PERFORMANCE AWARD AND CASH BONUS PLAN OF
                                 TRANSOCEAN INC.
 
         Amended and restated as of January 1, 2000*, and as further amended to
reflect change of name on May 9, 2002
 
                                   I. GENERAL
 
1.1      PURPOSE OF THE PLAN
 
         The Performance Award and Cash Bonus Plan (the "Plan") of Transocean
         Inc., a Cayman Islands exempt company limited by shares (the
         "Company"), is intended to advance the best interests of the Company
         and its subsidiaries by providing employees with additional incentives
         through the grant of cash awards based on the performance of the
         employee or the Company, thereby increasing the personal stake of such
         employees in the continued success and growth of the Company and
         encouraging them to remain in the employ of the Company.
 
1.2      ADMINISTRATION OF THE PLAN
 
         (a) The Plan shall be administered by the Executive Compensation
         Committee or other designated committee (the "Committee") of the Board
         of Directors of the Company (the "Board of Directors") which shall
         consist of at least three Directors who are not eligible to participate
         in the Plan. The Committee shall have authority to interpret
         conclusively the provisions of the Plan, to adopt such rules and
         regulations for carrying out the Plan as it may deem advisable, to
         decide conclusively all questions of fact arising in the application of
         the Plan, and to make all other determinations necessary or advisable
         for the administration of the Plan. All decisions and acts of the
         Committee shall be final and binding upon all affected Plan
         participants.
 
         (b)      The Committee shall designate the eligible employees, if any,
                  to be granted awards under the Plan and the type and amount of
                  such awards and the time when awards will be granted. All
                  awards granted under the Plan shall be on the terms and
                  subject to the conditions hereinafter provided.
 
1.3      ELIGIBLE PARTICIPANTS
 
Employees, including officers of the Company and its subsidiaries, and of
partnerships or joint ventures in which the Company and its subsidiaries have a
 
 
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*Amended solely to change the name of the Company and to reflect changes
necessitated by the reorganization of the Company as a Cayman Islands
corporation in May 1999.
 
         significant interest as determined by the Committee (all of such
         subsidiaries, partnerships and joint ventures being referred to as
         "Subsidiaries") shall be eligible to participate in the Plan. Directors
         who are not employees of the Company or its Subsidiaries shall not be
         eligible to participate in the Plan.
 
1.4      AWARDS UNDER THE PLAN
 
         Awards under the Plan may be in the form of (I) performance awards
         pursuant to Article II (Performance Awards"), or (ii) cash bonuses and
         awards pursuant to Article III.
 
1.5      OTHER COMPENSATION PROGRAMS
 
         The existence and terms of the Plan shall not limit the authority of
         the Board of Directors in compensating employees of the Company and its
         Subsidiaries in such other forms and amounts, including compensation
         pursuant to any other plans as may be currently in effect or adopted in
         the future, as it may determine from time to time.
 
 
                             II. PERFORMANCE AWARDS
 
2.1      TERMS AND CONDITIONS OF AWARDS
 
         Subject to the following provisions, Performance Awards expressed as an
         amount of cash may be granted by the Committee in such form and upon
         such terms and conditions as the Committee, in its discretion, may from
         time to time determine. Each grant of a Performance Award shall specify
         the amount and nature of the Performance Award to be received by the
         employee subject to satisfaction of specified "Performance Objectives"
         within a specified "Performance Period."
 
         (a) Performance Period. The Performance Period with respect to each
         Performance Award shall be the period of time within which the
         Performance Objectives relating to that award are to be achieved. The
         Committee shall determine the length of the Performance Period.
 
         (b) Performance Objectives. Performance Awards shall be deemed to have
         been earned by an employee based upon achievement of Performance
         Objectives specified by the Committee at the time of grant. Such
         Performance Objectives may be described in terms of Company-wide
         objectives or of objectives which are related to performance of the
         employee or of the Subsidiary, division, department or function within
         the Company in which the employee is employed. Performance Objectives
         relating to any particular grant of a Performance Award need not be the
         same as those relating to any other grant, whether made at the same or
         a different time. The Committee may specify in connection with each
         grant of a Performance
 
 
 
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         Award a minimum acceptable level of achievement of the relevant
         Performance Objectives (the "Minimum"). If during the Performance
         Period relating to any Performance Award events or transactions occur
         which, in the sole judgment of the Committee, cause the Performance
         Objectives or Minimum relating to such Performance Award to be an
         inappropriate measure of the achievement of the employee, the Committee
         may adjust such Performance Objectives or Minimum.
 
         (c) Earning of Award. The Committee shall, promptly after the date on
         which the necessary financial or other information for a particular
         Performance Period becomes available, determine the extent to which the
         Performance Award to which such Performance Period relates has been
         earned by the employee through achievement of the relevant Performance
         Objectives. If the Performance Objectives have been attained or
         exceeded, the employee shall be deemed to have earned such Performance
         Award in full. If the Performance Objectives have not been attained but
         the relevant Minimum, if any, has been attained or exceeded, the
         percentage of the Performance Award deemed to have been earned by the
         employee shall be determined in accordance with a formula prescribed by
         the Committee at the time such Performance Award was granted. If the
         Minimum has not been attained, the employee shall be deemed not to have
         earned the Performance Award. If a Performance Award is granted at any
         time after the first day of a Performance Period, the amount of such
         Award shall be the amount determined pursuant to this paragraph
         multiplied by a fraction, the numerator of which is the number of
         months during the Performance Period during which such grant was in
         effect, and the denominator of which is the total number of months in
         the Performance Period.
 
         (d) Termination of Employment. If an employee's employment has
         terminated because of death, disability (as determined by the
         Committee) or retirement (under a retirement program of the Company or
         one of its Subsidiaries or otherwise as determined by the Committee)
         prior to the end of the Performance Period, the extent to which a
         Performance Award shall be deemed to have been earned shall be
         determined by multiplying the amount of the Performance Award which
         would have been earned had the employee's employment not been
         terminated by a fraction, the numerator of which is the number of full
         calendar months such employee was employed during the Performance
         Period and the denominator of which is the total number of full
         calendar months in the Performance Period. If the employee's employment
         terminates for any reason other than as described in the preceding
         sentence, the employee shall be deemed not to have earned the
         Performance Award or any part thereof unless the Committee determines
         otherwise in its sole discretion (in which event the extent to which
         the Performance Award shall be deemed to have been earned shall not
         exceed the amount determined pursuant to the preceding sentence).
 
         (e) Distributions. A Performance Award, to the extent that it has been
         earned, shall be distributed in cash, and may be paid in a lump sum, in
         installments, as deferred compensation or in any combination thereof as
         may be determined by the Committee in its sole discretion.
 
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         (f) Change of Control. Notwithstanding any other provision of this
         Section 2.1 or contained in any Performance Award granted hereunder,
         upon the occurrence of a Change of Control (as defined in Section 4.7),
         a Participant shall be deemed to have fully attained all Performance
         Objectives contained in his outstanding Performance Awards and the
         extent to which a Performance Award shall be deemed to have been earned
         shall be determined by multiplying the maximum amount of the
         Performance Award which could have been earned assuming full attainment
         of all Performance Objectives by a fraction, the numerator of which is
         the number of full calendar months in the Performance Period prior to
         the Change of Control (disregarding any months in the Performance
         Period prior to the effectiveness of the grant of the Performance
         Award) and the denominator of which is the total number of full
         calendar months in the Performance Period. If the Participant remains
         in the employ of the Company or its Subsidiaries following the Change
         of Control, he shall be entitled to receive any additional portion of
         the Performance Award which is earned (as determined in accordance with
         Section 2.1(c)) during the portion of the Performance Period occurring
         after the Change of Control. Notwithstanding the provision of Section
         2.1(b), following a Change of Control the Committee shall not adjust
         the Performance Objectives or Minimum or other terms specified in a
         Performance Award in effect immediately prior to the Change of Control
         in a manner adverse to the Participant.
 
 
                          III. CASH BONUSES AND AWARDS
 
3.1      CASH BONUSES AND AWARDS
 
         The Committee, from time to time, may grant cash bonuses and other cash
         awards. The Committee may also delegate the authority to grant cash
         bonuses and awards in accordance with policies adopted by the
         Committee. All bonuses and awards granted under this Section 3.1 shall
         be subject to such terms and conditions, including deferred payment, as
         the Committee, in its discretion, may determine from time to time.
 
 
                            IV. ADDITIONAL PROVISIONS
 
4.1      AMENDMENTS
 
         (a) The Board of Directors may, in its sole discretion, discontinue the
         Plan at any time, or amend it from time to time.
 
         (b) The Committee shall have the authority to amend any grant to
         include any provision which, at the time of such amendment, is
         authorized under the terms of the Plan; however, no outstanding award
         may be revoked or altered in a manner unfavorable to the holder without
         the written consent of the holder.
 
 
 
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4.2      CANCELLATION OF AWARDS
 
         Any award granted under the Plan may be canceled at any time with the
         consent of the holder and a new award may be granted to such holder in
         lieu thereof, which award may, in the discretion of the Committee, be
         on more favorable terms and conditions than the canceled award.
 
4.3      WITHHOLDING
 
         Payments under the Plan shall be net of an amount sufficient to satisfy
         any federal, state or local withholding tax liability.
 
4.4      NON-ASSIGNABILITY
 
         No award under the Plan shall be assignable or transferable by the
         holder thereof except by will or by the laws of descent and
         distribution.
 
4.5      NON-UNIFORM DETERMINATIONS
 
         Determinations by the Committee under the Plan (including, without
         limitation, determinations of the persons to receive awards; the form,
         amount and timing of such awards; the terms and provisions of such
         awards and the agreements evidencing same; and determinations with
         respect to terminations of employment) need not be uniform and may be
         made by it selectively among persons who receive, or are eligible to
         receive, awards under the Plan, whether or not such persons are
         similarly situated.
 
4.6      NO GUARANTEE OF EMPLOYMENT
 
         The grant of an award under the Plan shall not constitute an assurance
         of continued employment for any period.
 
4.7      CHANGE OF CONTROL
 
         A "Change of Control" means:
 
         (a) The acquisition by any individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of 20% or more of either (i) the then outstanding
         ordinary shares of the Company (the "Outstanding Company Ordinary
         Shares") or (ii) 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 (a), the
         following acquisitions shall not constitute a Change of
 
 
 
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         Control: (i) any acquisition directly from the Company, (ii) any
         acquisition by the Company, (iii) 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 (iv)
         any acquisition by any corporation or other entity pursuant to a
         transaction which complies with clauses (i), (ii) and (iii) of
         subsection (c) of this Section 6.10; or
 
         (b) 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 6.10 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
 
         (c) 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, (i) 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 the Outstanding Company Ordinary
         Shares and Outstanding Company Voting Securities, as the case may be,
         (ii) 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 (iii) 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
 
 
 
                                      -6-
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         (d) Approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.
 
 
4.8      EFFECTIVE DATE
 
         The Plan became effective as of June 1, 1993, was amended and restated
         effective January 1, 2000 and was further amended on May 9, 2002.
 
 
                                        TRANSOCEAN INC.
 
 
                                        By:  /s/ Eric B. Brown
                                             ----------------------------------
                                             Eric B. Brown
                                             Corporate Secretary
 
 
 
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