Nomination and Standstill Agreement

This Nomination and Standstill Agreement (this “Agreement”) dated as of November 10, 2013, is by and among the persons and entities listed on Exhibit A hereto (collectively, the “Shareholders”, and individually each a “Shareholder”), Samuel Merksamer, Vincent Intrieri (each, an “Icahn Designee” and collectively, the “Icahn Designees”; in addition, the terms “Icahn Designee” and “Icahn Designees” shall include and be deemed to refer to, any “Replacement” who is an “Acceptable Person” (each as defined in Section 1.3(b) below)) and Transocean Ltd. (the “Company”).

WHEREAS, the Shareholders are currently the beneficial owners of 21,477,900 shares (the “Shares”) of the common stock, par value CHF 15.00 per share, of the Company (“Common Stock”), which represents approximately 5.96% of the outstanding shares of Common Stock (based upon the number of shares stated to be outstanding, as of October 29, 2013, by the Company in its Form 10-Q filed with the Securities and Exchange Commission (“SEC”));

WHEREAS, the Corporate Governance Committee of the Board (the “Governance Committee”) and the Company’s Board of Directors (the “Board”) have considered the qualifications of each of the Icahn Designees; and

WHEREAS, the Governance Committee has recommended, and the Company and the Board have determined to, among other things, include the Icahn Designees in its slate of nominees for election to the Board at the Company's 2014 annual general meeting of shareholders (the “2014 Meeting”).

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

The Company and the Board agree to hold the 2014 Meeting no later than May 30, 2014.

1.2    Amendment of Articles

At the 2014 Meeting, the Company and the Board will recommend that shareholders approve, and will seek shareholder approval of, a proposal to amend Article 22 of the Articles of Association of Transocean Ltd. (the “Articles”) to reduce the maximum size of the Board from fourteen (14) to eleven (11) directors (the “Board Reduction Proposal”); it being understood that adoption of the Board Reduction Proposal will be subject to the satisfaction of applicable quorum and vote requirements pursuant to the Articles. The Company and the Board agree to use commercially reasonable efforts to cause shareholder approval of the Board Reduction Proposal (including soliciting proxies to vote for the Board Reduction Proposal, recommending that the Company shareholders vote in favor of the Board Reduction Proposal, and otherwise supporting the Board Reduction Proposal in a manner no less rigorous

and favorable than the manner in which the Company and the Board support the other Board proposals at the 2014 Meeting).

1.3     Director Designees

(a) The Company and the Board agree to nominate the Icahn Designees for election as directors of the Board at the 2014 Meeting and to include the Icahn Designees in the Company’s slate of directors and in its proxy statement for the 2014 Meeting. In addition to the Icahn Designees, the Board shall nominate nine (9) other directors for election or re-election at the 2014 Meeting (the “Company Nominees”). The Company and the Board agree to use commercially reasonable efforts to cause the election of the Icahn Designees to the Board (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of the Icahn Designees, and otherwise supporting each of the Icahn Designees for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate). The Board shall also re-nominate two (2) of the Company's existing directors (the “Additional Company Candidates”) and the Shareholders shall be entitled to nominate and the Company and the Board agree to nominate, subject to the approval of the Board (such approval not to be unreasonably withheld, conditioned or delayed, and if such approval is not granted by the Board, the Shareholders shall be entitled to continue designating a candidate until such approval is granted), one (1) additional candidate (the “Additional Shareholders Candidate” and, together with the Additional Company Candidates, the “Additional Candidates”) for election at the 2014 Meeting; provided, however, that the agenda item to elect the Additional Candidates shall be conditioned on (x) the Board Reduction Proposal not being validly approved and (y) a shareholder of the Company validly nominating one or more directors (other than the Icahn Designees or their Replacements) for election at the 2014 Meeting. If the conditions set forth in clauses (x) and (y) of the preceding sentence are not satisfied, then the Company, the Board, the Shareholders and the Icahn Designees agree that the Board shall have at least three (3) vacancies and agree not to nominate any person to such vacancies. The Company shall name each of the Company Nominees, the Icahn Designees and the Additional Candidates in the proxy statement prepared, filed and delivered in connection with the 2014 Meeting, and the Company and the Board agree to use commercially reasonable efforts to cause the election of each of the Additional Candidates to the Board (subject to the conditions set forth in this Section 1.3(a)) (including soliciting proxies to vote for the Additional Shareholders Candidate, recommending that the Company’s shareholders vote in favor of the election of the Additional Shareholders Candidate, and otherwise supporting the Additional Shareholders Candidate for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Additional Company Candidates in the aggregate). The Shareholders agree to provide the Company with the information about the Additional Shareholders Candidate that is required by applicable law or is otherwise necessary for inclusion in the Company's proxy materials for the 2014 Meeting promptly after the Company requests such information from the Shareholders. The Additional Shareholders Candidate shall be deemed to be an Icahn Designee for all purposes under this Agreement.

(b)    In the event any Icahn Designee resigns from the Board or is rendered unable to, or refuses to, be appointed to, or for any other reason fails to serve or is not serving, on the Board, the Shareholders shall be entitled to designate, and the Company and the Board shall cause to be added as a nominee to the Board a replacement (a “Replacement”) that is approved by the Board, such approval not to be unreasonably withheld, conditioned or delayed (an “Acceptable Person”) (and if such proposed designee is not an Acceptable Person, the Shareholders shall be entitled to continue designating a recommended Replacement until such proposed designee is an Acceptable Person), at the 2014 Meeting or an extraordinary general meeting of shareholders after the 2014 Meeting. The Company and the Board

hereby agree to schedule and hold such extraordinary general meeting as promptly as reasonably practicable following the Shareholders’ designation of an Acceptable Person; provided that the Company shall only be required to call one extraordinary general meeting, which meeting shall be one-half at the Company's and one-half at the Shareholders' cost and expense, after the 2014 Meeting and before the termination of this Agreement for the sole purpose of allowing the Company's shareholders to vote on any such Replacement. Subject to Section 1.3(a), for the avoidance of doubt, the Shareholders shall have the right to designate two (2) nominees for election at the 2014 Meeting. Any such Replacement who becomes a Board member in replacement of the Icahn Designee or the Additional Shareholders Candidate, if applicable, shall be deemed to be an Icahn Designee for all purposes under this Agreement. Notwithstanding the foregoing, the Company and the Board agree that each of Mr. Merksamer and Mr. Intrieri are Acceptable Persons.

(c) Prior to the 2014 Meeting, the Company shall prepare and file with the SEC and disseminate to the Company’s shareholders proxy soliciting materials that comply with the obligations of the Company and the Board in this Agreement and publish the meeting notification under applicable Swiss law. If an Icahn Designee is elected by the Company’s shareholders to serve as a director on the Board at the 2014 Meeting, such Icahn Designee shall serve until the annual general meeting of shareholders of the Company in 2015 or until such Icahn Designee is required to resign, or resigns, in accordance with the terms of this Agreement, or until his earlier death, resignation or removal by shareholders in accordance with Article 705 of the Swiss Code of Obligations, the Articles and the definitive Minder Ordinance (as defined below). The Shareholders agree to provide the Company with any information about the Icahn Designees as is required to be disclosed in the Company’s proxy solicitation materials under applicable law or is otherwise necessary for inclusion of the Icahn Designees on the Company’s slate.

(d)    The Company shall not be obligated to include either or both of the Icahn Designees (or the Additional Shareholders Candidate, if applicable) on its slate of directors proposed for election at the Company’s annual general meeting of shareholders for any meeting other than the 2014 Meeting or an extraordinary general meeting as set forth in Section 1.3(b).

(e) If the Shareholders collectively cease to beneficially own 14,423,621 or more shares of the Common Stock (as adjusted from time to time for any stock dividends, combinations, splits, reverse stock splits, recapitalizations, or other similar occurrence), in which case the Shareholders shall promptly (but in no event later than four (4) business days or, if earlier and required under applicable Swiss law and regulations, SIX Swiss Exchange trading days) notify the Company that it owns less than such number of shares of Common Stock, but continue to beneficially own 10,817,716 or more shares of Common Stock (as adjusted from time to time for any stock dividends, combinations, splits, reverse stock splits, recapitalizations, or other similar occurrence):

(i) prior to the 2014 Meeting, then the Company shall only be obligated to include one of the Icahn Designees (as designated by the Shareholders), as well as the Additional Shareholders Candidate, if applicable, on its slate at the 2014 Meeting; or

(ii) after the 2014 Meeting, if (A) (x) the Board is composed of more than eleven (11) directors, (y) both Icahn Designees are members of the Board and (z) the Additional Shareholders Candidate is a member of the Board, then one of such persons, as designated by the Shareholders, agrees to, and the Shareholders agree to cause such person, to promptly resign from the Board (such that the Shareholders would continue to have two designees on the Board) or (B) (x) the Board is composed of eleven (11) directors or fewer and (y) both Icahn Designees are members of the Board, then one Icahn Designee, as designated by the Shareholders, and the Shareholders agree to cause such Icahn Designee to promptly resign from the Board (such that the Shareholders would continue to have one designee on the Board).

(f) If the Shareholders collectively cease to beneficially own at least 10,817,716 shares of Common Stock (as adjusted from time to time for any stock dividends, combinations, splits, reverse stock splits, recapitalizations, or other similar occurrence):

(i) prior to the 2014 Meeting, then the Company shall have no obligation to include the Icahn Designees (or the Additional Shareholders Candidate) on its slate at the 2014 Meeting; or

(ii) after the 2014 Meeting, assuming either or both of the Icahn Designees and/or the Additional Shareholders Candidate, if applicable, have been elected as directors of the Board, then the Icahn Designees agree to, and the Shareholders agree to cause the Icahn Designees and the Additional Shareholders Candidate, if applicable, to promptly resign from the Board.

The Company and the Board agree that subject to (A) compliance with applicable New York Stock Exchange listing requirements, being, as of the date hereof, those set forth in Sections 303A.02 and 303A.04 of the New York Stock Exchange listed company manual (the “NYSE Manual”), and applicable Swiss law and (B) compliance with changes in applicable law after the date hereof, if the Icahn Designees are elected to the Board at the 2014 Meeting, no later than the earlier of (x) the first action at the first meeting of the Board following the 2014 Meeting and (y) five (5) business days following the 2014 Meeting, and at all times thereafter so long as the Icahn Designees are members of the Board or have the right to designate a Replacement (and the Shareholders or Icahn Designees have not notified the Company that they intend not to exercise such right), to include one Icahn Designee on each of the Governance Committee, the Executive Compensation Committee, the Finance Committee and the Health, Safety and Environment Committee; it being understood that (i) in relation to the Executive Compensation Committee and/or the Governance Committee, if the definitive Minder Ordinance (as defined below) so requires, the inclusion of an Icahn Designee on such committees is subject to that Icahn Designee's election to the Board and such committees by the Company's shareholders at the 2014 Meeting, it being agreed that the Company and the Board shall use commercially reasonable efforts to cause the election of the applicable Icahn Designee to such committees (including soliciting proxies to vote for the Icahn Designees, recommending that the Company’s shareholders vote in favor of the election of such Icahn Designee, and otherwise supporting the Icahn Designee for election in a manner no less rigorous and favorable than the manner in which the Company and the Board support the Company Nominees in the aggregate), (ii) except as contemplated in Section 2.2(c), in no event shall one person who is an Icahn Designee serve on more than two committees (so that, for example, Mr. Merksamer could serve on two (2), but not three (3) or more committees and Mr. Intrieri could also serve on two (2), but not three (3) or more such committees) and (iii) if either or both of the Icahn Designees or any Shareholder has a conflict of interest with respect to any matter being considered by any such committee, then either or both of the Icahn Designees, as applicable, shall not participate in the relevant committee meeting (or portion thereof) and shall not have the right to vote on the matter relating to such conflict of interest. The Company and the Board hereby acknowledge and agree that neither Icahn Designee has a material relationship with the Company as such term is used in Section 303A.02 of the NYSE Manual and for purposes of Swiss corporate law by virtue of the Shareholders’ beneficial ownership of shares of Common Stock as of the date hereof. The Company and the Board further acknowledge and agree that, assuming the accuracy of the representation in Section 3.1(c), neither Mr. Merksamer nor Mr. Intrieri would be prevented from serving on any Board committee as a result of any qualifications or eligibility requirements set forth in the Company’s Corporate Governance Guidelines, committee charters, or other similar documents used by the Company or the Board to determine the composition of the Board’s committees.

1.5    Dividend

At the 2014 Meeting, the Company and the Board will seek shareholder approval of, and will recommend that shareholders approve, a $3.00 per share cash dividend (the “Dividend”), provided that such a Dividend proposal and the payment thereof are in compliance with Articles 671, 674, 675, 698, 717 and 728a of the Swiss Code of Obligations. The Company and the Board agree to use commercially reasonable efforts to cause shareholder approval of the Dividend (including soliciting proxies to vote for the Dividend, recommending that the Company shareholders vote in favor of the Dividend, and otherwise supporting the Dividend in a manner no less rigorous and favorable than the manner in which the Company and the Board support the other Board proposals at the 2014 Meeting).

      (a)    During the Covered Period (as defined below) so long as the Company and the Board are in compliance with this Agreement in all material respects, each of the Shareholders agrees that, and the Shareholders shall cause each of their controlled affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to agree that: (i) at the 2014 Meeting, it shall vote, or cause to be voted, all of the shares of Common Stock beneficially owned by it (A) in favor of the Company Nominees, the Additional Candidates (if applicable) and the Icahn Designees; (B) in favor of the Board Reduction Proposal; (C) in favor of the Dividend; (D) in favor of the Discharge of the Members of the Board and Executive Management From Liability for Activities During Previous Fiscal Year 2013; (E) in favor of the election of Ernst & Young Ltd as the Company's Swiss statutory auditors and the appointment of Ernst & Young LLP as the Company’s Independent Registered Accounting Firm; (F) in favor of the election of Ian C. Strachan, or a person mutually agreeable to the Company and the Shareholders, for Chairman of the Board, and the election of the Company Nominees and the Icahn Designees to the Executive Compensation Committee and the Governance Committee (if so required pursuant to the definitive Minder Ordinance); (G) in favor of the election of the independent proxy proposed by the Board; (H) in favor of the approval of the 2013 Annual Report, the Consolidated Financial Statements and the Statutory Financial Statements of the Company; (I) in favor of the Appropriation of Available Earnings for Fiscal Year 2013; (J) in favor of the Advisory Vote to Approve Named Executive Officer Compensation and proposals in connection with the implementation of the Minder Ordinance relating to executive compensation that are procedural in nature (including with respect to the determination of the mechanics for the prospective or retrospective votes on executive management and board compensation); (K) in favor of the adoption of an authorized share capital and the related amendment to the Articles (the “Authorized Share Capital Proposal”) so long as such authorized share capital, and the related amendment to the Articles, is no more than 6% of the share capital of the Company registered in the Commercial Register as of the date hereof; (L) except for proposals relating to the implementation of substantive matters regarding executive compensation, in favor of any proposals of the Board in connection with or incidental to the implementation of the Swiss Federal Council ordinance (the “Minder Ordinance”) implementing articles 95 para. 3 and 197 no. 8 of the Swiss Federal Constitution (the “Minder Ordinance Proposals”); and (M) to abstain from voting with respect to the Discharge of the Members of the Board and Executive Management From Liability for Activities During Fiscal Years Prior to Fiscal Year 2013; and (ii) it will not request an extraordinary general meeting (except as otherwise explicitly provided for in Section 1.3(b)) and will not support any third party in any attempt to call an extraordinary general meeting.

(b)    Each of the Shareholders agrees that, during the period commencing on the date hereof and ending on the date when this Agreement terminates in accordance with Section 4.1 (the “Covered Period”) so long as the Company and the Board are in compliance with this Agreement in all material respects, unless such Shareholder shall have been specifically invited to do so in writing by the Board, neither such Shareholder nor any controlled affiliates of such Shareholder will, directly or indirectly:

(i)propose any tender or exchange offer by any Shareholder or its affiliates for securities of the Company or any of its subsidiaries; provided, however, that the Shareholders and their controlled affiliates shall be permitted to make a tender or exchange offer for any and all of the issued and outstanding equity securities of the Company;

(ii)propose any merger, spin off or split off, consolidation, business combination, acquisition, liquidation, dissolution, recapitalization, restructuring, extraordinary dividend or significant share repurchase with respect to the Company or any of its subsidiaries; provided that the restrictions in this clause (ii) shall not apply (A) if such Shareholder has provided the Company with written notice of such proposal at least forty-eight (48) hours (such time to commence at the time notice is provided to the Company setting forth such proposal in accordance with Section 5.1) prior to making such proposal (or such earlier time as the Company shall have made such proposal public) or (B) if the Company has publicly announced any transaction described in this clause (ii), in which case, the Shareholders shall not be restricted from making any statements or proposals with respect or related to the transaction announced by the Company (and for the avoidance of doubt, the Shareholders will not be required to provide any advance notice of such statements or proposals); provided, further, that following compliance with clause (A), such Shareholder will not be required to provide an additional notice in connection with further statements or proposals with respect to or related to the proposal previously noticed to the Company;

(iii)(A) seek any form of proxy or consent from any person (other than the Shareholders and their affiliates and those holding Common Stock of which the Shareholders or their affiliates are the beneficial owners (as defined in Rule 13d-3 of the Exchange Act) of such Common Stock) for  the voting of any Common Stock of the Company with respect to any matter for which a proxy statement has been filed with the SEC and proxies or consents are being solicited, (B) make any statement to any holder of Common Stock of the Company (other than the Shareholders and their affiliates and those holding Common Stock of which the Shareholders or their affiliates are the beneficial owners (as defined in Rule 13d-3 of the Exchange Act) of such Common Stock) stating how the Shareholders or their affiliates intend to vote their Common Stock of the Company with respect to any matter for which a proxy statement has been filed and proxies or consents are being solicited, or (C) make  any statement instructing any holder of Common Stock of the Company (other than the Shareholders and their affiliates and those holding Common Stock of which the Shareholders or their affiliates are the beneficial owners (as defined in Rule 13d-3 of the Exchange Act) of such Common Stock) how they should vote their Common Stock of the Company with respect to any matter for which a proxy statement has been filed and proxies or consents are being solicited; provided, however, that the forgoing clauses (B) and (C), shall not apply: (x) to any matter for which the Company is soliciting proxies or consents which matter is not set forth in the proposals referred to in Section 2.1(a)(i); or (y) any statement by the Shareholders or their affiliates supporting the proposals referred to in Section 2.1(a)(i) or any other proposal made by the Company;  

(iv)     make any public announcement with respect to, or, other than through non−public action at the Board by an Icahn Designee acting in his or her capacity as such, submit a proposal for or offer of (with or without conditions), any extraordinary transaction between (x) the Company or its subsidiaries and (y) the Shareholders or any of their affiliates; provided, however, that the Shareholders and their controlled affiliates shall be permitted to announce such an extraordinary transaction if it is for all or substantially all of the Company and its subsidiaries;

(v)     form, join or in any way participate in a “group” (as defined in Section 13(d) of the Exchange Act or applicable Swiss law, other than the group that exists as of the date hereof between the Shareholders and their affiliates and, under applicable Swiss law, the Company, the Shareholders, its affiliates and the Icahn Designees) with other holders of Common Stock of the Company in connection with any of the foregoing;

(vi)     present at any annual general meeting or any extraordinary general meeting of the Company’s shareholders any proposal for consideration for action by shareholders or (except as explicitly permitted by this Agreement) propose any nominee for election to the Board or seek the removal of any member of the Board, other than through action at the Board by an Icahn Designee acting in his or her capacity as such;

(vii)     institute, solicit, assist or join, as a party, any litigation, arbitration or other similar proceeding against or involving the Company, its subsidiaries or any of their current or former directors or officers (including derivative actions) other than to enforce the provisions of this Agreement;

(viii)     direct or instruct any of their respective subsidiaries, officers, directors, employees or controlled affiliates to take any of the actions expressly set forth in clauses (i) to (vii), (ix) and (x), or advise or assist any third party with respect to any such action;

(ix)     request that the Company or its officers or directors, directly or indirectly, amend or waive any provision of this Section 2.1(b) in a manner that would require public disclosure; or

(x)     make any public announcement advising others to vote against the proposals referred to in Section 2.1(a)(i);

provided, however, that none of the restrictions and limitations set forth in this Section 2.1 shall apply to, restrict or limit, any action by any Icahn Designee (or the Additional Shareholder Candidate, as applicable) acting in his or her capacity as a director of the Company.

    (c)    The Shareholders shall, and shall cause their applicable affiliates to, promptly file an amendment to their Schedule 13D reporting entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. Further, if applicable, the Shareholders shall take such actions, including as regards the disclosure of shareholdings, as required pursuant to applicable Swiss law. The Shareholders shall also provide the Company and its counsel with a copy of such amendment to their Schedule 13D (and any filings or notifications required pursuant to Swiss law as a result of this Agreement) in advance (but in no event later than one day) of filing such amendment with the SEC (or applicable Swiss authority) and shall consider any reasonable comments proposed in a timely manner by the Company.

(d) As a condition to their nomination, the Icahn Designees (and the Additional Shareholders Candidate, if applicable) shall execute and deliver to the Company the Company’s standard director

nomination documentation in the form previously provided to the Shareholders (which documentation shall include such Icahn Designees’ consent to be named as a nominee in the Company’s proxy statement for the 2014 Meeting and to serve as a director if so elected). The Icahn Designees (and the Additional Shareholders Candidate, if applicable) agree that they will be bound by all current policies, codes and guidelines applicable to directors of the Company in existence as of the date hereof; provided that the Company agrees (A) subject to applicable law, neither of the Icahn Designees shall be subject to or bound by Section 1.D “Majority Election of Directors” or Section I.G “Change in Job Responsibility” of the Company’s Corporate Governance Guidelines and (B) that none of the Shareholders or their controlled affiliates (other than the Icahn Designees (and the Additional Shareholders Candidate, if applicable) or their Replacements) shall be subject to any such policy, code or guidelines, whether in effect as of the date hereof or adopted after the date of this Agreement.

      (a)    The Company shall promptly (i) file a Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto and (ii) make the ad hoc release and disclosure notification required pursuant to Swiss law, such disclosure including the aggregate number of securities held by the Company, the Shareholders and the Icahn Designees as a group acting in concert (as defined under Swiss law).

    (b)    The Company shall provide the Shareholders and their counsel with a copy of the Form 8-K (and any similar filing, ad-hoc release or notification required pursuant to Swiss law as a result of this Agreement) referenced in clause (a) above in advance (but in no event later than one day) of filing such Form 8-K (or any similar filing required pursuant to Swiss law as a result of this Agreement) with the SEC (or applicable Swiss authority) and shall consider any reasonable comments proposed in a timely manner by the Shareholders.

(d)    Except as expressly permitted by this Agreement, from the date of this Agreement and at all times during the Covered Period, the Company agrees not to seek the removal of the Icahn Designees (or the Additional Shareholders Candidate, if applicable) from the Board.

(e)    The Company shall not propose at the 2014 Meeting to adopt an authorized share capital, or propose any related amendment to the Articles, of more than 6% of the Company's share capital registered in the Commercial Register as of the date hereof.

(f)    From the date of this Agreement and at all times during the Covered Period, the Company agrees not to adopt a Rights Plan (as defined below), unless such Rights Plan is approved by a majority of the Board, which majority shall include the affirmative vote of at least one Icahn Designee (or the Additional Shareholders Candidate, if applicable). For purposes of this Agreement, a “Rights Plan” shall mean any plan or arrangement (including any related rights agreement) of the sort commonly referred to as a “rights plan” or “stockholder rights plan” or “shareholder rights plan” or “poison pill” or that is designed to prevent or make more difficult a hostile takeover of the corporation by increasing the cost to a potential acquirer in such a takeover either through the distribution of new rights, shares of common stock or preferred stock or any other security or device that may be issued to stockholders of the corporation at a substantial discount to market value other than ratably to all stockholders of the corporation that carry

severe redemption provisions, favorable purchase provisions or otherwise, and any related rights agreement.

The Shareholders represent and warrant as follows:

      (a)    The Shareholders have the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.

    (b)    The Shareholders, together with their affiliates and any “group” that the Shareholders are part of, beneficially own and have the power to vote, directly or indirectly, an aggregate of 21,073,721 shares of Common Stock, and such shares of Common Stock constitute all of the Common Stock, and securities of, or relating to the Common Stock, beneficially owned by the Shareholders and their controlled affiliates.

    (c)    To the knowledge of the Shareholders, each of the Icahn Designees (A) is “independent” under the New York Stock Exchange listing standards and Rule 10A-3 of the Exchange Act, (B) is not an “interested person”, as defined in the Investment Company Act of 1940, as amended, of the Shareholders and (C) has no agreements, arrangements or understandings (whether compensatory or otherwise) with any of the Shareholders or their affiliates directly relating to the Shareholders’ investment in the Common Stock.

(a)    The Company represents and warrants that the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby and that the Board has approved the terms and provisions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement.

(a)The Company represents, warrants and agrees that all directors of the Board will be nominated at the 2014 Meeting, and will be nominated for one-year terms.

This Agreement shall remain in full force and effect until the earliest of:

      (a)    the Company, the Board or the Shareholders materially breach an obligation under this Agreement, provided that the non-breaching party elects to terminate this Agreement and, if such breach is curable, such non-breaching party has provided written notice of such breach (which notice shall specify in reasonable detail the facts and circumstances surrounding such breach) and such breach has not been cured within a ten (10) day period; provided that if this Agreement is terminated pursuant to this Section 4.1(a) as a result of an uncured breach by the Shareholders, the Icahn Designees (and the

Additional Shareholders Candidate, if applicable) agree to, and the Shareholders agree to cause the Icahn Designees (and the Additional Shareholders Candidate, if applicable) to, promptly resign from the Board;

(b)    immediately following the 2014 Meeting if neither of the Icahn Designees, the Additional Shareholders Candidate, if applicable, or their respective Replacements are elected to the Board (for the avoidance of doubt, this Agreement shall not be terminated pursuant to this Section 4.1(b) if only one of the Icahn Designees is elected to the Board at the 2014 Meeting);

(c)    at any time on or after January 15, 2015, the date on which both of the following have occurred: (A) the Icahn Designees (and the Additional Shareholders Candidate, if applicable) tender their resignation from the Board and (B) the Shareholders provide written notice to the Company that the Shareholders do not intend to exercise their right to designate a Replacement pursuant to Section 1.3 herein;

(d)    the date that is ninety (90) days after the Shareholders collectively cease to beneficially own at least 10,817,716 shares of Common Stock (as adjusted from time to time for any stock dividends, combinations, splits, reverse stock, recapitalizations, or other similar occurrence); provided that such ninety (90) day period shall be deemed to end on January 15, 2015 if it has not ended prior to such date;

(e)    at any time following the date hereof, the date on which all of the following have occurred: (A) the Company has announced an extraordinary general meeting of the shareholders for any purpose (except (i) as contemplated by Section 1.3(b) of this Agreement or (ii) if either Icahn Designee, the Additional Shareholders Candidate, if applicable, or their respective Replacements voted in favor of holding, or taking the steps required to hold, such extraordinary general meeting or the transactions to be approved at such meeting), (B) the Icahn Designees, the Additional Shareholders Candidate, if applicable, or their respective Replacements tender their resignation from the Board and (C) if applicable, the Shareholders provide written notice to the Company that the Shareholders do not intend to exercise their right to designate a Replacement pursuant to Section 1.3 herein; or

(f)    such other date established by mutual written agreement of the Company and the Shareholders.

The Parties expect that for the forty-five (45-) day period prior to the Company’s advance notice deadline for the submission of nominations for directors at the 2015 annual general meeting of shareholders (which deadline the Company and the Board agree shall not be earlier than March 1, 2015), the Company and the Shareholders may discuss extending this Agreement (including the possibility of renominating the Icahn Designees and, if applicable, the Additional Shareholders Candidate, for election at the Company's 2015 annual general meeting of shareholders); it being understood that the parties shall not be obligated to extend this Agreement and have no duty to negotiate in good faith or otherwise. If the parties do not agree, for any reason or no reason, each party shall have the right to terminate such discussions at any time, for any reason or no reason.

Article 5 shall survive the termination of this Agreement. No termination pursuant to Section 4.1 shall relieve any party hereto from liability for any breach of this Agreement prior to such termination.

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given to a party if delivered in person or sent by overnight delivery (providing proof of delivery) to the party at the following addresses (or at such other address for a party as shall be specified by like notice) on the date of delivery, or if by facsimile or electronic mail, upon confirmation of receipt:

 

Nothing in this Agreement, whether express or implied, is intended to or shall confer any rights, benefits or remedies under or by reason of this Agreement on any persons other than the parties hereto, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party.

The Company hereby agrees that: (i) the Icahn Designees are permitted to and may provide confidential information subject to and in accordance with the terms of the confidentiality agreement in the form attached hereto as Exhibit B (the “Confidentiality Agreement”) and (ii) the Company will execute and deliver the Confidentiality Agreement to the Shareholders substantially contemporaneously with execution and delivery thereof by the other signatories thereto.

 

The parties agree that the press release attached as Exhibits C hereto will be issued upon execution of this Agreement and no party will make any statement which is inconsistent with such press release.

During the Covered Period: (A) the Shareholders, their respective officers and directors and the Shareholders’ controlled affiliates shall refrain from making or causing to be made, by press release or similar public statement to the press or media, or in an SEC filing, any statement or announcement that constitutes an ad hominem attack on (as distinct from objective statements or announcements reflecting business criticism) the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past; provided, that, with respect to any statement or announcement reflecting business criticism that is made in writing, the Shareholders shall provide the Company with a copy of such statement or announcement at least forty-eight (48) hours (such time to commence at the time notice is provided to the Company setting forth such statement in accordance with Section 5.1) prior to making such statement (or such earlier time as the Company shall have made such statement public), and (B) the Company, its affiliates and their respective officers and directors shall refrain from making or causing to be made, by press release or similar public statement to the press or media, or in an SEC filing, any statement or announcement that constitutes an ad hominem attack on (as distinct from objective statements or announcements reflecting business criticism) the Shareholders, their officers or directors or any person who has served as an officer or director of the Shareholders in the past or the Icahn Designees (and the Additional Shareholder Candidate, if applicable); provided, that, with respect to any statement or announcement reflecting business criticism that is made in writing, the Company shall provide the Shareholders with a copy of such statement or announcement at least forty-eight (48) hours (such time to commence at the time notice is provided to the Shareholders in accordance with Section 5.1) prior to making such statement or announcement (or such earlier time as the Shareholders shall have made such statement public). The foregoing shall not prevent the making of any factual statement as required by applicable legal process, subpoena, or legal requirement or as part of a response to a request for information from any governmental authority with jurisdiction over the party from whom information is sought.

The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to this Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance,

breach or termination, shall be the city of Zurich, Switzerland. The Commercial Court of the Canton of Zurich (Handelsgericht des Kantons Zürich) shall have exclusive subject matter jurisdiction. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF SWITZERLAND, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF.

This Agreement and the rights and obligations herein may not be assigned or otherwise transferred, in whole or in part, without the express written consent of the other party. This Agreement, however, shall be binding on successors of the parties hereto.

This Agreement may only be amended pursuant to a written agreement executed by all the parties, and no waiver of compliance with any provision or condition of this Agreement and no consent provided for in this Agreement shall be effective unless evidenced by a written instrument executed by the party against whom such waiver or consent is to be effective. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

 

This Agreement (including the exhibits hereto) constitutes the entire agreement of all the parties and except as provided herein supersedes any and all prior and contemporaneous agreements, memoranda, arrangements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. No representation, warranty, promise, inducement or statement of intention has been made by any party which is not contained in this Agreement and no party shall be bound by, or be liable for, any alleged representation, promise, inducement or statement of intention not contained herein. The parties expressly disclaim reliance on any information, statements, representations or warranties regarding the subject matter of this Agreement other than the terms of this Agreement.

This Agreement may be executed in two or more counterparts (including by facsimile or .PDF transmission), each of which shall be deemed to be an original, but all of which together shall constitute one binding agreement on the parties, notwithstanding that not all parties are signatories to the same counterpart.

Except as otherwise explicitly provided for herein, all attorneys’ fees, costs and expenses incurred in connection with this Agreement and all matters related hereto will be paid by the party incurring such fees, costs or expenses.

The captions contained in this Agreement are for convenience only and shall not affect the construction or interpretation of any provisions of this Agreement.

The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in damages. It is accordingly agreed that the parties are entitled to seek an injunction or specific performance of the terms hereof in addition to any other remedies at law or in equity, and a party will not take any action, directly or indirectly, in opposition to another party seeking relief on the grounds that any other remedy or relief is available at law or in equity, and the parties further agree to waive any requirement for the security or posting of any bond in connection with such remedy or relief.

If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

In the event of any breach of this Agreement of the obligations with respect to the Board, such breach shall be deemed a breach by the Company. Any such breach shall be subject to all remedies available to the Shareholders, including but not limited to Section 5.12.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

 

By: /s/ Steven L. Newman        

Name: Steven L. Newman

Title: President & CEO

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

/s/ Samuel Merksamer                     

       

/s/ Vincent J. Intrieri                     

ICAHN PARTNERS MASTER FUND LP

ICAHN PARTNERS MASTER FUND II LP

ICAHN PARTNERS MASTER FUND III LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

HOPPER INVESTMENTS LLC

BARBERRY CORP.

HIGH RIVER LIMITED PARTNERSHIP

ICAHN CAPITAL LP

IPH GP LLC

ICAHN ENTERPRISES HOLDINGS L.P.

ICAHN ENTERPRISES G.P. INC.

November 10, 2013

To:     Each of the persons or entities listed on the last signature page hereto (“you” or the “Icahn Group”)

Ladies and Gentlemen:

If to the Company:    Transocean Ltd.

10 Chemin de Blandonnet

Geneva, Switzerland CH-1214

Attention: Allen Katz | Philippe A. Huber

Email: ***@***

Email: ***@***

            

With a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036-6522

Attention: Stephen F. Arcano

Email: ***@***

Attention: Richard J. Grossman

Email: ***@***

        

If to the Icahn Group:    Icahn Associates Corp.

767 Fifth Avenue, 47^th Floor

New York, New York 10153

Attention: Keith Cozza

Email: ***@***

With a copy to (which shall not constitute notice):

Icahn Associates Corp.

767 Fifth Avenue, 47^th Floor

New York, New York 10153

Attention: Keith Schaitkin

Email: ***@***

Attention: Andrew Langham

Email: ***@***

Very truly yours,

TRANSOCEAN LTD.

By:_/s/ Steven L. Newman_____________    

Name: Steven L. Newman

Title: President & CEO

Accepted and agreed as of the date first written above:

/s/ Carl Icahn__________

Additional Signatory