0000950129-04-010021 Sample Contracts

13,000,000 Shares TODCO CLASS A COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • December 22nd, 2004 • Todco • Drilling oil & gas wells • New York

Transocean Inc., a Cayman Islands company (the “Selling Stockholder”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 13,000,000 shares of the Class A common stock (par value $0.01 per share) (the “Firm Shares”) of TODCO, a Delaware corporation (the “Company").

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