Exhibit
10.11


 


Transocean U.S.
Supplemental Retirement Benefit Plan


 


(As Amended
and Restated Effective as of November 27, 2007)


 

















 


Contents


 


	
  Article 1.

  	
  The Plan

  	
  1

  
	
  1.1

  	
  Establishment
  and Amendment of the Plan

  	
  1

  
	
  1.2

  	
  Purpose

  	
  1

  
	
  1.3

  	
  Applicability
  of the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  Article 2.

  	
  Definitions
  and Construction

  	
  2

  
	
  2.1

  	
  Definitions

  	
  2

  
	
  2.2

  	
  Gender and
  Number; Headings

  	
  4

  
	
   

  	
   

  	
   

  
	
  Article 3.

  	
  Restoration
  of Benefits Reduced by Code Section 401(a)(17) or 415

  	
  5

  
	
  3.1

  	
  Eligibility

  	
  5

  
	
  3.2

  	
  Participation

  	
  5

  
	
  3.3

  	
  Benefits

  	
  5

  
	
   

  	
   

  	
   

  
	
  Article 4.

  	
  Time and
  Form of Payment

  	
  8

  
	
  4.1

  	
  Form of
  Payment and Payment Date

  	
  8

  
	
  4.2

  	
  Death
  Benefits

  	
  8

  
	
  4.3

  	
  Vesting

  	
  8

  
	
  4.4

  	
  Change of
  Control

  	
  8

  
	
   

  	
   

  	
   

  
	
  Article 5.

  	
  Administration

  	
  11

  
	
  5.1

  	
  Administration
  and Interpretation

  	
  11

  
	
  5.2

  	
  Expenses

  	
  11

  
	
  5.3

  	
  Indemnification
  and Exculpation

  	
  11

  
	
  5.4

  	
  Amendment
  and Termination

  	
  11

  
	
  5.5

  	
  Not an
  Employment Agreement

  	
  12

  
	
  5.6

  	
  Funding

  	
  12

  
	
  5.7

  	
  Severability

  	
  12

  
	
  5.8

  	
  Assignment
  of Benefits

  	
  12

  
	
  5.9

  	
  Tax
  Withholding

  	
  12

  
	
  5.10

  	
  Effect on
  Other Benefit Plans

  	
  12

  
	
  5.11

  	
  Applicable
  Law

  	
  13

  
	
  5.12

  	
  Scope

  	
  13

  
	
  5.13

  	
  Code Section
  409A Compliance

  	
  13

  
	
  5.14

  	
  Specified
  Employees

  	
  13

  
	
  5.15

  	
  Incompetence

  	
  13

  
	
  5.16

  	
  Binding on
  Employer, Eligible Participants and Their Successors

  	
  14

  
	
   

  	
   

  	
   

  
	
  Article 6.

  	
  Adoption
  Procedure

  	
  14

  
	
  6.1

  	
  Adoption
  Procedure

  	
  14

  
	
  6.2

  	
  Withdrawal
  of Participating Employer

  	
  14

  
								



 


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Article 1.                                            The Plan


 


1.1                               Establishment and Amendment of
the Plan.


 


Transocean
Inc. (the “Company”) previously maintained an unfunded supplemental benefit
plan known as the “Transocean Offshore Inc. Supplemental Benefit Plan,”
established originally effective as of July 1, 1993, and as amended and
restated effective as of July 1, 1998 (the “Original Plan”). The Company, as a
successor to the entities previously sponsoring the Original Plan, amended and
restated that portion of the Original Plan providing for “Excess Retirement
Plan Benefits” (as described in the Original Plan) effective as of January 1,
2004, and renamed that portion of the Original Plan as the “Transocean U.S.
Supplemental Retirement Plan” (the “Prior Plan”). The Company hereby further
amends and restates the Prior Plan, effective November 27, 2007  (the “Effective Date”) in the form set forth herein (the “Plan”),
to comply with the requirements of Code Section 409A and to make certain
changes in accordance with the Agreement and Plan of Merger by and among the
Company, GlobalSantaFe Corporation, and Transocean Worldwide, Inc., dated as of
July 21, 2007 (the “Merger Agreement”).


 


1.2                               Purpose.


 


(a)                                  Purpose of the Plan. The Plan has been
established and is maintained for the primary purpose of providing Eligible
Participants who are eligible to receive benefit payments under the “Transocean
U.S. Retirement Plan,” as amended effective November 27, 2007, and thereafter amended  (the “Retirement Plan”), such portion of
such benefit payments as would have been payable to such Eligible Participants
under the Retirement Plan if the maximum annual compensation limitations under
Code Section 401(a)(17) and maximum annual benefit limitations under Code
Section 415 had not been applied to such benefit payments, as well as certain
benefits payable in accordance with the Merger Agreement.


 


(b)                                 ERISA Status. The Plan is intended to
qualify for the exemptions provided under Title I of ERISA for plans that are
not qualified under Code Section 401(a) and that are maintained primarily to
provide deferred compensation for a select group of management or highly
compensated employees.


 


1.3                               Applicability of the Plan.


 


The provisions
of the Plan shall be applicable only to or with respect to those Eligible Participants
who are eligible to receive a benefit under the Retirement Plan on or after November 27,
2007, and who are Eligible Participants under the Plan on or after such date.


 


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Article 2.                                            Definitions and
Construction


 


2.1                               Definitions.


 


All terms used
in the Plan shall have the same meanings assigned to them under the provisions
of the Retirement Plan, unless otherwise qualified by the context hereof. Notwithstanding
the prior sentence, the following terms shall have the meanings set forth
below, unless their context clearly indicates to the contrary:


 


(a)                                  “Additional Service Period” means, with
respect to any Eligible Participant who has a Termination of Employment on or
before November 27, 2009 and is eligible for a benefit under Section 4.7 of the
Retirement Plan, or who would have been eligible for such benefit if Appendix A
of the Retirement Plan had not specifically excluded the Participant from receiving
the benefit thereunder and who received a severance payment, whether in the
form of salary and/or bonus continuation payments or a lump sum or sums, the
salary and/or bonus continuation period or, in the case of a lump sum or sums,
the period with respect to which the lump sum or sums are deemed paid pursuant
to the definitions of Earnings contained in the Plan.


 


(b)                                 “Applicable Retirement Plan” means the
Retirement Plan as in effect on the date of the Participant’s Termination of
Employment.


 


(c)                                  “Code” means the Internal Revenue Code of
1986 and the regulations issued thereunder, as amended from time to time. Each
Code reference in the Plan shall include reference to any comparable or
succeeding statutory provision which amends, supplements, or replaces such Code
reference.


 


(d)                                 “Earnings” means the same as set forth in
the Retirement Plan, only without regard to the limitations imposed by Section
401(a)(17) of the Code. Additionally, with respect to any Eligible Participant
who has a Termination of Employment on or before November 27, 2009 and is
eligible for a benefit under Section 4.7 of the Retirement Plan, or who would
have been eligible for such benefit if Appendix A of the Retirement Plan had
not specifically excluded the Participant from receiving the benefit thereunder
and who received a severance payment, “Earnings” shall include severance
payments based on a multiple or any percentage of salary made as salary
continuation payments or in a lump sum or sums. In the event such a severance
payment is paid in a lump sum or sums, the salary amount shall be deemed to
accrue over the period of time it would normally have been paid had the
Participant’s salary at the time of termination continued until the severance
payments were exhausted.


 


(e)                                  “Eligible Participant” means an Employee of
an Employer who (i) is a Participant under the Retirement Plan and (ii) is
designated as eligible for participation in the Plan by the Board as being
among a select group of management or highly compensated employees and also
satisfying the requirements of Article 3.


 


(f)                                    “Employer” means the Company and each other
Employing Company who is a participating employer under the Retirement Plan and
who is a participating employer under the Plan as provided in Article 6.


 


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(g)                                 “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


(h)                                 “Lump-Sum Equivalent” means with respect to
any benefit hereunder, a lump-sum payment equal in value at date of
determination to such benefit when determined actuarially, based upon the
mortality table set forth in the Applicable Retirement Plan and the interest
rate equal to the yield on a new 7-12 year AA-rated general obligation
tax-exempt bond as determined by Merrill Lynch & Co. (or its affiliates)
and published in The Wall Street Journal. An annual interest rate is to be
determined as the average of the daily yields for November of the Plan Year
preceding the Plan Year in which occurs the proposed date of payment; in such
case, the stability period for such applicable interest rate shall be the Plan
Year. In the event that age is increased by a salary continuation period or an
Additional Service Period (“imputed years”), the lump sum payment will be discounted
by the number of imputed years (including partial years) from the date of
determination to the date of payment using interest only at the interest rate specified
in the foregoing provisions of this definition. For purposes of Section 3.3(f) herein,
the date of determination is the day after the end of the Additional Service
Period. Further, (i) in the event an Eligible Participant is under age 55 on
the date of determination, the Lump-Sum Equivalent shall be based on the
present value of the Normal Retirement Benefit and (ii) in the event an
Eligible Participant is age 55 or older at the date of determination, the
Lump-Sum Equivalent shall be based on the present value of an immediate
benefit.


 


(i)                                     “Maximum Benefit Limits” means the maximum
benefit limitations as in effect under Code Section 415, as such limitations
are adjusted or changed from time to time in accordance with the adjustment
provisions of Code Section 415, or as a result of changes to the provisions in
Code Section 415.


 


(j)                                     “Maximum Compensation Limits” means the
maximum annual compensation limitations as in effect under Code Section
401(a)(17), as such limitations are adjusted or changed from time to time in
accordance with the adjustment provisions of Code Section 401(a)(17), or as a
result of changes to the provisions in Code Section 401(a)(17).


 


(k)                                  “Participant” means an individual who is a “Participant”
under the Retirement Plan and who maintains such status at any relevant date.


 


(l)                                     “Plan” means the “Transocean U.S.
Supplemental Retirement Benefit Plan,” as amended and restated effective as of
November 27, 2007, as set forth in this document and as the same may be amended
from time to time thereafter.


 


(m)                               “Retirement Plan” means the “Transocean
U.S. Retirement Plan,” as amended effective November 27, 2007, and as the same
may be amended from time to time thereafter.


 


(n)                                 “Termination of Employment” means “separation
from service,” as such term is defined in Section 1.409A-1(h) of the U.S.
Treasury Regulations, with the Company or an Employer for any reason other than
a transfer between Employers.


 


(o)                                 “Window Benefit Participant” means an
Eligible Participant who is eligible for a window benefit under Section 4.7 of
the Applicable Retirement Plan.


 


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(p)                                 “Window Excluded Participant” means an
Eligible Participant who would have been eligible for a window benefit under
Section 4.7 of the Applicable Retirement Plan had he not been specifically
excluded pursuant to Appendix A of the Applicable Retirement Plan.


 


2.2                               Gender and Number; Headings.


 


Except when
otherwise indicated by the context, any masculine terminology when used in the
Plan shall also include the feminine gender, and the definition of any term in
the singular shall also include the plural. Headings of Articles and Sections
herein are included solely for convenience, and if there is any conflict
between such headings and the text of the Plan, the text shall control.


 


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Article 3.                                            Restoration of
Benefits Reduced by Code Section 401(a)(17) or 415


 


3.1                               Eligibility.


 


The Board shall,
in its sole discretion, determine and designate the key management employees of
each participating Employer who are to be Eligible Participants under the Plan;
provided, however, that any employee so designated must meet the criteria for an
Eligible Participant set forth in Section 2.1(e). Such designations may be
based on participation criteria established by the Board  from
time to time, which criteria shall be consistent with the classification of the
Plan, as described in Section 1.2(b). Such criteria shall include a requirement
that the designated individual is expected to have his benefits under the
Retirement Plan subject to the Maximum Benefit Limits or the Maximum
Compensation Limits and that the individual is a member of a select group of
management or highly compensated employees (as those terms are set forth in
Section 201(2) of ERISA). The Board may terminate the “Eligible Participant”
status of any designated employee at any time. The Board  may
establish such procedures as it deems appropriate for notifying employees of
their status as Eligible Participants under the Plan.


 


3.2                               Participation.


 


A key
management employee as described in Section 3.1 shall become an Eligible
Participant under the Plan on the first date on which he is designated as an
Eligible Participant eligible to receive any benefits provided under the Plan. Such
Eligible Participant shall thereafter remain an Eligible Participant under the
Plan so long as he continues to meet the eligibility requirements of Section
2.1(e). In addition, an Eligible Participant who ceases to be an Eligible
Participant by reason of termination, transfer of employment or other loss of
Eligible Participant status shall continue as an Eligible Participant with
respect to any benefit he is eligible to receive under the Plan at the time of
such termination, transfer or loss of status.


 


3.3                               Benefits.


 


(a)                                  Termination of Employment on or after Normal Retirement
Age; In General. Upon an Eligible Participant’s Termination of
Employment after reaching Normal Retirement Age, the pension restoration
benefit payable under the Plan to such Eligible Participant shall be equal to
the Lump-Sum Equivalent of the difference between the monthly annuity amount in
(1) and the monthly annuity amount in (2) where—


 


(1)                                  is
the monthly annuity amount of such benefit that would have been payable under
the Retirement Plan to such Eligible Participant if the provisions of the Retirement
Plan were administered without regard to the Maximum Benefit Limits and the Maximum
Compensation Limits; and


 


(2)                                  is
the monthly annuity amount of such benefit payable to such Eligible Participant
under the Retirement Plan.


 


(b)                                 Inclusion in Earnings of Certain Prior Deferred
Compensation. In applying the foregoing provisions of Section 3.3(a),
the calculation in Section 3.3(a)(1) above shall also recognize as part of the
Eligible Participant’s Earnings any amounts that the Eligible


 


5

















 


Participant deferred under a non-qualified
deferred compensation program maintained by his Employer for periods prior to
January 1, 2004.


 


(c)                                  Limitation. The amount in Section 3.3(a)
will be subject to limits described in Article 4.


 


(d)                                 Supplementation of Retirement Plan Benefits. Benefits
under this Article 3 will be paid only to supplement benefits actually payable
from the Retirement Plan.


 


(e)                                  Termination of Employment  Prior to Normal Retirement Age. If an
Eligible Participant’s Termination of Employment occurs prior to his Normal
Retirement Age, the pension restoration benefit shall be calculated as
described in Sections (a) through (d) above, but shall also then be reduced
using the same adjustment factors and/or actuarial equivalence factors and
assumptions as are applicable for calculations of benefits commencing prior to
Normal Retirement Age under the Retirement Plan. Under the Plan, the benefit
payable to an Eligible Participant prior to his Normal Retirement Age shall be
equal to the Lump-Sum Equivalent of this reduced amount, after all appropriate
calculations.


 


(f)                                    Window Benefit. For Window Benefit
Participants, the benefit described in this Section 3.3(f) shall equal the Lump-Sum
Equivalent of the excess of (1) over (2) below:


 


(1)                                  the
monthly benefit for the Window Benefit Participant calculated under the
Applicable Retirement Plan using the Window Benefit Participant’s Earnings
without regard to the limitations of Code Section 401(a)(17) and assuming that such
Participant remained employed through the end of the Additional Service Period
and commenced his Retirement Plan benefit at that time (or, if not eligible for
early or normal retirement under the Applicable Retirement Plan at the end of
the Additional Service Period, assuming such Participant had commenced his
benefit under the Applicable Retirement Plan on his Normal Retirement Date (as
defined in the Applicable Retirement Plan; over


 


(2)                                  the
monthly benefit calculated and payable under the Applicable Retirement Plan
assuming the Window Benefit Participant remained employed through the end of
the Additional Service Period and commenced payment of his Retirement Plan benefit
at that time (or, if not eligible for early or normal retirement under the Applicable
Retirement Plan at the end of the Additional Service Period, assuming such Participant
had commenced his benefit under the Applicable Retirement Plan on his Normal
Retirement Date (as defined in the Applicable Retirement Plan)).


 


For Window
Excluded Participants, the benefit described in this Section 3.3(f) shall equal
the Lump-Sum Equivalent of the excess of (3) over (4) below:


 


(3)                                  the
monthly benefit for the Window Excluded Participant calculated under the
Applicable Retirement Plan using the


 


6

















 


Window
Excluded Participant’s Earnings without regard to the limitations of Code Section
401(a)(17) and assuming that such Participant remained employed through the end
of the Additional Service Period and commenced payment of his Retirement Plan benefit
at that time (or, if not eligible for early or normal retirement under the Applicable
Retirement Plan at the end of the Additional Service Period, assuming such Participant
had commenced his benefit under the Applicable Retirement Plan on his Normal
Retirement Date (as defined in the Applicable Retirement Plan));over


 


(4)                                  the
monthly benefit calculated and payable under the Applicable Retirement Plan
assuming the Window Excluded Participant terminated employment on the date of
his actual Termination of Employment and commenced payment of his Retirement
Plan benefit after the expiration of the Additional Service Period (or, if not
eligible to commence payment under the Applicable Retirement Plan at the end of
the Additional Service Period, assuming such Participant had commenced his
benefit under the Applicable Retirement Plan on his Normal Retirement Date (as
defined in the Applicable Retirement Plan)).


 


For purposes
of this Section 3.3(f), a Participant’s Final-Average Social Security Earnings
(as defined in the Applicable Retirement Plan) are projected to increase during
the Additional Service Period using an inflation assumption of three percent. Additionally,
no Eligible Participant shall receive an amount under this Section 3.3(f) that
is less than he would otherwise receive under the terms of the Plan absent this
Section 3.3(f).


 


7

















 


Article 4.                                            Time and Form
of Payment


 


4.1                               Form of Payment and Payment
Date.


 


Subject to the
provisions of Section 5.14, the benefits payable under the Plan shall always be
paid to an Eligible Participant in the form of a cash lump-sum within 90 days
following an Eligible Participant’s Termination of Employment. The actuarial
assumptions for computing the lump-sum amount shall be the same actuarial
assumptions as those used in computing the Lump-Sum Equivalent under the Plan. Payment
of the Lump-Sum Equivalent shall be in full discharge of the Employer’s
obligations under the Plan to the eligible recipient of such benefits.


 


4.2                               Death Benefits.


 


(a)                                  In General. It is the intent of the Plan
that death benefits or Survivor Benefits as described in Article 7 of the
Retirement Plan be payable under the Plan to the same eligible individuals as
described in Article 3 of the Plan, and as further described in this Section 4.2.
Notwithstanding any provisions of the Retirement Plan to the contrary, the form
of payment for such death or Survivor Benefits shall always be the Lump-Sum
Equivalent of the monthly pension restoration benefit and the time of payment
shall always be within 90 days after the later of the Eligible Participant’s Termination
of Employment or death.


 


(b)                                 Lump-Sum Form of Payment. The survivor
entitled to the Survivor Benefit as a result of the Eligible Participant’s
death shall always be paid in the form of a cash lump-sum. The monthly pension
restoration annuity benefit shall be calculated under the applicable provisions
of the Retirement Plan, using the calculation methodology as described in
Section 3.3. This benefit will then be converted to its Lump-Sum Equivalent.


 


(c)                                  Other Limitations. The calculation of the Survivor
Benefits as described in the foregoing provisions of this Section 4.2 shall be
made by limiting the Eligible Participant’s Credited Service to not more than
30 years.


 


4.3                               Vesting.


 


An Eligible
Participant shall become vested in the benefit payable under the Plan at the
same time that he becomes vested under the Retirement Plan.


 


4.4                               Change of Control


 


(a)                                  Change
of Control Event. Notwithstanding the foregoing provisions of this
Article 4 or other provisions of the Plan, in the case of a “change of
control” as defined in Section 4.4(b), an Eligible Participant under the Plan
shall (i) become 100% vested in a benefit under this Plan irrespective of
whether he is entitled to a benefit under the Retirement Plan, and (ii) such
Eligible Participant shall be eligible to receive the payment of such benefit
in the form of a lump sum payment as soon as administratively practicable
following the determination of such “change in control.” In calculating an
Eligible Participant’s benefit under this Section 4.4, such benefit shall be
calculated on the assumption that such Eligible Participant is eligible for a
monthly benefit payment under the Retirement Plan payable at the same time,
even if such Eligible Participant is not 


 


8

















 


eligible for a benefit under the Retirement
Plan or such a benefit payable at such same time.


 


(b)                                       Definition.
For purposes of this Section 4.4, a “change of control” means—


 


(1)                      The
acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d­3 promulgated under
the Exchange Act) of 20% or more of either (A) the then outstanding ordinary
shares of the Company (the “Outstanding Company Ordinary Shares”) or (B) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for purposes of this
subsection (1), the following acquisitions shall not constitute a Change
of Control: (C) any acquisition directly from the Company, (D) any
acquisition by the Company, (E) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company or any
corporation or other entity controlled by the Company or (F) any acquisition by
any corporation or other entity pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (3) of this Section 4.5;
or


 


(2)                      Individuals
who, as of the date hereof, constitute the Board of the Company (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of
the Company; provided, however, that for purposes of this Section 4.5 any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board of the Company; or


 


(3)                      Consummation
of a scheme of arrangement, reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company (a “Business
Combination”), in each case, unless, following such Business Combination,
(A) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Ordinary Shares and
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding ordinary shares or shares of common stock
and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
the corporation or other entity resulting from such Business Combination
(including, without limitation, a corporation or other entity which as a result
of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such Business
Combination of


 


9

















 


the Outstanding Company Ordinary Shares and
Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding any corporation or other entity resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation or other entity resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then outstanding ordinary shares or shares of common stock of the corporation
or other entity resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation or other
entity except to the extent that such ownership existed prior to the Business
Combination and (C) at least a majority of the members of the board of
directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the action of the Board of the
Company providing for such Business Combination; or


 


(4)                      Approval by
the shareholders of the Company of a complete liquidation or dissolution of the
Company.


 


10

















 


Article 5.                                            Administration


 


5.1                               Administration and
Interpretation.


 


The Plan shall
be administered by the Administrative Committee appointed pursuant to the terms
of the Retirement Plan. The Administrative Committee shall administer the Plan in
accordance with its terms, except (i) in the event the Administrative Committee
determines an adjustment is necessary pursuant to Section 5.13 of the Plan; and
(ii) the Plan shall be administered as an unfunded plan which is not intended
to meet the qualification requirements of Code Section 401(a). The
Administrative Committee shall have the same rights and authority granted to it
under the Retirement Plan, which shall include the full power and authority to
interpret, construe and administer the Plan. The Administrative Committee shall
establish and maintain such accounts or records as the Administrative Committee
may from time to time consider necessary. Members of the Administrative
Committee shall not participate in any action or determination regarding their
own benefits under the Plan. The determination of the Administrative Committee
as to any disputed questions arising under the Plan, including questions of
construction and interpretation shall be final, binding, and conclusive upon
all persons.


 


5.2                               Expenses.


 


The expenses
of administering the Plan shall be borne by the Employers in the proportions
determined by the Administrative Committee.


 


5.3                               Indemnification and Exculpation.


 


The members of
the Administrative Committee, its agents, and officers, directors, and
employees of the Company or any other Employer shall be indemnified and held
harmless by the Employer against and from any and all loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by them in connection
with or resulting from any claim, action, suit, or proceeding to which they may
be a party or in which they may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by
them in settlement (with the Company’s written approval) or paid by them in
satisfaction of a judgment in any such action, suit, or proceeding. The foregoing
provision shall not be applicable to any person if the loss, cost, liability,
or expense is due to such person’s gross negligence or willful misconduct.


 


5.4                               Amendment and Termination.


 


The Board of
the Company may amend, modify, or terminate the Plan at any time and in any
manner. Such actions by the Board of the Company shall be binding upon all
other Employers. In addition, the Plan shall automatically terminate at the
time of the termination of the Retirement Plan, and any benefit payment
obligation under the Plan shall be measured with respect to the benefits which
are payable from the Retirement Plan irrespective of whether such benefits are
actually paid due to an insufficiency of assets to pay such benefits. In the
event of a termination of the Plan pursuant to this Section 5.4, no further
benefits shall accrue under the Plan, and amounts which are then payable shall
continue to be an obligation of the Employer and shall be paid as scheduled;
provided, however, that the Company reserves the right, in its sole discretion,
to accelerate payments to the affected Eligible Participants in the event of a
complete or partial termination of the Retirement Plan or the Plan. Notwithstanding
the foregoing, if the Plan is to be terminated, then the termination shall be
in accordance with Section 1.409A-3(j)(4)(ix) of the U.S. Treasury regulations.


 


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5.5                               Not an Employment Agreement.


 


Nothing
contained in the Plan is intended to nor shall it confer upon any Participant
the right to be retained in the service of the Employer, nor shall the
existence of the Plan interfere with the right of the Employer to terminate,
lay off, discharge or otherwise deal with any Participant.


 


5.6                               Funding.


 


All amounts
paid under the Plan shall be paid from the general assets of the Employers. Benefits
shall be reflected on the accounting records of the Employers, but neither the
Plan nor the maintenance of such accounting records shall be construed to
create, or require the creation of a trust, custodial account, or escrow
account with respect to any Eligible Participant. No Eligible Participant shall
have any right, title, or interest whatsoever in or to any investment reserves,
accounts, or fund that the Employers may purchase, establish, or accumulate to
aid in providing the unfunded benefit payments described in the Plan. Nothing
contained in the Plan, and no action taken pursuant to its provisions, shall
create, or be construed to create, a trust or fiduciary relationship of any kind
between an Employer or the Administrative Committee and an Eligible Participant
or any other person. Eligible Participants shall not acquire any interest under
the Plan greater than that of an unsecured general creditor of an Employer. The
trust fund maintained pursuant to the Retirement Plan shall not be liable for
any benefits accrued under the Plan.


 


5.7                               Severability.


 


In the event
any provision of the Plan shall be held invalid or illegal for any reason, any
illegality or invalidity shall not affect the remaining parts of the Plan, but the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been inserted, and the Administrative Committee shall have the privilege
and opportunity to correct and remedy such questions of illegality or
invalidity by amendment as provided in the Plan.


 


5.8                               Assignment of Benefits.


 


An Eligible
Participant may not, either voluntarily or involuntarily, assign, anticipate,
alienate, commute, pledge or encumber any benefits to which he is or may become
entitled to under the Plan, nor may the same be subject to attachment or
garnishment by any creditor of an Eligible Participant. Notwithstanding the
foregoing provisions of this Section 5.8, no benefit amount payable under the
Plan shall be payable until and unless any and all amounts representing debts
or other obligations owed to the Company by the Eligible Participant with
respect to whom such amount would otherwise be payable shall have been fully
paid.


 


5.9                               Tax Withholding.


 


An Employer
may withhold from any payment of benefits hereunder any taxes required to be
withheld and such sum as the Employer may reasonably estimate to be necessary
to cover any taxes for which the Employer may be responsible and which may be
assessed with regard to such payment.


 


5.10                        Effect on Other Benefit Plans.


 


Amounts
credited or paid under the Plan shall not be considered to be compensation for
the purposes of the Retirement Plan or any other plans maintained by an
Employer. The treatment of such amounts under other employee benefit plans
shall be determined pursuant to the provisions of such plans.


 


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5.11                        Applicable Law.


 


The Plan shall
be governed and construed in accordance with the laws of the State of Texas.


 


5.12                        Scope.


 


The Plan is
intended only to remedy Retirement Plan benefit reductions caused by the
operation of Code Sections 415 and/or 401(a)(17) and to provide for benefits to
Window Benefit Participants and Window Excluded Participants and not reductions
for any other reason.


 


5.13                        Code Section 409A Compliance.


 


It is intended
that the provisions of the Plan satisfy the requirements of Code Section 409A
and that the Plan be operated in a manner consistent with such requirements to
the extent applicable. Therefore, the Administrative Committee may make
adjustments to the Plan and may construe the provisions of the Plan in
accordance with the requirements of Code Section 409A.


 


5.14                        Specified Employees.


 


If an Eligible
Participant is a “specified employee,” as such term is defined in Code Section
409A and determined as described below in this Section 5.14, any payments
payable as a result of the Eligible Participant’s Termination of Employment (other
than death) shall not be payable before the earliest of (i) the date that is
six months after the Eligible Participant’s Termination of Employment, (ii) the
date of the Eligible Participant’s death, or (iii) the date that otherwise
complies with the requirements of Code Section 409A. An Eligible Participant
shall be a “specified employee” for the 12-month period beginning on April 1 of
a year if the Eligible Participant is a “key employee” as defined in Code Section
416(i) (without regard to Code Section 416(i)(5)) as of December 31 of the
preceding year or using such dates as designated by the Administrative
Committee in accordance with Code Section 409A and in a manner that is
consistent with respect to all of the Company’s nonqualified deferred
compensation plans. For purposes of determining the identity of “specified
employees,” the Administrative Committee may establish procedures as it deems
appropriate in accordance with Code Section 409A.


 


When
calculating the benefits payable to a “specified employee” under the Plan, the
interest rate in effect under the Applicable Retirement Plan shall be used to
calculate the Lump-Sum Equivalent. For a “specified employee,” the “date of
determination” for calculation of the Lump-Sum Equivalent shall be deemed to be
the date of payment to such “specified employee.”


 


5.15                        Incompetence.


 


Every person
receiving or claiming benefits under the Plan shall be conclusively presumed to
be mentally competent until the date on which the Administrative Committee
receives a written notice, in a form and manner acceptable to the Administrative
Committee, that such person is incompetent, and that a guardian, conservator,
or other person legally vested with the care of such person’s person or estate
has been appointed; provided, however, that if the Administrative Committee
shall find that any person to whom a benefit is payable under the Plan is
unable to care for such person’s affairs because of incompetency, any payment
due (unless a prior claim therefor shall have been made by a duly appointed
legal representative) may be paid as provided in the Retirement Plan. Any such
payment so made shall be a complete discharge of liability therefor under the
Plan.


 


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5.16                        Binding on Employer, Eligible
Participants and Their Successors.


 


The Plan shall
be binding upon and inure to the benefit of the Employers, their successors and
assigns, and the Eligible Participants, their heirs, executors, administrators
and legal representatives. The provisions of the Plan shall be applicable with
respect to each Employer separately, and amounts payable hereunder shall be
paid by the Employer of the particular Eligible Participant. In the event any
Eligible Participant becomes entitled to a benefit under the Retirement Plan
based on service with more than one Employer, the benefit obligations under the
Plan shall be apportioned among such Employers as determined by the
Administrative Committee.


 


Article 6.                                            Adoption
Procedure


 


6.1                               Adoption Procedure.


 


With the
consent of the Company, any other organization which satisfies the definition
of Employing Company under the Retirement Plan and the Plan and which is
eligible by law to do so may adopt the Plan for the benefit of its Employees
who are or who become Participants under the Retirement Plan, on express
condition that the Company assumes no liability as a result of any such
adoption of the Plan by such organization. Such other organization may adopt the
Plan by—


 


(a)                                  executing
an adoption instrument adopting the Plan, and agreeing to be bound as a
participating Employer by all the terms, provisions, conditions, and
limitations of the Plan; and


 


(b)                                 compiling
and submitting all information required by the Company with reference to
persons in its employment eligible for membership in the Plan.


 


The adoption
instrument shall specify the effective date of such adoption of the Plan and
shall become, as to such organization and persons in its employment, a part of
the Plan.


 


6.2                               Withdrawal of Participating
Employer.


 


Any Participating
Employer may withdraw from the Plan by giving 60 days’ notice in writing of its
intention to withdraw to the Company, unless a shorter notice shall be agreed
to by the Company. Any withdrawing Employer shall remain responsible for its
respective benefit obligations following such a withdrawal.


 


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IN WITNESS WHEREOF, the Company has caused these
presents to be executed by its duly authorized officer, in a number of copies,
all of which shall constitute but one and the same instrument that may be
sufficiently evidenced by any such executed copy hereof, this       
day of                           ,
2007, but effective as of the date provided herein.


 


	
   

  	
  TRANSOCEAN
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


 


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Participating
Employers Under the

Transocean U.S. Supplemental Retirement Benefit Plan


 


The following
employers are participating Employers under the Transocean U.S. Supplemental
Retirement Benefit Plan as of November 27, 2007, unless a later participation
date is designated:


 


Transocean
Inc.


 


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