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                                                                   EXHIBIT 10.51



                                     FORM OF

                               INDEMNITY AGREEMENT

                   This Indemnity Agreement (this "Agreement"), dated as of
________________, is made by and between GlobalSantaFe Corporation, a Cayman
Islands company (the "Company"), and _________________ (the "Indemnitee"), an
"Agent" (as hereinafter defined) of the Company.

                                 R E C I T A L S

                 A. The Company recognizes that competent and experienced
persons are increasingly reluctant to serve as Directors, officers or employees
of companies unless they are protected by comprehensive liability insurance or
indemnification, or both, due to increased exposure to litigation costs and
risks resulting from their service to such companies, and due to the fact that
the exposure frequently bears no reasonable relationship to their compensation;

                 B. The statutes and judicial decisions regarding the duties of
Directors and officers are often difficult to apply, ambiguous, or conflicting,
and therefore fail to provide such Directors and officers with adequate,
reliable knowledge of legal risks to which they are exposed or information
regarding the proper course of action to take;

                 C. The Company and the Indemnitee recognize that plaintiffs
often seek damages in such large amounts and the costs of litigation may be so
expensive (whether or not the case is meritorious), that the defense and/or
settlement of such litigation is often beyond the personal resources of
Directors, officers and employees;

                   D. The Company believes that it is often unfair for its
Directors, officers and employees to assume the risk of judgments and other
expenses which may occur in cases in which the Director, officer or employee has
acted in good faith and in a manner the Director, officer or employee reasonably
believes to be in or not opposed to the best interests of the Company;

                   E. The Company desires the Indemnitee to serve or continue to
serve as an Agent of the Company and recognizes that the Indemnitee may not be
willing to serve or continue to serve the Company without additional
indemnification and insurance to protect against claims for damages arising out
of or related to such services to the Company;

                   F. The Company believes that the interests of the Company and
its shareholders would best be served by a combination of Directors' and
officers' liability insurance and the indemnification by the Company of the
Directors, officers and employees of the Company; and

                   G. The Board of Directors has determined that contractual
indemnification as set forth in this Agreement is reasonable and prudent, and is
necessary to promote the best interests of the Company and its shareholders.


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                                A G R E E M E N T


                   NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth below, the parties to this Agreement, intending to be
legally bound, hereby agree as follows:

                   1.      Definitions.

                             (a) Agent. For purposes of this Agreement, "Agent"
          of the Company means any person who is or was a Director, officer,
          employee or other agent of the Company or a Subsidiary of the Company;
          or is or was serving at the request of, for the convenience of, or to
          represent the interests of the Company or a Subsidiary of the Company
          as a Director, officer, employee or agent of another foreign or
          domestic corporation, partnership, joint venture, trust or Other
          Enterprise.

                             (b) Expenses. For purposes of this Agreement,
          "Expenses" includes all direct and indirect costs of any type or
          nature whatsoever (including, without limitation, all attorneys' fees
          and related disbursements, other out-of-pocket costs and reasonable
          compensation for time spent by the Indemnitee for which he is not
          otherwise compensated by the Company or any third party, provided that
          the rate of compensation, if any, and estimated time involved is
          approved in advance by the Board of Directors), actually and
          reasonably incurred by the Indemnitee in connection with either the
          investigation, defense or appeal of a Proceeding or establishing or
          enforcing a right to indemnification under this Agreement or
          otherwise, and amounts paid in settlement (if such settlement is
          approved in advance by the Company) by or on behalf of the Indemnitee,
          but shall not include any judgments, fines or penalties actually
          levied against the Indemnitee.

                             (c) Proceeding. For the purposes of this Agreement,
          "Proceeding" means any threatened, pending or completed action, suit
          or other proceeding, whether civil, criminal, administrative,
          investigative or any other type whatsoever.

                             (d) Subsidiary. For purposes of this Agreement,
          "Subsidiary" means any corporation of which 50% or more of the
          outstanding voting securities are owned directly or indirectly by the
          Company, by the Company and one or more other subsidiaries, or by one
          or more other subsidiaries.

                             (e) Other Enterprise. For purposes of this
          Agreement, "Other Enterprise" means any other enterprise and shall
          include employee benefit plans; references to "fines" shall include
          any excise tax assessed with respect to any employee benefit plans;
          references to "serving at the request of the Company" shall include
          any service as an Agent of the Company which imposes duties on, or
          involves services by, such Director, officer, employee or Agent of the
          Company with respect to an employee benefit plan, its participants, or
          beneficiaries; any person who acts in good faith and in a manner he
          reasonably believes to be in the best interest of the participants and
          beneficiaries of an employee benefit plan shall be deemed to have
          acted in a manner "not opposed to the best interests of the Company"
          as referred to in this Agreement.

                   2. Agreement to Serve. The Indemnitee agrees to serve and/or
continue to serve as an Agent of the Company, at its will (or under separate
agreement, if such agreement exists), in the


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capacity the Indemnitee currently serves as an Agent of the Company, so long as
he is duly appointed or elected and qualified in accordance with the applicable
provisions of the Articles of Association or comparable corporate governance
document ("Articles") of the Company or the Articles of any Subsidiary of the
Company or until such time as he tenders his resignation in writing, provided,
however, that nothing contained in this Agreement is intended to create any
right in favor of the Indemnitee to continued employment in any capacity.

                   3. Indemnity in Third Party Proceedings. The Company shall
indemnify the Indemnitee if the Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any Proceeding (other than a Proceeding
by or in the name of the Company to procure a judgment in its favor) by reason
of the fact that the Indemnitee is or was an Agent of the Company, or by reason
of any act or inaction by him in any such capacity, against any and all Expenses
and liabilities of any type whatsoever (including, but not limited to,
judgments, fines and penalties), actually and reasonably incurred by him in
connection with the investigation, defense, settlement or appeal of such
Proceeding, but only in the absence of fraud, willful default or dishonesty on
the part of the Indemnitee and if the Indemnitee acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or Proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
Proceeding by judgment, order of court, settlement, conviction or on plea of
nolo contendere, or its equivalent, shall not, of itself, create a presumption
that the Indemnitee did not act in good faith in a manner which he reasonably
believed to be in the best interests of the Company or, with respect to any
criminal Proceedings, that such person had reasonable cause to believe that his
conduct was unlawful.

                   4. Indemnity in Derivative Actions. The Company shall
indemnify the Indemnitee if the Indemnitee is a party to or threatened to be
made a party to or otherwise involved in any Proceeding by or in the name of the
Company to procure a judgment in its favor by reason of the fact that the
Indemnitee is or was an Agent of the Company, or by reason of any act or
inaction by him in any such capacity, against all Expenses actually and
reasonably incurred by the Indemnitee in connection with the investigation,
defense, settlement, or appeal of such Proceeding, but only in the absence of
fraud, willful default or dishonesty on the part of the Indemnitee and if the
Indemnitee acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company, except that no
indemnification under this subsection shall be made in respect of any claim,
issue or matter as to which the Indemnitee shall have been finally adjudged to
be liable to the Company by a court of competent jurisdiction in the performance
of his duty to the Company, unless and only to the extent that any court in
which such Proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such Expenses as
such court shall deem proper.

                   5. Indemnification of Expenses of Successful Party.
Notwithstanding any other provisions of this Agreement, to the extent that the
Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue or matter therein, including the
dismissal of an action without prejudice, the Company shall indemnify the
Indemnitee against all Expenses actually and reasonably incurred in connection
with the investigation, defense or appeal of such Proceeding.

                   6. Partial Indemnification. If the Indemnitee is entitled
under any provision of this Agreement to indemnification by the Company for some
or a portion of any Expenses or liabilities of any type whatsoever (including,
but not limited to, judgments, fines or penalties), actually and reasonably

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incurred by him in the investigation, defense, settlement or appeal of a
Proceeding but is not entitled, however, to indemnification for the total amount
thereof, the Company shall nevertheless indemnify the Indemnitee for the portion
thereof to which the Indemnitee is entitled.

                   7. Advancement of Expenses. Subject to Section 11(a) below,
the Company shall advance all Expenses incurred by the Indemnitee in connection
with the investigation, defense, settlement or appeal of any Proceeding to which
the Indemnitee is a party or is threatened to be made a party by reason of the
fact that the Indemnitee is or was an Agent of the Company. The Indemnitee
hereby undertakes to repay such amounts advanced only if, and to the extent
that, it shall ultimately be determined that the Indemnitee is not entitled to
be indemnified by the Company as authorized by this Agreement. The advances to
be made under this Agreement shall be paid by the Company to or on behalf of the
Indemnitee within 30 days following delivery of a written request therefor by
the Indemnitee to the Company. By execution of this Agreement, the Indemnitee
agrees to repayment of the Company of such Expenses under [either Section 7 or
Section 9(a) below] [Section 7]1 if it is determined that the Indemnitee is not
entitled to the indemnification payment; provided, however, that in no
circumstance shall the Indemnitee be required to repay the Company for Expenses
as to which the Indemnitee is entitled to indemnification under this Agreement.

                   8.      Notice and Other Indemnification Procedures.

                           (a) Promptly after receipt by the Indemnitee of
         notice of the commencement of or the threat of commencement of any
         Proceeding, the Indemnitee shall, if the Indemnitee believes that
         indemnification with respect thereto may be sought from the Company
         under this Agreement, notify the Company of the commencement or threat
         of commencement thereof.

                           (b) Any indemnification requested by the Indemnitee
         under Section 3 and/or 4 of this Agreement shall be made no later than
         60 days after receipt of the written request of the Indemnitee, unless
         a determination is made within said 60 day period (i) by the Board of
         Directors of the Company by a majority vote of a quorum thereof
         consisting of Directors who are not parties to such Proceedings, or
         (ii) in the event such a quorum is not obtainable, at the election of
         the Company, either by independent legal counsel in a written opinion
         or by a panel of arbitrators, one of whom is selected by the Company,
         another of whom is selected by the Indemnitee and the last of whom is
         selected by the first two arbitrators so selected, that the Indemnitee
         has not met the relevant standards for indemnification set forth in
         Section 3 and 4 of this Agreement. In the event the Indemnitee is
         determined not entitled to indemnification, the Company shall give, or
         cause to be given to, the Indemnitee written notice thereof specifying
         the reason therefor, including any determination of fact or conclusion
         of law relied upon in reaching such determination.

                           (c) Notwithstanding a determination under Section
         8(b) above that the Indemnitee is not entitled to indemnification with
         respect to any specific Proceeding, the Indemnitee shall have the right
         to apply to any court of competent jurisdiction for the purpose of


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         1 The first bracketed language is to be included only in the Indemnity
Agreement of a person whose agreement contains provisions for a Letter of Credit
(see Note 2 below). The second bracketed language is to be included only in the
Indemnity Agreement of a person whose agreement does not contain the provision
for a Letter of Credit.




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         enforcing the Indemnitee's right to indemnification pursuant to this
         Agreement. Neither the failure of the Company (including its Board of
         Directors or independent legal counsel or the panel of arbitrators) to
         have made a determination prior to the commencement of such action that
         indemnification or advances are proper in the circumstances because the
         Indemnitee has met the applicable standard of conduct, nor an actual
         determination by the Company (including its Board of Directors or
         independent legal counsel or the panel of arbitrators) that the
         Indemnitee has not met such applicable standard of conduct, shall be a
         defense to the action or create any presumption that the Indemnitee has
         not met the applicable standard of conduct. In any such proceeding, the
         Company will bear the burden of proof in showing that the Indemnitee's
         conduct did not meet the applicable standard of conduct provided for by
         this agreement, and accordingly the Indemnitee shall be deemed to have
         a prima facie right to indemnification under this agreement unless the
         Company can prove to the court's satisfaction that the Indemnitee's
         conduct did not meet the applicable standard of conduct provided for by
         this agreement or applicable law for indemnification.

                           (d) In the absence of fraud, willful default or
         dishonesty on the part of the Indemnitee, the Company shall indemnify
         the Indemnitee against all Expenses incurred in connection with any
         hearing or Proceeding under this Section 8 unless a court of competent
         jurisdiction finds that each of the claims and/or defenses of the
         Indemnitee in any such Proceeding was frivolous or in bad faith.

                   9.      [Letter of Credit.(2)

                           (a) Letter of Credit. In order to secure the
         obligations of the Company to indemnify and advance Expenses to the
         Indemnitee pursuant to this Agreement, the Company shall obtain at the
         time of any Change in Control (as defined in Section 9(c) below) an
         irrevocable standby letter of credit naming the Indemnitee as the sole
         beneficiary (the "Letter of Credit"). The Letter of Credit shall be in
         an appropriate amount not less than $1,000,000, issued by a financial
         institution having assets in excess of $100 million and containing
         terms and conditions reasonably acceptable to the Indemnitee. The
         Letter of Credit shall provide that the Indemnitee may, from time to
         time, draw certain amounts thereunder, upon written certification by
         the Indemnitee to the issuer of the Letter of Credit that (i) the
         Indemnitee has made written request upon the Company for an amount not
         less than the amount he is drawing under the Letter of Credit and that
         the Company has failed or refused to provide him with such amount in
         full within thirty days after receipt of the request, and (ii)
         Indemnitee believes that he is entitled under the terms of this
         Agreement to the amount which he is drawing upon under the Letter of
         Credit. The issuance of the Letter of Credit shall not, in any way,
         diminish the Company's obligation to indemnify the Indemnitee against
         Expenses and liabilities to the full extent required by this Agreement.
         In the event of a draw down on the Letter of Credit by the Indemnitee
         followed by a subsequent judicial determination that the Indemnitee is
         not entitled to indemnification under this Agreement, then the
         Indemnitee shall return the funds drawn down to the Company or its
         designee within 30 days thereafter.


--------
         (2) There are two alternate versions of Section 9. The Letter of Credit
alternate is to be used only in Indemnity Agreements of directors and senior
officers designated by the Chief Executive Officer. The Assumption of Defense
alternate is to be used in all other Indemnity Agreements.





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                           (b) Term of Letter of Credit. Once the Company has
         obtained the Letter of Credit, the Company shall maintain and renew the
         Letter of Credit or a substitute Letter of Credit meeting the criteria
         of Section 9(b) during the term of this Agreement. The Letter of Credit
         shall have an initial term of five years, and always have at least one
         year of its term remaining for the period for which the Company
         continues to have obligations hereunder.

                           (c) Change of Control. A "Change of Control" shall
         mean a change in control of a nature that would be required to be
         reported in response to item 6(e) of Schedule 14A of Regulation 14A
         promulgated under the Securities Exchange Act of 1934 (the "Exchange
         Act") as such Schedule, Regulation and Act were in effect on the date
         of adoption of the Employee Severance Protection Plan by the Board of
         Directors of the Company ("Board" as used hereinafter in this
         Subsection 9(c)), assuming that such Schedule, Regulation and Act
         applied to the Company, provided that such a change in control shall be
         deemed to have occurred at such time as:

                                    (i) any "person" (as that term is used in
                  Sections 13(d) and 14(d)(2) of the Exchange Act) (other than
                  an Excluded Person (as defined below)) becomes, directly or
                  indirectly, the "beneficial owner" (as defined in Rule 13d-3
                  under the Exchange Act) of securities representing 20% or more
                  of the combined voting power for election of members of the
                  Board of the then outstanding voting securities of the Company
                  or any successor of the Company, excluding any person whose
                  beneficial ownership of securities of the Company or any
                  successor is obtained in a merger or consolidation not
                  included in paragraph (iii) below;

                                    (ii) during any period of two (2)
                  consecutive years or less, individuals who at the beginning of
                  such period constituted the Board of the Company cease, for
                  any reason, to constitute at least a majority of the Board,
                  unless the appointment, election or nomination for election of
                  each new member of the Board (other than a director whose
                  initial assumption of office is in connection with an actual
                  or threatened election contest, including but not limited to a
                  consent solicitation, relating to the election of directors of
                  the Company) was approved by a vote of at least two-thirds of
                  the members of the Board then still in office who were members
                  of the Board at the beginning of the period or whose
                  appointment, election or nomination was so approved since the
                  beginning of such period;

                                    (iii) there is consummated any merger,
                  consolidation or similar transaction to which the Company or
                  any subsidiary (subsidiary means, for this Subsection 9(c)
                  only, any corporation (whether now or hereafter existing)
                  which constitutes a "subsidiary" of the Company, as defined in
                  Section 424(f) of the Internal Revenue Code) is a party as a
                  result of which the persons who were equityholders of the
                  Company immediately prior to the effective date of the merger
                  or consolidation shall have beneficial ownership of less than
                  50% of the combined voting power for election of members of
                  the Board (or equivalent) of the surviving entity or its
                  parent following the effective date of such merger or
                  consolidation;

                                    (iv) any sale or other disposition (or
                  similar transaction) (in a single transaction or series of
                  related transactions) of (x) 50% or more of the assets or
                  earnings power of the Company or (y) business operations which
                  generated a majority of the


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                  consolidated revenues (determined on the basis of the
                  Company's four most recently completed fiscal quarters for
                  which reports have been completed) of the Company and its
                  subsidiaries immediately prior thereto, other than a sale,
                  other disposition or similar transaction to an Excluded Person
                  or to an entity of which equityholders of the Company
                  beneficially own at least 50% of the combined voting power;

                                    (v) any liquidation of the Company;

                                    (vi) there is consummated a "merger of
                  equals" (which for purposes of this Subsection shall mean a
                  merger with another company of relatively equal size) to which
                  the Company is a party as a result of which the persons who
                  were equityholders of the Company immediately prior to the
                  effective date of such merger shall have beneficial ownership
                  of less than 55% of the combined voting power for election of
                  members to the Board (or equivalent) of the surviving entity
                  or its parent following the effective date of such merger,
                  provided that the Board shall have the authority to increase
                  said percentage as may in its sole discretion be deemed
                  appropriate to cover a specific transaction; or

                                    (vii) for purposes of this Section 8(c), the
                  term "Excluded Person" shall mean and include (a) Kuwait
                  Petroleum Corporation and its affiliates, (b) any corporation
                  beneficially owned by shareholders of the Company in
                  substantially the same proportion as their ownership of shares
                  of the Company and (c) the Company and any subsidiaries of the
                  Company.]

9. [Assumption of Defense.(2) In the event the Company shall be obligated to pay
the Expenses of any Proceeding against the Indemnitee, the Company, if
appropriate, shall be entitled to assume the defense of such Proceeding, with
counsel reasonably acceptable to the Indemnitee, upon the delivery to the
Indemnitee of written notice of its election to do so. After delivery of such
notice, approval of such counsel by the Indemnitee and the retention of such
counsel by the Company, the Company will not be liable to the Indemnitee under
this Agreement for any fees of counsel subsequently incurred by the Indemnitee
with respect to the same Proceeding, provided that (i) the Indemnitee shall have
the right to employ his own counsel in such Proceeding at the Indemnitee's
expense; and (ii) if (a) the employment of counsel by the Indemnitee in such
Proceeding has been previously authorized in writing by the Company, (b) the
Company shall have reasonably concluded that there may be a conflict of interest
between the Company and the Indemnitee in the conduct of any such defense, or
(c) the Company shall not, in fact, have employed counsel to assume the defense
of such Proceeding, the fees and Expenses of the Indemnitee's counsel shall be
at the expense of the Company.]

                   10. Insurance. The Company may, but is not obligated to,
obtain Directors' and officers' liability insurance ("D&O Insurance") as may be
or become available in reasonable amounts from established and reputable
insurers with respect to which the Indemnitee is named as an insured.
Notwithstanding any other provision of the Agreement, the Company shall not be
obligated to indemnify the Indemnitee for Expenses, judgments, fines or
penalties, which have been paid directly to or on behalf of the Indemnitee out
of the Company's D&O Insurance. If the Company has D&O Insurance in effect at
the time the Company receives from the Indemnitee any notice of the commencement
of a Proceeding, the Company shall give prompt notice of the commencement of
such Proceeding to the insurers in accordance with the procedures set forth in
the policy. The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such policy.

<PAGE>



                   11. Exceptions. Any other provision in this Agreement to the
contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement:

                            (a) Claims Initiated by the Indemnitee. To indemnify
         or advance Expenses to the Indemnitee with respect to Proceedings or
         claims initiated or brought voluntarily by the Indemnitee and not by
         way of defense, except with respect to Proceedings brought to establish
         or enforce a right to indemnification under this Agreement or any other
         statute or law, but such indemnification or advancement of Expenses may
         be provided by the Company in specific cases if the Board of Directors
         finds it to be appropriate; or

                            (b) Action for Indemnification. To indemnify the
         Indemnitee for any Expenses incurred by the Indemnitee with respect to
         any Proceeding instituted by the Indemnitee to enforce or interpret
         this Agreement, if a court of competent jurisdiction determines that
         any of the material assertions made by the Indemnitee in such
         Proceeding was not made in good faith or was frivolous; or

                            (c) Unauthorized Settlements. To indemnify the
         Indemnitee under this Agreement for any amounts paid in settlement of a
         Proceeding effected without the Company's written consent. The Company
         shall not settle any Proceeding without the Indemnitee's written
         consent. Neither the Company nor the Indemnitee will unreasonably
         withhold consent to any proposed settlement; or

                            (d) Certain Matters. To indemnify the Indemnitee on
         account of any Proceeding with respect to (i) remuneration paid to the
         Indemnitee if it is determined by judgment or other adjudication that
         such remuneration was in violation of law, (ii) which judgment is
         rendered against the Indemnitee for an accounting of profits made from
         the purchase or sale by the Indemnitee of securities of the Company
         pursuant to the provisions of Section 16(b) of the Securities Exchange
         Act of 1934, as amended, or similar provisions of any federal, state or
         local statute, or (iii) which it is determined by judgment or other
         adjudication that the Indemnitee's conduct was knowingly fraudulent or
         dishonest.

                   12. Nonexclusivity. The provisions for indemnification and
advancement of Expenses set forth in this Agreement shall not be deemed
exclusive of any other rights which the Indemnitee may have under any provision
of law, the Company's Memorandum or Articles of Association, in any court in
which a Proceeding is brought, the vote of the Company's shareholders or
disinterested Directors, other agreements or otherwise, both as to action in his
official capacity and to action in another capacity while occupying his position
as an Agent of the Company, and the Indemnitee's rights under this Agreement
shall continue after the Indemnitee has ceased acting as an Agent of the Company
and shall inure to the benefit of the heirs, executors and administrators of the
Indemnitee.

                   13. Subrogation. In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnitee, who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights.



<PAGE>



                   14. Interpretation of Agreement. It is understood that the
parties to this Agreement intend this Agreement to be interpreted and enforced
so as to provide indemnification to the Indemnitee to the fullest extent now or
hereafter permitted by law.

                   15. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and enforceability of the remaining
provisions of the Agreement (including without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby, and (ii) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraph of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable and to give effect to Section 14 of this Agreement.

                   16. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties to this Agreement. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision of
this Agreement (whether or not similar) nor shall such waiver constitute a
continuing waiver.

                   17. Successors and Assigns; Duration of Agreement. The terms
of this Agreement shall bind, and shall inure to the benefit of, the successors
and assigns of the parties to this Agreement. This Agreement shall continue in
effect so long as the Indemnitee shall be subject to any Proceeding by reason of
the fact that the Indemnitee is or was an Agent of the Company, regardless of
whether the Indemnitee continues to serve as an Agent of the Company.

                   18. Notice. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed duly
given (i) if delivered by hand and receipted for by the party addressee, on the
date of delivery, or (ii) if mailed by certified or registered mail with postage
prepaid, on the third business day after the mailing date. Addresses for notice
to either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice.

                    19. Governing Law. This Agreement shall be governed
exclusively by and construed according to the laws of the Cayman Islands. If a
court of competent jurisdiction shall make a final determination that the
provisions of the law of any jurisdiction other than the Cayman Islands, govern
indemnification by the Company of its Directors and officers, then the
indemnification provided under this Agreement shall in all instances be
enforceable only to the extent permitted under such law, notwithstanding any
provision of this Agreement to the contrary.

The parties hereto have entered into this Agreement as of the ___ day of ______.


                                          GlobalSantaFe Corporation


                                       By ______________________________________
                                          Name:
                                          Title:


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                                       Address:    777 N. Eldridge Parkway
                                                   Houston, Texas 77079-4493
                                                   Attention: General Counsel

                                       Indemnitee:

                                          ______________________________________

                                          Name:_________________________________

                                       Address: ________________________________

                                                ________________________________

                                                ________________________________