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                              EMPLOYMENT AGREEMENT
                              --------------------


     AGREEMENT by and between Transocean Offshore Deepwater Drilling Inc., a
Delaware corporation (the "Company"), Transocean Offshore Inc., a Cayman Islands
exempted company limited by shares (the "Parent"), and ___________________ (the
"Executive"), dated as of the 14th day of May, 1999.

     The Parent is the successor to Transocean Offshore Inc., a Delaware
corporation ("Transocean-Delaware"), as a result of the transactions
contemplated by the Agreement and Plan of Merger and Conversion between
Transocean-Delaware and Transocean Offshore (Texas) Inc. dated as of March 12,
1999.  This Agreement replaces a similar prior agreement between the Executive
and Transocean-Delaware, which prior agreement is superseded and revoked as of
the execution and effectiveness of this Agreement.  This Agreement will take
effect at 10:49 p.m. (Houston, Texas, time) on May 14, 1999.  The Boards of
Directors of the Company and the Parent (the "Boards") have determined that it
is in the best interests of the Company, the Parent and their shareholders to
assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below).  The Boards believe it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
which ensure that the compensation and benefits expectations of the Executive
will be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Boards have caused the
Company and the Parent to enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.  Certain Definitions.

     (a)  The "Effective Date" shall mean the first date during the Change of
          Control Period (as defined in Section 1(b)) on which a Change of
          Control (as defined in Section 2) occurs.  Anything in this Agreement
          to the contrary notwithstanding, if a Change of Control occurs and if
          the Executive's employment with the Company is terminated prior to the
          date on which the Change of Control occurs, and if it is reasonably
          demonstrated by the Executive that such termination of employment (i)
          was at the request of a third party who has taken steps reasonably
          calculated to effect a Change of Control or (ii) otherwise arose in
          connection with or anticipation of a Change of Control, then for all
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          purposes of this Agreement the "Effective Date" shall mean the date
          immediately prior to the date of such termination of employment.

     (b)  The "Change of Control Period" shall mean the period commencing on the
          date hereof and ending on the third anniversary of the date hereof;
          provided, however, that commencing on the date one year after the date
          hereof, and on each annual anniversary of such date (such date and
          each annual anniversary thereof shall be hereinafter referred to as
          the "Renewal Date"), unless previously terminated, the Change of
          Control Period shall be automatically extended so as to terminate
          three years from such Renewal Date, unless at least 60 days prior to
          the Renewal Date the Company shall give notice to the Executive that
          the Change of Control Period shall not be so extended.

2.   Change of Control.  For the purpose of this Agreement, a "Change of
     Control" shall mean:

     (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 Parent (the "Outstanding Parent Ordinary
          Shares") or (ii) the combined voting power of the then outstanding
          voting securities of the Parent entitled to vote generally in the
          election of directors (the "Outstanding Parent 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 Parent, (ii) any acquisition by the
          Parent, (iii) any acquisition by any employee benefit plan (or related
          trust) sponsored or maintained by the Parent or any corporation or
          other entity controlled by the Parent 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 2;
          or

     (b)  Individuals who, as of the date hereof, constitute the Board of the
          Parent (the "Incumbent Board") cease for any reason to constitute at
          least a majority of the Board of the Parent; provided, however, that
          for purposes of this Section 2 any individual becoming a director
          subsequent to the date hereof whose election, or nomination for
          election by the Parent'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 such individual
          whose initial assumption of office occurs as a result of an actual or
          threatened election contest with

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          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 Parent; 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 Parent (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 Parent Ordinary Shares and
          Outstanding Parent 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 Parent or all or substantially all of the
          Parent'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 Parent Ordinary
          Shares and Outstanding Parent 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 Parent 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 execution of the initial agreement, or of the action of the
          Board of the Parent, providing for such Business Combination; or

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

3.   Employment Period.  The Company hereby agrees to continue the Executive in
     its employ, and the Executive hereby agrees to remain in the employ of the
     Company subject to the terms and conditions of this Agreement, for the
     period

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     commencing on the Effective Date and ending on the third anniversary
     of such date (the "Employment Period").

4.  Terms of Employment.

     (a)  Position and Duties.

          (i)  During the Employment Period, (A) the Executive's position
               (including status, offices, titles and reporting requirements),
               authority, duties and responsibilities shall be at least
               commensurate in all material respects with the most significant
               of those held, exercised and assigned at any time during the 120-
               day period immediately preceding the Effective Date and (B) the
               Executive's services shall be performed at the location where the
               Executive was employed immediately preceding the Effective Date
               or any office or location less than 35 miles from such location.

          (ii) During the Employment Period, and excluding any periods of
               vacation and sick leave to which the Executive is entitled, the
               Executive agrees to devote reasonable attention and time during
               normal business hours to the business and affairs of the Company
               and, to the extent necessary to discharge the responsibilities
               assigned to the Executive hereunder, to use the Executive's
               reasonable best efforts to perform faithfully and efficiently
               such responsibilities.  During the Employment Period it shall not
               be a violation of this Agreement for the Executive to (A) serve
               on corporate, civic or charitable boards or committees, (B)
               deliver lectures, fulfill speaking engagements or teach at
               educational institutions and (C) manage personal investments, so
               long as such activities do not significantly interfere with the
               performance of the Executive's responsibilities as an employee of
               the Company in accordance with this Agreement.  It is expressly
               understood and agreed that, to the extent that any such
               activities have been conducted by the Executive prior to the
               Effective Date, the continued conduct of such activities (or the
               conduct of activities similar in nature and scope thereto)
               subsequent to the Effective Date shall not thereafter be deemed
               to interfere with the performance of the Executive's
               responsibilities to the Company.

     (b)  Compensation.

          (i)  Base Salary. During the Employment Period, the Executive shall
               receive an annual base salary ("Annual Base Salary"), which shall
               be paid at a monthly rate, at least equal to twelve times the
               highest

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               monthly base salary paid or payable, including any base salary
               which has been earned but deferred, to the Executive by the
               Company and its affiliated companies in respect of the twelve-
               month period immediately preceding the month in which the
               Effective Date occurs. During the Employment Period, the Annual
               Base Salary shall be reviewed no more than 12 months after the
               last salary increase awarded to the Executive prior to the
               Effective Date and thereafter at least annually. Any increase in
               Annual Base Salary shall not serve to limit or reduce any other
               obligation to the Executive under this Agreement. Annual Base
               Salary shall not be reduced after any such increase and the term
               Annual Base Salary as utilized in this Agreement shall refer to
               Annual Base Salary as so increased. As used in this Agreement,
               the term "affiliated companies" shall include any company
               controlled by, controlling or under common control with the
               Company.

          (ii) Annual Bonus.  In addition to Annual Base Salary, the Executive
               shall be awarded, for each fiscal year ending during the
               Employment Period, an annual bonus (the "Annual Bonus") in cash
               at least equal to the Executive's highest bonus under the
               Company's Performance Award and Cash Bonus Plan, or any
               comparable bonus under any predecessor or successor plan, for the
               last three full fiscal years prior to the Effective Date
               (annualized in the event that the Executive was not employed by
               the Company for the whole of such fiscal year) (the "Recent
               Annual Bonus"). Each such Annual Bonus shall be paid no later
               than the end of the third month of the fiscal year next following
               the fiscal year for which the Annual Bonus is awarded, unless the
               Executive shall elect to defer the receipt of such Annual Bonus.

          (iii)  Incentive, Savings and Retirement Plans.  During the Employment
               Period, the Executive shall be entitled to participate in all
               incentive, savings and retirement plans, practices, policies and
               programs applicable generally to other peer executives of the
               Company and its affiliated companies, but in no event shall such
               plans, practices, policies and programs provide the Executive
               with incentive opportunities (measured with respect to both
               regular and special incentive opportunities, to the extent, if
               any, that such distinction is applicable), savings opportunities
               and retirement benefit opportunities, in each case, less
               favorable, in the aggregate, than the most favorable of those
               provided by the Company and its affiliated companies for the
               Executive under such plans, practices, policies and programs as
               in effect at any time during the 120-day period immediately
               preceding the Effective Date or if more

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               favorable to the Executive, those provided generally at any time
               after the Effective Date to other peer executives of the Company
               and its affiliated companies.

          (iv) Welfare Benefit Plans.  During the Employment Period, the
               Executive and/or the Executive's family, as the case may be,
               shall be eligible for participation in and shall receive all
               benefits under welfare benefit plans, practices, policies and
               programs provided by the Company and its affiliated companies
               (including, without limitation, medical, prescription, dental,
               disability, employee life, group life, accidental death and
               travel accident insurance plans and programs) to the extent
               applicable generally to other peer executives of the Company and
               its affiliated companies, but in no event shall such plans,
               practices, policies and programs provide the Executive with
               benefits which are less favorable, in the aggregate, than the
               most favorable of such plans, practices, policies and programs in
               effect for the Executive at any time during the 120-day period
               immediately preceding the Effective Date or, if more favorable to
               the Executive, those provided generally at any time after the
               Effective Date to other peer executives of the Company and its
               affiliated companies.

          (v)  Expenses.  During the Employment Period, the Executive shall be
               entitled to receive prompt reimbursement for all reasonable
               expenses incurred by the Executive in accordance with the most
               favorable policies, practices and procedures of the Company and
               its affiliated companies in effect for the Executive at any time
               during the 120-day period immediately preceding the Effective
               Date or, if more favorable to the Executive, as in effect
               generally at any time thereafter with respect to other peer
               executives of the Company and its affiliated companies.

          (vi) Fringe Benefits.  During the Employment Period, the Executive
               shall be entitled to fringe benefits, including, without
               limitation, tax and financial planning services, payment of club
               dues, and, if applicable, use of an automobile and payment of
               related expenses, in accordance with the most favorable plans,
               practices, programs and policies of the Company and its
               affiliated companies in effect for the Executive at any time
               during the 120-day period immediately preceding the Effective
               Date or, if more favorable to the Executive, as in effect
               generally at any time thereafter with respect to other peer
               executives of the Company and its affiliated companies.

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          (vii)  Office and Support Staff. During the Employment Period, the
                 Executive shall be entitled to an office or offices of a size
                 and with furnishings and other appointments, and to exclusive
                 personal secretarial and other assistance, at least equal to
                 the most favorable of the foregoing provided to the Executive
                 by the Company and its affiliated companies at any time during
                 the 120-day period immediately preceding the Effective Date or,
                 if more favorable to the Executive, as provided generally at
                 any time thereafter with respect to other peer executives of
                 the Company and its affiliated companies.

          (viii) Vacation. During the Employment Period, the Executive shall be
                 entitled to paid vacation in accordance with the most favorable
                 plans, policies, programs and practices of the Company and its
                 affiliated companies as in effect for the Executive at any time
                 during the 120-day period immediately preceding the Effective
                 Date or, if more favorable to the Executive, as in effect
                 generally at any time thereafter with respect to other peer
                 executives of the Company and its affiliated companies.

5.  Termination of Employment.

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

     (b)  Cause.  The Company may terminate the Executive's employment during
          the Employment Period for Cause.  For purposes of this Agreement,
          "Cause" shall mean:

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          (i)  The willful and continued failure of the Executive to perform
               substantially the Executive's duties with the Company or one of
               its affiliates (other than any such failure resulting from
               incapacity due to physical or mental illness), after a written
               demand for substantial performance is delivered to the Executive
               by the Parent Board (as defined herein) or the Chief Executive
               Officer of the Company which specifically identifies the manner
               in which the Parent Board or Chief Executive Officer believes
               that the Executive has not substantially performed the
               Executive's duties; or

          (ii) The willful engaging by the Executive in illegal conduct or gross
               misconduct which is materially and demonstrably injurious to the
               Parent.

          For purposes of this provision, no act or failure to act, on the part
          of the Executive, shall be considered "willful" unless it is done, or
          omitted to be done, by the Executive in bad faith or without
          reasonable belief that the Executive's action or omission was in the
          best interests of the Company. Any act, or failure to act, based upon
          authority given pursuant to a resolution duly adopted by the Parent
          Board or upon the instructions of the Chief Executive Officer or a
          senior officer of the Company or Parent or based upon the advice of
          counsel for the Company or Parent shall be conclusively presumed to be
          done, or omitted to be done, by the Executive in good faith and in the
          best interests of the Company.  The cessation of employment of the
          Executive shall not be deemed to be for Cause unless and until there
          shall have been delivered to the Executive a copy of a resolution duly
          adopted by the affirmative vote of not less than three-quarters of the
          entire membership of the Parent Board at a meeting of the Parent Board
          called and held for such purpose (after reasonable notice is provided
          to the Executive and the Executive is given an opportunity, together
          with counsel, to be heard before the Parent Board), finding that, in
          the good faith opinion of the Parent Board, the Executive is guilty of
          the conduct described in subparagraph (i) or (ii) above, and
          specifying the particulars thereof in detail.  As used in this
          Section, "Parent Board" means the board of directors of the Parent,
          except that in the event that the Parent no longer owns 50% of the
          outstanding voting securities of the Company, then Parent Board shall
          mean the Board of Directors of the Company.

     (c)  Good Reason.  The Executive's employment may be terminated by the
          Executive for Good Reason.  For purposes of this Agreement, "Good
          Reason" shall mean:

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          (i)  The assignment to the Executive of any duties inconsistent in any
               respect with the Executive's position (including status, offices,
               titles and reporting requirements), authority, duties or
               responsibilities as contemplated by Section 4(a) of this
               Agreement, or any other action by the Company which results in a
               diminution in such position, authority, duties or
               responsibilities, excluding for this purpose an isolated,
               insubstantial and inadvertent action not taken in bad faith and
               which is remedied by the Company promptly after receipt of notice
               thereof given by the Executive;

          (ii) Any failure by the Company to comply with any of the provisions
               of Section 4(b) of this Agreement, other than an isolated,
               insubstantial and inadvertent failure not occurring in bad faith
               and which is remedied by the Company promptly after receipt of
               notice thereof given by the Executive;

          (iii) The Company's requiring the Executive to be based at any office
                or location other than as provided in Section 4(a)(i)(B) hereof
                or the Company's requiring the Executive to travel on Company
                business to a substantially greater extent than required
                immediately prior to the Effective Date;

          (iv) Any purported termination by the Company of the Executive's
               employment otherwise than as expressly permitted by this
               Agreement; or

          (v)  Any failure by the Company to comply with and satisfy Section
               11(c) of this Agreement.

          For purposes of this Section 5(c), any good faith determination of
          "Good Reason" made by the Executive shall be conclusive.  Anything in
          this Agreement to the contrary notwithstanding, a termination by the
          Executive for any reason during the 30-day period immediately
          following the first anniversary of the Effective Date shall be deemed
          to be a termination for Good Reason for all purposes of this
          Agreement.

     (d)  Notice of Termination.  Any termination by the Company for Cause, or
          by the Executive for Good Reason, shall be communicated by Notice of
          Termination to the other party hereto given in accordance with Section
          12(b) of this Agreement.  For purposes of this Agreement, a "Notice of
          Termination" means a written notice which (i) indicates the specific
          termination provision in this Agreement relied upon, (ii) to the
          extent applicable, sets forth in reasonable detail the facts and
          circumstances claimed to provide a basis for termination of the
          Executive's employment under the provision so indicated and (iii) if
          the Date of Termination (as

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          defined below) is other than the date of receipt of such notice,
          specifies the termination date (which date shall be not more than
          thirty days after the giving of such notice). The failure by the
          Executive or the Company to set forth in the Notice of Termination any
          fact or circumstance which contributes to a showing of Good Reason or
          Cause shall not waive any right of the Executive or the Company,
          respectively, hereunder or preclude the Executive or the Company,
          respectively, from asserting such fact or circumstance in enforcing
          the Executive's or the Company's rights hereunder.

     (e)  Date of Termination. "Date of Termination" means (i) if the
          Executive's employment is terminated by the Company for Cause, or by
          the Executive for Good Reason, the date of receipt of the Notice of
          Termination or any later date specified therein, as the case may be,
          (ii) if the Executive's employment is terminated by the Company other
          than for Cause or Disability, the Date of Termination shall be the
          date on which the Company notifies the Executive of such termination
          and (iii) if the Executive's employment is terminated by reason of
          death or Disability, the Date of Termination shall be the date of
          death of the Executive or the Disability Effective Date, as the case
          may be.

6.  Obligations of the Company upon Termination.

     (a)  Good Reason; Other Than for Cause, Death or Disability.  If, during
          the Employment Period, the Company shall terminate the Executive's
          employment other than for Cause or Disability or the Executive shall
          terminate employment for Good Reason:

          (i)  The Company shall pay to the Executive in a lump sum in cash
               within 30 days after the Date of Termination the aggregate of the
               following amounts:

               A.   The sum of (1) the Executive's Annual Base Salary through
                    the Date of Termination to the extent not theretofore paid,
                    (2) the product of (x) the higher of (i) the Recent Annual
                    Bonus and (ii) the Annual Bonus paid or payable, including
                    any bonus or portion thereof which has been earned but
                    deferred (and annualized for any fiscal year consisting of
                    less than twelve full months or during which the Executive
                    was employed for less than twelve full months), for the most
                    recently completed fiscal year during the Employment Period,
                    if any (such higher amount being referred to as the "Highest
                    Annual Bonus") and (y) a fraction, the numerator of which is
                    the number of days in the current fiscal year

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                    through the Date of Termination, and the denominator of
                    which is 365 and (3) any compensation previously deferred by
                    the Executive (together with any accrued interest or
                    earnings thereon) and any accrued vacation pay, in each case
                    to the extent not theretofore paid (the sum of the amounts
                    described in clauses (1), (2), and (3) shall be hereinafter
                    referred to as the "Accrued Obligations"); and

               B.   The amount equal to the product of (1) three and (2) the sum
                    of (x) the Executive's Annual Base Salary and (y) the
                    Highest Annual Bonus; and

               C.   An amount equal to the excess of (a) the actuarial
                    equivalent of the benefit under the Company's qualified
                    defined benefit retirement plan (the "Retirement Plan")
                    (utilizing actuarial assumptions no less favorable to the
                    Executive than those in effect under the Company's
                    Supplemental Retirement Plan immediately prior to the
                    Effective Date and assuming benefits commence at age 65),
                    and any excess or supplemental retirement plan in which the
                    Executive participates (together, the "SERP") which the
                    Executive would receive if the Executive's employment
                    continued for three years after the Date of Termination
                    assuming for this purpose that all accrued benefits are
                    fully vested, and, assuming that the Executive's
                    compensation in each of the three years is that required by
                    Section 4(b)(i) and Section 4(b)(ii), over (b) the actuarial
                    equivalent of the Executive's actual benefit (paid or
                    payable), if any, under the Retirement Plan and the SERP as
                    of the Date of Termination;

          (ii) Should the Executive move his residence in order to pursue other
               business opportunities within three years of the Date of
               Termination (or until his normal retirement date, whichever is
               sooner), the Company shall reimburse him for any expenses
               incurred in that relocation (including taxes payable on the
               reimbursement) which are not reimbursed by another employer;
               provided, however, that the Executive shall be entitled to such
               reimbursement with respect to only one such relocation, the
               Executive shall be entitled to specify the relocation for which
               reimbursement hereunder is to be made.  Benefits under this
               provision will include the assistance, at no cost to the
               Executive, in selling his home and other assistance which was
               customarily provided to executives transferred within the Company
               or between the Company and its affiliated companies prior to the
               Effective Date;

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          (iii) For three years after the Executive's Date of Termination, or
                such longer period as may be provided by the terms of the
                appropriate plan, program, practice or policy, the Company shall
                continue benefits to the Executive and/or the Executive's family
                at least equal to those which would have been provided to them
                in accordance with the plans, programs, practices and policies
                described in Section 4(b)(iv) of this Agreement if the
                Executive's employment had not been terminated or, if more
                favorable to the Executive, as in effect generally at any time
                thereafter with respect to other peer executives of the Company
                and its affiliated companies and their families, provided,
                however, that if the Executive becomes reemployed with another
                employer and is eligible to receive medical or other welfare
                benefits under another employer provided plan, the medical and
                other welfare benefits described herein shall be secondary to
                those provided under such other plan during such applicable
                period of eligibility. For purposes of determining eligibility
                (but not the time of commencement of benefits) of the Executive
                for retiree benefits pursuant to such plans, practices, programs
                and policies, the Executive shall be considered to have remained
                employed until three years after the Date of Termination and to
                have retired on the last day of such period;

          (iv) The Company shall, at its sole expense as incurred, provide the
               Executive with outplacement services the scope and provider of
               which shall be selected by the Executive in his sole discretion;
               and

          (v)  To the extent not theretofore paid or provided, the Company shall
               timely pay or provide to the Executive any other amounts or
               benefits required to be paid or provided or which the Executive
               is eligible to receive under any plan, program, policy or
               practice or contract or agreement of the Company and its
               affiliated companies (such other amounts and benefits shall be
               hereinafter referred to as the "Other Benefits").

     (b)  Death.  If the Executive's employment is terminated by reason of the
          Executive's death during the Employment Period, this Agreement shall
          terminate without further obligations to the Executive's legal
          representatives under this Agreement, other than for payment of
          Accrued Obligations and the timely payment or provision of Other
          Benefits. Accrued Obligations shall be paid to the Executive's estate
          or beneficiary,

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          as applicable, in a lump sum in cash within 30 days of the Date of
          Termination. With respect to the provision of Other Benefits, the term
          Other Benefits as utilized in this Section 6(b) shall include, without
          limitation, and the Executive's estate and/or beneficiaries shall be
          entitled to receive, benefits at least equal to the most favorable
          benefits provided by the Company and affiliated companies to the
          estates and beneficiaries of peer executives of the Company and such
          affiliated companies under such plans, programs, practices and
          policies relating to death benefits, if any, as in effect with respect
          to other peer executives and their beneficiaries at any time during
          the 120-day period immediately preceding the Effective Date or, if
          more favorable to the Executive's estate and/or the Executive's
          beneficiaries, as in effect on the date of the Executive's death with
          respect to other peer executives of the Company and its affiliated
          companies and their beneficiaries.

     (c)  Disability.  If the Executive's employment is terminated by reason of
          the Executive's Disability during the Employment Period, this
          Agreement shall terminate without further obligations to the
          Executive, other than for payment of Accrued Obligations and the
          timely payment or provision of Other Benefits.  Accrued Obligations
          shall be paid to the Executive in a lump sum in cash within 30 days of
          the Date of Termination.  With respect to the provision of Other
          Benefits, the term Other Benefits as utilized in this Section 6(c)
          shall include, and the Executive shall be entitled after the
          Disability Effective Date to receive, disability and other benefits at
          least equal to the most favorable of those generally provided by the
          Company and its affiliated companies to disabled executives and/or
          their families in accordance with such plans, programs, practices and
          policies relating to disability, if any, as in effect generally with
          respect to other peer executives and their families at any time during
          the 120-day period immediately preceding the Effective Date or, if
          more favorable to the Executive and/or the Executive's family, as in
          effect at any time thereafter generally with respect to other peer
          executives of the Company and its affiliated companies and their
          families.

     (d)  Cause; Other than for Good Reason.  If the Executive's employment
          shall be terminated for Cause during the Employment Period, this
          Agreement shall terminate without further obligations to the Executive
          other than the obligation to pay to the Executive (x) his Annual Base
          Salary through the Date of Termination, (y) the amount of any
          compensation previously deferred by the Executive, and (z) Other
          Benefits, in each case to the extent theretofore unpaid.  If the
          Executive voluntarily terminates employment during the Employment
          Period, excluding a termination for Good Reason, this Agreement shall
          terminate without further obligations to the Executive, other than for
          Accrued Obligations and the timely payment or provision of Other
          Benefits.  In such case, all Accrued Obligations shall be paid to the
          Executive in a lump sum in cash within 30 days of the Date of
          Termination.

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<PAGE>

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

8.   Full Settlement. The Company's obligation to make the payments provided for
     in this Agreement and otherwise to perform its obligations hereunder shall
     not be affected by any set-off, counterclaim, recoupment, defense or other
     claim, right or action which the Company or its affiliated companies may
     have against the Executive or others. In no event shall the Executive be
     obligated to seek other employment or take any other action by way of
     mitigation of the amounts payable to the Executive under any of the
     provisions of this Agreement and such amounts shall not be reduced whether
     or not the Executive obtains other employment. The Company agrees to pay as
     incurred, to the full extent permitted by law, all legal fees and expenses
     which the Executive may reasonably incur as a result of any contest
     (regardless of the outcome thereof) by the Company, the Executive or others
     of the validity or enforceability of, or liability under, any provision of
     this Agreement or any guarantee of performance thereof (including as a
     result of any contest by the Executive about the amount of any payment
     pursuant to this Agreement), plus in each case interest on any delayed
     payment at the applicable Federal rate provided for in Section
     7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the
     "Code").

9.  Certain Additional Payments by the Company.

    (a)   Anything in this Agreement to the contrary notwithstanding and except
          as set forth below, in the event it shall be determined that any
          payment or distribution by the Company, the Parent and any affiliated
          company to or for the benefit of the Executive (whether paid or
          payable or distributed or distributable pursuant to the terms of this
          Agreement or otherwise, but determined without regard to any
          additional payments required under this Section 9) (a "Payment") would
          be subject to the excise tax imposed by Section 4999 of the Code or
          any interest or penalties are incurred by the Executive with respect
          to such excise tax (such excise tax, together with

                                       14
<PAGE>

          any such interest and penalties, are hereinafter collectively referred
          to as the "Excise Tax"), then the Executive shall be entitled to
          receive an additional payment (a "Gross-Up Payment") in an amount such
          that after payment by the Executive of all taxes (including any
          interest or penalties imposed with respect to such taxes), including,
          without limitation, any income taxes (and any interest and penalties
          imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
          Payment, the Executive retains an amount of the Gross-Up Payment equal
          to the Excise Tax imposed upon the Payments. Notwithstanding the
          foregoing provisions of this Section 9(a), if it shall be determined
          that the Executive is entitled to a Gross-Up Payment, but that the
          Payments do not exceed 110% of the greatest amount (the "Reduced
          Amount") that could be paid to the Executive such that the receipt of
          Payments would not give rise to any Excise Tax, then no Gross-Up
          Payment shall be made to the Executive and the Payments, in the
          aggregate, shall be reduced to the Reduced Amount.

     (b)  Subject to the provisions of Section 9(c), all determinations required
          to be made under this Section 9, including whether and when a Gross-Up
          Payment is required and the amount of such Gross-Up Payment, and the
          assumptions to be utilized in arriving at such determination, shall be
          made by Ernst & Young, L.L.P. or such other certified public
          accounting firm as may be designated by the Executive (the "Accounting
          Firm") which shall provide detailed supporting calculations both to
          the Company and the Executive within 15 business days of the receipt
          of notice from the Executive that there has been a Payment, or such
          earlier time as is requested by the Company.  In the event that the
          Accounting Firm is serving as accountant or auditor for the
          individual, entity or group effecting the Change of Control, the
          Executive shall appoint another nationally recognized accounting firm
          to make the determinations required hereunder (which accounting firm
          shall then be referred to as the Accounting Firm hereunder).  All fees
          and expenses of the Accounting Firm shall be borne solely by the
          Company.  Any Gross-Up Payment, as determined pursuant to this Section
          9, shall be paid by the Company to the Executive within five days of
          the receipt of the Accounting Firm's determination.  Any determination
          by the Accounting Firm shall be binding upon the Company and the
          Executive.  As a result of the uncertainty in the application of
          Section 4999 of the Code at the time of the initial determination by
          the Accounting Firm hereunder, it is possible that Gross-Up Payments
          which will not have been made by the Company should have been made
          ("Underpayment") consistent with the calculations required to be made
          hereunder.  In the event that the Company exhausts its remedies
          pursuant to Section 9(c) and the Executive thereafter is required to
          make a payment of any Excise Tax, the Accounting Firm shall determine
          the amount of the Underpayment that

                                       15
<PAGE>

          has occurred and any such Underpayment shall be promptly paid by the
          Company to or for the benefit of the Executive.

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

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

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

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

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

          provided, however, that the Company shall bear and pay directly all
          costs and expenses (including additional interest and penalties)
          incurred in connection with such contest and shall indemnify and hold
          the Executive harmless, on an after-tax basis, for any Excise Tax or
          income tax (including interest and penalties with respect thereto)
          imposed as a result of such representation and payment of costs and
          expenses.  Without limitation on the foregoing provisions of this
          Section 9(c), the Company shall control all proceedings taken in
          connection with such contest and, at its sole option, may pursue or
          forgo any and all administrative appeals, proceedings, hearings and
          conferences with the taxing authority in respect of such claim and
          may, at its sole option, either direct the Executive to pay the tax
          claimed and sue for a refund or contest the claim in any permissible
          manner, and the Executive agrees to prosecute such

                                       16
<PAGE>

          contest to a determination before any administrative tribunal, in a
          court of initial jurisdiction and in one or more appellate courts, as
          the Company shall determine; provided, however, that if the Company
          directs the Executive to pay such claim and sue for a refund, the
          Company shall advance the amount of such payment to the Executive, on
          an interest-free basis and shall indemnify and hold the Executive
          harmless, on an after-tax basis, from any Excise Tax or income tax
          (including interest or penalties with respect thereto) imposed with
          respect to such advance or with respect to any imputed income with
          respect to such advance; and further provided that any extension of
          the statute of limitations relating to payment of taxes for the
          taxable year of the Executive with respect to which such contested
          amount is claimed to be due is limited solely to such contested
          amount. Furthermore, the Company's control of the contest shall be
          limited to issues with respect to which a Gross-Up Payment would be
          payable hereunder and the Executive shall be entitled to settle or
          contest, as the case may be, any other issue raised by the Internal
          Revenue Service or any other taxing authority.

     (d)  If, after the receipt by the Executive of an amount advanced by the
          Company pursuant to Section 9(c), the Executive becomes entitled to
          receive any refund with respect to such claim, the Executive shall
          (subject to the Company's complying with the requirements of Section
          9(c)) promptly pay to the Company the amount of such refund (together
          with any interest paid or credited thereon after taxes applicable
          thereto).  If, after the receipt by the Executive of an amount
          advanced by the Company pursuant to Section 9(c), a determination is
          made that the Executive shall not be entitled to any refund with
          respect to such claim and the Company does not notify the Executive in
          writing of its intent to contest such denial of refund prior to the
          expiration of 30 days after such determination, then such advance
          shall be forgiven and shall not be required to be repaid and the
          amount of such advance shall offset, to the extent thereof, the amount
          of Gross-Up Payment required to be paid.

10.  Confidential Information.  The Executive shall hold in a fiduciary capacity
     for the benefit of the Company all secret or confidential information,
     knowledge or data relating to the Company or any of its affiliated
     companies, and their respective businesses, which shall have been obtained
     by the Executive during the Executive's employment by the Company or any of
     its affiliated companies and which shall not be or become public knowledge
     (other than by acts by the Executive or representatives of the Executive in
     violation of this Agreement). After termination of the Executive's
     employment with the Company, the Executive shall not, without the prior
     written consent of the Company or as may otherwise be required by law or
     legal process, communicate or divulge any such information, knowledge or
     data to anyone other than the Company and those designated by it.  In no
     event shall an asserted violation of the provisions of this

                                       17
<PAGE>

     Section 10 constitute a basis for deferring or withholding any amounts
     otherwise payable to the Executive under this Agreement.

11.  Successors.

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

     (b)  This Agreement shall inure to the benefit of and be binding upon the
          Company and the Parent and their respective successors and assigns.

     (c)  The Company and the Parent will require any successor (whether direct
          or indirect, by purchase, merger, consolidation or otherwise) to all
          or substantially all of the business and/or assets of the Company or
          the Parent to assume expressly and agree to perform this Agreement in
          the same manner and to the same extent that the Company or the Parent
          would be required to perform it if no such succession had taken place.
          As used in this Agreement, "Company" and "Parent" shall mean the
          Company and the Parent as hereinbefore defined and any respective
          successor to its business and/or assets as aforesaid which assumes and
          agrees to perform this Agreement by operation of law, or otherwise.

12.  Miscellaneous.

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

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

          If to the Executive:


                                       18
<PAGE>

          If to the Company:

          Transocean Offshore Deepwater Drilling Inc.
          4 Greenway Plaza
          Houston, Texas  77046

          Attention:  General Counsel

          If to the Parent:

          Transocean Offshore Inc.
          4 Greenway Plaza
          Houston, Texas  77046

          Attention:  General Counsel

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

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

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

     (e)  The Executive's or the Company's failure to insist upon strict
          compliance with any provision of this Agreement or the failure to
          assert any right the Executive or the Company may have hereunder,
          including, without limitation, the right of the Executive to terminate
          employment for Good Reason pursuant to Section 5(c)(i)-(v) of this
          Agreement, shall not be deemed to be a waiver of such provision or
          right or any other provision or right of this Agreement.

     (f)  The Executive and the Company acknowledge that, except as may
          otherwise be provided under any other written agreement between the
          Executive and the Company, the employment of the Executive by the
          Company is "at will" and, subject to Section 1(a) hereof, prior to the
          Effective Date, the Executive's employment and/or this Agreement may
          be terminated by either the Executive or the Company at any time prior
          to the

                                       19
<PAGE>

          Effective Date, in which case the Executive shall have no further
          rights under this Agreement. From and after the Effective Date, this
          Agreement shall supersede any other agreement between the parties with
          respect to the subject matter hereof.

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

                                       20
<PAGE>

     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from their respective Boards of Directors,
the Parent and the Company have caused these presents to be executed in their
name on their behalf, all as of the day and year first above written.



                                             ----------------------------------
                                             [Executive]


                                             TRANSOCEAN OFFSHORE INC.



                                             By:
                                                --------------------------------


                                             TRANSOCEAN OFFSHORE
                                             DEEPWATER DRILLING INC.



                                             By:
                                                --------------------------------

                                       21