DIAMOND OFFSHORE MANAGEMENT BONUS PROGRAM
WHEREAS, Diamond Offshore Drilling, Inc. (the "Company") has heretofore adopted the Diamond Offshore
Management Bonus Program (the "Plan"), effective as of January 1, 1995 and which was amended and restated
effective as of January 1, 1995;
WHEREAS, the Company desires to restate the Plan and to amend the Plan in several respects;
NOW, THEREFORE, the Plan is hereby restated in its entirety as follows, effective for the 1997 Performance
Year and thereafter.
The DIAMOND OFFSHORE MANAGEMENT BONUS PROGRAM (the "PLAN") is intended to provide a
means whereby certain selected officers and key employees of DIAMOND OFFSHORE DRILLING, INC.
(the "COMPANY"), and its Subsidiaries, may develop a sense of proprietorship and personal involvement in the
development and financial success of the Company, and to encourage them to remain with and devote their best
efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders.
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:
(a) Annual Bonus Pool. For each Performance Period, an amount determined by the Committee based upon
management performance and financial results for the Performance Period as well as such other factors as the
Committee deems appropriate.
(b) Bonus Pool Carryforward. For any Performance Period, the Annual Bonus Pool for the Performance Period
plus Bonus Pool Carryforwards for prior Performance Periods which have not yet been paid out, less total
Incentive Awards paid for the Performance Period.
(c) Board. The Board of Directors of the Company.
(d) Committee. The Executive Committee of the Board.
(e) Company. Diamond Offshore Drilling, Inc.
(f) Disability. A Participant shall be considered to have terminated employment by reason of Disability if the
Committee determines, based upon