TRANSOCEAN SEDCO FOREX INC
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>15
<FILENAME>doc14.txt
<TEXT>
                              SEPARATION AGREEMENT


          THIS  SEPARATION  AGREEMENT  (the  "Agreement")  made and entered into
effective  as  of  December  21,  2001 (the "Effective Date"), by and between
Transocean  Offshore  Deepwater  Drilling  Inc.  (the  "Company")  and W. Dennis
Heagney  (the  "Executive");


                              W I T N E S S E T H:
                              -------------------

          WHEREAS,  the  Executive  is  an  officer  of  the  Company;  and

          WHEREAS,  the parties mutually desire to arrange for a separation from
the  Company  and  its  affiliates  and  subsidiaries  under  certain terms; and

          WHEREAS, in consideration of the mutual promises contained herein, the
parties  hereto  are  willing  to  enter  into this Agreement upon the terms and
conditions  herein  set  forth.

          NOW,  THERFORE,  in  consideration  of  the  premises,  the  terms and
provisions set forth herein, the mutual benefits to be gained by the performance
thereof  and  other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

          1.     Resignation of Employment.  Effective as of June  30, 2002 (the
                 -------------------------
"Retirement  Date"),  the  Executive  resigns  his  position  as  Executive Vice
President  and Chief Operating Officer and director of the Company; and from any
other  position,  directorship  or office relating to the affairs of the Company
and  its subsidiaries or affiliates, including but not limited to Executive Vice
President  and  Chief Operating Officer of Transocean Sedco Forex Inc.  ("TSF").

          2.     Consideration  for  Services  and Prior Agreement.  The Company
                 -------------------------------------------------
agrees  to  pay or provide, and the Executive agrees to accept, the benefits set
forth in this Section 2 in consideration for the Executive's service through the
Retirement  Date,  and  in  satisfaction  of  the  existing  obligations  to the
Executive  as  described  below.

               A.  Base  Salary.  The  Executive  shall continue to receive Base
                   ------------
          Salary  through  the  Retirement  Date  at  the  rate in effect on the
          Effective  Date.

               B.  Payment Under Agreement. The Company agrees to pay a lump sum
                   -----------------------
          cash  payment  of $2,541,320.05, on the later of the expiration of the
          revocation  period  following  execution  of  the  initial  Waiver and
          Release set forth in Section 3 or January 2, 2002, to the Executive in
          full satisfaction of the obligation of the Company under the Agreement
          entered  into  between  the Company and the Executive as of October 8,
          2000  (the  "2000  Agreement").

               C.  2001  Performance  Bonus.  The  Company  agrees to pay to the
                   -------------------------
          Executive  a  Performance  Bonus pursuant to the Performance Award and
          Cash


<PAGE>
          Bonus  Plan  (the "Performance Plan") for 2001 in an amount determined
          by  the  Executive Compensation Committee of the Board of Directors of
          TSF pursuant to the terms of the Performance Plan, with an "Individual
          Performance"  rating  of  100%. Such payment shall be made at the time
          bonus awards for 2001 are made to other similarly situated executives.

               D.  Supplemental  Retirement  Plan Benefit. The Company agrees to
                   --------------------------------------
          pay  a  lump  sum  payment  of  $1,900,657.05 on July 23, 2002 in full
          satisfaction of the Company's obligation under the Transocean Offshore
          Inc.  Supplemental  Benefit Plan ("Supplemental Plan"), subject to the
          Executive's  continued  service  through  the  Retirement  Date  or
          involuntary  termination  by  the Company prior to the Retirement Date
          for  any reason other than "Cause" (as defined in the 2000 Agreement).
          The  Executive  acknowledges  that  he  has been provided satisfactory
          documentation  regarding  the  calculation  of  this  benefit, and the
          Executive  specifically  agrees and acknowledges that the payments set
          forth  in Sections 2.B and 3.D of this Agreement are not includable in
          determining  the  amount  payable  under  the  Supplemental  Plan.

          3.     Consideration  for  Execution  of  Agreement  and  Waiver  and
                 --------------------------------------------------------------
Release.  In  consideration  for (i) the Executive's execution of and compliance
with  this Agreement including but not limited to the Non-Competition provisions
of  Section  4(c)  and  the execution on two occasions of the Waiver and Release
attached  hereto  as  Attachment  A  and  (ii) his continued service through the
                      -------------
Retirement  Date  or  involuntary  termination  by  the  Company  prior  to  the
Retirement  Date  for any reason other than Cause, the Company shall provide the
consideration  set forth below in this Section 3. This consideration is provided
subject  to  the  binding execution, without revocation, by the Executive of the
attached  Waiver  and  Release agreement, which must be executed initially on or
before  the  21st day after the Effective Date, and which must be executed again
during  the  period  beginning on the Retirement Date and ending on the 21st day
after  the  Retirement  Date  (the  "Retirement  Date  Waiver").  The  Company's
obligation  to  make  any  further  payments otherwise due under Section 3 shall
cease  in  the  event  the  Executive  fails  to  comply  with the terms of this
Agreement  or  his  Waiver  and  Release,  and  no  payment  shall be made until
expiration  of  the revocation period following execution of the Retirement Date
Waiver  (the  "Effective  Waiver  Date").

               A.  2002  Performance  Bonus. The Company shall pay a performance
                   ------------------------
          bonus  to  the  Executive for 2002, prorated through June 30, 2002 and
          payable  at  80%  of bonus opportunity, in an amount which the parties
          agree to be equal to $112,800. The performance bonus for 2002 shall be
          paid  on  the second business day following the Effective Waiver Date.

               B.  Additional  Payment.  The  Company  agrees  to pay a lump sum
                   -------------------
          payment  of  $1,056,571.99  on the later of the 2nd business day after
          the Effective Waiver Date or July 30, 2002, which represents an amount
          which  the  parties  have  agreed  adequately  reflects the additional
          benefit which the Executive would have received under the Supplemental
          Plan had his employment continued for three years after the Retirement
          Date.


                                      -2-
<PAGE>
               C.  Options and Restricted Stock. The Company represents that TSF
                   ----------------------------
          has  approved,  subject  to  conditions  that will be satisfied by the
          execution  and performance of this Agreement including but not limited
          to  the expiration of the revocation period following execution of the
          Retirement  Date  Waiver, the vesting as of the Retirement Date of the
          Executive's  then  unvested restricted stock, the acceleration on that
          date  of  exercisability  of the Executive's outstanding stock options
          and  the  extension  of  exercisability of such options for their then
          remaining  term  subject  to  Section  4.E.

               D. Other Consideration. The Company agrees to pay a lump sum cash
                  -------------------
          payment of $1,000,000 to the Executive, payable in two installments of
          $500,000,  with  the  first installment payable on the second business
          day  following  the  Effective Waiver Date, and the second installment
          payable  on  July  1,  2003.

               E.  Dependent  Medical  Coverage.  The  Company agrees to provide
                   ----------------------------
          medical  coverage  to  Cheryl  Heagney  under  terms  substantially
          consistent  with  the  dependent  care  medical  coverage available to
          retirees  as  of  the  Effective  Date, through the date the Executive
          attains  age 61. Such medical coverage shall be secondary to any other
          medical  coverage  available to Cheryl Heagney under any other medical
          or hospitalization plan. The foregoing provisions of this Section 3.E.
          shall  not  serve to limit the Executive's entitlement to coverage for
          Cheryl  Heagney  as  a  dependent  under  any  retiree medical plan or
          program  offered  by  the  Company  or its subsidiaries in the future.

               F.  Club  Memberships. The Company agrees to use its best efforts
                   -----------------
          to  facilitate  a transfer to the Executive of any club memberships in
          Lakeside  Country  Club or The Houstonian which have been furnished to
          the  Executive;  provided,  however,  that  the  Executive  shall  be
          obligated  to  pay  any  costs  associated  with  such  transfer.

          4.     Restrictive  Covenants.  As a material inducement to Company to
                 ----------------------
enter into this Agreement, Executive agrees to the provisions of this Section 4.

               A.  Confidentiality.  The  Executive  recognizes and acknowledges
                   ---------------
          that  in the course of his employment with the Company and as a result
          of  the position of trust he has held with the Company he has obtained
          private  or  confidential information and proprietary data relating to
          the  Company  including,  without  limitation,  financial information,
          customer  lists,  patent information and other data which are valuable
          assets  and  property  rights  of  the Company. All of such private or
          confidential information and proprietary data is referred to herein as
          "Confidential  Information";  provided,  however,  that  Confidential
          Information  will  not  include any information known generally to the
          public  (other  than  as  a  result  of unauthorized disclosure by the
          Executive).  The  Executive  agrees  that  he  will  not  at any time,
          directly  or  indirectly,  disclose  or  use  Confidential Information
          acquired  during his employment with the Company except with the prior
          written  consent  of  the  Chief  Executive  Officer  of  the Company.


                                      -3-
<PAGE>
               B. Non-Solicitation. Except with the written consent of the Chief
                  ----------------
          Executive  Officer  of  the Company, the Executive agrees that he will
          not  (i)  for  two years after the Retirement Date, in the Executive's
          individual capacity or on behalf of another, hire or offer to hire any
          of  the  officers,  employees,  directors or agents of the Company, or
          persuade  or attempt to persuade in any manner any officer, employees,
          directors or agent of the Company to discontinue any relationship with
          the Company or (ii) for one year after the Retirement Date, solicit or
          divert  or  attempt to divert any customer or supplier of the Company.

               C.  Non-Competition.  The  Executive  acknowledges  that  his
                   ---------------
          employment  with  the  Company  has  provided  him  with  specialized
          knowledge  concerning the business of the Company ("Company Business")
          which,  if  used  in  competition with the Company could cause serious
          harm to the Company, and the covenants contained in this Agreement are
          essential  to  protect  the  business  and  goodwill  of  the Company.
          Accordingly,  the Executive agrees that for a period of one year after
          the  Retirement  Date,  the Executive will not in the United States or
          any other country where the Company conducts operations related to the
          Company  Business,  directly  or  indirectly, either as an individual,
          proprietor,  stockholder  (other  than  as  a holder of up to one (1%)
          percent  of  the  outstanding shares of a corporation whose shares are
          listed  on a stock exchange or traded in accordance with the automated
          quotation  system  of the National Association of Securities Dealers),
          partner, officer, employee, director or otherwise, work for, become an
          employee  of,  invest  in,  provide  consulting services or in any way
          engage  in  the  offshore  drilling  contractor  business.

               D.  Nondisparagement.  The  Executive agrees that he will not for
                   ----------------
          one year after the Retirement Date (i) publicly criticize or disparage
          the  Company or any affiliate, or privately criticize or disparage the
          Company or any affiliate in a manner intended or reasonably calculated
          to  result in public embarrassment to, or injury to the reputation of,
          the  Company or any affiliate in any community in which the Company or
          any  affiliate  is  engaged  in business; (ii) directly or indirectly,
          acting alone or acting in concert with others, institute or prosecute,
          or  assist any person in any manner in instituting or prosecuting, any
          legal  proceedings of any nature against the Company or any affiliate;
          (iii) commit damage to the property of the Company or any affiliate or
          otherwise  engage in any misconduct which is injurious to the business
          or  reputation of the Company or any affiliate; or (iv) take any other
          action,  or  assist  any  person  in  taking any other action, that is
          adverse  to  the  interests  of  the  Company  or  any  affiliate  or
          inconsistent  with  fostering  the  goodwill  of  the  Company  or any
          affiliate; provided, however, that the Executive will not be in breach
          of  the  covenant  contained  in  (ii)  above  solely by reason of his
          testimony  which  is  compelled  by process of law. As used in Section
          4.D.  of  this  Agreement, the term "affiliate" means the Company, any
          subsidiary,  any  officer, director or executive of the Company or any
          subsidiary,  and  any  former  officer,  director  or executive of the
          Company  or  any  subsidiary.


                                      -4-
<PAGE>
               E.  Enforcement.  The Executive hereby agrees that a violation of
                   -----------
          the  provisions  of  Section  4  would cause substantial injury to the
          Company  and  its  affiliates,  which  would be difficult to quantify.
          Accordingly,  the  Executive  agrees that in the event of violation of
          this  Section  4  the  Company  would  be  entitled to: (a) cancel and
          terminate  any options whose vesting was accelerated at the separation
          date; (b) obtain by way of damages all profit generated as a result of
          the  exercise  of  any  options  whose vesting was accelerated and (c)
          cease  all further payments due under Section 3 and obtain a refund of
          all  amounts  previously paid to the Executive under that Section. The
          Company  further  specifically  retains  the  right to seek injunctive
          relief  from  a court having jurisdiction for any actual or threatened
          breach  of  this  Section  4.  Any  such injunctive relief shall be in
          addition to any other remedies to which the Company may be entitled at
          law  or  in  equity  or  otherwise.

               F.  Interpretation.  If  any provision of Section 4 is found by a
                   --------------
          court  of  competent jurisdiction to be unreasonably broad, oppressive
          or  unenforceable,  such  court  (i)  shall  narrow  the  scope of the
          Agreement  in  order  to  ensure  that  the application thereof is not
          unreasonably  broad,  oppressive  or  unenforceable  and  (ii)  to the
          fullest  extent  permitted  by  law,  shall  enforce such Agreement as
          though  reformed.

               G.  Company.  As  used  in  this  Section  4,  the term "Company"
                   -------
          includes  the  Company,  TSF  and any direct or indirect subsidiary of
          TSF.

          5.     Assistance  with  Litigation.  The  Executive agrees that for a
                 ----------------------------
period  of five years after the Retirement Date, the Executive will furnish such
information  and  proper assistance as may be reasonably necessary in connection
with  any litigation in which the Company or any affiliate or subsidiary is then
or  may  become  involved.

          6.     Death  of  the  Executive.  In  the  event  of the death of the
                 -------------------------
Executive  prior  to the Retirement Date, this Agreement shall be null and void.

          7.     Nonassignability.  Neither  this  Agreement  nor  any  right or
                 ----------------
interest hereunder shall be subject, in any manner, to anticipation, alienation,
sale,  transfer, assignment, pledge, encumbrance or charge, whether voluntary or
involuntary,  by  operation  of  law  or otherwise, any attempt at such shall be
void;  and  further  provided,  that  any  such  benefit shall not in any way be
subject  to  the  debts,  contract,  liabilities,  engagements  or  torts of the
Executive, nor shall it be subject to attachment or legal process for or against
the  Executive.

          8.     Amendment  of Agreement.  This Agreement may not be modified or
                 -----------------------
amended  except  by  an  instrument  in  writing  signed  by the parties hereto.

          9.     Waiver.  No term or condition of this Agreement shall be deemed
                 ------
to  have  been waived, nor shall there be an estoppel against the enforcement of
any  provision  of  this  Agreement,  except  by written instrument of the party
charged  with  such  waiver  or  estoppel.

          10.     Notices.  All  notices or communications hereunder shall be in
                  -------
writing,  addressed  as  follows:


                                      -5-
<PAGE>
               To the Company:

               Transocean Offshore Deepwater Drilling Inc.
               4 Greenway Plaza
               Houston, Texas 77046
               Attention: Eric Brown
               Senior Vice President, General Counsel

               To the Executive:

               W. D. Heagney
               3601 Amherst
               Houston, Texas 77005

All  such  notices  shall  be  conclusively  deemed  to be received and shall be
effective;  (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy
or  facsimile  transmission,  upon confirmation of receipt by the sender of such
transmission  or (iii) if sent by registered or certified mail, on the fifth day
after  the  day  on  which  such  notice  is  mailed.

          11.     Federal Income Tax Withholding.  The Company may withhold from
                  ------------------------------
any  benefits  payable  under  this  Agreement all federal, state, city or other
taxes  that  will  be required pursuant to any law or governmental regulation or
ruling.

          12.     Severability.  If  any  provision of this Agreement is held to
                  ------------
be invalid, illegal or unenforceable, in whole or part, such invalidity will not
affect any otherwise valid provision, and all other valid provisions will remain
in  full  force  and  effect.

          13.     Counterparts.  This  Agreement  may be executed in two or more
                  ------------
counterparts,  each  of  which  will  be  deemed  an  original, and all of which
together  will  constitute  one  document.

          14.     Titles.  The  titles  and  headings  preceding the text of the
                  -------
paragraphs  and  subparagraphs  of  this Agreement have been inserted solely for
convenience  of  reference  and  do  not  constitute a part of this Agreement or
affect  its  meaning,  interpretation  or  effect.

          15.     Governing  Law.  This Agreement will be construed and enforced
                  --------------
in  accordance  with  the  laws  of  the  State  of  Texas.

          16.     Venue.  Any suit, action or other legal proceeding arising out
                  -----
of  this  Agreement shall be brought in the United States District Court for the
Southern  District  of  Texas, Houston Division, or, if such court does not have
jurisdiction  or  will  not  accept  jurisdiction,  in  any  court  of  general
jurisdiction  in  Harris  County,  Texas.  Each of the Executive and the Company
consents  to  the  jurisdiction  of  any such court in any such suit, action, or
proceeding  and  waives any objection that it may have to the laying of venue of
any  such  suit,  action,  or  proceeding  in  any  such  court.


                                      -6-
<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  have  executed  this Agreement in
multiple  counterparts, all of which shall constitute one agreement, on December
21,  2001,  but  effective  as  of  the  date  and  year  first  above  written.


                                     TRANSOCEAN OFFSHORE DEEPWATER DRILLING INC.


                                     By:  /s/ J. MICHAEL TALBERT
                                          --------------------------------------
                                          J. Michael Talbert
                                          Chief Executive Officer


                                     W.  DENNIS  HEAGNEY

                                     /s/ W.  DENNIS  HEAGNEY
                                     -------------------------------------------


                                      -7-
<PAGE>
                                  Attachment A
                                  ------------
     [TO BE EXECUTED ON TWO OCCASIONS PURSUANT TO SECTION 3 OF THE SEPARATION
                                   AGREEMENT]
                                                           Dated: ______________

                               WAIVER AND RELEASE

          In  exchange  for  the  consideration  offered  under  the  Separation
Agreement  between  me  and  Transocean  Offshore  Deepwater  Drilling Inc. (the
"Company"),  dated  effective ____________ (the "Agreement"), I hereby waive all
of  my  claims  and  release  the  Company,  Transocean  Sedco Forex Inc., their
affiliates,  their  subsidiaries  and  each  of  their  directors  and officers,
executives  and  agents,  and  executive  benefit  plans and the fiduciaries and
agents  of  said  plans (collectively referred to as the "Corporate Group") from
any  and  all  claims,  demands,  actions,  liabilities  and  damages.

          I  UNDERSTAND  THAT  SIGNING  THIS  WAIVER AND RELEASE IS AN IMPORTANT
LEGAL  ACT.  I ACKNOWLEDGE THAT THE COMPANY HAS ADVISED ME IN WRITING TO CONSULT
AN  ATTORNEY  BEFORE  SIGNING THIS WAIVER AND RELEASE.  I UNDERSTAND THAT I HAVE
UNTIL  21  CALENDAR  DAYS AFTER THE DATE SHOWN ABOVE TO CONSIDER WHETHER TO SIGN
AND RETURN THIS WAIVER AND RELEASE TO THE COMPANY BY FIRST-CLASS MAIL OR BY HAND
DELIVERY  IN  ORDER  FOR  IT  TO  BE  EFFECTIVE.

          In  exchange  for  the  consideration  offered to me by the Agreement,
which  I  acknowledge  provides  consideration to which I would not otherwise be
entitled, I agree not to sue or file any charges of discrimination, or any other
action  or  proceeding  with  any  local,  state  and/or federal agency or court
regarding or relating in any way to the Company, and I knowingly and voluntarily
waive  all  claims  and  release  the  Corporate  Group from any and all claims,
demands,  actions,  liabilities,  and damages, whether known or unknown, arising
out  of  or  relating  in any way to the Corporate Group, except with respect to
rights  under  the  Agreement,  rights  under employee benefit plans or programs
other  than  those  specifically  addressed in the Agreement, and such rights or
claims  as  may  arise  after the date this Waiver and Release is executed. This
Waiver  and Release includes, but is not limited to, claims and causes of action
under:  Title  VII  of  the  Civil  Rights  Act  of  1964,  as  amended; the Age
Discrimination  in  Employment  Act of 1967, as amended; the Civil Rights Act of
1866,  as amended; the Civil Rights Act of 1991; the Americans with Disabilities
Act  of  1990;  the  Older Workers Benefit Protection Act of 1990; the Executive
Retirement Income Security Act of 1974, as amended; the Family and Medical Leave
Act of 1993; and/or contract, tort, defamation, slander, wrongful termination or
other  claims  or  any  other  state  or  federal  statutory  or  common  law.

          Should  any  of the provisions set forth in this Waiver and Release be
determined  to  be  invalid  by  a  court, agency or other tribunal of competent
jurisdiction,  it  is  agreed  that  such  determination  shall  not  affect the
enforceability  of  other  provisions  of  this  Waiver  and  Release.

          I acknowledge that this Waiver and Release and the Agreement set forth
the  entire  understanding and agreement between me and the Company or any other
member  of  the Corporate Group concerning the subject matter of this Waiver and
Release  and  supersede  any


                                      -8-
<PAGE>
prior  or  contemporaneous oral and/or written agreements or representations, if
any,  between  me  and  the  Company or any other member of the Corporate Group.

          I understand that for a period of seven (7) calendar days following my
signing  this  Waiver and Release (the "Waiver Revocation Period"), I may revoke
my  acceptance  of the offer by delivering a written statement to the Company by
hand  or  by registered mail, addressed to the address for the Company specified
in  the  Agreement,  in  which  case  the  Waiver  and  Release  will not become
effective.  In the event I revoke my acceptance of this offer, the Company shall
have  no  obligation to provide me the consideration offered under the Agreement
to  which I would not otherwise have been entitled. I understand that failure to
revoke  my  acceptance  of  the  offer  within the Waiver Revocation Period will
result  in  this  Waiver  and  Release  being  permanent  and  irrevocable.

          I  acknowledge  that  I have read this Waiver and Release, have had an
opportunity  to  ask questions and have it explained to me and that I understand
that  this  Waiver and Release will have the effect of knowingly and voluntarily
waiving  any  action  I  might  pursue,  including  breach of contract, personal
injury,  retaliation,  discrimination  on  the basis of race, age, sex, national
origin  or  disability  and  any  other claims arising prior to the date of this
Waiver  and  Release.

          By  execution of this document, I do not waive or release or otherwise
relinquish any legal rights I may have which are attributable to or arise out of
acts,  omissions  or  events of the Company or any other member of the Corporate
Group  which  occur  after  the  date  of  execution of this Waiver and Release.


AGREED  TO  AND  ACCEPTED  this
______ day of _________, ______.



--------------------------------
EXECUTIVE


                                      -9-
<PAGE>

</TEXT>
</DOCUMENT>
