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                                                                    EXHIBIT 10.5


                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of
____________________, 2004, between Transocean Inc., a company organized under
the laws of the Cayman Islands ("Transocean"), and TODCO, a Delaware corporation
(the "Company").

         WHEREAS, Transocean Holdings Inc., a Delaware corporation and a wholly
owned subsidiary of Transocean ("Transocean Holdings"), owns all of the capital
stock of the Company outstanding as of the execution of this Agreement; and

         WHEREAS, as provided in a Master Separation Agreement dated the date
hereof among Transocean, Transocean Holdings and the Company (the "Separation
Agreement"), Transocean Holdings has determined to offer to the public (the
"Public Offering") shares of the Company's Class A Common Stock (as defined
below); and

         WHEREAS, in connection with the Public Offering, the Company has, among
other things, agreed to grant to Transocean and any of its Affiliates (other
than TODCO or any of its Subsidiaries) who from time to time own Registrable
Securities (including without limitation Transocean Holdings) certain
registration rights applicable to Registrable Securities (as defined below) held
by Transocean and such Affiliates, and the parties hereto desire to enter into
this Agreement to set forth the terms of such registration rights; and

         WHEREAS, the execution and delivery of this Agreement by the parties
hereto is a condition to the obligations of each of Transocean, Transocean
Holdings and the Company under the Separation Agreement; and

         NOW, THEREFORE, upon the premises and based on the mutual promises
herein contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

      1. Certain Definitions. As used in this Agreement, the following initially
capitalized terms shall have the following meanings:

         (a) "Affiliate" means, with respect to any person, any other person
who, directly or indirectly, is in control of, is controlled by or is under
common control with the former person; and "control" (including the terms
"controlling," "controlled by," and "under common control with") means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise.

         (b) "Class A Common Stock" means the Company's Class A Common Stock,
par value $0.01 per share.

         (c) "Class B Common Stock" means the Company's Class B Common Stock,
par value $0.01 per share.


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         (d) "Common Stock" means both the Class A Common Stock and the Class B
Common Stock.

         (e) "Company Securities" has the meaning set forth in Section 3 hereof.

         (f) "Exchangeable Securities" has the meaning set forth in Section 6
hereof.

         (g) "Fair Market Value" means, with respect to any security, (i) if the
security is listed on a national securities exchange or authorized for quotation
on a national market quotation system, the closing price, regular way, of the
security on such exchange or quotation system, as the case may be, or if no such
reported sale of the security shall have occurred on such date, on the next
preceding date on which there was such a reported sale, or (ii) if the security
is not listed for trading on a national securities exchange or authorized for
quotation on a national market quotation system, the average of the closing bid
and asked prices as reported by the National Association of Securities Dealers
Automated Quotation System or such other reputable entity or system engaged in
the regular reporting of securities prices and on which such prices for such
security are reported or, if no such prices shall have been reported for such
date, on the next preceding date for which such prices were so reported, or
(iii) if the security is not publicly traded, the fair market value of such
security as determined by a nationally recognized investment banking or
appraisal firm mutually acceptable to the Company and the Holders, the fair
market value of whose Registrable Securities is to be determined.

         (h) "Holder" means (i) Transocean and any Affiliate of Transocean
(other than TODCO or any of its Subsidiaries) who from time to time owns
Registrable Securities (including without limitation Transocean Holdings) or
(ii) any Permitted Transferee and any Affiliate of such Permitted Transferee who
from time to time owns Registrable Securities.

         (i) "Initiating Holders" has the meaning set forth in Section 3(b)
hereof.

         (j) "Initiating Holder Securities" has the meaning set forth in Section
3(b) hereof.

         (k) "Maximum Marketable Amount" means, when used in connection with an
underwritten offering, the aggregate number or principal amount of securities
which, in the opinion of the managing underwriter for such offering, can be sold
in such offering without materially and adversely affecting the offering.

         (l) "Other Holders" has the meaning set forth in Section 3(b) hereof.

         (m) "Other Securities" has the meaning set forth in Section 3 hereof.

         (n) "Permitted Transferee" has the meaning set forth in Section 11
hereof.

         (o) "Person" means any individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, or other entity of whatever nature.


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         (p) "Registrable After-Acquired Securities" means any securities of the
Company acquired by a Holder after the execution of this Agreement, including,
without limitation, shares of Class B Common Stock acquired by Transocean and
Transocean Holdings pursuant to the Exchange (as defined in the Separation
Agreement).

         (q) "Registrable Securities" means any of the following held by a
Holder (i) the shares of Class B Common Stock owned as of the execution of this
Agreement by Transocean Holdings, (ii) the shares of Class A Common Stock into
which shares of Class B Common Stock are convertible pursuant to the Company's
certificate of incorporation, (iii) all Registrable After-Acquired Securities,
(iv) any stock or other securities into which or for which such Class A Common
Stock, Class B Common Stock or Registrable After-Acquired Securities may
hereafter be changed, converted or exchanged, and (v) any other securities
issued to holders of such Class A Common Stock, Class B Common Stock or
Registrable After-Acquired Securities (or such stock or other securities into
which or for which such Class A Common Stock, Class B Common Stock or
Registrable After-Acquired Securities are so changed, converted or exchanged)
upon any reclassification, share combination, share subdivision, share dividend,
merger, consolidation or similar transaction or event, provided that any such
securities shall cease to be Registrable Securities when such securities are
sold in any manner to a person who is not a Permitted Transferee or after the
registration rights with respect to the Holder thereof has expired pursuant to
Section 12(g).

         (r) "Registration Expenses" means all out-of-pocket expenses incurred
in connection with any registration of Registrable Securities pursuant to this
Agreement (other than Selling Expenses), including, without limitation, the
following; (i) SEC filing fees; (ii) all fees, disbursements and expenses of the
Company's counsel(s) and accountants in connection with the registration of the
Registrable Securities to be disposed of and the reasonable fees, disbursements
and expenses of counsel, other than the Company's counsel, selected by the
Holders of the Registrable Securities to be disposed of; (iii) all expenses in
connection with the preparation, printing and filing of the registration
statement, any preliminary prospectus or final prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to any
Holders, underwriters and dealers and all expenses incidental to delivery of the
Registrable Securities; (iv) the cost of printing or producing any underwriting
agreement, agreement among underwriters, agreement between syndicates, selling
agreement, blue sky or legal investment memorandum or other document in
connection with the offering, sale or delivery of the Registrable Securities to
be disposed of; (v) all expenses in connection with the qualification of the
Registrable Securities to be disposed of for offering and sale under state
securities laws, including the fees and disbursements of counsel for the
underwriters in connection with such qualification and the preparation of any
blue sky and legal investments surveys; (vi) the filing fees incident to
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Registrable Securities to be disposed of;
(vii) transfer agents', depositaries' and registrars' fees and the fees of any
other agent appointed in connection with such offering; (viii) all security
engraving and security printing expenses, (ix) all fees and expenses payable in
connection with the listing of the Registrable Securities on any securities
exchange or inter-dealer quotation system; (x) all expenses incurred in
connection with "roadshow" presentations and holding meetings with potential
investors to facilitate the distribution and sale of Registrable Securities; and
(xi) any one-time payment for directors and


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officers insurance directly related to such offering, provided the insurer
provides a separate statement for such payment.

         (s) "Rule 144" means Rule 144 promulgated under the Securities Act, or
any successor rule to similar effect.

         (t) "SEC" means the United States Securities and Exchange Commission.

         (u) "Securities Act" means the Securities Act of 1933, as amended, or
any successor statute.

         (v) "Selling Expenses" means all underwriting discounts and
commissions, selling concessions and stock transfer taxes applicable to the sale
by the Holders of Registrable Securities pursuant to this Agreement.

         (w) "Selling Holder" has the meaning set forth in Section 5(e) hereof.

      2. Demand Registration.

         (a) At any time prior to such time as the rights under this Section 2
terminate with respect to a Holder as provided in Section 2(a)(iii) hereof, upon
written notice from such Holder in the manner set forth in Section 12(i) hereof
requesting that the Company effect the registration under the Securities Act of
any or all of the Registrable Securities held by such Holder or any of its
Affiliates which notice shall specify the intended method or methods of
disposition of such Registrable Securities, the Company shall use its best
efforts to effect, in the manner set forth in Section 5, the registration under
the Securities Act of such Registrable Securities for disposition in accordance
with the intended method or methods of disposition stated in such request
(including (1) in an offering on a delayed or continuous basis under Rule 415
(or any successor rule of similar effect) promulgated under the Securities Act
and accordingly requiring the filing of a "shelf" registration statement and/or
(2) sales for cash or dispositions upon exchange or conversion of securities or
dispositions for any form of consideration or no consideration), provided that:

            (i) if, while a registration request is pending pursuant to this
      Section 2(a), the Company determines, following consultation with and
      receiving advice from its legal counsel, that the filing of a registration
      statement would require the disclosure of material information that the
      Company has a bona fide business purpose for preserving as confidential
      and the disclosure of which the Company determines reasonably and in good
      faith would have a material adverse effect on the Company, the Company
      shall not be required to effect a registration pursuant to this Section
      2(a) until the earlier of (A) the date upon which such material
      information is otherwise disclosed to the public or ceases to be material
      and (B) 30 days after the Company makes such determination, provided,
      however, that the Company shall not be permitted to delay a requested
      registration in reliance on this clause (i) more than twice in any
      12-month period;

            (ii) the Company shall not be obligated to file a registration
      statement relating to a registration request pursuant to this Section 2
      within a period of 60


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      calendar days after the effective date of any other registration statement
      of the Company demanded pursuant to this Section 2(a); and

            (iii) the Company shall not be obligated to file a registration
      statement relating to a registration request pursuant to this Section 2:
      (A) in the case of a registration request by Transocean or any of its
      Affiliates, on more than three occasions after such time as Transocean and
      its Affiliates collectively own less than a majority of the voting power
      of the then outstanding shares of Common Stock (it being acknowledged that
      so long as Transocean and its Affiliates collectively own a majority of
      the voting power of the then outstanding shares of Common Stock, there
      shall be no limit to the number of occasions on which Transocean or its
      Affiliates may exercise their rights under this Section 2), or (B) in the
      case of a registration request by a Permitted Transferee or any of its
      Affiliates, on more than the number of occasions permitted such Holder in
      accordance with Section 11 hereof (it being acknowledged that (1) the
      exercise by such Permitted Transferee and its Affiliates of such rights
      shall not limit the number of occasions on which Transocean and its
      Affiliates may exercise their rights under this Section 2 and (2) so long
      as such Permitted Transferee and its Affiliates collectively own a
      majority of the then outstanding shares of Common Stock, there shall be no
      limit to the number of occasions on which such Permitted Transferee or its
      Affiliates may exercise their rights under this Section 2).

         (b) Notwithstanding any other provision of this Agreement to the
contrary, a registration requested by a Holder pursuant to this Section 2 shall
not be deemed to have been effected (and, therefore, not requested for purposes
of Section 2(a)), (i) unless the registration statement filed in connection
therewith has become effective, (ii) if after such registration statement has
become effective, it becomes subject to any stop order, or there is issued an
injunction or other order or decree of the SEC or other governmental agency or
court for any reason other than a misrepresentation or an omission by such
Holder, which injunction, order or decree prohibits or otherwise materially and
adversely affects the offer and sale of the Registrable Securities so registered
prior to the completion of the distribution thereof in accordance with the plan
of distribution set forth in the registration statement or (iii) if the
conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such registration are not satisfied
other than by reason of some act, misrepresentation or omission by a Holder and
are not waived by the purchasers or underwriters.

         (c) In the event that any registration pursuant to this Section 2 shall
involve, in whole or in part, an underwritten offering, Holders owning at least
50.1% of the Fair Market Value of the Registrable Securities to be registered in
connection with such offering shall have the right to designate an underwriter
reasonably satisfactory to the Company as the lead managing underwriter of such
underwritten offering.

         (d) The Company shall have the right to cause the registration of
additional securities for sale for the account of any person (including the
Company) in any registration of Registrable Securities requested by any Holder
pursuant to Section 2(a); provided, however, that if the managing underwriter or
other independent marketing agent for such offering (if any) determines that, in
its opinion, the additional securities proposed to be sold will materially and


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adversely affect the offering and sale of the Registrable Securities to be
registered in accordance with the intended method or methods of disposition then
contemplated by such Holder only the number or principal amount of such
additional securities, if any (in excess of the number or principal mount of
Registrable Securities), which, in the opinion of such underwriter or agent, can
be so sold without materially and adversely affecting such offering shall be
included such registration. The rights of a Holder to cause the registration of
additional Registrable Securities held by such Holder in any registration of
Registrable Securities requested by another Holder pursuant to Section 2(a)
shall be governed by the agreement of the Holders with respect thereto as
provided in Section 11(a).

      3. Piggyback Registration. If the Company at any time proposes to register
any of its Common Stock or any of its other securities (such Common Stock and
other securities collectively, "Other Securities") under the Securities Act,
whether or not for sale for its own account, in a manner which would permit
registration of Registrable Securities under the Securities Act, it will at such
time give prompt written notice to each Holder of its intention to do so at
least 20 business days prior to the anticipated filing date of the registration
statement relating to such registration. Such notice shall offer each such
Holder the opportunity to include in such registration statement such number of
Registrable Securities as each such Holder may request. Upon the written request
of any such Holder made within 15 business days after the receipt of the
Company's notice (which request shall specify the number of Registrable
Securities intended to be disposed of and the intended method of disposition
thereof), the Company shall effect, in the manner set forth in Section 5, in
connection with the registration of the Other Securities, the registration under
the Securities Act of all Registrable Securities which the Company has been so
requested to register, to the extent required to permit the disposition (in
accordance with such intended methods thereof) of the Registrable Securities so
requested to be registered, provided that:

         (a) if at any time after giving written notice of its intention to
register any securities and prior to the effective date of such registration,
the Company shall determine for any reason not to register or to delay
registration of such securities, the Company may, at its election, give written
notice of such determination to the Holders and, thereupon, (A) in the case of a
determination not to register, the Company shall be relieved of its obligation
to register any Registrable Securities in connection with such registration and
(B) in the case of a determination to delay such registration, the Company shall
be permitted to delay registration of any Registrable Securities requested to be
included in such registration for the same period as the delay in registering
such Other Securities, but, in either such case, without prejudice to the rights
of the Holders under Section 2;

         (b) (i) if the registration referred to in the first sentence of this
Section 3 is to be a registration in connection with an underwritten offering on
behalf of any of the Company, holders of securities (other than Registrable
Securities) of the Company ("Other Holders") or Holders of Registrable
Securities, and the managing underwriter for such offering advises the Company
in writing that, in such firm's opinion, such offering would be materially and
adversely affected by the inclusion therein of Registrable Securities requested
to be included therein pursuant to this Section 3 because such Registrable
Securities are not of the same type, class or series as the securities to be
offered and sold in such offering on behalf of the Company, the Other Holders
and/or the Holders of Registrable Securities, the Company may exclude all such


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Registrable Securities requested to be included therein pursuant to this Section
3 from such offering.

      (ii) if the registration referred to in the first sentence of this Section
3 is to be a registration in connection with an underwritten primary offering on
behalf of the Company, and the managing underwriter for such offering advises
the Company in writing that, in such firm's opinion, such offering would be
materially and adversely affected by the inclusion therein of the Holder's
Registrable Securities requested to be included therein pursuant to this Section
3 because the number or principal amount of such Registrable Securities,
considered together with the number or principal amount of securities proposed
to be offered by the Company, exceeds the Maximum Marketable Amount, the Company
shall include in such registration (1) first, the lesser of (A) all securities
the Company proposes to sell for its own account ("Company Securities") and (B)
the number or principal amount of Company Securities that represents 80% of the
total number or principal amount of the Maximum Marketable Amount (or the fair
market value of the Maximum Marketable Amount if such Registrable Securities are
not of the same type, class or series as the Company Securities) included in
such registration; (2) second, the lesser of (A) the number or principal amount
of Registrable Securities requested to be included therein pursuant to this
Section 3 and (B) the number or principal amount of such Registrable Securities
that represents 20% of the total number or principal amount of the Maximum
Marketable Amount (or the fair market value of the Maximum Marketable Amount if
such Registrable Securities are not of the same type, class or series as the
Company Securities) included in such registration (in either case, allocated
among the Holders in accordance with the agreement of the Holders with respect
thereto as provided in Section 11(a)) ; and (3) third, the number or principal
amount of securities, if any, requested to be included therein by Other Holders
(in excess of the number or principal amount of Company Securities and such
Registrable Securities) which, in the opinion of such underwriter, can be so
sold without materially and adversely affecting such offering (allocated among
such Other Holders on the basis of the number or principal amount (or the fair
market value of such securities if the securities are not of the same type,
class or series) of the securities requested to be included therein by each such
Other Holder); and

      (iii) if the registration referred to in the first sentence of this
Section 3 is to be a registration in connection with an underwritten secondary
offering on behalf of Other Holders made pursuant to demand registration rights
granted by the Company to such Other Holders or on behalf of a Holder of
Registrable Securities made pursuant to Section 2 of this Agreement (the
"Initiating Holders"), and the managing underwriter for such offering advises
the Company in writing that, in such firm's opinion, such offering would be
materially and adversely affected by the inclusion therein of the Holder's
Registrable Securities requested to be included therein pursuant to this Section
3 because the number or principal amount of such Registrable Securities,
considered together with the number or principal amount of securities proposed
to be offered by the Initiating Holders, exceeds the Maximum Marketable Amount,
the Company shall include in such registration; (1) first, all securities any
such Initiating Holder proposes to sell for its own account (the "Initiating
Holder Securities"); (2) second, the number or principal amount of such
Registrable Securities (in excess of the number or principal amount of
Initiating Holder Securities) which, in the opinion of such underwriter, can be
sold without materially and adversely affecting such offering (allocated among
the Holders in accordance with the agreement of the Holders with respect thereto
as provided in Section 11(a)); and (3) third, the number or


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principal amount of securities, if any, requested to be included therein by
Other Holders to which clause (1) does not apply or the Company (in excess of
the number or principal amount of Initiating Holder Securities and such
Registrable Securities) which, in the opinion of such underwriter, can be so
sold without materially and adversely affecting such offering (allocated among
such Other Holders and the Company on the basis of the number or principal
amount (or the fair market value of such securities if the securities are not of
the same type, class or series) of the securities requested to be included
therein by each such Other Holder or the Company; and

         (c) the Company shall not be required to effect any registration of
Registrable Securities under this Section 3 incidental to the registration of
any of its securities in connection with stock option or other executive or
employee benefit or compensation plans of the Company; and

         (d) no registration of Registrable Securities effected under this
Section 3 shall relieve the Company of its obligation to effect any registration
of Registrable Securities required of the Company pursuant to Section 2 hereof.

      4. Expenses. The Company agrees to pay all Registration Expenses with
respect to a registration pursuant to this Agreement. All internal expenses of
the Company or a Holder in connection with any offering pursuant to this
Agreement, including, without limitation, the salaries and expenses of officers
and employees, including in-house attorneys, shall be borne by the party
incurring them. All Selling Expenses of the Holders participating in any
registration pursuant to this Agreement shall be borne by such Holders pro rata
based on each Holder's number of Registrable Securities included in such
registration.

      5. Registration and Qualification. If and whenever the Company is required
to use its best efforts to effect the registration of any Registrable Securities
under the Securities Act as provided in Section 2 or 3 hereof, the Company,
shall:

         (a) prepare and file a registration statement under the Securities Act
relating to the Registrable Securities to be offered as soon as practicable, but
in no event later than 30 days (45 days if the applicable registration form is
other than Form S-3) after the date notice is given, and use its best efforts to
cause the same to become effective as soon as practicable thereafter, but in no
event later than 75 days after the date notice is given (90 days if the
applicable registration form is other than Form S-3); provided that, a
reasonable time before filing a registration statement or prospectus, or any
amendments or supplements thereto (other than reports required to be filed by it
under the Exchange Act and the rules and regulations adopted by the SEC
thereunder), the Company will furnish to the Holders and their counsel and other
representatives (including underwriters) for review and comment, copies of all
documents proposed to be filed and provided further, that if Transocean so
requests (i) it and its counsel and other representatives (including
underwriters) may participate in the drafting and preparation of such
registration statement and prospectus and (ii) such information as it believes
may be beneficial to be included in the registration statement and prospectus
for marketing purposes shall be included therein so long as disclosure of such
information (A) is in compliance with applicable law and (B) does not
competitively harm the Company;


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         (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective with respect to
the disposition of all Registrable Securities included therein and to otherwise
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities included therein until the earlier of (i) such
time as all of such Registrable Securities have been disposed of in accordance
with the intended methods of disposition set forth in such registration
statement and (ii) the expiration of nine months after such registration
statement becomes effective; provided, that such nine-month period shall be
extended for such number of days that equals the number of days elapsing from
(A) the date the written notice contemplated by paragraph (f) below is given by
the Company to (B) the date on which the Company delivers to the Holders of
Registrable Securities the supplement or amendment contemplated by paragraph (f)
below; and provided further, that in the case of a registration to permit the
exercise or exchange of Exchangeable Securities for, or the conversion of
Exchangeable Securities into, Registrable Securities, the time limitation
contained in clause (ii) above shall be disregarded to the extent that, in the
written opinion of Transocean's counsel delivered to the Company, such
Registrable Securities are required to be covered by an effective registration
statement under the Securities Act at the time such Registrable Securities are
issued upon exercise, exchange or conversion of Registrable Securities in order
for such Registrable Securities to be freely tradeable by any person who is not
an Affiliate of the Company or Transocean;

         (c) furnish to the Holders and to any underwriter of such Registrable
Securities such number of conformed copies of such registration statement and of
each amendment thereto (in each case including all exhibits), such number of
copies of the prospectus included in such registration statement (including each
preliminary prospectus and any summary prospectus) and of each supplement
thereto, in conformity with the requirements of the Securities Act, and such
other documents, as the Holders or such underwriter may reasonably request in
order to facilitate the public sale of the Registrable Securities, and a copy of
any and all transmittal letters or other correspondence to, or received from,
the SEC or any other governmental agency or self-regulatory body or other body
having jurisdiction (including any domestic or foreign securities exchange)
relating to such offering;

         (d) use its best efforts to register or qualify all Registrable
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions (domestic or foreign) as the Holders or any
underwriter of such Registrable Securities shall request, and use its best
efforts to obtain all appropriate registrations, permits and consents required
in connection therewith, and do any and all other acts and things which may be
necessary or advisable to enable the Holders or any such underwriter to
consummate the disposition in such jurisdictions of its Registrable Securities
covered by such registration statement; provided that the Company shall not for
any such purpose be required to register or qualify generally to do business as
a foreign corporation in any jurisdiction wherein it is not so qualified, or to
subject itself to taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction;

         (e) (i) use its best efforts to furnish an opinion of counsel for the
Company addressed to the underwriters dated the date of the closing under the
underwriting agreement (if any) (or if such offering is not underwritten, dated
the effective date of the registration


                                      -9-
<PAGE>
statement), and (ii) use its best efforts to furnish a "cold comfort" letter
addressed to the underwriters and each Holder of Registrable Securities included
in such registration (each a "Selling Holder"), if permissible under applicable
accounting practices, and signed by the independent public accountants who have
audited the Company's financial statements included in such registration
statement, in each such case covering substantially the same matters with
respect to such registration statement (and the prospectus included therein) as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of securities
and such other matters as the Selling Holders may reasonably request and, in the
case of such accountants' letter, with respect to events subsequent to the date
of such financial statements;

         (f) immediately notify the Selling Holders in writing (i) at any time
when a prospectus relating to a registration pursuant to Section 2 or 3 hereof
is required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, (ii) of any request by the SEC or any other regulatory
body or other body having jurisdiction for any amendment of or supplement to any
registration statement or other document relating to such offering, and (iii) of
the issuance by the SEC of any stop order suspending the effectiveness of any
registration statement relating to such offering or the initiation of
proceedings for that purpose and in any such case (i), (ii) or (iii) at the
request of the Selling Holders, promptly prepare and furnish to the Selling
Holders a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading or to remove such stop
order;

         (g) use its best efforts to list all such Registrable Securities
covered by such registration on each securities exchange and inter-dealer
quotation system on which the Common Stock is then listed;

         (h) use its best efforts to list all Registrable Securities covered by
such registration statement on any securities exchange or inter-dealer quotation
system (in each case, domestic or foreign) not described in paragraph (g) above
as the Selling Holders or any underwriter of such Registrable Securities shall
request, and use its best efforts to obtain all appropriate registrations,
permits and consents required in connection therewith, and to do any and all
other acts and things which may be necessary or advisable to effect such
listing;

         (i) to the extent reasonably requested by the lead or managing
underwriters in connection with any underwritten offering, send appropriate
officers of the Company to attend any "road shows" scheduled in connection with
any such registration;

         (j) furnish for delivery in connection with the closing of any offering
of Registrable Securities unlegended certificates representing ownership of the
Registrable


                                      -10-
<PAGE>
Securities being sold in such denominations as shall be requested by the Selling
Holders or the underwriters; and

         (k) use its best efforts to make available to its security holders, as
soon as reasonably practicable (but not more than eighteen months) after the
effective date of the registration statement, an earnings statement which shall
satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations promulgated thereunder.

         The Company may require each Selling Holder to furnish the Company with
such information regarding such Selling Holder and pertinent to the disclosure
requirements relating to the registration and the distribution of such
securities as the Company may from time to time reasonably request.

      6. Exchangeable Securities; Spin-off or Exchange Offer. Transocean shall
be entitled, if it intends to offer any options, rights, warrants, debt
securities, preference shares or other securities issued or to be issued by it
or any other person that are exercisable or exchangeable for or convertible into
any Registrable Securities ("Exchangeable Securities"), to register the
Registrable Securities underlying such options, rights, warrants, debt
securities, preference shares or other securities pursuant to (and subject to
the limitations contained in) Section 2 of this Agreement. Transocean shall also
be entitled, if it intends to distribute to the holders of its ordinary shares
or other securities (including any distribution in exchange for Transocean
ordinary shares or other securities), by means of a distribution or exchange
offer, Registrable Securities, to register such Registrable Securities pursuant
to (and subject to the limitations contained in) Section 2 of this Agreement.

      7. Underwriting; Due Diligence.

         (a) If requested by the underwriters for any underwritten offering of
Registrable Securities pursuant to a registration requested under this
Agreement, the Company shall enter into an underwriting agreement, with such
underwriters for such offering, such agreement to contain such representations
and warranties by the Company and such other terms and provisions as are
customarily contained in underwriting agreements with respect to secondary
distributions, including, without limitation, indemnities and contribution
substantially to the effect and to the extent provided in Section 8 hereof and
the provision of opinions of counsel and accountants' letters to the effect and
to the extent provided in Section 5(e) hereof. The Selling Holders on whose
behalf the Registrable Securities are to be distributed by such underwriters
shall be parties to any such underwriting agreement and the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters, shall also be made to and for the benefit of
such Selling Holders. Such underwriting agreement shall also contain such
representations and warranties by the Selling Holders on whose behalf the
Registrable Securities are to be distributed as are customarily contained in
underwriting agreements with respect to secondary distributions. The Selling
Holders may require that any additional securities included in an offering
proposed by a Holder be included on the same terms and conditions as the
Registrable Securities that are included therein.


                                      -11-
<PAGE>
         (b) In the event that any registration pursuant to Section 3 shall
involve, in whole or in part, an underwritten offering, the Company may require
the Registrable Securities requested to be registered pursuant to Section 3 to
be included in such underwritten offering on the same terms and conditions as
shall be applicable to the other securities being sold through underwriters
under such registration. If requested by the underwriters for such underwritten
offering, the Selling Holders on whose behalf the Registrable Securities are to
be distributed shall enter into an underwriting agreement with such
underwriters, such agreement to contain such representations and warranties by
the Selling Holders and such other terms and provisions as are customarily
contained in underwriting agreements with respect to secondary distributions,
including, without limitation, indemnities and contribution substantially to the
effect and to the extent provided in Section 8 hereof. Such underwriting
agreement shall also contain such representations and warranties by the Company
and such other person or entity for whose account securities are being sold in
such offering as are customarily contained in underwriting agreements with
respect to secondary distributions.

         (c) In connection with the preparation and filing of each registration
statement registering Registrable Securities under the Securities Act, the
Company shall give the Holders of such Registrable Securities and the
Underwriters, if any, and their respective counsel and accountants, such
reasonable and customary access to its banks and records and such opportunities
to discuss the business of the Company with its officers and the independent
public accountants who have certified the Company's financial statements as
shall be necessary, in the opinion of such Holders and such underwriters or
their respective counsel, to conduct a reasonable investigation within the
meaning of the Securities Act.

      8. Indemnification and Contribution.

         (a) In the case of each offering of Registrable Securities made
pursuant to this Agreement, the Company agrees to indemnify and hold harmless
each Holder, its officers and directors, each underwriter of Registrable
Securities so offered and each person, if any, who controls any of the foregoing
persons within the meaning of the Securities Act, from and against any and all
claims, liabilities, losses, damages, expenses and judgments, joint or several,
to which they or any of them may become subject, under the Securities Act or
otherwise, including any amount paid in settlement of any litigation commenced
or threatened, and shall promptly reimburse them, as and when incurred, for any
reasonable legal or other expenses incurred by them in connection with
investigating any claims and defending any actions, insofar as such losses,
claims, damages, liabilities or actions shall arise out of, or shall be based
upon, any untrue statement or alleged untrue statement of a material fact
contained in the registration statement (or in any preliminary or final
prospectus included therein) or any amendment or supplement thereto, or in any
document incorporated by reference therein, or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that the Company
shall not be liable to a particular Holder in any such case to the extent that
any such loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement, or any omission, if such
statement or omission shall have been made in reliance upon and in conformity
with information relating to such Holder furnished to the Company in writing by
or on behalf of such Holder and identified in such writing as being specifically
for use in the preparation of the registration statement (or in any preliminary
or final prospectus included therein) or any


                                      -12-
<PAGE>
amendment or supplement thereto. Such indemnity shall remain in full force and
affect regardless of any investigation made by or on behalf of a Holder and
shall survive the transfer of such securities. The foregoing indemnity agreement
is in addition to any liability which the Company may otherwise have to each
Holder, any of such Holder's directors or officers, underwriters of the
Registrable Securities or any controlling person of the foregoing; provided,
further, that this indemnity does not apply in favor of any underwriter or
person controlling an underwriter (or if a Selling Holder offers Registrable
Securities directly without an underwriter, the Selling Holder) with respect to
any loss, liability, claim, damage or expense arising out of or based upon any
untrue statement or alleged untrue statement or omission or alleged omission in
any preliminary prospectus if a copy of a final prospectus was not sent or given
by or on behalf of an underwriter (or the Selling Holder, if the Selling Holder
offered the Registrable Securities directly without an underwriter) to the
person asserting such loss, claim, damage, liability or action at or prior to
the written confirmation of the sale of the Registrable Securities as required
by the Securities Act and such untrue statement or omission had been corrected
in such final prospectus.

         (b) In the case of each offering made pursuant to this Agreement, each
Holder of Registrable Securities included in such offering, by exercising its
registration rights hereunder, agrees to indemnify and hold harmless the
Company, its officers and directors and each person, if any, who controls any of
the foregoing within the meaning of the Securities Act (and if requested by the
underwriters, each underwriter who participates in the offering and each person,
if any, who controls any such underwriter within the meaning of the Securities
Act), from and against any and all claims, liabilities, losses, damages,
expenses and judgments, joint or several, to which they or any of them may
become subject, under the Securities Act or otherwise, including any amount paid
in settlement of any litigation commenced or threatened, and shall promptly
reimburse them, as and when incurred, for any legal or other expenses incurred
by them in connection with investigating any claim and defending any actions,
insofar as any such losses, claims, damages, liabilities or actions shall arise
out of, or shall be based upon, any untrue statement or alleged untrue statement
of a material fact contained in the registration statement (or in any
preliminary or final prospectus included therein) or any amendment or supplement
thereto, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but in each case only to the extent that such untrue statement of a
material fact is contained in, or such material fact is omitted from,
information relating to such Holder furnished in writing to the Company by or on
behalf of such Holder and identified in such writing as being specifically for
use in the preparation of such registration statement (or in any preliminary or
final prospectus included therein). The foregoing indemnity is in addition to
any liability which such Holder may otherwise have to the Company, any of its
directors or officers, underwriters who participates in the offering or any
controlling person of the foregoing; provided, however, that this indemnity does
not apply in favor of any underwriter or person controlling an underwriter (or
if the Company offers securities directly without an underwriter, the Company)
with respect to any loss, liability, claim, damage or expense arising out of or
based upon any untrue statement or alleged untrue statement or omission or
alleged omission in any preliminary prospectus if a copy of a final prospectus
was not sent or given by or on behalf of an underwriter (or the Company, if the
Company offered the securities directly without an underwriter) to the person
asserting such loss, claim, damage, liability or action at or prior to the
written confirmation of the sale of the


                                      -13-
<PAGE>
securities as required by the Securities Act and such untrue statement or
omission had been corrected in such final prospectus.

         (c) Each party indemnified under Paragraph (a) or (b) of this Section 8
shall, promptly after receipt of notice of any claim or the commencement of any
action against such indemnified party in respect of which indemnity may be
sought, notify the indemnifying party in writing of the claim or the
commencement thereof; provided that the failure to notify the indemnifying party
shall not relieve it from any liability which it may have to an indemnified
party on account of the indemnity agreement contained in paragraph (a) or (b) of
this Section 8, except to the extent the indemnifying party was materially
prejudiced by such failure, and in no event shall relieve the indemnifying party
from any other liability which it may have to such indemnified party. If any
such claim or action shall be brought against an indemnified party, and it shall
notify the indemnifying party thereof, the indemnifying party shall be entitled
to participate therein, and, to the extent that it wishes, jointly with any
other similarly notified indemnifying party, to assume the defense thereof with
counsel reasonably satisfactory to the indemnified party. After notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such claim or action, the indemnifying party shall not be liable to
the indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation; provided that each
indemnified party, its officers and directors, if any, and each person, if any,
who controls such indemnified party within the meaning of the Securities Act,
shall have the right to employ separate counsel reasonably approved by the
indemnifying party to represent them if the named parties to any action
(including any impleaded parties) include both such indemnified party and an
indemnifying party or an Affiliate of an indemnifying party, and such
indemnified party shall have been advised by counsel a conflict may exist
between such indemnified party and such indemnifying party or such Affiliate
that makes representation by the same counsel inadvisable, and in that event the
fees and expenses of one such separate counsel for all such indemnified parties
shall be paid by the indemnifying party. An indemnified party will not enter
into any settlement agreement which is not approved by the indemnifying party,
such approval not to be unreasonably withheld. The indemnifying party may not
agree to any settlement of any such claim or action which provides for any
remedy or relief other than monetary damages for which the indemnifying party
shall be responsible hereunder, without the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld. In any
action hereunder as to which the indemnifying party has assumed the defense
thereof with counsel reasonably satisfactory to the indemnified party, the
indemnified party shall continue to be entitled to participate in the defense
thereof, with counsel of its own choice, but, except as set forth above, the
indemnifying party shall not be obligated hereunder to reimburse the indemnified
party for the costs thereof. In all instances, the indemnified party shall
cooperate fully with the indemnifying party or its counsel in the defense of
such claim or action.

         (d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party
in respect of any loss, claim, damage or liability, or any action in respect
thereof, referred to herein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability, or
action in respect thereof, in such proportion as shall be appropriate to reflect
the relative fault of the


                                      -14-
<PAGE>
indemnifying party on the one hand and the indemnified party on the other with
respect to the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information related to and
supplied by the indemnifying party on the one hand or the indemnified party on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission,
but not by reference to any indemnified party's stock ownership in the Company.
In no event, however, shall a Holder be required to contribute in excess of the
amount of the net proceeds received by such Holder in connection with the sale
of Registrable Securities in the offering which is the subject of such loss,
claim, damage or liability. The amount paid or payable by an indemnified party
as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this paragraph shall be deemed to include, for
purposes of this paragraph, any legal or other expenses reasonably incurred by
such indemnifying party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

      9. Rule 144. The Company shall take such measures and file such
information, documents and reports as shall be required by the SEC as a
condition to the availability of Rule 144 (or any successor provision). The
Company shall use its best efforts to cause all conditions to the availability
of Form S-3 (or any successor form thereto) under the Securities Act for the
filing of registration statements under this Agreement to be met as soon as
possible after the completion of the Public Offering.

      10. Holdback.

         (a) Each Holder agrees by the acquisition of Registrable Securities, if
so required by the managing underwriter of any offering of equity securities by
the Company and provided that the Company and each of its executive officers and
directors enter into similar agreements, not to sell, make any short sale of,
loan, grant any option for the purchase of, effect any public sale or
distribution of or otherwise dispose of any Registrable Securities owned by such
Holder, during the 7 days prior to and the 90 days after the registration
statement relating to such offering has become effective (or such shorter period
as may be required by the underwriter), except as part of such underwritten
offering. Notwithstanding the foregoing sentence, each Holder subject to the
foregoing sentence shall be entitled to (i) issue shares of Common Stock or
other securities upon the exercise of an option or warrant or the conversion or
exchange of a security outstanding on such date, (ii) sell any Registrable
Securities acquired in open market transactions after the completion of such
underwritten offering, (iii) sell any Registrable Securities in a transaction in
which the purchaser agrees to be bound by the restrictions contained in the
foregoing sentence and (iv) in the case of Transocean, effect any distribution
of shares of Common Stock to the holders of its ordinary shares by means of a
distribution or exchange offer in a transaction intended to qualify as a
tax-free distribution under Section 355 of the Internal Revenue Code, as
amended, or any corresponding provision of any successor statute. The Company
may legend and may impose stop transfer instructions on any certificate
evidencing Registrable Securities relating to the restrictions provided for in
this


                                      -15-
<PAGE>
Section 10. The Holders shall not be subject to the restrictions set forth in
this Section 10(a) for longer than 97 days during any 12-month period and a
Holder shall no longer be subject to such restrictions at such time as such
Holder together with its Affiliates shall own less than 5% of the then
outstanding shares of Common Stock on a fully-diluted basis.

         (b) The Company agrees, if so required by the managing underwriter of
any offering of Registrable Securities, not to sell, make any short sale of,
loan, grant any option for the purchase of, effect any public sale or
distribution of or otherwise dispose of any of its equity securities during the
30 days prior to and the 90 days after any underwritten registration pursuant to
Section 2 or 3 hereof has become effective, except as part of such underwritten
registration. Notwithstanding the foregoing sentence, the Company shall be
entitled to (i) issue shares of Common Stock or other securities upon the
exercise of an option or warrant or the conversion or exchange of a security
outstanding on such date, (ii) issue shares of Common Stock or other securities
pursuant to Transocean's subscription rights described in the Prospectus, (iii)
grant shares of Common Stock or other securities pursuant to employee benefit
plans in effect on such date and (iv) sell shares of Common Stock or other
securities in a transaction in which the purchaser agrees to be bound by the
restrictions contained in the preceding paragraph. The Company shall use its
best efforts to obtain and enforce similar agreements from any other Persons if
requested by the managing underwriter of such offering. Neither the Company nor
such Persons shall be subject to the restrictions set forth in this Section
10(b) for longer than 120 days during any 12-month period.

      11. Transfer of Registration Rights.

         (a) A Holder may transfer all or any portion of its rights under this
Agreement to any transferee of Registrable Securities that represent (assuming
the conversion, exchange or exercise of all Registrable Securities so
transferred that are convertible into or exercisable or exchangeable for the
Company's Common Stock) at least 10% of the then issued and outstanding Common
Stock of the Company (each, a "Permitted Transferee"); provided, however, that
(i) with respect to any transferee of a majority of the then outstanding shares
of Common Stock, the Company shall not be obligated to file a registration
statement pursuant to a registration request made by such transferee pursuant to
Section 2 hereof on more than two occasions after such time as such transferee
owns less than a majority of the then outstanding shares of Common Stock, (ii)
with respect to any transferee of less than a majority but more than 25% of the
then outstanding shares of Common Stock, the Company shall not be obligated to
file a registration statement pursuant to a registration request made by such
transferee pursuant to Section 2 hereof on more than two occasions, and (iii)
with respect to any transferee of 25% or less of the then issued and outstanding
Common Stock, the Company shall not be obligated to file a registration
statement pursuant to a registration request made by such transferee pursuant to
Section 2 hereof on more than one occasion. No transfer of registration rights
pursuant to this Section shall be effective unless the Company has received
written notice from the Holder of a transfer no later than 10 business days
after the Holder enters into a binding agreement to transfer Registrable
Securities. Such notice shall state the name and address of any Permitted
Transferee and identify the number and/or aggregate principal amount of
Registrable Securities with respect to which the rights under this Agreement are
being transferred and the scope of the rights so transferred. In connection with
any such transfer, the term Transocean as used in this Agreement (other than in
Sections 2(a)(iii) and 5(a)) shall, where appropriate to assign the rights


                                      -16-
<PAGE>
and obligations hereunder to such Permitted Transferee, be deemed to refer to
the Permitted Transferee of such Registrable Securities. Transocean and any
Permitted Transferees may exercise the registration rights hereunder in such
priority, as among themselves, as they shall agree among themselves, and the
Company shall observe any such agreements of which it shall have notice as
provided above.

         (b) After any such transfer, the transferring Holder shall retain its
rights under this Agreement with respect to all other Registrable Securities
owned by such transferring Holder.

         (c) Upon the request of the transferring Holder, the Company shall
execute an agreement with a Permitted Transferee substantially similar to this
Agreement.

      12. Miscellaneous.

         (a) Injunctions. Each party acknowledges and agrees that irreparable
damage would occur in the event that any of the provisions of this Agreement was
not performed in accordance with its specific terms or was otherwise breached.
Therefore, each party shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court having jurisdiction, such remedy
being in addition to any other remedy to which such party may be entitled at law
or in equity.

         (b) Severability. If any term or provision of this Agreement is held by
a court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms and provisions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
each of the parties shall use its best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term or provision.

         (c) Further Assurances. Subject to the specific terms of this
Agreement, each of the parties hereto shall make, execute, acknowledge and
deliver such other instruments and documents, and take all such other actions,
as may be reasonably required in order to effectuate the purposes of this
Agreement and to consummate the transactions contemplated hereby.

         (d) Waivers, etc. Except as otherwise expressly set forth in this
Agreement, no failure or delay on the part of either party in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. Except as
otherwise expressly set forth in this Agreement, no modification or waiver of
any provision of this Agreement nor consent to any departure therefrom shall in
any event be effective unless the same shall be in writing and signed by an
authorized officer of each of the parties, and then such waiver or consent shall
be effective only in the specific instance and for the purpose for which given.

         (e) Entire Agreement. This Agreement contains the final and complete
understanding of the parties with respect to its subject matter. This Agreement
supersedes all


                                      -17-
<PAGE>
prior agreements and understandings between the parties, whether written or
oral, with respect to the subject matter hereof.

         (f) Counterparts. For the convenience of the parties, this Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original but all of which together shall be one and the same instrument.

         (g) Termination. The right of any Holder to request registration or
inclusion in any registration pursuant to this Agreement shall terminate on such
date as all Registrable Securities held or entitled to be held upon conversion
by such Holder and its Affiliates may immediately be sold under Rule 144 during
any ninety (90) day period.

         (h) Amendment. This Agreement may be amended only by a written
instrument duly executed by an authorized officer of each of the parties.

         (i) Notices. Unless expressly provided herein, all notices, claims,
certificates, requests, demands and other communications hereunder shall be in
writing and shall be deemed to be duly given (i) when personally delivered or
(ii) if mailed registered or certified mail, postage prepaid, return receipt
requested, on the date the return receipt is executed or the letter refused by
the addressee or its agent or (iii) if sent by overnight courier which delivers
only upon the signed receipt of the addressee, on the date the receipt
acknowledgment is executed or refused by the addressee or its agent or (iv) if
sent by facsimile or other generally accepted means of electronic transmission,
on the date confirmation of transmission is received (provided that a copy of
any notice delivered pursuant to this clause (iv) shall also be sent pursuant to
clause (ii) or (iii)), addressed as follows or sent by facsimile to the
following number (or to such other address or facsimile number for a party as it
shall have specified by like notice):

                  (i)   if to Transocean, to:

                        Transocean Inc.
                        4 Greenway Plaza
                        Houston, Texas  77046
                        Attention:  Chief Executive Officer
                        Facsimile Number:  (713) 231-7001

                  (ii)  if to the Company, to

                        TODCO
                        2000 W. Sam Houston Parkway, Suite 800
                        Houston, Texas  77042
                        Attention:  Chief Executive Officer
                        Facsimile Number:  (713) 278-6101

                  (iii) if to a Holder of Registrable Securities, to the name
            and address as the same appear in the security transfer books of the
            Company,

or to such other address as either party (or other Holders of Registrable
Securities) may, from time to time, designate in a written notice in a like
manner.


                                      -18-
<PAGE>
         (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS
OF LAWS PRINCIPLES THEREOF.

         (k) Assignment. Except as specifically provided herein, the parties may
not assign their rights under this Agreement. The Company may not delegate its
obligations under this Agreement.

         (l) Conflicting Agreements. The Company shall not hereafter grant any
rights to any person to register securities of the Company, the exercise of
which would conflict with the rights granted to the Holders of the Registrable
Securities under this Agreement. The Company shall not hereafter grant to any
person demand registration rights permitting it to exclude the Holders from
including Registrable Securities in a registration on behalf of such person on a
basis more favorable than that set forth in Section 2(d) hereof with respect to
the Holders.

         (m) Resolution of Disputes. If a dispute, claim or controversy results
from or arises out of or in connection with this Agreement, the parties agree to
use the procedures set forth in Article VI of the Separation Agreement, in lieu
of other available remedies, to resolve the same.

         (n) Construction. This Agreement shall be construed as if jointly
drafted by the Company and Transocean and no rule of construction or strict
interpretation shall be applied against either party. The paragraph headings
contained in this Agreement are for reference purposes only, and shall not
affect in any manner the meaning or interpretation of this Agreement.


                                      -19-
<PAGE>
         IN WITNESS WHEREOF, Transocean and the Company have caused this
Agreement to be duly executed by their authorized representative as of the date
first above written.


                                      TRANSOCEAN INC.


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



                                      TODCO


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


                                      -20-