to Award Letter
May __, 2008
Terms and Conditions of
Director Deferred Unit Award
The deferred units ("Deferred Units") granted to you effective as of the Award Date by Transocean Inc. (the "Company")
representing a specified number of ordinary shares, par value US $0.01 per share, of the Company ("Ordinary Shares"), are
subject to the terms and conditions set forth in the Long-Term Incentive Plan of Transocean Inc. (the "Plan"), the enclosed
Prospectus for the Plan, any rules and regulations adopted by the Company's Board of Directors (the "Board"), and any
additional terms and conditions set forth in this Appendix A which forms a part of the attached award letter to you ("Award
Letter"). Any terms used and not defined in the Award Letter have the meanings set forth in the Plan. In the event there is an
inconsistency between the terms of the Plan and the Award Letter, the terms of the Plan will control.
Separation from Service that constitutes a termination of service as a Director described in paragraph 3(a)(i)
and (ii) below.
Vesting of Deferred Units
Unless vested on an earlier date as provided in this Appendix A, the Deferred Unit award granted pursuant to
your Award Letter will vest on each vesting date as set forth in your Award Letter.
In certain circumstances described in paragraphs 3 and 4 below, your Deferred Units may vest before a
Payment of the Deferred Units
Upon your termination of service as a Director of the Company or, if later, the date of your "separation from
service" with the Company as defined in Section 1.409A-1(h) of the U.S. Treasury regulations ("Separation
from Service"), Ordinary Shares will be delivered to you (or, in the event of your death, to your beneficiary
under the Plan) in the form of an electronic book-entry registration of a number of Ordinary Shares equal to
the number of vested Deferred Units, provided that you have not elected to have them de