X. XXXXXXX XXXXXXX
CHIEF EXECUTIVE OFFICER
October 10, 2002
Xxxxxx X. Xxxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Amendment to Consulting Agreement between Transocean Offshore Inc. (now
known as Transocean Inc.) and Xxxxxx X. Xxxxxxxx (the "Agreement")
Dear Xx. Xxxxxxxx:
In light of the management changes within Transocean Inc. (the "Company") and
your desire to serve in another capacity on the board of the Company, both sides
wish to amend the Agreement to make certain changes. In consideration of the
following and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, you and the Company agree as follows:
1. Section 2(a) of the Agreement is deleted in its entirety and replaced with
the following: "Effective as of October 10, 2002, Consultant shall resign
as Chairman of the Board of the Company but shall remain as a member of the
Board until the earliest to occur of his resignation, removal, retirement
or the expiration of his current term as a director of the Company unless
re-elected to the Board. Consultant agrees to resign as Consultant no later
than the date of his sixty-fifth (65th) birthday ("Resignation Date)."
2. Section 3(b) shall be amended to add the following sentence: "If Consultant
remains on the Board after the end of the Engagement Period, he shall be
entitled to the same compensation and benefits (including any pro-rated
cash director fees) as other non-employee members of the Board in
accordance with the Company's policies."
3. Except as amended herein, the Agreement shall continue in full force and
effect.
Very truly yours,
Transocean Inc.
X. Xxxxxxx Xxxxxxx
Xxxxxx and accepted this 10th day of October 2002
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
