0000950129-05-005476 Sample Contracts

TODCO 12,000,000 Shares* Class A Common Stock (Par Value $0.01 Per Share) Underwriting Agreement
Underwriting Agreement • May 17th, 2005 • 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 12,000,000 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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