EXHIBIT 4.3

                         DIAMOND OFFSHORE DRILLING, INC.

                          4.875% SENIOR NOTES DUE 2015

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                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                      June 14, 2005
Goldman, Sachs & Co.,
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

      Diamond Offshore Drilling, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to Goldman, Sachs & Co. (the "Purchaser") upon the
terms set forth in the Purchase Agreement (as defined herein) its 4.875% Senior
Notes due 2015. As an inducement to the Purchaser to enter into the Purchase
Agreement and in satisfaction of a condition to the obligations of the Purchaser
thereunder, the Company agrees with the Purchaser for the benefit of holders (as
defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

      1. Certain Definitions. For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:

      "Base Interest" shall mean the interest that would otherwise accrue on the
   Securities under the terms thereof and the Indenture, without giving effect
   to the provisions of this Agreement.

      The term "broker-dealer" shall mean any broker or dealer registered with
   the Commission under the Exchange Act.

      "Closing Date" shall mean the date on which the Securities are initially
   issued.

      "Commission" shall mean the United States Securities and Exchange
   Commission, or any other federal agency at the time administering the
   Exchange Act or the Securities Act, whichever is the relevant statute for the
   particular purpose.

      "Effective Time," in the case of (i) an Exchange Registration, shall mean
   the time and date as of which the Commission declares the Exchange
   Registration Statement effective or as of which the Exchange Registration
   Statement otherwise becomes effective and (ii) a Shelf Registration, shall
   mean the time and date as of which the Commission declares the Shelf
   Registration Statement effective or as of which the Shelf Registration
   Statement otherwise becomes effective.

      "Electing Holder" shall mean any holder of Registrable Securities that has
   returned a completed and signed Notice and Questionnaire to the Company in
   accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

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      "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
   successor thereto, as the same shall be amended from time to time.

      "Exchange Offer" shall have the meaning assigned thereto in Section 2(a)
   hereof.

      "Exchange Registration" shall have the meaning assigned thereto in Section
   3(c) hereof.

      "Exchange Registration Statement" shall have the meaning assigned thereto
   in Section 2(a) hereof.

      "Exchange Securities" shall have the meaning assigned thereto in Section
   2(a) hereof.

      The term "holder" shall mean the Purchaser and other persons who acquire
   Registrable Securities from time to time (including any successors or
   assigns), in each case for so long as such person owns any Registrable
   Securities.

      "Indenture" shall mean the Indenture, dated as of February 4, 1997,
   between the Company and The Chase Manhattan Bank (now known as JPMorgan Chase
   Bank, National Association), as Trustee, as supplemented by a fifth
   supplemental indenture dated as of June 14, 2005, as the same shall be
   amended from time to time.

      "Notice and Questionnaire" means a Notice of Registration Statement and
   Selling Securityholder Questionnaire substantially in the form of Exhibit A
   hereto.

      The term "person" shall mean a corporation, association, partnership,
   organization, business, individual, government or political subdivision
   thereof or governmental agency.

      "Purchase Agreement" shall mean the Purchase Agreement, dated as of June
   9, 2005, between the Purchaser and the Company relating to the Securities.

      "Purchaser" shall mean Goldman, Sachs & Co.

      "Registrable Securities" shall mean the Securities; provided, however,
   that a Security shall cease to be a Registrable Security when (i) in the
   circumstances contemplated by Section 2(a) hereof, the Security has been
   exchanged for an Exchange Security in an Exchange Offer as contemplated in
   Section 2(a) hereof (provided that any Exchange Security that, pursuant to
   the last two sentences of Section 2(a), is included in a prospectus for use
   in connection with resales by broker-dealers shall be deemed to be a
   Registrable Security with respect to Sections 5, 6 and 9 until resale of such
   Registrable Security has been effected within the 180-day period referred to
   in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b)
   hereof, a Shelf Registration Statement registering such Security under the
   Securities Act has been declared or becomes effective and such Security has
   been sold or otherwise transferred by the holder thereof pursuant to and in a
   manner contemplated by such effective Shelf Registration Statement; (iii)
   such Security is sold pursuant to Rule 144 under circumstances in which any
   legend borne by such Security relating to restrictions on transferability
   thereof, under the Securities Act or otherwise, is removed by the Company or
   pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant
   to paragraph (k) of Rule 144; or (v) such Security shall cease to be
   outstanding.

      "Registration Default" shall have the meaning assigned thereto in Section
   2(c) hereof.

      "Registration Expenses" shall have the meaning assigned thereto in Section
   4 hereof.

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      "Resale Period" shall have the meaning assigned thereto in Section 2(a)
   hereof.

      "Restricted Holder" shall mean (i) a holder that is an affiliate of the
   Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
   Securities outside the ordinary course of such holder's business, (iii) a
   holder who has arrangements or understandings with any person to participate
   in the Exchange Offer for the purpose of distributing Exchange Securities and
   (iv) a holder that is a broker-dealer, but only with respect to Exchange
   Securities received by such broker-dealer pursuant to an Exchange Offer in
   exchange for Registrable Securities acquired by the broker-dealer directly
   from the Company.

      "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule
   promulgated under the Securities Act (or any successor provision), as the
   same shall be amended from time to time.

      "Securities" shall mean, collectively, the 4.875% Senior Notes due 2015 of
   the Company to be issued and sold to the Purchaser, and securities issued in
   exchange therefor or in lieu thereof pursuant to the Indenture.

      "Securities Act" shall mean the Securities Act of 1933, or any successor
   thereto, as the same shall be amended from time to time.

      "Shelf Registration" shall have the meaning assigned thereto in Section
   2(b) hereof.

      "Shelf Registration Statement" shall have the meaning assigned thereto in
   Section 2(b) hereof.

      "Special Interest" shall have the meaning assigned thereto in Section 2(c)
   hereof.

      "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any
   successor thereto, and the rules, regulations and forms promulgated
   thereunder, all as the same shall be amended from time to time.

      Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

      2. Registration Under the Securities Act.

      (a) Except as set forth in Section 2(b) below, the Company agrees to file
   under the Securities Act no later than 150 days after the Closing Date, a
   registration statement relating to an offer to exchange (such registration
   statement, the "Exchange Registration Statement", and such offer, the
   "Exchange Offer") any and all of the Securities for a like aggregate
   principal amount of debt securities issued by the Company, which debt
   securities are substantially identical in all material respects to the
   Securities (and are entitled to the benefits of a trust indenture which is
   substantially identical in all material respects to the Indenture or is the
   Indenture and which has been qualified under the Trust Indenture Act), except
   that they have been registered pursuant to an effective registration
   statement under the Securities Act and do not contain provisions for the
   additional interest contemplated in Section 2(c) below (such new debt
   securities hereinafter called "Exchange Securities"). The Company agrees to
   use its reasonable efforts to cause the Exchange Registration Statement to
   become effective under the Securities Act no later than 210 days after the
   Closing Date. The Exchange Offer will be registered under the Securities Act
   on the

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   appropriate form and will comply with all applicable tender offer rules and
   regulations under the Exchange Act. The Company further agrees, unless the
   Exchange Offer would not be permitted by applicable law or Commission policy,
   to use its reasonable best efforts to commence and complete the Exchange
   Offer promptly, but no later than 45 days after such registration statement
   has become effective, hold the Exchange Offer open for at least 30 days and
   exchange Exchange Securities for all Registrable Securities that have been
   properly tendered and not withdrawn on or prior to the expiration of the
   Exchange Offer. The Exchange Offer will be deemed to have been "completed"
   only if the debt securities received by holders other than Restricted Holders
   in the Exchange Offer for Registrable Securities are, upon receipt,
   transferable by each such holder without restriction under the Securities Act
   and the Exchange Act and without material restrictions under the blue sky or
   securities laws of a substantial majority of the States of the United States
   of America. The Exchange Offer shall be deemed to have been completed upon
   the earlier to occur of (i) the Company having exchanged the Exchange
   Securities for all outstanding Registrable Securities pursuant to the
   Exchange Offer and (ii) the Company having exchanged, pursuant to the
   Exchange Offer, Exchange Securities for all Registrable Securities that have
   been properly tendered and not withdrawn before the expiration of the
   Exchange Offer, which shall be on a date that is at least 30 days following
   the commencement of the Exchange Offer. The Company agrees (x) to include in
   the Exchange Registration Statement a prospectus for use in any resales by
   any holder of Exchange Securities that is a broker-dealer and (y) to keep
   such Exchange Registration Statement effective for a period (the "Resale
   Period") beginning when Exchange Securities are first issued in the Exchange
   Offer and ending upon the earlier of the expiration of the 180th day after
   the Exchange Offer has been completed or such time as such broker-dealers no
   longer own any Registrable Securities. With respect to such Exchange
   Registration Statement, such holders shall have the benefit of the rights of
   indemnification and contribution set forth in Sections 6(a), (c), (d) and (e)
   hereof.

      (b) If (i) on or prior to the time the Exchange Offer is completed
   existing Commission interpretations are changed such that the debt securities
   received by holders other than Restricted Holders in the Exchange Offer for
   Registrable Securities are not or would not be, upon receipt, transferable by
   each such holder without restriction under the Securities Act, (ii) the
   Exchange Offer has not been completed within 255 days following the Closing
   Date or (iii) a holder of the Securities notifies the Company in writing,
   prior to the 20th day following the time the Exchange Offer is completed,
   that the Exchange Offer is not available to such holder of the Securities,
   the Company shall, in lieu of (or, in the case of clause (iii), in addition
   to) conducting the Exchange Offer contemplated by Section 2(a), file under
   the Securities Act as soon as reasonably practicable, but no later than 60
   days after the time such obligation to file arises, a "shelf" registration
   statement providing for the registration of, and the sale on a continuous or
   delayed basis by the holders of, all of the Registrable Securities, pursuant
   to Rule 415 or any similar rule that may be adopted by the Commission (such
   filing, the "Shelf Registration" and such registration statement, the "Shelf
   Registration Statement"). The Company agrees to use its reasonable efforts
   (x) to cause the Shelf Registration Statement to become or be declared
   effective no later than 120 days after such Shelf Registration Statement is
   filed and to keep such Shelf Registration Statement continuously effective
   for a period ending on the earlier of the second anniversary of the Effective
   Time or such time as there are no longer any Registrable Securities
   outstanding, provided, however, that no holder shall be entitled to be named
   as a selling securityholder in the Shelf Registration Statement or to use the
   prospectus forming a part thereof for resales of Registrable Securities
   unless such holder is an Electing Holder and has provided the Company the
   information required by applicable law to be included in the Shelf
   Registration Statement with respect to such Electing Holder, and (y) after
   the Effective Time of the Shelf

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   Registration Statement, promptly upon the request of any holder of
   Registrable Securities that is not then an Electing Holder, to take any
   action reasonably necessary to enable such holder to use the prospectus
   forming a part thereof for resales of Registrable Securities, including,
   without limitation, any action necessary to identify such holder as a selling
   securityholder in the Shelf Registration Statement, provided, however, that
   nothing in this Clause (y) shall relieve any such holder of the obligation to
   return a completed and signed Notice and Questionnaire to the Company in
   accordance with Section 3(d) (ii) or 3(d)(iii) hereof, as applicable, and to
   provide the Company with all information required by applicable law to be
   included in the Shelf Registration Statement with respect to such holder. The
   Company further agrees to supplement or make amendments to the Shelf
   Registration Statement, as and when required by the rules, regulations or
   instructions applicable to the registration form used by the Company for such
   Shelf Registration Statement or by the Securities Act or rules and
   regulations thereunder for shelf registration, and the Company agrees to
   furnish to each Electing Holder copies of any such supplement or amendment
   prior to its being used or promptly following its filing with the Commission.

      (c) In the event that (i) the Company has not filed the Exchange
   Registration Statement or Shelf Registration Statement on or before the date
   on which such registration statement is required to be filed pursuant to
   Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration
   Statement or Shelf Registration Statement has not become effective or been
   declared effective by the Commission on or before the date on which such
   registration statement is required to become or be declared effective
   pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer
   has not been completed within 45 days after the initial effective date of the
   Exchange Registration Statement relating to the Exchange Offer (if the
   Exchange Offer is then required to be made), or (iv) any Exchange
   Registration Statement or Shelf Registration Statement required by Section
   2(a) or 2(b) hereof is filed and declared effective but shall thereafter
   either be withdrawn by the Company or shall become subject to an effective
   stop order issued pursuant to Section 8(d) of the Securities Act suspending
   the effectiveness of such registration statement (except as specifically
   permitted herein) without being succeeded promptly by an additional
   registration statement filed and declared effective, or (v) any Shelf
   Registration Statement required by Section 2(b) hereof is filed and declared
   effective but shall thereafter be suspended by the Company pursuant to
   Section 3(h) hereof (each such event referred to in clauses (i) through (v),
   a "Registration Default" and each period during which a Registration Default
   has occurred and is continuing, a "Registration Default Period"), then, as
   liquidated damages for such Registration Default, subject to the provisions
   of Section 9(b), special interest ("Special Interest"), in addition to the
   Base Interest, shall accrue at a per annum rate of 0.25% for the first 90
   days of the Registration Default Period, at a per annum rate 0.50% thereafter
   for the remaining portion of the Registration Default Period. In no event
   shall Special Interest in respect of a Registration Default exceed a per
   annum rate of 0.50%.

      (d) The Company shall use its reasonable best efforts to take all actions
   necessary or advisable to be taken by it to ensure that the transactions
   contemplated herein are effected as so contemplated.

      (e) Any reference herein to a registration statement as of any time shall
   be deemed to include any document incorporated, or deemed to be incorporated,
   therein by reference as of such time and any reference herein to any
   post-effective amendment to a registration statement as of any time shall be
   deemed to include any document incorporated, or deemed to be incorporated,
   therein by reference as of such time.

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      3. Registration Procedures.

      If the Company files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:

      (a) At or before the Effective Time of the Exchange Offer or the Shelf
   Registration, as the case may be, the Company shall qualify the Indenture
   under the Trust Indenture Act of 1939.

      (b) In the event that such qualification would require the appointment of
   a new trustee under the Indenture, the Company shall appoint a new trustee
   thereunder pursuant to the applicable provisions of the Indenture.

      (c) In connection with the Company's obligations with respect to the
   registration of Exchange Securities as contemplated by Section 2(a) (the
   "Exchange Registration"), if applicable, the Company shall, as soon as
   reasonably practicable (or as otherwise specified):

         (i) prepare and file with the Commission no later than 150 days after
      the Closing Date, an Exchange Registration Statement on any form which may
      be utilized by the Company and which shall permit the Exchange Offer and
      resales of Exchange Securities by broker-dealers during the Resale Period
      to be effected as contemplated by Section 2(a), and use its reasonable
      efforts to cause such Exchange Registration Statement to become effective
      no later than 210 days after the Closing Date;

         (ii) as soon as reasonably practicable prepare and file with the
      Commission such amendments and supplements to such Exchange Registration
      Statement and the prospectus included therein as may be necessary to
      effect and maintain the effectiveness of such Exchange Registration
      Statement for the periods and purposes contemplated in Section 2(a) hereof
      and as may be required by the applicable rules and regulations of the
      Commission and the instructions applicable to the form of such Exchange
      Registration Statement, and promptly provide each broker-dealer holding
      Exchange Securities with such number of copies of the prospectus included
      therein (as then amended or supplemented), in conformity in all material
      respects with the requirements of the Securities Act and the Trust
      Indenture Act and the rules and regulations of the Commission thereunder,
      as such broker-dealer reasonably may request prior to the expiration of
      the Resale Period, for use in connection with resales of Exchange
      Securities;

         (iii) promptly notify each broker-dealer that has requested or received
      copies of the prospectus included in such registration statement, and
      confirm such advice in writing, (A) when such Exchange Registration
      Statement or the prospectus included therein or any prospectus amendment
      or supplement or post-effective amendment has been filed, and, with
      respect to such Exchange Registration Statement or any post-effective
      amendment, when the same has become effective, (B) of any comments by the
      Commission and by the blue sky or securities commissioner or regulator of
      any state with respect thereto or any request by the Commission for
      amendments or supplements to such Exchange Registration Statement or
      prospectus or for additional information, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of such Exchange
      Registration Statement or the initiation or threatening of any proceedings
      for that purpose, (D) if at any time the representations and warranties of
      the Company contemplated by Section 5 cease to be true and correct in all
      material respects, (E) of the receipt by the Company of any notification
      with respect to the suspension of the qualification of the Exchange
      Securities for sale in any jurisdiction or the initiation or threatening
      of

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      any proceeding for such purpose, or (F) at any time during the Resale
      Period when a prospectus is required to be delivered under the Securities
      Act, that such Exchange Registration Statement, prospectus, prospectus
      amendment or supplement or post-effective amendment does not conform in
      all material respects to the applicable requirements of the Securities Act
      and the Trust Indenture Act and the rules and regulations of the
      Commission thereunder or contains an untrue statement of a material fact
      or omits to state any material fact required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing;

         (iv) in the event that the Company would be required, pursuant to
      Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange
      Securities, without delay prepare and furnish to each such holder a
      reasonable number of copies of a prospectus supplemented or amended so
      that, as thereafter delivered to purchasers of such Exchange Securities
      during the Resale Period, such prospectus shall conform in all material
      respects to the applicable requirements of the Securities Act and the
      Trust Indenture Act and the rules and regulations of the Commission
      thereunder and shall not contain an untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary
      to make the statements therein not misleading in light of the
      circumstances then existing;

         (v) use its reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of such Exchange Registration Statement
      or any post-effective amendment thereto at the earliest practicable date;

         (vi) use its reasonable best efforts to (A) register or qualify the
      Exchange Securities under the securities laws or blue sky laws of such
      jurisdictions as are contemplated by Section 2(a) no later than the
      commencement of the Exchange Offer, (B) keep such registrations or
      qualifications in effect and comply with such laws so as to permit the
      continuance of offers, sales and dealings therein in such jurisdictions
      until the expiration of the Resale Period and (C) take any and all other
      actions as may be reasonably necessary or advisable to enable each
      broker-dealer holding Exchange Securities to consummate the disposition
      thereof in such jurisdictions; provided, however, that the Company shall
      not be required for any such purpose to (1) qualify as a foreign
      corporation in any jurisdiction wherein it would not otherwise be required
      to qualify but for the requirements of this Section 3(c)(vi), (2) consent
      to general service of process or subject itself to material taxation in
      any such jurisdiction or (3) make any changes to its certificate of
      incorporation or by-laws or any agreement between it and its stockholders;

         (vii) use its reasonable best efforts to obtain the consent or approval
      of each governmental agency or authority, whether federal, state or local,
      which may be required to effect the Exchange Registration, the Exchange
      Offer and the offering and sale of Exchange Securities by broker-dealers
      during the Resale Period;

         (viii) provide a CUSIP number for all Exchange Securities, not later
      than the applicable Effective Time;

         (ix) comply with all applicable rules and regulations of the
      Commission, and make generally available to its securityholders as soon as
      reasonably practicable but no later than eighteen months after the
      effective date of such Exchange Registration Statement, an earning
      statement of the Company and its subsidiaries complying with

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         Section 11(a) of the Securities Act (including, at the option of the
         Company, Rule 158 thereunder).

      (d) In connection with the Company's obligations with respect to the Shelf
   Registration, if applicable, the Company shall, as soon as reasonably
   practicable (or as otherwise specified):

         (i) prepare and file with the Commission, as soon as reasonably
      practicable but in any case within the time periods specified in Section
      2(b), a Shelf Registration Statement on any form which may be utilized by
      the Company and which shall register all of the Registrable Securities for
      resale by the holders thereof in accordance with such method or methods of
      disposition as may be specified by such of the holders as, from time to
      time, may be Electing Holders and use its reasonable best efforts to cause
      such Shelf Registration Statement to become effective as soon as
      reasonably practicable but in any case within the time periods specified
      in Section 2(b);

         (ii) not less than 30 calendar days prior to the Effective Time of the
      Shelf Registration Statement, mail the Notice and Questionnaire to the
      holders of Registrable Securities; no holder shall be entitled to be named
      as a selling securityholder in the Shelf Registration Statement as of the
      Effective Time, and no holder shall be entitled to use the prospectus
      forming a part thereof for resales of Registrable Securities at any time,
      unless such holder has returned a completed and signed Notice and
      Questionnaire to the Company by the deadline for response set forth
      therein; provided, however, holders of Registrable Securities shall have
      at least 28 calendar days from the date on which the Notice and
      Questionnaire is first mailed to such holders to return a completed and
      signed Notice and Questionnaire to the Company;

         (iii) after the Effective Time of the Shelf Registration Statement,
      upon the request of any holder of Registrable Securities that is not then
      an Electing Holder, promptly send a Notice and Questionnaire to such
      holder; provided that the Company shall not be required to take any action
      to name such holder as a selling securityholder in the Shelf Registration
      Statement or to enable such holder to use the prospectus forming a part
      thereof for resales of Registrable Securities until such holder has
      returned a completed and signed Notice and Questionnaire to the Company;

         (iv) as soon as reasonably practicable prepare and file with the
      Commission such amendments and supplements to such Shelf Registration
      Statement and the prospectus included therein as may be necessary to
      effect and maintain the effectiveness of such Shelf Registration Statement
      for the period specified in Section 2(b) hereof and as may be required by
      the applicable rules and regulations of the Commission and the
      instructions applicable to the form of such Shelf Registration Statement,
      and furnish to the Electing Holders copies of any such supplement or
      amendment simultaneously with or prior to its being used or filed with the
      Commission;

         (v) comply with the provisions of the Securities Act with respect to
      the disposition of all of the Registrable Securities covered by such Shelf
      Registration Statement in accordance with the intended methods of
      disposition by the Electing Holders provided for in such Shelf
      Registration Statement;

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         (vi) provide (A) the Electing Holders, (B) the underwriters (which
      term, for purposes of this Exchange and Registration Rights Agreement,
      shall include a person deemed to be an underwriter within the meaning of
      Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or
      placement agent therefor, (D) counsel for any such underwriter or agent
      and (E) not more than one counsel for all the Electing Holders the
      opportunity to participate in the preparation of such Shelf Registration
      Statement, each prospectus included therein or filed with the Commission
      and each amendment or supplement thereto;

         (vii) for a reasonable period prior to the filing of such Shelf
      Registration Statement, and throughout the period specified in Section
      2(b), make available at reasonable times at the Company's principal place
      of business or such other reasonable place for inspection by the persons
      referred to in Section 3(d)(vi) who shall certify to the Company in
      writing that they have a current intention to sell the Registrable
      Securities pursuant to the Shelf Registration such financial and other
      information and books and records of the Company, and cause the officers,
      employees, counsel and independent certified public accountants of the
      Company to respond to such inquiries, as shall be reasonably necessary, in
      the judgment of the respective counsel referred to in such Section, to
      conduct a reasonable investigation within the meaning of Section 11 of the
      Securities Act; provided, however, that each such party shall be required
      to maintain in confidence and not to disclose to any other person any
      information or records reasonably designated by the Company as being
      confidential, until such time as (A) such information becomes a matter of
      public record (whether by virtue of its inclusion in such registration
      statement or otherwise), or (B) such person shall be required so to
      disclose such information pursuant to a subpoena or order of any court or
      other governmental agency or body having jurisdiction over the matter
      (subject to the requirements of such order, and only after such person
      shall have given the Company prompt prior written notice of such
      requirement), or (C) such information is required to be set forth in such
      Shelf Registration Statement or the prospectus included therein or in an
      amendment to such Shelf Registration Statement or an amendment or
      supplement to such prospectus in order that such Shelf Registration
      Statement, prospectus, amendment or supplement, as the case may be,
      complies with applicable requirements of the federal securities laws and
      the rules and regulations of the Commission and does not contain an untrue
      statement of a material fact or omit to state therein a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing;

         (viii) promptly notify each of the Electing Holders, any sales or
      placement agent therefor and any underwriter thereof (which notification
      may be made through any managing underwriter that is a representative of
      such underwriter for such purpose) and confirm such advice in writing, (A)
      when such Shelf Registration Statement or the prospectus included therein
      or any prospectus amendment, prospectus supplement in which any such
      Electing Holder is named or post-effective amendment has been filed, and,
      with respect to such Shelf Registration Statement or any post-effective
      amendment, when the same has become effective, (B) of any comments by the
      Commission and by the blue sky or securities commissioner or regulator of
      any state with respect thereto or any request by the Commission for
      amendments or supplements to such Shelf Registration Statement or
      prospectus or for additional information, (C) of the issuance by the
      Commission of any stop order suspending the effectiveness of such Shelf
      Registration Statement or the initiation or threatening of any proceedings
      for that purpose, (D) if at any time the represen-

                                       9

      tations and warranties of the Company contemplated by Section 3(d)(xvii)
      or Section 5 cease to be true and correct in all material respects, (E) of
      the receipt by the Company of any notification with respect to the
      suspension of the qualification of the Registrable Securities for sale in
      any jurisdiction or the initiation or threatening of any proceeding for
      such purpose, or (F) if at any time when a prospectus is required to be
      delivered under the Securities Act, that such Shelf Registration
      Statement, prospectus, prospectus amendment or supplement or
      post-effective amendment does not conform in all material respects to the
      applicable requirements of the Securities Act and the Trust Indenture Act
      and the rules and regulations of the Commission thereunder or contains an
      untrue statement of a material fact or omits to state any material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in light of the circumstances then existing;

         (ix) use its reasonable best efforts to obtain the withdrawal of any
      order suspending the effectiveness of such registration statement or any
      post-effective amendment thereto at the earliest practicable date;

         (x) if requested by any managing underwriter or underwriters, any
      placement or sales agent or any Electing Holder, promptly incorporate in a
      prospectus supplement or post-effective amendment such information as is
      required by the applicable rules and regulations of the Commission and as
      such managing underwriter or underwriters, such agent or such Electing
      Holder reasonably specifies should be included therein relating to the
      terms of the sale of such Registrable Securities, including information
      with respect to the principal amount of Registrable Securities being sold
      by such Electing Holder or agent or to any underwriters, the name and
      description of such Electing Holder, agent or underwriter, the offering
      price of such Registrable Securities and any discount, commission or other
      compensation payable in respect thereof, the purchase price being paid
      therefor by such underwriters and with respect to any other terms of the
      offering of the Registrable Securities to be sold by such Electing Holder
      or agent or to such underwriters; and make all required filings of such
      prospectus supplement or post-effective amendment promptly after
      notification of the matters to be incorporated in such prospectus
      supplement or post-effective amendment;

         (xi) furnish to each Electing Holder, each placement or sales agent, if
      any, therefor, each underwriter, if any, thereof and the respective
      counsel referred to in Section 3(d)(vi): (A) upon request therefor, an
      executed copy (or, in the case of an Electing Holder, a conformed copy) of
      such Shelf Registration Statement, each such amendment and supplement
      thereto (in each case including all exhibits thereto (in the case of an
      Electing Holder of Registrable Securities, upon request) and documents
      incorporated by reference therein) and (B) such number of copies of such
      Shelf Registration Statement (excluding exhibits thereto and documents
      incorporated by reference therein unless specifically so requested by such
      Electing Holder, agent or underwriter, as the case may be) and of the
      prospectus included in such Shelf Registration Statement (including each
      preliminary prospectus and any summary prospectus), in conformity in all
      material respects with the applicable requirements of the Securities Act
      and the Trust Indenture Act and the rules and regulations of the
      Commission thereunder, and such other documents, as such Electing Holder,
      agent, if any, and underwriter, if any, may reasonably request in order to
      facilitate the offering and disposition of the Registrable Securities
      owned by such Electing Holder, offered or sold by such agent or
      underwritten by such underwriter and to permit such Electing Holder, agent
      and underwriter to satisfy the prospectus delivery requirements of the
      Securities Act; and the Company hereby consents to the use of

                                       10

      such prospectus (including such preliminary and summary prospectus) and
      any amendment or supplement thereto by each such Electing Holder and by
      any such agent and underwriter, in each case in the form most recently
      provided to such person by the Company, in connection with the offering
      and sale of the Registrable Securities covered by the prospectus
      (including such preliminary and summary prospectus) or any supplement or
      amendment thereto;

         (xii) use reasonable best efforts to (A) register or qualify the
      Registrable Securities to be included in such Shelf Registration Statement
      under such securities laws or blue sky laws of such jurisdictions as any
      Electing Holder and each placement or sales agent, if any, therefor and
      underwriter, if any, thereof shall reasonably request, (B) keep such
      registrations or qualifications in effect and comply with such laws so as
      to permit the continuance of offers, sales and dealings therein in such
      jurisdictions during the period the Shelf Registration is required to
      remain effective under Section 2(b) above and for so long as may be
      necessary to enable any such Electing Holder, agent or underwriter to
      complete its distribution of Securities pursuant to such Shelf
      Registration Statement and (C) take any and all other actions as may be
      reasonably necessary or advisable to enable each such Electing Holder,
      agent, if any, and underwriter, if any, to consummate the disposition in
      such jurisdictions of such Registrable Securities; provided, however, that
      the Company shall not be required for any such purpose to (1) qualify as a
      foreign corporation in any jurisdiction wherein it would not otherwise be
      required to qualify but for the requirements of this Section 3(d)(xii),
      (2) consent to general service of process or subject itself to material
      taxation in any such jurisdiction or (3) make any changes to its
      certificate of incorporation or by-laws or any agreement between it and
      its stockholders;

         (xiii) use its reasonable best efforts to obtain the consent or
      approval of each governmental agency or authority, whether federal, state
      or local, which may be required to effect the Shelf Registration or the
      offering or sale in connection therewith or to enable the selling holder
      or holders to offer, or to consummate the disposition of, their
      Registrable Securities;

         (xiv) unless any Registrable Securities shall be in book-entry only
      form, subject to the terms of the Indenture, cooperate with the Electing
      Holders and the managing underwriters, if any, to facilitate the timely
      preparation and delivery of certificates representing Registrable
      Securities to be sold, which certificates, if so required by any
      securities exchange upon which any Registrable Securities are listed,
      shall be penned, lithographed or engraved, or produced by any combination
      of such methods, on steel engraved borders, and which certificates shall
      not bear any restrictive legends; and, in the case of an underwritten
      offering, enable such Registrable Securities to be in such denominations
      and registered in such names as the managing underwriters may request at
      least two business days prior to any sale of the Registrable Securities;

         (xv) provide a CUSIP number for all Registrable Securities, not later
      than the applicable Effective Time;

         (xvi) enter into one or more underwriting agreements, engagement
      letters, agency agreements, "best efforts" underwriting agreements or
      similar agreements, as appropriate, including customary provisions
      relating to indemnification and contribution, and take such other actions
      in connection therewith as any Electing Holders aggregating at least 30%
      in aggregate principal amount of the Registrable Securities

                                       11

      at the time outstanding shall reasonably request in order to expedite or
      facilitate the disposition of such Registrable Securities;

         (xvii) whether or not an agreement of the type referred to in Section
      3(d)(xvi) hereof is entered into and whether or not any portion of the
      offering contemplated by the Shelf Registration is an underwritten
      offering or is made through a placement or sales agent or any other
      entity, (A) make such representations and warranties to the Electing
      Holders and the placement or sales agent, if any, therefor and the
      underwriters, if any, thereof in form, substance and scope as are
      customarily made in connection with an offering of debt securities
      pursuant to any appropriate agreement or to a registration statement filed
      on the form applicable to the Shelf Registration; (B) obtain opinions of
      outside and in-house counsel to the Company in customary form and covering
      such matters, of the type customarily covered by such opinions, as the
      managing underwriters, if any, or as any Electing Holders of at least 30%
      in aggregate principal amount of the Registrable Securities at the time
      outstanding may reasonably request, addressed to such Electing Holder or
      Electing Holders and the placement or sales agent, if any, therefor and
      the underwriters, if any, thereof and dated the effective date of such
      Shelf Registration Statement (and if such Shelf Registration Statement
      contemplates an underwritten offering of a part or all of the Registrable
      Securities, dated the date of the closing under the underwriting agreement
      relating thereto) (it being agreed that the matters to be covered by such
      opinions shall include the due incorporation and good standing of the
      Company and its material subsidiaries; the qualification of the Company
      and its material subsidiaries to transact business as foreign
      corporations; the due authorization, execution and delivery of the
      relevant agreement of the type referred to in Section 3(d)(xvi) hereof;
      the due authorization, execution, authentication and issuance, and the
      validity and enforceability, of the Securities; the absence of material
      legal or governmental proceedings involving the Company; the absence of a
      breach by the Company or any of its material subsidiaries of, or a default
      under, material agreements binding upon the Company or any material
      subsidiary of the Company; the absence of governmental approvals required
      to be obtained in connection with the Shelf Registration, the offering and
      sale of the Registrable Securities, this Exchange and Registration Rights
      Agreement or any agreement of the type referred to in Section 3(d)(xvi)
      hereof, except such approvals as may be required under state securities or
      blue sky laws; the material compliance as to form of such Shelf
      Registration Statement and any documents incorporated by reference therein
      and of the Indenture with the requirements of the Securities Act and the
      Trust Indenture Act and the rules and regulations of the Commission
      thereunder, respectively; and, as of the date of the opinion and of the
      Shelf Registration Statement or most recent post-effective amendment
      thereto, as the case may be, negative assurance regarding the absence from
      such Shelf Registration Statement and the prospectus included therein, as
      then amended or supplemented, and from the documents incorporated by
      reference therein (in each case other than the financial statements and
      other financial information contained therein) of an untrue statement of a
      material fact or the omission to state therein a material fact necessary
      to make the statements therein not misleading (in the case of such
      documents, in the light of the circumstances existing at the time that
      such documents were filed with the Commission under the Exchange Act));
      (C) obtain a "cold comfort" letter or letters from the independent
      certified public accountants of the Company addressed to the selling
      Electing Holders, the placement or sales agent, if any, therefor or the
      underwriters, if any, thereof, dated (i) the effective date of such Shelf
      Registration Statement and (ii) the effective date of any prospectus
      supplement to the prospectus

                                       12

      included in such Shelf Registration Statement or post-effective amendment
      to such Shelf Registration Statement which includes unaudited or audited
      financial statements as of a date or for a period subsequent to that of
      the latest such statements included in such prospectus (and, if such Shelf
      Registration Statement contemplates an underwritten offering pursuant to
      any prospectus supplement to the prospectus included in such Shelf
      Registration Statement or post-effective amendment to such Shelf
      Registration Statement which includes unaudited or audited financial
      statements as of a date or for a period subsequent to that of the latest
      such statements included in such prospectus, dated the date of the closing
      under the underwriting agreement relating thereto), such letter or letters
      to be in customary form and covering such matters of the type customarily
      covered by letters of such type; (D) deliver such documents and
      certificates, including officers' certificates, as may be reasonably
      requested by any Electing Holders of at least 30% in aggregate principal
      amount of the Registrable Securities at the time outstanding or the
      placement or sales agent, if any, therefor and the managing underwriters,
      if any, thereof to evidence the accuracy of the representations and
      warranties made pursuant to clause (A) above or those contained in Section
      5(a) hereof and the compliance with or satisfaction of any agreements or
      conditions contained in the underwriting agreement or other agreement
      entered into by the Company; and (E) undertake such obligations relating
      to expense reimbursement, indemnification and contribution as are provided
      in Section 6 hereof;

         (xviii) notify in writing each holder of Registrable Securities of any
      proposal by the Company to amend or waive any provision of this Exchange
      and Registration Rights Agreement pursuant to Section 9(h) hereof and of
      any amendment or waiver effected pursuant thereto, each of which notices
      shall contain the text of the amendment or waiver proposed or effected, as
      the case may be;

         (xix) in the event that any broker-dealer registered under the Exchange
      Act shall underwrite any Registrable Securities or participate as a member
      of an underwriting syndicate or selling group or "assist in the
      distribution" (within the meaning of the Conduct Rules (the "Conduct
      Rules") of the National Association of Securities Dealers, Inc. ("NASD")
      or any successor thereto, as amended from time to time) thereof, whether
      as a holder of such Registrable Securities or as an underwriter, a
      placement or sales agent or a broker or dealer in respect thereof, or
      otherwise, assist such broker-dealer in complying with the requirements of
      such Conduct Rules, including by (A) if such Conduct Rules shall so
      require, engaging a "qualified independent underwriter" (as defined in
      such Conduct Rules) to participate in the preparation of the Shelf
      Registration Statement relating to such Registrable Securities, to
      exercise usual standards of due diligence in respect thereto and, if any
      portion of the offering contemplated by such Shelf Registration Statement
      is an underwritten offering or is made through a placement or sales agent,
      to recommend the yield of such Registrable Securities, (B) indemnifying
      any such qualified independent underwriter to the extent of the
      indemnification of underwriters provided in Section 6 hereof (or to such
      other customary extent as may be requested by such underwriter), and (C)
      providing such information to such broker-dealer as may be required in
      order for such broker-dealer to comply with the requirements of the
      Conduct Rules; and

         (xx) comply with all applicable rules and regulations of the
      Commission, and make generally available to its securityholders as soon as
      reasonably practicable but in any event not later than eighteen months
      after the effective date of such Shelf Registration Statement, an earning
      statement of the Company and its subsidiaries

                                       13

      complying with Section 11(a) of the Securities Act (including, at the
      option of the Company, Rule 158 thereunder).

      (e) In the event that the Company would be required, pursuant to Section
   3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales
   agent, if any, therefor and the managing underwriters, if any, thereof, the
   Company shall without delay prepare and furnish to each of the Electing
   Holders, to each placement or sales agent, if any, and to each such
   underwriter, if any, a reasonable number of copies of a prospectus
   supplemented or amended so that, as thereafter delivered to purchasers of
   Registrable Securities, such prospectus shall conform in all material
   respects to the applicable requirements of the Securities Act and the Trust
   Indenture Act and the rules and regulations of the Commission thereunder and
   shall not contain an untrue statement of a material fact or omit to state a
   material fact required to be stated therein or necessary to make the
   statements therein not misleading in light of the circumstances then
   existing. Each Electing Holder agrees that upon receipt of any notice from
   the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder
   shall forthwith discontinue the disposition of Registrable Securities
   pursuant to the Shelf Registration Statement applicable to such Registrable
   Securities until such Electing Holder shall have received copies of such
   amended or supplemented prospectus, and if so directed by the Company, such
   Electing Holder shall deliver to the Company (at the Company's expense) all
   copies, other than permanent file copies, then in such Electing Holder's
   possession of the prospectus covering such Registrable Securities at the time
   of receipt of such notice.

      (f) In the event of a Shelf Registration, in addition to the information
   required to be provided by each Electing Holder in its Notice and
   Questionnaire, the Company may require such Electing Holder to furnish to the
   Company such additional information regarding such Electing Holder and such
   Electing Holder's intended method of distribution of Registrable Securities
   as may be required in order to comply with the Securities Act. Each such
   Electing Holder agrees to notify the Company as promptly as practicable of
   any inaccuracy or change in information previously furnished by such Electing
   Holder to the Company or of the occurrence of any event in either case as a
   result of which any prospectus relating to such Shelf Registration contains
   or would contain an untrue statement of a material fact regarding such
   Electing Holder or such Electing Holder's intended method of disposition of
   such Registrable Securities or omits to state any material fact regarding
   such Electing Holder or such Electing Holder's intended method of disposition
   of such Registrable Securities required to be stated therein or necessary to
   make the statements therein not misleading in light of the circumstances then
   existing, and promptly to furnish to the Company any additional information
   required to correct and update any previously furnished information or
   required so that such prospectus shall not contain, with respect to such
   Electing Holder or the disposition of such Registrable Securities, an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading in
   light of the circumstances then existing.

      (g) Until the expiration of two years after the Closing Date, the Company
   will not, and will not permit any of its "affiliates" (as defined in Rule
   144) to, resell any of the Securities that have been reacquired by any of
   them except pursuant to an effective registration statement under the
   Securities Act.

      (h) Upon the occurrence or existence of any pending corporate development
   that, in the reasonable discretion of the Company, makes it appropriate to
   suspend the availability of the Shelf Registration Statement and the related
   prospectus, the Company shall give written notice to the Electing Holders
   that the availability of the Shelf Registration Statement is suspended (a
   "Deferral Notice") and, upon receipt of any Deferral Notice, each Electing

                                       14

   Holder agrees to immediately suspend the use of any prospectus and not to
   sell any Registrable Securities pursuant to the Registration Statement until
   it is advised in writing by the Company that the prospectus may be used, and
   has received copies of any additional or supplemental filings that are
   incorporated or deemed incorporated by reference in such prospectus. The
   Company will use reasonable best efforts to ensure that the use of the
   prospectus may be resumed as soon as, in the sole discretion of the Company,
   such suspension is no longer appropriate.

      4. Registration Expenses.

      The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including reasonable fees
and disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and
reasonable fees and expenses of counsel for the Trustee and of any collateral
agent or custodian, (f) internal expenses (including all salaries and expenses
of the Company's officers and employees performing legal or accounting duties),
(g) reasonable fees, disbursements and expenses of counsel and independent
certified public accountants of the Company (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance
and compliance), (h) fees, disbursements and expenses of any "qualified
independent underwriter" engaged pursuant to Section 3(d)(xix) hereof, and
reasonable fees and expenses of counsel thereto permitted by the terms of this
Exchange and Registration Rights Agreement, (i) reasonable fees, disbursements
and expenses of one counsel for the Electing Holders retained in connection with
a Shelf Registration, as selected by the Electing Holders of at least a majority
in aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities, and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that the foregoing
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof, the
Company shall reimburse such person for the full amount of the Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or

                                       15

experts retained by such holders (severally or jointly), other than the counsel
and experts specifically referred to above.

      5. Representations and Warranties.

      The Company represents and warrants to, and agrees with, the Purchaser and
each of the holders from time to time of Registrable Securities that:

      (a) Each registration statement covering Registrable Securities and each
   prospectus (including any preliminary or summary prospectus) contained
   therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any
   further amendments or supplements to any such registration statement or
   prospectus, when it becomes effective or is filed with the Commission, as the
   case may be, and, in the case of an underwritten offering of Registrable
   Securities, at the time of the closing under the underwriting agreement
   relating thereto, will conform in all material respects to the requirements
   of the Securities Act and the Trust Indenture Act and the rules and
   regulations of the Commission thereunder and will not contain an untrue
   statement of a material fact or omit to state a material fact required to be
   stated therein or necessary to make the statements therein not misleading;
   and at all times subsequent to the Effective Time when a prospectus would be
   required to be delivered under the Securities Act, other than from (i) such
   time as a notice has been given to holders of Registrable Securities pursuant
   to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time
   as the Company furnishes an amended or supplemented prospectus pursuant to
   Section 3(e) or Section 3(c)(iv) hereof, each such registration statement,
   and each prospectus (including any summary prospectus) contained therein or
   furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or
   supplemented, will conform in all material respects to the requirements of
   the Securities Act and the Trust Indenture Act and the rules and regulations
   of the Commission thereunder and will not contain an untrue statement of a
   material fact or omit to state a material fact required to be stated therein
   or necessary to make the statements therein not misleading in the light of
   the circumstances then existing; provided, however, that this representation
   and warranty shall not apply to any statements or omissions made in reliance
   upon and in conformity with information furnished in writing to the Company
   by a holder of Registrable Securities expressly for use therein.

      (b) Any documents incorporated by reference in any prospectus referred to
   in Section 5(a) hereof, when they become or became effective or are or were
   filed with the Commission, as the case may be, will conform or conformed in
   all material respects to the requirements of the Securities Act or the
   Exchange Act, as applicable, and none of such documents will contain or
   contained an untrue statement of a material fact or will omit or omitted to
   state a material fact required to be stated therein or necessary to make the
   statements therein not misleading; provided, however, that this
   representation and warranty shall not apply to any statements or omissions
   made in reliance upon and in conformity with information furnished in writing
   to the Company by a holder of Registrable Securities expressly for use
   therein.

      (c) The compliance by the Company with all of the provisions of this
   Exchange and Registration Rights Agreement and the consummation of the
   transactions herein contemplated will not conflict with or result in a breach
   of any of the terms or provisions of, or constitute a default under, any
   indenture, mortgage, deed of trust, loan agreement or other agreement or
   instrument to which the Company or any subsidiary of the Company is a party
   or by which the Company or any subsidiary of the Company is bound or to which
   any of the property or assets of the Company or any subsidiary of the Company
   is subject (except for such events that, individually or in the aggregate,
   would not have a material adverse effect on the Company and its subsidiaries,
   taken as a whole), nor will such action

                                       16

   result in any violation of the provisions of the certificate of
   incorporation, as amended, or the by-laws of the Company or any statute or
   any order, rule or regulation of any court or governmental agency or body
   having jurisdiction over the Company or any subsidiary of the Company or any
   of their properties; and no consent, approval, authorization, order,
   registration or qualification of or with any such court or governmental
   agency or body is required for the consummation by the Company of the
   transactions contemplated by this Exchange and Registration Rights Agreement,
   except the registration under the Securities Act of the Securities,
   qualification of the Indenture under the Trust Indenture Act and such
   consents, approvals, authorizations, registrations or qualifications as may
   be required under State securities or blue sky laws in connection with the
   offering and distribution of the Securities.

      (d) This Exchange and Registration Rights Agreement has been duly
   authorized, executed and delivered by the Company.

      6. Indemnification.

      (a) Indemnification by the Company. The Company will indemnify and hold
   harmless each of the holders of Registrable Securities included in an
   Exchange Registration Statement, each of the Electing Holders of Registrable
   Securities included in a Shelf Registration Statement and each person who
   participates as a placement or sales agent or as an underwriter in any
   offering or sale of such Registrable Securities against any losses, claims,
   damages or liabilities, joint or several, to which such holder, agent or
   underwriter may become subject under the Securities Act or otherwise, insofar
   as such losses, claims, damages or liabilities (or actions in respect
   thereof) arise out of or are based upon an untrue statement or alleged untrue
   statement of a material fact contained in any Exchange Registration Statement
   or Shelf Registration Statement, as the case may be, under which such
   Registrable Securities were registered under the Securities Act, or any
   preliminary, final or summary prospectus contained therein or furnished by
   the Company to any such holder, Electing Holder, agent or underwriter, or any
   amendment or supplement thereto, or arise out of or are based upon the
   omission or alleged omission to state therein a material fact required to be
   stated therein or necessary to make the statements therein not misleading,
   and will reimburse such holder, such Electing Holder, such agent and such
   underwriter for any legal or other expenses reasonably incurred by them in
   connection with investigating or defending any such action or claim as such
   expenses are incurred; provided, however, that the Company shall not be
   liable to any such person in any such case to the extent that any such loss,
   claim, damage or liability arises out of or is based upon an untrue statement
   or alleged untrue statement or omission or alleged omission made in such
   registration statement, or preliminary, final or summary prospectus, or
   amendment or supplement thereto, in reliance upon and in conformity with
   written information furnished to the Company by such person expressly for use
   therein; provided further, however, that the Company shall not be liable to
   any person in any such case for or in respect of any loss, liability, claim,
   damage or expense arising from an offer or sale of Registrable Securities
   occurring during a period referred to in Section 3(d)(viii)(C) or (F) or
   Section 3(h), if all Electing Holders received the written notice pursuant to
   such provision.

      (b) Indemnification by the Holders and any Agents and Underwriters. As a
   condition to including any Registrable Securities in any registration
   statement filed pursuant to Section 2(b) hereof and to entering into any
   underwriting agreement with respect thereto, the Company shall have received
   an undertaking reasonably satisfactory to it from the Electing Holder of such
   Registrable Securities and from each underwriter named in any such
   underwriting agreement, severally and not jointly, to (i) indemnify and hold
   harmless the Company, and all other holders of Registrable Securities,
   against any losses, claims,

                                       17

   damages or liabilities to which the Company or such other holders of
   Registrable Securities may become subject, under the Securities Act or
   otherwise, insofar as such losses, claims, damages or liabilities (or actions
   in respect thereof) arise out of or are based upon an untrue statement or
   alleged untrue statement of a material fact contained in such registration
   statement, or any preliminary, final or summary prospectus contained therein
   or furnished by the Company to any such Electing Holder, agent or
   underwriter, or any amendment or supplement thereto, or arise out of or are
   based upon the omission or alleged omission to state therein a material fact
   required to be stated therein or necessary to make the statements therein not
   misleading, in each case to the extent, but only to the extent, that such
   untrue statement or alleged untrue statement or omission or alleged omission
   was made in reliance upon and in conformity with written information
   furnished to the Company by such Electing Holder or underwriter expressly for
   use therein, and (ii) reimburse the Company for any legal or other expenses
   reasonably incurred by the Company in connection with investigating or
   defending any such action or claim as such expenses are incurred; provided,
   however, that no such Electing Holder shall be required to undertake
   liability to any person under this Section 6(b) for any amounts in excess of
   the dollar amount of the proceeds to be received by such Electing Holder from
   the sale of such Electing Holder's Registrable Securities pursuant to such
   registration.

      (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
   under subsection (a) or (b) above of written notice of the commencement of
   any action, such indemnified party shall, if a claim in respect thereof is to
   be made against an indemnifying party pursuant to the indemnification
   provisions of or contemplated by this Section 6, notify such indemnifying
   party in writing of the commencement of such action; but the omission so to
   notify the indemnifying party shall not relieve it from any liability which
   it may have to any indemnified party otherwise than under the indemnification
   provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any
   such action shall be brought against any indemnified party and it shall
   notify an indemnifying party of the commencement thereof, such indemnifying
   party shall be entitled to participate therein and, to the extent that it
   shall wish, jointly with any other indemnifying party similarly notified, to
   assume the defense thereof, with counsel reasonably satisfactory to such
   indemnified party (who shall not, except with the consent of the indemnified
   party, be counsel to the indemnifying party), and, after notice from the
   indemnifying party to such indemnified party of its election so to assume the
   defense thereof, such indemnifying party shall not be liable to such
   indemnified party for any legal expenses of other counsel or any other
   expenses, in each case subsequently incurred by such indemnified party, in
   connection with the defense thereof other than reasonable costs of
   investigation. No indemnifying party shall, without the written consent of
   the indemnified party, effect the settlement or compromise of, or consent to
   the entry of any judgment with respect to, any pending or threatened action
   or claim in respect of which indemnification or contribution may be sought
   hereunder (whether or not the indemnified party is an actual or potential
   party to such action or claim) unless such settlement, compromise or judgment
   (i) includes an unconditional release of the indemnified party from all
   liability arising out of such action or claim and (ii) does not include a
   statement as to or an admission of fault, culpability or a failure to act by
   or on behalf of any indemnified party.

      (d) Contribution. If for any reason the indemnification provisions
   contemplated by Section 6(a) or Section 6(b) are unavailable to or
   insufficient to hold harmless an indemnified party in respect of any losses,
   claims, damages or liabilities (or actions in respect thereof) referred to
   therein, then each indemnifying party shall contribute to the amount paid or
   payable by such indemnified party as a result of such losses, claims, damages
   or liabilities (or actions in respect thereof) in such proportion as is
   appropriate to

                                       18

   reflect the relative fault of the indemnifying party and the indemnified
   party in connection with the statements or omissions which resulted in such
   losses, claims, damages or liabilities (or actions in respect thereof), as
   well as any other relevant equitable considerations. The relative fault of
   such indemnifying party and indemnified party shall be determined by
   reference to, among other things, whether the untrue or alleged untrue
   statement of a material fact or omission or alleged omission to state a
   material fact relates to information supplied by such indemnifying party or
   by such indemnified party, and the parties' relative intent, knowledge,
   access to information and opportunity to correct or prevent such statement or
   omission. The parties hereto agree that it would not be just and equitable if
   contributions pursuant to this Section 6(d) were determined by pro rata
   allocation (even if the holders or any agents or underwriters or all of them
   were treated as one entity for such purpose) or by any other method of
   allocation which does not take account of the equitable considerations
   referred to in this Section 6(d). The amount paid or payable by an
   indemnified party as a result of the losses, claims, damages, or liabilities
   (or actions in respect thereof) referred to above shall be deemed to include
   any legal or other fees or expenses reasonably incurred by such indemnified
   party in connection with investigating or defending any such action or claim.
   Notwithstanding the provisions of this Section 6(d), no holder shall be
   required to contribute any amount in excess of the amount by which the dollar
   amount of the proceeds received by such holder from the sale of any
   Registrable Securities (after deducting any fees, discounts and commissions
   applicable thereto) exceeds the amount of any damages which such holder has
   otherwise been required to pay by reason of such untrue or alleged untrue
   statement or omission or alleged omission, and no underwriter shall be
   required to contribute any amount in excess of the amount by which the total
   price at which the Registrable Securities underwritten by it and distributed
   to the public were offered to the public exceeds the amount of any damages
   which such underwriter has otherwise been required to pay by reason of such
   untrue or alleged untrue statement or omission or alleged omission. No person
   guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
   of the Securities Act) shall be entitled to contribution from any person who
   was not guilty of such fraudulent misrepresentation. The holders' and any
   underwriters' obligations in this Section 6(d) to contribute shall be several
   in proportion to the principal amount of Registrable Securities registered or
   underwritten, as the case may be, by them and not joint.

      (e) The obligations of the Company under this Section 6 shall be in
   addition to any liability which the Company may otherwise have and shall
   extend, upon the same terms and conditions, to each officer, director and
   partner of each holder, agent and underwriter and each person, if any, who
   controls any holder, agent or underwriter within the meaning of the
   Securities Act; and the obligations of the holders and any agents or
   underwriters contemplated by this Section 6 shall be in addition to any
   liability which the respective holder, agent or underwriter may otherwise
   have and shall extend, upon the same terms and conditions, to each officer
   and director of the Company (including any person who, with his consent, is
   named in any registration statement as about to become a director of the
   Company) and to each person, if any, who controls the Company within the
   meaning of the Securities Act.

      7. Underwritten Offerings.

      (a) Selection of Underwriters. If any of the Registrable Securities
   covered by the Shelf Registration are to be sold pursuant to an underwritten
   offering, the managing underwriter or underwriters thereof shall be
   designated by Electing Holders holding at least a majority in aggregate
   principal amount of the Registrable Securities to be included in such
   offering, provided that such designated managing underwriter or underwriters
   is or are reasonably acceptable to the Company.

                                       19

      (b) Participation by Holders. Each holder of Registrable Securities hereby
   agrees with each other such holder that no such holder may participate in any
   underwritten offering hereunder unless such holder (i) agrees to sell such
   holder's Registrable Securities on the basis provided in any underwriting
   arrangements approved by the persons entitled hereunder to approve such
   arrangements and (ii) completes and executes all questionnaires, powers of
   attorney, indemnities, underwriting agreements and other documents reasonably
   required under the terms of such underwriting arrangements.

      8. Rule 144.

      The Company covenants to the holders of Registrable Securities that to the
extent it shall be required to do so under the Exchange Act, the Company shall
timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Section 13 and 15(d) of the Exchange
Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission
under the Securities Act) and the rules and regulations adopted by the
Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission. Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

      9. Miscellaneous.

      (a) No Inconsistent Agreements. The Company represents, warrants,
   covenants and agrees that it has not granted, and shall not grant,
   registration rights with respect to Registrable Securities or any other
   securities which would be inconsistent with the terms contained in this
   Exchange and Registration Rights Agreement.

      (b) Specific Performance. The parties hereto acknowledge that there would
   be no adequate remedy at law if the Company fails to perform any of its
   obligations hereunder and that the Purchaser and the holders from time to
   time of the Registrable Securities may be irreparably harmed by any such
   failure, and accordingly agree that the Purchaser and such holders, in
   addition to any other remedy to which they may be entitled at law or in
   equity, shall be entitled to compel specific performance of the obligations
   of the Company under this Exchange and Registration Rights Agreement in
   accordance with the terms and conditions of this Exchange and Registration
   Rights Agreement, in any court of the United States or any State thereof
   having jurisdiction.

      (c) Notices. All notices, requests, claims, demands, waivers and other
   communications hereunder shall be in writing and shall be deemed to have been
   duly given when delivered by hand, if delivered personally or by courier, or
   three days after being deposited in the mail (registered or certified mail,
   postage prepaid, return receipt requested) as follows: If to the Company, to
   the attention of the Company's General Counsel at Diamond Offshore Drilling,
   Inc., 15415 Katy Freeway, Suite 100, Houston, TX 77094, and if to a holder,
   to the address of such holder set forth in the security register or other
   records of the Company, or to such other address as the Company or any such
   holder may have furnished to the other in writing in accordance herewith,
   except that notices of change of address shall be effective only upon
   receipt.

                                       20

      (d) Parties in Interest. All the terms and provisions of this Exchange and
   Registration Rights Agreement shall be binding upon, shall inure to the
   benefit of and shall be enforceable by the parties hereto and the holders
   from time to time of the Registrable Securities and the respective successors
   and assigns of the parties hereto and such holders. In the event that any
   transferee of any holder of Registrable Securities shall acquire Registrable
   Securities, in any manner, whether by gift, bequest, purchase, operation of
   law or otherwise, such transferee shall, without any further writing or
   action of any kind, be deemed a beneficiary hereof for all purposes and such
   Registrable Securities shall be held subject to all of the terms of this
   Exchange and Registration Rights Agreement, and by taking and holding such
   Registrable Securities such transferee shall be entitled to receive the
   benefits of, and be conclusively deemed to have agreed to be bound by all of
   the applicable terms and provisions of this Exchange and Registration Rights
   Agreement. If the Company shall so request, any such successor, assign or
   transferee shall agree in writing to acquire and hold the Registrable
   Securities subject to all of the applicable terms hereof.

      (e) Survival. The respective indemnities, agreements, representations,
   warranties and each other provision set forth in this Exchange and
   Registration Rights Agreement or made pursuant hereto shall remain in full
   force and effect regardless of any investigation (or statement as to the
   results thereof) made by or on behalf of any holder of Registrable
   Securities, any director, officer or partner of such holder, any agent or
   underwriter or any director, officer or partner thereof, or any controlling
   person of any of the foregoing, and shall survive delivery of and payment for
   the Registrable Securities pursuant to the Purchase Agreement and the
   transfer and registration of Registrable Securities by such holder and the
   consummation of an Exchange Offer.

      (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL
   BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
   YORK.

      (g) Headings. The descriptive headings of the several Sections and
   paragraphs of this Exchange and Registration Rights Agreement are inserted
   for convenience only, do not constitute a part of this Exchange and
   Registration Rights Agreement and shall not affect in any way the meaning or
   interpretation of this Exchange and Registration Rights Agreement.

      (h) Entire Agreement; Amendments. This Exchange and Registration Rights
   Agreement and the other writings referred to herein (including the Indenture
   and the form of Securities) or delivered pursuant hereto which form a part
   hereof contain the entire understanding of the parties with respect to its
   subject matter. This Exchange and Registration Rights Agreement supersedes
   all prior agreements and understandings between the parties with respect to
   its subject matter. This Exchange and Registration Rights Agreement may be
   amended and the observance of any term of this Exchange and Registration
   Rights Agreement may be waived (either generally or in a particular instance
   and either retroactively or prospectively) only by a written instrument duly
   executed by the Company and the holders of at least a majority in aggregate
   principal amount of the Registrable Securities at the time outstanding. Each
   holder of any Registrable Securities at the time or thereafter outstanding
   shall be bound by any amendment or waiver effected pursuant to this Section
   9(h), whether or not any notice, writing or marking indicating such amendment
   or waiver appears on such Registrable Securities or is delivered to such
   holder.

      (i) Inspection. For so long as this Exchange and Registration Rights
   Agreement shall be in effect, this Exchange and Registration Rights Agreement
   and a complete list of the names and addresses of all the holders of
   Registrable Securities shall be made available for inspection, upon
   reasonable notice and during business hours, and copying on any business day
   by any holder of Registrable Securities for proper purposes only (which shall

                                       21

   include any purpose related to the rights of the holders of Registrable
   Securities under the Securities, the Indenture and this Agreement) at the
   offices of the Company at the address thereof set forth in Section 9(c) above
   and at the office of the Trustee under the Indenture.

      (j) Counterparts. This agreement may be executed by the parties in
   counterparts, each of which shall be deemed to be an original, but all such
   respective counterparts shall together constitute one and the same
   instrument.

                                       22

      If the foregoing is in accordance with your understanding, please sign and
return to us four counterparts hereof, and upon the acceptance hereof by you
this letter and such acceptance hereof shall constitute a binding agreement
between you and the Company.

                                          Very truly yours,


                                          Diamond Offshore Drilling, Inc.


                                          By: /s/ William C. Long
                                              -------------------------------
                                              Name:  William C. Long
                                              Title: Vice President,
                                                     General Counsel and
                                                     Secretary

Accepted as of the date hereof:

Goldman, Sachs & Co.

/s/ Goldman, Sachs & Co.
- --------------------------------
   (Goldman, Sachs & Co.)

                                                                       EXHIBIT A

                         DIAMOND OFFSHORE DRILLING, INC.

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                         DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Diamond Offshore Drilling, Inc. (the
"Company") 4.875% Senior Notes due 2015 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Diamond Offshore
Drilling, Inc., 15415 Katy Freeway, Suite 100, Houston, TX 77094; Telephone:
281-492-5300.






- --------------
* Not less than 28 calendar days from date of mailing.


                                      A-1

                         DIAMOND OFFSHORE DRILLING, INC.

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") dated June 14, 2005 between
Diamond Offshore Drilling, Inc. (the "Company") and Goldman, Sachs & Co.
Pursuant to the Exchange and Registration Rights Agreement, the Company has
filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form S-[__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 4.875% Senior Notes
Due 2015 (the "Securities"). A copy of the Exchange and Registration Rights
Agreement is attached hereto. All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [DEADLINE FOR RESPONSE]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.



                                      A-2

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:


                                      A-3

                                  QUESTIONNAIRE

(1)(a)  Full Legal Name of Selling Securityholder:

   (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
        of Registrable Securities Listed in Item (3) below:

   (c)  Full Legal Name of DTC Participant (if applicable and if not the same as
        (b) above) Through Which Registrable Securities Listed in Item (3) below
        are Held:

(2)     Address for Notices to Selling Securityholder:

        ----------------------------------------

        ----------------------------------------

        ----------------------------------------
        Telephone:
                        ------------------------
        Fax:
                        ------------------------
        Contact Person:
                        ------------------------

(3)     Beneficial Ownership of Securities:

        Except as set forth below in this Item (3), the undersigned does not
        beneficially own any Securities.

   (a)  Principal amount of Registrable Securities beneficially owned:
                                                                      ----------
        CUSIP No(s). of such Registrable Securities:
                                                     ---------------------------

   (b)  Principal amount of Securities other than Registrable Securities
        beneficially owned:
                            ----------------------------------------------------
        CUSIP No(s). of such other Securities:
                                                --------------------------------

   (c)  Principal amount of Registrable Securities which the undersigned
        wishes to be included in the Shelf Registration Statement:
                                                                  --------------
        CUSIP No(s). of such Registrable Securities to be included in the
        Shelf Registration Statement:
                                       -----------------------------------------

(4)     Beneficial Ownership of Other Securities of the Company:

        Except as set forth below in this Item (4), the undersigned Selling
        Securityholder is not the beneficial or registered owner of any other
        securities of the Company, other than the Securities listed above in
        Item (3).

        State any exceptions here:





                                      A-4

(5)     Relationships with the Company:

        Except as set forth below, neither the Selling Securityholder nor any of
        its affiliates, officers, directors or principal equity holders (5% or
        more) has held any position or office or has had any other material
        relationship with the Company (or its predecessors or affiliates) during
        the past three years.

        State any exceptions here:





(6)     Plan of Distribution:

        Except as set forth below, the undersigned Selling Securityholder
        intends to distribute the Registrable Securities listed above in Item
        (3) only as follows (if at all): Such Registrable Securities may be sold
        from time to time directly by the undersigned Selling Securityholder or,
        alternatively, through underwriters, broker-dealers or agents. Such
        Registrable Securities may be sold in one or more transactions at fixed
        prices, at prevailing market prices at the time of sale, at varying
        prices determined at the time of sale, or at negotiated prices. Such
        sales may be effected in transactions (which may involve crosses or
        block transactions) (i) on any national securities exchange or quotation
        service on which the Registered Securities may be listed or quoted at
        the time of sale, (ii) in the over-the-counter market, (iii) in
        transactions otherwise than on such exchanges or services or in the
        over-the-counter market, or (iv) through the writing of options. In
        connection with sales of the Registrable Securities or otherwise, the
        Selling Securityholder may enter into hedging transactions with
        broker-dealers, which may in turn engage in short sales of the
        Registrable Securities in the course of hedging the positions they
        assume. The Selling Securityholder may also sell Registrable Securities
        short and deliver Registrable Securities to close out such short
        positions, or loan or pledge Registrable Securities to broker-dealers
        that in turn may sell such securities.

        State any exceptions here:





By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which

                                      A-5

may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:

         (i) To the Company:
                               Diamond Offshore Drilling, Inc.
                               15415 Katy Freeway, Suite 100
                               Houston, TX 77094
                               Attn:  William C. Long

        (ii) With a copy to:
                               Duane Morris LLP
                               3200 Southwest Freeway, Suite 3150
                               Houston, TX 77027
                               Attn:  Shelton M. Vaughan


Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above). This
Agreement shall be governed in all respects by the laws of the State of New
York.


                                      A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
      -----------------------



       -------------------------------------------------------------------------
       Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)


       By:
          ----------------------------------------------------------------------
       Name:
       Title:



PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:


                        -------------------------

                        -------------------------

                        -------------------------

                        -------------------------

                        -------------------------




                                      A-7

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[NAME OF TRUSTEE]
Diamond Offshore Drilling, Inc.
c/o [NAME OF TRUSTEE]
[ADDRESS OF TRUSTEE]

Attention:  Trust Officer

       Re:  Diamond Offshore Drilling, Inc. (the "Company")
            4.875% Senior Notes Due 2015


Dear Sirs:

Please be advised that _____________________ has transferred $_____________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form S-[____] (File No. 333-__________)
filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [DATE] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                    Very truly yours,


                                        ------------------------------------
                                        (Name)


                                    By:
                                        ------------------------------------
                                        (Authorized Signature)








                                      B-1