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Transocean Shareholders Approve All Proposals At Annual General Meeting; Company to Discontinue Dividend Payment

May 9, 2002
HOUSTON, May 9, 2002 (BUSINESS WIRE) -- At the company's Annual General Meetingheld today in St. James, Barbados, shareholders of Transocean Sedco Forex Inc.approved the company's name change to Transocean Inc. (NYSE:RIG). Because thenew name is similar to the previous name, the company's CINS (CUSIPInternational Numbering System) number pertaining to its ordinary shares willremain G90078109.

In addition, shareholders approved the re-election of Ronald L. Kuehn, Paul B.Loyd, Jr., Roberto L. Monti and Ian C. Strachan to the company's Board ofDirectors for three-year terms. Mr. Kuehn is former Chairman of the Board and acurrent director of El Paso Corporation. Mr. Loyd is former Chairman of theBoard and Chief Executive Officer of R&B Falcon Corporation, which was acquiredby the company in January 2001. Mr. Monti is the retired Executive VicePresident of Exploration and Production at Repsol YPF. Mr. Strachan is formerDeputy Chairman of Invensys plc.

Finally, shareholders approved the appointment of Ernst & Young LLP asindependent auditors for 2002.

Following the Annual General Meeting, the company's Board of Directors voted todiscontinue the payment of a cash dividend as part of a continuing effort toimplement strategies that contribute to an optimal capital structure and moreefficient allocation of cash flow. The elimination of the cash dividend willbecome effective following the payment of a final $0.03 per share dividenddeclared today by the company's Board. The final cash dividend will be payableon June 13, 2002, to shareholders of record on May 30, 2002.

In addressing the decision to eliminate the payment of a cash dividend, J.Michael Talbert, Chief Executive Officer of Transocean Inc., said, \"Since early2001, we have closed several financial transactions designed to establish themost advantageous capital structure for our company. These transactions, whichincluded debt retirement, debt exchanges and fixed to floating interest rateswaps, immediately provide enhanced financial and operational flexibility. Theelimination of a cash dividend represents a continuation of these efforts.Additionally, we believe the annual $39 million in cash required to produce adividend yield that has averaged less than one half percent over the past sixyears could be used more effectively to achieve enhanced shareholder returns.\"

Talbert added, \"Through mergers, acquisitions and new rig construction completedover the past 30 months, Transocean Inc. has become a company possessing soundfinancial strength and capacity which is best defined by a fleet contractbacklog of estimated revenues in excess of $3 billion, growing cash balances ofapproximately $600 million at present, a declining level of net debt, decliningcapital expenditure requirements, a non-core asset divestiture program and $800million in undrawn credit facilities.\"

Statements regarding future financial status of the company, revenues fromcontract backlog, growth of cash balances, declining net debt level and capitalexpenditure requirements, asset divestiture program and availability of creditfacilities, as well as any other statements that are not historical facts inthis release, are forward-looking statements that involve certain risks,uncertainties and assumptions. These include but are not limited to the futureprice of oil and gas, demand for rigs, operating hazards and delays, risksassociated with international operations, actions by customers and other thirdparties, competition, risks of drilling, contract terminations or suspensionsand other factors detailed in the company's most recent Form 10-K for the yearended December 31, 2001 and other filings with the Securities and ExchangeCommission. Should one or more of these risks or uncertainties materialize, orshould underlying assumptions prove incorrect, actual results may varymaterially from those indicated.

Transocean Inc. is the world's largest offshore drilling contractor with morethan 150 fully or partially owned or operated mobile offshore drilling units,inland drilling barges and other assets utilized in the support of offshoredrilling activities worldwide. The company's mobile offshore drilling fleet isconsidered one of the most modern and versatile in the world with 31high-specification semisubmersibles and drillships, 28 other semisubmersiblesand one drillship and 54 jackup drilling rigs, of which 28 are located in theU.S. Gulf of Mexico. Transocean Inc. specializes in technically demandingsegments of the offshore drilling business, including industry-leading positionsin deepwater and harsh environment drilling services. With a current equitymarket capitalization in excess of $11.5 billion, the company's ordinary sharesare traded on the New York Stock Exchange under the symbol \"RIG.\"

CONTACT:          Transocean Inc., Houston                  Analyst Contact:                  Jeffrey L. Chastain, 713/232-7551                  or                  Media Contact:                  Guy A. Cantwell, 713/232-7647