Employee Stock

Purchase Plan
 Employee Stock Purchase Plan

Table of Contents

Employee Stock Purchase Plan

Eligibility and Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Eligible Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
How to Enroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Naming a Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

contents
Features . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
To Enroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Your Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Limits on Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Mid-year Plan Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Year-end Share Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Stock Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Contribution and Share Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Retirement or Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
U.S. Tax Implications of Buying Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
U.S. Tax Implications of Selling Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
No PBGC Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Funding the Plan and Payment of Benefits . . . . . . . . . . . . . . . . . . . . . . . . 7
Changes to Plan and Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . 7
Written Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plan Document . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
No Right to Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Denied Claims and the Appeal Procedure . . . . . . . . . . . . . . . . . . . . . . . . 8
Recovery of Overpayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Note: Words that are displayed in Bold and Italics are defined in the
Glossary section of this booklet.

SPD-14 (Rev. 3/05) i


The Company believes that building a financially secure future for each
employee is important, which is why the Employee Stock Purchase Plan was
designed to encourage long-term financial investing. A careful review of this
booklet will help you understand how the Plan works and how you can best
take advantage of this valuable benefit.
Eligible Employees
In general, you are eligible to participate in this
plan if you are paid on the Company’s or one of
its subsidiary’s U.S. payroll or one of it’s Partici-
pating Subsidiary’s payrolls, and you are custom-
arily scheduled to work at least 20 hours per
week and at least five months per year.
The following employees are not eligible for
the benefit program in this booklet:
n Employees who are covered by a collective
bargaining agreement;
n Leased employees, contract personnel,
independent contractors, seasonal or
temporary employees;
n Employees of a Non-Participating Subsidiary;
n Employees who would be 5% owners if
enrolled in the Plan; and
n Employees who reside in a county in which
the Plan fails to meet applicable legal and
regulatory requirements.
For a current list of Participating Subsidiaries,
contact the Houston Benefits Department.
Enrollment
If you meet the eligibility requirements you are
eligible to participant in the Plan as follows:
SPD-14 (Rev. 3/05)
Employee Stock Purchase Plan
Eligibility and Enrollment
eligibility
January 1st following your hire date, if you are
hired before or during the Company's Annual
Enrollment Period (usually held in the Fall) or
if hired after Annual Enrollment the following
January 1st or any January 1st thereafter.
How to Enroll
Details are distributed with your Annual Enroll-
ment packet. If you do not enroll during Annual
Enrollment you will not have the opportunity to
enroll again until the following Annual Enroll-
ment. Mid-year enrollments are not permitted.
Naming a Beneficiary
It is important to name a beneficiary to receive
your plan benefits in the event of your death.
It is suggested that you name a Primary Benefi-
ciary and a Contingent Beneficiary to receive
your benefits if your Primary Beneficiary is not
alive at the time of your death.
n The Plan has no restrictions on beneficiary
choice, you may change your beneficiary at
any time by completing a new beneficiary
form and returning it to the Benefits
Department.
n If you name more than one person as your
beneficiary, the benefit will be divided equally
among them, unless you specify otherwise.
1
 Employee Stock Purchase Plan Eligibility and Enrollment

n If you do not name a beneficiary, plan

benefits will automatically be paid to your
surviving spouse if you are married, if you are
not married at the time of your death,
applicable benefits will first go to your
children divided equally, otherwise to your
estate.
Beneficiary designation forms are available
by contacting the Benefits Helpline at
1-800-474-8352 (713-232-7844) or by sending
an e-mail to Benefits@Houston.Deepwater.com
or on the Transocean Family web site at
www.benefits.deepwater.com or the Transocean
intranet at
http://hqs.hrm.rigcentral.com/comp_ben/.

2 SPD-14 (Rev. 3/05)


Transocean offers the Employee Stock Purchase Plan (ESPP) to encourage
and assist employees in acquiring a financial interest in the Company.
Introduction
The Company provides the opportunity for you
as an employee to purchase Transocean Inc.
shares at a 15% (or more) discount using con-
venient payroll deductions. You contribute to
the Plan throughout the year and at the end of
the year your contributions are used to purchase
Transocean Inc. shares at 85% of the lower of
the market price on the first or the last trading
day of the Plan Year.
To Enroll
If you are eligible to enroll in the ESPP, you will
receive enrollment information with your
Annual Enrollment packet. To enroll, simply
contact the Bank of New York before the stated
deadline. For details on contacting the Bank of
New York see the Benefit Resources section.
Once you enroll you will be automatically re-
enrolled (if still eligible), at the same contribu-
tion rate, each Plan Year unless you cease
participation by contacting the Bank of New
York. If you wish to change your contribution
rate at the beginning of a Plan Year, you must
re-enroll during Annual Enrollment.
Your Contributions
You may contribute between 2% and 20% of
your eligible pay.
SPD-14 (Rev. 3/05)
Employee Stock Purchase Plan
Features
Your contributions will be placed in an interest
bearing account. Any interest credited to your
account will also be used to buy shares at year-
end. Because these earnings are taxable, a Form
1099 will be mailed to you the following year.
features
Your payroll deductions will begin with your
first paycheck of the year. Payroll deductions
will be made on an after-tax basis. Your last pay-
roll deduction will be made from your final pay-
check on or immediately before the last day of
the year.
Limits on Contributions
There are two limits that should be considered
when deciding on your contribution percentage;
a Dollar Limit and a Share Limit.
Dollar Limit: calculated to be $21,250
($25,000 times 85%) or 85% of the share limit
multiplied by the market value on the grant
date, if lower; and
Share Limit: calculated as the number of shares
that $25,000 would purchase at the beginning
of each Plan Year.
The sum of your payroll deductions plus interest
earned cannot exceed the Dollar Limit. The
Dollar Limit ($21,250) remains constant each
Plan Year. The Share Limit changes annually as
of the beginning of each Plan Year.
3
 Employee Stock Purchase Plan
Example:
You have invested a total of $20,000 through payroll
deductions and earnings throughout the year. The market
price on January 1st was $50. The market price on
December 31st was $30. The Share Limit is determined
by dividing $25,000 by $50 (beginning of the year share
price), which equals 500 shares.
Even though contribution of $20,000 are less than the
Dollar limit of $21,250, the Share Limit (500 shares)
would limit you to $12,750 of contributions for the Plan
Year (500 shares times $30 times 85%).
Mid-year Plan Withdrawal
Although the Plan does not allow you to change
your contribution amount during a Plan Year,
you can stop your deduction at any time.
If you choose to stop your deductions during
the Plan Year, you have two choices:
n Leave your contributions in your account
(it will continue to draw interest) and
purchasing shares at year-end; or
n Withdraw your contributions (plus interest
through the end of the previous month) and
give up your right to purchase discounted
shares at year-end.
To stop your deductions and to request a refund
during the Plan Year, contact the Bank of New
York (see the Benefit Resources section for
contact information).
Note: If you stop your deduc-
A tions and/or request a refund
during the Plan Year, you must
re-enroll to begin participation again.
Leave of Absence
If you are out on an authorized leave of absence
your contributions will only continue if you are
continuing to get paid through the payroll sys-
tem. If you are on an unpaid leave of absence
4 SPD-14 (Rev. 3/05)
Features
your contributions to the Plan will stop and you
will not be allowed to make them up. However,
if you return to work in the same Plan Year, your
contributions will begin again automatically. If
you do not want your contributions to begin
again, you must contact the Bank of New York
(see the Benefit Resources section for con-
tact information) to cease them.
Year-end Share Calculations
At year-end, the number of shares you buy will
depend on:
n The total amount of your Plan Year
contributions (plus interest); and
n The “Purchase Price” of the shares.
The Purchase Price will be 85% of the lower
closing price on the first or last day of the
Plan Year.
Example:
You invest $5,000 via payroll deduction and receive
$100 in interest on your contributions. The market close
on the first day of the Plan Year is $40, and the market
close on the last day of the Plan Year is $50.
First Day of the Plan Year Purchase Price:
$40285% = $34
Last Day of the Plan Year Purchase Price:
$50285% = $42.50
Number of Shares Purchased:
$5,100/$34 = 150 shares
If the First Day stock price were greater than
$50, you would purchase shares at $42.50,
which calculates to 120 shares.
Stock Administration
As soon as administratively possible after each
year-end, the Plan Administrator will record in
your Plan Account the number of shares (whole
and fractional) you bought for the previous Plan
Year. Your shares are recorded and held in “Book
Entry Form” (not stock certificates).
Features
There are no brokerage commissions or service
charges for purchases made by the Plan. In
addition, the Company pays all costs of running
the Plan. However, you will incur brokerage
fees on the sale of your stock.
After the shares have been held for at least one
year, you may request a stock certificate or an
electronic transfer to your brokerage account (a
fee will be incurred for the sale of partial shares
and for the certificate/transfer). Until then, the
shares must stay in Book Entry Form with the
Plan Administrator or be sold through the Plan
Administrator (contact the Bank of New York
for current fee information).
If you authorize the sale of your shares, the net
proceeds will be mailed to your mailing address
on file with the Company, usually within five
business days. A wire transfer or overnight deliv-
ery may be requested at an additional cost. Con-
tact your tax advisor to determine the taxable
impact of the sales of your shares.
Contribution and Share Records
An annual statement of your contributions and
interest will be mailed to you at year-end.
The Bank of New York will send you an annual
statement when your year-end stock purchase
has been “deposited” into your Plan Account.
They will also mail a statement whenever there
is activity in your account. You may always view
your account information over the web.
Retirement or Termination
If you retire or terminate employment during
the Plan Year, all contributions (and interest
through the end of the previous month) will be
returned to you. You do not have the option of
leaving the funds in the Plan until the year-end
purchase.
In addition, all whole shares held by the Plan
Administrator will be sent to you as soon as
administratively possible and partial shares will
be sold (a fee will be incurred on the sale of par-
SPD-14 (Rev. 3/05)
Employee Stock Purchase Plan
tial shares) and the net amount will also be sent
to you (unless you sell or request possession of
the shares prior to that time).
Note: The Plan does not con-
A sider an employee as terminated
when the employee has trans-
ferred to a Non-Participating Subsidiary.
U.S. Tax Implications of Buying Shares
(Employees Subject to U.S. Taxes Only)
When you buy shares of Transocean Inc. stock
through the Plan you do not owe U.S. federal
income tax on the purchase, as your contribu-
tions were taken on an after-tax basis. However,
FICA tax may be owed on the 15% discount
obtained on the purchase. This FICA tax, if
applicable, will be withheld as soon as adminis-
tratively possible from your regular paycheck
once the purchase is complete.
Example:
You invest $5,000 via payroll deduction and receive
$100 in interest on your contributions. The market close
on the first day of the Plan Year is $40, and the market
close on the last day of the Plan Year is $50.
You purchase your shares using the First Day market
price: $40285% = $34
Number of Shares Purchased:
$5,100/$34 = 150 shares
FICA is owed on the difference between the Fair Market
Price of $40/share and the price you actually paid,
$34/share:
$401$34 = $62150 shares = $300
or approximately a$23 payroll deduction
(using the 2002 FICA rate).
Note: The IRS has recently
A
issued a notice to suspend
collection of these taxes until
further guidance is issued. You will be
notified if this stance changes.
5
 Employee Stock Purchase Plan Features

U.S. Tax Implications

of Selling Shares
(Employees Subject to U.S. Taxes Only)
The U.S. federal income tax treatment of the
sale of shares bought through the Plan depends
on whether the shares are sold within the statu-
tory holding period (one year after the shares
were bought).
If you sell your Plan shares during this one-year
period, you have ordinary income for the differ-
ence between the fair market value at the time of
purchase and the purchase price (Plan discount
amount). The difference, if any, between the
sales price and the fair market value is a capital
gain or loss.
If you sell your Plan shares after this one-year
period, you have ordinary income on any gain
from the Plan discount amount and long-term
capital gain on any additional gain.
Please consult your personal tax professional for
information regarding your individual tax
situation.

No PBGC Insurance
The Pension Benefit Guaranty Corporation
(PBGC) insures benefits for some retirement
plans. However, because this is not a retirement
plan and your plan benefits are maintained in
individual accounts, the Plan is not insured by
the PBGC.

6 SPD-14 (Rev. 3/05)

 Employee Stock Purchase Plan

Important Information

The following section contains technical information about the Plan

described in this booklet. It supplements the descriptions of the plan provi-
sions in the preceding sections.

information
General Information Plan Administrator:
Plan Name: Transocean Inc. Administrative Committee
c/o Transocean Offshore Deepwater Drilling, Inc.
Transocean Employee Stock Purchase Plan Attn: Benefits Manager
Type of Administration: 4 Greenway Plaza
Houston, TX 77046
The Plan Administrator has the authority to
control and manage the cooperation and admin-
istration of the Plan, and the discretion to inter-
pret the provisions, as outlined in the plan Funding the Plan and
document. Payment of Benefits
Employer Tax Identification Number: Employee and/or Employer contributions
66-0582307 provide benefits.

Effective Date:
The effective date of provisions as described Changes to Plan and Termination of
in this Summary Plan Description is Plan
January 1, 2004.
The Plan may be changed and/or benefits may
End of Plan Year: be reduced or eliminated by execution of an
December 31 amendment to the Plan by the Plan Sponsor.
The Plan Sponsor shall have the right to amend
Plan Sponsor: the Plan, at any time and from time to time, to
Transocean Inc. any extent deemed advisable in its discretion,
Manor Lodge Complex Bldg 1 Suite 2 without prior notice to or consent of any cov-
Lodge Hill ered participant or of any person entitled to
St. Michael, Barbados receive payment of benefits under the Plan. The
Administrative Committee shall have the right
Trustee: to amend the Plan to modify the administrative
The Bank of New York provisions of the Plan and for any changes
required by applicable law to maintain the quali-
Plan Agent for Legal Process: fied status of the Plan at any time and from
Transocean Offshore Deepwater Drilling, Inc. time to time to the extent that it may deem
Attn: Benefits Manager advisable; provided that such amendment by the
4 Greenway Plaza Administrative Committee does not materially
Houston, TX 77046 increase plan costs or substantially modify the
eligibility or benefit provisions of the Plan. Any

SPD-14 (Rev. 3/05) 7

 Employee Stock Purchase Plan
such amendment or modification shall be set
out in an instrument in writing duly authorized
by the Board of Directors of the Company or
the Administrative Committee, as the case may
be, and executed by an appropriate officer of the
Company or member of the Committee.
All changes to the Plan shall become effective as
of a date established by the Plan Sponsor, and
thereupon all Covered Participants, whether or
not they became Covered Participants prior to
such amendment, shall be bound thereby. How-
ever, no amendment shall be effective with respect
to any covered expense incurred prior to the
date a change was adopted by the Plan Sponsor,
regardless of the effective date of the change.
The Plan shall continue in full force and effect
unless and until the Plan Sponsor, by action
of its Board of Directors or by action of the
Finance and Benefits Committee of its Board
of Directors, terminates the Plan. Although the
Plan Sponsor has the intention and expectation
that the Plan will be maintained indefinitely,
the Plan Sponsor is not and shall not be under
any obligation or liability whatsoever to con-
tinue or maintain the Plan for any given length
of time. The Plan Sponsor, in its sole and
absolute discretion, may discontinue or termi-
nate the Plan at any time by providing written
notice to the covered employees. Such termina-
tion will become effective on the date set forth
in such written notice.
Written Notice
Any written notice required under the Plan
shall be deemed received by a covered partici-
pant if sent by regular mail, postage prepaid to
the last address of such covered participant on
the records of the Employer.
8 SPD-14 (Rev. 3/05)
Important Information
Plan Administrator
The Plan Administrator has the authority to
control and manage the operation and adminis-
tration of the Plan.
The Company has appointed the Administrative
Committee as the Plan Administrator.
Plan Document
This booklet contains a Summary Plan Descrip-
tion (SPD) of the Plan listed under Plan Name.
The full terms of the Plan are contained in the
Plan Document on file with Company. You may
obtain a copy of the Plan Document from the
Plan Administrator at the address shown in this
section.
The information presented in this SPD does not
replace the official Plan Document that legally
governs the Plan operations. If there is a conflict
between the SPD and the Plan Document, the
Plan Document will rule. If you would like to
review the Plan Document or receive a copy,
contact the Plan Administrator.
No Right to Employment
Your eligibility or your right to the benefits
described in this book should not be interpreted
as an employment contract. You may leave the
Company at any time for any reason. Likewise,
the Company is not committed to any fixed
term of employment.
Denied Claims and
the Appeal Procedure
If the Committee denies the benefits claim filed
by an Applicant, either in whole or in part, such
Applicant shall have the right, to be exercised by
written application filed with the Committee
within 60 days after receipt of notice of the
denial of his claim or, if no such notice has been
given, within 60 days after the claim is deemed
denied, to request a review of his claim and
Important Information Employee Stock Purchase Plan

entitlement to the benefit applied for and the specific reasons for the denial and specific refer-
denial of such benefits. The Applicant may sub- ences to the pertinent provisions of the Plan
mit written comments, documents, records and upon which the denial is based. If the decision
other information relating to his claim for bene- on review is not furnished within the time
fits. Upon request, and free of charge, the Appli- period set forth above, the claim shall be deemed
cant shall be provided reasonable access to, and denied on review. Benefits under this Plan will
copies of, all documents, records and other only be paid if the Committee decides in its dis-
information relevant to his claim for benefits. cretion that the Applicant is entitled to them.
The Committee shall reconsider the claim in
If any dispute still exists between a Participant
light of all such comments, documents and
or a Beneficiary and the Committee after a
other information submitted by the Applicant,
review of the claim or in the event any uncer-
without regard to whether such information had
tainty shall develop as to the person to whom
been submitted or considered in the initial
payment of any benefit hereunder shall be made,
review process. If deemed necessary by the
the Trustee may withhold the payment of all or
Committee, in its sole discretion, the Committee
any part of the benefits payable hereunder to the
may hold a formal hearing on the benefits claim.
Participant or Beneficiary until such dispute has
The Committee shall conduct a full and fair been resolved by a court of competent jurisdic-
review of the claim and provide the Applicant tion or settled by the parties involved.
with written or electronic notice of its final
determination within a reasonable time, not to
exceed 60 days, after receipt of the Applicant's Recovery of Overpayment
application for review, unless the Committee
determines that special circumstances require an If benefits are overpaid, the Company has the
extension of time, not to exceed 60 days from right to recover the amount overpaid.
the end of the initial 60-day period, to review If there is an overpayment due when the covered
the claim (such as the need to hold a formal person dies, the Company may recover the over-
hearing). If such an extension of time is payment from the covered person's estate.
required, written notice of the extension shall be
furnished to the Applicant prior to the end of
the initial 60-day period indicating the special
circumstances requiring such an extension and
the date by which the Committee expects to
render its decision. The initial 60-day period
shall commence at the time the application for
review is filed with the Committee, regardless of
whether or not all information necessary for the
Committee to make its determination accompa-
nies the filing. If an extension of the 60-day
period is required due to the Applicant's failure
to submit such necessary information, such
period shall be tolled from the date on which
the extension notice is sent to the Applicant
until the date the Applicant provides such addi-
tional information.
If the Committee denies the claim on review,
either in whole or in part, the notice of final
determination shall set forth, in a manner calcu-
lated to be understood by the Applicant, the

SPD-14 (Rev. 3/05) 9

 Employee Stock Purchase Plan

Glossary

The following terms and phrases define specific wording used in the Plan
and this booklet. These definitions should not be interpreted to extend
coverage unless specifically provided for under the Plan.

Company—Transocean Inc., a Cayman

Island Corporation, and its predecessors and
successors.
glossary

Contingent Beneficiary—the person(s), trust

or estate that will receive your plan benefits in
the event of your death and your Primary
Beneficiary's death
Eligible Pay—includes your base pay and
overtime associated with base pay. It does not
include bonuses, premiums, travel pay, any
type of special compensation or overtime
associated with these types of pay.
Plan—whenever used herein without
qualification, means the Transocean
Employee Stock Purchase Plan.
Plan Sponsor—means Transocean Inc.
Primary Beneficiary—the person(s), trust or
estate that will receive your plan benefits in
the event of your death.

10 SPD-14 (Rev. 3/05)