LONG-TERM INCENTIVE PLAN
                                       OF
                                 TRANSOCEAN INC.

                 (As Amended and Restated Effective May 8, 2003)


                                   I.  GENERAL

1.1     PURPOSE  OF  THE  PLAN

        The  Long-Term  Incentive Plan (the "Plan") of Transocean Inc., a Cayman
Islands  exempted  company  (the  "Company"),  is  intended  to advance the best
interests  of  the  Company  and  its  subsidiaries  by  providing Directors and
employees with additional incentives through the grant of options ("Options") to
purchase ordinary shares, par value US $0.01 per share of the Company ("Ordinary
Shares"),  share  appreciation  rights  ("SARs"),  restricted  Ordinary  Shares
("Restricted  Shares")  and  cash  performance  awards  ("Cash Awards"), thereby
increasing  the  personal stake of such Directors and employees in the continued
success  and  growth  of  the  Company.

1.2     ADMINISTRATION  OF  THE  PLAN

        (a)  The  Plan  shall  be  administered  by  the  Executive Compensation
Committee  or  other  designated  committee  (the  "Committee")  of the Board of
Directors  of  the  Company (the "Board of Directors") which shall consist of at
least  two Directors, all of whom (i) are not eligible for awards under Articles
II  and III of the Plan, (ii) are "non-employee directors" within the meaning of
Rule  16b-3  under  the  Securities  Exchange Act of 1934, and (iii) are outside
directors  satisfying the requirements of Section 162(m) of the Internal Revenue
Code  of  1986, as amended, or any successor thereto ("the Code"). The Committee
shall  have  authority  to interpret conclusively the provisions of the Plan, to
adopt  such  rules  and  regulations  for  carrying  out the Plan as it may deem
advisable,  to  decide  conclusively  all  questions  of  fact  arising  in  the
application  of  the  Plan,  and  to  make all other determinations necessary or
advisable for the administration of the Plan. Notwithstanding the foregoing, the
Committee  shall  have  no  power  or  discretion to vary the amount or terms of
awards  under  Article  IV  of  the Plan, except as provided in Section 6.2. All
decisions and acts of the Committee shall be final and binding upon all affected
Plan  participants.

        (b)  The Committee shall designate the eligible employees, if any, to be
granted  awards under Articles II and III and the type and amount of such awards
and  the  time  when  awards  will be granted. All awards granted under the Plan
shall  be  on  the  terms  and  subject  to the conditions hereinafter provided.


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1.3     ELIGIBLE  PARTICIPANTS

        Employees,  including officers, of the Company and its subsidiaries, and
of partnerships or joint ventures in which the Company and its subsidiaries have
a  significant  ownership  interest  as determined by the Committee (all of such
subsidiaries,  partnerships  and  joint  ventures  being  referred  to  as
"Subsidiaries") shall be eligible for awards under Articles II, III and V of the
Plan.  Directors  who are not employees of the Company or its Subsidiaries shall
not  be  eligible  for  awards  under  Articles  II,  III  and  V.

        Each  Director  of  the Company who is not an officer or employee of the
Company  or any of its subsidiaries (an "Eligible Director") shall automatically
be  granted  awards under Article IV of the Plan. Each Eligible Director to whom
Options  or  SARs  are  granted under Article IV is hereinafter referred to as a
"Participant."

1.4     AWARDS  UNDER  THE  PLAN

        Awards  to employees under Articles II and III may be in the form of (i)
Options to purchase Ordinary Shares, (ii) Share Appreciation Rights which may be
either  freestanding or issued in tandem with Options, (iii) Restricted Ordinary
Shares, (iv) Supplemental Payments which may be awarded with respect to Options,
Share Appreciation Rights and Restricted Ordinary Shares, or (v) any combination
of  the  foregoing.  Awards  to employees under Article V will be in the form of
performance  awards  payable  in  cash.

        Awards  to  Eligible  Directors under Article IV shall be in the form of
(i)  Options  to purchase Ordinary Shares and Supplemental Payments with respect
thereto,  or  (ii)  solely in the case of Eligible Directors residing in Norway,
freestanding  SARs.

1.5     SHARES  SUBJECT  TO  THE  PLAN

        The aggregate number of Ordinary Shares which may be issued with respect
to  awards  made  under  Articles II and III shall not exceed 18,900,000 shares,
reduced by the number of shares which have been issued pursuant to such Articles
prior  to  January  31, 2001. Of such 18,900,000 shares, the aggregate number of
Restricted  Ordinary Shares which may be issued pursuant to Article III from and
after  January  31,  2001,  shall  not exceed 2,000,000 shares. In addition, the
aggregate  number  of Ordinary Shares which may be issued with respect to awards
made  under Article IV shall not exceed 600,000, reduced by the number of shares
which have been issued pursuant to such Article prior to January 31, 2001. At no
time  shall  the  number of shares issued plus the number of shares estimated by
the  Committee  to be ultimately issued with respect to outstanding awards under
the  Plan  exceed  the  number  of  shares that may be issued under the Plan. No
employee shall be granted Share Options, freestanding Share Appreciation Rights,
or Restricted Ordinary Shares, or any combination of the foregoing, with respect
to  more  than 600,000 Ordinary Shares in any fiscal year (subject to adjustment
as provided in Section 6.2). No employee shall be granted a Supplemental Payment
in  any  fiscal  year  with  respect  to more than the number of Ordinary Shares
covered  by  Share Options, freestanding Share Appreciation Rights or Restricted
Ordinary  Shares  awards  granted  to  such employee in such fiscal year. Shares
distributed  pursuant  to the Plan may consist of


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authorized  but  unissued  shares or treasury shares of the Company, as shall be
determined  from  time  to  time  by  the  Board  of  Directors.

        If  any  Option  under  the  Plan shall expire, terminate or be canceled
(including  cancellation  upon  the  holder's  exercise  of  a  related  Share
Appreciation  Right) for any reason without having been exercised in full, or if
any  Restricted  Ordinary  Shares  shall  be  forfeited  to  the  Company,  the
unexercised  Options  and  forfeited  Restricted Ordinary Shares shall not count
against  the  above  limit and shall again become available for grants under the
Plan  (regardless  of  whether  the  holder  of  such Options or shares received
dividends  or  other  economic benefits with respect to such Options or shares).
Ordinary  Shares  equal  in  number  to the shares surrendered in payment of the
option  price,  and  Ordinary  Shares  which  are  withheld  in order to satisfy
federal,  state  or local tax liability, shall not count against the above limit
and  shall  again become available for grants under the Plan. Only the number of
Ordinary  Shares  actually issued upon exercise of a Share Appreciation Right or
payment  of  a Supplemental Payment shall count against the above limit, and any
shares which were estimated to be used for such purposes and were not in fact so
used  shall  again  become  available  for  grants  under  the  Plan.

        Freestanding  Shares  Appreciation Rights which may be settled solely in
cash  shall  be  issued  with  respect  to  no more than an aggregate of 300,000
underlying  shares. Such SARs shall not count against the limits set forth above
on  the  number  of  Ordinary  Shares which may be issued under the Plan. If any
freestanding  SAR shall expire, terminate, or be canceled for any reason without
having been exercised in full, the unexercised SARs shall not count against this
limit  and  shall  again  become  available  for  grants  under  the  Plan.

1.6     OTHER  COMPENSATION  PROGRAMS

        The existence and terms of the Plan shall not limit the authority of the
Board  of  Directors  in compensating Directors and employees of the Company and
its  subsidiaries  in  such  other  forms  and  amounts,  including compensation
pursuant  to  any  other  plans  as may be currently in effect or adopted in the
future,  as  it  may  determine  from  time  to  time.

                II.  SHARE OPTIONS AND SHARE APPRECIATION RIGHTS

2.1     TERMS  AND  CONDITIONS  OF  OPTIONS

        Subject  to the following provisions, all Options granted under the Plan
to employees of the Company and its Subsidiaries shall be in such form and shall
have  such  terms  and  conditions as the Committee, in its discretion, may from
time  to  time  determine.

        (a)  Option Price. The option price per share shall not be less than the
fair market value of the Ordinary Shares (as determined by the Committee) on the
date  the Option is granted. Notwithstanding the foregoing, the option price per
share  with respect to any Option granted by the Committee within 90 days of the
closing of the initial public offering of the Company's Ordinary Shares shall be
at  the  initial  public  offering  price  for  such  Shares.


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        (b)  Term  of  Option.  The term of an Option shall not exceed ten years
from  the  date  of  grant,  except  as provided pursuant to Section 2.1(g) with
respect  to  the  death  of  an optionee. No Option shall be exercised after the
expiration  of  its  term.

        (c)  Exercise  of  Options. Options shall be exercisable at such time or
times and subject to such terms and conditions as the Committee shall specify in
the Option grant. The Committee shall have discretion to at any time declare all
or  any  portion  of  the  Options  held  by  any  optionee  to  be  immediately
exercisable.  An  Option may be exercised in accordance with its terms as to any
or  all  shares  purchasable  thereunder.

        (d)  Payment  for Shares. The Committee may authorize payment for shares
as  to  which  an  Option  is  exercised to be made in cash, Ordinary Shares, by
"cashless  exercise"  or in such other manner as the Committee in its discretion
may  provide.

        (e)  Nontransferability  of  Options.  No Option or any interest therein
shall  be  transferable  by  the  optionee  other than by will or by the laws of
descent  and  distribution.  During an optionee's lifetime, all Options shall be
exercisable  only by such optionee or by the guardian or legal representative of
the  optionee.

        (f)  Shareholder  Rights.  The  holder of an Option shall, as such, have
none  of  the  rights  of  a  shareholder.

        (g)  Termination  of  Employment. The Committee shall have discretion to
specify  in the Option grant or an amendment thereof, provisions with respect to
the  period  during  which  the Option may be exercised following the optionee's
termination  of  employment.  Notwithstanding the foregoing, the Committee shall
not  permit any Option to be exercised beyond the term of the Option established
pursuant  to  Section  2.1(b),  except  that  the  Committee  may  provide that,
notwithstanding  such Option term, an Option which is outstanding on the date of
an  optionee's death shall remain outstanding and exercisable for up to one year
after  the  optionee's  death.

        (h)  Change  of  Control.  Notwithstanding  the  exercisability schedule
governing  any Option, upon the occurrence of a Change of Control (as defined in
Section  6.10) all Options outstanding at the time of such Change of Control and
held  by  optionees  who are employees of the Company or its Subsidiaries at the
time  of such Change of Control shall become immediately exercisable and, unless
the  optionee  agrees  otherwise  in  writing,  shall remain exercisable for the
remainder  of  the  Option  term.

2.2     SHARE  APPRECIATION  RIGHTS  IN  TANDEM  WITH  OPTIONS

        (a)  The  Committee  may, either at the time of grant of an Option or at
any  time  during  the  term of the Option, grant Share Appreciation Rights with
respect  to  all or any portion of the Ordinary Shares covered by such Option. A
tandem Share Appreciation Right may be exercised at any time the Option to which
it  relates  is  then exercisable, but only to the extent the Option to which it
relates  is  exercisable,  and  shall be subject to the conditions applicable to
such  Option. When a tandem Share Appreciation Right is exercised, the Option to
which  it  relates  shall cease to be exercisable to the extent of the


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<PAGE>
number  of  shares  with respect to which the tandem Share Appreciation Right is
exercised. Similarly, when an Option is exercised, the tandem Share Appreciation
Rights  relating  to the shares covered by such Option exercise shall terminate.
Any  tandem Share Appreciation Right which is outstanding on the last day of the
term  of  the related Option (as determined pursuant to Section 2.1(b)) shall be
automatically  exercised  on  such  date  for  cash  without  any  action by the
optionee.

        (b)  Upon  exercise  of a  tandem  Share  Appreciation Right, the holder
shall  receive,  for  each  share  with  respect  to  which  the  tandem  Share
Appreciation  Right  is  exercised,  an amount (the "Appreciation") equal to the
amount by which the fair market value (as defined below) of an Ordinary Share on
the  date  of  exercise of the Share Appreciation Right exceeds the option price
per  share  of  the Option to which the tandem Share Appreciation Right relates.
For  purposes  of  the  preceding sentence, the fair market value of an Ordinary
Share  shall be the average of the high and low prices of such share as reported
on the consolidated reporting system. The Appreciation shall be payable in cash,
Ordinary  Shares,  or a combination of both, at the option of the Committee, and
shall  be  paid  within 30 days of the exercise of the tandem Share Appreciation
Right.

        (c)  Notwithstanding the foregoing, if a tandem Share Appreciation Right
is  exercised  within  60 days of the occurrence of a Change of Control, (i) the
Appreciation  and  any Supplemental Payment (as defined in Section 2.4) to which
the  holder is entitled shall be payable solely in cash, and (ii) in addition to
the  Appreciation  and  the  Supplemental  Payment  (if  any),  the holder shall
receive,  in cash, (1) the amount by which the greater of (a) the highest market
price  per  Ordinary  Share  during  the 60-day period preceding exercise of the
tandem  Share Appreciation Right or (b) the highest price per Ordinary Share (or
the  cash-equivalent thereof as determined by the Board of Directors) paid by an
acquiring person during the 60-day period preceding a Change of Control, exceeds
the fair market value of an Ordinary Share on the date of exercise of the tandem
Share  Appreciation  Right, plus (2) if the holder is entitled to a Supplemental
Payment,  an  additional  payment, calculated under the same formula as used for
calculating  such  holder's  Supplemental  Payment,  with  respect to the amount
referred  to  in  clause  (1)  of  this  sentence.

2.3     FREESTANDING  SHARE  APPRECIATION  RIGHTS

        The  Committee  may  grant  Freestanding  Share  Appreciation  Rights to
employees  of  the  Company  and  its Subsidiaries, in such form and having such
terms  and conditions as the Committee, in its discretion, may from time to time
determine,  subject  to  the  following  provisions.

        (a)  Base Price and Appreciation. Each freestanding SAR shall be granted
with  a  base  price,  which shall not be less than the fair market value of the
Ordinary Shares (as determined by the Committee) on the date the SAR is granted.
Upon  exercise  of  a freestanding SAR, the holder shall receive, for each share
with respect to which the SAR is exercised, an amount (the "Appreciation") equal
to  the  amount by which the fair market value (as defined below) of an Ordinary
Share  on the date of exercise of the SAR exceeds the base price of the SAR. For
purposes  of  the preceding sentence, the fair market value


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of  an  Ordinary  Share  shall be the average of the high and low prices of such
share  as  reported  on  the  New  York  Stock  Exchange  composite  tape.  The
Appreciation  shall  be  payable in cash and shall be paid within 30 days of the
exercise  of  the  SAR.

        (b)  Term  of  SAR.  The term of a freestanding SAR shall not exceed ten
years from the date of grant, except as provided pursuant to Section 2.3(f) with
respect  to  the  death  of  the  grantee.  No  SAR shall be exercised after the
expiration  of  its  term. Any freestanding SAR which is outstanding on the last
day of its term (as such term may be extended pursuant to Section 2.3(f)) and as
to  which  the  Appreciation  is  a  positive  number  on  such  date  shall  be
automatically exercised on such date for cash without any action by the grantee.

        (c)  Exercise  of  SARs.  Freestanding SARs shall be exercisable at such
time  or  times  and  subject  to such terms and conditions as the Committee may
specify  in  the  SAR  grant. The Committee shall have discretion to at any time
declare  all  or  any  portion  of  the freestanding SARs then outstanding to be
immediately  exercisable. A freestanding SAR may be exercised in accordance with
its  terms  in  whole  or  in  part.

        (d)  Nontransferability of SARs. No SAR or any interest therein shall be
transferable  by  the  grantee  other than by will or by the laws of descent and
distribution. During a grantee's lifetime, all SARs shall be exercisable only by
such  grantee  or  by  the  guardian  or  legal  representative  of the grantee.

        (e)  Shareholder  Rights. The holder of an SAR shall, as such, have none
of  the  rights  of  a  shareholder.

        (f)  Termination  of  Employment. The Committee shall have discretion to
specify in the SAR grant or an amendment thereof, provisions with respect to the
period during which the SAR may be exercised following the grantee's termination
of employment. Notwithstanding the foregoing, the Committee shall not permit any
SAR  to  be exercised beyond the term of the SAR established pursuant to Section
2.3(b),  except  that  the  Committee may provide that, notwithstanding such SAR
term,  an SAR which is outstanding on the date of a grantee's death shall remain
outstanding  and  exercisable  for  up  to  one  year after the grantee's death.

        (g)  Change  of  Control.  Notwithstanding  the  exercisability schedule
governing  any  SAR,  upon  the occurrence of a Change of Control (as defined in
Section  6.10)  all  SARs  outstanding at the time of such Change of Control and
held  by  grantees  who  are employees of the Company or its Subsidiaries at the
time  of such Change of Control shall become immediately exercisable and, unless
the  grantee  agrees  otherwise  in  writing,  shall  remain exercisable for the
remainder  of  the  SAR  term.  In addition, the Committee may provide that if a
freestanding  SAR  is  exercised within 60 days of the occurrence of a Change of
Control,  in addition to the Appreciation the holder shall receive, in cash, the
amount  by  which the greater of (a) the highest market price per Ordinary Share
during  the 60-day period preceding exercise of the SAR or (b) the highest price
per Ordinary Share (or the cash equivalent thereof as determined by the Board of
Directors)  paid  by  an


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acquiring person during the 60-day period preceding a Change of Control, exceeds
the  fair  market value of an Ordinary Share on the date of exercise of the SAR.

2.4     SUPPLEMENTAL PAYMENT ON EXERCISE OF OPTIONS OR SHARE APPRECIATION RIGHTS

        The Committee, either at the time of grant or at the time of exercise of
any  Option  or  tandem Share Appreciation Right, may provide for a supplemental
payment (the "Supplemental Payment") by the Company to the optionee with respect
to  the  exercise  of  any  Option  or  tandem  Share  Appreciation  Right.  The
Supplemental  Payment  shall  be in the amount specified by the Committee, which
shall  not  exceed  the  amount  necessary  to pay the income tax payable to the
national  government with respect to both exercise of the Option or tandem Share
Appreciation  Right  and  receipt  of  the  Supplemental  Payment,  assuming the
optionee  is  taxed at the maximum effective income tax rate applicable thereto.
The  Committee shall have the discretion to grant Supplemental Payments that are
payable  solely  in  cash  or  Supplemental  Payments  that are payable in cash,
Ordinary Shares, or a combination of both, as determined by the Committee at the
time  of  payment.  The Supplemental Payment shall be paid within 30 days of the
date  of exercise of an Option or Share Appreciation Right (or, if later, within
30  days  of  the  date  on  which  income  is recognized for federal income tax
purposes  with  respect  to  such  exercise).

2.5     STATUTORY  OPTIONS

        Subject to the limitations on Option terms set forth in Section 2.1, the
Committee  shall  have the authority to grant (i) incentive stock options within
the  meaning  of  Section 422 of the Code and (ii) Options containing such terms
and conditions as shall be required to qualify such Options for preferential tax
treatment under the Code as in effect at the time of such grant. Options granted
pursuant  to  this  Section  2.4  may  contain  such  other terms and conditions
permitted  by  Article  II of this Plan as the Committee, in its discretion, may
from  time to time determine (including, without limitation, provision for Share
Appreciation  Rights  and  Supplemental Payments), to the extent that such terms
and  conditions  do  not  cause  the  Options  to  lose  their  preferential tax
treatment. To the extent the Code and Regulations promulgated thereunder require
a  plan  to  contain  specified  provisions  in  order  to  qualify  options for
preferential tax treatment, such provisions shall be deemed to be stated in this
Plan.

                        III.  RESTRICTED ORDINARY SHARES

3.1     TERMS  AND  CONDITIONS  OF  RESTRICTED  ORDINARY  SHARES  AWARDS

        Subject  to  the following provisions, all awards of Restricted Ordinary
Shares  under the Plan to employees of the Company and its Subsidiaries shall be
in  such  form and shall have such terms and conditions as the Committee, in its
discretion,  may  from  time  to  time  determine.

        (a)  The  Restricted  Ordinary  Shares award shall specify the number of
Restricted  Ordinary  Shares to be awarded, the price, if any, to be paid by the
recipient  of the


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Restricted  Ordinary  Shares,  and  the  date  or  dates on which the Restricted
Ordinary  Shares  will  vest.  The  vesting of Restricted Ordinary Shares may be
conditioned  upon  the  completion  of  a  specified  period of service with the
Company or its Subsidiaries, upon the attainment of specified performance goals,
or  upon  such  other  criteria  as  the  Committee  may  determine  in its sole
discretion.

        (b)  Share  certificates  representing  the  Restricted  Ordinary Shares
granted  to  an  employee  shall  be  registered  in  the  employee's name. Such
certificates  shall  either be held by the Company on behalf of the employee, or
delivered  to  the  employee  bearing  a  legend  to  restrict  transfer  of the
certificate  until  the Restricted Ordinary Shares have vested, as determined by
the Committee. The Committee shall determine whether the employee shall have the
right  to vote and/or receive dividends on the Restricted Ordinary Shares before
they  have  vested.  No  Restricted  Ordinary  Shares  may be sold, transferred,
assigned,  or  pledged by the employee until they have vested in accordance with
the terms of the Restricted Ordinary Shares award. In the event of an employee's
termination  of  employment  before  all  of his Restricted Ordinary Shares have
vested,  or  in the event other conditions to the vesting of Restricted Ordinary
Shares  have  not  been  satisfied prior to any deadline for the satisfaction of
such  conditions  set  forth  in the award, the Restricted Ordinary Shares which
have  not  vested shall be forfeited and any purchase price paid by the employee
shall  be  returned to the employee. At the time Restricted Ordinary Shares vest
(and,  if  the  employee  has  been  issued  legended certificates of Restricted
Ordinary  Shares,  upon  the  return  of  such  certificates  to the Company), a
certificate  for  such  vested shares shall be delivered to the employee (or the
Beneficiary  designated  by  the  employee  in  the event of death), free of all
restrictions.

        (c)  Notwithstanding  the vesting conditions set forth in the Restricted
Ordinary  Shares  award,  (i) the Committee may in its discretion accelerate the
vesting  of  Restricted  Ordinary  Shares  at  any time, and (ii) all Restricted
Ordinary  Shares  shall  vest  upon  a  Change  of  Control  of  the  Company.

3.2     PERFORMANCE  AWARDS  UNDER  SECTION  162(M)  OF  THE  CODE

        The  Committee  shall have the right  to  designate awards of Restricted
Ordinary Shares as "Performance Awards." Notwithstanding any other provisions of
this  Article  III,  awards so designated shall be granted and administered in a
manner designed to preserve the deductibility of the compensation resulting from
such  awards in accordance with Section 162(m) of the Code. The grant or vesting
of  a  Performance  Award  shall  be  subject  to the achievement of performance
objectives  (the "Performance Objectives") established by the Committee based on
one  or more of the following criteria, in each case applied to the Company on a
consolidated  basis and/or to a business unit, and either as an absolute measure
or  as  a  measure  of  comparative  performance  relative  to  a  peer group of
companies:  sales,  operating profits, operating profits before interest expense
and taxes, net earnings, earnings per share, return on equity, return on assets,
return  on invested capital, total shareholder return, cash flow, debt to equity
ratio,  market share, share price, economic value added, and market value added.


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        The Performance Objectives for a  particular  Performance Award relative
to  a particular fiscal year shall be established by the Committee in writing no
later  than  90  days after the beginning of such year. The Committee shall have
the  authority  to  determine whether the Performance Objectives and other terms
and  conditions of the award are satisfied, and the Committee's determination as
to  the  achievement  of  Performance Objectives relating to a Performance Award
shall be made in writing. The Committee shall have discretion to modify or waive
the  Performance  Objectives  or  conditions  to  the  grant  or  vesting  of  a
Performance  Award only to the extent that the exercise of such discretion would
not  cause  the  Performance  Award  to  fail  to  qualify as "performance-based
compensation"  within  the  meaning  of  Section  162(m)  of  the  Code.

3.3     SUPPLEMENTAL  PAYMENT  ON  VESTING  OF  RESTRICTED  ORDINARY  SHARES

        The  Committee, either at the time of grant or at the time of vesting of
Restricted  Ordinary  Shares,  may  provide  for  a  Supplemental Payment by the
Company  to the employee in an amount specified by the Committee which shall not
exceed  the  amount necessary to pay the federal income tax payable with respect
to  both  the  vesting  of  the  Restricted  Ordinary  Shares and receipt of the
Supplemental  Payment,  assuming  the employee is taxed at the maximum effective
federal  income  tax  rate  applicable  thereto and has not elected to recognize
income  with  respect  to  the  Restricted  Ordinary Shares before the date such
Restricted  Ordinary  Shares vest. The Supplemental Payment shall be paid within
30  days  of each date that Restricted Ordinary Shares vest. The Committee shall
have  the  discretion  to grant Supplemental Payments that are payable solely in
cash  or  Supplemental  Payments that are payable in cash, Ordinary Shares, or a
combination  of  both,  as  determined  by the Committee at the time of payment.

          IV.  SHARE OPTIONS OR FREESTANDING SHARE APPRECIATION RIGHTS
                                  FOR DIRECTORS

4.1     GRANT  OF  OPTIONS  OR  FREESTANDING  SARS

        Each  person  who  becomes an Eligible Director (other than a person who
first  becomes  an  Eligible  Director  on  the date of an annual meeting of the
Company's  shareholders)  shall be granted, effective as of the date such person
becomes  an  Eligible  Director, (i) an Option to purchase 4,000 Ordinary Shares
(the "Initial Option"), if such person is not then residing in Norway, or (ii) a
freestanding  SAR  with respect to 4,000 Ordinary Shares (the "Initial SAR"), if
such  person  is  then  residing  in  Norway.  Each  person who is or becomes an
Eligible Director on the date of an annual meeting of the Company's shareholders
and  whose  service  on  the Board of Directors will continue after such meeting
shall  be  granted,  effective  as of the date of such meeting, (i) an Option to
purchase 6,000 Ordinary Shares (the "Annual Option"), if such person is not then
residing  in  Norway,  or (ii) a freestanding SAR with respect to 6,000 Ordinary
Shares  (the  "Annual  SAR"),  if  such  person  is  then  residing  in  Norway.


                                      -9-
<PAGE>
4.2     TERMS  AND  CONDITIONS  OF  OPTIONS

        Each  Option  granted  under this Article shall have the following terms
and  conditions:

        (a)  Option Price. The option price per share shall be the closing sales
price  of  an  Ordinary  Share  on  the  date  the Option is granted (or, if the
Ordinary  Shares  are not traded on such date, on the immediately preceding date
on  which  the  Ordinary  Shares  are  traded).

        (b)  Term of Option. Each Option shall expire ten years from the date of
grant,  except  as  provided  in  Section 4.2(c) with respect to the death of an
optionee.  No  Option  shall  be  exercised  after  the  expiration of its term.

        (c)  Exercise of Options. Subject to Section 4.2(g) and the remainder of
this  paragraph,  the Initial Option shall become exercisable in installments as
follows:  (1) a total of 1,333 Ordinary Shares may be purchased through exercise
of  the  Initial  Option on or after the first anniversary of the date of grant;
(2)  a  total  of 2,666 Ordinary Shares may be purchased through exercise of the
Initial  Option on or after the second anniversary of the date of grant; and (3)
a  total  of  4,000  Ordinary  Shares  may  be purchased through exercise of the
Initial  Option  on or after the third anniversary of the date of grant. Subject
to  Section  4.2(g) and the remainder of this paragraph, the Annual Option shall
become  exercisable  in  installments  as follows: (1) a total of 2,000 Ordinary
Shares  may  be  purchased through exercise of the Annual Option on or after the
first anniversary of the date of grant; (2) a total of 4,000 Ordinary Shares may
be  purchased  through  exercise  of  the  Annual  Option on or after the second
anniversary  of  the date of grant; and (3) a total of 6,000 Ordinary Shares may
be  purchased  through  exercise  of  the  Annual  Option  on or after the third
anniversary  of  the  date of grant. If a Participant ceases to be a Director of
the  Company  as  a result of death, disability, or retirement from the Board of
Directors  on  his  Retirement  Date (as defined in Section 4.2(i)), each Option
shall  immediately become fully exercisable and shall remain exercisable for the
remainder of its term, except that an Option which is outstanding on the date of
an  optionee's  death shall remain outstanding and exercisable for a term of the
greater  of  ten  years  from the date of grant or one year after the optionee's
death.  If  a  Participant ceases to be a Director of the Company for any reason
not  set  forth  in the preceding sentence, no additional portions of the Option
will  become exercisable, and the portion of the Option that is then exercisable
shall  expire  if  not  exercised within 60 days after cessation of service as a
Director.  An  Option may be exercised in accordance with its terms as to any or
all  shares  purchasable  thereunder.

        (d)  Payment  for  Shares.  Payment  for shares as to which an Option is
exercised  shall  be made in cash, Ordinary Shares, by "cashless exercise," or a
combination  thereof,  in  the  discretion  of  the Participant. Ordinary Shares
delivered  in  payment of the Option price shall be valued at the average of the
high  and low prices of such Shares on the date of exercise (or, if the Ordinary
Shares  are not traded on such date, at the weighted average of the high and low
prices  on  the  nearest  trading  dates  before  and  after  such  date).

        (e)  Nontransferability  of  Options.  No Option or any interest therein
shall  be  transferable  by the Participant other than by will or by the laws of
descent  and distribution.


                                      -10-
<PAGE>
During  a  Participant's lifetime, all Options shall be exercisable only by such
Participant  or  by  the  guardian  or  legal representative of the Participant.

        (f)  Shareholder  Rights.  The  holder of an Option shall, as such, have
none  of  the  rights  of  a  shareholder.

        (g)  Change  of  Control.  Notwithstanding  any  other provisions of the
Plan,  upon  the  occurrence of a Change of Control (as defined in Section 6.10)
all  Options  outstanding  at  the  time  of such Change of Control shall become
immediately  exercisable and shall remain exercisable for the remainder of their
term.

        (h)  Tax  Status.  The  Options  granted  under  this  Article  shall be
"non-qualified"  options, and shall not be incentive stock options as defined in
Section  422  of  the  Code.

        (i)  Retirement  Date.  For  purposes  of  this Article, a Participant's
Retirement  Date  shall mean the date on which the Participant shall be required
to retire from the Board of Directors under the retirement policies of the Board
of  Directors  as  in  effect  on  the  date  of  the  Participant's retirement.

4.3     TERMS  AND  CONDITIONS  OF  FREESTANDING  SHARE  APPRECIATION  RIGHTS

        Each  Freestanding  Share  Appreciation Right granted under this Article
shall  have  the  following  terms  and  conditions:

        (a)  Base Price and Appreciation. The base price of the SAR shall be the
closing  sales price of an Ordinary Share on the date the SAR is granted (or, if
the  Ordinary  Shares  are not traded on such date, on the immediately preceding
date  on  which  the  Ordinary  Shares are traded). Upon exercise of an SAR, the
holder shall receive, for each share with respect to which the SAR is exercised,
an  amount  (the  "Appreciation")  equal  to the amount by which the fair market
value  of  an Ordinary Share on the date of exercise of the SAR exceeds the base
price  of the SAR. For purposes of the preceding sentence, the fair market value
of  an  Ordinary  Share  shall be the average of the high and low prices of such
share  as  reported  on  the  New  York  Stock  Exchange  composite  tape.  The
Appreciation  shall  be  payable in cash and shall be paid within 30 days of the
exercise  of  the  SAR.

        (b)  Term  of  SAR.  Each  SAR  shall  expire ten years from the date of
grant,  except  as  provided  in  Section  4.3(c) with respect to the death of a
Participant.  No  SAR  shall  be  exercised  after  the  expiration of its term.

        (c)  Exercise  of  SARs.  Subject to Section 4.3(f) and the remainder of
this  paragraph,  the  Initial  SAR  shall become exercisable in installments as
follows:  (1)  the  Initial  SAR shall be exercisable with respect to a total of
1,333  Ordinary  Shares  on or after the first anniversary of the date of grant;
(2)  the  Initial  SAR  shall  be  exercisable  with respect to a total of 2,666
Ordinary Shares on or after the second anniversary of the date of grant; and (3)
the  Initial  SAR shall be exercisable with respect to a total of 4,000 Ordinary
Shares  on  or  after  the  third  anniversary  of the date of grant. Subject to
Section  4.3(f) and the remainder of this paragraph, the Annual SAR shall become
exercisable  in installments as


                                      -11-
<PAGE>
follows:  (1)  the  Annual  SAR  shall be exercisable with respect to a total of
2,000  Ordinary  Shares  on or after the first anniversary of the date of grant;
(2)  the  Annual  SAR  shall  be  exercisable  with  respect to a total of 4,000
Ordinary Shares on or after the second anniversary of the date of grant; and (3)
the  Annual  SAR  shall be exercisable with respect to a total of 6,000 Ordinary
Shares  on or after the third anniversary of the date of grant. If a Participant
ceases  to  be  a  Director  of the Company as a result of death, disability, or
retirement  from  the  Board  of Directors on his Retirement Date (as defined in
Section  4.2(i)),  each SAR shall immediately become fully exercisable and shall
remain  exercisable  for  the remainder of its term, except that notwithstanding
the  term of the SAR, an SAR which is outstanding on the date of a Participant's
death  shall remain outstanding and exercisable for a term of the greater of ten
years  from  the  date  of grant or one year after the Participant's death. If a
Participant  ceases to be a Director of the Company for any reason not set forth
in  the  preceding  sentence,  no  additional  portions  of  the SAR will become
exercisable, and the portion of the SAR that is then exercisable shall expire if
not  exercised  within  60 days after cessation of service as a Director. An SAR
may  be  exercised  in  accordance  with  its  terms  in  whole  or  in  part.

        (d)  Nontransferability of SARs. No SAR or any interest therein shall be
transferable by the Participant other than by will or by the laws of descent and
distribution.  During  a  Participant's  lifetime, all SARs shall be exercisable
only  by  such  Participant  or  by  the guardian or legal representative of the
Participant.

        (e)  Shareholder  Rights. The holder of an SAR shall, as such, have none
of  the  rights  of  a  shareholder.

        (f) Change of Control. Notwithstanding any other provisions of the Plan,
upon the occurrence of a Change of Control (as defined in Section 6.10) all SARs
outstanding  at  the  time  of  such  Change of Control shall become immediately
exercisable  and  shall  remain  exercisable  for  the  remainder of their term.

        (g)  Special  Provisions.  Notwithstanding  the  foregoing provisions of
Section  4.3,  the  freestanding  SARs granted to Eligible Directors residing in
Norway  who were first elected to the Board of Directors in 1996 (and who waived
the  grant  of an Option to which they were then entitled under the terms of the
Plan  as  then in effect) with respect to their initial election to the Board of
Directors  (i)  shall  have a base price equal to the closing sales price of the
Ordinary  Shares  on  the  date  of  their initial election, and (ii) shall have
exercise and expiration dates determined as if such SARs had been granted on the
date  of  their  initial  election.

4.4     SUPPLEMENTAL  PAYMENT  ON  EXERCISE  OF  PRIOR AWARDS OF OPTIONS OR SARS

        (a)  Supplemental  Payments.  Within 30 days of each date that an Option
or SAR granted prior to the date of this Amendment and Restatement is exercised,
a Supplemental Payment shall be paid to the Participant (or to the Participant's
Beneficiary  in  the  event of death), in cash, in an amount equal to the amount
necessary  to  pay  the  income tax payable to the national government where the
Director  resides  with  respect  to both the exercise of such Option or SAR and
receipt  of  the  Supplemental Payment, assuming the


                                      -12-
<PAGE>
Participant  is  taxed  at  the  maximum  effective  income  tax rate applicable
thereto;  provided,  however,  that  no  such  payment  shall  be  made  if  the
Participant  has  waived  his  right  to the payment pursuant to Section 4.4(b).

        (b)  Waiver.  The  Committee  may  grant an additional Option or SAR, as
applicable,  to  any  Participant  who  agrees  in writing to waive the right to
receive  a  supplemental  cash  payment under Section 4.4(a). Such Option or SAR
shall  be  immediately  exercisable.  All other provisions of Section 4.2 or 4.3
will  apply  as though the date of acceptance of the Option or SAR were the date
of  grant.  Notwithstanding  the  foregoing,  however, in no event shall (i) the
number  of Ordinary Shares subject to this Section 4.4(b) exceed 50,000, or (ii)
the  number  of  SARs  subject  to  this  Section  4.4(b)  exceed  50,000.

                           V.  CASH PERFORMANCE AWARDS

5.1     TERMS  AND  CONDITIONS  OF  CASH  PERFORMANCE  AWARDS

        A  "Cash Award" is a cash bonus paid solely on account of the attainment
of  one or more objective performance goals that have been preestablished by the
Committee.  Each  Cash  Award  shall  be  subject  to such terms and conditions,
restrictions  and  contingencies,  if  any,  as  the  Committee shall determine.
Restrictions  and  contingencies  limiting  the  right to receive a cash payment
pursuant to a Cash Award shall be based on the achievement of single or multiple
performance  goals  over  a  performance period established by the Committee. No
employee  shall  receive  Cash  Awards  during  any calendar year aggregating in
excess  of  $1  million.

5.2     PERFORMANCE  OBJECTIVES  UNDER  SECTION  162(M)  OF  THE  CODE

        The  Committee  shall  have  the right to designate Cash Awards as "Cash
Performance  Awards."  Notwithstanding  any  other provisions of this Article V,
awards  so  designated shall be granted and administered in a manner designed to
preserve  the  deductibility  of  the compensation resulting from such awards in
accordance  with  Section  162(m) of the Code. The payment of a Cash Performance
Award  shall  be  subject  to  the  achievement  of  performance objectives (the
"Performance  Objectives")  established by the Committee based on one or more of
the  following  criteria,  in each case applied to the Company on a consolidated
basis  and/or  to  a  business  unit,  and either as an absolute measure or as a
measure of comparative performance relative to a peer group of companies: sales,
operating  profits,  operating  profits  before  interest expense and taxes, net
earnings,  earnings  per  share,  return  on equity, return on assets, return on
invested  capital,  total  shareholder  return, cash flow, debt to equity ratio,
market  share,  share  price,  economic  value  added,  and  market value added.

        The  Performance  Objectives  for  a  particular  Cash Performance Award
relative  to  a  particular fiscal year shall be established by the Committee in
writing  no  later  than 90 days after the beginning of such year. The Committee
shall  have  the  authority  to determine whether the Performance Objectives and
other  terms  and  conditions  of  the  award are


                                      -13-
<PAGE>
satisfied,  and  the  Committee's  determination  as  to  the  achievement  of
Performance  Objectives  relating  to  a Cash Performance Award shall be made in
writing.

                           VI.  ADDITIONAL PROVISIONS

6.1     GENERAL  RESTRICTIONS

        Each  award  under the Plan shall be subject to the requirement that, if
at  any time the Committee shall determine that (i) the listing, registration or
qualification  of  the  Ordinary  Shares  subject  or  related  thereto upon any
securities  exchange  or  under any state or federal law, or (ii) the consent or
approval  of  any  government  regulatory  body,  or  (iii)  an agreement by the
recipient  of  an  award  with  respect to the disposition of Ordinary Shares is
necessary  or desirable (in connection with any requirement or interpretation of
any  federal  or state securities law, rule or regulation) as a condition of, or
in  connection  with,  the  granting  of such award or the issuance, purchase or
delivery  of  Ordinary  Shares  thereunder, such award may not be consummated in
whole  or  in  part  unless  such listing, registration, qualification, consent,
approval  or  agreement  shall  have  been  effected  or  obtained  free  of any
conditions  not  acceptable  to  the  Committee.

6.2     ADJUSTMENTS  FOR  CHANGES  IN  CAPITALIZATION

        In  the  event  of  a  scheme  of  arrangement,  reorganization,
recapitalization,  Ordinary Share split, Ordinary Share dividend, combination of
shares, rights offer, liquidation, dissolution, merger, consolidation, spin-off,
sale  of  assets, payment of an extraordinary cash dividend, or any other change
in  or  affecting  the corporate structure or capitalization of the Company, the
Committee  shall  make  appropriate  adjustment in the number and kind of shares
authorized  by the Plan (including any limitations on individual awards), in the
number,  price  or  kind  of shares covered by the awards and in any outstanding
awards under the Plan; provided, however, that no such adjustment shall increase
the  aggregate  value  of  any  outstanding  award.

6.3     AMENDMENTS

        (a)  The  Board  of  Directors  may amend the Plan from time to time. No
such  amendment  shall  require  approval by the shareholders unless shareholder
approval  is required to satisfy Rule 16b-3 under the Securities Exchange Act of
1934  or  Section  162(m)  of  the  Code, or by applicable law or Stock exchange
requirements.

        (b)  The  Committee  shall  have  the  authority  to  amend any grant to
include  any provision which, at the time of such amendment, is authorized under
the  terms  of the Plan; however, no outstanding award may be revoked or altered
in a manner unfavorable to the holder without the written consent of the holder.

        (c)  If  a  Participant has ceased or will cease to be a Director of the
Company  for  the  convenience  of  the  Company  (as determined by the Board of
Directors),  the  Board  of  Directors  may  amend  all  or  any portion of such
Participant's  Options  or  SARs  so  as  to  make  such  Options  or SARs fully
exercisable and/or specify a schedule upon which they


                                      -14-
<PAGE>
become  exercisable, and/or permit all or any portion of such Options or SARs to
remain  exercisable  for  such  period  designated  by  it,  but  not beyond the
expiration  of  the  term  established  pursuant  to Section 4.2(b) or 4.3(b). A
Participant  shall  not participate in the deliberations or vote by the Board of
Directors under this paragraph with respect to his Options or SARs. The exercise
periods  of  Options  or  SARs established by the Board of Directors pursuant to
this  paragraph shall override the provisions of Section 4.2(c) or 4.3(c) to the
extent  inconsistent  therewith.

6.4     CANCELLATION  OF  AWARDS

        Any  award granted under Articles II and III of the Plan may be canceled
at  any  time  with  the consent of the holder and a new award may be granted to
such  holder  in  lieu  thereof,  which  award  may,  in  the  discretion of the
Committee,  be  on  more favorable terms and conditions than the canceled award;
provided,  however, that the Committee may not reduce the exercise or base price
of  outstanding  Options  or  SARs  where the existing exercise or base price is
higher  than  the  then  current  market  price  of  the  Ordinary  Shares.

6.5     BENEFICIARY

        An  employee  or  Participant  may  file  with  the  Company  a  written
designation  of Beneficiary, on such form as may be prescribed by the Committee,
to  receive  any  Options,  SARs,  Restricted  Shares,  Ordinary  Shares  and
Supplemental  Payments  that  become  deliverable to the employee or Participant
pursuant to the Plan after the employee's or Participant's death. An employee or
Participant  may,  from  time  to  time,  amend  or  revoke  a  designation  of
Beneficiary.  If no designated Beneficiary survives the employee or Participant,
the executor or administrator of the employee's or Participant's estate shall be
deemed  to  be  the  employee's  or  Participant's  Beneficiary.

6.6     WITHHOLDING

        (a)  Whenever  the  Company proposes or is required to issue or transfer
Ordinary  Shares under the Plan, the Company shall have the right to require the
award  holder  to  remit  to  the  Company  an  amount sufficient to satisfy any
applicable  withholding  tax  liability prior to the delivery of any certificate
for  such  shares. Whenever under the Plan payments are to be made in cash, such
payments  shall  be  net  of an amount sufficient to satisfy any withholding tax
liability.

        (b)  An  employee entitled to receive Ordinary Shares under the Plan who
has  not  received a cash Supplemental Payment may elect to have the withholding
tax  liability  (or  a  specified portion thereof) with respect to such Ordinary
Shares  satisfied  by  having  the  Company  withhold  from the shares otherwise
deliverable  to  the employee Ordinary Shares having a value equal to the amount
of  the  tax  liability  to be satisfied with respect to the Ordinary Shares. An
election  to have all or a portion of the tax liability satisfied using Ordinary
Shares  shall  comply with such requirements as may be imposed by the Committee.

6.7     NON-ASSIGNABILITY


                                      -15-
<PAGE>
        Except  as expressly provided in the Plan, no award under the Plan shall
be  assignable  or  transferable  by the holder thereof except by will or by the
laws  of  descent  and distribution. During the life of the holder, awards under
the  Plan  shall  be exercisable only by such holder or by the guardian or legal
representative  of  such  holder.

6.8     NON-UNIFORM  DETERMINATIONS

        Determinations  by  the  Committee  under  the  Plan (including, without
limitation,  determinations  of  the persons to receive awards under Articles II
and III; the form, amount and timing of such awards; the terms and provisions of
such  awards  and the agreements evidencing same; and provisions with respect to
termination of employment) need not be uniform and may be made by it selectively
among  persons  who  receive, or are eligible to receive, awards under the Plan,
whether  or  not  such  persons  are  similarly  situated.

6.9     NO  GUARANTEE  OF  EMPLOYMENT  OR  DIRECTORSHIP

        The  grant  of an award under the Plan shall not constitute an assurance
of  continued  employment  for  any  period  or  any  obligation of the Board of
Directors  to  nominate  any  Director  for  re-election  by  the  Company's
shareholders.

6.10     CHANGE  OF  CONTROL

         A  "Change  of  Control"  means:

        (a)  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 20% or more of
either (i) the then outstanding ordinary shares of the Company (the "Outstanding
Company  Ordinary  Shares")  or  (ii)  the  combined  voting  power  of the then
outstanding  voting  securities of the Company entitled to vote generally in the
election  of  directors (the "Outstanding Company Voting Securities"); provided,
however,  that  for  purposes of this subsection (a), the following acquisitions
shall  not constitute a Change of Control: (i) any acquisition directly from the
Company,  (ii)  any  acquisition  by  the  Company, (iii) any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  or  other  entity  controlled  by  the Company or (iv) any
acquisition  by  any corporation or other entity pursuant to a transaction which
complies  with  clauses  (i),  (ii)  and (iii) of subsection (c) of this Section
6.10;  or

        (b)  Individuals who, as of the date hereof, constitute the Board of the
Company  (the  "Incumbent  Board") cease for any reason to constitute at least a
majority  of  the  Board of the Company; provided, however, that for purposes of
this  Section  6.10  any  individual  becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's shareholders,
was  approved  by a vote of at least a majority of the directors then comprising
the  Incumbent Board shall be considered as though such individual were a member
of  the  Incumbent  Board,  but excluding, for this purpose, any


                                      -16-
<PAGE>
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  the  Board  of  the  Company;  or

        (c)  Consummation  of a scheme of arrangement, reorganization, merger or
consolidation  or  sale  or other disposition of all or substantially all of the
assets  of  the  Company  (a  "Business  Combination"),  in  each  case, unless,
following  such  Business  Combination,  (i)  all  or  substantially  all of the
individuals  and  entities  who were the beneficial owners, respectively, of the
Outstanding  Company  Ordinary  Shares and Outstanding Company Voting Securities
immediately  prior  to  such  Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding ordinary shares
or  shares of common stock and the combined voting power of the then outstanding
voting  securities  entitled  to vote generally in the election of directors, as
the case may be, 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 the Company or all or substantially all of
the  Company'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 Company Ordinary Shares and Outstanding
Company  Voting  Securities,  as  the case may be, (ii) no Person (excluding any
corporation  or  other  entity  resulting  from such Business Combination or any
employee  benefit  plan (or related trust) of the Company or such corporation or
other  entity  resulting  from  such  Business  Combination)  beneficially owns,
directly  or  indirectly,  20%  or  more  of, respectively, the then outstanding
ordinary  shares  or  shares  of common stock of the corporation or other entity
resulting  from  such  Business  Combination or the combined voting power of the
then outstanding voting securities of such corporation or other entity except to
the  extent  that  such  ownership existed prior to the Business Combination and
(iii)  at  least  a  majority  of  the  members of the board of directors of the
corporation  resulting  from  such  Business  Combination  were  members  of the
Incumbent  Board at the time of the action of the Board of the Company providing
for  such  Business  Combination;  or

        (d)  Approval  by  the  shareholders  of  the  Company  of  a  complete
liquidation  or  dissolution  of  the  Company.

6.11     DURATION  AND  TERMINATION

        (a)  The  Plan  shall  be  of  unlimited  duration.  Notwithstanding the
foregoing,  no  incentive Share option (within the meaning of Section 422 of the
Code)  shall  be  granted  under  the Plan after May 1, 2013, but awards granted
prior  to  such  dates  may extend beyond such dates, and the terms of this Plan
shall  continue  to  apply  to  all  awards  granted  hereunder.

        (b)  The Board of Directors may discontinue or terminate the Plan at any
time.  Such action shall not impair any of the rights of any holder of any award
outstanding  on the date of the Plan's discontinuance or termination without the
holder's  written  consent.


                                      -17-
<PAGE>
6.12     EFFECTIVE  DATE

        The  Plan was originally effective May 1, 1993. The Plan was amended and
restated  effective  March  13,  1997,  March 12, 1998 and January 1, 2000. This
amendment  and restatement of the Plan was adopted by the Compensation Committee
of the Board of Directors effective May 8, 2003, and the extension of the period
during which incentive Share options may be granted and the indefinite extension
of the right to grant Options and SARs to Eligible Directors was approved by the
holders  of  a majority of issued and outstanding Ordinary Shares at the general
shareholders'  meeting  held  on  the  date  hereof.

        IN  WITNESS WHEREOF, this document has been executed effective as of May
8,  2003.

                                       TRANSOCEAN INC.



                                       By: /s/   Eric  B.  Brown
                                          -----------------------
                                          Eric  B.  Brown
                                          Senior  Vice  President,  General
                                          Counsel  &  Corporate  Secretary


                                      -18-
<PAGE>