EX-4.C
from S-8
1 page
Certificate of Amendment of Restated Certificate of Incorporation of Sonat Offshore Drilling Inc. Sonat Offshore Drilling Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (The "Corporation"), Hereby Certifies: First: That at a Meeting Duly Called and Held on July 26, 1996, the Board of Directors of the Corporation Adopted a Resolution Proposing and Declaring Advisable That the First Sentence of Section (A) of Article Fourth of the Restated Certificate of Incorporation of the Corporation Be Amended to Read as Follows: Fourth: (A) the Total Number of Shares of All Classes of Stock Which the Corporation Shall Have Authority to Issue Is Two Hundred Million (200,000,000) Shares, Consisting of Fifty Million (50,000,000) Shares of Preferred Stock, Par Value $.10 Per Share ("Preferred Stock"), and One Hundred Fifty Million (150,000,000) Shares of Common Stock, Par Value $.01 Per Share ("Common Stock"). Second: That at a Special Meeting of the Stockholders of the Corporation Duly Called and Held on September 3, 1996, the Stockholders Duly Adopted the Foregoing Amendment. Third: That the Foregoing Amendment Was Duly Adopted in Accordance With the Applicable Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, the Corporation Has Caused This Certificate to Be Signed and Attested by Its Duly Authorized Officers This 3rd Day of September, 1996. Sonat Offshore Drilling Inc. by Donald R. Ray Vice President Attest: By Eric B. Brown Secretary
12/34/56
EX-4.B
from S-8
1 page
Certificate of Amendment of Restated Certificate of Incorporation of Sonat Offshore Drilling Inc. Sonat Offshore Drilling Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (The "Corporation"), Hereby Certifies: First: That at a Meeting Duly Called and Held on July 26, 1996, the Board of Directors of the Corporation Adopted a Resolution Proposing and Declaring Advisable That Article First of the Restated Certificate of Incorporation of the Corporation Be Amended to Read as Follows: First: The Name of the Corporation Is "Transocean Offshore Inc." Second: That at a Special Meeting of the Stockholders of the Corporation Duly Called and Held on September 3, 1996, the Stockholders Duly Adopted the Foregoing Amendment. Third: That the Foregoing Amendment Was Duly Adopted in Accordance With the Applicable Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, the Corporation Has Caused This Certificate to Be Signed and Attested by Its Duly Authorized Officers This 3rd Day of September, 1996. Sonat Offshore Drilling Inc. by Donald R. Ray Vice President Attest: By Eric B. Brown Secretary
12/34/56
