Consulting Agreement Letter

Exhibit 10.1

Gregory L. Cauthen

4528 Maple Street

Bellaire, TX 77401

Dear Greg:

You have notified Transocean Offshore Deepwater Drilling Inc. (the “Company”) that you have elected to terminate your employment as of August 31, 2009. The Company desires to secure your services in a consulting capacity following your termination of employment, and you have agreed to provide these services. In connection therewith, the Company and you agree to the terms of this agreement (“Agreement”) as follows:

You will resign as an officer, director, and employee of the Company and its affiliates, as applicable, including as an officer of Transocean Ltd., effective August 31, 2009. Thereafter, you will become a consultant to the Company from September 1, 2009 until the earlier of any termination under Section 5 herein, or August 31, 2010 (the “Consulting Period”).

During the Consulting Period, you will receive a monthly consulting fee of $44,583.33.

Subject to Paragraph 4, below, during the Consulting Period you agree to be on call with reasonable notice at reasonable times to work on special projects as selected by the Company, including, but not limited to, tax planning and reporting, evaluation and due diligence with respect to proposed transactions, and system design and enterprise resources planning (ERP). You acknowledge that during the Consulting Period you will be an "independent contractor" and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship during that time. You will have no authority to act as an agent of the Company or its affiliates, including Transocean Ltd., and you shall not represent to the contrary to any person. Although the Company may specify the tasks to be performed by you and may control and direct you in that regard, the Company shall not control or direct you as to the details or means by which such tasks are accomplished.

You will continue to be bound as a consultant with the standards of conduct required of consultants including but not limited to the Company’s Code of Business Conduct and Ethics and the Company’s Insider Trading and Confidential Information Policy. The Company understands that you may seek a board of directors position, employment or consulting opportunities with its customers , competitors or suppliers and consents to such provided that you continue to preserve Company’s confidential information. Provided however, that in the event you seek a board of directors’ position, employment or consulting opportunities with a competitor of the Company, written consent by the Company’s Chief Executive Officer will be required. The Company agrees to structure your consulting services so as not to unreasonably conflict or interfere with any future employment or consulting work.

The Company may terminate this Agreement only for “good cause” upon ten (10) business days’ written notice of any breach and your failure to promptly cure such breach. Good cause shall mean material breach of the obligations set forth in Paragraphs 1, 3, 4, 10, 11, 12 or 13 of this Agreement. You may voluntarily terminate your employment prior to August 31, 2009, and may voluntarily terminate the consulting arrangement during the Consulting Period at any time with written notice to the Company. The benefits set forth below in Section 6 are contingent upon your continued service through August 31, 2009, unless terminated earlier by the Company.

You will participate in the Company benefits only as set forth below. Your participation is further subject to the terms and conditions of each individual plan pursuant to any elections made by you. In addition, your participation is subject to any of the benefit plans being amended, changed or terminated by the Company at its sole discretion.

You will participate in the Company’s Performance Award and Cash Bonus Plan for calendar year 2009 through August 31, 2009. Your bonus opportunity is 75% of your actual base salary earnings for January through August 31, 2009. Payment, if any as determined by the Executive Compensation Committee of the Board of Directors, will be made in early 2010 as per normal practice.

You will not receive additional awards under the Company’s Long Term Incentive Plan (“LTIP”).

All awards previously granted under the LTIP will, for purposes of this Agreement, be treated as if the Company has terminated your employment for its convenience (“Convenience of the Company”) on August 31, 2009. For the

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avoidance of doubt, the following provides detail regarding the award treatment with respect to restricted stock awards (“RSAs”), contingent deferred units (CDUs) and non-qualified stock options (NQ Options):

* In the event of a termination of employment for the “Convenience of the Company,” you receive a pro-rata portion of outstanding CDUs. The pro-rata portion of the CDUs is determined by multiplying the number of CDUs which would have otherwise been earned had your employment not been terminated by a fraction, the numerator of which is the number of calendar days you were employed during the performance cycle (which for purposes of this Agreement is 419 days for the 7/09/08 award and 201 days for the 2/12/09 award) after the grant date and the denominator of which is the total number of calendar days in the performance cycle after the grant date (906 and 1,053, respectively for the 7/09/08 and 2/12/09 awards. The determination of the vested awards will be made within the first 60 days of 2011 for the 7/09/08 award and 2012 for the 2/12/09 award and the distribution of the vested portion of the award will be made on March 15, 2011 and 2012, respectively.

You should review the applicable grant letters as to specific treatment under the Convenience of the Company termination provision.

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As of September 1, 2009, you will no longer be able to participate in the U.S. Savings Plan. The payment of your benefit under the U.S. Savings Plan will be made in accordance with the applicable terms of that plan based on your termination date of August 31, 2009.

As of September 1, 2009, you will no longer be able to participate in the U.S. Retirement Plan. The payment of your benefit under the U.S. Retirement Plan will be made in accordance with the applicable terms of that plan based on your termination date of August 31, 2009.

You will receive a lump sum payment of $1,190,598 in full satisfaction of your benefit under the Pension Equalization Plan, which you acknowledge is in excess of the amount to which you would otherwise be entitled under the terms of that plan. You will receive this payment in accordance with the payment timing provisions of the Pension Equalization Plan, including the provisions applicable to “specified employees” pursuant to Section 409A.

As of March 31, 2009, your balance in the Deferred Compensation Plan was $86,407.33. The payment of your benefit under the Deferred Compensation Plan will be made in accordance with the applicable terms of that plan based on your termination date of August 31, 2009.

You shall continue to receive the Company’s group medical insurance benefits at Company expense until August 31, 2009, which date shall be the “qualifying event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If you timely elect to continue your group medical insurance benefits under COBRA following such date, you will not be eligible for benefits under the Company’s retiree health plans. If you waive your right to continue to receive the Company’s group medical insurance benefits under COBRA (by failing to elect COBRA by the applicable deadline), then as of September 1, 2009, you will be deemed to have met the requirements for coverage under the Company’s retiree health plans, as and to the extent such plans are in effect from time to time, with the proviso that if you secure other employment, such retiree health coverage will be secondary to any coverage by such other employer. As a condition to coverage, you will be required to pay the full cost of the retiree health plan in which you participate, as determined by the Company.

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As of September 1, 2009, you will not be eligible for sick pay under the Company’s medical leave of absence policies.

As of September 1, 2009, you will not be eligible for long term disability coverage.

You will receive a lump sum payment no later than September 15, 2009 for any earned, unused vacation accrued through August 31, 2009. No vacation will accrue after August 31, 2009.

You will not be eligible to participate in any severance plan or arrangement established by the Company or its affiliates, including Transocean Ltd., and you agree that you will have no right to claim a benefit under any severance plan or arrangement after the date of this Agreement.

Any other benefits or perquisites not listed above or otherwise limited and not afforded consultants of the Company will cease as of August 31, 2009.

In exchange for this Agreement you agree, on behalf of yourself, your heirs, relations, successors, executors, administrators, assigns, agents, representatives, attorneys, and anyone acting on your behalf as follows:

You irrevocably and unconditionally release, acquit, and forever discharge Transocean Offshore Deepwater Drilling Inc., Transocean Ltd., and their predecessors, successors, parent and affiliated companies (collectively, the “Transocean Group”), and its and their past and present officers, directors, attorneys,