THIS SEPARATION AGREEMENT (the "Agreement") made and entered into effective as of July 23, 2002
(the "Effective Date"), by and between Transocean Offshore Deepwater Drilling Inc. (the "Company") and Jon
C. Cole (the "Executive");
W I T N E S S E T H:
WHEREAS, the Executive is an officer of the Company; and
WHEREAS, the parties mutually desire to arrange for a separation from the Company and its affiliates and
subsidiaries under certain terms; and
WHEREAS, in consideration of the mutual promises contained herein, the parties hereto are willing to enter into
this Agreement upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual
benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Resignation of Employment. Effective as of July 31, 2002 (the "Termination Date"), the Executive resigns his
position as Executive Vice President of the Company; and from any other position, directorship or office relating
to the affairs of the Company and its subsidiaries or affiliates, including but not limited to Executive Vice President
of Transocean Inc. ("Transocean").
2. Consideration for Services and Prior Agreement. The Company agrees to pay or provide, and the Executive
agrees to accept, the benefits set forth in this Section 2 in consideration for the Executive's service through the
Termination Date, and in full satisfaction of the existing obligations to the Executive as described below.
A. Base Salary. The Executive shall continue to receive Base Salary through the Termination Date at the rate in
effect on the Effective Date.
B. Satisfaction of Agreement. The Company agrees to pay a lump sum cash payment of $2,241,653.17, on
August 21, 2002 in full satisfaction of the obligation of the Company under Section 4(a)(i) of the Agreement