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Transocean Proxy Statement and 2010 Annual Report

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<strong>and</strong> Pacific Unit (May 2005 to December 2007), Regional Manager for the Asia Region (June 2003 to April 2005)<br />

<strong>and</strong> Vice President <strong>and</strong> Controller (December 1999 to May 2003). Beginning in September 1995, Mr. Rosa was<br />

Controller of Sedco Forex Holdings Limited, one of our predecessor companies. Mr. Rosa received his Master of<br />

Arts degree in 1977 from Oxford University <strong>and</strong> subsequently qualified as a Chartered Accountant with the Institute<br />

of Chartered Accountants in Engl<strong>and</strong> <strong>and</strong> Wales in 1981.<br />

IHAB TOMA, aged 48, Egyptian citizen, is Executive Vice President, Global Business of the Company. Before<br />

being named to his current position in August <strong>2010</strong>, Mr. Toma served as Senior Vice President, Marketing <strong>and</strong><br />

Planning of the Company from August 2009 to August <strong>2010</strong>. Before joining the Company, Mr. Toma served as<br />

Vice President, Sales <strong>and</strong> Marketing for Europe, Africa <strong>and</strong> Caspian for Schlumberger Oilfield Services from April<br />

2006 to August 2009. Mr. Toma led Schlumberger’s information solutions business in various capacities, including<br />

Vice President, Sales <strong>and</strong> Marketing, from 2004 to April 2006, prior to which he served in a variety of positions<br />

with Schlumberger Ltd., including President of Information Solutions, Vice President of Information Management<br />

<strong>and</strong> Vice President of Europe, Africa <strong>and</strong> CIS Operations. He started his career with Schlumberger in 1986. Mr.<br />

Toma received his Bachelor’s degree in Electrical Engineering in 1985 from Cairo University.<br />

ERIC B. BROWN, aged 59, U.S. citizen, is Senior Vice President <strong>and</strong> General Counsel of <strong>Transocean</strong> Ltd. Mr.<br />

Brown served as Vice President <strong>and</strong> General Counsel since February 1995 <strong>and</strong> Corporate Secretary since September<br />

1995. He was named a Senior Vice President in February 2001. Prior to assuming his duties with the company, Mr.<br />

Brown worked at Coastal Gas Marketing Company <strong>and</strong> served as its General Counsel. He earned a Bachelor of Arts<br />

degree from Hope College in Michigan (1973) <strong>and</strong> a J.D. degree from Indiana University law school (1976).<br />

4.3 Management Contracts<br />

<strong>Transocean</strong> has not entered into any contractual relationships with third parties regarding the management<br />

of the Company or its subsidiaries.<br />

5. Compensation, Shareholdings <strong>and</strong> Loans<br />

Please refer to <strong>Transocean</strong>'s compensation discussion <strong>and</strong> analysis on page P-34 et seq. of this <strong>Annual</strong> <strong>Report</strong><br />

under the caption “Compensation Discussion <strong>and</strong> Analysis” for information on <strong>Transocean</strong>’s compensation of its<br />

directors <strong>and</strong> executive officers, <strong>and</strong> regarding how <strong>and</strong> why we make compensation decisions.<br />

Please note that the specific compensation elements of Mr. John H. Briscoe, Vice President & Controller, are<br />

not incorporated into the “Compensation Discussion <strong>and</strong> Analysis” based on the criteria for Named Executive<br />

Officers as established by The United States Securities & Exchange Commission’s Regulation S-K but described<br />

below. Mr. Briscoe’s compensation elements are largely the same <strong>and</strong> calculated similarly as those of all other<br />

Named Executive Officers, with the exception of the data used to determine the competitive market compensation<br />

for his role. Because Mr. Briscoe is not among the top five highest paid executives, compensation data for a<br />

comparably ranked executive is not available from the peer group; therefore, we rely solely on published<br />

compensation survey data to determine the competitive market compensation for his position.<br />

Executive Compensation Program – Direct Compensation Elements<br />

Base Salary<br />

Effective February 16, <strong>2010</strong> for Mr. Briscoe’s base salary was USD 270,000.<br />

Performance-Based Incentive Compensation<br />

Mr. Briscoe’s performance-based incentive compensation is delivered through our Performance Award <strong>and</strong><br />

Cash Bonus Plan <strong>and</strong> our Long-Term Incentive Plan.<br />

Performance Award <strong>and</strong> Cash Bonus Plan<br />

<strong>2010</strong> Cash Bonus Plan<br />

salary.<br />

In February <strong>2010</strong>, a target bonus opportunity for <strong>2010</strong> for Mr. Briscoe was established at 40% of base<br />

CG-13

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