0000085408-09-000039 Sample Contracts

AMENDMENT NO. 1 TO COMMITMENT TO GUARANTEE OBLIGATIONS
Rowan Companies Inc • August 10th, 2009 • Drilling oil & gas wells

THIS AMENDMENT NO. 1, dated as of August 4, 2009 (the "Amendment"), to that certain Commitment to Guarantee Obligations, dated as of May 28, 2003 (the "Commitment"), is by and between the United States of America, represented by the Secretary of Transportation, acting by and through the Maritime Administration (the "Secretary” or “Administrator”), and ROWAN COMPANIES, INC. (the "Shipowner", and together with the Secretary, the "Parties").

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Contract
Stock Appreciation Right Agreement • August 10th, 2009 • Rowan Companies Inc • Drilling oil & gas wells • Texas

THIS STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”) is made as of the 5th day of May, 2009 (“Grant Date”), between Rowan Companies, Inc., a Delaware corporation (the “Company”) and ____________ (the “Participant”).

ROWAN COMPANIES, INC. 2009 INCENTIVE PLAN NON-EMPLOYEE DIRECTOR 2009 RESTRICTED STOCK UNIT AGREEMENT
Non-Employee Director 2009 Restricted Stock Unit Agreement • August 10th, 2009 • Rowan Companies Inc • Drilling oil & gas wells • Texas

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of the 5th day of May, 2009 (“Grant Date”), between Rowan Companies, Inc., a Delaware corporation (the “Company”) and ____________ (the “Participant”).

SUPPLEMENT NO. 2 TO TRUST INDENTURE
Trust Indenture • August 10th, 2009 • Rowan Companies Inc • Drilling oil & gas wells

THIS SUPPLEMENT NO. 2, dated August 4, 2009 (“Supplement No. 2”), to that certain Trust Indenture dated May 28, 2003 (the “Indenture”), as supplemented by Supplement No. 1 dated May 4, 2005 (“Supplement No. 1”) is by and between ROWAN COMPANIES, INC., a Delaware corporation (the “Shipowner”), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation (successor-in-interest to ALLFIRST TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association), as indenture trustee (the “Indenture Trustee” and, together with the Shipowner, the “Parties”).

Contract
2009 Restricted Stock Agreement • August 10th, 2009 • Rowan Companies Inc • Drilling oil & gas wells • Texas

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the 5th day of May, 2009 (the “Grant Date”), between Rowan Companies, Inc., a Delaware corporation (the “Company”), and _______________ (the “Participant”).

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