shall be final, conclusive and binding upon
                you.

            


    

    


    
      	
              5.

            	
              Beneficiary

            


    

    


    You
      may
      designate a beneficiary to receive any portion of the Deferred Units that become
      due to you after your death, and you may change your beneficiary from time
      to
      time.  Beneficiary designations must be duly executed using the proper
      form designated by the Headquarters Human Resources Department and timely filed
      with the Administrator of the Long-Term Incentive Plan in that
      department.  If you fail to designate a beneficiary, Deferred Units
      due to you under the Plan will be paid to the executor or administrator of
      your
      estate in the event of your death.

    


    
      	
              6.

            	
              Change
                of Control

            


    

    


    All
      of
      your Deferred Units will vest immediately upon a qualifying Change of Control
      of
      the Company if you are employed by the Company on such date.

    


    
      	
              7.

            	
              Income
                Tax Withholding

            


    

    


    
      	
               

            	
              (a)

            	
              You
                should consult the Long-Term Incentive Plan Prospectus for a general
                summary of the U.S. federal income tax consequences to you from the
                grant
                and/or vesting of Deferred Units based on currently applicable provisions
                of the Code and related regulations. The summary does not discuss
                state
                and local tax laws or the laws of any other jurisdiction, which may
                differ
                from U.S. federal tax law. For these reasons, you are urged to consult
                your own tax advisor regarding the application of the tax laws to
                your
                particular situation.

            


    

    


    
      	
               

            	
              (b)

            	
              You
                must make arrangements satisfactory to the Company to satisfy any
                applicable U.S. federal, state or local withholding tax liability
                arising
                from the vesting of the Deferred Units. You can either make a cash
                payment
                to Schwab of the required amount or you can elect to satisfy your
                withholding obligation by having Schwab retain Ordinary Shares having
                a
                value approximately equal to the amount of your withholding obligation
                from the Ordinary Shares otherwise deliverable to you upon the vesting
                of
                your Deferred Units. You may not elect for such withholding to be
                greater
                than the minimum
                statutory withholding tax liability arising from the vesting of the
                Deferred Units.  If
                you fail to satisfy your withholding obligation in a time and manner
                satisfactory to the Company, the Company shall have the right to
                withhold
                the required amount from your salary or other amounts payable to
                you.
                Further, any Dividend Equivalents paid to you in respect of unvested
                Deferred Units
                pursuant to Section 4 above
                will be subject to federal, state and local tax withholding, as
                appropriate, as additional
                compensation.

            


    


    
      
        
        

         

      

      
        -3-

        
          

        

      

      
         

      

    


    
      	
               

            	
              (c)

            	
              In
                addition, you must make arrangements satisfactory to the Company
                to
                satisfy any applicable withholding tax liability imposed under the
                laws of
                any other jurisdiction arising from your Deferred Units. You
                may not elect to have Schwab withhold Ordinary Shares having a value
                in
                excess of the minimum statutory withholding tax liability. If you
                fail to satisfy such withholding obligation in a time and manner
                satisfactory to the Company, the Company shall have the right to
                withhold
                the required amount from your salary or other amounts payable to
                you.

            


    

    


    
      	
               

            	
              (d)

            	
              In
                addition to the previous withholding requirements, any award under
                the
                Plan is also subject to all applicable withholding policies of the
                Company
                as may be in effect from time to time, at the sole discretion of
                the
                Company. Without limiting the generality of the foregoing, the Company
                expressly has the right to withhold or cause to be withheld (whether
                upon
                award determination, grant, vesting, exercise of rights or otherwise)
                any
                portion of an award (including without limitation any portion of
                the
                proceeds of an exercise of any award rights such as, if applicable,
                a
                stock option, or any portion of any securities issuable in connection
                with
                any award such as, if applicable, the issuance of Ordinary Shares
                for
                Deferred Units) pursuant to any tax equalization or other plan or
                policy,
                as any such policies or plans may be in effect from time to time,
                irrespective of whether such withholding correlates to the applicable
                tax
                withholding requirement with respect to your award. Awards are further
                subject to any tax and other reporting requirement that may be applicable
                in any pertinent jurisdiction including any obligation to report
                awards
                (whether related to the granting or vesting thereof or exercise of
                rights
                thereunder) to any taxing authority or other pertinent third
                party.

            


    

    


    
      	
              8.

            	
              Restrictions
                on Resale

            


    

    


    Other
      than the restrictions referenced in paragraph 2, there are no restrictions
      imposed by the Plan on the resale of Ordinary Shares acquired under the
      Plan.  However, under the provisions of the Securities Act of 1933
      (the “Securities Act”) and the rules and regulations of the Securities and
      Exchange Commission (the “SEC”), resales of shares acquired under the Plan by
      certain officers and directors of the Company who may be deemed to be
“affiliates” of the Company must be made pursuant to an appropriate effective
      registration statement filed with the SEC, pursuant to the provisions of Rule
      144 issued under the Securities Act, or pursuant to another exemption from
      registration provided in the Securities Act.  At the present time, the
      Company does not have a currently effective registration statement pursuant
      to
      which such resales may be made by affiliates.  There are no
      restrictions imposed by the SEC of shares acquired under the Plan by persons
      who
      are not affiliates of the Company.


    
      
        
        

         

      

      
        -4-

        
          

        

      

      
         

      

    


    
      	
              9.

            	
              Effect
                on Other Benefits

            


    

    


    Income
      recognized by you as a result of the grant or vesting of Deferred Units, the
      payment of any Dividend Equivalents with respect to your unvested Deferred
      Units
      or the payment of any dividends with respect to your Ordinary Shares acquired
      in
      accordance with this Appendix A, will not be included in the formula for
      calculating benefits under any of the Company’s retirement and disability plans
      or any other benefit plans.

    


    
      	
              10.

            	
              Code
                Section 409A Compliance

            


    

    


    If
      any of
      the provisions of the Award Letter or this Appendix A would result in the
      imposition of an additional tax under Section 409A of the Code and related
      regulations and Treasury pronouncements (“Section 409A”), that provision will be
      reformed to avoid imposition of the additional tax and no action taken to comply
      with Section 409A shall be deemed to impair a benefit under the Award Letter
      or
      this Appendix A.

    


    


    If
      you have any questions regarding your award or would like to obtain additional
      information about the Plan or the Committee, please contact the Company’s
support services provider at Transocean Offshore Deepwater Drilling
      Inc.,
      Director of Global Compensation & Benefits, Human Resources Department, P.
      0. Box 2765, Houston, Texas 77252. Your Award Letter and this Appendix A contain
      the formal terms and conditions of your award and accordingly should be retained
      in your files for future reference.

     

     

    -5-