EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  by  and  among R&B Falcon
Corporation,  a  Delaware  corporation  ("RBF"), R&B Falcon Management Services,
Inc.,  a  wholly  owned  subsidiary  of  RBF  (the "Company"), and Jan Rask (the
"Executive"),  dated  this  15th day of July, 2002, but effective as of July 16,
2002  (the  "Effective  Date").

     WHEREAS,  RBF  and the Company desire to induce the Executive to enter into
an  employment arrangement with RBF and the Company in order to have the benefit
of  the  Executive's  services from and after the Effective Date and the Company
has  agreed  to  provide  compensation  and  benefits  to  the  Executive  in
consideration  of  the  Executive's agreement to become employed by the Company;
and

     WHEREAS, the Executive desires to enter into an employment arrangement with
RBF  and  the Company and to perform services for the Company and serve as Chief
Executive  Officer  and  President  of  RBF  for  the  compensation and benefits
described  herein;  and

     WHEREAS,  it  is anticipated that RBF will transfer its deep-water business
to  one  or more subsidiaries of Transocean Inc. and seek to effect a registered
public  offering  of common stock of RBF, in which it is currently expected that
Transocean  Inc.  and  its  subsidiaries  will be the sole seller of shares; and

     NOW,  THEREFORE, in consideration of the promises, terms and provisions set
forth  herein,  and  other  good  and  valuable  consideration,  the receipt and
sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:

1.   Employment Period

     The  Company hereby agrees to employ the Executive and the Executive hereby
accepts  such employment, subject to the terms and conditions of this Agreement,
for  the  period  commencing  on  the  Effective  Date  and  ending on the third
anniversary  of  the Effective Date (the "Initial Term").  The Initial Term (and
each  subsequent  Renewal Term (defined herein)) shall be extended automatically
for  an  additional one (1)-year period (a "Renewal Term") unless written notice
that this Agreement will not be renewed is given by either party to the other at
least  six (6) months prior to the expiration of the Initial Term or any Renewal
Term  (collectively,  the Initial Term and any Renewal Term shall be referred to
as  the  "Employment  Period").

2.   Terms of Employment

     (a)  Duties. During the Employment Period, the Executive shall serve in the
          capacity  of  Chief Executive Officer and President of RBF. During the
          Employment  Period,  and  excluding  any  periods of vacation and sick
          leave  to  which  the  Executive  is entitled, the Executive agrees to
          devote  reasonable  attention and time during normal business hours to
          the  business  and  affairs  of the Company and RBF and, to the extent
          necessary  to discharge the responsibilities assigned to the Executive
          under this Agreement and reasonable duties, consistent with and normal


<PAGE>
          for  the position, given to the Executive by the Board of Directors of
          RBF (the "Board") from time to time, to use the Executive's reasonable
          best  efforts  to  perform  faithfully  and  efficiently  such
          responsibilities.  During  the  Employment  Period,  it shall not be a
          violation  of  this  Agreement  for  the  Executive  to  (i)  serve on
          corporate,  civic  or  charitable  boards or committees, provided that
          such  service has been approved by the Board, (ii) deliver lectures or
          fulfill speaking engagements and (iii) manage personal investments, so
          long  as  all such activities described in clauses (i), (ii) and (iii)
          do not significantly interfere with the performance of the Executive's
          responsibilities  as  the  Chief  Executive  Officer  and President in
          accordance  with  this  Agreement.

     (b)  Compensation.  The  Executive  shall  be  entitled  to  receive  the
compensation  set  forth  below  in  consideration  for  his services during the
Employment  Period.

          (i)  Base  Salary.  The  Executive shall receive an annual base salary
               -----------
               ("Annual  Base  Salary"), of five hundred thirty thousand dollars
               ($530,000),  which  shall  be  paid  to  the  Executive  in equal
               semi-monthly  installments  throughout  the year, consistent with
               normal  payroll  practices  of the Company. During the Employment
               Period,  the  Annual  Base  Salary  shall  be  reviewed  at least
               annually.  Any  increase in Annual Base Salary shall not serve to
               limit  or reduce any other obligation to the Executive under this
               Agreement. Annual Base Salary shall not be reduced after any such
               increase,  and  the  term  Annual Base Salary as utilized in this
               Agreement  shall  refer  to  Annual  Base Salary as so increased.

          (ii) Bonus.  The  Executive  may receive an annual discretionary bonus
               -----
               (the  "Bonus") that is (A) based on the terms and conditions of a
               bonus  plan  adopted  for  similarly  situated executives and (B)
               subject to the attainment of certain performance objectives, such
               performance  objectives  and  their  achievement to be determined
               annually by the Board, in its sole discretion. The Bonus shall be
               payable upon determination by the Board of Executive's percentage
               achievement  of the performance targets established by the Board.
               The  Bonus  shall  be  calculated  by multiplying the Executive's
               percentage  of  attained  objectives  times  an amount equal to a
               percentage  of  the  Executive's  Annual  Base  Salary  for  the
               respective  year  as established by the Board (the "Annual Target
               Bonus");  provided  that,  for each year of the Initial Term, the
               Annual  Target  Bonus shall be no less than seventy percent (70%)
               of  the  Executive's  Annual  Base  Salary.  Notwithstanding  the
               foregoing, if the Executive is eligible for a Bonus for a partial
               calendar  year  of  employment,  the amount of the Bonus shall be
               prorated  and calculated based on the Annual Base Salary actually
               received  by  the  Executive  for  such  partial calendar year of
               employment.

         (iii) IPO  Option.  Effective  as  of  the  closing date of the first
               -----------
               registered  underwritten  public  offering  completed  after  the
               Effective  Date  to purchase common stock of RBF ("Common Stock")
               (the  "IPO"),  the


                                      -2-
<PAGE>
               Executive  shall,  if  he  is  then employed hereunder, receive a
               non-qualified  option  to  purchase  two  percent  (2%)  of  the
               aggregate  number  of the then outstanding shares of Common Stock
               of  all  classes;  provided  that  the  option shall be solely to
               purchase  the same class of shares purchased by the public in the
               IPO  which  currently is expected to be Class A Common Stock (the
               "Public  Common Stock") (it being understood that Transocean Inc.
               and  its  subsidiaries  are  currently  expected  to hold Class B
               Common  Stock  which  will,  among  other  things, be entitled to
               voting  rights  at  least  five  (5) times as great as the voting
               rights  of  the  Public  Common  Stock)  (the  "IPO Option"). The
               exercise  price  of the IPO Option shall be equal to the price to
               the  public of the Public Common Stock sold (or other class sold)
               in  the  IPO on the closing date of the IPO (the "IPO Date"). The
               IPO  Option  shall  be  subject  to  (A)  expiration on the tenth
               anniversary  of  the  IPO  Date or, if earlier, 90 days after the
               Executive's  Date  of  Termination (as defined in Section 3(g) or
               Section  4(b))  and  (B)  incremental  exercisability  of the IPO
               Option  at  the  rate  of  thirty-three  and  one-third  percent
               (33 1/3%) of the shares subject to the IPO Option per year on the
               first  (1st),  second  (2nd) and third (3rd) anniversaries of the
               IPO  Date  so  that cumulatively after the end of the third (3rd)
               anniversary  of  the  IPO Date, one hundred percent (100%) of the
               IPO  Option  shall  be  exercisable.  The  Executive  must  be in
               continuous  employment with RBF and the Company from the IPO Date
               through  the  date of exercisability of each installment in order
               for  the  IPO  Option  to  become  exercisable  with  respect  to
               additional shares on each such date, except as otherwise provided
               in  this  Agreement.  The  IPO  Option shall be subject to (A) an
               employee stock option plan to be adopted by RBF ("Stock Incentive
               Plan"),  (B)  a  stock  option  award  document  containing terms
               consistent  with  the  foregoing  and  (C)  such  other  terms,
               consistent  with  the  foregoing,  to  be  established  by  the
               administrative committee of such Stock Incentive Plan, including,
               but  not  limited to, any restrictions on the Executive's ability
               to  sell,  transfer  or  dispose of shares of Public Common Stock
               acquired  upon  exercise of the IPO Option following the IPO Date
               or  the  date of any underwritten registration of the offering of
               the  Public  Common  Stock.

               Further,  without  limiting the generality of any other provision
               hereof,  nothing  in  this  Agreement shall limit or restrict RBF
               from  (A)  taking any action in connection with the separation of
               its  shallow-water  from  its  deep-water  business  on the terms
               determined by Transocean Inc. (including, without limitation, the
               dividend  or  other  transfer  of  deep-water related assets from
               RBF),  (B)  entering  into  any arrangement (including separation
               arrangements,  corporate  governance  arrangements,  tax  sharing
               arrangements, registration rights agreements, transition services
               agreements,  all  of  which  may  be  on  the  terms specified by
               Transocean  Inc.),  (C)  amending  the  Charter, Bylaws and other
               governing  documents  to  provide  for,  among  other  things,
               protections for Transocean Inc. and granting it consent and other
               rights  not  available  to  other shareholders,


                                      -3-
<PAGE>
               (D)  effecting the sale of securities to Transocean Inc. on terms
               that Transocean Inc. determines, (E) varying the terms of the IPO
               from  those  described  herein, or (F) restricting the ability of
               RBF  to  compete  with  Transocean  Inc.,  it  being specifically
               understood  by  the  parties  hereto  that any of such actions or
               other  actions taken by RBF in connection with any IPO (including
               the  decision  not  to  effect  the  IPO),  restructuring,  any
               disposition  transactions  or otherwise shall not constitute Good
               Reason, as defined in Section 4(b), or otherwise a breach of this
               Agreement.

          (iv) IPO  Restricted  Stock.  If  the Executive is employed on the IPO
               ---------------------
               Date  he  shall  receive  as  of that date a number of restricted
               shares  of Public Common Stock (the "IPO Restricted Stock") equal
               to  the quotient obtained by dividing the Incentive Amount by the
               IPO  Price  Per  Share.

               The  IPO  Restricted  Stock shall contain forfeiture restrictions
               that  shall  lapse  on  the  third  anniversary  of the IPO Date,
               subject to the Executive's continuous employment with RBF and the
               Company  through that date. The Restricted Stock shall be awarded
               subject  to  (A) the Stock Incentive Plan, (B) a restricted stock
               award  document  containing  terms consistent with the foregoing,
               and  (C)  such  other terms, consistent with the foregoing, to be
               established  by  the  administrative  committee  of  such  Stock
               Incentive  Plan.

               For  purposes  of  this Agreement, the following terms shall have
               the  meanings  indicated:

               "Estimate  Date"  shall  mean  the  first to occur of (A) the IPO
               Date,  (B)  the closing date of a Whole Company Sale (C) the date
               the Executive gives notice of an Approved Termination pursuant to
               Section  3(a)(i),  or  (D)  90 days after the Date of Termination
               without  Cause  pursuant  to  Section  3(e).

               "Incentive  Amount"  shall  mean  the  excess,  if  any,  of  (A)
               $9,387,000  multiplied  by  the  Adjustment  Ratio,  over  (B)
               $1,043,000.

               "IPO  Price  Per Share" shall mean the price to the public of the
               Public  Common  Stock  sold  in  the  IPO  on  the  IPO  Date.

               "Adjustment  Ratio"  shall  mean  the quotient (calculated to the
               nearest five decimal places) obtained by dividing (A) the excess,
               if  any  of (I) the Index Value as of the Estimate Date over (II)
               the Index Value as of Effective Date by (B) the Index Value as of
               the  Effective  Date.

               "Applicable  Stock" shall mean the common stock (or equivalent in
               the  event  of  a  noncorporate entity) of each of the following:
               Pride  International,  Inc.,  Ensco  International  Incorporated,
               Patterson-UTI


                                      -4-
<PAGE>
               Energy,  Inc., Rowan Companies, Inc. and Grey Wolf, Inc. (each of
               such  companies  being  referred  to  as  an  "Issuer").

               "Market  Capitalization"  on  any day shall mean, with respect to
               any Applicable Stock, the product obtained by multiplying (a) the
               Market  Value  of  such  Applicable  Stock on such day by (b) the
               number  of  outstanding  shares  of  all Applicable Stock as last
               reported in a filing with the Securities and Exchange Commission.

               "Index  Value"  on  any  day  shall  mean  the  sum of the Market
               Capitalization  of  the  Applicable Stocks on such day (i.e., the
               sum  of  the  Market  Capitalization of the common stock of Pride
               International, Inc., plus the Market Capitalization of the common
               stock  of  Ensco  International  Incorporated,  plus  the  Market
               Capitalization of the common stock of Patterson-UTI Energy, Inc.,
               plus  the  Market  Capitalization  of  the  common stock of Rowan
               Companies,  Inc.,  plus  the  Market Capitalization of the common
               stock  of  Grey  Wolf,  Inc.) divided by the sum of the number of
               outstanding  shares of all Applicable Stock as last reported in a
               filing  with  the  Securities  and  Exchange  Commission.

               "Market  Value" of any Applicable Stock on any day shall mean the
               average  of the high and low reported sales prices regular way of
               a  share  of  such Applicable Stock on such day (if such day is a
               Trading Day, and if such day is not a Trading Day, on the Trading
               Day  immediately preceding such day) or, in case no such reported
               sale takes place on such Trading Day, the average of the reported
               closing  bid  and  asked  prices  regular  way of a share of such
               Applicable  Stock  on such Trading Day, in either case on the New
               York  Stock  Exchange  or, if the shares of such Applicable Stock
               are  not  quoted  on  the New York Stock Exchange on such Trading
               Day,  on  the  Nasdaq  National  Market, or if the shares of such
               Applicable  Stock are not quoted on the Nasdaq National Market on
               such Trading Day, the average of the closing bid and asked prices
               of  a  share  of  such  Applicable  Stock in the over-the-counter
               market  on  such  Trading  Day as furnished by any New York Stock
               Exchange  member firm selected by RBF, or if such closing bid and
               asked  prices  are  not made available by any such New York Stock
               Exchange  member  firm  on  such  Trading  Day (including without
               limitation  because  such  Applicable  Stock is not publicly held
               (whether  because  an  Issuer  of  such Applicable Stock has been
               acquired  by  a  third  party  in  an  acquisition  (an  "Issuer
               Acquisition")  or otherwise) or because such Applicable Stock has
               been  reclassified,  converted or exchanged into cash, securities
               or  other  property),  the  market  value  of  a  share  of  such
               Applicable  Stock  as determined by the Board of Directors of the
               Company;  provided  that  (a)  the "Market Value" of any share of
               Applicable Stock on any day prior to the "ex" date or any similar
               date  for  any  dividend  or distribution paid or to be paid with
               respect  to  the  Applicable  Stock  shall be reduced by the fair
               market  value  of  the  per  share


                                      -5-
<PAGE>
               amount  of  such  dividend  or  distribution as determined by the
               Board  of  Directors of the Company and (b) the "Market Value" of
               any  share  of  Applicable  Stock  on  any  day  prior to (i) the
               effective  date  of any subdivision (by stock split or otherwise)
               or  combination  (by  reverse  stock  split  or  otherwise)  of
               outstanding  shares  of Applicable Stock or (ii) the "ex" date or
               any similar date for any dividend or distribution with respect to
               the  Applicable  Stock in shares of the Applicable Stock shall be
               appropriately adjusted as determined by the Board of Directors of
               the Company to reflect such subdivision, combination, dividend or
               distribution.  In the case of an Issuer Acquisition such Issuer's
               Applicable  Stock  shall  be  removed  from  the determination of
               Market  Value  for both the Effective Date and the Estimate Date;
               provided,  however,  that  if there occurs an aggregate of two or
               more  of  any  combination  of  Issuer Acquisitions (excluding an
               Issuer  Acquisition  in  which  an  Issuer is acquired by another
               Issuer)  or  Issuer  Bankruptcies  (as  defined herein), then the
               parties  shall  retain  the  remaining  Applicable  Stock  in the
               determination of Market Value for both the Effective Date and the
               Estimate  Date  but shall add any additional companies as Issuers
               as  shall be determined by Simmons & Company International (or if
               Simmons  & Company International does not accept such assignment,
               as  determined  by  a  mutually agreeable investment banking firm
               with experience in the oilfield service industry). In making such
               determination,  Simmons  &  Company  International  shall seek to
               choose  companies  to be included as Issuers in order to have the
               calculation  of  Market  Value  as most appropriately as possible
               reflect  the  U.S.  Gulf of Mexico shallow-water and inland barge
               drilling  business.  Any  number of additional Issuers (including
               zero) may be included by Simmons & Company International, but the
               total  number  of  Issuers,  including Issuers already determined
               hereunder,  may  not  exceed five. The costs of Simmons & Company
               International  shall  be  paid by the Company. An Issuer shall be
               deleted from the determination of Market Value for all periods if
               such  Issuer  declares  bankruptcy  under  applicable  federal
               bankruptcy  laws (an "Issuer Bankruptcy"). In addition, the Board
               may  make  other changes to the determination of Market Value not
               inconsistent  with the foregoing that it deems fair and equitable
               under  the  circumstances.

               "Trading Day" shall mean each weekday other than any day on which
               securities  are  not traded on the New York Stock Exchange or the
               Nasdaq  National  Market  or  in  the  over-the-counter  market.

          (v)  Whole  Company Sale. If during the Initial Term, but prior to the
               --------------------
               occurrence of an IPO or notice of an Approved Termination, either
               90%  of  the stock of RBF is sold to an unrelated third party (or
               merger  or  other  business combination that results in less than
               90%  of  the  stock  of  RBF  not  being  beneficially  owned  by
               Transocean)  or  at  least  90%  (by  number  of rigs) of the RBF
               jackups  and barges that are currently in the U.S. Gulf of


                                      -6-
<PAGE>
               Mexico  and  which currently are included in Transocean's Gulf of
               Mexico  Shallow and Inland Water Segment are sold to an unrelated
               third  party  (a  "Whole  Company  Sale")  while the Executive is
               employed  hereunder,  the  Executive  shall be entitled to a cash
               payment equal to the greater of (A) 0.25% of the proceeds (net of
               all  expenses  directly  associated with the sale) of the sale of
               those  assets  and liabilities expected by Transocean on the date
               hereof  to  be included in RBF at the IPO Date (the "Hypothetical
               IPO  Company"),  or  (B)  the  Incentive  Amount.  The assets and
               liabilities  of  the  Hypothetical  IPO Company shall include the
               assets and liabilities of Transocean's Gulf of Mexico Shallow and
               Inland  Water  Segment as constituted on the date hereof together
               with  any  corporate  level  assets  or  liabilities  expected by
               Transocean  to  be  allocated  to the Hypothetical IPO Company as
               adjusted  to  take  into account the results of operations of the
               Hypothetical IPO Company through the date of such sale, including
               acquisitions  of assets and the incurrence of liabilities. In the
               event  the  consideration  for  a Whole Company Sale is not cash,
               then  the value of such consideration shall be determined in good
               faith  by  the  Board.  The amount due under this Section 2(b)(v)
               shall  be  paid  within forty-five (45) days after the closing of
               the Whole Company Sale. In the event of a Whole Company Sale, the
               provisions  of  Sections  2(b)(iii)  and 2(b)(iv) shall no longer
               apply, other than for purposes of using the necessary definitions
               to  determine  the  Incentive  Payment.

          (vi) Stock  Options.  The Executive shall be eligible to receive stock
               -------------
               option  awards,  in  the discretion of the Board, pursuant to the
               terms  of  the  Stock  Incentive Plan. The Board shall review the
               Executive's  eligibility  to  receive  awards  at least annually.

         (vii) Incentive, Savings and Retirement Plans. The Executive shall be
               -------------------------------------------
               entitled  to participate in all incentive, savings and retirement
               plans,  practices,  policies and programs applicable generally to
               other  senior  executives of the Company; provided, however, that
               the  Executive  shall  not  be  eligible  to participate in plans
               covering senior executives of Transocean and its affiliates other
               than  RBF  and  the  Company.

        (viii) Welfare  Benefit  Plans.  The Executive and/or the Executive's
               ----------------------
               family,  as  the case may be, shall be eligible for participation
               in  and  shall  receive all benefits under welfare benefit plans,
               practices,  policies  and  programs  provided  by  the  Company
               (including,  without  limitation,  supplemental  disability  and
               supplemental  life  insurance  plans  and programs) to the extent
               applicable  generally  to other senior executives of the Company.

          (ix) Club  Membership.  The  Company  shall  pay for, or reimburse the
               ---------------
               Executive  for the payment of, monthly dues for a club membership
               as  selected  by  the  Executive.


                                      -7-
<PAGE>
          (x)  Office  and  Support Staff. The Executive shall be entitled to an
               -------------------------
               office  or  offices  of  a  size  and  with furnishings and other
               appointments,  and  to  exclusive  personal secretarial and other
               assistance, at least equal to the most favorable of the foregoing
               provided  to  other  senior  executives  of  the  Company.

          (xi) Vacation.  The  Executive  shall  be entitled to paid vacation in
               --------
               accordance  with the most favorable plans, policies, programs and
               practices of the Company as in effect for other senior executives
               of  the Company, provided that the Executive shall be entitled to
               at  least  six  (6) weeks of paid vacation each twelve (12)-month
               period.

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

        (xiii) Right  to  Change Plans. The Company shall not be obligated to
               ------------------------
               institute,  maintain  or  refrain  from  changing,  amending  or
               discontinuing  any  benefit  plan,  program or fringe benefit, so
               long  as  such  changes  are  similarly  applicable  to  senior
               executives  of  the  Company  generally.

3.   TERMINATION OF EMPLOYMENT

     (a)  Nonoccurrence of the IPO.

          (i)  If during the eighteen (18) month period after the Effective Date
               (the  "Waiting  Period")  neither an IPO nor a Whole Company Sale
               occurs  (the  "IPO  Nonoccurrence"),  then  the  Executive  may
               voluntarily  terminate  his  employment for any reason during the
               ninety  (90)-day  period  immediately following the expiration of
               the  Waiting  Period  ("Approved  Termination").

          (ii) In  the  event  of  an  Approved Termination, the Executive shall
               receive  (A)  the  Incentive  Amount  payable  in  cash  within
               forty-five  (45)  days  of  the Date of Termination as defined in
               Section  3(g),  (B)  if  Section  4  is not applicable, continued
               payment  of  the  Annual Base Salary, at the rate then in effect,
               through  the  expiration  of  the Initial Term, and (C) all other
               benefits  to  which the Executive has a vested right at the time,
               according to the provisions of the governing plan or program. The
               Company  agrees  that,  if  Section  4  is  not  applicable,  the
               Incentive Amount payable under this Section 3(a)(ii) shall not be
               less than the amount necessary to cause the Incentive Amount plus
               the  aggregate  Annual  Base  Salary  under  clause  (B)  of  the
               preceding  sentence  to  total  one million dollars ($1,000,000).

     (b)  Death or Disability.

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


                                      -8-
<PAGE>
               determines, in good faith, that a Disability of the Executive has
               occurred during the Employment Period (pursuant to the definition
               of  Disability  set  forth  below),  it may give to the Executive
               written notice in accordance with Section 12(b) of this Agreement
               of its intention to terminate the Executive's employment. In such
               event,  the Executive's employment with RBF and the Company shall
               terminate  effective on the thirtieth (30th) day after receipt of
               such  notice  by the Executive (the "Disability Effective Date"),
               provided  that,  within  the thirty (30) days after such receipt,
               the Executive shall not have returned to full-time performance of
               the  Executive's  duties.  For  purposes  of  this  Agreement,
               "Disability"  shall  mean  the  absence of the Executive from the
               Executive's  duties with RBF on a full-time basis for one hundred
               eighty  (180) consecutive business days as a result of incapacity
               due  to  mental  or  physical  illness, which is determined to be
               total and permanent by a physician selected by RBF or the Company
               or  their  insurers  and  acceptable  to  the  Executive  or  the
               Executive's  legal  representative.

          (ii) In  the  event  of  a termination due to death or Disability, the
               Executive  shall  receive  (A)  upon the Date of Termination, the
               unpaid  Annual  Base  Salary, at the rate then in effect, accrued
               through  the  Date  of  Termination,  (B)  any Bonus to which the
               Executive is entitled, payable after the Board determines whether
               the  performance  objectives  have  been  met  for  the  relevant
               calendar  year, and (C) all other benefits to which the Executive
               has a vested right at the time, according to the provision of the
               governing  plan  or  program.  In  addition, any IPO Option shall
               become fully exercisable as of the Date of Termination and remain
               exercisable  for  its  term  and  any  IPO Restricted Stock shall
               become  fully  vested  as  of  the  Date  of  Termination.  The
               Executive's beneficiaries shall be entitled to participate in all
               applicable  benefit  plans  and  programs  in accordance with the
               eligibility  provisions  thereof.

     (c)  Voluntary  Termination  by  Executive.

          (i)  The Executive may voluntarily terminate his employment during the
               Employment  Period  at  any  time by giving the Board ninety (90)
               days'  advance  Notice of Termination, as defined in Section 3(f)
               of  this  Agreement.

          (ii) In  the  event of a voluntary termination by the Executive (other
               than  a  Qualifying  Termination within eighteen (18) months of a
               Change  in  Control  (as  provided in Section 4) or a termination
               pursuant  to  Section 3(a)), the Executive shall receive (A) upon
               the  Date  of  Termination, the unpaid Annual Base Salary, at the
               rate then in effect, accrued through the Date of Termination, (B)
               any  Bonus  to which the Executive is entitled, payable after the
               Board determines whether the performance objectives have been met
               for  the  relevant  calendar  year, and (C) all other benefits to


                                      -9-
<PAGE>
               which  the Executive has a vested right at the time, according to
               the  provision  of  the  governing plan or program. The Executive
               must  provide  a  Notice of Termination at least ninety (90) days
               prior  to  the  Date of Termination in order to receive the Bonus
               under  this  Section  3(c)(ii).

     (d)  Termination  for  Cause.

          (i)  The  Board  may  terminate the Executive's employment at any time
               during  the  Employment  Period  for  Cause. For purposes of this
               Agreement,  "Cause"  shall  mean:

               A.   The  willful  and  continued  failure  of  the  Executive to
                    perform  substantially  the  Executive's duties, typical for
                    the  position, with RBF and the Company (other than any such
                    failure  resulting from incapacity due to physical or mental
                    illness)  or  any  reasonable  duties assigned or reasonable
                    orders  given  to  the  Executive  by the Board from time to
                    time, after a written demand for performance is delivered to
                    the  Executive  by  the Board, which specifically identifies
                    the manner in which the Board of Directors believes that the
                    Executive  has  not  substantially performed the Executive's
                    duties;

               B.   The  willful engagement by the Executive in illegal conduct,
                    gross  misconduct,  dishonesty  or  self-dealing  with  the
                    Company,  RBF or any of RBF's affiliates, which results from
                    a  willful act or omission or from gross negligence and that
                    is  materially  and  demonstrably  injurious  or  reasonably
                    likely to become materially injurious to the Company, RBF or
                    any  of  RBF's  affiliates;

               C.   The  conviction  of  the  Executive  by a court of competent
                    jurisdiction  of  any  felony  or  a  crime  involving moral
                    turpitude;  or

               D.   The  Executive's  breach  of  the  confidentiality  or
                    noncompetition  provisions  of  this  Agreement or any other
                    material breach of the Executive's obligations  hereunder.

               For  purposes of this provision, no act or failure to act, on the
               part of the Executive, shall be considered "willful" unless it is
               done,  or  omitted  to  be done, by the Executive in bad faith or
               without reasonable belief that the Executive's action or omission
               was  in the best interests of the Company. Any act, or failure to
               act,  based  upon  authority  given pursuant to a resolution duly
               adopted by the Parent Board or upon the instructions of the Chief
               Executive  Officer  of  Transocean  or  based  upon the advice of
               counsel  for the Company or Parent shall be conclusively presumed
               to be done, or omitted to be done, by the Executive in good faith
               and  in  the  best  interests  of  the  Company,  RBF  and  RBF's
               affiliates.  The  cessation  of


                                      -10-
<PAGE>
               employment  of  the Executive shall not be deemed to be for Cause
               unless and until there shall have been delivered to the Executive
               a  copy  of  a resolution duly adopted by the affirmative vote of
               not  less  than  three-quarters  of  the entire membership of the
               Parent Board at a meeting of the Parent Board called and held for
               such  purpose  (after  reasonable  notice  is  provided  to  the
               Executive  and  the  Executive  is given an opportunity, together
               with counsel, to be heard before the Parent Board), finding that,
               in  the  good faith opinion of the Parent Board, the Executive is
               guilty  of  the  conduct  described  above,  and  specifying  the
               particulars  thereof  in detail. As used in this Section, "Parent
               Board" means the board of directors of Transocean, except that in
               the  event that an IPO occurs or Transocean no longer owns 50% or
               more  of  the  Outstanding  RBF  Voting Securities (as defined in
               Section  4(c)(i)),  then  Parent  Board  shall  mean the Board of
               Directors  of  RBF.

          (ii) For  purposes  of  this Agreement, RBF's affiliates shall include
               any  company  controlled  by, controlling or under common control
               with  RBF.

         (iii) In  the  event  of  termination  for Cause,  the  Executive shall
               receive  the  unpaid  Annual  Base  Salary,  at  the rate then in
               effect,  accrued  through  the  Date  of  Termination,  and  the
               Executive  shall  immediately  thereafter  forfeit all rights and
               benefits  (other  than  vested  benefits) he would otherwise have
               been entitled to receive under this Agreement. The Executive will
               lose  any  right to supplemental benefits provided by RBF and the
               Company,  including, but not limited to, retirement benefits. RBF
               and  the  Company  thereafter  shall  have no further obligations
               under  this  Agreement.

     (e)  Involuntary  Termination  other  than  for  Cause.

          (i)  The  Company  may terminate the Executive's employment other than
               for  Cause  at  any  time  during  the  Employment  Period.

          (ii) In  the  event  of  involuntary termination other than for Cause,
               upon the Date of Termination, the Executive shall receive (A) the
               unpaid  Annual Base Salary otherwise payable to the Executive for
               the  remaining  Employment  Period,  (B)  any  Bonus to which the
               Executive is entitled, payable after the Board determines whether
               the  performance  objectives  have  been  met  for  the  relevant
               calendar  year,  (C) if the date of termination precedes both the
               IPO  Date  and  the  closing date of a Whole Company Sale, a cash
               payment equal to the Incentive Amount; provided, however, that if
               a  binding  agreement to effect a Whole Company Sale is in effect
               on the Date of Termination or at any time within ninety (90) days
               thereafter, and if the Whole Company Sale occurs pursuant to such
               binding  agreement,  the  Executive  shall  receive  the  amount
               calculated  under Section 2(v), and the amount payable under this
               clause  (C)  shall  be paid


                                      -11-
<PAGE>
               within  forty-five (45) days after the closing of a Whole Company
               Sale  or cancellation or revocation of a binding agreement or, if
               no  binding  agreement for a Whole Company Sale applies, then the
               amount  shall be paid within ninety-five (95) days after the Date
               of Termination pursuant to Section 3(g), (D) immediate vesting of
               any  IPO  Option  and continued exercisability of such IPO Option
               through the full term of the option, (E) immediate vesting of any
               IPO  Restricted  Stock,  and  (F) all other benefits to which the
               Executive  has  a  vested  right  at  the  time, according to the
               provisions  of  the  governing  plan  or  program.

     (f)  Notice  of  Termination. Any voluntary termination by the Executive or
          termination  by  RBF  for  Cause  shall  be  communicated by Notice of
          Termination to the other party hereto given in accordance with Section
          12(b)  of this Agreement. For purposes of this Agreement, a "Notice of
          Termination"  means  a written notice which (i) indicates the specific
          termination  provision  in  this  Agreement  relied  upon, (ii) to the
          extent  applicable,  sets  forth  in  reasonable  detail the facts and
          circumstances  claimed  to  provide  a  basis  for  termination of the
          Executive's  employment  under the provision so indicated and (iii) if
          the Date of Termination (as defined in Section 3(g)) is other than the
          date  of  receipt  of such notice, specifies the termination date. The
          failure  by  RBF to set forth in the Notice of Termination any fact or
          circumstance  that  contributes  to a showing of Cause shall not waive
          any right of RBF hereunder or preclude RBF from asserting such fact or
          circumstance  in  enforcing  its  rights  hereunder.

     (g)  Date  of Termination. "Date of Termination" means (i) if the Executive
          voluntarily  terminates  his  employment,  the  date  specified in the
          notice;  (ii)  if  the Executive's employment is terminated by RBF for
          Cause,  the  date of receipt of the Notice of Termination or any later
          date  specified  therein, as the case may be; (iii) if the Executive's
          employment  is  terminated  by  RBF  other  than  for  Cause or by the
          Executive  for the nonoccurrence of the IPO within the waiting period,
          the Executive's last day as an active employee of RBF and the Company;
          or (iv) if the Executive's employment is terminated by reason of death
          or  Disability,  the  date of death of the Executive or the Disability
          Effective  Date,  as  the  case  may  be.

4.   CHANGE  IN  CONTROL

     (a)  Employment  Termination in Connection with a Change in Control. In the
          event  of  a  Qualifying  Termination  (as  defined  below) within the
          eighteen  (18)-month  period immediately following a Change in Control
          (as  defined  in Section 4(c)), in lieu of all other benefits provided
          to the Executive under the provisions of this Agreement, the Executive
          shall  receive  the following severance benefits (hereinafter referred
          to  as  the  "Severance  Benefits"):

          (i)  An  amount  equal  to  three  (3)  times  the Executive's "annual
               compensation"  for  the year of termination. For purposes of this
               Section  4(a)(i),  "annual compensation" means the sum of (A) the
               Executive's


                                      -12-
<PAGE>
               Annual  Base  Salary  in effect as of the Date of Termination and
               (B)  the  Executive's  Annual  Target  Bonus  for  the  year  of
               termination,  or,  if  greater,  the  highest  Bonus  paid to the
               Executive  under this Agreement during the most recent thirty-six
               (36)  month  period;

          (ii) Any  Bonus  to which the Executive is entitled, payable after the
               Board determines whether the performance objectives have been met
               for  the  relevant  calendar  year;

         (iii) A  continuation  of  the welfare  benefits of  medical insurance,
               dental  insurance,  disability  insurance  and life insurance for
               three  (3)  full  years  after  the  Date  of  Termination. These
               benefits  shall  be provided to the Executive at the same premium
               cost  and at the same coverage level, as in effect as of the Date
               of  Termination.  However,  in  the event the premium cost and/or
               level  of  coverage shall change for all employees of RBF and the
               Company,  the  cost and/or coverage level, likewise, shall change
               for  the  Executive  in  a  corresponding  manner.

               The  continuation of these welfare benefits shall be discontinued
               prior  to  the  end of the three (3) year period in the event the
               Executive  has  available  substantially  similar benefits from a
               subsequent  employer, as determined by the Board or its designee.

               Upon  the  termination  of  these welfare benefits, the Executive
               shall  be  provided  a COBRA continuation election under RBF's or
               the  Company's  group  health  plans;

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

          (v)  Immediate  vesting  of  any  IPO  Restricted  Stock.

               For  purposes  of  this Agreement, a Qualifying Termination shall
               mean  a  termination  of  the Executive's employment by RBF other
               than  for  Cause  (as  provided in Section 3(e) herein) or by the
               Executive  for  Good  Reason  (as  defined  in  Section  4(b)).

     (b)  Definition  of  "Good  Reason."  For purposes of this Agreement, "Good
          Reason"  shall  mean:

          (i)  The removal of the Executive from the position of Chief Executive
               Officer  and  President or the assignment to the Executive of any
               duties materially inconsistent with the Executive's position with
               RBF  and  the  Company;

          (ii) The  relocation  of the Executive's principal place of employment
               to  a  location  more  than fifty (50) miles from the Executive's
               principal  place  of  employment  as  of  the  date  immediately
               preceding  the  relocation;  or


                                      -13-
<PAGE>
          (iii)  A  reduction  by  RBF and the Company in the Executive's Annual
               Base  Salary,  as  in effect on the Effective Date or as the same
               may  be increased from time to time, in the amount of twenty-five
               percent  (25%)  or  more.

               The  foregoing notwithstanding, the parties hereto agree that the
               failure  of the IPO to occur shall not constitute Good Reason (as
               defined  in  this Section 4(b)). With respect to a termination by
               the  Executive  for  Good Reason, the "Date of Termination" means
               the  Executive's  last  day  as an active employee of RBF and the
               Company.

     (c)  Definition of "Change in Control." A Change in Control of RBF shall be
          deemed  to  have occurred as of the first (1st) day any one or more of
          the  following  conditions  shall  have  been  satisfied:

          (i)  The  acquisition  by  any individual, entity or group (within the
               meaning  of  Section  13(d)(3)  or  14(d)(2)  of  the  Securities
               Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act")) (a
               "Person")  of  beneficial  ownership  (within the meaning of Rule
               13d-3  promulgated under the Exchange Act) of shares representing
               20%  or more of the combined voting power of the then outstanding
               voting  securities  of  RBF  entitled  to  vote  generally in the
               election  of directors (the "Outstanding RBF Voting Securities");
               provided,  however, that for purposes of this subsection (i), the
               following  acquisitions shall not constitute a Change in Control:
               (A) any acquisition directly from RBF, (B) any acquisition by RBF
               (it  being  understood  that  an  acquisition  by  an acquiror of
               greater  than  20%  of  the  Outstanding  RBF  Voting  Securities
               directly  from RBF shall not prevent such acquiror from causing a
               subsequent  Change  in  Control  if  it  thereafter  acquires  an
               additional  20%  of  the  Outstanding  RBF Voting Securities in a
               transaction that would otherwise constitute a Change of Control),
               (C)  any  acquisition  by  any  employee benefit plan (or related
               trust) sponsored or maintained by RBF or any corporation or other
               entity  controlled by RBF, (D) any acquisition by any corporation
               or  other  entity  pursuant  to a transaction which complies with
               clauses (A), (B) and (C) of Section 4(c)(iii), (E) an acquisition
               of  securities  effected in connection with a distribution of any
               class  of  Common Stock of RBF to shareholders of Transocean Inc.
               in  a  transaction  (including  any  distribution in exchange for
               shares  of  capital stock or other securities of Transocean Inc.)
               intended  to qualify as a tax-free distribution under Section 355
               of the Internal Revenue Code of 1986, as amended (the "Code"), or
               any  successor  provision  (a  "Tax-Free  Spin-Off"),  (F)  any
               acquisition by Transocean Inc. or any of its affiliates excluding
               RBF  and  its  subsidiaries (collectively, "Transocean"), (G) any
               acquisition  from  Transocean  pursuant  to  a public offering of
               securities  registered  under a registration statement filed with
               the  Securities  and  Exchange Commission, or (H) any acquisition
               immediately  following  which Transocean has beneficial ownership
               of at least 50% or more of the Outstanding RBF Voting Securities;
               provided that any such acquisition


                                      -14-
<PAGE>
               that,  but  for  this  clause  (H),  would otherwise constitute a
               Change  of  Control under this Section 4(c)(i) shall be deemed to
               be  a Change in Control at the time that Transocean no longer has
               beneficial  ownership  of at least 50% or more of the Outstanding
               RBF  Voting  Securities, if such individual, entity or group that
               made  such  acquisition  continues  to  own  20%  or  more of the
               Outstanding  RBF  Voting  Securities  following  such  time  that
               Transocean  no  longer  has  such  beneficial  ownership;

          (ii) Individuals  who, as of the date hereof, are members of the Board
               (the  "Incumbent  Board")  cease  for any reason to constitute at
               least  a  majority  of  the  Board;  provided,  however, that for
               purposes  of  this  Section 4, any individual becoming a director
               subsequent  to  the date hereof whose election, or nomination for
               election by RBF's shareholders, was approved by either (A) a vote
               of  at  least  a  majority  of  the directors then comprising the
               Incumbent  Board or (B) Transocean, shall be considered as though
               such  individual  were  a  member  of  the  Incumbent  Board, but
               excluding,  for  this  purpose, any such individual whose initial
               assumption  of  office  occurs  as  a  result  of  an  actual  or
               threatened  election  contest  with  respect  to  the election or
               removal  of  directors or other actual or threatened solicitation
               of  proxies  or  consents  by or on behalf of a Person other than
               either  Transocean  or  the  Board;

         (iii) Consummation  of  a  reorganization,  merger,  conversion  or
               consolidation  or  sale  or  other  disposition  of  all  or
               substantially  all  of  the  assets  of  RBF  (a  "Business
               Combination"),  in  each  case,  unless,  following such Business
               Combination,  (A) all or substantially all of the individuals and
               entities  who  were  the  beneficial owners, respectively, of the
               Outstanding  RBF  Voting  Securities  immediately  prior  to such
               Business  Combination  beneficially  own, directly or indirectly,
               more  than  fifty  percent (50%) of the then outstanding combined
               voting  power  of the then outstanding voting securities entitled
               to vote generally in the election of directors of the corporation
               or  other  entity  resulting  from  such  Business  Combination
               (including,  without  limitation,  a  corporation or other entity
               which  as  a  result  of  such  transaction  owns  RBF  or all or
               substantially  all of RBF's assets either directly or through one
               or  more  subsidiaries)  in substantially the same proportions as
               their  ownership,  immediately prior to such Business Combination
               of  the  Outstanding  RBF  Voting  Securities,  (B)  no  Person
               (excluding  Transocean  and  any  corporation  or  other  entity
               resulting  from such Business Combination or any employee benefit
               plan  (or  related  trust)  of  RBF  or such corporation or other
               entity  resulting  from  such  Business Combination) beneficially
               owns, directly or indirectly, twenty percent (20%) or more of the
               combined  voting  power of the then outstanding voting securities
               of  the  corporation or other entity resulting from such Business
               Combination  except  to  the  extent  that such ownership existed
               prior  to the Business Combination and (C) at least a majority of
               the members of the board of directors of the corporation or other
               entity


                                      -15-
<PAGE>
               resulting  from  such  Business  Combination  were members of the
               Incumbent  Board  at  the  time  of  the execution of the initial
               agreement,  or  of  the  action  of the Board, providing for such
               Business  Combination;

          (iv) Approval  by the shareholders of RBF of a complete liquidation or
               dissolution  of RBF other than in connection with the transfer of
               all or substantially all of the assets of RBF to Transocean or to
               an  affiliate  or a subsidiary of RBF and in connection with such
               transfer the Executive is offered the opportunity to continue his
               employment  on  substantially  the same terms as provided in this
               Agreement  including,  without  limitation, the Change in Control
               provisions  of  this  Section  4;  or

          (v)  A  "Change  of Control" of Transocean, as defined in Section 6.10
               of  the  Long-Term  Incentive  Plan of Transocean, as amended and
               restated  as  of  January  1, 2000, which occurs while Transocean
               owns  50%  or  more  of  the  Outstanding  RBF Voting Securities.

          Notwithstanding  the  foregoing,  no  Business  Combination  between
          Transocean  and  RBF  and  its subsidiaries or between RBF and its own
          subsidiaries  shall  constitute a Change in Control under Section 4(c)
          of  this  Agreement.

5.   CERTAIN  ADDITIONAL  PAYMENTS

     (a)  Anything  in this Agreement to the contrary notwithstanding and except
          as  set  forth  below,  in  the  event it shall be determined that any
          payment  or distribution by the Company, RBF or any of its affiliates,
          to  or  for  the  benefit of the Executive (whether paid or payable or
          distributed  or  distributable pursuant to the terms of this Agreement
          or otherwise, but determined without regard to any additional payments
          required  under  this Section 5) (a "Payment") would be subject to the
          excise  tax  imposed by Code Section 4999 or any interest or penalties
          are  incurred  by  the Executive with respect to such excise tax (such
          excise  tax,  together  with  any  such  interest  and  penalties, are
          hereinafter  collectively  referred  to as the "Excise Tax"), then the
          Executive  shall  be  entitled  to  receive  an  additional payment (a
          "Gross-Up  Payment")  in  an  amount  such  that  after payment by the
          Executive  of  all  taxes (including any interest or penalties imposed
          with respect to such taxes), including, without limitation, any income
          taxes  (and  any  interest and penalties imposed with respect thereto)
          and  Excise  Tax  imposed  upon  the  Gross-Up  Payment, the Executive
          retains  an  amount  of  the  Gross-Up Payment equal to the Excise Tax
          imposed upon the Payments. Notwithstanding the foregoing provisions of
          this  Section  5(a),  if  it shall be determined that the Executive is
          entitled  to  a  Gross-Up Payment, but that the Payments do not exceed
          one  hundred  and  ten  percent  (110%)  of  the  greatest amount (the
          "Reduced  Amount")  that  could be paid to the Executive such that the
          receipt  of  Payments  would  not give rise to any Excise Tax, then no
          Gross-Up  Payment  shall be made to the Executive and the Payments, in
          the  aggregate,  shall  be  reduced  to  the  Reduced  Amount.


                                      -16-
<PAGE>
     (b)  Subject to the provisions of Section 5(c), all determinations required
          to be made under this Section 5, including whether and when a Gross-Up
          Payment  is  required and the amount of such Gross-Up Payment, and the
          assumptions to be utilized in arriving at such determination, shall be
          made  by  Ernst  &  Young,  L.L.P.  or  such  other  certified  public
          accounting firm as may be designated by the Executive (the "Accounting
          Firm")  which  shall  provide detailed supporting calculations to RBF,
          the Company and the Executive within fifteen (15) business days of the
          receipt of notice from the Executive that there has been a Payment, or
          such  earlier time as is requested by RBF or the Company. All fees and
          expenses  of the Accounting Firm shall be borne solely by the Company.
          Any  Gross-Up Payment, as determined pursuant to this Section 5, shall
          be  paid  by  the Company to the Executive within five (5) days of the
          receipt  of  the Accounting Firm's determination. Any determination by
          the  Accounting  Firm  shall  be binding upon RBF, the Company and the
          Executive.  As  a result of the uncertainty in the application of Code
          Section  4999  at  the  time  of  the  initial  determination  by  the
          Accounting Firm hereunder, it is possible that Gross-Up Payments which
          will  not  have  been  made  by  the  Company  should  have  been made
          ("Underpayment")  consistent with the calculations required to be made
          hereunder.  In the event that RBF or the Company exhausts its remedies
          pursuant  to  Section 5(c) and the Executive thereafter is required to
          make  a payment of any Excise Tax, the Accounting Firm shall determine
          the  amount  of  the  Underpayment  that  has  occurred  and  any such
          Underpayment  shall  be  promptly  paid  by  the Company to or for the
          benefit  of  the  Executive.

     (c)  The Executive shall notify RBF and the Company in writing of any claim
          by the Internal Revenue Service that, if successful, would require the
          payment  by  the  Company  of  the Gross-Up Payment. Such notification
          shall  be  given  as  soon  as  practicable but no later than ten (10)
          business days after the Executive is informed in writing of such claim
          and  shall apprise RBF and the Company of the nature of such claim and
          the  date  on  which such claim is requested to be paid. The Executive
          shall  not  pay  such  claim  prior  to  the  expiration of the thirty
          (30)-day  period  following  the date on which it gives such notice to
          RBF  and  the  Company (or such shorter period ending on the date that
          any payment of taxes with respect to such claim is due). If RBF or the
          Company  notifies  the Executive in writing prior to the expiration of
          such  period  that  it  desires  to  contest such claim, the Executive
          shall:

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

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


                                      -17-
<PAGE>
         (iii) Cooperate  with  RBF  and  the  Company  in  good faith  in order
               effectively  to  contest  such  claim;  and

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

          provided,  however,  that  the Company shall bear and pay directly all
          costs  and  expenses  (including  additional  interest  and penalties)
          incurred  in connection with such contest and shall indemnify and hold
          the  Executive  harmless, on an after-tax basis, for any Excise Tax or
          income  tax  (including  interest  and penalties with respect thereto)
          imposed  as  a  result of such representation and payment of costs and
          expenses.  Without  limitation  on  the  foregoing  provisions of this
          Section  5(c), RBF and the Company shall control all proceedings taken
          in connection with such contest and, at its sole option, may pursue or
          forgo  any  and  all administrative appeals, proceedings, hearings and
          conferences  with  the  taxing  authority in respect of such claim and
          may,  at  its  sole option, either direct the Executive to pay the tax
          claimed  and  sue for a refund or contest the claim in any permissible
          manner,  and  the  Executive  agrees  to  prosecute  such contest to a
          determination  before  any  administrative  tribunal,  in  a  court of
          initial  jurisdiction  and  in one or more appellate courts, as RBF or
          the  Company  shall  determine;  provided, however, that if RBF or the
          Company  directs the Executive to pay such claim and sue for a refund,
          the Company shall advance the amount of such payment to the Executive,
          on  an  interest-free basis and shall indemnify and hold the Executive
          harmless,  on  an  after-tax  basis, from any Excise Tax or income tax
          (including  interest  or  penalties with respect thereto) imposed with
          respect  to  such  advance  or with respect to any imputed income with
          respect  to  such  advance; and further provided that any extension of
          the  statute  of  limitations  relating  to  payment  of taxes for the
          taxable  year  of  the  Executive with respect to which such contested
          amount  is  claimed  to  be  due  is  limited solely to such contested
          amount.  Furthermore,  RBF's  and the Company's control of the contest
          shall  be  limited  to issues with respect to which a Gross-Up Payment
          would  be  payable  hereunder  and  the Executive shall be entitled to
          settle  or  contest, as the case may be, any other issue raised by the
          Internal  Revenue  Service  or  any  other  taxing  authority.

     (d)  If,  after  the  receipt by the Executive of an amount advanced by the
          Company  pursuant  to  Section 5(c), the Executive becomes entitled to
          receive  any  refund  with  respect to such claim, the Executive shall
          (subject  to RBF's or the Company's complying with the requirements of
          Section  5(c))  promptly  pay to the Company the amount of such refund
          (together  with  any  interest  paid  or  credited thereon after taxes
          applicable  thereto).  If,  after  the  receipt by the Executive of an
          amount  advanced  by  the  Company  pursuant  to  Section  5(c),  a
          determination  is made that the Executive shall not be entitled to any
          refund  with  respect  to  such  claim and RBF or the Company does not
          notify  the  Executive in writing of its intent to contest such denial
          of  refund  prior  to  the  expiration  of thirty (30) days after such
          determination,  then  such  advance shall be forgiven and shall not be


                                      -18-
<PAGE>
          required  to be repaid and the amount of such advance shall offset, to
          the  extent  thereof,  the  amount  of Gross-Up Payment required to be
          paid.

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

7.   NONCOMPETITION.

     (a)  The  Executive shall not for a period (the "Restricted Period") of (i)
          one  (1)  year  after  the  Date  of  Termination for a termination of
          employment  described  in Section 3 of this Agreement or (ii) eighteen
          (18) months after the Date of Termination for a Qualifying Termination
          that  occurs  within  the  eighteen  (18)-month  period  immediately
          following a Change in Control, engage in Competition with the Company,
          RBF,  or  any  of  RBF's  affiliates.  For purposes of this Section 7,
          "Competition"  shall  mean  the  Executive's  engaging in or otherwise
          being  a  director,  officer, employee, principal, agent, shareholder,
          member,  investor,  consultant,  associate,  owner  or  partner of, or
          permitting  his  name  to be used in connection with the activities of
          any business or organization that is primarily engaged in the offshore
          or inland marine contract drilling industry in direct competition with
          the  Company,  RBF  or any of RBF's affiliates, but shall not preclude
          the  Executive's  becoming the registered or beneficial owner of up to
          two percent (2%) of any class of capital stock of any such corporation
          which  is  registered  under  the  Securities Exchange Act of 1934, as
          amended,  provided  the Executive does not actively participate in the
          business  of  such corporation until the end of the Restricted Period.

     (b)  The  Executive acknowledges that he will derive significant value from
          RBF's  and  the  Company's  agreement  in  Section  9  to  provide the
          Executive  with  that confidential information to enable the Executive
          to  optimize  the  performance  of  the Executive's duties to RBF. The
          Executive further acknowledges that his fulfillment of the obligations
          contained  in  this  Agreement,  including,  but  not  limited to, the
          Executive's  obligation  neither  to disclose nor to use RBF's and the
          Company's  confidential  information  other  than  for  RBF's  and the
          Company's  exclusive  benefit  and  the  Executive's obligation not to
          compete  contained  in clause (a) above, is necessary to protect RBF's
          and  the  Company's  confidential  information  and,  consequently, to
          preserve  the value and goodwill of RBF and the Company. The Executive
          further  understands  that  the  foregoing  restrictions may limit his
          ability  to  engage in certain businesses anywhere in the world during
          the


                                      -19-
<PAGE>
          period provided for in clause (a), but acknowledges that the Executive
          will  receive  sufficiently high remuneration and other benefits under
          this  Agreement  to  justify  such  restrictions.  The  Executive
          acknowledges  the  time,  geographic  and  scope  limitations  of  the
          Executive's  obligations  under  clause  (a)  above  are  reasonable,
          especially  in  light of RBF's and the Company's desire to protect its
          confidential information, and that the Executive will not be precluded
          from  gainful  employment if the Executive is obligated not to compete
          with RBF, any of RBF's affiliates and the Company during the period as
          described  above.

It  is  expressly  understood and agreed that RBF, the Company and the Executive
consider  the  restrictions  contained  in  this  Section 7 to be reasonable and
necessary  to  protect  the  proprietary  information  of  RBF  and the Company.
Nevertheless,  if  any of the aforesaid restrictions are found by a court having
jurisdiction  to be unreasonable, or overly broad as to geographic area or time,
or  otherwise unenforceable, the parties intend for the restrictions therein set
forth  to  be modified by such court so as to be reasonable and enforceable and,
as  so  modified  by  the  court,  to  be  fully  enforced.

8.  NONSOLICITATION.  The  Executive  shall not for a period of (i) one (1) year
after  the  Date  of  Termination  for  a termination of employment described in
Section  3  of  this  Agreement  or  (ii) eighteen (18) months after the Date of
Termination  for  a  Qualifying  Termination  that  occurs  within  the eighteen
(18)-month  period  immediately  following  a  Change  in  Control  solicit  for
employment  or  employ  any  employee  of  the  Company,  RBF  or  any  of RBF's
affiliates.

9.  CONFIDENTIAL  INFORMATION.  The Executive shall hold in a fiduciary capacity
for  the  benefit  of  the  Company,  RBF  and  RBF's  affiliates, all secret or
confidential  information, knowledge or data relating to the Company, RBF or any
of  RBF's  affiliates,  and  their  respective businesses, which shall have been
obtained  by the Executive during the Executive's employment by the Company, RBF
or  any  of  RBF's  affiliates and which shall not be or become public knowledge
(other  than  by  acts  by  the Executive or representatives of the Executive in
violation  of  this  Agreement). After termination of the Executive's employment
with  RBF  and  the  Company, the Executive shall not, without the prior written
consent  of  RBF and the Company or as may otherwise be required by law or legal
process,  communicate  or  divulge  any  such  information, knowledge or data to
anyone  other  than  RBF,  the Company and those designated by them. The parties
hereto agree and acknowledge that, as of the Effective Date, RBF and the Company
have  provided  the Executive with secret or confidential information, knowledge
or  data described in this Section 9, and that RBF and the Company will continue
to  provide  such  information,  knowledge or data during the Employment Period.

10.  ENFORCEMENT  AND  REMEDIES.

     (a)  The  Executive acknowledges that money damages would not be sufficient
          remedy  for  any  breach  of Sections 7, 8 and 9 by the Executive, and
          that  RBF  and the Company shall be entitled to enforce the provisions
          of such Sections 7, 8, and 9 by terminating any payments then owing to
          the  Executive under this Agreement and/or to specific performance and
          injunctive  relief  as  remedies  for  such  breach  or


                                      -20-
<PAGE>
          any threatened breach. Such remedies shall not be deemed the exclusive
          remedies for a breach of Sections 7, 8 and 9, but shall be in addition
          to  all remedies available at law or in equity to RBF and the Company,
          including  without  limitation,  the  recovery  of  damages  from  the
          Executive  and  the  Executive's  agents  involved  in such breach and
          remedies  available  to RBF and the Company pursuant to this and other
          agreements  with  the  Executive.

     (b)  Any  controversy or claim arising out of or relating to this Agreement
          or  breach of this Agreement, other than claims entitling the claimant
          to injunctive relief or claims or disputes arising from a violation or
          alleged violation by the Executive of the provisions of Sections 7, 8,
          or  9 shall be settled exclusively by final and binding arbitration in
          Houston, Texas, in accordance with the Employment Arbitration Rules of
          the  American Arbitration Association (the "AAA"), and judgment on the
          award  rendered  by  the arbitrator may be entered in any court having
          jurisdiction.  The arbitrator shall be selected by mutual agreement of
          the  parties, if possible. If the parties fail to reach agreement upon
          appointment of an arbitrator within thirty (30) days following receipt
          by  one  party of the other party's notice of desire to arbitrate, the
          arbitrator  shall  be  selected  from  a  panel  or  panels of persons
          submitted by the AAA. The selection process shall be that which is set
          forth  in the AAA Employment Arbitration Rules then prevailing, except
          that,  if  the  parties  fail to select an arbitrator from one or more
          panels,  the  AAA  shall not have the power to make an appointment but
          shall  continue  to  submit  additional panels until an arbitrator has
          been  selected.  The  costs  of  the arbitrator shall be borne by both
          parties  equally.  Notwithstanding  the  foregoing, the arbitrator may
          require  attorney  expenses  to  be  paid  by the nonprevailing party.
          Either  party  may  appeal  the arbitration award and judgment thereon
          and,  in actions seeking to vacate an award, the standard of review to
          be applied to the arbitrator's findings of fact and conclusions of law
          will  be  the  same  as that applied by an appellate court reviewing a
          decision  of  a  trial court sitting without a jury. This agreement to
          arbitrate  shall  not preclude the parties from engaging in voluntary,
          non-binding  settlement  efforts  including  mediation.

     (c)  The  Company's  obligation  to  make the payments provided for in this
          Agreement and otherwise to perform its obligations hereunder shall not
          be affected by any set-off, counterclaim, recoupment, defense or other
          claim,  right  or action which the Company or its affiliated companies
          may  have  against  the  Executive  or  others.  In no event shall the
          Executive  be  obligated  to  seek  other employment or take any other
          action  by  way  of mitigation of the amounts payable to the Executive
          under  any  of the provisions of this Agreement and such amounts shall
          not  be reduced whether or not the Executive obtains other employment.
          With respect to claims which arise from and after the date of a Change
          in  Control, the Company agrees to pay as incurred, to the full extent
          permitted  by law, all legal fees and expenses which the Executive may
          reasonably incur as a result of any contest (regardless of the outcome
          thereof)  by  the  Company, the Executive or others of the validity or
          enforceability  of,  or liability under this Agreement (including, but
          not  limited to, as a result of any contest by the Executive about the
          amount  of  any payment


                                      -21-
<PAGE>
          pursuant  to  Section  4  or  5  of this Agreement), plus in each case
          interest  on  any delayed payment at the applicable Federal short-term
          rate  provided  for  in  Section  7872(f)(2)(A)  of  the  Code.

11.  SUCCESSORS.

     (a)  This  Agreement  is  assignable  by  RBF  and the Company, without the
          consent  of  the Executive, to any affiliate of Transocean Inc. in the
          event that RBF determines to conduct its shallow-water or inland barge
          business  in  or  through  an  entity  other  than  RBF.

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

     (c)  This  Agreement  shall inure to the benefit of and be binding upon RBF
          and  the  Company  and  its  respective  successors  and  assigns.

     (d)  As  used  in  this  Agreement,  "Company"  shall  mean  the Company as
          hereinbefore  defined  and  any  respective  successor to its business
          and/or  assets  as  aforesaid which assumes and agrees to perform this
          Agreement  by  operation  of  law,  or  otherwise.

12.  MISCELLANEOUS.

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

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

               If  to  RBF:


               R&B  Falcon  Corporation
               4  Greenway  Plaza
               Houston,  Texas  77046
               Attention:  General  Counsel


                                      -22-
<PAGE>
               If  to  the  Company:

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

               If  to  the  Executive:

               Jan  Rask
               5  Wexford  Court
               Houston,  Texas  77024

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

     (c)  The  Executive  hereby  represents and warrants that the execution and
          performance  of  this  Agreement  is  not in violation of any existing
          agreement  to  which  he  is  a  party.

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

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

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

     (g)  The  Executive's, RBF's or the Company's failure to insist upon strict
          compliance  with  any  provision  of  this Agreement or the failure to
          assert any right the Executive, RBF or the Company may have hereunder,
          shall  not  be deemed to be a waiver of such provision or right or any
          other  provision  or  right  of  this  Agreement.

     (h)  The  Executive,  RBF  and  the Company acknowledge that this Agreement
          supersedes  any  prior  agreements or understandings, oral or written,
          between  the  Executive,  RBF  and  the  Company,  with respect to the
          subject  matter  hereof  and  constitutes  the entire agreement of the
          parties  with  respect  thereto.


                                      -23-
<PAGE>
     (i)  This  Agreement  shall  not  be  varied,  altered, modified, canceled,
          changed  or  in  any  way  amended  except  by mutual agreement of the
          parties  in  a  written  instrument  executed by the parties hereto or
          their  legal  representatives.


                                      -24-
<PAGE>
     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and
RBF and the Company have caused these presents to be executed in its name on its
behalf, all as of this 15th day of July, 2002, but effective as of the Effective
Date.

                                   /s/  Jan  Rask
                                   ---------------------------------------------
                                   Jan  Rask

                                   R&B FALCON CORPORATION



                                   By: /s/  Eric Brown
                                      ------------------------------------------
                                      Eric Brown
                                      Vice President

                                   R&B FALCON MANAGEMENT SERVICES, INC.


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


                                      -25-
<PAGE>