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                                                                    EXHIBIT 10.9

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (this "Agreement") by and among TODCO, a
Delaware corporation ("TODCO"), TODCO Management Services, LLC., a wholly owned
subsidiary of TODCO (the "Company"), and David J. Crowley (the "Executive"),
dated this 28th day of April, 2003, but effective as of April 21, 2003 (the
"Effective Date").

         WHEREAS, TODCO and the Company desire to induce the Executive to enter
into an employment arrangement with TODCO 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 TODCO and the Company and to perform services for the Company and serve as
Vice President Marketing of TODCO for the compensation and benefits described
herein; and

         WHEREAS, it is anticipated that TODCO 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 TODCO, in which it is currently
expected that Transocean Inc. and its subsidiaries will be the sole seller of
shares;

         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
second 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 Vice President Marketing of TODCO.
                  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 TODCO and, to the extent necessary to
                  discharge the responsibilities assigned to the Executive under
                  this Agreement and reasonable duties, consistent with and
                  normal for the position, given to the Executive by the Board
                  of Directors of


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                  TODCO (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 Vice President Marketing
                  in accordance with this Agreement.

         (a)      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 one hundred
                           eighty five thousand dollars ($185,000), 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)     Signing Bonus. The Executive shall receive a Signing
                           Bonus ("Signing Bonus"), of thirty thousand eight
                           hundred thirty three dollars ($30,833), which shall
                           be paid to the Executive concurrently with the first
                           payment of Base Salary hereunder.

                  (iii)    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 the Employment Period,
                           the Annual Target Bonus shall be no less than fifty
                           percent (50%) 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.



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                  (iv)     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 TODCO ("Common Stock") (the "IPO"), the
                           Executive shall, if he is then employed hereunder,
                           receive a non-qualified option to purchase . no less
                           than 100,000 shares of common stock and provided
                           further 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 TODCO 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
                           TODCO ("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 TODCO 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 TODCO), (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



                                      -3-

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                           to provide for, among other things, protections for
                           Transocean Inc. and granting it consent and other
                           rights not available to other shareholders, (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 TODCO to compete with
                           Transocean Inc., it being specifically understood by
                           the parties hereto that any of such actions or other
                           actions taken by TODCO 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.

                  (v)      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.

                  (vi)     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 TODCO and
                           the Company.

                  (vii)    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.

                  (viii)   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.

                  (ix)     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
                           secretarial and other assistance, at least equal to
                           the most favorable of the foregoing provided to other
                           senior executives of the Company.

                  (x)      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 four (4) weeks of paid vacation during 2003 and
                           each twelve (12)-month period thereafter.

                  (xi)     Right to Change Plans. The Company shall not be
                           obligated to institute, maintain or refrain from
                           changing, amending or discontinuing any benefit



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                           plan, program or fringe benefit, so long as such
                           changes are similarly applicable to senior executives
                           of the Company generally.

         (a)      Relocation Expenses. The Company agrees to reimburse Executive
                  for the following specified moving expenses connected with the
                  Executive's relocation from Dallas to Houston.

                  (i)      Sale of Existing Home


                           o        Real estate commission not to exceed the
                                    lesser of 7% of sale price, or 7% of 2.5
                                    times Annual Base Salary.

         o        Reasonable fees for preparation of documents.

         o        Reasonable recording fees.

         o        Reasonable legal fees.

         o        Title insurance and/or title search.

         o        Required state and/or local real estate property transfer tax.

                  (ii)     Shipment of Personal Effects

o        Moving of all reasonable household goods, including packing, crating
         and insurance coverage (through the carrier).


                  (iii)    Home Purchase Assistance

o        Reasonable closing expenses incurred in the purchase of a home in
         Houston, Texas up to a maximum of the lesser of 3.5% of the new home
         purchase price, or 3.5% of 2.5 times Annual Base Salary. Reasonable
         expenses include title search and mortgage title insurance, attorney's
         fees, loan origination fee up to 3/4 of 1% of the mortgage amount not
         to exceed $1,500, recording and notary fees, credit report, state and
         local transfer taxes, home inspection fees as required, flood zone
         determination, & survey fees.

                  (iv)     Temporary Living expenses

                           Reasonable temporary living expenses for you in
                           Houston, Texas and once a week travel expenses to and
                           from Dallas through June 2003.

                           Reasonable temporary living expenses for you and your
                           family in Houston, Texas from June 2003 through July
                           2003.



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3.       TERMINATION OF EMPLOYMENT.

         (a)      Nonoccurrence of the IPO.

                  (i)      If during the eighteen (18) month period after the
                           Effective Date (the "Waiting Period") an IPO does not
                           occur (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 only receive a lump sum cash payment
                           in the amount equal to two years of his Annual Base
                           Salary, unless a Qualifying Termination occurs and
                           the Executive is entitled to Severance Benefits under
                           Section 4(a) in which event Section 4 will control in
                           lieu of this Section 3(a)(ii).

         (a)      Death or Disability.

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



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                           term. The Executive's beneficiaries shall be entitled
                           to participate in all applicable benefit plans and
                           programs in accordance with the eligibility
                           provisions thereof.

         (a)      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 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).

         (a)      Termination for Cause.

                  (i)      The Chief Executive Officer of the Company 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 TODCO 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 Chief Executive
                                    Officer, which specifically identifies the
                                    manner in which the Chief Executive Officer
                                    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,
                                    TODCO or any of TODCO'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



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                                    become materially injurious to the Company,
                                    TODCO or any of TODCO'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 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, TODCO and TODCO's affiliates.

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

                  (ii)     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 TODCO and the Company,
                           including, but not limited to, retirement benefits.
                           TODCO and the Company thereafter shall have no
                           further obligations under this Agreement.

         (a)      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 occurs after the IPO Date,
                           immediate vesting of any IPO Option and continued
                           exercisability of such IPO Option through the full
                           term of the



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                           option, and (D) all other benefits to which the
                           Executive has a vested right at the time, according
                           to the provisions of the governing plan or program.

         (a)      Notice of Termination. Any voluntary termination by the
                  Executive or termination by TODCO 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 TODCO
                  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 TODCO hereunder or preclude TODCO from
                  asserting such fact or circumstance in enforcing its rights
                  hereunder.

         (a)      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 TODCO 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 TODCO 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 TODCO 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 two (2) 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
                           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;



                                      -9-

<PAGE>

                  (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 two (2) 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 TODCO 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 two (2) 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 TODCO's or the Company's group health
                           plans; and

                  (iv)     If such Change in Control occurs after the IPO Date,
                           immediate vesting of any IPO Option and continued
                           exercisability of such IPO Option through the full
                           term of the option.

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

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

                  (i)      The removal of the Executive from the position of
                           Vice President Marketing or the assignment to the
                           Executive of any duties materially inconsistent with
                           the Executive's position with TODCO 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

                  (iii)    A reduction by TODCO 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



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                  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 TODCO and the Company.

         (a)      Definition of "Change in Control." A Change in Control of
                  TODCO 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 TODCO
                           entitled to vote generally in the election of
                           directors (the "Outstanding TODCO 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 TODCO, (B) any acquisition
                           by TODCO (it being understood that an acquisition by
                           an acquiror of greater than 20% of the Outstanding
                           TODCO Voting Securities directly from TODCO shall not
                           prevent such acquiror from causing a subsequent
                           Change in Control if it thereafter acquires an
                           additional 20% of the Outstanding TODCO 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 TODCO or any corporation
                           or other entity controlled by TODCO, (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 TODCO
                           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
                           TODCO 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 TODCO Voting Securities; provided
                           that any such acquisition 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 TODCO Voting Securities, if
                           such individual, entity or group that made such
                           acquisition continues to own 20% or more of the



                                      -11-

<PAGE>

                           Outstanding TODCO 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 TODCO'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 TODCO (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 TODCO 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 TODCO or all or substantially
                           all of TODCO'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 TODCO
                           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 TODCO 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 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 TODCO of a complete
                           liquidation or dissolution of TODCO other than in
                           connection with the transfer of all or



                                      -12-

<PAGE>

                           substantially all of the assets of TODCO to
                           Transocean or to an affiliate or a subsidiary of
                           TODCO 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 TODCO Voting Securities.

                  Notwithstanding the foregoing, no Business Combination between
                  Transocean and TODCO and its subsidiaries or between TODCO 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, TODCO 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.

         (a)      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



                                      -13-

<PAGE>

                  TODCO, 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 TODCO 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
                  TODCO, 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 TODCO 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.

         (a)      The Executive shall notify TODCO 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 TODCO 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 TODCO and the Company (or such shorter
                  period ending on the date that any payment of taxes with
                  respect to such claim is due). If TODCO 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 TODCO and the Company any information reasonably
                           requested by TODCO and the Company relating to such
                           claim;

                  (ii)     Take such action in connection with contesting such
                           claim as TODCO 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 TODCO or the Company;

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

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



                                      -14-

<PAGE>

                  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), TODCO 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 TODCO or the Company shall determine; provided, however,
                  that if TODCO 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, TODCO'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.

         (a)      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 TODCO'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 TODCO 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 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 TODCO 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, TODCO or any of TODCO's affiliates. Amounts



                                      -15-

<PAGE>

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, TODCO or any of TODCO'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) six (6) months after the Date of Termination for a
                  termination of employment described in Section 3 of this
                  Agreement or (ii) twelve (12) 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, TODCO, or
                  any of TODCO'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, TODCO or any of TODCO'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.

         (a)      The Executive acknowledges that he will derive significant
                  value from TODCO'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 TODCO. 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 TODCO's
                  and the Company's confidential information other than for
                  TODCO's and the Company's exclusive benefit and the
                  Executive's obligation not to compete contained in clause (a)
                  above, is necessary to protect TODCO's and the Company's
                  confidential information and, consequently, to preserve the
                  value and goodwill of TODCO 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 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 TODCO'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 TODCO, any of TODCO's affiliates
                  and the Company during the period as described above.



                                      -16-

<PAGE>

                  It is expressly understood and agreed that TODCO, the Company
                  and the Executive consider the restrictions contained in this
                  Section 7 to be reasonable and necessary to protect the
                  proprietary information of TODCO 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, TODCO or any of TODCO's affiliates.

9. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary capacity
for the benefit of the Company, TODCO and TODCO's affiliates, all secret or
confidential information, knowledge or data relating to the Company, TODCO or
any of TODCO's affiliates, and their respective businesses, which shall have
been obtained by the Executive during the Executive's employment by the Company,
TODCO or any of TODCO'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 TODCO and the Company, the Executive shall not, without the
prior written consent of TODCO 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 TODCO, the Company and those designated by them.
The parties hereto agree and acknowledge that, as of the Effective Date, TODCO
and the Company have provided the Executive with secret or confidential
information, knowledge or data described in this Section 9, and that TODCO 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 TODCO 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 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 TODCO 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 TODCO and the Company
                  pursuant to this and other agreements with the Executive.



                                      -17-

<PAGE>

         (a)      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.

         (a)      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
                  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 TODCO and the Company, without
                  the consent of the Executive, to any affiliate of Transocean
                  Inc. in the event that TODCO



                                      -18-


<PAGE>

                  determines to conduct its shallow-water or inland barge
                  business in or through an entity other than TODCO.

         (a)      This Agreement is personal to the Executive and without the
                  prior written consent of TODCO 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.

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

         (a)      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.

         (a)      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 TODCO:

                           TODCO
                           2000 W. Sam Houston Parkway S.
                           Suite 800
                           Houston, Texas  77042-3615
                           Attention: Chief Executive Officer

                           If to the Company:

                           TODCO Management Services, LLC
                           2000 W. Sam Houston Parkway S.
                           Suite 800
                           Houston, Texas  77042-3615
                           Attention: Chief Executive Officer


                           If to the Executive:

                           David J. Crowley

                           --------------------

                           --------------------



                                      -19-

<PAGE>

                  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.

         (a)      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.

         (a)      TODCO 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 TODCO, the Company, and
                  the Executive. TODCO's guarantee and undertakings hereunder
                  shall continue in force until all of the Company's obligations
                  under this Agreement and all of TODCO's obligations have been
                  duly performed.

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

         (a)      TODCO 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.

         (a)      The Executive's, TODCO'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, TODCO 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.

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

         (a)      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.



                                      -20-

<PAGE>


         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and TODCO and the Company have caused these presents to be executed in its name
on its behalf, all as of this 28th day of April, 2003, but effective as of the
Effective Date.


                                           /s/ DAVID J. CROWLEY
                                         ---------------------------------------
                                         David J. Crowley


                                         TODCO



                                         By:   /s/ JAN RASK
                                            ------------------------------------
                                            Jan Rask
                                            President and CEO



                                         TODCO MANAGEMENT SERVICES, INC.



                                         By:   /s/ T. SCOTT O'KEEFE
                                            ------------------------------------
                                            T. Scott O'Keefe
                                            Vice President



                                      -21-