Common use of Title and Terms Clause in Contracts

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.

Title and Terms. There shall be a series of Debt Securities designated 3.2.1. The Original Discount Notes are known as the "3_% Exchangeable Subordinated 13 1/2% Series A Senior Discount Notes due 20072008" of the CompanyIssuer. Their The Original Discount Notes will have a Stated Maturity shall of June 30, 2008 and will be September 15issued pursuant to this Agreement at a discount from the Initial Accreted Value. The Aggregate Initial Accreted Value will reflect a discount from the aggregate stated principal amount of the Intermediate Holdings Discount Notes at maturity, 2007 and they shall bear the Original Discount Notes will accrete in value from Aggregate Initial Accreted Value until June 30, 2003 at a rate per annum of 13 1/2%, compounded semiannually, to an aggregate principal amount at June 30, 2003 of $66,809,539.40. Cash interest will not accrue on the Original Discount Notes prior to June 30, 2003. Thereafter, interest will accrue at a rate per annum of 13.5% and will be payable semiannually in cash and in arrears to the rate Holders of 3_% per annumrecord on each June 15 or December 15 immediately preceding the interest payment date on June 30 and December 31 of each year, from September 19commencing December 31, 1997 or 2003. Cash interest on the Original Discount Notes will accrue from the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided foror, as if no interest has been paid, from June 30, 2003. For convenience, all references to the case may beprincipal amount at maturity of the Original Discount Notes herein are references to the principal amount at final maturity without taking into account the payment required by clause Section 3.2.2 hereof and Section 2 of the Original Discount Notes. All references herein to outstanding principal amount for the purposes of calculating interest and principal payments and redemption prices shall take into account any payment pursuant to Section 3.2.2 hereof and Section 2 of the Original Discount Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date will be paid overdue principal, interest (to the Person in whose name the Notes (extent lawful) or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interestpremium, which if any, shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Datepayable on demand. 3.2.2. The aggregate For each $1,000 in principal amount of Original Discount Notes which may outstanding on December 31, 2003, $427.16 will be authenticated due and delivered under this Third Supplemental Indenture is limited payable in cash on December 31, 2003, representing a payment of a portion of the principal of such Original Discount Notes. 3.2.3. The principal of (and premium, if any) and interest on the Discount Notes shall be payable by either check mailed to $1,150,000,000addresses of or wire transfer to the Persons entitled thereto at such addresses as shall appear on the Note Register or pursuant to such wire transfer instructions as provided to the Issuer. 3.2.4. Holders shall have the right to require the Issuer to purchase their Original Discount Notes, except for Notes authenticated and delivered upon registration or transfer of, in whole or in exchange forpart, or in lieu of, other Notes the event of a Change of Control pursuant to Section 304, 305, 306, 906 or 1107 9.13 and in the event of a Qualifying Public Offering pursuant to Section 9.13A. The Original Discount Notes shall be subject to repurchase by the IndentureIssuer pursuant to an Asset Disposition as provided in Section 9.14. The Original Discount Notes shall be redeemable at the option of the Company as provided in Section 10 and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureOriginal Discount Notes.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$150,000,000(U.S.$200,000,000 if the over-allotment is fully exercised), except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to SECTION 3.4, 3.5, 3.6, 8.5, 10.8, 11.2 or 13.3(e). The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 6.25% Convertible Subordinated Notes due 2007December 1, 2004" of the Company. Their Stated Maturity shall be September 15December 1, 2007 2004 and they shall bear interest at the rate of 3_% per annumon their principal amount from December 6, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be1999, payable semi-annually in arrears on March 15 June 1 and September December 1 in each year, commencing June 15, commencing March 152000, 1998 at the rate of 6.25% per annum until the principal thereof is paid or made available for payment. The interest so payabledue and at the rate then in effect on any overdue principal and, and punctually paid or duly provided forto the extent permitted by law, on any Interest Payment Date will overdue interest; PROVIDED, HOWEVER, that payments shall only be paid made on Business Days as provided in SECTION 1.12. The principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in SECTION 2.2, and the Repurchase Price, whether payable in cash or in shares of Common Stock, shall be payable at such places as are identified in the Company Notice given pursuant to SECTION 13.3 (any city in which any Paying Agent is located being herein called a "Place of Payment"). The Registrable Securities are entitled to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close benefits of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), Registration Rights Agreement as the case may be, next preceding such Interest Payment Dateprovided by SECTIONS 2.2 and 9.11. The aggregate principal amount Securities are entitled to the payment of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or Liquidated Damages as provided in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the IndentureRegistration Rights Agreement. The Notes Securities shall be redeemable at the option of the Company, as provided in ARTICLE TEN and in the form of Securities set forth in SECTION 2.2. The Securities shall be convertible as provided in ARTICLE ELEVEN (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Debt of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in ARTICLE TWELVE. The Securities shall be subject to repurchase by the Company at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureARTICLE THIRTEEN.

Title and Terms. There shall be is hereby created under the Indenture a series of Debt Securities known and designated as the "3_% 6 1/4% Exchangeable Subordinated Notes due 2007Due August 15, 2001" of the Company. Their Stated Maturity shall The aggregate principal amount of DECS that may be September 15authenticated and delivered under this Indenture is limited to $200 million, 2007 except for DECS authenticated and they delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other DECS pursuant to Section 3.04, 3.05, 3.06 and 11.06 of the Indenture. The DECS shall bear interest at the rate of 3_% 6 1/4% of the principal amount per annum, from September 19, 1997 the date of original issuance or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as until the case may beprincipal amount thereof is exchanged at maturity pursuant to the terms of the DECS. Interest on the DECS shall be payable quarterly in arrears on February 15, payable semi-annually on March May 15, August 15 and September 15November 15 of each year, commencing March November 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable(each, and punctually paid or duly provided for, on any an Interest Payment Date will be paid Date"), to the Person persons in whose name names the Notes DECS (or one or more Predecessor Securitiesany predecessor securities) are registered at the close of business on the Regular Record Date for such interestFebruary 1, which shall be the March May 1, August 1 or September and November 1 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date, provided that interest payable at Maturity shall be payable to the person to which the Learning Common Stock is deliverable. The aggregate principal amount DECS shall be initially issued in the form of Notes which may a Global Security and the depositary for the DECS shall be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000the Depositary Trust Company, except for Notes authenticated and delivered upon registration or transfer ofNew York, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the IndentureNew York. The Notes DECS shall not be redeemable at prior to their Maturity and shall not be subject to any sinking fund. The DECS are not subject to payment prior to the option date of the Company and exchangeable into shares of Diamond Offshore Common Stock Maturity at the option of the Holder. The DECS shall be mandatorily exchangeable as provided in Section 2.02. The DECS shall be issuable in denominations of $27.9375 and any integral multiple thereof. The DECS shall not be issued as Original Issue Discount Securities. The form of DECS attached hereto as Exhibit A is hereby adopted, subject pursuant to the Company's right to suspend exchanges and to elect cash settlement (including by payment Section 9.01(6) of the Average Market Value Amount in connection with Indenture, as a redemption form of Notes or final maturity Securities of a series that consists of DECS. Certain terms of the Notes), in each case in accordance with the terms DECS are set forth in the form of Note and in this Third Supplemental Indenturethe DECS. The Securities of this series Company shall not be subject obligated to a sinking fund. The Notes pay any additional amount on the DECS in respect of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenturetaxes, except as otherwise provided in Section 2.06.

Title and Terms. There The aggregate principal amount at Stated Maturity of Securities which may be authenticated and delivered under this Indenture is limited to the aggregate liquidation preference of the Exchangeable Preferred Stock (including any Exchangeable Preferred Stock issued in payment of dividends), plus accrued and unpaid dividends, on the date of exchange of the Exchangeable Preferred Stock into Securities (plus any additional Securities issued in lieu of cash interest as provided herein, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1013. The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Senior Subordinated Notes Debentures due 20072010" of the Company. Their Stated Maturity shall be September February 15, 2007 2010 and they shall bear interest at the rate of 3_% 11.125% per annum, from September 19, 1997 the Securities Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March February 15 and September August 15, commencing March 15, 1998 with the first such date after the Securities Issue Date until the principal thereof is paid or made available for payment. The principal of (and premium, if any) and interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will the Securities shall be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered payable at the close office or agency of business on the Regular Record Date Company in the Borough of Manhattan, The City of New York maintained for such interestpurpose and at any other office or agency maintained by the Company for such purpose; provided, which shall be the March 1 or September 1 (whether or not a Business Day)however, as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable that at the option of the Company and exchangeable into shares payment of Diamond Offshore Common Stock at interest, to the option extent paid in cash, may be made by check mailed to the address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and Security Register. The Company may be required to make an Offer to Purchase the Securities as provided in this Third Supplemental IndentureSections 1013. The Securities of this series shall not be redeemable as provided in Article Two and Article Eleven. The Securities shall be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Defeasance and/or Covenant Defeasance as provided in Article Fifteen of the IndentureTwelve.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture on the Issue Date is limited to $1,150,000,0001,200,000,000 principal amount. Additional Securities may be issued, except for Notes authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 304Sections 3.04, 3053.05, 3063.06, 906 9.05 or 1107 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “5.50% Senior Notes due 2027” of the IndentureCompany. Their Stated Maturity for payment of principal shall be July 15, 2027. Interest on the Securities shall accrue at the rate of 5.50% per annum and shall be payable semiannually in arrears on each January 15 and July 15, commencing January 15, 2020 to the Holders of record of Securities at the close of business on January 1 and July 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from July 9, 2019. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes principal of (and premium, if any) and interest on the Securities shall be redeemable payable at the office of the Trustee in The City of New York, located at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company and exchangeable into shares Company, payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register, or wire transfer or other electronic means. The Securities of this series shall not be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to a sinking fund. The Notes of this series are not subject satisfaction and discharge as provided in Article IV and to defeasance at the option of the Company pursuant to Legal Defeasance and/or Covenant Defeasance as provided in Article Fifteen of the IndentureXII.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000U.S.$400,000,000, except for Notes Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 3043.05, 3053.08, 3068.05, 906 10.08, 11.02 or 1107 12.03(f). The Securities shall be known and designated as the “2.00% Guaranteed Convertible Senior Notes due August 21, 2011” of the IndentureIssuer. Their Stated Maturity shall be August 21, 2011, and they shall bear interest on their principal amount from August 21, 2001, payable semi-annually in arrears on February 21 and August 21 in each year, commencing February 21, 2002, at the rate of 2.00% per annum until the principal thereof is due and at the rate of 2.00% per annum on any overdue principal and, to the extent permitted by law, on any overdue interest; provided, however, that payments shall only be made on Business Days as provided in Section 1.13. The Notes principal of, premium, if any, and interest on the Securities shall be payable as provided in the form of Securities set forth in Exhibit A and Exhibit B, and any Redemption Price, Change of Control Redemption Price or Holder Option Redemption Price shall be payable at such places as are identified in the notice of redemption delivered pursuant to Section 10.05, the Company Notice given pursuant to Section 12.03 or any notice from the Issuer delivered pursuant to Section 13.03 (any city in which any Paying Agent is located being herein called a “Place of Payment”). The Securities shall be redeemable at the option of the Company Issuer, as provided in Article 10 and exchangeable into shares in the form of Diamond Offshore Common Stock Securities set forth in Exhibit A and Exhibit B. The Securities shall be convertible as provided in Article 11 (any city in which any Conversion Agent is located being herein called a “Place of Conversion”). The Securities shall be subject to redemption by the Issuer at the option of the Holder, subject to the Company's right to suspend exchanges Holders as provided in Article 12 and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture13.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$100,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.2(e). The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 5% Convertible Subordinated Notes due 20072002" of the Company. Their Stated Maturity shall be September 15October 1, 2007 2002 and they shall bear interest at the rate of 3_% per annum, on their principal amount from September 1916, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be1997, payable semi-annually in arrears on March 15 April 1 and September 15October 1 each year, commencing March 15April 1, 1998 1998, at the rate of 5% (together with any Additional Amounts and Additional Interest the Company may be required to pay) until the principal thereof is paid or made available for payment. The interest so payabledue, and punctually paid or duly provided forat the rate of 5% per annum on any overdue principal and, to the extent permitted by law, on any Interest Payment Date will overdue interest; provided, however, that payments shall only be paid made on Business Days as provided in Section 1.12. The Securities are entitled to the Person in whose name benefits of registration rights as provided by the Notes (or one or more Predecessor Securities) are registered at the close of business Registration Rights Agreement. The principal of, premium, if any, and interest on the Regular Record Date for such interest, which Securities shall be payable as provided in the March 1 or September 1 (whether or not a Business Day), form of Security set forth in Section 2.2 and the Repurchase Price shall be payable at such places as are identified in the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Company Notice given pursuant to Section 304, 305, 306, 906 or 1107 15.2 (any city in which any Paying Agent is located being herein called a "Place of the IndenturePayment"). The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case whole or in accordance with the terms set forth in the form of Note part, and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant or otherwise in the event of certain developments, including developments with respect to U.S. withholding taxes, as provided in Article Fifteen Eleven and in the form of Security set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the IndentureCompany as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holders as provided in Article Fourteen.

Title and Terms. There The aggregate principal amount at maturity of Senior Notes which may be authenticated and delivered under this Indenture is limited to $225,000,000, except for Senior Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Notes pursuant to Section 304, 305, 306, 307, 308, 906, 1015, 1016 or 1108, pursuant to an Exchange Offer or pursuant to Section 312. The Initial Senior Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated 11f% Senior Secured Discount Notes due 2007Due 2004" and the Exchange Senior Notes shall be known and designated as the "11f% Series B Senior Secured Discount Notes Due 2004" of the Company. Their Stated Maturity shall be September December 15, 2007 and they shall bear 2004. Based on the issue price thereof, their yield to maturity is 11f%, calculated from December 15, 1997. Cash interest will not accrue or be payable on the Senior Notes prior to December 15, 2002. Thereafter, cash interest on the Senior Notes will accrue at the a rate of 3_% 11f% per annumannum from December 15, from September 19, 1997 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable semiannually on June and December in each year, payable semi-annually on March 15 and September commencing June 15, commencing March 152003, 1998 until the principal thereof is paid or made available for paymentduly provided for. The principal of (and premium, if any), and interest so on the Senior Notes shall be payable, and punctually paid or duly provided forthe Senior Notes shall be exchangeable and transferable, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close office or agency of business on the Regular Record Date Company in The City of New York maintained for such interestpurposes, (which initially shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 office of the Indenture. The Notes shall be redeemable Trustee located at 000 Xxxxxxx Xxxxxx, New York, New York 10286 or, at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at Company, interest may be paid by check mailed to the option address of the Holder, subject to Person entitled thereto as such address shall appear on the Company's right to suspend exchanges and to elect cash settlement (including by payment Register. Senior Notes that remain outstanding after the consummation of the Average Market Value Amount Exchange Offer and Exchange Senior Notes issued in connection with the Exchange Offer will be treated as a redemption single class of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in securities under this Third Supplemental Indenture. The Securities of this series Senior Notes shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to redeemable as provided in Article Fifteen of the IndentureEleven.

Title and Terms. There The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is limited to $154,639,200 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 3.07, 9.06, 11.09 or 13. 01. The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 5 1/4% Convertible Junior Subordinated Notes due 2007Debentures Due 2028" of the Company. Their Stated Maturity shall be September April 15, 2007 2028, and they shall bear interest at the rate of 3_% per annumApplicable Rate, from September 19April 14, 1997 1998, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on March 15 and September January 15, April 15, July 15, and October 15 (each an "Interest Payment Date") of each year, commencing March July 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will they shall be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are Security is registered at the close of business on the Regular Record Date regular record date for such interestinterest installment, which shall be the March 1 or September close of business on the next preceding January 1, April 1, July 1, and October 1 (whether the "Regular Record Date"). Interest will compound quarterly and will accrue at the Applicable Rate on any interest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.13 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be 30 25 computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), as except that, if such Business Day is in the case may benext succeeding calendar year, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes payment shall be redeemable at made on the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes)immediately preceding Business Day, in each case in accordance with the terms set forth same force and effect as if made on such date. If at any time (including upon the occurrence of a Tax Event) while the Property Trustee is the sole Holder of all the Securities, the Trust is required to pay any additional taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, the form Company may elect, in its sole and absolute discretion, to pay as additional interest ("Additional Sums") on the Securities held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of Note and interest on the Securities shall be payable at the office or agency of the Company in this Third Supplemental IndentureNew York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Securities of this series shall not be subject to a sinking fundredeemable as provided in Article XI hereof. The Notes Securities shall be subordinated in right of this series are not subject payment to defeasance at the option of the Company pursuant to Senior Debt as provided in Article Fifteen of the IndentureXII hereof. The Securities shall be convertible as provided in Article XIII hereof.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated 12.50% Senior Secured Notes due 2007" of the Company. Their Stated Maturity shall be September May 15, 2007 and they shall bear interest at the rate of 3_% 12.50% per annum, from September 19May 15, 1997 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March May 15 and September November 15, commencing March November 15, 1998 2003, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided forIf, on May 15, 2005, the Company has not retired (either through tender offers or redemption) at least an aggregate of $7.5 million principal amount of the Securities (less any cash amounts paid to tendering holders in the Exchange Offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the Securities will increase by 2.0% until the Interest Payment Date will be paid to immediately succeeding the Person in whose name one-year anniversary of the Notes (or one or more Predecessor Securities) are registered date on which the Company has repaid at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate least $7.5 million principal amount of Securities (less any cash amounts paid to tendering holders in the Exchange Offer pursuant to which this Security is originally issued) since May 15, 2003. If on May 15, 2006, the Company has not retired (either through tender offers or redemptions) at least an aggregate of $15 million principal amount of the Securities (less any cash amounts paid to tendering holders in the Exchange Offer pursuant to which this Security is offered) since May 15, 2003, the interest rate on the Securities will increase by an additional 2.5% from the interest rate then in effect until the Interest Payment Date immediately succeeding the one-year anniversary of the date on which the Company has repaid at least $15.0 million principal amount of Securities (less any cash amounts paid to tendering holders in the Exchange Offer pursuant to which this Security is offered) since May 15, 2003. Interest will be payable in cash, provided that, at the option of the Company, exercisable by not less than 10 days' prior written notice to the Trustee and the Holders, the Company may pay up to half of the Interest payable on any three of the first five interest payment dates (November 15, 2003, May 15 and November 15, 2004 and May 15 and November 15, 2005) in PIK Notes which with a principal amount equal to 112.5% of the amount of cash that would have otherwise been payable as such interest. The Company may be authenticated and delivered under this Third Supplemental Indenture is limited not exercise the PIK Option with respect to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes any interest payment after the Company has made any Restricted Payments pursuant to Section 304, 305, 306, 906 or 1107 1010 of the this Indenture. The Notes principal of (and premium, if any) and interest on the Securities shall be redeemable payable at the office or agency of the Company in Wilmington, Delaware maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company and exchangeable into shares payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register. The Securities of this series shall not be subject to a sinking fundredeemable as provided in Article Eleven. The Notes of this series are not Securities shall be subject to defeasance at the option of the Company pursuant to as provided in Article Fifteen of Twelve. The Securities shall be Guaranteed by the IndentureSubsidiary Guarantors as provided in Article Thirteen.

Title and Terms. There The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $328,084,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be a series canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Debt Original Securities and Exchange Securities Outstanding exceed $328,084,000. The Securities shall be known and designated as the "3_% Exchangeable Subordinated 10 1/8% Senior Discount Notes due 20072008" of the CompanyIssuer. Their The Stated Maturity of the Securities shall be September 15March 1, 2007 and they 2008. The Securities shall bear interest at the rate of 3_% 10 1/8% per annum, from September 19March 1, 1997 2003 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 1 and September 151, commencing March 15September 1, 1998 2003, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on March 1 and September 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The interest so payableprincipal of and premium, if any, and punctually paid interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or duly provided foragency maintained by the Issuer for such purpose; provided, on any Interest Payment Date will however, that at the option of the Issuer payment of interest may be paid made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which Security Register. The Securities shall be subject to repurchase by the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Issuer pursuant to Section 304, 305, 306, 906 or 1107 an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle Eleven. The Securities of this series shall not be subject to a have the benefit of any sinking fundfund obligations. The Notes of this series are not Securities shall be subject to defeasance at the option of the Company pursuant to Issuer as provided in Article Fifteen Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000U.S.$150,000,000, except for Notes Securities authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06, 11.08, 13.02 or 14.06 and except for Securities which, pursuant to Section 3043.03, 305, 306, 906 or 1107 are deemed never to have been authenticated and delivered hereunder. The Stated Maturity of the IndentureSecurities shall be October 1, 2006, and they shall bear interest at the rate of 5% per annum, payable semi-annually on October 1 and April 1 of each year commencing on April 1, 2000, until the principal thereof is paid or made available for payment. Payment of the principal of, premium, if any, and interest (including payment of any Additional Interest) on this Security will be made at the Corporate Trust Office, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts by a U.S. Dollar check drawn on an account maintained with a bank in the Borough of Manhattan, The City of New York; PROVIDED, HOWEVER, that upon written application by the Holder to the Security Registrar setting forth wire instructions not later than 15 days prior to the relevant payment date (in the case of payment of principal) or not later than the relevant Record Date (in the case of payment of interest), such Holder may receive payment by wire transfer of Dollars to a U.S. Dollar account maintained by the payee with a bank in the United States or in Europe and designated by the payee to the Security Registrar. The Notes Securities shall be redeemable by the Company as provided in Article XI. The Securities shall be subordinated in right of payment to the prior payment in full of Senior Indebtedness as provided in Article XII. The Securities shall be convertible as provided in Article XIII. The Securities shall be subject to purchase by the Company at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holder as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureXIV.

Title and Terms. There The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $175,000,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be a series canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Debt Original Securities and Exchange Securities Outstanding exceed $175,000,000. The Securities shall be known and designated as the "3_% Exchangeable Subordinated 9 7/8% Senior Notes due 20072009" of the CompanyIssuer. Their The Stated Maturity of the Securities shall be September November 15, 2007 and they 2009. The Securities shall bear cash interest at the rate of 3_% 9 7/8% per annumannum on the principal amount at maturity of the Notes, from September 19May 13, 1997 1999 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March May 15 and September November 15, commencing March November 15, 1998 1999, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on May 15 and November 15 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The interest so payableprincipal of and premium, if any, and punctually paid interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or duly provided foragency maintained by the Issuer for such purpose; provided, on any Interest Payment Date will however, that at the option of the Issuer payment of interest may be paid made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which Security Register. The Securities shall be subject to repurchase by the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Issuer pursuant to Section 304, 305, 306, 906 or 1107 an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle Eleven. The Securities of this series shall not be subject to a have the benefit of any sinking fundfund obligations. The Notes of this series are not Securities shall be subject to defeasance at the option of the Company pursuant to Issuer as provided in Article Fifteen Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. There The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable “3.25% Convertible Subordinated Notes due 2007" 2012” of the Company. Their Stated Maturity The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $275,000,000 (or $315,000,000 if the option set forth in Section 2 of the Purchase Agreement is exercised in full), except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5, 10.8, 11.1 or 12.2 hereof. The Securities shall be issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on September 1528, 2007 and they 2012. Interest shall bear interest accrue from September 28, 2005 at the a rate of 3_% 3.25% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 annum until the principal thereof is paid or made available for payment. The interest so payableInterest shall be payable semiannually in arrears on March 28 and September 28 of each year, and punctually paid or duly provided forcommencing March 28, on any Interest Payment Date will be paid 2006, to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at Holders of record as of the close of business on the Regular Record Date for such interest, which interest payment. Interest on the Securities shall be computed on the March 1 basis of a 360-day year of twelve 30-day months. Principal of, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal on Physical Securities shall be payable at the office or September 1 agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (whether i) check mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Business Day), as the case may be, next preceding such Interest Payment Date. The Holder of an aggregate principal amount in excess of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article X hereof. The Securities shall have a Repurchase Right exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle XI hereof. The Securities of this series shall not be subject to a sinking fundconvertible as provided in Article XII hereof. The Notes Securities shall be subordinated in right of this series are not subject payment to defeasance at the option Senior Debt of the Company pursuant to as provided in Article Fifteen of the IndentureXIII hereof.

Title and Terms. There shall be are hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “0.950% Senior Notes due 2007" 2024” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Second Supplemental Indenture is initially limited to $1,150,000,000500,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be October 1, 2024 for payment of principal of the Notes. The Notes shall bear interest at the rate of 0.950% per annum, from September 23, 2021 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 1 and October 1 of each year (commencing April 1, 2022), to the Persons in whose names the Notes are registered at the close of business on March 15 or September 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note one or more Global Securities and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York. The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of $1,000 in excess thereof. The form of the Company Notes attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as the form of Debt Securities that consist of the Notes.

Title and Terms. There The Notes shall be a series of Debt Securities designated as entitled the "3_% Exchangeable Subordinated “9.875% Senior Notes due 2007" 2024.” The Trustee shall authenticate and deliver on the Issue Date $540,000,000 in aggregate principal amount of the CompanyInitial Notes, upon delivery of an Issuer Order. Their Stated Maturity The Trustee shall authenticate Additional Notes thereafter from time to time for original issue in unlimited aggregate principal amount upon receipt of an Issuer Order (subject to compliance with Section 1108). The Trustee shall also authenticate Exchange Notes thereafter from time to time for original issue in exchange for an equal principal amount of Initial Notes or Additional Notes upon receipt of an Issuer Order. Any such Issuer Order shall also specify the date on which the original issue of Notes is to be September authenticated, and, in relation to any Additional Notes or Exchange Notes, it shall also specify the principal amount thereof to be issued and, in relation to any Additional Notes, it shall certify that such issuance is not prohibited by Section 1108. The Notes will mature on February 15, 2007 and they shall bear interest 2024. Interest on the Notes will accrue at the rate of 3_% 9.875% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, and will be payable semi-annually semiannually in cash on March each February 15 and September August 15, commencing March on August 15, 1998 until 2017 in the principal thereof is paid or made available for payment. The interest so payablecase of the Initial Notes, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) Persons who are registered Holders of Notes at the close of business on the Regular Record Date for such interest, which shall be February 1 and August 1 immediately preceding the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such applicable Interest Payment Date. The aggregate principal amount Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited issuance to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of but excluding the Indentureactual Interest Payment Date. The Notes shall be redeemable at the option of the Company as provided in Article Twelve and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges Legal Defeasance and to elect cash settlement (including by payment of the Average Market Value Amount Covenant Defeasance as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fundArticle Fourteen. The Notes of this series shall have such other terms as are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.indicated in Annex A.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000125,000,000 aggregate principal amount at maturity of Initial Notes, except for Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 307, 310, 906, 1012, 1013 or 1107 1108, pursuant to an Exchange Offer or pursuant to a Private Exchange Offer, and, subject to compliance with the covenants contained in this Indenture, including Section 1008 as a new Incurrence of Indebtedness by the Issuers, up to $250,000,000 aggregate principal amount of additional Notes (the "Additional Notes") having substantially identical terms and conditions to the Initial Notes. Any Additional Notes shall constitute part of the same issue as the Initial Notes offered on the date of this Indenture. The Initial Notes and the Additional Notes shall be known and designated as the "7 7/8% Senior Notes due 2011," and the Exchange Notes shall be known and designated as the "7 7/8% Senior Notes due 2011," in each case, of the Issuers. The Notes will initially be issued in an aggregate principal amount of $125,000,000 with a Stated Maturity of February 15, 2011. Interest on the Notes will accrue at a rate per annum of 7 7/8% and will be payable semiannually in cash and in arrears to the Holders of record on each February 1 or August 1 immediately preceding the interest payment date on February 15 and August 15 of each year, commencing August 15, 1999. Interest on the Notes will accrue from the most recent interest payment date to which interest has been paid or, if no interest has been paid, from February 26, 1999. All references to the principal amount of the Notes herein are references to the principal amount at final maturity. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Issuers maintained for such purpose in the Borough of Manhattan, The City of New York, or at such other office or agency of the Issuers as may be maintained for such purpose; provided, however, that, at the option of the Issuers, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Holders shall have the right to require the Issuers to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1012. The Notes shall be subject to repurchase by the Issuers pursuant to an Excess Proceeds Offer as provided in Section 1013. The Notes shall be redeemable at the option of the Company as provided in Article Eleven and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.

Title and Terms. There The Trustee shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated authenticate (i) Initial Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited on the Issue Date in an aggregate amount equal to $1,150,000,000600,000,000, (ii) Exchange Notes or Private Exchange Notes from time to time only in exchange for a like principal amount of Initial Notes and (iii) Notes not bearing the Private Placement Legend from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 303, 304, 305, 306, 906 307, 801, 906, 1006, 1009 or 1107 1108. The Trustee shall authenticate Additional Notes thereafter in unlimited amount for original issue upon a written order of the Company in the form of an Officers' Certificate in aggregate principal amount as specified in such order (so long as permitted by this Indenture, including, without limitation, Section 1007). Any such Officers' Certificate shall also specify the date on which the original issue of Notes is to be authenticated and shall certify that such issuance will not be prohibited by Section 1007. The Notes shall be known and designated as the "9 3/4% Senior Notes due 2009" of the Company. The Notes will mature on the January 15, 2009. Interest on the Notes will accrue at the rate of 9 3/4% per annum and will be payable semiannually in cash on each January 15 and July 15, commencing on July 15, 2002, to the persons who are registered Holders at the close of business on the January 1 and July 1 immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance to but excluding the actual interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureEleven.

Title and Terms. There The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 5% Convertible Subordinated Notes due 2007" of the Company. Their Stated Maturity The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $175,000,000 (or $201,250,000 if the over-allotment option set forth in Section 2 of the Purchase Agreement is exercised in full), except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5, 10.8, 11.1 or 12.2 hereof. The Securities shall be September 15issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on March 14, 2007 and they 2007. Interest shall bear interest accrue from March 14, 2000 at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 Rate until the principal thereof is paid or made available for payment. The Interest shall be payable semiannually in arrears on March 14 and September 14 in each year, commencing September 14, 2000. Interest on the Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest so payable, and punctually paid or duly provided foris calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. For purposes of determining the Interest Rate, the Trustee may assume that a Reset Transaction has not occurred unless the Trustee has received an Officers' Certificate stating that a Reset Transaction has occurred and specifying the Adjusted Interest Rate then in effect. A Holder of any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered Security at the close of business on the a Regular Record Date for such interest, which shall be entitled to receive interest (including Liquidated Damages, if any) on such Security on the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such corresponding Interest Payment Date. The such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle 11 hereof. The Securities of this series shall not be subject to a sinking fundconvertible as provided in Article 12 hereof. The Notes Securities shall be subordinated in right of this series are not subject payment to defeasance at the option Senior Debt of the Company pursuant to as provided in Article Fifteen of the Indenture13 hereof.

Title and Terms. There shall be are hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “2.350% Senior Notes due 2007" 2032” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Supplemental Indenture is initially limited to $1,150,000,000500,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be January 15, 2032 for payment of principal of the Notes. The Notes shall bear interest at the rate of 2.350% per annum, from September 23, 2021 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on January 15 and July 15 of each year (commencing July 15, 2022), to the Persons in whose names the Notes are registered at the close of business on January 1 or July 1, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note one or more Global Securities and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York. The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of $1,000 in excess thereof. The form of the Company Notes attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as the form of Debt Securities that consist of the Notes.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $77,000,000 (including $7,000,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the over-allotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1108, 1302 or 1405. The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 5 3/4% Convertible Subordinated Notes Debentures due 20072003" of the Company. Their Stated Maturity shall be September 1530, 2007 2003 and they shall bear interest at the rate of 3_% 5 3/4% per annum, from September 19, 1997 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 31 and September 1530, commencing March 1531, 1998 1997, until the principal thereof is paid or made available for payment. The principal of, premium, if any, interest so payableand Liquidated Damages, and punctually paid or duly provided forif any, on any Interest Payment Date will the Securities shall be paid payable (i) in respect of the Global Securities in immediately available funds to the Person accounts specified by the Global Security Holder on or prior to the respective payment dates and (ii) in whose name respect of Certificated Securities by wire transfer of immediately available funds to the Notes (or one or more Predecessor Securities) are accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder's registered at the close of business on the Regular Record Date for such interest, which address. The Securities shall be subject to the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Datetransfer restrictions set forth in Section 305. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes Securities shall be redeemable as provided in Article Eleven. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holder as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureFourteen.

Title and Terms. There shall be is hereby created under the Indenture a series of Debt Securities known and designated as the "3_% 6 3/4% Exchangeable Subordinated Notes due 2007Due February 1, 2000" of the Company. Their The aggregate principal amount of DECS that may be authenticated and delivered under this Indenture is limited to $117,211,950, except for DECS authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other DECS pursuant to Sections 2.08, 2.09, 2.11 or 10.04 of the Indenture. The Stated Maturity for payment of principal of the DECS shall be September 15February 1, 2007 2000 and they the DECS shall bear interest on the principal amount at the rate of 3_% 6 3/4% per annum, from September 19, 1997 the date of original issuance or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable quarterly in arrears on February 1, payable semi-annually on March 15 May 1, August 1 and September 15November 1 of each year (commencing February 1, commencing March 151997), 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person persons in whose name names the Notes DECS (or one or more Predecessor Securitiesany predecessor securities) are registered at the close of business on the Regular Record Date for such interest, which shall be 15th day of the March 1 or September 1 (whether or not a Business Day), as the case may be, next calendar month immediately preceding such Interest Payment Date, provided that interest payable at Maturity shall be payable to the person to whom the principal is payable. -5- 7 The DECS shall be issuable in denominations of $21.375 and any integral multiple thereof. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes DECS shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note a Global Security and in this Third Supplemental Indenturethe Depositary for the DECS shall be The Depository Trust Company, New York, New York. The Securities of this series DECS shall not be redeemable prior to their Stated Maturity. The DECS shall not be subject to a any sinking fund. The Notes Company shall not be obligated to pay any additional amount on the DECS in respect of this series are not subject to defeasance at the option taxes, except as otherwise provided in Sections 2.06 and 3.01 hereof. The form of the Company DECS attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 10.01(f) of the Indenture, as a form of Debt Securities of a Series that consists of DECS. The DECS shall be mandatorily exchangeable as provided in Section 2.02 hereof. SECTION 2.

Title and Terms. There The aggregate principal amount of Debentures which may be authenticated and delivered under the Indenture is limited to $74,750,000 (including $9,750,000 aggregate principal amount of Debentures that may be sold to the Underwriters by the Company upon exercise of the over-allotment option granted pursuant to the Underwriting Agreement dated March 10, 1997 between the Company and the Underwriters referred to therein), except for Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debentures pursuant to Section 304, 305, 306 or 906 of the Base Indenture or Section 608 of this First Supplemental Indenture and except for any Debentures which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Debentures shall be a series of Debt Securities known and designated as the "3_% Exchangeable 6.55% Convertible Subordinated Notes Debentures due 20072002" of the Company. Their The Stated Maturity of the Debentures shall be September 15March 14, 2007 2002 and they the Debentures (including Debentures issued upon any exercise of the over-allotment option referred to in the immediately preceding paragraph) shall bear interest at the rate of 3_% 6.55% per annum, from September 19, 1997 the date of original issuance of Debentures pursuant to the Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 14 and September 1514, commencing March 15September 14, 1998 1997, until the principal thereof is paid or made available for payment. The Debentures are Original Issue Discount Securities within the meaning of the Indenture and will be issued at an Original Issue Discount (the excess of the principal amount of the Debentures payable at their Stated Maturity over the Issue Price) of 9.70% from the principal amount thereof payable at Stated Maturity. The rate of interest so on the Debentures and accrual of such Original Issue Discount represent a Yield to Maturity, compounded semi-annually, of 9.00% per annum. Each Debenture shall be dated the date of its authentication, except that Debentures issued upon any exercise of the over-allotment option referred to in the immediately preceding paragraph shall be dated the date which is the same as the date of original issuance of Debentures pursuant to the Indenture (notwithstanding anything to the contrary provided for in Section 303 of the Base Indenture). The principal of and premium, if any, and interest on the Debentures shall be payable, and punctually paid the conversion and transfer of Debentures may be registered, at the office or duly provided foragency of the Company or the Trustee maintained for that purpose in New York, New York and at any other office or agency maintained by the Company or the Trustee for such purpose. Principal of and premium, if any, and interest on any Interest Payment Date Debentures which are Global Securities held of record by the Depositary or its nominee will be paid payable in same day funds. The Debentures shall be subject to the Person ownership and transfer restrictions set forth in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which Article Four hereof. The Debentures shall be convertible as provided in Article Five hereof (and such Article Five shall supersede Article Fourteen of the March 1 or September 1 (whether or not a Business DayBase Indenture with respect to the Debentures), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes Debentures shall be redeemable at the option of the Company as provided in Article Six hereof (and exchangeable into shares such Article Six shall supersede Article Eleven of Diamond Offshore Common Stock the Base Indenture with respect to the Debentures). The Debentures shall be subject to repurchase at the option of the Holder, subject Holder as provided in Article Seven hereof. The Debentures shall be subordinated in right of payment to Senior Debt as provided in Article Nine hereof (and such Article Nine shall supersede Article Fifteen of the Base Indenture with respect to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the NotesDebentures), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series Debentures shall not be subject to a the defeasance provisions of Article Thirteen of the Base Indenture. The Debentures shall not be subject to any sinking fund. Remedies with respect to the Debentures shall be as provided in Article Eight hereof (and such Article Eight shall supersede Article Five of the Base Indenture with respect to the Debentures). The Notes Debentures shall be substantially in the form provided for by Article Three hereof. The last paragraph of this series are Section 307 of the Base Indenture notwithstanding, in the case of any Debenture which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Debenture whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not subject punctually paid or duly provided for) shall be paid to defeasance the Person in whose name that Debenture (or one or more Predecessor Debentures) is registered at the option close of business on such Regular Record Date, provided, however, that Debentures so surrendered for conversion (except Debentures or portions thereof called for redemption) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company pursuant of an amount equal to the interest payable on such Interest Payment Date on the principal amount being surrendered for conversion. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Debenture shall not be payable. Any reference in the Base Indenture to any Section or Article Fifteen of therein which is superseded by any Section or Article contained in this First Supplemental Indenture shall be deemed to refer to such superseding Section or Article contained in this First Supplemental Indenture, to the Indenture.extent applicable. ARTICLE THREE

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture on the Issue Date is limited to $1,150,000,000750,000,000 principal amount. Additional Securities may be issued, except for Notes authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 304Sections 3.04, 3053.05, 3063.06, 906 9.06 or 1107 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “8.375% Senior Subordinated Notes Due 2020” of the IndentureCompany. Their Stated Maturity for payment of principal shall be September 15, 2020. Interest on the Securities shall accrue at the rate of 8.375% per annum and shall be payable semiannually in arrears on each March 15 and September 15, commencing March 15, 2011 to the Holders of record of Securities at the close of business on March 1 and September 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 26, 2010. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes principal of (and premium, if any) and interest on the Securities shall be redeemable payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company and exchangeable into shares Company, payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register, or wire transfer or other electronic means. The Securities of this series shall not be redeemable as provided in Article XI and the Securities. The Securities shall be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Defeasance and/or Covenant Defeasance as provided in Article Fifteen of the IndentureXII.

Title and Terms. There shall be is hereby created under the Indenture a series of Debt Securities known and designated as the "3_% 5 1/2% Exchangeable Subordinated Notes due 2007Due August 2, 2004" of the Company. Their The aggregate principal amount of DECS that may be authenticated and delivered under this Indenture is limited to $330,348,375 million, except for DECS authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other DECS pursuant to Section 305, 306, 307, 904 and 1103 of the Indenture. The Stated Maturity for payment of principal of the DECS shall be September 15August 2, 2007 2004 and they the DECS shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) at the rate of 3_% 5 1/2% of the principal amount per annum, from September 19, 1997 the date of original issuance or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as until the case may beprincipal amount thereof is exchanged at maturity pursuant to the terms of the DECS. Interest on the DECS shall be payable quarterly in arrears on February 1, payable semi-annually May 1, August 1 and November 1 of each year, commencing November 1, 1999 (each, an "Interest Payment Date"), to the persons in whose names the DECS (or any predecessor securities) are registered at the close of business on March the January 15, April 15, July 15 and September 15October 15 immediately preceding such Interest Payment Date, commencing March 15, 1998 until the principal thereof is paid or made available for paymentpayment provided that interest payable at Maturity shall be payable to the person to whom the Devon Common Stock is deliverable. The interest so payable, DECS shall be initially issued in the form of a Global Security and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name Depositary for the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which DECS shall be the March 1 or September 1 (whether or not a Business Day)Depository Trust Company, as the case may beNew York, next preceding such Interest Payment DateNew York. The aggregate principal amount of Notes which may DECS shall not be authenticated redeemable prior to their Stated Maturity and delivered under this Third Supplemental Indenture is limited shall not be subject to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureany sinking fund. The Notes shall be redeemable at DECS are not subject to payment prior to the option date of the Company and exchangeable into shares of Diamond Offshore Common Stock Maturity at the option of the Holder. The DECS shall be mandatorily exchangeable as provided in Section 2.02. 01. The DECS shall be issuable in denominations of $1000 and any amounts in excess thereof. The DECS shall not be issued as Original Issue Discount Securities. The form of DECS attached hereto as Exhibit A is hereby adopted, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment as a form of Securities of a series that consists of DECS. Certain terms of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms DECS are set forth in the form of Note the DECS. With respect to the DECS only and in this Third Supplemental Indenture. The Securities for the benefit of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at only the option Holders thereof, the failure on the part of the Company pursuant to Article Fifteen observe or perform any of the covenants or agreements on the part of the Company in this Second Supplemental Indenture not otherwise specified in Section 501 of the Indenture shall be an additional Event of Default with respect to the DECS as if and, for all purposes under the Indenture, to the same extent as if the same were specified in paragraph (d) of such Section 501 of the Indenture.

Title and Terms. There Notwithstanding anything to the contrary in this Indenture, the Debentures or in any related document, all of the terms of the Debentures are subject to the provisions of Section 3.09 hereof. The aggregate principal amount of Debentures that may be authenticated and delivered under this Indenture is limited to $17,718,000 except for Debentures authenticated and delivered upon registration of transfer of, in exchange for or in lieu of other Debentures pursuant to Sections 3.04, 3.05 or 11.05. The Debentures shall be a series of Debt Securities known and designated as the "3_% Exchangeable 10% Subordinated Notes due 2007Debentures Due January 3, 2003" of the CompanyBank. Their Stated Maturity The Principal of the Debentures shall be September 15, 2007 due and they shall payable on the Maturity Date unless earlier redeemed or accelerated after an Event of Default on the terms and in the manner described in the Indenture. The Debentures will bear interest at the rate of 3_% 10% per annumannum from the Issue Date until the principal thereof is paid or duly provided for. Such interest will be payable semi-annually in arrears on July 15 and January 15 of each year, from September 19commencing on July 15, 1997 or 1993, and the Maturity Date (each an "Interest Payment Date"). On such Interest Payment Date, interest payments will include interest accrued from the most recent Interest Payment Date date to which interest has been paid or duly provided for, as or, if no interest has been paid, from the case may be, payable semiIssue Date. Interest shall be computed on the basis of a year of 360 days and twelve 30-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for paymentday months. The interest so payableprincipal of, premium, if any, and punctually paid interest on each Debenture shall be payable at the Corporate Trust Office of the Trustee, in New York, New York (the "Place of Payment") in such coin or duly provided forcurrency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, on any Interest Payment Date will however, that payment of interest shall be paid made by check mailed to the Person in whose name address of the Notes (or one or more Predecessor Securities) are registered at the close Holder of business such Debenture as it shall appear on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureDebenture Register.

Title and Terms. There shall be is hereby created under the Indenture a series of Debt Securities known and designated as the "3_% 7 1/4% Exchangeable Subordinated Notes due 2007Due March 1, 2000" of the Company. Their The aggregate principal amount of DECS that may be authenticated and delivered under this Indenture is limited to $92,993,800, except for DECS authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other DECS pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the Indenture. The Stated Maturity for payment of principal of the DECS shall be September 15March 1, 2007 2000 and they the DECS shall bear interest at the rate of 3_% 71/4% per annum, from September 19March 4, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly in arrears on March 15 1, June 1, September 1 and September 15December 1 of each year (commencing June 1, commencing March 151997), 1998 to the persons in whose names the DECS (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which DECS shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note a Global Security and in this Third Supplemental Indenturethe depositary for the DECS shall be the Depository Trust Company, New York, New York (the "Depositary"). The Securities of this series DECS shall not be redeemable prior to their Stated Maturity and shall not be subject to a any sinking fund. The Notes DECS shall be mandatorily exchangeable as provided in Section 202. The DECS shall be issuable in denominations of this series are $15.50 and any integral multiple thereof. The Company shall not subject be obligated to defeasance at pay any additional amount on the option DECS in respect of the Company taxes, except as otherwise provided in Sections 206 and 302. The form of DECS attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture., as a form of Debt Securities of a series that consists of DECS. SECTION 202. Exchange at Maturity. Subject to Section 204(b), at Maturity the principal amount of each DECS shall be mandatorily exchanged by the Company into a number of shares of Rouge Common Stock at the Exchange Rate. The Holders of the DECS shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such shares. The Company may, at its option, in lieu of delivering either (a) all, but not less than all of the shares of Rouge Common Stock otherwise deliverable on the date of Maturity (the "All Cash Delivery Option") or (b) a percentage (selected by the Company in its discretion, but not to exceed 20%) of the shares of Rouge Common Stock otherwise deliverable on the date of Maturity (the "Partial Cash Delivery Option"),

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S. $100,000,000, as such amount may be increased, but not by an amount in excess of $25,000,000, solely as a result of the purchase of additional Securities (the "Additional Securities") pursuant to the option granted by the Company in the Purchase Agreement to the several Initial Purchasers (the "Initial Purchasers' Option"), except for Securities authenticated and delivered pursuant to Section 3.4, Section 3.5, Section 3.6, Section 8.5, Section 12.2 or Section 14.4(6) in exchange for, or in lieu of, other Securities previously authenticated and delivered under this Indenture. (1) The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated 1.00% Convertible Senior Notes due 2007August 1, 2010" of the Company. Their Stated Maturity shall be September 15August 1, 2007 2010 and they shall bear interest on their principal amount from August 1, 2003, payable semi-annually in arrears on February 1 and August 1 in each year, commencing February 1, 2004, at the rate of 3_% 1.00% per annumannum until the principal thereof is due and at the rate of 1.00% per annum on any overdue principal and, from September 19to the extent permitted by law, 1997 or on any overdue interest; PROVIDED, HOWEVER, that payments shall only be made on a Business Day as provided in Section 1.12. Upon receipt by the Trustee of an Officers' Certificate stating that the Initial Purchasers have elected to purchase from the most recent Interest Payment Date Company a specified aggregate principal amount of Additional Securities not to which exceed a total of $25,000,000 (all such elections in accordance with this paragraph pursuant to the Purchase Agreement), the Trustee shall authenticate and make available for delivery such specified aggregate principal amount of such Additional Securities to or upon a Company Request, and such specified aggregate principal amount of such Additional Securities shall be considered part of the original aggregate principal amount of the Securities. The principal of and interest has been paid on the Securities shall be payable as provided in the form of Securities set forth in Section 2.2, and the Repurchase Price or duly provided forthe Change in Control Repurchase Prices, as the case may be, whether payable semi-annually on March 15 and September 15in cash or in shares of Common Stock or a combination thereof, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be payable at such places as are identified in the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Company Notice given pursuant to Section 304, 305, 306, 906 or 1107 14.4 (any city in which any Paying Agent is located being herein called a "Place of the IndenturePayment"). The Notes Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Section 10.8 and in the form of Security set forth in Section 2.2. The Securities are entitled to the payment of Liquidated Damages as provided by Section 10.8. The Securities shall be redeemable at the option of the Company at any time on or after August 1, 2008, in whole or in part, subject to the conditions and exchangeable into shares as otherwise provided in Article XI and in the form of Diamond Offshore Common Stock Security set forth in Section 2.2. -35- The Securities shall be convertible as provided in Article XII (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subject to repurchase by the Company at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureXIV.

Title and Terms. There The Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “3.00% Senior Notes due 2007" 2023” of the Company. Their Stated Maturity The entire unpaid principal amount of each Note shall be September become due and payable to the Holder thereof on March 15, 2007 and they 2023 (the “Maturity Date”). Interest shall bear interest accrue on the aggregate unpaid principal amount of each Note at the a rate of 3_% interest equal to 3.00% per annumannum from March 7, from September 192013 or, 1997 if interest has been paid or from duly provided for, the most recent Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on September 15, as the case may be, payable 2013 and semi-annually thereafter on March 15 and September 1515 in each year (each an Interest Payment Date for purposes of this Supplemental Indenture), commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next immediately preceding such Interest Payment Date. The To the extent lawful, interest shall accrue on any overdue interest at the rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes which may be authenticated and delivered under this Third Supplemental Indenture (of which U.S.$500,000,000 is limited to $1,150,000,000being issued, except for authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304204, 305205, 306206, 906 207, 208, 806, 1008 or 1107 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be redeemable unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and exchangeable into shares on such other terms and conditions as are specified in the form of Diamond Offshore Common Stock the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at the option of a Holder of the Holder, Notes except as provided in Article Six hereof. The Notes shall be subject to the Company's right to suspend exchanges covenants (and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms related definitions) set forth in Articles Seven and Nine of the form of Note Indenture and, except as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in this Third Supplemental IndentureArticle Three thereof. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option Certain obligations of the Company pursuant under the Notes shall be fully and unconditionally guaranteed by the Guarantor to the extent set forth in Article Fifteen of the IndentureSeven hereof.

Title and Terms. There The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 4_% Convertible Subordinated Notes due 2007" of 2007"of the Company. Their Stated Maturity The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $175,000,000 (or $201,250,000 if the over-allotment option set forth in Section 2 of the Purchase Agreement is exercised in full), except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5, 10.8, 11.1 or 12.2 hereof. The Securities shall be September 15issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on March 7, 2007 and they 2007. Interest shall bear interest accrue from March 7, 2000 at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 Rate until the principal thereof is paid or made available for payment. The Interest shall be payable semiannually in arrears on March 7 and September 7 in each year, commencing September 7, 2000. Interest on the Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest so payable, and punctually paid or duly provided foris calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. For purposes of determining the Interest Rate, the Trustee may assume that a Reset Transaction has not occurred unless the Trustee has received an Officers' Certificate stating that a Reset Transaction has occurred and specifying the Adjusted Interest Rate then in effect. A Holder of any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered Security at the close of business on the a Regular Record Date for such interest, which shall be entitled to receive interest (including Liquidated Damages, if any) on such Security on the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such corresponding Interest Payment Date. The such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle 11 hereof. The Securities of this series shall not be subject to a sinking fundconvertible as provided in Article 12 hereof. The Notes Securities shall be subordinated in right of this series are not subject payment to defeasance at the option Senior Debt of the Company pursuant to as provided in Article Fifteen of the Indenture13 hereof.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 1916, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Precedessor Securities) are is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.

Title and Terms. There The Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “4.50% Convertible Senior Notes due 2007" 2008” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,00025 million ($30 million if the over-allotment option set forth in Section 3 of the Purchase Agreement is exercised in full), except for Notes authenticated and delivered upon registration or of, transfer of, or in exchange for, or in lieu of, of other Notes pursuant to Section 3042.7, 3052.8, 3062.9, 906 2.12, 7.5, 10.7, 11.1 or 1107 12.2 hereof. The Notes shall be issuable in denominations of $1,000 or integral multiples thereof. The Notes shall mature on September 1, 2008. Interest shall accrue from August 22, 2003 at a rate of 4.50% per annum until the principal thereof is paid or made available for payment pursuant to the terms of this Indenture. Interest shall be payable semiannually in arrears on March 1 and September 1 in each year, commencing March 1, 2004. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months, and, in the case of a partial month, the actual number of days elapsed. Except as provided below in this paragraph, a Holder of any Note shall not be entitled to receive any interest (including Additional Interest, if any) that has accrued on such Note if such Note is converted into common stock on any day other than an Interest Payment Date. By delivering to the Holder of any Note that is converted into common stock the number of shares issuable upon conversion, together with a cash payment, if any, in lieu of fractional shares, the Company shall be deemed to have satisfied its obligation with respect to such Note. Accordingly, accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. If a Holder of any Note converts such Note after a Regular Record Date but prior to the corresponding Interest Payment Date, such Holder shall be entitled to receive on the Interest Payment Date interest accrued and paid on such Note, notwithstanding the conversion of such Note prior to such Interest Payment Date. However, at the time such Holder surrenders such Note for conversion, such Holder shall pay the Company an amount equal to the interest (including Additional Interest, if any) that will be paid on the Notes being converted on the Interest Payment Date. The preceding sentence does not apply to Notes that are converted after being called by the Company for redemption. In the event that the Company calls any Notes for redemption on a date that is after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, and prior to the redemption date a Holder of any Note chooses to convert such Note, such Holder shall not be required to pay the Company at the time such Holder surrenders such Note for conversion the amount of interest on such Note such Holder shall be entitled to receive on the date that has been fixed for redemption. Accrued but unpaid interest will be payable upon any conversion of Notes made concurrently with or after acceleration of the IndentureNotes following an Event of Default. Principal of, and premium, if any, and interest on, Global Notes shall be payable to the Depositary in immediately available funds. Principal and premium, if any, and interest on maturity, on Physical Notes shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Notes (other than at maturity) will be payable by (i) U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Holder, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder, of an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Notes shall have a Repurchase Right exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fundArticle 11 hereof. The Notes of this series are not subject to defeasance at the option of the Company pursuant to shall be convertible as provided in Article Fifteen of the Indenture12 hereof.

Title and Terms. There The aggregate principal amount of Series A Securities which may be authenticated and delivered under this Indenture for original issue on the Issue Date is limited to $260,000,000 (such Series A Securities being herein called the "Offered Securities"), and from time to time after the Issue Date up to an additional $140,000,000 aggregate principal amount of Series A Securities may be issued, authenticated and delivered hereunder. The aggregate principal amount of Series B Securities which may be authenticated and delivered under this Indenture for original issue is limited to $400,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed $400,000,000 except as provided in Section 3.7 hereof. The Series A Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 9 1/2% Senior Subordinated Notes due 20072008, Series A" of the Company. Their Stated Maturity shall be September 15June 1, 2007 2008, and they shall bear interest at the rate of 3_% 9 1/2% per annumannum from the date of their original issuance, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as payable semiannually on June 1 and December 1 in each year, commencing, in the case may beof the Offered Securities, payable semi-annually on March 15 December 1, 1999, and September 15at said Stated Maturity, commencing March 15, 1998 until the principal thereof is paid or made available for paymentduly provided for. The interest so payableSeries B Securities shall be known and designated as the "9 1/2% Senior Subordinated Notes due 2008, Series B" of the Company. Their Stated Maturity shall be June 1, 2008, and punctually they shall bear interest at the rate of 9 1/2% per annum from the date of their original issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on June 1 and December 1 in each year, commencing on the first June 1 or December 1 following the original issuance of the Series B Securities, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Upon the occurrence of a Registration Default, the interest rate on Transfer Restricted Securities shall increase ("Special Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 1.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Special Interest with respect to such Registration Default shall cease and upon the cure of all Registration Defaults the interest rate shall revert to the original rate. Any Special Interest due on any Security shall be payable on the appropriate Interest Payment Date will to the Holder entitled to receive the interest payment to be made on such date. Each obligation to pay Special Interest shall be deemed to accrue from and including the date of the first applicable Registration Default to but excluding the date on which all Registration Defaults have been cured. Accrued but unpaid interest on any Series A Security that is exchanged for a Series B Security pursuant to a Registration Rights Agreement shall be paid on the first Interest Payment Date on the Series B Securities. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. As provided in the applicable Registration Rights Agreement and subject to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interestlimitations set forth therein, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Holders, the Series A Securities shall be exchangeable for Series B Securities of like aggregate principal amount pursuant to an Exchange Offer. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company and exchangeable into shares maintained for such purpose in The City of Diamond Offshore Common Stock New York; provided, however, that, at the option of the HolderCompany, subject interest may be paid on Physical Securities by check mailed on or before the due date to the Company's right to suspend exchanges and to elect cash settlement (including by payment addresses of the Average Market Value Amount in connection with a redemption of Notes or final maturity of Persons entitled thereto as such addresses shall appear on the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureSecurity Register. The Securities of this series shall not be subject to a sinking fundredeemable as provided in Article XI hereof. The Notes of this series are not Securities shall be subject to defeasance at the option of the Company pursuant as provided in Article XII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors, if any, as provided in Article XIII hereof. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fifteen of the IndentureXIV hereof.

Title and Terms. There shall be are hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “5.375% Notes due 2007" 2034” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third First Supplemental Indenture is initially limited to $1,150,000,000600,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the applicable series of Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be August 15, 2034 for payment of principal of the Notes. The Notes shall bear interest at the rate of 5.375% per annum, from July 3, 2024 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 15 and August 15 of each year (commencing February 15, 2025), to the Persons in whose names the Notes are registered at the close of business on February 1 or August 1, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note a Global Security and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York. The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of $1,000 in excess thereof. The form of the Company Notes, attached hereto as Exhibit A, is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as form of Debt Securities that consist of the Notes.

Title and Terms. There shall be is hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “6.50% Notes due 2007" 2020” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Supplemental Indenture is initially limited to $1,150,000,000150,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity for payment of principal of the Notes shall be redeemable April 15, 2020, and the Notes shall bear interest at the option rate of 6.50% per annum, from April 13, 2010, or the Company most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 and exchangeable into shares October 15 of Diamond Offshore Common Stock each year (commencing October 15, 2010, to the Persons in whose names the Notes are registered at the option close of business on April 1 or October 1, as the Holdercase may be, subject to the Company's right to suspend exchanges and to elect cash settlement (including by next preceding such interest payment of the Average Market Value Amount in connection with a redemption of date, until principal thereof is paid or made available for payment. The Notes or final maturity of the Notes), in each case in accordance with the terms set forth shall be initially issued in the form of Note a Global Security and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York (the “Depositary”). The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of the Company $1,000 in excess thereof. The form of Note attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as a form of Debt Securities of a series that consists of the Notes.

Title and Terms. There shall be are hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “2.900% Notes due 2007" 2030” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third First Supplemental Indenture is initially limited to $1,150,000,0001,000,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be October 1, 2030 for payment of principal of the Notes. The Notes shall bear interest at the rate of 2.900% per annum, from September 22, 2020 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 1 and October 1 of each year (commencing April 1, 2021), to the Persons in whose names the Notes are registered at the close of business on March 15 or September 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note one or more Global Securities and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York. The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of $1,000 in excess thereof. The form of the Company Notes attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as the form of Debt Securities that consist of the Notes.

Title and Terms. There The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture will be limited. The Initial Floating Rate Notes will be issued in an aggregate principal amount of $250 million, the Initial 7.625% Notes will be issued in an aggregate principal amount of $375 million and the Initial 7.75% Notes will be issued in an aggregate principal amount of $375 million. The Floating Rate Notes, the 7.625% Notes and the 7.75% Notes will each be issued as a separate series, but, except as otherwise provided in Section 902, shall vote and consent together on all matters as one class, and, except as provided in Sxxxxxx 000, xxxx of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Floating Rate Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “Floating Rate Senior Notes due 2007" 2014” of the CompanyIssuers. Their Stated Maturity shall be September The Floating Rate Notes will mature on May 15, 2007 and they shall 2014. Each Floating Rate Note will bear interest at the a rate of 3_% per annum, reset quarterly, equal to LIBOR plus 2.50%, as determined by the calculation agent (the “Calculation Agent”), which shall initially be the Trustee. Interest on the Floating Rate Notes will be payable quarterly in cash to Holders of record at the close of business on the February 1, May 1, August 1 and November 1 immediately preceding the interest payment date (each such February 1, May 1, August 1 and November 1, a “Regular Record Date”), on February 15, May 15, August 15 and November 15 of each year, commencing August 15, 2006. Interest will be paid on the basis of a 360-day year for the actual number of days elapsed and accrue from September 19the date of original issuance. The amount of interest for each day that the Floating Rate Notes are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Floating Rate Notes then outstanding. The amount of interest to be paid on the Floating Rate Notes for each Interest Period will be calculated by adding the Daily Interest Amount for each day in the Interest Period. All percentages resulting from any of the above calculations will be rounded, 1997 if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). The Calculation Agent will, upon the request of any Holder of Floating Rate Notes, provide the interest rate then in effect with respect to the Floating Rate Notes. All calculations made by the Calculation Agent in the absence of manifest error will be conclusive for all purposes and binding on the Issuers, the Guarantors and the Holders of the Floating Rate Notes. The 7.625% Notes shall be known and designated as the “7.625% Senior Notes due 2014” of the Issuers. The 7.625% Notes will mature on May 15, 2014. Each 7.625% Note will bear interest at a rate per annum of 7.625%. The 7.75% Notes shall be known and designated as the “7.75% Senior Notes due 2016” of the Issuers. The 7.75% Notes will mature on May 15, 2016. Each 7.75% Note will bear interest at a rate per annum of 7.75%. Interest on the 7.625% Notes and the 7.75% Notes will be payable semiannually in cash to Holders of record at the close of business on the May 1 and November 1 immediately preceding the interest payment date (each such May 1 and November 1, a “Regular Record Date”), on May 15 and November 15 of each year, commencing November 15, 2006. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided forfor or, as if no interest has been paid, from April 19, 2006; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The most recent date to which interest so payable, and punctually has been paid or duly provided forfor or, if no interest has been paid on any such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will be paid to occur on or after the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close date of business such exchange, interest on the Regular Record Date for such interest, which shall be Note received in exchange thereof will accrue from the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding date of such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.

Title and Terms. There The Series A Second Lien New Money Notes shall be a series of Debt Securities designated as entitled the "3_% Exchangeable Subordinated “8.5% Series A Second Lien New Money Notes due 2007" of 2023,” the Company. Their Stated Maturity Series B Second Lien New Money Notes shall be entitled the “8.5% Series B Second Lien New Money Notes due 2023”, the Original Exchange Notes shall be entitled the “8.5% Second Lien Original Exchange Notes due 2023” and the Additional Exchange Notes shall be entitled the “8.5% Second Lien Additional Exchange Notes due 2023.” The Trustee shall authenticate (i) the Series A Second Lien New Money Notes to be authenticated and delivered under this Indenture on the Issue Date in an aggregate original principal amount equal to U.S.$15,000,000, (ii) the Series B Second Lien New Money Notes to be authenticated and delivered under this Indenture on the Issue Date in an aggregate original principal amount equal to U.S.$15,000,000, (iii) the Original Exchange Notes to be authenticated and delivered under this Indenture on the Issue Date in an aggregate principal amount equal to U.S.$72,108,000 and (iv) the Additional Exchange Notes to be authenticated and delivered under this Indenture on the Issue Date in an aggregate principal amount equal to U.S.$50,000,000, in each case upon delivery of a Company Order. The Trustee shall authenticate Additional Notes of any series thereafter from time to time in unlimited amount for original issue upon receipt of a Company Order (subject to compliance by the Company with Sections 201, 1011 and 1013). Any such Company Order shall also specify the date on which the original issue of Notes is to be authenticated and, in relation to any Additional Notes, it shall also specify the principal amount thereof to be issued and shall certify that such issuance is not prohibited by Section 1011 or Section 1013. The Notes will mature on September 1511, 2007 and they shall bear interest 2023. Interest on the Notes will accrue at the rate of 3_% 8.5% per annumannum and will be payable quarterly in cash in U.S. Dollars on each of January 1, April 1, July 1 and October 1, commencing on July 1, 2019, in the case of the Initial Notes, to the Persons who are registered Holders of Notes on the Regular Record Date immediately preceding the applicable Interest Payment Date. Interest on the Notes will accrue from September 19and including (i) in the case of the New Money Notes and the Original Exchange Notes, 1997 or from April 1, 2019 and (ii) in the case of all other Notes, the most recent Interest Payment Date date to which interest has been paid or duly provided foror, as if no interest has been paid, from and including the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until date of issuance to but excluding the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such actual Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the their terms set forth and as provided in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fundArticle Eleven. The Notes of this series shall have such other terms as are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.indicated in Annex A.

Title and Terms. There The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable “3¼% Senior Subordinated Convertible Notes due 2007" 2013” of the Company. Their Stated Maturity The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $130,000,000 (or $149,500,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full), except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.12, 7.5, 10.7, 11.1 or 12.2 hereof. The Securities shall be September 15issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on August 16, 2007 and they 2013. Interest shall bear interest accrue from July 1, 2005 at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 Rate until the principal thereof is paid or made available for payment. The interest so payableInterest shall be payable semiannually in arrears on February 16 and August 16 of each year, commencing February 16, 2006. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months, and punctually paid or duly provided forfor any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. A Holder of any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered Security at the close of business on the a Regular Record Date for such interest, which shall be entitled to receive interest on such Security on the March 1 corresponding Interest Payment Date. If the Company is required by law to withhold any taxes with respect to a deemed distribution to a Holder resulting from a Conversion Rate adjustment, such taxes may be withheld from interest payments made to such Holder on or September 1 after the date of such Conversion Price adjustment. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (whether or not a Business Day)other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest on the principal amount of such Security on such Interest Payment Date, as notwithstanding the case may be, next preceding conversion of such Security prior to such Interest Payment Date. The However, any such Holder which surrenders any such Security for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest on the principal amount of such Security so converted (but excluding any overdue interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (b) with respect to which the Company has specified a Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, in either case, shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Securities shall have the repurchase rights exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle 11 hereof. The Securities of this series shall not be subject to a sinking fundconvertible as provided in Article 12 hereof. The Notes Securities shall be subordinated in right of this series are not subject payment to defeasance at the option Senior Debt of the Company pursuant to as provided in Article Fifteen of the Indenture13 hereof.

Title and Terms. There The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated 1.0% Convertible Senior Notes due 20072035" of the Company. Their Stated Maturity The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $75,000,000 (or $100,000,000 if the option set forth in Section 2(b) of the Purchase Agreement is exercised in full), except for Add On Securities issued in accordance with Section 2.22 and securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.03, 2.07, 2.08, 2.09, 2.12, 2.14, 7.05, 10.07, 11.01 or 12.02 hereof. The Securities shall be September 15, 2007 and they issuable in denominations of $1,000 or integral multiples thereof. The Securities shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually mature on March 15 and September 15, commencing March 15, 1998 2035. Interest shall accrue from March 23, 2005 at the Interest Rate until the principal thereof is paid or made available for payment. The interest so payableInterest (including Liquidated Damages and Additional Tax Amounts, if any) shall be payable semiannually in arrears on March 15 and September 15 of each year, commencing September 15, 2005. Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months, and punctually paid or duly provided forfor any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. Subject to Section 2.17, a Holder of any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered Security at the close of business on the a Regular Record Date for such interest, which shall be entitled to receive interest (including Liquidated Damages and Additional Tax Amounts, if any) on such Security on the March 1 or September 1 corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date (whether or not a Business Day)other than any Security whose Maturity is prior to such Interest Payment Date) shall be entitled to receive interest (including Liquidated Damages and Additional Tax Amounts, as if any) on the case may beprincipal amount of such Security on such Interest Payment Date, next preceding notwithstanding the conversion of such Security prior to such Interest Payment Date. The However, any such Holder which surrenders any such Security for conversion during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest (excluding Liquidated Damages and Additional Tax Amounts, if any) on the principal amount of such Security so converted (but excluding any Defaulted Interest on the principal amount of such Security so converted that exists at the time such Holder surrenders such Security for conversion), which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Security (a) which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.04 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date (or on or between March 15, 2008 and March 20, 2008 or on or between March 15, 2010 and March 20, 2010), or (b) with respect to which the Company has specified a Purchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date in either case, shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to Securities in excess of $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Securities shall have the Purchase Rights exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle 11 hereof. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to convertible as provided in Article Fifteen of the Indenture12 hereof.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. On the Closing Date the Issuer shall issue $325,000,000 aggregate principal amount of Securities (constituting the Original Securities). The Issuer may from time to time issue Additional Securities, in each case pursuant to a Board Resolution and subject to Section 303, provided that such issuance does not result in a breach or violation any of the covenants contained herein. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 303, in authorized denominations in exchange for a like principal amount of Original Securities or Additional Securities. Upon any such exchange the Original Securities or Additional Securities, as the case may be, shall be a series of Debt cancelled in accordance with Section 310 and shall no longer be deemed Outstanding for any purpose. The Securities shall be known and designated as the "3_% Exchangeable Subordinated 10% Senior Discount Notes due 20072008" of the CompanyIssuer. Their Stated Maturity shall be September March 15, 2007 2008 and they shall bear interest at the rate of 3_% 10% per annum, from September 19March 15, 1997 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on March 15 and September 15, commencing March September 15, 1998 2003, until the principal thereof is paid or made available for payment. The interest so payableNotwithstanding the foregoing, Special Interest shall be payable on the Securities under the circumstances and punctually paid or duly provided forin the manner specified in the Exchange and Registration Rights Agreement, on any Interest Payment Date will which is hereby incorporated by reference herein and made a part hereof. Accrued Special Interest, if any, shall be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business cash in arrears semi-annually on the Regular Record Date for such interestMarch 15 and September 15 in each year. Whenever in this Indenture there is mentioned, which shall be the March 1 or September 1 (whether or not a Business Day)in any context, as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer ofinterest on, or in exchange for, or in lieu respect of, other Notes pursuant any Security, such mention shall be deemed to Section 304include mention of Special Interest to the extent that, 305in such context, 306Special Interest is, 906 was or 1107 would be accrued or payable in respect thereof and express mention of Special Interest in any provisions hereof shall not be construed as excluding Special Interest in those provisions hereof where such express mention is not made. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Indenture. Issuer in the Borough of Manhattan, The Notes shall be redeemable City of New York maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Company and exchangeable into shares Issuer payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register. The Securities of this series shall not be subject to a sinking fundrepurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 1015 and 1016. The Notes of this series are not Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to defeasance at and covenant defeasance as provided in Article Twelve. The Securities shall not have the option benefit of any sinking fund obligation. Unless the Company pursuant context otherwise requires, the Original Securities, the Additional Securities and the Exchange Securities shall constitute one series for all purposes under this Indenture, including with respect to Article Fifteen any amendment, waiver, acceleration or other Act of the IndentureHolders, redemption or Offer to Purchase.

Title and Terms. There The Debentures shall be a series of Debt Securities known and designated as the "3_% Exchangeable 5-3/4% Convertible Subordinated Notes Debentures due 2007" of the Company. Their Stated Maturity The aggregate principal amount of Debentures which may be authenticated and delivered under this Indenture is limited to $250,000,000 ($300,000,000 if the over-allotment option set forth in Section 2(c) of the Purchase Agreement is exercised in full), except for Debentures authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Debentures pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5, 10.7, 11.1 or 12.2 hereof. The Debentures shall be September issuable in denominations of $1,000 or integral multiples thereof. The Debentures shall mature on February 15, 2007 and they 2007. Interest shall bear interest accrue from February 24, 2000 at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 Rate until the principal thereof is paid or made available for payment. The Interest shall be payable semiannually in arrears on August 15 and February 15 in each year, commencing August 15, 2000. Interest on the Debentures shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest so payable, and punctually paid or duly provided foris calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. For purposes of determining the Interest Rate, the Trustee may assume that a Reset Transaction has not occurred unless the Trustee has received an Officers' Certificate stating that a Reset Transaction has occurred and specifying the Adjusted Interest Rate then in effect. A Holder of any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered Debenture at the close of business on the a Regular Record Date for such interest, which shall be entitled to receive interest (including Liquidated Damages, if any) on such Debenture on the March 1 or September 1 corresponding Interest Payment Date. A Holder of any Debenture which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date shall be entitled to receive interest (whether or not a Business Day)including Liquidated Damages, as if any) on the case may beprincipal amount of such Debenture, next preceding notwithstanding the conversion of such Debenture prior to such Interest Payment Date. However, any such Holder which surrenders any such Debenture for conversion (other than any Debenture whose Maturity is prior to such Interest Payment Date) during the period between the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Debenture so converted, which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Debenture for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Debenture which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.4 hereof shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Debenture so converted at the time such Holder surrenders such Debenture for conversion. Principal of, and premium, if any, and interest on, Global Debentures shall be payable to the Depositary in immediately available funds. Principal and premium, if any, and interest on Maturity, on Physical Debentures shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Debentures (other than at Maturity) will be payable by (i) U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Debentures shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Debentures shall have a Repurchase Right exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle 11 hereof. The Securities of this series Debentures shall not be subject to a sinking fundconvertible as provided in Article 12 hereof. The Notes Debentures shall be subordinated in right of this series are not subject payment to defeasance at the option Senior Debt of the Company pursuant to as provided in Article Fifteen of the Indenture13 hereof.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $500,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Trustee shall authenticate Original Securities on the Issue Date in an aggregate principal amount not to exceed $400,000,000. In addition, the Trustee shall authenticate additional Original Securities ("Additional Securities") in an aggregate principal amount not to exceed $100,000,000 upon receipt of an Officers' Certificate specifying the amount of Securities to be authenticated and the date on which such Securities are to be authenticated and certifying that all conditions precedent to the issuance of the Additional Security contained herein have been complied with and that no Default or Event of Default would occur as a result of the issuance of such Additional Securities. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be a series canceled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Debt Original Securities and Exchange Securities Outstanding exceed $500,000,000. The Securities shall be known and designated as the "3_% Exchangeable Subordinated 12 7/8% Senior Notes due 20072010" of the Company. Their The Stated Maturity of the Securities shall be September February 15, 2007 and they 2010. The Securities shall bear interest at the rate of 3_% 12 7/8% per annum, from September 19February 8, 1997 2000 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March February 15 and September August 15, commencing March August 15, 1998 2000, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a -------- ------- Registration Default, a Step-Up will occur and the Original Securities will from then bear Additional Interest until the Step-Down Date. The interest so payableAccrued Additional Interest, if any, shall be paid in cash in arrears semi-annually on February 15 and August 15 in each year, and punctually the amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. In connection with the cash payment of any Additional Interest, the Company shall notify the Trustee (the "Additional Interest Notice") on or before the later to occur of (i) the Regular Record Date preceding such payment of any Additional Interest, and (ii) the date on which any such Additional Interest begins to accrue, of the amount of Additional Interest to be paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date during the period between the date on which the Additional Interest Notice is given and the next Interest Payment Date, the Company shall so notify the Trustee and shall provide the Trustee with the revised amount of Additional Interest to be paid by the Company on such Interest Payment Date. In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, inter est shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 12 7/8% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on any Interest Payment Date will unpaid interest shall also be paid payable on demand. If this Security is issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on this Security shall be made in immediately available funds to the Person Depositary. If the Securities are issued in whose name certificated form, the Notes (or one or more Predecessor Securities) are registered principal of and premium, if any, and interest on the Securities shall be payable at the close corporate trust office of business on the Regular Record Date Trustee in the Borough of Manhattan, The City of New York, New York, maintained for such interestpurpose and at any other office or agency maintained by the Company for such purpose; provided, which shall be the March 1 or September 1 (whether or not a Business Day)however, as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable that at the option of the Company and exchangeable into shares payment of Diamond Offshore Common Stock at -------- ------- interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register. The Securities of this series shall not be subject to a sinking fundrepurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Notes Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of this series are not any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Company pursuant as provided in Article Twelve. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Article Fifteen of the IndenturePurchase.

Title and Terms. There shall be is hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “4.300% Notes due 2007" 2032” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Supplemental Indenture is initially limited to $1,150,000,000200,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity for payment of principal of the Notes shall be redeemable August 1, 2032, and the Notes shall bear interest at the option rate of 4.300% per annum, from July 28, 2017, or the Company most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 1 and exchangeable into shares August 1 of Diamond Offshore Common Stock each year (commencing February 1, 2018, to the Persons in whose names the Notes are registered at the option close of business on January 15 or July 15, as the Holdercase may be, subject to the Company's right to suspend exchanges and to elect cash settlement (including by next preceding such interest payment of the Average Market Value Amount in connection with a redemption of date, until principal thereof is paid or made available for payment. The Notes or final maturity of the Notes), in each case in accordance with the terms set forth shall be initially issued in the form of Note a Global Security and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York (the “Depositary”). The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of the Company $1,000 in excess thereof. The form of Note attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as a form of Debt Securities of a series that consists of the Notes.

Title and Terms. There The initial Principal Amount at Issuance of Securities which will be authenticated and delivered under this Indenture is $125,000,000 (which may be increased to $150,000,000 if the joint book-running managers in connection with the initial sale of the Securities exercise their over-allotment option in full), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, Article Eleven, Article Fourteen or Article Fifteen. The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Convertible Senior Subordinated Notes due 20072018" of the Company. Their The Stated Maturity of the Securities shall be September July 15, 2007 and they 2018. On July 15, 2018, the Company shall pay to the Holder of the Securities the Accreted Principal Price of the Securities held by such Holder. The Securities shall bear interest at the rate of 3_% per annum(i) from May 20, from September 192003, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may beto, payable semi-annually on March 15 and September but not including January 15, commencing March 2011, cash interest at an annual rate of 4.875% of the Principal Amount at Issuance and (ii) from January 15, 1998 until 2011, or from the principal thereof most recent Interest Payment Date following January 15, 2011 to which interest has been paid or provided for, to, but not including the date on which the Principal Amount at Issuance of the Securities is paid or made available for payment, cash interest at an annual rate of 2.00% of the Principal Amount at Issuance. The Such cash interest so payableon the Securities is payable semi-annually in arrears on January 15 and July 15 in each year, and punctually paid or duly provided for, on any with the first Interest Payment Date being July 15, 2003, and will be paid to computed on the Person in whose name basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on this Security will include interest accrued through the Notes day before the applicable Interest Payment Date (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Optional Repurchase Date, Fundamental Change Repurchase Date, Redemption Date for such interestor, which shall be the March 1 or September 1 (whether or not a Business Day)in certain circumstances, Conversion Date, as the case may be). References to interest in this Indenture include any Contingent Cash Interest and Additional Interest which is then payable. Accretion on the Principal Amount at Issuance of the Securities will begin on January 15, next preceding such Interest Payment Date2011. The aggregate principal calculation of such Principal Accretion will be on a semi-annual bond equivalent basis using a 360-day year comprised of twelve 30-day months and the Accreted Principal Price of a Security will accrete in an amount so that when the amount of Notes which may Principal Accretion is combined with the cash interest payable on the Securities, the yield to Maturity of the Securities will be authenticated 4.875%, as specified in the definition of "Principal Accretion" herein. Any Contingent Cash Interest payable hereunder, and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes any Additional Interest payable pursuant to Section 304the Registration Rights Agreement, 305, 306, 906 or 1107 will be deemed to be interest for purposes of the this Indenture. The Notes principal of, premium, if any, Accreted Principal Price, and interest on the Securities shall be redeemable payable at the office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company and exchangeable interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Interest Payment Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is hereby initially designated as the Paying Agent under this Indenture. The Securities shall be convertible into shares of Diamond Offshore Common Stock of the Company subject to the terms of and to the extent described in Article Four. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be repurchased, at the option of the Holder, subject to upon a Fundamental Change as provided in Article Fourteen of this Indenture or upon the Company's right to suspend exchanges and to elect cash settlement (including by payment Optional Repurchase Date as provided in Article Fifteen of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities shall be subordinated in right of this series shall not be subject payment to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Senior Indebtedness as provided in Article Fifteen of the IndentureTwelve.

Title and Terms. There The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 5% Convertible Subordinated Notes due September 2007" of the Company. Their Stated Maturity The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $345,000,000, except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5, 10.8, 11.1 or 12.2 hereof. The Securities shall be issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on September 1519, 2007 and they 2007. Interest shall bear interest at the rate of 3_% per annum, accrue from September 19, 1997 or from 2000 at the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 Rate until the principal thereof is paid or made available for payment. The Interest shall be payable semiannually in arrears on March 19 and September 19 in each year, commencing March 19, 2001. Interest on the Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest so payable, and punctually paid or duly provided foris calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. For purposes of determining the Interest Rate, the Trustee may assume that a Reset Transaction has not occurred unless the Trustee has received an Officers' Certificate stating that a Reset Transaction has occurred and specifying the Adjusted Interest Rate then in effect. A Holder of any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered Security at the close of business on the a Regular Record Date for such interest, which shall be entitled to receive interest (including Liquidated Damages, if any) on such Security on the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such corresponding Interest Payment Date. The if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle 11 hereof. The Securities of this series shall not be subject to a sinking fundconvertible as provided in Article 12 hereof. The Notes Securities shall be subordinated in right of this series are not subject payment to defeasance at the option Senior Debt of the Company pursuant to as provided in Article Fifteen of the Indenture13 hereof.

Title and Terms. There The aggregate principal amount at maturity of Notes which may be authenticated and delivered under this Indenture is limited to €130,000,000 aggregate principal amount of Notes, and, subject to prior authorization by a Board Resolution, Additional Notes of the same series may be issued subsequently subject to compliance with Section 1008 hereof; except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1014 or 1015. The Company may issue Exchange Notes from time to time pursuant to an Exchange Offer or otherwise in authorized denominations in exchange for a like principal amount of Original Notes. Upon any such exchange the Original Notes shall be a series cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Debt Securities Original Notes and Exchange Notes Outstanding exceed €130,000,000. The issuance of the Exchange Notes will not constitute new Indebtedness of the Company. The Notes shall be known and designated as the "3_% Exchangeable Subordinated 9.125% Senior Secured Notes due 2007August 1, 2009" of the Company. Their The Stated Maturity of the Notes shall be September 15August 1, 2007 and they 2009. The Notes shall bear interest at the rate of 3_% 9.125% per annumannum from January 22, from September 19, 1997 2004 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 February 1 and September 15August 1, commencing March 15August 1, 1998 2004 until the principal thereof is paid or made available for paymentpayment and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 10.125% per annum on any overdue principal and premium and on any overdue installment of interest until paid; provided, however, with respect to Original Notes, if there has been a Registration Default, a Step-Up will occur and the Original Notes will from then bear Special Interest until the Step-Down Date. The interest so payableAccrued Special Interest, if any, shall be paid in cash in arrears semi-annually on February 1 and August 1 in each year, and punctually paid or duly provided for, on any the amount of accrued Special Interest Payment Date will shall be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business determined on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 basis of the Indenture. The Notes shall be redeemable at the option number of the Company days actually elapsed and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount computed as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureSection 310.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $80,000,000 (including $5,000,000 aggregate principal amount of Securities that may be sold to the Initial Purchasers by the Company upon exercise of the overallotment option granted pursuant to the Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906, 1108, 1302 or 1405. The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 6 1/4 % Convertible Subordinated Notes Debentures due 20072004" of the Company. Their Stated Maturity shall be September 15August 1, 2007 2004 and they shall bear interest at the rate of 3_% 6 1/4% per annum, from September 19, 1997 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 February 1 and September 15August 1, commencing March 15February 1, 1998 1998, until the principal thereof is paid or made available for payment. The interest so payableprincipal of and premium, if any, and punctually paid interest on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or duly provided for, its nominee in same day funds on any Interest Payment Date will be paid or prior to the Person respective payment dates and (ii) in whose name respect of Securities held of record by Holders other than the Notes (Depositary or one or more Predecessor Securities) are registered its nominee at the close office or agency of business on the Regular Record Date Company maintained for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes purpose pursuant to Section 3041002; provided, 305however, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable that at the option of the Company and exchangeable into shares payment to Holders of Diamond Offshore Common Stock record other than the Depositary may be made by check mailed no later than the 25 33 applicable payment date to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to the transfer restrictions set forth in Section 305. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve. The Securities shall be convertible as provided in Article Thirteen. The Securities shall be subject to repurchase at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holder as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureFourteen.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture on the Issue Date is limited to $1,150,000,000800,000,000 principal amount. Additional Securities may be issued, except for Notes authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 304Sections 3.04, 3053.05, 3063.06, 906 9.05 or 1107 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “6.625% Senior Notes due 2029” of the IndentureCompany. Their Stated Maturity for payment of principal shall be June 15, 2029. Interest on the Securities shall accrue at the rate of 6.625% per annum and shall be payable semiannually in arrears on each June 15 and December 15, commencing December 15, 2024 to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 7, 2024. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes principal of (and premium, if any) and interest on the Securities shall be redeemable payable at the office of the Trustee in The City of New York, located at 00 Xxxxxx Xxxxx, 69th Floor, New York, NY 10001, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company and exchangeable into shares Company, payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register, or wire transfer or other electronic means. The Securities of this series shall not be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to a sinking fund. The Notes of this series are not subject satisfaction and discharge as provided in Article IV and to defeasance at the option of the Company pursuant to Legal Defeasance and/or Covenant Defeasance as provided in Article Fifteen of the IndentureXII.

Title and Terms. There The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is limited to $10,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 1109 or 1203. The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 10.00% Senior Subordinated Notes due 2007September 30, 2000" of the Company. Their Stated Maturity shall be September 1530, 2007 2000 and they shall bear interest at the rate of 3_% 10.00% per annum, from September 19, 1997 the date of original issuance of Securities pursuant to this Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 31 and September 1530, commencing March 1531, 1998 1997, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes Security (or one or more Predecessor Securities) are is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 15 or September 1 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or interest by wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject immediately available funds to the Companyaccounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indentureregistered address. The Securities of this series shall not be prepayable as provided in Article Eleven. The Securities shall be subject to a sinking fundfund payments as provided in Article Twelve. The Notes Securities shall be subordinated in right of this series are not subject payment to defeasance at the option Senior Indebtedness as provided in Article Thirteen and shall be senior in right of the Company pursuant payment to Subordinated Indebtedness as provided in Article Fifteen of the IndentureTen.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $400,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be a series canceled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Debt Original Securities and Exchange Securities Outstanding exceed $400,000,000. The Securities shall be known and designated as the "3_% Exchangeable Subordinated 10 1/2% Senior Notes due 20072009" of the Company. Their The Stated Maturity of the Securities shall be September 15December 1, 2007 and they 2009. The Securities shall bear interest at the rate of 3_% 10 1/2% per annum, from September 19November 17, 1997 1999 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 June 1 and September 15December 1, commencing March 15June 1, 1998 2000, until the principal thereof is paid or made available for payment; PROVIDED, HOWEVER, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Additional Interest until the Step-Down Date and, if either the Exchange Offer has not been consummated or, if applicable, the Resale Registration Statement has not become or been declared effective, in each case, by April 30, 2000, a Subsequent Step-Up will occur and the Original Securities will from then bear Additional Interest until the Subsequent Step-Down Date. The interest so payableAccrued Additional Interest, if any, shall be paid in cash in arrears semi-annually on June 1 and December 1 in each year, and punctually the amount of accrued Additional Interest shall be determined on the basis of the number of days actually elapsed. In connection with the cash payment of any Additional Interest, the Company shall notify the Trustee (the "Additional Interest Notice") on or before the later to occur of (i) the Regular Record Date preceding such payment of any Additional Interest, and (ii) the date on which any such Additional Interest begins to accrue, of the amount of Additional Interest to be paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date during the period between the date on which the Additional Interest Notice is given and the next Interest Payment Date, the Company shall so notify the Trustee and shall provide the Trustee with the revised amount of Additional Interest to be paid by the Company on such Interest Payment Date. In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 10 1/2% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on any Interest Payment Date will unpaid interest shall also be paid payable on demand. If this Security is issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on this Security shall be made in immediately available funds to the Person Depositary. If the Securities are issued in whose name certificated form, the Notes (or one or more Predecessor Securities) are registered principal of and premium, if any, and interest on the Securities shall be payable at the close corporate trust office of business on the Regular Record Date Trustee in the Borough of Manhattan, The City of New York, New York, maintained for such interestpurpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, which shall be the March 1 or September 1 (whether or not a Business Day)HOWEVER, as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable that at the option of the Company and exchangeable into shares payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register. The Securities of this series shall not be subject to a sinking fundrepurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Notes Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of this series are not any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Company pursuant to as provided in Article Fifteen of Twelve. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. There The aggregate principal amount of Debentures which may be authenticated and delivered under the Indenture is limited to $74,750,000 (including $9,750,000 aggregate principal amount of Debentures that may be sold to the Underwriters by the Company upon exercise of the over-allotment option granted pursuant to the Underwriting Agreement dated March 10, 1997 between the Company and the Underwriters referred to therein), except for Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debentures pursuant to Section 304, 305, 306 or 906 of the Base Indenture or Section 608 of this First Supplemental Indenture and except for any Debentures which, pursuant to Section 303 of the Base Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Debentures shall be a series of Debt Securities known and designated as the "3_% Exchangeable 6.55% Convertible Subordinated Notes Debentures due 20072002" of the Company. Their The Stated Maturity of the Debentures shall be September 15March 14, 2007 2002 and they the Debentures (including Debentures issued upon any exercise of the over-allotment option referred to in the immediately preceding paragraph) shall bear interest at the rate of 3_% 6.55% per annum, from September 19, 1997 the date of original issuance of Debentures pursuant to the Indenture or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 14 and September 1514, commencing March 15September 14, 1998 1997, until the principal thereof is paid or made available for payment. The Debentures are Original Issue Discount Securities within the meaning of the Indenture and will be issued at an Original Issue Discount (the excess of the principal amount of the Debentures payable at their Stated Maturity over the Issue Price) of 9.70% from the principal amount thereof payable at Stated Maturity. The rate of interest so on the Debentures and accrual of such Original Issue Discount represent a Yield to Maturity, compounded semi-annually, of 9.00% per annum. Each Debenture shall be dated the date of its authentication, except that Debentures issued upon any exercise of the over-allotment option referred to in the immediately preceding paragraph shall be dated the date which is the same as the date of original issuance of Debentures pursuant to the Indenture (notwithstanding anything to the contrary provided for in Section 303 of the Base Indenture). The principal of and premium, if any, and interest on the Debentures shall be payable, and punctually paid the conversion and transfer of Debentures may be registered, at the office or duly provided foragency of the Company or the Trustee maintained for that purpose in New York, New York and at any other office or agency maintained by the Company or the Trustee for such purpose. Principal of and premium, if any, and interest on any Interest Payment Date Debentures which are Global Securities held of record by the Depositary or its nominee will be paid payable in same day funds. The Debentures shall be subject to the Person ownership and transfer restrictions set forth in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which Article Four hereof. The Debentures shall be convertible as provided in Article Five hereof (and such Article Five shall supersede Article Fourteen of the March 1 or September 1 (whether or not a Business DayBase Indenture with respect to the Debentures), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes Debentures shall be redeemable at the option of the Company as provided in Article Six hereof (and exchangeable into shares such Article Six shall supersede Article Eleven of Diamond Offshore Common Stock the Base Indenture with respect to the Debentures). The Debentures shall be subject to repurchase at the option of the Holder, subject Holder as provided in Article Seven hereof. The Debentures shall be subordinated in right of payment to Senior Debt as provided in Article Nine hereof (and such Article Nine shall supersede Article Fifteen of the Base Indenture with respect to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the NotesDebentures), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series Debentures shall not be subject to a the defeasance provisions of Article Thirteen of the Base Indenture. The Debentures shall not be subject to any sinking fund. Remedies with respect to the Debentures shall be as provided in Article Eight hereof (and such Article Eight shall supersede Article Five of the Base Indenture with respect to the Debentures). The Notes Debentures shall be substantially in the form provided for by Article Three hereof. The last paragraph of this series are Section 307 of the Base Indenture notwithstanding, in the case of any Debenture which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Debenture whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not subject punctually paid or duly provided for) shall be paid to defeasance the Person in whose name that Debenture (or one or 11 more Predecessor Debentures) is registered at the option close of business on such Regular Record Date, provided, however, that Debentures so surrendered for conversion (except Debentures or portions thereof called for redemption) shall be accompanied by payment in New York Clearing House funds or other funds acceptable to the Company pursuant of an amount equal to the interest payable on such Interest Payment Date on the principal amount being surrendered for conversion. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Debenture which is converted, interest whose Stated Maturity is after the date of conversion of such Debenture shall not be payable. Any reference in the Base Indenture to any Section or Article Fifteen of therein which is superseded by any Section or Article contained in this First Supplemental Indenture shall be deemed to refer to such superseding Section or Article contained in this First Supplemental Indenture, to the Indentureextent applicable.

Title and Terms. There The aggregate principal amount of Series A Securities which may be authenticated and delivered under this Indenture for original issue on the Issue Date is limited to $150,000,000 (such Series A Securities being herein called the "Offered Securities"), and from time to time after the Issue Date up to an additional $150,000,000 aggregate principal amount of Series A Securities may be issued, authenticated and delivered hereunder. The aggregate principal amount of Series B Securities which may be authenticated and delivered under this Indenture for original issue is limited to $150,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed $300,000,000 except as provided in Section 3.7 hereof. The Series A Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 9 3/8% Senior Subordinated Notes due 20072010, Series A" of the Company. Their Stated Maturity shall be September 15October 1, 2007 2010, and they shall bear interest at the rate of 3_% 9 3/8% per annumannum from the date of their original issuance, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as payable semiannually on April 1 and October 1 in each year, commencing, in the case may beof the Offered Securities, payable semi-annually on March 15 April 1, 2001, and September 15at said Stated Maturity, commencing March 15, 1998 until the principal thereof is paid or made available for paymentduly provided for. The interest so payableSeries B Securities shall be known and designated as the "9 3/8% Senior Subordinated Notes due 2010, Series B" of the Company. Their Stated Maturity shall be October 1, 2010, and punctually they shall bear interest at the rate of 9 3/8% per annum from the date of their original issuance, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 in each year, commencing on the first April 1 or October 1 following the original issuance of the Series B Securities, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Upon the occurrence of a Registration Default, the interest rate on Transfer Restricted Securities shall increase ("Special Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 1.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Special Interest with respect to such Registration Default shall cease and upon the cure of all Registration Defaults the interest rate shall revert to the original rate. Any Special Interest due on any Security shall be payable on the appropriate Interest Payment Date will to the Holder entitled to receive the interest payment to be made on such date. Each obligation to pay Special Interest shall be deemed to accrue from and including the date of the first applicable Registration Default to but excluding the date on which all Registration Defaults have been cured. Accrued but unpaid interest on any Series A Security that is exchanged for a Series B Security pursuant to a Registration Rights Agreement shall be paid on the first Interest Payment Date on the Series B Securities. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. As provided in the applicable Registration Rights Agreement and subject to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interestlimitations set forth therein, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Holders, the Series A Securities shall be exchangeable for Series B Securities of like aggregate principal amount pursuant to an Exchange Offer. The principal of (and premium, if any, on) and interest on the Securities shall be payable at the office or agency of the Company and exchangeable into shares maintained for such purpose in The City of Diamond Offshore Common Stock New York; provided, however, that, at the option of the HolderCompany, subject interest may be paid on Physical Securities by check mailed on or before the due date to the Company's right to suspend exchanges and to elect cash settlement (including by payment addresses of the Average Market Value Amount in connection with a redemption of Notes or final maturity of Persons entitled thereto as such addresses shall appear on the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureSecurity Register. The Securities of this series shall not be subject to a sinking fundredeemable as provided in Article XI hereof. The Notes of this series are not Securities shall be subject to defeasance at the option of the Company pursuant as provided in Article XII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors, if any, as provided in Article XIII hereof. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fifteen of the IndentureXIV hereof.

Title and Terms. There The Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “7.00% Convertible Senior Notes due 2007" 2011” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, 18,000,000; except for Notes authenticated and delivered upon registration or of, transfer of, or in exchange for, or in lieu of, of other Notes pursuant to Section 3042.7, 3052.8, 3062.9, 906 2.12, 7.5, 10.7, 11.1 or 1107 12.2 hereof. The Notes shall be issuable in denominations of $1,000 or integral multiples thereof. The Notes shall mature on September 1, 2011. Interest shall accrue from November 1, 2006 at the Interest Rate per annum until the principal thereof is paid or made available for payment pursuant to the terms of this Indenture. Interest shall be payable semiannually in arrears on March 1 and September 1 in each year, commencing March 1, 2007. The “Interest Rate” shall be equal to 7.00% per annum unless and until an FDA Approval Event shall have occurred, and thereafter, as of the date of public disclosure of such FDA Approval Event, 4.00% per annum. In the event the interest rate is reduced to 4.00% because of an FDA Approval Event, the Company shall provide notice of such reduction to the Trustee in accordance with Section 13.2 of this Indenture. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months, and, in the case of a partial month, the actual number of days elapsed. Except as provided below in this paragraph, a Holder of any Note shall not be entitled to receive any interest (including Additional Interest, if any) that has accrued on such Note if such Note is converted into Common Stock on any day other than an Interest Payment Date. By delivering to the Holder of any Note that is converted into Common Stock the number of shares issuable upon conversion, together with a cash payment, if any, in lieu of fractional shares, the Company shall be deemed to have satisfied its obligation with respect to such Note. Accordingly, accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. If a Holder of any Note converts such Note after a Regular Record Date but prior to the corresponding Interest Payment Date, such Holder shall be entitled to receive on the Interest Payment Date interest accrued and paid on such Note, notwithstanding the conversion of such Note prior to such Interest Payment Date. However, at the time such Holder surrenders such Note for conversion, such Holder shall pay the Company an amount equal to the interest (including Additional Interest, if any) that will be paid on the Notes being converted on the Interest Payment Date. The preceding sentence does not apply to Notes that are converted after being called by the Company for redemption. In the event that the Company calls any Notes for redemption on a date that is after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, and prior to the redemption date a Holder of any Note chooses to convert such Note, such Holder shall not be required to pay the Company at the time such Holder surrenders such Note for conversion the amount of interest on such Note such Holder shall be entitled to receive on the date that has been fixed for redemption. Accrued but unpaid interest will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. Notwithstanding anything to the contrary in the foregoing, for any conversion of any Note by a Holder prior to October 31, 2008, such Holder shall be entitled to receive interest upon such conversion in accordance with Section 12.1 hereof. Principal of, and premium, if any, and interest on, Global Notes shall be payable to the Depositary in immediately available funds. Principal and premium, if any, and interest on maturity, on Physical Notes shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Notes (other than at maturity) will be payable by (i) U.S. Dollar check drawn on a bank in The City of New York mailed to the address of the Holder, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder, of an aggregate principal amount in excess of $5,000,000, wire transfer in immediately available funds. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Notes shall have a Repurchase Right exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fundArticle 11 hereof. The Notes of this series are not subject to defeasance at the option of the Company pursuant to shall be convertible as provided in Article Fifteen of the Indenture12 hereof.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000150,000,000 aggregate principal amount of Series A Securities and Series B Securities, except for Notes Securities authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 3043.03, 3053.04, 3063.05, 906 3.06 or 1107 9.06. The Series A Securities shall be known and designated as the "7.25% Senior Notes due 2007" of the IndentureCompany. The Notes Series B Securities shall be redeemable known and designated as the "7.25% Senior Notes due 2007, Series B" of the Company. The final Stated Maturity of the Series A Securities and the Series B Securities shall be March 1, 2007, and the Series A Securities and Series B Securities shall each bear interest at the rate of 7.25% per annum (as adjusted pursuant to the Registration Rights Agreement) from March 1, 1997 or from the most recent date to which interest has been paid, as the case may be, payable semiannually on March 1 and September 1, in each year, commencing September 1, 1997, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. Series B Securities may be issued only in exchange for a like principal amount of Series A Securities pursuant to an Exchange Offer. Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global security (the "U.S. Global Security") and Series A Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a single permanent global security (the "Offshore Global Security" and together with the U.S. Global Security, the "Global Securities"), each substantially in the form set forth in Sections 2.02(a) and 2.03(a) hereof, deposited with the Trustee, as custodian of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series A Securities which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Securities in registered form (the "U.S. Physical Securities"). Securities issued pursuant to Section 3.13 in exchange for interests in the U.S. Global Security shall be in the form of U.S. Physical Securities. Securities issued in exchange for interests in the Offshore Global Security pursuant to Section 3.13 shall be in the form of permanent certificated Securities in registered form (the "Offshore Physical Securities" and together with the U.S. Physical Securities, the "Physical Securities"). Physical Securities shall be in substantially the form set forth in Sections 2.02(a) and 2.03(a) hereof. The principal of, premium, if any, and interest on Global Securities shall be payable to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole holder of the Global Securities represented thereby. The principal of, premium, if any, and interest on Securities in certificated form shall be payable at the office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at interest may be paid by check mailed to the option addresses of the Holderpersons entitled thereto as such addresses shall appear on the Security Register. At the election of the Company, subject to the entire Indebtedness on the Securities or certain of the Company's right to suspend exchanges obligations and to elect cash settlement (including by payment covenants and certain Events of the Average Market Value Amount Default thereunder may be defeased as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureIV.

Title and Terms. There The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture will be limited to the Initial Notes and Additional Notes issued in accordance with the terms of this Indenture, including Section 407. The Initial Notes will be issued in an aggregate principal amount of $300 million. The 4.875% Notes shall vote and consent together on all matters as one class, and, none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 4.875% Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “4.875% Senior Notes due 2007" 2017” of the CompanyIssuers. Their Stated Maturity shall be September The 4.875% Notes will mature on November 15, 2007 and they shall 2017. Each 4.875% Note will bear interest at a rate per annum of 4.875%. Interest on the rate 4.875% Notes will be payable semiannually in cash to Holders of 3_% per annumrecord at the close of business on the November 1 and May 1 immediately preceding the Interest Payment Date (each such November 1 and May 1, a “Regular Record Date”), on November 15 and May 15 of each year, commencing May 15, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from September 19, 1997 or the date of original issuance. Interest on the Original Notes will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided forfor or, as if no interest has been paid, from November 8, 2012; and interest on any Additional Notes (and Exchange otes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The most recent date to which interest so payable, and punctually has been paid or duly provided forfor or, if no interest has been paid on any such Additional Notes, from the Interest Payment Date will be paid to immediately preceding the Person in whose name the date of issuance of such Additional Notes (or one November 8, 2012, if no Interest Payment Date has occurred), or more Predecessor Securities) are registered at if the close date of business issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Regular Record Date for such interest, which shall be Note received in exchange thereof will accrue from the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding date of such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000150,000,000 principal amount, except for Notes Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 304Sections 3.4, 3053.5, 3063.6, 906 9.6 or 1107 11.8 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Initial Securities shall be known and designated as the "93/8% Senior Subordinated Notes due 2009, Series A" of the Company and the Exchange Securities shall be known and designated as the "93/8% Senior Subordinated Notes due 2009, Series B" of the Company. The Stated Maturity for payment of principal of the Securities shall be February 1, 2009. Interest on the Securities shall accrue at the rate of 93/8% per annum (subject, in the case of the Initial Securities, to increase in the circumstances contemplated in the Registration Rights Agreement) and shall be payable semi-annually on each February 1 and August 1, commencing August 1, 1999, to the Holders of record of Securities at the close of business on the January 15 and July 15, respectively, immediately preceding such Interest Payment Date. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date of such Securities. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Initial Securities and the Exchange Securities shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Securities and the Exchange Securities will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Securities or the Exchange Securities shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. The Notes principal of (and premium, if any) and interest on the Securities shall be redeemable payable at the office or agency of the Trustee in the Borough of Manhattan, The City of New York or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company and exchangeable into shares Company, payment of Diamond Offshore Common Stock at interest on Securities that are not held in global form may be made by check mailed to the option address of the Holder, Person entitled thereto as such address shall appear in the Security Register subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption any Holder of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Securities in the form principal amount of Note and $500,000 or more to request payment by wire transfer. The Company may be required to make a Change of Control Offer as provided in this Third Supplemental IndentureSection 10.13, or an Asset Sale Offer as provided in Section 10.14. The Securities of this series shall not be redeemable as provided in Article XI and the Securities. The Securities shall be subject to a sinking fundDefeasance and/or Covenant Defeasance as provided in Article XII. The Notes other terms and provisions contained in the Securities shall constitute, and are hereby expressly made, a part of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.

Title and Terms. There The aggregate principal amount of --------------- Securities which may be authenticated and delivered under this Indenture is limited to $275,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 307, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1015 or 1016 (all Securities referred to in this exception being deemed "Substitute Securities"). On the Closing Date the Issuer shall not issue in excess of $200 million in aggregate principal amount of Securities). The Issuer may from time to time issue Additional Securities, in each case pursuant to a Board Resolution and subject to Section 303. The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 303, in authorized denominations in exchange for a like principal amount of Original Securities or Additional Securities. Upon any such exchange the Original Securities or Additional Securities, as the case may be, shall be a series of Debt cancelled in accordance with Section 310 and shall no longer be deemed Outstanding for any purpose. The Securities (including Additional Securities) shall be known and designated as the "3_% Exchangeable Subordinated 11 1/4% Senior Notes due 20072008" of the CompanyIssuer. Their Stated Maturity final maturity date shall be September 15July 1, 2007 2008 and they shall bear interest at the rate of 3_% 11 1/4% per annum, from September 19July 1, 1997 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, regardless of when issued, payable semi-annually in arrears on March 15 July 1 and September 15January 1, commencing March 15January 1, 1998 1999, until the principal thereof is paid or made available for payment. The interest so payableNotwithstanding the foregoing, Liquidated Damages shall be payable on the Securities under the circumstances and punctually paid or duly provided forin the manner specified in the Exchange and Registration Rights Agreement. Accrued Liquidated Damages, on any Interest Payment Date will if any, shall be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business cash in arrears semi-annually on the Regular Record Date for such interestJanuary 1 and July 1 in each year. Whenever in this Indenture there is mentioned, which shall be the March 1 or September 1 (whether or not a Business Day)in any context, as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer ofinterest on, or in exchange for, or in lieu respect of, other Notes pursuant any Security, such mention shall be deemed to Section 304include mention of Liquidated Damages to the extent that, 305in such context, 306Liquidated Damages is, 906 was or 1107 would be accrued or payable in respect thereof and express mention of Liquidated Damages in any provisions hereof shall not be construed as excluding Liquidated Damages in those provisions hereof where such express mention is not made. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Indenture. Issuer in the Borough of Manhattan, The Notes shall be redeemable City of New York maintained for such purpose and at any other office or agency maintained by the Issuer for such purpose; provided, however, that at the option of the Company and exchangeable into shares Issuer payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register. The Securities of this series shall not be subject to a sinking fundrepurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 1015 and 1016. The Notes of this series are not Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to defeasance at and covenant defeasance as provided in Article Twelve. The Securities shall not have the option benefit of any sinking fund obligation. Unless the Company pursuant context otherwise requires, the Original Securities, the Additional Securities and the Exchange Securities shall constitute one class and series of securities for all purposes under this Indenture, including with respect to Article Fifteen any amendment, waiver, acceleration or other Act of the IndentureHolders, redemption or Offer to Purchase.

Title and Terms. There The initial Principal Amount at Issuance of Securities which will be authenticated and delivered under this Indenture is $98,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 308, 906, Article Eleven, Article Fourteen or Article Fifteen. The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated Convertible Senior Notes due 20072023" of the Company. Their The Stated Maturity of the Securities shall be September June 15, 2007 2023. On June 15, 2023, the Company shall pay to the Holder of the Securities the Accreted Principal Amount of the Securities held by such Holder plus accrued and they unpaid interest (including Contingent Interest and Additional Amounts), if any. The Securities shall (i) bear interest at the rate of 3_% per annumfrom June 15, from September 192003, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to, but not including June 15, 2010, cash interest at an annual rate of 4.625% of the Principal Amount at Issuance and (ii) from and after June 15, 2010 no cash interest shall be paid. Cash interest on the Securities is payable semi-annually in arrears on June 15 and December 15 of each year, with the first Interest Payment Date being December 15, 2003, and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Each payment of cash interest on this Security will include interest accrued through the day before the applicable Interest Payment Date (or Optional Repurchase Date, Fundamental Change Repurchase Date, Redemption Date or, in certain circumstances, Conversion Date, as the case may be). Accretion on the Principal Amount at Issuance of the Securities will begin on June 15, payable 2010. The calculation of the Principal Accretion will be on a semi-annually annual bond equivalent basis using a 360-day year comprised of twelve 30-day months and the Accreted Principal Amount of a Security will accrete in an amount so that when combined with the cash interest payable on March 15 and September 15the Securities, commencing March 15the yield to Maturity of the Securities will be 4.625%, 1998 until as specified in the principal thereof is paid or made available for paymentdefinition of "Principal Accretion" herein. The interest so payableAny Contingent Interest payable hereunder, and punctually paid or duly provided forany Additional Amounts payable pursuant to the Registration Rights Agreement, on any Interest Payment Date will be paid deemed to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close be interest for purposes of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes Accreted Principal Amount and interest on the Securities shall be redeemable payable at the office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company and exchangeable interest may be paid (i) by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Interest Payment Date) by the Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to the Depositary. The Trustee is hereby initially designated as the Paying Agent under this Indenture. The Securities shall be convertible into shares of Diamond Offshore Common Stock of the Company subject to the terms of and to the extent described in Article Four. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be repurchased, at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount upon a Fundamental Change as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities Article Fourteen of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at Indenture or upon the option of the Company pursuant to Optional Repurchase Date as provided in Article Fifteen of the this Indenture.

Title and Terms. There (a) The 2022 Notes and 2025 Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “3.250% Senior Notes due 2007" 2022” and the “4.500% Senior Notes due 2025” of the Company. Their Stated Maturity shall be September 15Issuer, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Daterespectively. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Supplemental Indenture of (i) the 2022 Notes is limited to $1,150,000,000€700,000,000 and (ii) the 2025 Notes is limited to €900,000,000; except, except in each case, for Add On Notes of the applicable series issued in accordance with Section 2.9 and Notes of any series authenticated and delivered upon registration or of, transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 3042.5. The Notes of each series shall be issuable in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess of €100,000. (b) The 2022 Notes shall mature on April 15, 3052022 and the 2025 Notes shall mature on March 1, 3062025. (c) Interest on the Notes shall accrue from March 14, 906 2018, at the Interest Rate applicable to Notes of such series until the principal thereof is paid or 1107 made available for payment. Interest shall be payable semi-annually in arrears on each Interest Payment Date. (d) Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. (e) A Holder of any Note at the close of business on a Regular Record Date shall be entitled to receive interest on such Note on the corresponding Interest Payment Date. (f) Payments on the Global Notes will be made through the Paying Agent. Payments on the Notes will be made in Euros at the specified office or agency of the Indenture. Paying Agent; provided that all such payments with respect to Notes represented by one or more Global Notes deposited with and registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream, will be by wire transfer of immediately available funds to the account specified in writing by the holder or holders thereof to the Common Depositary. (g) Payments on Definitive Notes, shall be payable at the office or agency of the Issuer maintained for such purpose, initially the specified office or agency of the Paying Agent and, at the option of the Issuer, may be made by wire transfer to the account specified by the Holder or Holders thereof as notified to the Paying Agent in writing at least 15 days prior to the relevant payment date. (h) The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Issuer as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture4.

Title and Terms. There The aggregate principal amount of Series A Securities which may be authenticated and delivered under this Indenture for original issue is limited to $150,000,000, and the aggregate principal amount of Series B Securities which may be authenticated and delivered under this Indenture for original issue is limited to $150,000,000. The aggregate principal amount of Securities Outstanding at any one time may not exceed $150,000,000 except as provided in Section 3.7 hereof. The Series A Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated 11% Senior Notes due 20072003, Series A" of the Company. Their Stated Maturity shall be September January 15, 2007 2003, and they shall bear interest at the rate of 3_% 11% per annumannum from January 25, from September 191996, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually semiannually on March January 15 and September July 15 in each year, commencing July 15, commencing March 151996, 1998 and at said Stated Maturity, until the principal thereof is paid or made available for paymentduly provided for. The interest so payableSeries B Securities shall be known and designated as the "11% Senior Notes due 2003, Series B" of the Company. Their Stated Maturity shall be January 15, 2003, and punctually they shall bear interest at the rate of 11% per annum from the date of original issuance of the Series B Securities, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on January 15 and July 15 in each year, commencing on the first January 15 or July 15 following the original issuance of the Series B Securities, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Upon the occurrence of a Registration Default, the interest rate on Transfer Restricted Securities shall increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default shall cease and upon the cure of all Registration Defaults the interest rate shall revert to the original rate. Any Additional Interest due on any Security shall be payable on the appropriate Interest Payment Date will to the Holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the applicable Registration Default. Accrued but unpaid interest on any Series A Security that is exchanged for a Series B Security pursuant to the Registration Rights Agreement shall be paid to on or before the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business first Interest Payment Date on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureSeries B Securities.

Title and Terms. There The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $200,000,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be a series canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Debt Original Securities and Exchange Securities Outstanding exceed $200,000,000. The Securities shall be known and designated as the "3_% Exchangeable Subordinated 10 1/2% Senior Notes due 20072008" of the CompanyIssuer. Their The Stated Maturity of the Securities shall be September November 15, 2007 and they 2008. The Securities shall bear cash interest at the rate of 3_% 10 1/2% per annumannum on the principal amount at maturity of the Notes, from September 19December 8, 1997 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March May 15 and September November 15, commencing March May 15, 1998 1999, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on May 15 and November 15 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The interest so payableprincipal of and premium, if any, and punctually paid interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or duly provided foragency maintained by the Issuer for such purpose; provided, on any Interest Payment Date will however, that at the option of the Issuer payment of interest may be paid made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which Security Register. The Securities shall be subject to repurchase by the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Issuer pursuant to Section 304, 305, 306, 906 or 1107 an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle Eleven. The Securities of this series shall not be subject to a have the benefit of any sinking fundfund obligations. The Notes of this series are not Securities shall be subject to defeasance at the option of the Company pursuant to Issuer as provided in Article Fifteen Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Discount Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000110 million aggregate principal amount at maturity, except for Discount Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Discount Notes pursuant to Section 304, 305, 306, 906 307, 310, 906, 1015, 1016 or 1107 1108 or pursuant to an Exchange Offer. The Initial Discount Notes shall be known and designated as the "12 1/2% Senior Discount Notes due 2007," and the Exchange Discount Notes shall be known and designated as the "12 1/2% Series B Senior Discount Notes due 2007," in each case, of Holdings. The Discount Notes will be issued at a discount to their aggregate principal amount at maturity to generate gross proceeds to Holdings on the Issue Date of $60,054,500 with a Stated Maturity of November 15, 2007. The Discount Notes will accrete in value until November 15, 2002 at a rate per annum of 12 1/2%, compounded semiannually, to an aggregate principal amount of $ 110 million, the principal amount at maturity. Cash interest will not accrue on the Discount Notes prior to November 15, 2002. Thereafter, interest will accrue at a rate per annum of 12.5% and will be payable semiannually in cash and in arrears to the Holders of record on each May 1 or November 1 immediately preceding the interest payment date on May 15 and November 15 of each year, commencing May 15, 2003. Cash interest on the Discount Notes will accrue from the most recent interest payment date to which interest has been paid or, if no interest has been paid, from November 15, 2002. All references to the principal amount of the IndentureDiscount Notes herein are references to the principal amount at final maturity. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of (and premium, if any) and interest on the Discount Notes shall be payable at the office or agency of Holdings maintained for such purpose in The City of New York, or at such other office or agency of Holdings as may be maintained for such purpose; provided, however, that, at the option of Holdings, interest may be paid by check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register. Holders shall have the right to require Holdings to purchase their Discount Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Discount Notes shall be subject to repurchase by Holdings pursuant to an Asset Disposition as provided in Section 1016. The Discount Notes shall be redeemable at the option of the Company as provided in Article Eleven and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureDiscount Notes.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000105,000,000 in principal amount of Securities, except for Notes Securities authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 303, 304, 305, 306, 906 307, 308, 906, 1012, 1015 or 1107 1108. The Securities shall be known and designated as the "101/8% Senior Notes due 2005" of the IndentureCompany. The Notes Stated Maturity of the Securities shall be redeemable June 1, 2005, and the Securities shall each bear interest at the rate of 101/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 28, 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on June 1 and December 1 in each year, commencing December 1, 1997, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 00 Xxxx Xxxxxx, Xxx Xxxx, XX 10005); provided, however, that payment of interest may be made at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option by check mailed to addresses of the HolderPersons entitled thereto as shown on the Security Register. For all purposes hereunder, subject the Series A Securities and the Series B Securities will be treated as one class and are together referred to as the Company's "Securities." The Series A Securities rank pari passu in right to suspend exchanges and to elect cash settlement (including by of payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureSeries B Securities. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of repurchase by the Company pursuant to an Offer as provided in Section 1012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Securities shall be redeemable as provided in Article Fifteen Eleven and in the Securities. At the election of the IndentureCompany, the entire Indebtedness on the Securities or certain of the Company's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. There shall be are hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “4.750% Senior Notes due 2007" 2027” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Fifth Supplemental Indenture is initially limited to $1,150,000,000600,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the initial date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be August 9, 2027 for payment of principal of the Notes. The Notes shall bear interest at the rate of 4.750% per annum, from August 9, 2024 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 9 and August 9 of each year (commencing February 9, 2025), to the Persons in whose names the Notes are registered at the close of business on January 24 or July 24, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note one or more Global Securities and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York. The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of $1,000 in excess thereof. The form of the Company Notes attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as the form of Debt Securities that consist of the Notes.

Title and Terms. There The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable “5¾% Convertible Senior Subordinated Notes due 2007" 2011” of the Company. Their Stated Maturity The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $153,135,000, except for securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5, 10.8, 11.1 or 12.2 hereof. The Securities shall be September issuable in denominations of $1,000 or integral multiples thereof. The Securities shall mature on February 15, 2007 and they 2011. Interest shall bear interest accrue from February 13, 2004 at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 Rate until the principal thereof is paid or made available for payment. The Interest shall be payable semiannually in arrears on February 15 and August 15 in each year, commencing August 15, 2004. Interest on the Securities shall be computed (i) for any full semiannual period for which a particular Interest Rate is applicable on the basis of a 360-day year of twelve 30-day months and (ii) for any period for which a particular Interest Rate is applicable shorter than a full semiannual period for which interest so payable, and punctually paid or duly provided foris calculated, on the basis of a 30-day month and, for such periods of less than a month, the actual number of days elapsed over a 30-day month. For purposes of determining the Interest Rate, the Trustee may assume that a Reset Transaction has not occurred unless the Trustee has received an Officers’ Certificate stating that a Reset Transaction has occurred and specifying the Adjusted Interest Rate then in effect. A Holder of any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered Security at the close of business on the a Regular Record Date for such interest, which shall be entitled to receive interest (including Liquidated Damages, if any) on such Security on the March 1 or September 1 corresponding Interest Payment Date. A Holder of any Security which is converted after the close of business on a Regular Record Date and prior to the corresponding Interest Payment Date shall be entitled to receive interest (whether or not a Business Day)including Liquidated Damages, as if any) on the case may beprincipal amount of such Security on such Interest Payment Date, next preceding notwithstanding the conversion of such Security prior to such Interest Payment Date. The However, any such Holder which surrenders any such Security for conversion during such period shall be required to pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted, which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion during such period any Security which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.5 hereof (whether the redemption date for such Security is on such Interest Payment Date or otherwise) shall be entitled to receive (and retain) such interest (including Liquidated Damages, if any) and need not pay the Company an amount equal to the interest (including Liquidated Damages, if any) on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of, and premium, if any, and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal and premium, if any, on Physical Securities, if any, shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Securities shall have a Repurchase Right exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle 11 hereof. The Securities of this series shall not be subject to a sinking fundconvertible as provided in Article 12 hereof. The Notes of this series are not subject to defeasance at the option Securities shall be unsecured obligations of the Company pursuant and will be (i) senior in right of payment to Article Fifteen Old Securities and any future obligations that are designated by the Company as subordinate to the Securities; (ii) equal in right of payment with any existing or future obligations that are designated by the Company as, or otherwise are determined to be, on a parity with the Securities and (iii) subordinated in right of payment to the prior payment in full of all of the Indentureexisting and future Senior Debt of the Company, each as provided in Article 13 hereof. The Securities will constitute “Designated Senior Debt” for purposes of the indenture for the Old Securities.

Title and Terms. There The aggregate principal amount of Six-Year Securities which may be authenticated and delivered under this Indenture is limited to $500,000,000 Original Six-Year Securities and $500,000,000 Six-Year Exchange Securities, except for Six-Year Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906. The Six-Year Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated 7.70% Notes due 20072005" of the Company. Their Stated Maturity shall be September December 15, 2007 2005, and they shall bear interest at the rate of 3_% 7.70% per annum, from September 19December 14, 1997 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March June 15 and September December 15, commencing March June 15, 1998 2000, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Ten-Year Securities which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000500,000,000 Original Ten-Year Securities and $500,000,000 Ten-Year Exchange Securities, except for Notes Ten-Year Securities authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 304, 305, 306, 906 306 or 1107 906. The Ten-Year Securities shall be known and designated as the "7.90% Notes due 2009" of the IndentureCompany. Their Stated Maturity shall be December 15, 2009, and they shall bear interest at the rate of 7.90% per annum, from December 14, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on June 15 and December 15, commencing June 15, 2000, until the principal thereof is paid or made available for payment. The Notes aggregate principal amount of Thirty-Year Securities which may be authenticated and delivered under this Indenture is limited to $1,000,000,000 Original Thirty-Year Securities and $1,000,000,000 Thirty-Year Exchange Securities, except for Thirty-Year Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906. The Thirty-Year Securities shall be redeemable known and designated as the "8.30% Notes Due 2029" of the Company. Their Stated Maturity shall be December 15, 2029, and they shall bear interest at the rate of 8.30% per annum, from December 14, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on June 15 and December 15, commencing June 15, 2000, until the principal thereof is paid or made available for payment. The principal of and interest on the Securities shall be payable at the office or agency of the Company in New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company and exchangeable into shares payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureSecurity Register.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture is unlimited. The aggregate principal amount of Initial Securities shall be limited to $1,150,000,000€1,000,000,000 in principal amount of Securities, except for Notes Securities authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section Sections 303, 304, 305, 306, 906 307, 308, 905, 1011 or 1107 of the Indenture(and except for any Securities which pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder). The Notes Company may also issue Additional Securities hereunder which shall be redeemable at treated as the option of same series as the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureInitial Securities for all purposes hereunder. The Securities shall be known and designated as the “5.625% Senior Notes due 2014” of this series shall not be subject to a sinking fundthe Company. The Notes Stated Maturity of this series are not subject to defeasance the Securities shall be January 27, 2014, and the Securities shall each bear interest at the option rate of 5.625% per annum from January 25, 2007 or from the most recent Interest Payment Date to which interest has been paid, payable annually on January 27 in each year, commencing January 27, 2008, until the principal thereof is paid or duly provided for. Interest on any overdue principal, any Additional Amounts and interest (to the extent lawful) or premium, if any, shall be payable on demand. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control Triggering Event pursuant to Section 1011. (NY) 18002/046/INDENTURE/indenture.doc At the election of the Company pursuant to Article Fifteen Company, the entire Indebtedness under the Securities or certain of the IndentureCompany’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. There shall be are hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “3.050% Senior Notes due 2007" 2041” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Fourth Supplemental Indenture is initially limited to $1,150,000,000500,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be October 1, 2041 for payment of principal of the Notes. The Notes shall bear interest at the rate of 3.050% per annum, from September 23, 2021 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 1 and October 1 of each year (commencing April 1, 2022), to the Persons in whose names the Notes are registered at the close of business on March 15 or September 15, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note one or more Global Securities and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York. The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of $1,000 in excess thereof. The form of the Company Notes attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as the form of Debt Securities that consist of the Notes.

Title and Terms. There shall be is hereby created under the Indenture a series Series of Debt Securities known and designated as the "3_% __% Exchangeable Subordinated Notes due 2007Due August 15, 2001" of the Company. Their The aggregate principal amount of PIES that may be authenticated and delivered under this Indenture is limited to $-, except for PIES authenticated and delivered upon reregistration of, transfer of, or in exchange for, or in lieu of, other PIES pursuant to Section 2.08, 2.09, 2.12, 3.06 or 9.05 of the Indenture. The Stated Maturity for payment of principal of the PIES shall be September August 15, 2007 2001 or a later date as provided in the definition of "Stated Maturity" in Section 101 and they the PIES shall bear interest at the rate of 3_% __% per annum, from September 19August [_], 1997 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may bepayable quarterly in arrears on February 15, payable semi-annually on March May 15, August 15 and September November 15 of each year (commencing November 15, commencing March 151998) and at Maturity, 1998 to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until the principal thereof is paid or made available for payment. The In addition, if the Stated Maturity is extended as provided in Section 204, interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business rate set forth in this Section 201 will continue to accrue on the Regular Record Date for such interest, which PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. The PIES shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note a Global Security and in this Third Supplemental Indenturethe depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The Securities of this series PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to a any sinking fund. The Notes PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of this series are $- and any integral multiple thereof. The Company shall not subject be obligated to defeasance at pay any additional amount on the option PIES in respect of the Company taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of shares of AirTouch Common Stock at the Exchange Rate. The Holders of the PIES shall be responsible for the payment of any and all brokerage costs upon the subsequent sale of such shares. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the shares of AirTouch Common Stock otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of shares of AirTouch Common Stock otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the shares of AirTouch Common Stock otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining shares of AirTouch Common Stock deliverable at Maturity. As further provided in Section 203, no fractional shares of AirTouch Common Stock shall be delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of shares of AirTouch Common Stock pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the aggregate number of PIES so surrendered at Maturity.

Title and Terms. There The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture will be limited. The Initial Notes will be issued in an aggregate principal amount of $450 million. The 9 5/8% Notes shall vote and consent together on all matters as one class, and, none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes (including any Exchange Notes issued in exchange therefor) will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 9 5/8% Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “9 5/8% Senior Notes due 2007" 2018” of the CompanyIssuers. Their Stated Maturity shall The 9 5/8% Notes will mature on March 15, 2018. Each 9 5/8% Note will bear interest at a rate per annum of 9.625%. Interest on the 9 5/8% Notes will be payable semiannually in cash to Holders of record at the close of business on the March 1 and September 1 immediately preceding the interest payment date (each such March 1 and September 1, a “Regular Record Date”), on March 15 and September 15 of each year, commencing September 15, 2007 2010. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and they shall bear interest at accrue from the rate date of 3_% per annum, from September 19, 1997 or original issuance. Interest on the Original Notes will accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided forfor or, as if no interest has been paid, from March 10, 2010; and interest on any Additional Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The most recent date to which interest so payable, and punctually has been paid or duly provided forfor or, if no interest has been paid on any such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will be paid to occur on or after the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close date of business such exchange, interest on the Regular Record Date for such interest, which shall be Note received in exchange thereof will accrue from the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding date of such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $525,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 306, 307, 906, 1109 or in connection with an Offer to Purchase pursuant to Section 1014 or 1015. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer, in each case pursuant to a Board Resolution and subject to Section 303, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be a series cancelled in accordance with Section 310 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Debt Original Securities and Exchange Securities Outstanding exceed $525,000,000. The Securities shall be known and designated as the "3_% Exchangeable 10 1/4% Senior Subordinated Notes due 2007Due 2006" of the Company. Their Stated Maturity shall be September 15December 1, 2007 2006 and they shall bear interest at the rate of 3_% 10.25% per annumannum (the "Base Interest"), from September 19December 5, 1997 1996 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 June 1 and September 15December 1, commencing March 15June 1, 1998 1997, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, that if a Registration Default occurs, as liquidated damages for such Registration Default, Special Interest, in addition to the Base Interest, shall accrue during the Registration Default Period for such Registration Default at a per annum rate of 0.25% for the first 90 days of such Registration Default Period, at a per annum rate of 0.50% for the second 90 days of such Registration Default Period, at a per annum rate of 0.75% for the third 90 days of such Registration Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of such Registration Default Period. The interest so payableCompany shall provide written notice to the Trustee of any Registration Default and of the end of the Registration Default Period for such Registration Default. Accrued Special Interest, and punctually paid or duly provided forif any, on any Interest Payment Date will shall be paid to in cash in arrears semi-annually on June 1 and December 1 in each year. The principal of (and premium, if any) and interest on the Person in whose name the Notes (or one or more Predecessor Securities) are registered Securities shall be payable at the close office or agency of business on the Regular Record Date Company in the Borough of Manhattan, The City of New York, New York, maintained for such interestpurpose and at any other office or agency maintained by the Company for such purpose; provided, which shall be the March 1 or September 1 (whether or not a Business Day)however, as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable that at the option of the Company and exchangeable into shares payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the HolderPerson entitled thereto as such address shall appear in the Security Register; provided further that all payments of the principal (and premium, subject if any) and interest on Securities, the Holders of which have given wire transfer instructions to the Company's right Company or its agent at least 10 Business Days prior to suspend exchanges and the applicable payment date will be required to elect cash settlement (including be made by payment wire transfer of immediately available funds to the Average Market Value Amount accounts specified by such Holders in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenturesuch instructions. The Securities of this series shall not be subject to a sinking fundredemption as provided in Article Eleven. The Notes Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1014 and 1015. The Securities shall not have the benefit of this series are not any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Company pursuant to as provided in Article Fifteen Twelve. The Securities shall be Guaranteed by the Guarantors as provided in Article Thirteen. The Securities and each of the Senior Subordinated Guarantees shall be subordinated in right of payment to Senior Debt of the Company and each of the Guarantors, respectively, as provided in Article Fourteen. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders, redemption or Offer to Purchase.

Title and Terms. There shall be is hereby created under the Indenture a series of Debt Securities known and designated as the "3_% 2.75% Exchangeable Subordinated Notes due 2007Due July 1, 2002" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, 5,548,000 except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 304, 305, 306, 906 305 or 1107 306 of the Indenture. The Notes shall mature on July 1, 2002 and shall bear interest on the principal amount at the rate of 2.75% per annum, from the date of original issuance or the most recent interest payment date to which interest has been paid or duly provided for, payable semiannually in arrears on January 1 and July 1 of each year (commencing January 1, 1998), to the persons in whose names the Notes (or any predecessor securities) are registered at the close of business on the 15th day of the calendar month immediately preceding such interest payment date (the "Record Date"), provided that interest payable at maturity shall be payable to the person to whom the principal is payable. Holders of Notes who exchange such Notes during the period from a Record Date to the next succeeding interest payment date will be entitled to payment of interest on such interest payment date. The Notes shall be issuable in denominations of $200,000 and any integral multiples of $1,000 in excess. The Notes shall be evidenced by certificates in fully registered form (each, a "Certificate"). The Trustee will maintain a register (the "Security Register") for registering the ownership of and transfers of Notes represented by Certificates. The Notes shall not be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holderprior to July 1, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture2000. The Securities of this series Notes shall not be subject to a any sinking fund. The Company shall not be obligated to pay any additional amount on the Notes in respect of this series are not subject to defeasance at the option taxes, except as otherwise provided in Sections 2.07 and 3.01 hereof. The form of the Company Note attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Sections 201, 203 and 901(7) of the Indenture, as a form of Securities of a series that consists of Notes. The Notes shall be exchangeable as provided in Section 2.02 hereof.

Title and Terms. There The Notes shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “6.80% Senior Notes due 2007" 2018” of the Company. Their Stated Maturity The entire unpaid principal amount of each Note shall be September become due and payable to the Holder thereof on August 15, 2007 and they 2018 (the “Maturity Date”). Interest shall bear interest accrue on the aggregate unpaid principal amount of each Note at the a rate of 3_% interest equal to 6.80% per annumannum from August 6, from September 192008, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on February 15, as the case may be, payable 2009 and semi-annually thereafter on March February 15 and September 15August 15 in each year (each an Interest Payment Date for purposes of this Supplemental Indenture), commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March February 1 or September August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The To the extent lawful, interest shall accrue on any overdue interest at the rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes which may be authenticated and delivered under this Third Supplemental Indenture (of which U.S.$1,400,000,000 is limited to $1,150,000,000being issued, except for authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration or of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304204, 305205, 306206, 906 207, 208, 806, 1008 or 1107 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be redeemable unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and exchangeable into shares on such other terms and conditions as are specified in the form of Diamond Offshore Common Stock the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at the option of a Holder of the Holder, Notes except as provided in Article Six hereof. The Notes shall be subject to the Company's right to suspend exchanges covenants (and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms related definitions) set forth in Articles Seven and Nine of the form of Note Indenture and, except as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in this Third Supplemental IndentureArticle Three thereof. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option Certain obligations of the Company pursuant to Article Fifteen under the Notes shall be fully and unconditionally guaranteed on a joint and several basis by each of the IndentureGuarantors to the extent set forth in Article Seven hereof.

Title and Terms. There shall be are hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “2.700% Senior Notes due 2007" 2031” of the Company. Their The aggregate principal amount of Notes that may be authenticated and delivered under this First Supplemental Indenture is initially limited to $400,000,000. The Company may, subject to the applicable requirements of Section 3.01 of the Indenture, without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance, price to public and, under certain circumstances, the initial interest payment date). Any such additional notes, together with the Notes, will form a single series of Securities under the Indenture; provided that if any such additional notes are not fungible with the Notes for U.S. federal income tax purposes, such additional notes will be issued with a different CUSIP number (or other applicable identifying number). The Stated Maturity for payment of principal of the Notes shall be September 15March 18, 2007 and they 2031. The Notes shall bear interest at the rate of 3_% 2.700% per annum, from September 19March 18, 1997 2021 or from the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on March 18 and September 18 of each year (commencing September 18, 2021), to the Persons in whose names the Notes are registered at the close of business on March 3 and September 3 whether or not a Business Day, as the case may be, payable semi-annually on March 15 and September 15next preceding such interest payment date (each, commencing March 15a “Regular Record Date”), 1998 until the principal thereof is paid or made available for payment. The interest so payableNotes shall be initially issued in the form of a Global Security and the Depositary for the Notes shall be The Depository Trust Company, New York, New York. The original issue date of the Notes shall be March 18, 2021, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (shall not constitute Original Issue Discount Securities under the Indenture. Except as provided in Section 2.03 hereof, the Company shall have no obligation to redeem, purchase or one or more Predecessor Securities) are registered at repay the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304any mandatory redemption, 305, 306, 906 sinking fund or 1107 analogous provisions or at the option of a Holder thereof. The Notes shall be in registered book-entry form and shall be issuable in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes shall not be guaranteed or secured by any collateral and shall rank equally with the Company’s other unsecured senior indebtedness. The Notes shall be subject to Article VIII of the Base Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.attached hereto as Exhibit A.

Title and Terms. There shall be is hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “4.55% Notes due 2007" 2026” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Second Supplemental Indenture is initially limited to $1,150,000,000250,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the IndentureIndenture . The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture . The Stated Maturity for payment of principal of the Notes shall be April 15, 2026, and the Notes shall bear interest at the rate of 4.55% per annum, from April 15, 2014, or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on April 15 and October 15 of each year (commencing October 15, 2014, to the Persons in whose names the Notes are registered at the close of business on April 1 or October 1, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note a Global Security and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York (the “Depositary”). The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject $2,000 and integral multiples of $1,000 in excess thereof. The form of Note attached hereto as Exhibit A is hereby adopted, pursuant to defeasance at the option Section 9.01(j) of the Company pursuant to Article Fifteen Indenture , as a form of Debt Securities of a series that consists of the IndentureNotes.

Title and Terms. There The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 2.50% Convertible Subordinated Notes Debentures due 20072025" of the Company. Their Stated Maturity The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is limited initially to $65,000,000 (or $80,000,000 if the Initial Purchasers exercise their option to purchase additional Securities in full as set forth in the Purchase Agreement), subject to Section 2.19 and except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Section 2.07, 2.08, 2.09, 2.12, 7.05, 10.07, 11.01, 11.02 or 12.02 hereof; provided that the Additional Securities may be authenticated and delivered in an unlimited aggregate principal amount so long as such Securities authenticated and delivered at a price that would not cause such Securities to have "original issue discount" within the meaning of Section 1273 of the United States Internal Revenue Code of 1986, as amended. The Securities shall be September issuable in denominations of $1,000 or whole multiples thereof. The Securities shall mature on January 15, 2007 and they 2025, unless earlier converted, redeemed or repurchased. Interest shall bear interest at the rate of 3_% per annum, from September 19, 1997 or accrue from the most recent Interest Payment Date date to which interest has been paid or duly provided for, as or if no interest has been paid or provided for, from the case may beIssue Date, payable semi-annually on March 15 and September 15, commencing March 15, 1998 at the Interest Rate until the principal thereof is paid or made available for payment. The interest so payableInterest shall be payable semiannually in arrears on January 15 and July 15 of each year, commencing July 15, 2005. Interest on the Securities (including any Liquidated Damages) shall be computed on the basis of a 360-day year of twelve 30-day months, and punctually paid or duly provided forfor any period shorter than a full semiannual period for which interest is calculated, on the basis of a 30-day month, and for such periods of less than a month, the actual number of days elapsed over a 30-day month. Subject to Section 2.17, a Holder of any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered Security at the close of business on the a Regular Record Date for shall be entitled to receive interest (including Liquidated Damages, if any) on such interestSecurity on the corresponding Interest Payment Date. period beginning with the close of business on such Regular Record Date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest (excluding Liquidated Damages, if any) on the principal amount of such Security so converted, which shall be is payable by the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Security for conversion. The Notwithstanding the foregoing, any such Holder that surrenders for conversion any Security (a) that has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 10.04 hereof on a Redemption Date after such Regular Record Date and on or prior to the next succeeding Interest Payment Date, (b) with respect to which the Company has specified a Repurchase Date that is after such Regular Record Date and on or prior to the next succeeding Interest Payment Date or (c) on which Defaulted Interest is payable at the time of conversion, but only to the extent of such Defaulted Interest. In either case described in clause (a) or clause (b) above, such Holder shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Security so converted at the time such Holder surrenders such Security for conversion. Principal of and interest on, Global Securities shall be payable to the Depositary in immediately available funds. Principal on Physical Securities shall be payable at the office or agency of the Company maintained for such purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Securities will be payable by (i) U.S. Dollar check drawn on a bank located in the city where the Corporate Trust Office of the Trustee is located mailed to the address of the Person entitled thereto as such address shall appear in the Register, or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder of an aggregate principal amount in excess of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,0005,000,000, except for Notes authenticated and delivered upon registration or wire transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indentureimmediately available funds. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock as provided in Article 10 hereof. The Securities shall have the Repurchase Rights exercisable at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle 11 hereof. The Securities of this series shall not be subject to a sinking fundconvertible as provided in Article 12 hereof. The Notes Securities shall be subordinated in right of this series are not subject payment to defeasance at the option Senior Indebtedness of the Company pursuant to as provided in Article Fifteen of the Indenture13 hereof.

Title and Terms. There shall be are hereby created under the Indenture a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated “5.250% Senior Notes due 2007" 2034” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which that may be authenticated and delivered under this Third Sixth Supplemental Indenture is initially limited to $1,150,000,000650,000,000, except for Notes authenticated and delivered upon registration or reregistration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304Sections 2.07, 3052.08, 306, 906 2.09 or 1107 9.04 of the Indenture. The Company may without notice to or the consent of the Holders of the Notes, issue in separate offerings additional notes having the same ranking, interest rate, maturity and other terms as the Notes (other than the initial date of issuance and, under certain circumstances, the first interest payment date following the issue date of such additional notes). Any such additional notes, together with the Notes, will form a single series of Debt Securities under the Indenture. The Stated Maturity shall be August 9, 2034 for payment of principal of the Notes. The Notes shall bear interest at the rate of 5.250% per annum, from August 9, 2024 or the most recent interest payment date to which interest has been paid or duly provided for, payable semi-annually in arrears on February 9 and August 9 of each year (commencing February 9, 2025), to the Persons in whose names the Notes are registered at the close of business on January 24 or July 24, as the case may be, next preceding such interest payment date, until principal thereof is paid or made available for payment. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth initially issued in the form of Note one or more Global Securities and in this Third Supplemental Indenturethe depositary for the Notes shall be The Depository Trust Company, New York, New York. The Securities of this series Notes shall not be subject to a any sinking fund. The Notes shall be in registered form without coupons and shall be issuable in denominations of this series are not subject to defeasance at the option $2,000 and integral multiples of $1,000 in excess thereof. The form of the Company Notes attached hereto as Exhibit A is hereby adopted, pursuant to Article Fifteen Section 9.01(j) of the Indenture, as the form of Debt Securities that consist of the Notes.

Title and Terms. There The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture is limited to $420,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1014 or 1015. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be a series cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of Debt Original Securities and Exchange Securities Outstanding exceed $420,500,000. The Securities shall be known and designated as the "3_% Exchangeable Subordinated 10 3/4% Senior Discount Notes due February 15, 2007" of the Company. Their Stated Maturity shall be September February 15, 2007 and they shall bear interest at the rate of 3_% 10 3/4% per annum, from September 19, 1997 the Cash Interest Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March February 15 and September August 15, commencing March August 15, 1998 2002 until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest until the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on February 15 and August 15 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 310. The principal of (and premium, if any) and interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will the Securities shall be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered payable at the close office or agency of business on the Regular Record Date for such interestCompany in the Borough of Manhattan, which The City of New York, The Securities shall be subject to repurchase by the March 1 or September 1 (whether or not a Business Day), Company pursuant to an Offer to Purchase as the case may be, next preceding such Interest Payment Dateprovided in Sections 1014 and 1015. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle Eleven. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to as provided in Article Fifteen of Twelve. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions, Acts of Holders and Offers to Purchase.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% “3__% Exchangeable Subordinated Notes due 2007" ” of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% 3__% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's ’s right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to U.S.$400,000,000, except for Securities authenticated and delivered in exchange for, or in lieu of, other Securities pursuant to Section 3.4, 3.5, 3.6, 8.5, 11.8, 12.2 or 14.3(f). The Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable 7% Convertible Subordinated Notes due 2007August 1, 2004" of the Company. Their Stated Maturity shall be September 15August 1, 2007 2004 and they shall bear interest at the rate of 3_% per annumon their principal amount from August 12, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be1997, payable semi-annually in arrears on March 15 February 1 and September 15August 1 in each year, commencing March 15February 1, 1998 1998, at the rate of 7% per annum until the principal thereof is paid or made available for payment. The interest so payabledue and at the rate of 7% per annum on any overdue principal and, and punctually paid or duly provided forto the extent permitted by law, on any Interest Payment Date will overdue interest; provided, however, that payments shall only be paid to the Person made on Business Days as provided in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business Section 1.12. The principal of, premium, if any, and interest on the Regular Record Date for such interest, which Securities shall be payable as provided in the March 1 or September 1 (form of Securities set forth in Section 2.2, and the Repurchase Price, whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, payable in cash or in exchange forshares of Common Stock, or shall be payable at such places as are identified in lieu of, other Notes the Company Notice given pursuant to Section 304, 305, 306, 906 or 1107 14.3 (any city in which any Paying Agent is located being herein called a "Place of the IndenturePayment"). The Notes Registrable Securities are entitled to the benefits of a Registration Rights Agreement as provided by Sections 2.2 and 10.12. The Securities are entitled to the payment of Liquidated Damages and additional interest as provided by Section 10.12. The Securities shall be redeemable at the option of the Company at any time on or after August 1, 2000, in whole or in part, as provided in Article Eleven and exchangeable into shares in the form of Diamond Offshore Common Stock Securities set forth in Section 2.2. The Securities shall be convertible as provided in Article Twelve (any city in which any Conversion Agent is located being herein called a "Place of Conversion"). The Securities shall be subordinated in right of payment to Senior Indebtedness of the Company as provided in Article Thirteen. The Securities shall be subject to repurchase by the Company at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount Holders as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureFourteen.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture on the Issue Date is limited to $1,150,000,0001,500,000,000 principal amount. Additional Securities may be issued, except for Notes authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer pursuant to Section 304, 305, 306, 906 or 1107 10.10. The Securities shall be known and designated as the “6.000% Senior Secured Notes due 2029” of the IndentureCompany. Their Stated Maturity for payment of principal shall be December 15, 2029. Interest on the Securities shall accrue at the rate of 6.000% per annum and shall be payable semiannually in arrears on each June 15 and December 15, commencing June 15, 2023, to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 30, 2022. Interest on the Securities shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes principal of (and premium, if any) and interest on the Securities shall be redeemable payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company and exchangeable into shares Company, payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register, or wire transfer or other electronic means. The Securities of this series shall not be redeemable as provided in Article XI and in the Securities. The Securities shall be subject to a sinking fund. The Notes of this series are not subject satisfaction and discharge as provided in Article IV and to defeasance at the option of the Company pursuant to Legal Defeasance and/or Covenant Defeasance as provided in Article Fifteen of the IndentureXII.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture on the Issue Date is limited to $1,150,000,000500,000,000 principal amount of Initial Securities and up to $500,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, except for Notes authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 304Sections 3.04, 3053.05, 3063.06, 906 9.06 or 1107 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “10.875% Senior Notes Due 2016” of the IndentureCompany. Their Stated Maturity for payment of principal shall be June 15, 2016 Interest on the Securities shall accrue at the rate of 10.875% per annum and shall be payable semiannually in arrears on each June 15 and December 15, commencing December 15, 2009 to the Holders of record of Securities at the close of business on June 1 and December 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 9, 2009. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes principal of (and premium, if any) and interest on the Securities shall be redeemable payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company and exchangeable into shares Company, payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register, or wire transfer or other electronic means. The Securities of this series shall not be redeemable as provided in Article XI and the Securities. The Securities shall be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Defeasance and/or Covenant Defeasance as provided in Article Fifteen of the IndentureXII.

Title and Terms. There The aggregate principal amount maturity of Securities which may be authenticated and delivered under this Indenture is limited to $100,000,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this -52- exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to Section 3.03, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be a series canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Debt Original Securities and Exchange Securities Outstanding exceed $100,000,000. The Securities shall be known and designated as the "3_% Exchangeable Subordinated 12% Senior Notes due 20072008" of the CompanyIssuer. Their The Stated Maturity of the Securities shall be September 15November 1, 2007 and they 2008. The Securities shall bear cash interest at the rate of 3_% 12% per annumannum on the principal amount at maturity of the Notes, from September 19November 9, 1997 1998 or from the most recent Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 May 1 and September 15November 1, commencing March 15May 1, 1998 1999, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest to but excluding the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on May 1 and November 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. With respect to Global Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The interest so payableprincipal of and premium, if any, and punctually paid interest on the Securities shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at any other office or duly provided foragency maintained by the Issuer for such purpose; provided, on any Interest Payment Date will however, that at the option of the Issuer payment of interest may be paid made by check mailed to the address of the Person entitled thereto as such address shall appear in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which Security Register. The Securities shall be subject to repurchase by the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Issuer pursuant to Section 304, 305, 306, 906 or 1107 an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Notes Securities shall be redeemable at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental IndentureArticle Eleven. The Securities of this series shall not be subject to a have the benefit of any sinking fundfund obligations. The Notes of this series are not Securities shall be subject to defeasance at the option of the Company pursuant to Issuer as provided in Article Fifteen Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. Additional Securities may be issued under this Indenture after the date hereof without the consent of Holders. The Initial Securities shall be a series of Debt Securities known and designated as the "3_% Exchangeable Subordinated Notes 7% Series A Senior Securities due 20072013" of the Company. Their The Exchange Securities shall be known and designated as the "7% Series B Senior Securities due 2013" of the Company. The Stated Maturity of the Securities shall be September April 15, 2007 2013, and they the Securities shall each bear interest at the rate of 3_% 7% per annum, as such interest rate may be adjusted as set forth in the Securities and the Registration Rights Agreement, from September 19April 11, 1997 2003 or from the most recent Interest Payment Date to which interest has been paid or duly provided forpaid, as the case may beapplicable, payable semi-annually semiannually on March April 15 and September October 15 in each year, commencing October 15, commencing March 152003, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, . Interest on any Interest Payment Date overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be paid to a corporate trust office of the Person in whose name the Notes (or one or more Predecessor Securities) are registered Trustee located at the close of business on the Regular Record Date for such interestU.S. Bank National Association, which shall be the March 1 or September 1 (whether or not a Business Dayc/o Corporate Trust Department, 180 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xx. Xxxx, MN 55101), as the case may beprovided, next preceding such Interest Payment Date. The aggregate principal amount however, that payment of Notes which interest may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture. The Notes shall be redeemable made at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option by check mailed to addresses of the HolderPersons entitled thereto as shown on the Security Register. For all purposes hereunder, subject the Initial Securities and the Exchange Securities will be treated as one class and are together referred to as the "Securities." The Initial Securities rank pari passu in right of payment with the Exchange Securities. The Securities shall be redeemable as provided in Article XI and in the Securities. At the election of the Company, the entire Debt on the Securities or certain of the Company's right to suspend exchanges obligations and to elect cash settlement (including by payment covenants and certain Events of the Average Market Value Amount Default thereunder may be defeased as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the IndentureIV.

Title and Terms. There shall be a series of Debt Securities designated as the "3_% Exchangeable Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be September 15, 2007 and they shall bear interest at the rate of 3_% per annum, from September 19, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes Securities which may be authenticated and delivered under this Third Supplemental Indenture on the Issue Date is limited to $1,150,000,0001,000,000,000 principal amount of Initial Securities and up to $1,000,000,000 principal amount of Exchange Securities exchanged therefor in accordance with the Registration Rights Agreement. Additional Securities may be issued, except for Notes authenticated and delivered pursuant to Section 3.13, and Securities may be authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes Securities pursuant to Section 304Sections 3.04, 3053.05, 3063.06, 906 9.06 or 1107 11.08 or in connection with an Offer pursuant to Sections 10.13 or 10.14. The Securities shall be known and designated as the “6½% Senior Notes Due 2012” of the IndentureCompany. Their Stated Maturity for payment of principal shall be February 15, 2012. Interest on the Securities shall accrue at the rate of 6½% per annum and shall be payable semiannually in arrears on each February 15 and August 15, commencing August 15, 2004 to the Holders of record of Securities at the close of business on February 1 and August 1, respectively, immediately preceding such Interest Payment Date. Subject to Section 3.13(3), interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from February 17, 2004. Interest on the Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Notes principal of (and premium, if any) and interest on the Securities shall be redeemable payable at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York, or such other office maintained by the Trustee for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that, at the option of the Company and exchangeable into shares Company, payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureSecurity Register. The Securities of this series shall not be redeemable as provided in Article XI and the Securities. The Securities shall be subject to a sinking fund. The Notes of this series are not subject to defeasance at the option of the Company pursuant to Defeasance and/or Covenant Defeasance as provided in Article Fifteen of the IndentureXII.

Title and Terms. There The aggregate principal amount of Securities which may be authenticated and delivered under this Supplemental Indenture shall be a series of Debt limited to $143,750,000 aggregate principal amount. The Securities shall be known and designated as the "3_% Exchangeable Subordinated “4.75% Convertible Senior Notes due 2007" 2014” of the Company. Their The Stated Maturity of the Securities shall be September January 15, 2007 2014, and they shall bear interest at the rate of 3_% 4.75% per annumannum from December 15, from September 192003, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on March 15 semiannually in cash and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid in arrears to the Person in whose name the Notes Security (or one or more any Predecessor SecuritiesSecurity) are is registered at the close of business on the Regular Record January 1 and July 1 immediately preceding the Interest Payment Date on January 15 and July 15 of each year, commencing on July 15, 2004. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful), if any, shall be payable on demand. The principal of and interest on the Securities shall be payable at the office or agency of the Company maintained for such interestpurpose in The City of New York, which shall be or at such other office or agency of the March 1 or September 1 (whether or not a Business Day), Company as the case may be, next preceding such Interest Payment Date. The aggregate principal amount of Notes which may be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000maintained for such purpose, except for Notes authenticated and delivered upon registration or transfer of, or all as provided in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 1002 of the Original Indenture. The Notes shall be redeemable ; provided, however, that, at the option of the Company and exchangeable into shares of Diamond Offshore Common Stock at the option Company, interest may be paid on Securities in definitive form by check mailed to addresses of the Holder, subject Persons entitled thereto as such addresses shall appear on the Security Register. Upon written application by the Holder of Securities aggregating more than $2.0 million in principal amount to the Company's Paying Agent not later than the relevant Regular Record Date, the Company will pay interest on such Securities by transfer of immediately available funds to a Dollar account maintained by such Holder with a bank in the United States. Holders shall have the right to suspend exchanges and require the Company to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes)purchase their Securities, in each case whole or in accordance with the terms set forth part, in the form event of Note and a Change in this Third Supplemental IndentureControl pursuant to Article Nine. The Securities of this series shall not be subject to a sinking fund. The Notes of this series are not subject to defeasance at redeemable as provided in Article Eight and in the option of the Company pursuant to Article Fifteen of the IndentureSecurities.

Title and Terms. There The aggregate principal amount of Debentures that may be authenticated and delivered under this Indenture is limited to the sum of (a) $154,639,200 and (b) such aggregate principal amount (which may not exceed $23,195,900 aggregate principal amount) of Debentures, if any, as shall be a series purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of Debt Securities the Purchase Agreement, except for Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debentures pursuant to Section 304, 305, 306, 906, 1108 or 1301. The Debentures shall be known and designated as the "3_% Exchangeable 6 1/4% Convertible Subordinated Notes due 2007Debentures Due 2026" of the Company. Their Stated Maturity shall be September 15October 16, 2007 2026, and they shall bear interest at the rate of 3_% 6 1/4% per annum, from September 19October 16, 1997 1996 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, payable semi-annually quarterly (subject to deferral as set forth herein), in arrears, on March January 15, April 15, July 15 and September October 15 (each an "Interest Payment Date") of each year commencing January 15, commencing March 15, 1998 1997 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will they shall be paid to the Person in whose name the Notes (or one or more Predecessor Securities) are Debenture is registered at the close of business on the Regular Record Date regular record date for such interestinterest installment, which shall be the March 1 close of business on the date which is 15 days prior to each Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6 1/4% per annum on any interest installment in arrears or September 1 (whether or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the case may beProperty Trustee is the Holder of any Debentures, next preceding the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such Interest Payment Datecase, the Company will pay as additional interest ("Additional Interest") on the Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The aggregate principal amount of Notes which may and interest on the Debentures shall be authenticated and delivered under this Third Supplemental Indenture is limited to $1,150,000,000, except for Notes authenticated and delivered upon registration payable at the office or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 agency of the Indenture. The Notes shall be redeemable Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company and exchangeable into shares payment of Diamond Offshore Common Stock at interest may be made by check mailed to the option address of the Holder, subject to the Company's right to suspend exchanges and to elect cash settlement (including by payment of the Average Market Value Amount in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth Person entitled thereto as such address shall appear in the form of Note and in this Third Supplemental IndentureRegister. The Securities of this series Debentures shall not be subject to a sinking fundredeemable as provided in Article Eleven hereof. The Notes Debentures shall be subordinated in right of this series are not subject payment to defeasance at the option of the Company pursuant to Senior Indebtedness as provided in Article Fifteen of the IndentureTwelve hereof. The Debentures shall be convertible as provided in Article Thirteen hereof.

Title and Terms. There The Notes shall be a series of Debt Securities designated as entitled the "3_% Exchangeable Subordinated “9.875% Senior Notes due 2007" 2025.” The Trustee shall authenticate and deliver on the Issue Date $600,000,000 in aggregate principal amount of the CompanyInitial Notes, upon delivery of an Issuer Order. Their Stated Maturity The Trustee shall authenticate Additional Notes thereafter from time to time for original issue in unlimited aggregate principal amount upon receipt of an Issuer Order (subject to compliance with Section 1108). The Trustee shall also authenticate Exchange Notes thereafter from time to time for original issue in exchange for an equal principal amount of Initial Notes or Additional Notes upon receipt of an Issuer Order. Any such Issuer Order shall also specify the date on which the original issue of Notes is to be September 15authenticated, 2007 and they and, in relation to any Additional Notes or Exchange Notes, it shall bear interest also specify the principal amount thereof to be issued and, in relation to any Additional Notes, it shall certify that such issuance is not prohibited by Section 1108. The Notes will mature on March 1, 2025. Interest on the Notes will accrue at the rate of 3_% 9.875% per annum, from September 19and will be payable semiannually in cash on each May 1 and November 1, 1997 or from the most recent Interest Payment Date to which interest has been paid or duly provided forcommencing on November 1, as 2018 in the case may beof the Initial Notes, payable semi-annually on March 15 and September 15, commencing March 15, 1998 until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Notes (or one or more Predecessor Securities) Persons who are registered Holders of Notes at the close of business on the Regular Record Date for such interest, which shall be April 15 and October 15 immediately preceding the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such applicable Interest Payment Date. The aggregate principal amount Interest from November 1, 2024 to March 1, 2025 will be payable in cash on March 1, 2025, to the Persons who are registered Holders of Notes at the close of business on February 15, 2025. Interest on the Notes will accrue from the most recent date to which may be authenticated interest has been paid or, if no interest has been paid, from and delivered under this Third Supplemental Indenture is limited including the date of issuance to $1,150,000,000, except for Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of but excluding the Indentureactual Interest Payment Date. The Notes shall be redeemable at the option of the Company as provided in Article Twelve and exchangeable into shares of Diamond Offshore Common Stock at the option of the Holder, subject to the Company's right to suspend exchanges Legal Defeasance and to elect cash settlement (including by payment of the Average Market Value Amount Covenant Defeasance as provided in connection with a redemption of Notes or final maturity of the Notes), in each case in accordance with the terms set forth in the form of Note and in this Third Supplemental Indenture. The Securities of this series shall not be subject to a sinking fundArticle Fourteen. The Notes of this series shall have such other terms as are not subject to defeasance at the option of the Company pursuant to Article Fifteen of the Indenture.indicated in Annex A.