EMPLOYMENT AGREEMENT



     THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  by  and  among R&B Falcon

Corporation,  a  Delaware  corporation  ("RBF"), R&B Falcon Management Services,

Inc.,  a  wholly  owned  subsidiary  of  RBF  (the "Company"), and Jan Rask (the

"Executive"),  dated  this  15th day of July, 2002, but effective as of July 16,

2002  (the  "Effective  Date").



     WHEREAS,  RBF  and the Company desire to induce the Executive to enter into

an  employment arrangement with RBF and the Company in order to have the benefit

of  the  Executive's  services from and after the Effective Date and the Company

has  agreed  to  provide  compensation  and  benefits  to  the  Executive  in

consideration  of  the  Executive's agreement to become employed by the Company;

and



     WHEREAS, the Executive desires to enter into an employment arrangement with

RBF  and  the Company and to perform services for the Company and serve as Chief

Executive  Officer  and  President  of  RBF  for  the  compensation and benefits

described  herein;  and



     WHEREAS,  it  is anticipated that RBF will transfer its deep-water business

to  one  or more subsidiaries of Transocean Inc. and seek to effect a registered

public  offering  of common stock of RBF, in which it is currently expected that

Transocean  Inc.  and  its  subsidiaries  will be the sole seller of shares; and



     NOW,  THEREFORE, in consideration of the promises, terms and provisions set

forth  herein,  and  other  good  and  valuable  consideration,  the receipt and

sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:



1.   Employment Period



     The  Company hereby agrees to employ the Executive and the Executive hereby

accepts  such employment, subject to the terms and conditions of this Agreement,

for  the  period  commencing  on  the  Effective  Date  and  ending on the third

anniversary  of  the Effective Date (the "Initial Term").  The Initial Term (and

each  subsequent  Renewal Term (defined herein)) shall be extended automatically

for  an  additional one (1)-year period (a "Renewal Term") unless written notice

that this Agreement will not be renewed is given by either party to the other at

least  six (6) months prior to the expiration of the Initial Term or any Renewal

Term  (collectively,  the Initial Term and any Renewal Term shall be referred to

as  the  "Employment  Period").



2.   Terms of Employment



     (a)  Duties. During the Employment Period, the Executive shall serve in the

          capacity  of  Chief Executive Officer and President of RBF. During the

          Employment  Period,  and  excluding  any  periods of vacation and sick

          leave  to  which  the  Executive  is entitled, the Executive agrees to

          devote  reasonable  attention and time during normal business hours to

          the  business  and  affairs  of the Company and RBF and, to the extent

          necessary  to discharge the responsibilities assigned to the Executive

          under this Agreement and reasonable duties, consistent with and normal







          for  the position, given to the Executive by the Board of Directors of

          RBF (the "Board") from time to time, to use the Executive's reasonable

          best  efforts  to  perform  faithfully  and  efficiently  such

          responsibilities.  During  the  Employment  Period,  it shall not be a

          violation  of  this  Agreement  for  the  Executive  to  (i)  serve on

          corporate,  civic  or  charitable  boards or committees, provided that

          such  service has been approved by the Board, (ii) deliver lectures or

          fulfill speaking engagements and (iii) manage personal investments, so

          long  as  all such activities described in clauses (i), (ii) and (iii)

          do not significantly interfere with the performance of the Executive's

          responsibilities  as  the  Chief  Executive  Officer  and President in

          accordance  with  this  Agreement.



     (b)  Compensation.  The  Executive  shall  be  entitled  to  receive  the

compensation  set  forth  below  in  consideration  for  his services during the

Employment  Period.



          (i)  Base  Salary.  The  Executive shall receive an annual base salary

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               ("Annual  Base  Salary"), of five hundred thirty thousand dollars

               ($530,000),  which  shall  be  paid  to  the  Executive  in equal

               semi-monthly  installments  throughout  the year, consistent with

               normal  payroll  practices  of the Company. During the Employment

               Period,  the  Annual  Base  Salary  shall  be  reviewed  at least

               annually.  Any  increase in Annual Base Salary shall not serve to

               limit  or reduce any other obligation to the Executive under this

               Agreement. Annual Base Salary shall not be reduced after any such

               increase,  and  the  term  Annual Base Salary as utilized in this

               Agreement  shall  refer  to  Annual  Base Salary as so increased.



          (ii) Bonus.  The  Executive  may receive an annual discretionary bonus

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