SEPARATION AGREEMENT


          THIS  SEPARATION  AGREEMENT  (the  "Agreement")  made and entered into
effective  as of July 23, 2002 (the "Effective Date"), by and between Transocean
Offshore  Deepwater  Drilling  Inc.  (the  "Company")  and  Jon  C.  Cole  (the
"Executive");

                              W I T N E S S E T H:
                              -------------------

          WHEREAS,  the  Executive  is  an  officer  of  the  Company;  and

          WHEREAS,  the parties mutually desire to arrange for a separation from
the  Company  and  its  affiliates  and  subsidiaries  under  certain terms; and

          WHEREAS, in consideration of the mutual promises contained herein, the
parties  hereto  are  willing  to  enter  into this Agreement upon the terms and
conditions  herein  set  forth.

          NOW,  THEREFORE,  in  consideration  of  the  premises,  the terms and
provisions set forth herein, the mutual benefits to be gained by the performance
thereof  and  other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

          1.     Resignation  of Employment.  Effective as of July 31, 2002 (the
                 --------------------------
"Termination  Date"),  the  Executive  resigns  his  position  as Executive Vice
President  of  the  Company; and from any other position, directorship or office
relating  to  the  affairs  of  the  Company and its subsidiaries or affiliates,
including  but  not  limited  to  Executive  Vice  President  of Transocean Inc.
("Transocean").

          2.     Consideration  for  Services  and Prior Agreement.  The Company
                 -------------------------------------------------
agrees  to  pay or provide, and the Executive agrees to accept, the benefits set
forth in this Section 2 in consideration for the Executive's service through the
Termination  Date,  and  in full satisfaction of the existing obligations to the
Executive  as  described  below.

               A.     Base Salary.  The Executive shall continue to receive Base
                      -----------
          Salary  through  the  Termination  Date  at  the rate in effect on the
          Effective  Date.

               B.     Satisfaction  of  Agreement.  The  Company agrees to pay a
                      ---------------------------
          lump  sum  cash  payment  of $2,241,653.17, on August 21, 2002 in full
          satisfaction of the obligation of the Company under Section 4(a)(i) of
          the Agreement entered into between the Company and the Executive as of
          October 3, 2000 (the "2000 Agreement"). In addition, the Company shall
          satisfy  its  obligations,  as applicable, with respect to relocation,
          welfare  benefits,  outplacement  services and other employee benefits
          pursuant  to  Sections  4(a)(ii),  (iii),  (iv) and (v) and additional
          payments  pursuant  to  Section  7  of  the  2000  Agreement.

               C.     Vesting  of  1993 Restricted Stock.  Pursuant to the terms
                      ----------------------------------
          of  the  Waiver  Agreement  between  the  Company,  Transocean and the
          Executive  dated


<PAGE>
          October  25,  1999,  the restricted stock grant to the Executive dated
          June  4,  1993  shall  be  fully  vested  as  of the Termination Date.

               D.     Supplemental  Retirement Plan Benefit.  The Company agrees
                      -------------------------------------
          to  pay  a lump sum payment on August 21, 2002, in accordance with the
          Company's  obligation  under the Transocean Offshore Inc. Supplemental
          Benefit  Plan ("Supplemental Plan"). Prior to making such payment, the
          Company  will  provide  Executive  with  documentation  regarding  the
          calculation  of  this  benefit.  The Executive specifically agrees and
          acknowledges  that the payments set forth in Sections 2.B and 2.C, and
          Section  3,  of  this  Agreement are not includable in determining the
          amount  payable  under  the  Supplemental  Plan.

          3.     Consideration  for  Execution  of  Agreement  and  Waiver  and
                 --------------------------------------------------------------
Release.  In  consideration for the Executive's execution of and compliance with
this  Agreement  and  the execution of the Waiver and Release attached hereto as
Attachment  A,  the  Company  shall provide the consideration set forth below in
-------------
this  Section  3.  This  consideration  is  provided  subject  to  the  binding
execution,  without  revocation,  by  the  Executive  of the attached Waiver and
Release  agreement,  which  must  be executed during the period beginning on the
Termination  Date  and  ending  on  the 21st day after the Termination Date (the
"Waiver").  The  Company's obligation to make any further payments otherwise due
under  Section 3 shall cease in the event the Executive fails to comply with the
terms  of this Agreement or his Waiver and Release, and no payment shall be made
until expiration of the revocation period following execution of the Waiver (the
"Effective  Waiver  Date").

               A.     Consideration.  The  Company agrees to pay a lump sum cash
                      -------------
          payment of $475,500.00 to the Executive payable on the second business
          day  following  the  Effective  Waiver  Date.

               B.     Options.  The  Company  represents  that  Transocean  has
                      -------
          approved,  subject  to  conditions  that  will  be  satisfied  by  the
          execution and performance of this Agreement including, but not limited
          to, the expiration of the revocation period following execution of the
          Waiver,  the acceleration as of the Termination Date of exercisability
          of  the  Executive's  outstanding  stock  options and the extension of
          exercisability  of  such  options  for  their  then  remaining  term.

          4.     Restrictive  Covenants.  As a material inducement to Company to
                 ----------------------
enter  into  this  Agreement,  the  Executive  agrees  to the provisions of this
Section  4.

               A.     Confidentiality.  The  Executive  recognizes  and
                      ---------------
          acknowledges that in the course of his employment with the Company and
          as  a  result of the position of trust he has held with the Company he
          has  obtained private or confidential information and proprietary data
          relating  to  the  Company  including,  without  limitation, financial
          information,  customer  lists, patent information and other data which
          are  valuable  assets  and property rights of the Company. All of such
          private  or  confidential information and proprietary data is referred
          to  herein  as  "Confidential  Information";  provided,  however, that
          Confidential  Information  will  not  include  any  information  known
          generally  to  the  public  (other  than  as  a


                                      -2-
<PAGE>
          result  of  unauthorized  disclosure  by the Executive). The Executive
          agrees  that he will not at any time, directly or indirectly, disclose
          or  use  Confidential  Information acquired during his employment with
          the  Company  except  with  the  prior  written  consent  of the Chief
          Executive  Officer  of  the  Company.

               B.     Non-Solicitation.  Except  with the written consent of the
                      ----------------
          Chief  Executive  Officer of the Company, the Executive agrees that he
          will  not for two years after the Termination Date, in the Executive's
          individual capacity or on behalf of another, hire, assist in hiring or
          offer  to  hire any of the officers, employees, directors or agents of
          the  Company,  or  persuade  or  attempt to persuade in any manner any
          officer,  employees,  directors or agent of the Company to discontinue
          any  relationship  with  the  Company.

               C.     Nondisparagement.  The  Executive  agrees that he will not
                      ----------------
          for a period of five (5) years after the Termination Date (i) publicly
          criticize  or  disparage  the  Company  or any affiliate, or privately
          criticize  or  disparage  the  Company  or  any  affiliate in a manner
          intended  or  reasonably  calculated to result in public embarrassment
          to,  or  injury  to the reputation of, the Company or any affiliate in
          any  community  in  which  the  Company or any affiliate is engaged in
          business;  (ii)  directly  or  indirectly,  acting  alone or acting in
          concert  with  others, institute or prosecute, or assist any person in
          any manner in instituting or prosecuting, any legal proceedings of any
          nature  against  the  Company or any affiliate; (iii) commit damage to
          the  property  of  the Company or any affiliate or otherwise engage in
          any misconduct which is injurious to the business or reputation of the
          Company or any affiliate; or (iv) take any other action, or assist any
          person in taking any other action, that is adverse to the interests of
          the  Company  or  any  affiliate  or  inconsistent  with fostering the
          goodwill  of the Company or any affiliate; provided, however, that the
          Executive  will  not  be  in  breach of the covenant contained in (ii)
          above  solely by reason of his testimony which is compelled by process
          of  law.  As  used  in  Section  4.C.  of  this  Agreement,  the  term
          "affiliate"  means  the Company, any subsidiary, any officer, director
          or executive of the Company or any subsidiary, and any former officer,
          director  or  executive  of  the  Company  or  any  subsidiary.

               D.     Enforcement.  The Executive hereby agrees that a violation
                      -----------
          of  the  provisions of Section 4 would cause substantial injury to the
          Company  and  its  affiliates,  which  would be difficult to quantify.
          Accordingly,  the  Executive  agrees that in the event of violation of
          this Section 4 the Company would be entitled to obtain a refund of all
          amounts  previously  paid  to  the  Executive  under  Section 3.A. The
          Company  further  specifically  retains  the  right to seek injunctive
          relief  from  a court having jurisdiction for any actual or threatened
          breach  of  this  Section  4.  Any  such injunctive relief shall be in
          addition to any other remedies to which the Company may be entitled at
          law  or  in  equity  or  otherwise.

               E.     Interpretation.  If any provision of Section 4 is found by
                      --------------
          a court of competent jurisdiction to be unreasonably broad, oppressive
          or  unenforceable,  such  court  (i)  shall  narrow  the  scope of the
          Agreement  in  order  to  ensure  that  the


                                      -3-
<PAGE>
          application  thereof  is  not  unreasonably  broad,  oppressive  or
          unenforceable  and  (ii) to the fullest extent permitted by law, shall
          enforce  such  Agreement  as  though  reformed.

               F.     Company.  As  used  in  this Section 4, the term "Company"
                      -------
          includes the Company, Transocean and any direct or indirect subsidiary
          of  Transocean.

          5.     Assistance  with  Litigation.  The  Executive agrees that for a
                 ----------------------------
period of five years after the Termination Date, the Executive will furnish such
information  and  proper assistance as may be reasonably necessary in connection
with  any litigation in which the Company or any affiliate or subsidiary is then
or  may  become  involved.

          6.     Nonassignability.  Neither  this  Agreement  nor  any  right or
                 ----------------
interest hereunder shall be subject, in any manner, to anticipation, alienation,
sale,  transfer, assignment, pledge, encumbrance or charge, whether voluntary or
involuntary,  by  operation  of  law  or otherwise, any attempt at such shall be
void;  and  further  provided,  that  any  such  benefit shall not in any way be
subject  to  the  debts,  contract,  liabilities,  engagements  or  torts of the
Executive, nor shall it be subject to attachment or legal process for or against
the  Executive.

          7.     Amendment  of Agreement.  This Agreement may not be modified or
                 -----------------------
amended  except  by  an  instrument  in  writing  signed  by the parties hereto.

          8.     Waiver.  No term or condition of this Agreement shall be deemed
                 ------
to  have  been waived, nor shall there be an estoppel against the enforcement of
any  provision  of  this  Agreement,  except  by written instrument of the party
charged  with  such  waiver  or  estoppel.

          9.     Notices.  All  notices  or communications hereunder shall be in
                 -------
writing,  addressed  as  follows:

               To the Company:

               Transocean Offshore Deepwater Drilling Inc.
               4 Greenway Plaza
               Houston, Texas 77046
               Attention:  Eric Brown
               Senior Vice President, General Counsel

               To the Executive:

               Jon C. Cole
               3427 Del Monte Drive
               Houston, Texas  77019

All such notices shall be conclusively deemed to be received and shall be
effective; (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy
or facsimile transmission, upon confirmation of receipt by the sender of such
transmission or (iii) if sent by registered or certified mail, on the fifth day
after the day on which such notice is mailed.


                                      -4-
<PAGE>
          10.     Federal Income Tax Withholding.  The Company may withhold from
                  ------------------------------
any  benefits  payable  under  this  Agreement all federal, state, city or other
taxes  that  will  be required pursuant to any law or governmental regulation or
ruling.

          11.     Severability.  If  any  provision of this Agreement is held to
                  ------------
be invalid, illegal or unenforceable, in whole or part, such invalidity will not
affect any otherwise valid provision, and all other valid provisions will remain
in  full  force  and  effect.

          12.     Counterparts.  This  Agreement  may be executed in two or more
                  ------------
counterparts,  each  of  which  will  be  deemed  an  original, and all of which
together  will  constitute  one  document.

          13.     Titles.  The  titles  and  headings  preceding the text of the
                  -------
paragraphs  and  subparagraphs  of  this Agreement have been inserted solely for
convenience  of  reference  and  do  not  constitute a part of this Agreement or
affect  its  meaning,  interpretation  or  effect.

          14.     Governing  Law.  This Agreement will be construed and enforced
                  --------------
in  accordance  with  the  laws  of  the  State  of  Texas.

          15.     Venue.  Any suit, action or other legal proceeding arising out
                  -----
of  this  Agreement shall be brought in the United States District Court for the
Southern  District  of  Texas, Houston Division, or, if such court does not have
jurisdiction  or  will  not  accept  jurisdiction,  in  any  court  of  general
jurisdiction  in  Harris  County,  Texas.  Each of the Executive and the Company
consents  to  the  jurisdiction  of  any such court in any such suit, action, or
proceeding  and  waives any objection that it may have to the laying of venue of
any  such  suit,  action,  or  proceeding  in  any  such  court.

          IN  WITNESS  WHEREOF,  the  parties  have  executed  this Agreement in
multiple  counterparts, all of which shall constitute one agreement, on July 23,
2002,  but  effective  as  of  the  date  and  year  first  above  written.

                                     TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC.



                                     By:
                                        ----------------------------------------
                                        Eric B. Brown
                                        Vice President




                                     -------------------------------------------
                                      Jon C. Cole


                                      -5-
<PAGE>
                                  Attachment A
                                  ------------


                               WAIVER AND RELEASE

          In  exchange  for  the  consideration  offered  under  the  Separation
Agreement  between  me  and  Transocean  Offshore  Deepwater  Drilling Inc. (the
"Company"),  dated  effective  ______________,  2002 (the "Agreement"), I hereby
waive  all  of  my  claims  and  release  the  Company,  Transocean  Inc., their
affiliates,  their  subsidiaries  and  each  of  their  directors  and officers,
executives  and  agents,  and  executive  benefit  plans and the fiduciaries and
agents  of  said  plans (collectively referred to as the "Corporate Group") from
any  and  all  claims,  demands,  actions,  liabilities  and  damages.

          I  UNDERSTAND  THAT  SIGNING  THIS  WAIVER AND RELEASE IS AN IMPORTANT
LEGAL  ACT.  I ACKNOWLEDGE THAT THE COMPANY HAS ADVISED ME IN WRITING TO CONSULT
AN  ATTORNEY  BEFORE  SIGNING THIS WAIVER AND RELEASE.  I UNDERSTAND THAT I HAVE
UNTIL  21  CALENDAR  DAYS AFTER THE DATE SHOWN ABOVE TO CONSIDER WHETHER TO SIGN
AND RETURN THIS WAIVER AND RELEASE TO THE COMPANY BY FIRST-CLASS MAIL OR BY HAND
DELIVERY  IN  ORDER  FOR  IT  TO  BE  EFFECTIVE.

          In  exchange  for  the  consideration  offered to me by the Agreement,
which  I  acknowledge  provides  consideration to which I would not otherwise be
entitled, I agree not to sue or file any charges of discrimination, or any other
action  or  proceeding  with  any  local,  state  and/or federal agency or court
regarding or relating in any way to the Company, and I knowingly and voluntarily
waive  all  claims  and  release  the  Corporate  Group from any and all claims,
demands,  actions,  liabilities,  and damages, whether known or unknown, arising
out  of  or  relating  in any way to the Corporate Group, except with respect to
rights  under  the  Agreement,  rights  under employee benefit plans or programs
other  than  those  specifically  addressed in the Agreement, and such rights or
claims  as  may  arise after the date this Waiver and Release is executed.  This
Waiver  and Release includes, but is not limited to, claims and causes of action
under:  Title  VII  of  the  Civil  Rights  Act  of  1964,  as  amended; the Age
Discrimination  in  Employment  Act of 1967, as amended; the Civil Rights Act of
1866,  as amended; the Civil Rights Act of 1991; the Americans with Disabilities
Act  of  1990;  the  Older Workers Benefit Protection Act of 1990; the Executive
Retirement Income Security Act of 1974, as amended; the Family and Medical Leave
Act of 1993; and/or contract, tort, defamation, slander, wrongful termination or
other  claims  or  any  other  state  or  federal  statutory  or  common  law.

          Should  any  of the provisions set forth in this Waiver and Release be
determined  to  be  invalid  by  a  court, agency or other tribunal of competent
jurisdiction,  it  is  agreed  that  such  determination  shall  not  affect the
enforceability  of  other  provisions  of  this  Waiver  and  Release.

          I acknowledge that this Waiver and Release and the Agreement set forth
the  entire  understanding and agreement between me and the Company or any other
member  of  the Corporate Group concerning the subject matter of this Waiver and
Release  and  supersede  any  prior  or  contemporaneous  oral  and/or  written
agreements  or  representations, if any, between me and the Company or any other
member  of  the  Corporate  Group.


                                      -6-
<PAGE>
          I understand that for a period of seven (7) calendar days following my
signing  this  Waiver and Release (the "Waiver Revocation Period"), I may revoke
my  acceptance  of the offer by delivering a written statement to the Company by
hand  or  by registered mail, addressed to the address for the Company specified
in  the  Agreement,  in  which  case  the  Waiver  and  Release  will not become
effective.  In the event I revoke my acceptance of this offer, the Company shall
have  no  obligation to provide me the consideration offered under the Agreement
to which I would not otherwise have been entitled.  I understand that failure to
revoke  my  acceptance  of  the  offer  within the Waiver Revocation Period will
result  in  this  Waiver  and  Release  being  permanent  and  irrevocable.

          I  acknowledge  that  I have read this Waiver and Release, have had an
opportunity  to  ask questions and have it explained to me and that I understand
that  this  Waiver and Release will have the effect of knowingly and voluntarily
waiving  any  action  I  might  pursue,  including  breach of contract, personal
injury,  retaliation,  discrimination  on  the basis of race, age, sex, national
origin  or  disability  and  any  other claims arising prior to the date of this
Waiver  and  Release.

          By  execution of this document, I do not waive or release or otherwise
relinquish any legal rights I may have which are attributable to or arise out of
acts,  omissions  or  events of the Company or any other member of the Corporate
Group  which  occur  after  the  date  of  execution of this Waiver and Release.


AGREED  TO  AND  ACCEPTED  this
___  day  of  _________,  ____.



______________________________
JON  C.  COLE


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