<PAGE>
                                                                   EXHIBIT 10.10

                                      TODCO

                            INDEMNIFICATION AGREEMENT


                  This Indemnification Agreement (this "AGREEMENT"), made and
entered into as of the ____ day of __________, ______ by and between TODCO, a
Delaware corporation (the "Corporation"), and __________________ ("INDEMNITEE"),

                                   WITNESSETH:

                  WHEREAS, Indemnitee is currently serving or is about to begin
serving as a director and/or officer of the Corporation and/or in another
Corporate Status, and Indemnitee is willing, subject to, among other things, the
Corporation's execution and performance of this Agreement, to continue in or
assume such capacity or capacities; and

                  WHEREAS, the Bylaws of the Corporation provide that the
Corporation shall indemnify and advance expense to all directors and officers of
the Corporation in the manner set forth therein and to the fullest extent
permitted by applicable law, and to such greater extent as applicable law may
thereafter permit, and the Corporation's Certificate of Incorporation provides
for limitation of liability for directors; and

                  WHEREAS, in order to induce Indemnitee to provide services as
contemplated hereby, the Corporation has deemed it to be in its best interest to
enter into this Agreement with Indemnitee;

                  NOW, THEREFORE, in consideration of Indemnitee's agreement to
provide services to the Corporation and/or certain of its affiliates as
contemplated hereby, the mutual agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto stipulate and agree as follows:

                                   ARTICLE I

                               Certain Definitions

                  As used herein, the following words and terms shall have the
following respective meanings (whether singular or plural):

                  "Certificate of Incorporation" means the Third Amended and
Restated Certificate of Incorporation of the Corporation (as it may be further
amended or restated from time to time).

                  "Change of Control" means a change in control of the
Corporation after both the Trigger Date and the date the Indemnitee acquired his
Corporate Status, which shall be deemed to have occurred in any one of the
following circumstances occurring after such date: (i) there shall have occurred
an event required to be reported with respect to the Corporation in response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
on any similar schedule or form) promulgated under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), whether or not the Corporation is then
subject to such reporting



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<PAGE>

requirement; (ii) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) shall have become the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 40% or more of the combined voting power of the
Corporation's then outstanding voting securities without prior approval of at
least two-thirds of the members of the Board of Directors in office immediately
prior to such person attaining such percentage interest; (iii) the Corporation
is a party to a merger, consolidation, sale of assets or other reorganization,
or a proxy contest, as a consequence of which members of the Board of Directors
in office immediately prior to such transaction or event constitute less than a
majority of the Board of Directors thereafter; or (iv) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including, for this purpose, any new director whose
election or nomination for election by the Corporation's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors; [provided, however,
that notwithstanding the foregoing, the distribution of the shares of the
Corporation's common stock by Transocean to its shareholders shall not be a
Change of Control].

                  "Corporate Status" describes the status of Indemnitee as a
director, officer, employee, agent or fiduciary of the Corporation or of any
other corporation, partnership, limited liability company, association, joint
venture, trust, employee benefit plan or other enterprise that Indemnitee is or
was serving at the request of the Corporation.

                  "Court" means the Court of Chancery of the State of Delaware
or any other court of competent jurisdiction.

                  "Designated Professional Capacity" shall include, but not be
limited to, a physician, nurse, psychologist or therapist, registered surveyor,
registered engineer, registered architect, attorney, certified public accountant
or other person who renders such professional services within the course and
scope of his employment, who is licensed by appropriate regulatory authorities
to practice such profession and who, while acting in the course of such
employment, committed or is alleged to have committed any negligent acts, errors
or omissions in rendering such professional services at the request of the
Corporation or pursuant to his employment (including, without limitation,
rendering written or oral opinions to third parties).

                  "DGCL" means the Delaware General Corporation Law.

                  "Expenses" shall include all reasonable attorneys' fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, or being or preparing to be a witness in
a Proceeding.

                  "Independent Counsel" means a law firm, or a member of a law
firm, that is experienced in matters of corporation law and neither presently
is, nor in the five years previous to his selection or appointment has been,
retained to represent: (i) the Corporation or Indemnitee in any matter material
to either such party or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder.


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<PAGE>

                  "Matter" is a claim, a material issue or a substantial request
for relief.

                  "Proceeding" includes any action, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, except one
initiated by Indemnitee pursuant to Section 6.1 (Adjudication) of this Agreement
to enforce his rights under this Agreement.

                  "Transocean" means Transocean Inc., a company organized under
the laws of the Cayman Islands, any successor to Transocean Inc. by means of
reorganization, merger, consolidation, conveyance or transfer or any ultimate
parent company of Transocean Inc..

                  "Trigger Date" means the date on which Transocean shall first
cease to own, either directly or indirectly, shares representing at least a
majority of the the then outstanding shares of capital stock entitled to vote
generally on the election of directors and shall exclude any class or series of
capital stock only entitled to vote in the event of dividend arrearages thereon,
whether or not at the time of determination there are any such dividend
arrearages.


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<PAGE>


                                   ARTICLE II

                             Services by Indemnitee

                  Section 2.1. Services by Indemnitee. Indemnitee agrees to
serve or continue to serve in his current capacity or capacities as a director,
officer, employee, agent or fiduciary of the Corporation. Indemnitee may also
serve, as the Corporation may reasonably request from time to time, as a
director, officer, employee, agent or fiduciary of any other corporation,
partnership, limited liability company, association, joint venture, trust or
other enterprise in which the Corporation has an interest. Indemnitee and the
Corporation each acknowledge that they have entered into this Agreement as a
means of inducing Indemnitee to serve the Corporation in such capacities.
Indemnitee may at any time and for any reason resign from such position or
positions (subject to any other contractual obligation or any obligation imposed
by operation of law). The Corporation shall have no obligation under this
Agreement to continue Indemnitee in any such position for any period of time and
shall not be precluded by the provisions of this Agreement from removing
Indemnitee from any such position at any time.

                                  ARTICLE III

                                 Indemnification

                  Section 3.1. General. The Corporation shall, to the fullest
extent permitted by applicable law in effect on the date hereof, and to such
greater extent as applicable law may thereafter permit, indemnify and hold
Indemnitee harmless from and against any and all losses, liabilities, claims,
damages and, subject to Section 3.2, (Expenses) (as this and all other
capitalized words are defined in Article I of this Agreement), whatsoever
arising out of any event or occurrence related to the fact that Indemnitee is or
was a director or officer (including as an officer acting in his Designated
Professional Capacity) of the Corporation or is or was serving in another
Corporate Status.

                  Section 3.2. Expenses. If Indemnitee is, by reason of his
Corporate Status a party to and is successful, on the merits or otherwise, in
any Proceeding, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to any Matter in such Proceeding, the Corporation shall
indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or on his behalf relating to such Matter. The termination of any Matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be
a successful result as to such Matter. To the extent that the Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.



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<PAGE>

                                   ARTICLE IV

                             Advancement of Expenses

                  Section 4.1. Advances. In the event of any threatened or
pending action, suit or proceeding in which Indemnitee is a party or is involved
and that may give rise to a right of indemnification under this Agreement,
following written request to the Corporation by Indemnitee, the Corporation
shall promptly pay to Indemnitee amounts to cover expenses reasonably incurred
by Indemnitee in such proceeding in advance of its final disposition upon the
receipt by the Corporation of (i) a written undertaking executed by or on behalf
of Indemnitee providing that Indemnitee will repay the advance if it shall
ultimately be determined that Indemnitee is not entitled to be indemnified by
the Corporation as provided in this Agreement and (ii) satisfactory evidence as
to the amount of such expenses.

                  Section 4.2. Repayment of Advances or Other Expenses.
Indemnitee agrees that Indemnitee shall reimburse the Corporation for all
expenses paid by the Corporation in defending any civil, criminal,
administrative or investigative action, suit or proceeding against Indemnitee in
the event and only to the extent that it shall be determined pursuant to the
provisions of this Agreement or by final judgment or other final adjudication
under the provisions of any applicable law that Indemnitee is not entitled to be
indemnified by the Corporation for such expenses.

                                   ARTICLE V

                   Procedure for Determination of Entitlement
                               to Indemnification

                  Section 5.1. Request for Indemnification. To obtain
indemnification, Indemnitee shall submit to the Secretary of the Corporation a
written claim or request. Such written claim or request shall contain sufficient
information to reasonably inform the Corporation about the nature and extent of
the indemnification or advance sought by Indemnitee. The Secretary of the
Corporation shall promptly advise the Board of Directors of such request.

                  Section 5.2. Determination of Entitlement; No Change of
Control. If there has been no Change of Control at the time the request for
indemnification is submitted, Indemnitee's entitlement to indemnification shall
be determined in accordance with Section 145(d) of the DGCL. If entitlement to
indemnification is to be determined by Independent Counsel, the Corporation
shall furnish notice to Indemnitee within 10 days after receipt of the request
for indemnification, specifying the identity and address of Independent Counsel.
The Indemnitee may, within 14 days after receipt of such written notice of
selection, deliver to the Corporation a written objection to such selection.
Such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of Independent Counsel and the
objection shall set forth with particularity the factual basis for such
assertion. If there is an objection to the selection of Independent Counsel,
either the Corporation or Indemnitee may petition the Court for a determination
that the objection is without a reasonable basis and/or for the appointment of
Independent Counsel selected by the Court.

                  Section 5.3. Determination of Entitlement; Change of Control.
If there has been a Change of Control at the time the request for
indemnification is submitted, Indemnitee's entitlement to indemnification shall
be determined in a written opinion by Independent Counsel selected by
Indemnitee. Indemnitee shall give the Corporation written notice advising of the



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identity and address of the Independent Counsel so selected. The Corporation
may, within seven days after receipt of such written notice of selection,
deliver to the Indemnitee a written objection to such selection. Indemnitee may,
within five days after the receipt of such objection from the Corporation,
submit the name of another Independent Counsel and the Corporation may, within
seven days after receipt of such written notice of selection, deliver to the
Indemnitee a written objection to such selection. Any objections referred to in
this Section 5.3 may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of Independent Counsel and such
objection shall set forth with particularity the factual basis for such
assertion. Indemnitee may petition the Court for a determination that the
Corporation's objection to the first and/or second selection of Independent
Counsel is without a reasonable basis and/or for the appointment as Independent
Counsel of a person selected by the Court.

                  Section 5.4. Procedures of Independent Counsel. If a Change of
Control shall have occurred before the request for indemnification is sent by
Indemnitee, Indemnitee shall be presumed (except as otherwise expressly provided
in this Agreement) to be entitled to indemnification upon submission of a
request for indemnification in accordance with Section 5.1 (Request for
Indemnification) of this Agreement, and thereafter the Corporation shall have
the burden of proof to overcome the presumption in reaching a determination
contrary to the presumption. The presumption shall be used by Independent
Counsel as a basis for a determination of entitlement to indemnification unless
the Corporation provides information sufficient to overcome such presumption by
clear and convincing evidence or the investigation, review and analysis of
Independent Counsel convinces him by clear and convincing evidence that the
presumption should not apply.

                  Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or persons
empowered under Section 5.2 (Determination of Entitlement; No Change of Control)
or 5.3 (Determination of Entitlement; Change of Control) of this Agreement to
determine entitlement to indemnification shall not have made and furnished to
Indemnitee in writing a determination within 60 days after receipt by the
Corporation of the request therefor, the requisite determination of entitlement
to indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification unless Indemnitee knowingly misrepresented a
material fact in connection with the request for indemnification or such
indemnification is prohibited by applicable law. The termination of any
Proceeding or of any Matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee did not act in good faith and in a manner that he reasonably believed
to be in or not opposed to the best interests of the Corporation, or with
respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that his conduct was unlawful. A person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan of the Corporation shall be deemed to
have acted in a manner not opposed to the best interests of the Corporation.

                  For purposes of any determination hereunder, a person shall be
deemed to have acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, or, with respect to
any criminal action or Proceeding, to have had no reasonable cause to believe
his conduct was unlawful, if his action is based on the records or



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books of account of the Corporation or another enterprise or on information
supplied to him by the officers of the Corporation or another enterprise in the
course of their duties or on the advice of legal counsel for the Corporation or
another enterprise or on information or records given or reports made to the
Corporation or another enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as used in this
Section shall mean any other corporation or any partnership, limited liability
company, association, joint venture, trust, employee benefit plan or other
enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The provisions of this
paragraph shall not be deemed to be exclusive or to limit in any way the
circumstances in which an Indemnitee may be deemed to have met the applicable
standards of conduct for determining entitlement to rights under this Agreement.

                  Section 5.5. Independent Counsel Expenses. The Corporation
shall pay any and all reasonable fees and expenses of Independent Counsel
incurred acting pursuant to this Article and in any proceeding to which it is a
party or witness in respect of its investigation and written report and shall
pay all reasonable fees and expenses incident to the procedures in which such
Independent Counsel was selected or appointed. No Independent Counsel may serve
if a timely objection has been made to his selection until a court has
determined that such objection is without a reasonable basis.

                                   ARTICLE VI

                         Certain Remedies of Indemnitee

                  Section 6.1. Adjudication. In the event that (i) a
determination is made pursuant to Section 5.2 (Determination of Entitlement; No
Change of Control) or 5.3 (Determination of Entitlement; Change of Control)
hereof that Indemnitee is not entitled to indemnification under this Agreement;
(ii) advancement of Expenses is not timely made pursuant to Section 4.1
(Advances) of this Agreement; (iii) Independent Counsel has not made and
delivered a written opinion determining the request for indemnification (a)
within 90 days after being appointed by the Court, or (b) within 90 days after
objections to his selection have been overruled by the Court or (c) within 90
days after the time for the Corporation or Indemnitee to object to his
selection; or (iv) payment of indemnification is not made within five days after
a determination of entitlement to indemnification has been made or deemed to
have been made pursuant to Section 5.2 (Determination of Entitlement; No Change
of Control), 5.3 (Determination of Entitlement; Change of Control) or 5.4
(Procedures of Independent Counsel) of this Agreement, Indemnitee shall be
entitled to an adjudication in an appropriate court of the State of Delaware, or
in any other court of competent jurisdiction, of his entitlement to such
indemnification or advancement of Expenses. In the event that a determination
shall have been made that Indemnitee is not entitled to indemnification, any
judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall
be conducted in all respects as a de novo trial on the merits and Indemnitee
shall not be prejudiced by reason of that adverse determination. If a Change of
Control shall have occurred, in any judicial proceeding commenced pursuant to
this Section 6.1, the Corporation shall have the burden of proving that
Indemnitee is not entitled to indemnification or advancement of Expenses, as the
case may be. If a determination shall have been made or deemed to have been made
that Indemnitee is entitled to indemnification, the



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Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to this Section 6.1, or otherwise, unless Indemnitee
knowingly misrepresented a material fact in connection with the request for
indemnification, or such indemnification is prohibited by law.

                  The Corporation shall be precluded from asserting in any
judicial proceeding commenced pursuant to this Section 6.1 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable, and
shall stipulate in any such proceeding that the Corporation is bound by all
provisions of this Agreement. In the event that Indemnitee, pursuant to this
Section 6.1, seeks a judicial adjudication to enforce his rights under, or to
recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Corporation, and shall be indemnified by the Corporation
against, any and all Expenses actually and reasonably incurred by him in such
judicial adjudication, but only if he prevails therein. If it shall be
determined in such judicial adjudication that Indemnitee is entitled to receive
part but not all of the indemnification or advancement of Expenses sought, the
Expenses incurred by Indemnitee in connection with such judicial adjudication or
arbitration shall be appropriately prorated.

                                  ARTICLE VII

                        Participation by the Corporation

                  Section 7.1. Participation by the Corporation. With respect to
any such claim, action, suit, proceeding or investigation as to which Indemnitee
notifies the Corporation of the commencement thereof: (a) the Corporation will
be entitled to participate therein at its own expense; and (b) except as
otherwise provided below, to the extent that it may wish, the Corporation
(jointly with any other indemnifying party similarly notified) will be entitled
to assume the defense thereof, with counsel reasonably satisfactory to
Indemnitee. After receipt of notice from the Corporation to Indemnitee of the
Corporation's election so to assume the defense thereof, the Corporation will
not be liable to Indemnitee under this Agreement for any legal or other expenses
subsequently incurred by Indemnitee in connection with the defense thereof other
than reasonable costs of investigation or as otherwise provided below.
Indemnitee shall have the right to employ his own counsel in such action, suit,
proceeding or investigation but the fees and expenses of such counsel incurred
after notice from the Corporation of its assumption of the defense thereof shall
be at the expense of Indemnitee unless (i) the employment of counsel by
Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have
reasonably concluded that there is a conflict of interest between the
Corporation and Indemnitee in the conduct of the defense of such action or (iii)
the Corporation shall not in fact have employed counsel to assume the defense of
such action, in each of which cases the fees and expenses of counsel employed by
Indemnitee shall be subject to indemnification pursuant to the terms of this
Agreement provided that the Corporation shall not be entitled to assume the
defense of any action, suit, proceeding or investigation brought in the name of
or on behalf of the Corporation or as to which Indemnitee shall have made the
conclusion provided for in clause (ii) of this sentence. The Corporation shall
not be liable to indemnify Indemnitee under this Agreement for any amounts paid
in settlement of any action or claim effected without its written consent, which
consent shall not be unreasonably withheld. The Corporation shall not settle any
action or claim



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in any manner that would impose any limitation or unindemnified penalty on
Indemnitee without Indemnitee's written consent, which consent shall not be
unreasonably withheld.

                                  ARTICLE VIII

                                  MISCELLANEOUS

                  Section 8.1. Nonexclusivity of Rights. The rights of
indemnification and advancement of Expenses as provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time
be entitled to under applicable law, the Corporation's Certificate of
Incorporation, the Corporation's Bylaws, any agreement, a vote of stockholders
or a resolution of directors, or otherwise. No amendment, alteration or repeal
of this Agreement or any provision hereof shall be effective as to any
Indemnitee for acts, events and circumstances that occurred, in whole or in
part, before such amendment, alteration or repeal. The provisions of this
Agreement shall continue as to an Indemnitee whose Corporate Status has ceased
for any reason and shall inure to the benefit of his heirs, executors and
administrators.

                  Section 8.2. Insurance and Subrogation. The Corporation shall
not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if, but only to the extent that, Indemnitee has
otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise.

                  In the event of any payment hereunder, the Corporation shall
be subrogated to the extent of such payment to all the rights of recovery of
Indemnitee, who shall execute all papers required and take all action reasonably
requested by the Corporation to secure such rights, including execution of such
documents as are necessary to enable the Corporation to bring suit to enforce
such rights.

                  Section 8.3. Acknowledgment of Certain Matters. Both the
Corporation and Indemnitee acknowledge that in certain instances, applicable law
or public policy may prohibit indemnification of Indemnitee by the Corporation
under this Agreement or otherwise. Indemnitee understands and acknowledges that
the Corporation has undertaken or may be required in the future to undertake, by
the Securities and Exchange Commission, to submit the question of
indemnification to a court in certain circumstances for a determination of the
Corporation's right under public policy to indemnify Indemnitee.

                  Section 8.4. Amendment. This Agreement may not be modified or
amended except by a written instrument executed by or on behalf of each of the
parties hereto.

                  Section 8.5. Waivers. The observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the party entitled to enforce such term only
by a writing signed by the party against which such waiver is to be asserted.
Unless otherwise expressly provided herein, no delay on the part of any party
hereto in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party hereto of any
right, power or privilege hereunder operate as a waiver of any other right,
power or privilege hereunder nor shall any



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<PAGE>

single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.

                  Section 8.6. Entire Agreement. This Agreement and the
documents referred to herein constitute the entire agreement between the parties
hereto with respect to the matters covered hereby, and any other prior or
contemporaneous oral or written understandings or agreements with respect to the
matters covered hereby are superseded by this Agreement.

                  Section 8.7. Severability. If any provision or provisions of
this Agreement shall be held to be invalid, illegal or unenforceable for any
reason whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to the
fullest extent possible, the provisions of this Agreement shall be construed so
as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

                  Section 8.8. Certain Actions For Which Indemnification Is Not
Provided. Notwithstanding any other provision of this Agreement, Indemnitee
shall not be entitled to indemnification or advancement of Expenses under this
Agreement with respect to any Proceeding, or any Matter therein, brought or made
by Indemnitee against the Corporation.

                  Section 8.9. Notices. Promptly after receipt by Indemnitee of
notice of the commencement of any action, suit or proceeding, Indemnitee shall,
if he anticipates or contemplates making a claim for expenses or an advance
pursuant to the terms of this Agreement, notify the Corporation of the
commencement of such action, suit or proceeding; provided, however, that any
delay in so notifying the Corporation shall not constitute a waiver or release
by Indemnitee of rights hereunder and that any omission by Indemnitee to so
notify the Corporation shall not relieve the Corporation from any liability that
it may have to Indemnitee otherwise than under this Agreement. Any communication
required or permitted to the Corporation shall be addressed to the Secretary of
the Corporation and any such communication to Indemnitee shall be addressed to
the Indemnitee's address as shown on the Corporation's records unless the
Indemnitee specifies otherwise and shall be personally delivered or delivered by
overnight mail delivery. Any such notice shall be effective upon receipt.

                  Section 8.10. Certain Rights. The right to be indemnified or
to the advancement or reimbursement of Expenses (i) is and is intended to be
retroactive and shall be available as to events occurring prior to the date of
this Agreement and (ii) shall continue after any rescission or restrictive
modification of such provisions as to events occurring prior thereto.

                  Section 8.11. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of Delaware without
regard to any principles of conflict of laws that, if applied, might permit or
require the application of the laws of a different jurisdiction.

                  Section 8.12. Headings. The Article and Section headings in
and referred to in this Agreement are for convenience of reference only, and
shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.



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<PAGE>
                  Section 8.13. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

                  Section 8.14. Use of Certain Terms. As used in this Agreement,
the words "herein," "hereof," and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any particular paragraph,
subparagraph, section, subsection, or other subdivision. Whenever the context
may require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns
and verbs shall include the plural and vice versa.

                  Section 8.15. Indemnification for Negligence, Gross
Negligence, etc. Without limiting the generality of any other provision
hereunder, it is the express intent of this Agreement that Indemnitee be
indemnified and expenses be advanced regardless of Indemnitee's acts of
negligence, gross negligence, intentional or willful misconduct to the extent
that indemnification and advancement of expenses is allowed pursuant to the
terms of this Agreement.




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<PAGE>


                  IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered to be effective as of the date first above written.

                             TODCO



                             By:
                                -----------------------------------------------
                                Name:
                                Title:


                             INDEMNITEE



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




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