<PAGE>











                 MARINE DRILLING COMPANIES, INC.

              EXECUTIVE DEFERRED COMPENSATION PLAN




















                     As Amended and Restated
                    Effective January 1, 1995


<PAGE>
                             TABLE OF CONTENTS
ARTICLE                                                            PAGE



I    -  Definitions and Construction. . . . . . . . . . . . . . . .      I-1

II   -  Participation . . . . . . . . . . . . . . . . . . . . . . .     II-1

III  -  Account Credits and Allocations of Income or Loss . . . . .    III-1

IV   -  Deemed Investment of Funds. . . . . . . . . . . . . . . . .     IV-1

V    -  Determination of Vested Interest and Forfeitures. . . . . .      V-1

VI   -  In-Service Distributions. . . . . . . . . . . . . . . . . .     VI-1

VII  -  Termination Benefits . . . . . . . . . . . . . . . . .  . .    VII-1

VIII -  Administration of the Plan. . . . . . . . . . . . . . . . .   VIII-1

IX   -  Administration of Funds . . . . . . . . . . . . . . . . . .     IX-1

X    -  Nature of the Plan. . . . . . . . . . . . . . . . . . . . .      X-1

XI   -  Adopting Entities . . . . . . . . . . . . . . . . . . . . .     XI-1

XII  -  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . .    XII-1







                                     (i)

<PAGE>
                        MARINE DRILLING COMPANIES, INC.

                     EXECUTIVE DEFERRED COMPENSATION PLAN



                            W I T N E S S E T H :


     WHEREAS, MARINE DRILLING COMPANIES, INC. (the "Company"), desiring to
aid certain of its employees in making more adequate provision for their
retirement, has heretofore adopted the MARINE DRILLING COMPANIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN (the "Plan"); and

     WHEREAS, the Company desires to restate the Plan and to amend the Plan
in several respects, intending thereby to provide an uninterrupted and
continuing program of benefits;

     NOW THEREFORE, the Plan is hereby restated in its entirety as follows
with no interruption in time, effective as of January 1, 1995, except as
otherwise indicated herein:

















                                     (ii)

<PAGE>


                                      I.

                         DEFINITIONS AND CONSTRUCTION

     1.1  DEFINITIONS.  The capitalized words or terms used in the Plan and
which are not otherwise defined herein shall have the same meanings as such
words or terms have in the Marine Drilling Companies 401(k) Profit Sharing
Plan, as the same may be amended from time to time.  Where the following
words and phrases appear in the Plan, they shall have the respective meanings
set forth below, unless their context clearly indicates to the contrary.

(1)  ACCOUNT(S):  A Member's Company Account and/or Deferral Account, including
     the amounts credited thereto.

(2)  AFFILIATE:  Each trade or business (whether or not incorporated) which
     together with the Company would be deemed to be a "single employer" within
     the meaning of subsections (b), (c), (m) or (o) of section 414 of the Code.

(3)  CHANGE IN CONTROL: A "Change in Control" of the Company, as such term is
     defined in the Marine Drilling 1992 Long Term Incentive Plan.

(4)  CODE:  The Internal Revenue Code of 1986, as amended.

(5)  COMMITTEE:  The administrative committee appointed by the Directors to
     administer the Plan.

(6)  COMPANY:  Marine Drilling Companies, Inc., Marine Drilling Management
     Company and any other adopting entity which adopts the Plan pursuant to
     the provisions of Article XI, jointly and severally.

(7)  COMPANY ACCOUNT:  An individual account for each Member to which is
     credited the Company Deferrals made on his behalf pursuant to Section 3.2
     and which is credited (or debited) for such account's allocation of net
     income (or net loss) as provided in Section 3.3.

(8)  COMPANY DEFERRALS:  Deferrals made by the Company on a Member's behalf
     pursuant to Section 3.2.

(9)  COMPANY STOCK:  The common stock of Marine Drilling Companies, Inc.

(10) COMPENSATION:  Amounts equal to a Member's "Compensation," as such term is
     defined under the Profit Sharing Plan, including amounts a Member could
     have received in cash in lieu of Compensation deferrals pursuant to Section
     3.1, and without regard to the maximum dollar limitation of section
     401(a)(17) of the Code.


                                      I-1


<PAGE>

(11) DEFERRAL ACCOUNT:  An individual account for each Member to which is
     credited his Compensation deferrals pursuant to Section 3.1 and which is
     credited (or debited) for such account's allocation of net income (or
     net loss) as provided in Section 3.3.

(12) DIRECTORS:  The Board of Directors of Marine Drilling Companies, Inc.

(13) DISABILITY:  A Member's "disability," as such term is defined under the
     Profit Sharing Plan.

(14) EFFECTIVE DATE:  January 1, 1995.

(15) ENTRY DATE:  The first day of each Plan Year.

(16) FUNDS:  The investment funds designated from time to time for the deemed
     investment of Accounts pursuant to Article IV.

(17) INVOLUNTARY TERMINATION:  A Member's "involuntary termination" of
     employment with the Company, as such term is defined in the Marine Drilling
     Companies, Inc. Executive Severance Policy.

(18) MEMBER:  Each individual who has been selected for participation in the
     Plan and who has become a Member pursuant to Article II.

(19) PLAN:  The Marine Drilling Companies, Inc. Executive Deferred Compensation
     Plan, as amended from time to time.

(20) PLAN YEAR:  The twelve-consecutive month period commencing January 1 of
     each year.

(21) PROFIT SHARING PLAN:  The Marine Drilling Companies 401(k) Profit Sharing
     Plan, as amended from time to time.

(22) RETIREMENT DATE.  The date upon which a Member has attained fifty-five
     years of age.

(23) TRUST:  The trust, if any, established under the Trust Agreement.

(24) TRUST AGREEMENT:  The agreement, if any, entered into between the Company
     and the Trustee pursuant to Article X.

(25) TRUST FUND:  The funds and properties, if any, held pursuant to the
     provisions of the Trust Agreement, together with all income, profits and
     increments thereto.

(26) TRUSTEE:  The trustee or trustees appointed by the Directors who are
     qualified and acting under the Trust Agreement at any time.


                                     I-2

<PAGE>

(27) VALUATION DATES:  The last business day of each calendar month and any
     other interim Valuation Date determined by the Committee on a
     nondiscriminatory basis.

(28) VESTED INTEREST:  The portion of a Member's Accounts which, pursuant to the
     Plan, is nonforfeitable.

     1.2  NUMBER AND GENDER.  Wherever appropriate herein, words used in the
singular shall be considered to include the plural and words used in the
plural shall be considered to include the singular.  The masculine gender,
where appearing in the Plan, shall be deemed to include the feminine gender.

     1.3  HEADINGS.  The 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.



                                     I-3

<PAGE>

                                     II.

                              PARTICIPATION

     2.1  PARTICIPATION.  Prior to each Entry Date, the Committee, in its
sole discretion, shall select and notify those management or highly
compensated employees of the Company who shall be eligible to become Members
as of such Entry Date.  Any such eligible employee may become a Member on
such Entry Date by executing and filing with the Committee, prior to such
Entry Date, the form prescribed by the Committee.  Subject to the provisions
of Section 2.2, a Member shall remain eligible to defer Compensation
hereunder and receive an allocation of Company Deferrals for each Plan Year
following his initial year of participation in the Plan.

     2.2  CESSATION OF ACTIVE PARTICIPATION.  Notwithstanding any provision
herein to the contrary, an individual who has become a Member of the Plan
shall cease to be entitled to defer Compensation hereunder or receive an
allocation of Company Deferrals effective as of any date designated by the
Committee. Any such Committee action shall be communicated to the affected
individual prior to the effective date of such action.  Further, an
individual who has become a Member of the Plan may cancel his Compensation
deferrals hereunder and his right to receive an allocation of Company
Deferrals, effective as of the Entry Date of any subsequent Plan Year, by
executing and delivering to the Company the form prescribed by the Committee
prior to such Entry Date and within the time period prescribed by the
Committee.  An individual described in the preceding provisions of this
Section 2.2 may again become entitled to defer Compensation hereunder and
receive an allocation of Company Deferrals beginning on any subsequent Entry
Date selected by the Committee in its sole discretion.



















                                     II-1


<PAGE>

                              III.

        ACCOUNT CREDITS AND ALLOCATIONS OF INCOME OR LOSS

     3.1  MEMBER DEFERRALS.

          (a)  For each payroll period following the date a Member has made
the maximum Elective Deferral Contributions under the Profit Sharing Plan
permitted under section 402(g) of the Code, such Member may elect to defer
hereunder an integral percentage of from 1% to 15% of his Compensation.

          (b)  For each Plan Year in which a Member's Elective Deferral
Contributions under the Profit Sharing Plan are limited as a result of the
limitations contained in section 401(k)(3) and/or 415 of the Code, such
Member may elect to defer hereunder an amount equal to the reduction in such
Member's Elective Deferral Contributions to the Profit Sharing Plan as a
result solely of the application of such limitations.

          (c)  A Member's Compensation deferrals shall become effective as of
the Entry Date which is coincident with or next following the date the Member
executes and files with the Committee the form described in Section 2.1.  A
Member's Compensation deferrals shall remain in force and effect unless and
until such deferrals are to cease in accordance with the provisions of
Section 2.2.  Compensation for a Plan Year not deferred by a Member pursuant
to the above paragraphs shall be received by such Member in cash.
Compensation deferrals made by a Member shall be credited to such Member's
Deferral Account as of a date determined in accordance with procedures
established from time to time by the Committee; provided, however, that such
deferrals shall be credited to the Member's Deferral Account no later than 30
days after the date upon which the Compensation deferred would have been
received by such Member in cash if he had not elected to defer such amount
pursuant to this Section 3.1.  The Company shall effect a Member's
Compensation deferrals by withholding such deferrals from such Member's
Compensation within the Plan Year.

     3.2  COMPANY DEFERRALS.

          (a)  For each calendar month, the Company shall credit a Member's
Company Account with an amount which equals 100% of the Compensation
deferrals made by such Member pursuant to Section 3.1(a) and (b) during such
month; provided, however, that the amount credited to the Member's Company
Account pursuant to this Paragraph shall not exceed 5% of a Member's
Compensation for such month.

          (b)  For each Plan Year during which a Member has made the maximum
Elective Deferral Contributions under the Profit Sharing Plan pursuant to
section 402(g) of the Code or under the terms of the Profit Sharing Plan, the
Company shall credit a Member's Company Account with an amount equal to the
difference, if any, between (1)

                              III-1

<PAGE>

100% of such Member's Elective Deferral Contributions under the Profit
Sharing Plan for such Plan Year, and (2) the Matching Contributions made by
the Company on such Member's behalf under the Profit Sharing Plan for such
Plan Year; provided, however, that the sum of (i) the amounts credited to the
Member's Company Account pursuant to this Paragraph and (ii) the Matching
Contributions made by the Company on such Member's behalf under the Profit
Sharing Plan during any Plan Year shall not exceed 5% of such Member's
Compensation for such Plan Year.

          (c)  Company Deferrals made on a Member's behalf shall be credited
to his Company Account in accordance with the procedures established from
time to time by the Committee.

     3.3  ALLOCATION OF NET INCOME OR LOSS AND CHANGES IN VALUE AMONG ACCOUNTS.

          (a)  As of each Valuation Date, the Committee shall determine the
net income (or net loss) of each Fund for the period elapsed since the next
preceding Valuation Date.  The net income (or net loss) of each Fund since
the next preceding Valuation Date shall be ascertained by the Committee in
such manner as it deems appropriate, which may include expenses of
administering the Fund, the Trust and the Plan.

          (b)  For purposes of allocations of net income (or net loss), each
Member's Accounts shall be divided into subaccounts to reflect such Member's
deemed investment in a particular Fund or Funds pursuant to Article IV.  As
of each Valuation Date, the net income (or net loss) of each Fund, separately
and respectively, shall be allocated among the corresponding subaccounts of
the Members who had such corresponding subaccounts invested in such Funds
since the next preceding Valuation Date.

          (c)  The preceding provisions of this Section 3.3 to the contrary
notwithstanding, the provisions of this Paragraph (c) shall be applicable
with respect to allocations and accounting for the deemed investment of
Company Accounts in Company Stock.  All amounts that are credited to a
Member's Company Account during a calendar month and which are to be deemed
invested in Company Stock shall be deemed to have been used to purchase
shares of Company Stock based upon the lowest closing price of a share of
Company Stock during the first five trading days of the next following
calendar month.  Any dividends paid by Marine Drilling Companies, Inc. with
respect to Company Stock shall be deemed to have been paid with respect to
shares deemed credited to a Member's Company Account as of the appropriate
record date, and such dividends shall be deemed invested in additional shares
of Company Stock for the benefit of such Member.  Further, any Company Stock
distributed by Marine Drilling Companies, Inc. with respect to Company Stock
as a result of a stock split or stock dividend shall be deemed to have been
distributed with respect to shares credited to a Member's Company Account as
of the appropriate record date, and such Member's Company Account shall be
credited with any such deemed distributed shares.

          (d)  So long as there is any balance in any Account, such Account
shall continue to receive allocations pursuant to this Section.

                              III-2

<PAGE>

                               IV.

                   DEEMED INVESTMENT OF FUNDS

     4.1  DEFERRAL ACCOUNTS.  The Committee shall designate, in accordance
with procedures established by it from time to time, the manner in which the
amounts allocated to the Deferral Accounts of Members shall be deemed to be
invested from among the Fund or Funds designated from time to time for such
purpose by the Committee.  The Committee may designate one Fund for the
deemed investment of all the amounts allocated to the Deferral Accounts of
Members or the Committee may split the deemed investment of the amounts
allocated to such Accounts among more than one Fund in such increments as the
Committee may determine. From time to time, the Committee may, in its
discretion, change the deemed investment designation for future amounts to be
allocated to the Deferral Accounts of Members and/or convert the deemed
investment designation with respect to amounts already allocated to such
Accounts.  All determinations and designations by the Committee pursuant to
this Section 4.1 shall apply to all Members in a uniform and
nondiscriminatory manner.

     4.2  COMPANY ACCOUNTS.  Amounts allocated to the Company Account of a
Member shall be deemed to be invested in shares of Company Stock.

                              IV-1

<PAGE>

                               V.

        DETERMINATION OF VESTED INTEREST AND FORFEITURES

     5.1  DEFERRAL ACCOUNT.  A Member shall have a 100% Vested Interest in
his Deferral Account at all times.

     5.2  COMPANY ACCOUNT.  Except as provided in the remaining provisions of
this Section 5.2, a Member shall have a 0% Vested Interest in his Company
Account.  A Member shall have a 100% Vested Interest in his Company Account
upon completion of five years of continuous employment with the Company and
its Affiliates.  Employment prior to the Effective Date shall be considered
for this purpose.  Further, a Member shall have a 100% Vested Interest in his
Company Account upon his termination of employment with the Company and its
Affiliates after attainment of his Retirement Date or by reason of death or
Disability. Finally, a Member who is employed by the Company immediately
prior to a Change in Control shall have a 100% Vested Interest in his Company
Account if his employment shall be subject to an Involuntary Termination
within one year after the occurrence of such Change in Control.

     5.3  FORFEITURES.  A Member who terminates employment with the Company
and its Affiliates with a Vested Interest in his Company Account that is less
than 100% shall forfeit to the Company the nonvested portion of such Account
as of the date of such termination.

                                  V-1

<PAGE>


                                   VI.

                      IN-SERVICE DISTRIBUTIONS

     In-service distributions shall not be permitted under the Plan.  Members
shall not be permitted to make withdrawals from the Plan prior to termination
of employment with the Company and its Affiliates.  Members shall not, at any
time, be permitted to borrow from the Trust Fund.  Following termination of
employment with the Company and its Affiliates, the amounts credited to a
Member's Accounts shall be payable to such Member in accordance with the
provisions of Article VII.

                              VI-1

<PAGE>


                              VII.

                      TERMINATION BENEFITS

     7.1  AMOUNT OF BENEFIT.  Upon termination of employment of a Member with
the Company and its Affiliates for any reason, the Member, or, in the event
of the death of the Member while employed by the Company or an Affiliate, the
Member's designated beneficiary, shall be entitled to a benefit equal in
value to the Member's Vested Interest in the balance in his Accounts as of
the Valuation Date next preceding the date the payment of such benefit is to
commence pursuant to Section 7.2.

     7.2  TIME OF PAYMENT.  Payment of a Member's benefit under Section 7.1
shall commence as soon as administratively practicable after the Valuation
Date coincident with or next succeeding the date the Member terminates his
employment with the Company and its Affiliates.

     7.3  ALTERNATIVE FORMS OF BENEFIT PAYMENTS.  A Member's benefit under
Section 7.1 shall be paid in one of the following forms irrevocably elected
by such Member in writing on the form prescribed by the Committee on or
before the date he became a Member of the Plan:

               (1)  A single lump sum, cash payment; or

               (2)  Annual installment payments for a term certain of either
     5, 10 or 15 years payable to the Member or, in the event of such Member's
     death prior to the end of such term certain, to his designated beneficiary
     as provided in Section 7.4.

In the event such Member fails to timely elect the form in which his benefit
payments are to be made, such benefit payments shall be in the form of annual
installment payments for a term certain of 10 years payable to such Member
or, in the event of such Member's death prior to the end of such term
certain, to his designated beneficiary as provided in Section 7.4.  If a
Member dies prior to the date the payment of his benefit begins and if the
Member failed to timely elect the form in which his benefit payments are to
be made, then benefit payments shall be made to the Member's designated
beneficiary in the form described in the preceding sentence.  If a Member
dies prior to the date the payment of his benefit begins and if the Member
did timely elect the form in which his benefit payments are to be made, then
benefit payments shall be made to the Member's designated beneficiary in the
form elected by the Member.

     7.4  DESIGNATION OF BENEFICIARIES.

          (a)  Each Member shall have the right to designate the beneficiary
or beneficiaries to receive payment of his benefit in the event of his death.
Each such designation shall be made by executing the beneficiary designation
form prescribed by the

                              VII-1

<PAGE>

Committee and filing same with the Committee.  Any such designation may be
changed at any time by execution of a new designation in accordance with this
Section.

          (b)  If no such designation is on file with the Committee at the
time of the death of the Member or such designation is not effective for any
reason as determined by the Committee, then the designated beneficiary or
beneficiaries to receive such benefit shall be as follows:

               (1)  If a Member leaves a surviving spouse, his benefit shall be
     paid to such surviving spouse;

               (2)  If a Member leaves no surviving spouse, his benefit shall be
     paid to such Member's executor or administrator, or to his heirs at law if
     there if no administration of such Member's estate.

     7.5  ACCELERATED PAY-OUT OF CERTAIN BENEFITS. Notwithstanding any
provision in Section 7.3 to the contrary, if a Member's benefit payments are
to be paid in a form other than a single lump sum, cash payment and the
aggregate amount to be paid with respect to such Member in any particular
calendar year is less than $10,000, then the Committee may, in its sole
discretion, elect to cause the entire remaining Account balance with respect
to such Member to be paid in a single lump sum, cash payment.

     7.6  PAYMENT OF BENEFITS.  To the extent the Trust Fund has sufficient
assets, the Trustee shall pay benefits to Members or their beneficiaries,
except to the extent the Company pays the benefits directly and provides
adequate evidence of such payment to the Trustee.  To the extent the Trustee
does not or cannot pay benefits out of the Trust Fund, the benefits shall be
paid by the Company.  Any benefit payments made to a Member or for his
benefit pursuant to any provision of the Plan shall be debited to such
Member's Accounts.  All benefit payments shall be made in cash to the fullest
extent practicable.

     7.7  UNCLAIMED BENEFITS.  In the case of a benefit payable on behalf of
a Member, if the Committee is unable to locate the Member or beneficiary to
whom such benefit is payable, upon the Committee's determination thereof,
such benefit shall be forfeited to the Company.  Notwithstanding the
foregoing, if subsequent to any such forfeiture the Member or beneficiary to
whom such benefit is payable makes a valid claim for such benefit, such
forfeited benefit shall be restored to the Plan by the Company.

                              VII-2


<PAGE>

                              VIII.

                   ADMINISTRATION OF THE PLAN

     8.1  APPOINTMENT OF COMMITTEE.  The general administration of the Plan
shall be vested in the Committee which shall be appointed by the Directors
and shall consist of one or more persons.  Any individual, whether or not an
employee of the Company, is eligible to become a member of the Committee.

     8.2  TERM, VACANCIES, RESIGNATION, AND REMOVAL.  Each member of the
Committee shall serve until he resigns, dies, or is removed by the Directors.
At any time during his term of office, a member of the Committee may resign
by giving written notice to the Directors and the Committee, such resignation
to become effective upon the appointment of a substitute member or, if
earlier, the lapse of thirty days after such notice is given as herein
provided.  At any time during his term of office, and for any reason, a
member of the Committee may be removed by the Directors with or without
cause, and the Directors may in their discretion fill any vacancy that may
result therefrom.  Any member of the Committee who is an employee of the
Company shall automatically cease to be a member of the Committee as of the
date he ceases to be employed by the Company and its Affiliates.

     8.3  SELF-INTEREST OF MEMBERS.  No member of the Committee shall have
any right to vote or decide upon any matter relating solely to himself under
the Plan (including, without limitation, Committee decisions under Article
II) or to vote in any case in which his individual right to claim any benefit
under the Plan is particularly involved.  In any case in which a Committee
member is so disqualified to act and the remaining members cannot agree, the
Directors shall appoint a temporary substitute member to exercise all the
powers of the disqualified member concerning the matter in which he is
disqualified.

     8.4  COMMITTEE POWERS AND DUTIES.  The Committee shall supervise the
administration and enforcement of the Plan according to the terms and
provisions hereof and shall have all powers necessary to accomplish these
purposes, including, but not by way of limitation, the right, power,
authority, and duty:

          (a)  To make rules, regulations, and bylaws for the administration
     of the Plan that are not inconsistent with the terms and provisions
     hereof, and to enforce the terms of the Plan and the rules and regulations
     promulgated thereunder by the Committee;

          (b)  To construe in its discretion all terms, provisions, conditions,
     and limitations of the Plan;


                                   VIII-1

<PAGE>

          (c)  To correct any defect or to supply any omission or to reconcile
     any inconsistency that may appear in the Plan in such manner and to such
     extent as it shall deem in its discretion expedient to effectuate the
     purposes of the Plan;

          (d)  To employ and compensate such accountants, attorneys, investment
     advisors, and other agents, employees, and independent contractors as the
     Committee may deem necessary or advisable for the proper and efficient
     administration of the Plan;

          (e)  To determine in its discretion all questions relating to
     eligibility;

          (f)  To determine whether and when there has been a termination of a
     Member's employment with the Company and its Affiliates, and the reason for
     such termination;

          (g)  To make a determination in its discretion as to the right of any
     person to a benefit under the Plan and to prescribe procedures to be
     followed by distributees in obtaining benefits hereunder;

          (h)  To receive and review reports from the Trustee as to the
     financial condition of the Trust Fund, including its receipts and
     disbursements; and

          (i)  To establish or designate Funds as provided in Article IV.

     8.5  CLAIMS REVIEW.  In any case in which a claim for Plan benefits of a
Member or beneficiary is denied or modified, the Committee shall furnish
written notice to the claimant within ninety days (or within 180 days if
additional information requested by the Committee necessitates an extension
of the ninety-day period), which notice shall:

          (a)  State the specific reason or reasons for the denial or
     modification;

          (b)  Provide specific reference to pertinent Plan provisions on which
     the denial or modification is based;

          (c)  Provide a description of any additional material or information
     necessary for the Member, his beneficiary, or representative to perfect the
     claim and an explanation of why such material or information is necessary;
     and

          (d)  Explain the Plan's claim review procedure as contained herein.

In the event a claim for Plan benefits is denied or modified, if the Member,
his beneficiary, or a representative of such Member or beneficiary desires to
have such denial or modification reviewed, he must, within sixty days
following receipt of the notice of such denial or modification, submit a
written request for review by the Committee of its initial decision.  In
connection with such request, the Member, his beneficiary, or the representa-

                                   VIII-2

<PAGE>

tive of such Member or beneficiary may review any pertinent documents upon
which such denial or modification was based and may submit issues and
comments in writing.  Within sixty days following such request for review the
Committee shall, after providing a full and fair review, render its final
decision in writing to the Member, his beneficiary or the representative of
such Member or beneficiary stating specific reasons for such decision and
making specific references to pertinent Plan provisions upon which the
decision is based.  If special circumstances require an extension of such
sixty-day period, the Committee's decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for
review. If an extension of time for review is required, written notice of the
extension shall be furnished to the Member, beneficiary, or the
representative of such Member or beneficiary prior to the commencement of the
extension period.

     8.6  COMPANY TO SUPPLY INFORMATION.  The Company shall supply full and
timely information to the Committee, including, but not limited to,
information relating to each Member's Compensation, age, retirement, death,
or other cause of termination of employment and such other pertinent facts as
the Committee may require.  The Company shall advise the Trustee of such of
the foregoing facts as are deemed necessary for the Trustee to carry out the
Trustee's duties under the Plan and the Trust Agreement.  When making a
determination in connection with the Plan, the Committee shall be entitled to
rely upon the aforesaid information furnished by the Company.

     8.7  INDEMNITY.  To the extent permitted by applicable law, the Company
shall indemnify and save harmless the Directors and each member of the
Committee against any and all expenses, liabilities and claims (including
legal fees incurred to defend against such liabilities and claims) arising
out of their discharge in good faith of responsibilities under or incident to
the Plan.  Expenses and liabilities arising out of willful misconduct shall
not be covered under this indemnity.  This indemnity shall not preclude such
further indemnities as may be available under insurance purchased by the
Company or provided by the Company under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, as such indemnities are
permitted under applicable law.

                               VIII-3

<PAGE>

                               IX.

                     ADMINISTRATION OF FUNDS

     9.1  PAYMENT OF EXPENSES.  All expenses incident to the administration
of the Plan and Trust, including but not limited to, legal, accounting,
Trustee fees, and expenses of the Committee, may be paid by the Company and,
if not paid by the Company, shall be paid by the Trustee from the Trust Fund,
if any.

     9.2  TRUST FUND PROPERTY.  All income, profits, recoveries,
contributions, forfeitures and any and all moneys, securities and properties
of any kind at any time received or held by the Trustee, if any, shall be
held for investment purposes as a commingled Trust Fund pursuant to the terms
of the Trust Agreement.  The Committee shall maintain one or more Accounts in
the name of each Member, but the maintenance of an Account designated as the
Account of a Member shall not mean that such Member shall have a greater or
lesser interest than that due him by operation of the Plan and shall not be
considered as segregating any funds or property from any other funds or
property contained in the commingled fund.  No Member shall have any title to
any specific asset in the Trust Fund, if any.

                              IX-1

<PAGE>

                               X.

                       NATURE OF THE PLAN

     The Company intends and desires by the adoption of the Plan to recognize
the value to the Company of the past and present services of employees
covered by the Plan and to encourage and assure their continued service with
the Company by making more adequate provision for their future retirement
security.  The establishment of the Plan is, in part, made necessary by
certain benefit limitations which are imposed on the Profit Sharing Plan by
the Code.  The Plan is intended to constitute an unfunded, unsecured plan of
deferred compensation for a select group of management or highly compensated
employees of the Company.  Plan benefits herein provided are to be paid out
of the Company's general assets.  Nevertheless, subject to the terms hereof
and of the Trust Agreement, the Company may transfer money or other property
to the Trustee and the Trustee shall pay Plan benefits to Members and their
beneficiaries out of the Trust Fund.

     The Directors, in their sole discretion, may establish the Trust and
enter into the Trust Agreement.  In such event, the Company shall remain the
owner of all assets in the Trust Fund and the assets shall be subject to the
claims of Company creditors if the Company ever becomes insolvent.  For
purposes hereof, the Company shall be considered "insolvent" if (a) the
Company is unable to pay its debts as they become due, or (b) the Company is
subject to a pending proceeding as a debtor under the United Sates Bankruptcy
Code (or any successor federal statute). The chief executive officer of the
Company and its board of directors shall have the duty to inform the Trustee
in writing if the Company becomes insolvent.  Such notice given under the
preceding sentence by any party shall satisfy all of the parties' duty to
give notice.  When so informed, the Trustee shall suspend payments to the
Members and hold the assets for the benefit of the Company's general
creditors.  If the Trustee receives a written allegation that the Company is
insolvent, the Trustee shall suspend payments to the Members and hold the
Trust Fund for the benefit of the Company's general creditors, and shall
determine within the period specified in the Trust Agreement whether the
Company is insolvent.  If the Trustee determines that the Company is not
insolvent, the Trustee shall resume payments to the Members.  No Member or
beneficiary shall have any preferred claim to, or any beneficial ownership
interest in, any assets of the Trust Fund.

                               X-1

<PAGE>

                               XI.

                        ADOPTING ENTITIES

      It is contemplated that other corporations, associations, partnerships
or proprietorships may adopt this Plan and thereby become the Company.  Any
such entity, whether or not presently existing, may become a party hereto by
appropriate action of its officers without the need for approval of its board
of directors or noncorporate counterpart or of the Directors; provided,
however, that such entity must be an Affiliate.  The provisions of the Plan
shall apply separately and equally to each Company and its employees in the
same manner as is expressly provided for Marine Drilling Companies, Inc. and
its employees, except that the power to appoint or otherwise affect the
Committee or the Trustee and the power to amend or terminate the Plan or
amend the Trust Agreement shall be exercised by the Directors alone. Transfer
of employment among Companies and Affiliates shall not be considered a
termination of employment hereunder.  Any Company may, by appropriate action
of its officers without the need for approval of its board of directors or
noncorporate counterpart or the Directors, terminate its participation in the
Plan. Moreover, the Directors may, in their discretion, terminate a Company's
Plan participation at any time.

                              XI-1

<PAGE>

                              XII.

                          MISCELLANEOUS

     12.1  NOT CONTRACT OF EMPLOYMENT.  The adoption and maintenance of the
Plan shall not be deemed to be a contract between the Company and any person
or to be consideration for the employment of any person.  Nothing herein
contained shall be deemed to give any person the right to be retained in the
employ of the Company or to restrict the right of the Company to discharge
any person at any time nor shall the Plan be deemed to give the Company the
right to require any person to remain in the employ of the Company or to
restrict any person's right to terminate his employment at any time.

     12.2  ALIENATION OF INTEREST FORBIDDEN.  The interest of a Member or his
beneficiary or beneficiaries hereunder may not be sold, transferred,
assigned, or encumbered in any manner, either voluntarily or involuntarily,
and any attempt so to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be null and void; neither shall the
benefits hereunder be liable for or subject to the debts, contracts,
liabilities, engagements or torts of any person to whom such benefits or
funds are payable, nor shall they be an asset in bankruptcy or subject to
garnishment, attachment or other legal or equitable proceedings.

     12.3  WITHHOLDING.  All Compensation deferrals and payments provided for
hereunder shall be subject to applicable withholding and other deductions as
shall be required of the Company under any applicable local, state or federal
law.

     12.4  AMENDMENT AND TERMINATION.  The Directors may from time to time,
in their discretion, amend, in whole or in part, any or all of the provisions
of the Plan; provided, however, that no amendment may be made that would
impair the rights of a Member with respect to amounts already allocated to
his Accounts.  The Directors may terminate the Plan at any time.  In the
event that the Plan is terminated, the balance in a Member's Accounts shall
be paid to such Member or his designated beneficiary in the manner specified
by the Committee, which may include the payment of a single lump sum, cash
payment in full satisfaction of all of such Member's or beneficiary's
benefits hereunder.

     12.5  SEVERABILITY.  If any provision of this Plan shall be held illegal
or invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions hereof; instead, each provision shall be fully severable
and the Plan shall be construed and enforced as if said illegal or invalid
provision had never been included herein.

     12.6  GOVERNING LAWS.  ALL PROVISIONS OF THE PLAN SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF TEXAS EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL
LAW.

                              XII-1

<PAGE>


     EXECUTED effective as of January 1, 1995.



                              MARINE DRILLING COMPANIES, INC.



                              By:     /s/  William H. Flores
                                 --------------------------------
                                        William H. Flores
                                        Senior Vice President







                                (iii)