INDEMNIFICATION
AGREEMENT

     

    THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is
effective as of                          ,
2009 by and among Rowan Companies, Inc., a Delaware corporation (the “Company”), and
__________________ (the “Indemnitee”).

     

    WHEREAS,
the Indemnitee has been asked to serve on the Board of Directors of the Company
(the “Board”);

     

    WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify persons serving as directors of the Company to the
fullest extent permitted by applicable law so that they will serve or continue
to serve as directors of the Company free from undue concern that they will not
be so indemnified;

     

    WHEREAS,
the Indemnitee is willing to serve and continue to serve on the Board on the
condition that he be so indemnified; and

     

    WHEREAS,
the Restated Certificate of Incorporation of the Company (as amended, the
“Certificate”) and the Amended and Restated Bylaws of the Company (the “Bylaws”)
each expressly contemplates that the rights to indemnification and advancement
of expenses thereunder shall not be exclusive of additional such rights granted
by the Company by agreement or otherwise;

     

    NOW
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and the Indemnitee do hereby covenant and agree as
follows:

     

    Section
1.               Services by the
Indemnitee.  The Indemnitee agrees to continue to serve at the
request of the Company as a director of the Company (including, without
limitation, service on one or more committees of the
Board).  Notwithstanding the foregoing, the Indemnitee may at any time
and for any reason resign from any such position.

     

    Section
2.               Indemnification -
General.  The Company shall indemnify, and advance Expenses (as
hereinafter defined) to, the Indemnitee as provided in this Agreement and to the
fullest extent permitted by applicable law in effect on the date hereof and to
such greater extent as applicable law may thereafter from time to time
permit.  The rights of the Indemnitee provided under the preceding
sentence shall include, but shall not be limited to, the rights set forth in the
other Sections of this Agreement.

     

    Section
3.               Proceedings Other Than Proceedings
by or in the Right of the Company.  The Indemnitee shall be
entitled to the rights of indemnification provided in this Section 3 if, by
reason of his Corporate Status (as hereinafter defined), he is, or is threatened
to be made, a party to or participant in any threatened, pending or completed
Proceeding (as hereinafter defined), other than a Proceeding by or in the right
of the Company.  Pursuant to this Section 3, the
Company shall indemnify the Indemnitee against Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or
on his behalf in connection with such Proceeding or any claim, issue or matter
therein, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal Proceeding, if he also had no reasonable cause to believe his conduct
was unlawful.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
4.               Proceedings by or in the Right of
the Company.  The Indemnitee shall be entitled to the rights of
indemnification provided in this Section 4 if, by
reason of his Corporate Status, he is, or is threatened to be made, a party to
or participant in any threatened, pending or completed Proceeding brought by or
in the right of the Company to procure a judgment in its
favor.  Pursuant to this Section 4, the
Company shall indemnify the Indemnitee against Expenses actually and reasonably
incurred by him or on his behalf in connection with such Proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company.  Notwithstanding the foregoing, no
indemnification against such Expenses shall be made in respect of any claim,
issue or matter in such Proceeding as to which the Indemnitee shall have been
adjudged to be liable to the Company or if applicable law prohibits such
indemnification; provided, however, that, in
such event, if applicable law so permits, indemnification against Expenses shall
nevertheless be made by the Company if and to the extent that the court in which
such Proceeding shall have been brought or is pending shall so
determine.

     

    
      
        	
              	
                Section
      5.

              	
                 Indemnification for
      Expenses of a Party Who is Wholly or Partly
    Successful.

              


      

    

     

    (a)           To
the extent that the Indemnitee is, by reason of his Corporate Status, a party to
and is successful, on the merits or otherwise, in any Proceeding, the Company
shall indemnify the Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.  If the
Indemnitee is not wholly successful in defense of any Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify the
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf in connection with each such claim, issue or matter as to which the
Indemnitee is successful, on the merits or otherwise.  For purposes of
this Section
5(a), the term “successful, on the merits or otherwise,” shall include,
but shall not be limited to, (i) the termination of any claim, issue or matter
in a Proceeding by withdrawal or dismissal, with or without prejudice, (ii)
termination of any claim, issue or matter in a Proceeding by any other means
without any express finding of liability or guilt against the Indemnitee, with
or without prejudice, or (iii) the expiration of 120 days after the making of a
claim or threat of a Proceeding without the institution of the same and without
any promise or payment made to induce a settlement.  The provisions of
this Section
5(a) are subject to Section 5(b)
below.

     

    (b)           In
no event shall the Indemnitee be entitled to indemnification under Section 5(a) above
with respect to a claim, issue or matter to the extent (i) applicable law
prohibits such indemnification, or (ii) an admission is made by the Indemnitee
in writing to the Company or in such Proceeding or a final, nonappealable
determination is made in such Proceeding that the standard of conduct required
for indemnification under this Agreement has not been met with respect to such
claim, issue or matter.

     

    
      
         

      

      
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    Section
6.               Indemnification for Expenses as a
Witness.  Notwithstanding any provisions herein to the
contrary, to the extent that the Indemnitee is, by reason of his Corporate
Status, a witness in any Proceeding, the Company shall indemnify the Indemnitee
against all Expenses actually and reasonably incurred by or on behalf of the
Indemnitee in connection therewith.

     

    Section
7.               Advancement of
Expenses.  The Company shall advance all reasonable Expenses
incurred by or on behalf of the Indemnitee in connection with any Proceeding
within 10 days after the receipt by the Company of a statement or statements
from the Indemnitee requesting such advance or advances from time to time,
whether prior to or after the final disposition of such
Proceeding.  Such statement or statements shall reasonably evidence
the Expenses incurred by or on behalf of the Indemnitee.  The
Indemnitee hereby expressly undertakes to repay such amounts advanced, if, but
only if, and then only to the extent that, it shall ultimately be determined by
a final, non-appealable adjudication or arbitration decision that the Indemnitee
is not entitled to be indemnified against such Expenses.  All amounts
advanced to the Indemnitee by the Company pursuant to this Section 7 shall be
without interest.  The Company shall make all advances pursuant to
this Section 7
without regard to the financial ability of the Indemnitee to make repayment,
without bond or other security and without regard to the prospect of whether the
Indemnitee may ultimately be found to be entitled to indemnification under the
provisions of this Agreement.  Any required reimbursement of Expenses
by the Indemnitee shall be made by the Indemnitee to the Company within 10 days
following the entry of the final, non-appealable adjudication or arbitration
decision pursuant to which it is determined that the Indemnitee is not entitled
to be indemnified against such Expenses.

     

    Section
8.               Procedure for Determination of
Entitlement to Indemnification.

     

    (a)           To
obtain indemnification under this Agreement, following final disposition of the
applicable Proceeding, the Indemnitee shall submit to the Company a written
request therefor, along with such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine whether and to
what extent the Indemnitee is entitled to indemnification; provided, however, that no
deficiency in any such request, documentation or information shall adversely
affect the Indemnitee’s rights to indemnification or advancement of Expenses
under this Agreement.  The Secretary of the Company shall, promptly
upon receipt of such a request for indemnification, advise the Board in writing
that the Indemnitee has requested indemnification.

     

    
      
         

      

      
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    (b)           Upon
written request by the Indemnitee for indemnification pursuant to the first
sentence of Section
8(a) hereof, a determination, if required by applicable law, with respect
to the Indemnitee’s entitlement thereto shall be made in the specific
case:  (i) by the Board by a majority vote of a quorum consisting of
Disinterested Directors (as hereinafter defined); or (ii) if a quorum of the
Board consisting Disinterested Directors is not obtainable or, even if
obtainable, such quorum of Disinterested Directors so directs, by Independent
Counsel (as hereinafter defined), as selected pursuant to Section 8(d), in a
written opinion to the Board (which opinion may be a “should hold” or a “more
likely than not” opinion), a copy of which shall be delivered to the
Indemnitee.  If it is so determined that the Indemnitee is entitled to
indemnification, the Company shall make payment to the Indemnitee within 10 days
after such determination.  The Indemnitee shall cooperate with the
Person or Persons making such determination with respect to the Indemnitee’s
entitlement to indemnification, including providing to such Person or Persons
upon reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to the Indemnitee and reasonably necessary to such
determination.  Subject to the provisions of Section 10 hereof,
any costs or expenses (including reasonable attorneys’ fees and disbursements)
incurred by the Indemnitee in so cooperating with the Person or Persons making
such determination shall be borne by the Company, and the Company hereby agrees
to indemnify and hold the Indemnitee harmless therefrom.

     

    (c)           Notwithstanding
the foregoing, if a Change of Control has occurred, the Indemnitee may require a
determination with respect to the Indemnitee’s entitlement to indemnification to
be made by Independent Counsel, as selected pursuant to Section 8(d), in a
written opinion to the Board (which opinion may be a “should hold” or a “more
likely than not” opinion), a copy of which shall be delivered to the
Indemnitee.

     

    (d)           In
the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 8(b) or (c) hereof, the
Independent Counsel shall be selected as provided in this Section
8(d).  If a Change of Control shall not have occurred, the
Independent Counsel shall be selected by the Board (including a vote of a
majority of the Disinterested Directors if obtainable), and the Company shall
give written notice to the Indemnitee advising him of the identity of the
Independent Counsel so selected.  If a Change of Control shall have
occurred, the Independent Counsel shall be selected by the Indemnitee (unless
the Indemnitee shall request that such selection be made by the Board, in which
event the preceding sentence shall apply), and approved by the Company (which
approval shall not be unreasonably withheld, conditioned or
delayed).  If (i) an Independent Counsel is to make the determination
of entitlement pursuant to Section 8(b) or (c) hereof, and (ii)
within 20 days after submission by the Indemnitee of a written request for
indemnification pursuant to Section 8(a)
hereof, no Independent Counsel shall have been selected, either the Company or
the Indemnitee may petition the Court of Chancery of the State of Delaware for
the appointment as Independent Counsel of a Person selected by such court or by
such other Person as such court shall designate.  The Company shall
pay any and all reasonable fees and expenses of Independent Counsel incurred by
such Independent Counsel in connection with acting pursuant to Section 8(b) or (c) hereof, and the
Company shall pay all reasonable fees and expenses incident to the procedures of
this Section
8(d), regardless of the manner in which such Independent Counsel was
selected or appointed.  Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 10(a)(iv) of
this Agreement, Independent Counsel shall be discharged and relieved of any
further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

     

    
      
         

      

      
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              Section
      9.

            	
              Presumptions and Effect of
      Certain Proceedings; Construction of Certain
    Phrases.

            


    

     

    (a)           In
making a determination with respect to whether the Indemnitee is entitled to
indemnification hereunder, the Person(s) making such determination shall presume
that the Indemnitee is entitled to indemnification under this Agreement if the
Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this
Agreement, and anyone seeking to overcome this presumption shall have the burden
of proof and the burden of persuasion, by clear and convincing
evidence.

     

    (b)           Subject
to the terms of Section 16 below, the
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided in this Agreement)
of itself adversely affect the right of the Indemnitee to indemnification or
create a presumption that the Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding, that the
Indemnitee had reasonable cause to believe that his conduct was
unlawful.

     

    (c)           For
purposes of any determination of the Indemnitee’s entitlement to indemnification
under this Agreement or otherwise, the Indemnitee shall be deemed to have acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to a criminal Proceeding,
to have also had no reasonable cause to believe his conduct was unlawful, if it
is determined by the Board or by the Independent Counsel, as applicable, that
the Indemnitee’s actions were based on reliance in good faith on the records or
books of account of the Company or another enterprise, including financial
statements, or on information supplied to the Indemnitee by the officers of the
Company or another enterprise in the course of their duties, or on the advice of
legal or financial counsel for the Company or the Board (or any committee
thereof) or for another enterprise or its board of directors (or any committee
thereof), or on information or records given or reports made by an independent
certified public accountant or by an appraiser or other expert selected by the
Company or the Board (or any committee thereof) or by another enterprise or its
board of directors (or any committee thereof).  For purposes of this
Section 9(c),
the term “another enterprise” means any other corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other
enterprise of which the Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent.  The provisions of
this Section
9(c) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.  In
addition, the knowledge and/or actions, or failure to act, of any other
director, trustee, partner, managing member, fiduciary, officer, agent or
employee of the Company shall not be imputed to the Indemnitee for purposes of
determining the right to indemnification under this
Agreement.  Whether or not the foregoing provisions of this Section 9(c) are
satisfied, it shall in any event be presumed that the Indemnitee has acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to a criminal Proceeding, that
he also had no reasonable cause to believe his conduct was
unlawful.  Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion, by clear and convincing
evidence.

     

    
      
         

      

      
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    (d)           For
purposes of this Agreement, references to “fines” shall include any excise taxes
assessed on the Indemnitee with respect to an employee benefit plan; references
to “serving at the request of the Company” shall include, but shall not be
limited to, any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, the Indemnitee with respect to
an employee benefit plan, its participants or its beneficiaries; and if the
Indemnitee has acted in good faith and in a manner he reasonably believed to be
in the interest of the participants and beneficiaries of an employee benefit
plan, he shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as used in this Agreement.  The provisions
of this Section
9(d) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.

     

    Section
10.            
Remedies of the
Indemnitee.

     

    (a)           In
the event that (i) a determination is made pursuant to Section 8 of this
Agreement that the Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to
Section 7 of
this Agreement, (iii) the determination of entitlement to indemnification
is to be made by the Board pursuant to Section 8(b) of this
Agreement and such determination shall not have been made and delivered to the
Indemnitee in writing within twenty (20) days after receipt by the Company of
the request for indemnification, (iv) the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 8(b) or
(c) of this
Agreement and such determination shall not have been made in a written opinion
to the Board and a copy delivered to the Indemnitee within forty-five (45) days
after receipt by the Company of the request for indemnification,
(v) payment of indemnification is not made pursuant to Section 6 of this
Agreement within 10 days after receipt by the Company of a written request
therefor or (vi) payment of indemnification is not made within 10 days
after a determination has been made that the Indemnitee is entitled to
indemnification or such determination is deemed to have been made pursuant to
Section 8 or
9 of this
Agreement, the Indemnitee shall be entitled to an adjudication in the Court of
Chancery of the State of Delaware of his entitlement to such indemnification or
advancement of Expenses . Alternatively, the Indemnitee, at his sole option, may
seek an award in arbitration to be conducted by a single arbitrator pursuant to
the rules of the American Arbitration Association.  The Indemnitee
shall commence such Proceeding seeking an adjudication or an award in
arbitration within 180 days following the date on which the Indemnitee first has
the right to commence such Proceeding pursuant to this Section 10(a); provided, however, that the
foregoing clause shall not apply in respect of a Proceeding brought by the
Indemnitee to enforce his rights under Section 5 of this
Agreement.

     

    
      
         

      

      
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    (b)           In
the event that a determination is made pursuant to Section 8 of this
Agreement that the Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 10 shall be
conducted in all respects as a de novo trial or a de novo arbitration (as
applicable) on the merits, and the Indemnitee shall not be prejudiced by reason
of that adverse determination.  In any judicial proceeding or
arbitration commenced pursuant to this Section 10, the
Company shall have the burden of proving that the Indemnitee is not entitled to
indemnification, and the Company shall be precluded from referring to or
offering into evidence a determination made pursuant to Section 8 of this
Agreement that is adverse to the Indemnitee's right to
indemnification.  If the Indemnitee commences a judicial proceeding or
arbitration pursuant to this Section 10, the
Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section
7 until a final determination is made with respect to the Indemnitee's
entitlement to indemnification (as to which all rights of appeal have been
exhausted or have lapsed).

     

    (c)           If
a determination is made or deemed to have been made pursuant to Section 8 or 9 of this Agreement
that the Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 10, absent
(i) an intentional misstatement by the Indemnitee of a material fact, or an
intentional omission by the Indemnitee of a material fact necessary to make the
Indemnitee’s statement not materially misleading, in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under
applicable law.

     

    (d)           The
Company shall be precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 10 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all of the provisions of this
Agreement.

     

    (e)           In
the event that the Indemnitee, pursuant to this Section 10, seeks a
judicial adjudication or an award in arbitration to enforce his rights under, or
to recover damages for breach of, this Agreement, the Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company
against, any and all Expenses actually and reasonably incurred by him in such
judicial adjudication or arbitration to the fullest extent permitted by law;
provided, however, that until
such final determination is made, the Indemnitee shall be entitled under and as
provided in Section 7 to
receive payment of Expenses hereunder with respect to such
Proceeding.  In the event that a Proceeding is commenced by or in the
right of the Company against the Indemnitee to enforce or interpret any of the
terms of this Agreement, the Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all Expenses
actually and reasonably incurred by him in such Proceeding (including with
respect to any counter-claims or cross-claims made by the Indemnitee against the
Company in such Proceeding) to the fullest extent permitted by law; provided, however, that until
such final determination is made, the Indemnitee shall be entitled under and as
provided in Section
7 to receive payment of Expenses hereunder with respect to such
Proceeding.

     

    
      
         

      

      
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    (f)           Any
judicial adjudication or arbitration determined under this Section 10 shall be
final and binding on the parties.

     

    Section
11.             Defense of Certain
Proceedings.  In the event the Company shall be obligated under
this Agreement to pay the Expenses of any Proceeding against the Indemnitee in
which the Company is a co-defendant with the Indemnitee, the Company shall be
entitled to assume the defense of such Proceeding, with counsel approved by the
Indemnitee, which approval shall not be unreasonably withheld, conditioned or
delayed, upon the delivery to the Indemnitee of written notice of its election
to do so.  After delivery of such notice, approval of such counsel by
the Indemnitee and the retention of such counsel by the Company, the Indemnitee
shall nevertheless be entitled to employ or continue to employ his own counsel
in such Proceeding.  Employment of such counsel by the Indemnitee
shall be at the cost and expense of the Company unless and until the Company
shall have demonstrated to the reasonable satisfaction of the Indemnitee and the
Indemnitee’s counsel that there is complete identity of issues and defenses and
no conflict of interest between the Company and the Indemnitee in such
Proceeding, after which time further employment of such counsel by the
Indemnitee shall be at the cost and expense of the Indemnitee.  In all
events, if the Company shall not, in fact, have timely employed counsel to
assume the defense of such Proceeding, then the fees and Expenses of the
Indemnitee’s counsel shall be at the cost and expense of the
Company.

     

    Section
12.            
Exception to Right of
Indemnification or Advancement of Expenses.  Notwithstanding
any other provision of this Agreement, the Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to
any Proceeding, or any claim therein, brought or made by the Indemnitee
against:

     

    (a)           the
Company, except for (i) any claim or Proceeding in respect of this
Agreement and/or the Indemnitee’s rights hereunder, (ii) any claim or
Proceeding to establish or enforce a right to indemnification under (A) any
statute or law, (B) any other agreement with the Company or (C) the Company’s
Certificate or Bylaws as now or hereafter in effect and (iii) any
counter-claim or cross-claim brought or made by him against the Company in any
Proceeding brought by or in the right of the Company against him;
or

     

    (b)           any
other Person, except for Proceedings or claims approved by the
Board.

     

    
      
         

      

      
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    Section
13.             Contribution

     

    (a)           If,
with respect to any Proceeding, the indemnification provided for in this
Agreement is held by a court of competent jurisdiction to be unavailable to the
Indemnitee for any reason other than that the Indemnitee did not act in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to a criminal Proceeding, that the
Indemnitee had reasonable cause to believe his conduct was unlawful, the Company
shall contribute to the amount of Expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by the Indemnitee or
on his behalf in connection with such Proceeding or any claim, issue or matter
therein in such proportion as is appropriate to reflect the relative benefits
received by the Indemnitee and the relative fault of the Indemnitee versus the
other defendants or participants in connection with the action or inaction which
resulted in such Expenses, judgments, penalties, fines and amounts paid in
settlement, as well as any other relevant equitable considerations.

     

    (b)           The
Company and the Indemnitee agree that it would not be just and equitable if
contribution pursuant to this Section 13 were
determined by pro rata or per capita allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to in Section
13(a) above.

     

    (c)           No
Person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act of 1933) shall be entitled to contribution
from any Person who was not found guilty of such fraudulent
misrepresentation.

     

    Section
14.             Officer and Director Liability
Insurance.

     

    (a)           The
Company shall use all commercially reasonable efforts to obtain and maintain in
effect during the entire period for which the Company is obligated to indemnify
the Indemnitee under this Agreement, one or more policies of insurance with
reputable insurance companies to provide the directors and officers of the
Company with coverage for losses from wrongful acts and omissions and to ensure
the Company’s performance of its indemnification obligations under this
Agreement.  In all such insurance policies, the Indemnitee shall be
named as an insured in such a manner as to provide the Indemnitee with the same
rights and benefits as are accorded to the most favorably insured of the
Company’s directors and officers.  Notwithstanding the foregoing, the
Company shall have no obligation to obtain or maintain such insurance if the
Company determines in good faith that the Indemnitee is covered by such
insurance maintained by a subsidiary or parent of the Company.

     

    (b)           To
the extent that the Company maintains an insurance policy or policies providing
liability insurance for directors or officers of any other corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise which the Indemnitee serves at the request of the
Company, the Indemnitee shall be named as an insured under and shall be covered
by such policy or policies in accordance with its or their terms to the maximum
extent of the coverage available for the most favorably insured director or
officer under such policy or policies.

     

    (c)           In
the event that the Company is a named insured under any policy or policies of
insurance referenced in either Section 14(a) or
(b) above, the
Company hereby covenants and agrees that it will not settle any claims or
Proceedings that may be covered by such policy or policies of insurance and in
which the Indemnitee has or may incur Expenses, judgments, penalties, fines or
amounts paid in settlement without the prior written consent of the
Indemnitee.

     

    
      
         

      

      
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    Section
15.             Security.  Upon
reasonable request by the Indemnitee, the Company shall provide security to the
Indemnitee for the Company’s obligations hereunder through an irrevocable bank
letter of credit, funded trust or other similar collateral.  Any such
security, once provided to the Indemnitee, may not be revoked or released
without the prior written consent of the Indemnitee, which consent may be
granted or withheld at the Indemnitee’s sole and absolute
discretion.

     

    Section
16.             Settlement of
Claims.  The Indemnitee hereby agrees that, not less than three
(3) business days prior to entering into a settlement of any Proceeding, the
Indemnitee shall provide the Company with written notice of such settlement and
copies of all documents and agreements related thereto.

     

    Section
17.             Duration of
Agreement.  This Agreement shall be unaffected by the
termination of the Corporate Status of the Indemnitee and shall continue for so
long as the Indemnitee may have any liability or potential liability by virtue
of his Corporate Status, including, without limitation, the final termination of
all pending Proceedings in respect of which the Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any Proceeding
commenced by the Indemnitee pursuant to Section 10 of this
Agreement relating thereto, whether or not he is acting or serving in such
capacity at the time any liability or Expense is incurred for which
indemnification can be provided under this Agreement.  This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), assigns, spouses,
heirs, executors and personal and legal representatives.

     

    Section
18.             Remedies of the
Company.  The Company hereby covenants and agrees to submit any
and all disputes relating to this Agreement that the parties are unable to
resolve between themselves to binding arbitration pursuant to the rules of the
American Arbitration Association, and waives all rights to judicial adjudication
of any matter or dispute relating to this Agreement, except where judicial
adjudication is requested or required by the Indemnitee.

     

    Section
19.             Limitation of
Liability.  Notwithstanding any other provision of this
Agreement, neither party shall have any liability to the other for, and neither
party shall be entitled to recover from the other, any consequential, special,
punitive, multiple or exemplary damages as a result of a breach of this
Agreement.

     

    Section
20.             Subrogation.  In
the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of the
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce such rights.

     

    
      
         

      

      
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    Section
21.             Definitions.  For
purposes of this Agreement:

     

    (a)           “Affiliate” means,
with respect to any Person, any other Person directly or indirectly controlling,
controlled by or under common control with such Person.  For purposes
hereof, “control” (including, with correlative meaning, the terms “controlling”,
“controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of management and
policies of such Person, by contract or otherwise

     

    (b)           “Change of Control”
shall mean a change in control of the Company occurring after the date of this
Agreement of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on
any similar schedule or form) promulgated under the Exchange Act, whether or not
the Company is then subject to such reporting requirement.  Without
limiting the foregoing, such a Change in Control shall be deemed to have
occurred if, after the date of this Agreement, (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company’s then outstanding securities
entitled to vote generally in the election of directors without the prior
approval of at least two-thirds of the members of the Board in office
immediately prior to such person attaining such percentage interest; (ii) the
Company is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of the
Board in office immediately prior to such transaction or event constitute less
than a majority of the Board thereafter; (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board (including for this purpose any new director whose election or
nomination for election by the Company’s shareholders was approved by a vote of
at least two-thirds of the directors then still in office who were directors at
the beginning of such period) cease for any reason to constitute at least a
majority of the Board; or (iv) approval by the shareholders of the Company of a
liquidation or dissolution of the Company.

     

    (c)           “Company” means Rowan
Companies, Inc., a Delaware corporation.

     

    (d)           “Corporate Status”
describes the status of an individual who is or was an officer, director,
employee or agent of the Company or any of the Company’s Affiliates, or is or
was serving at the request of the Company or any of its Affiliates as an
officer, director, employee, agent or trustee of another corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise.

     

    (e)           “Disinterested
Director” means a director of the Company who is not and was not a party
to, or otherwise involved in, the Proceeding for which indemnification is sought
by the Indemnitee.

     

    
      
         

      

      
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    (f)           “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    (g)           “Expenses” shall
include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating or being or preparing to be a witness in a
Proceeding.

     

    (h)           “Independent Counsel”
means a law firm or a member of a law firm that is experienced in matters of
corporation law and neither presently is, nor in the past five (5) years has
been, retained to represent:  (i) the Company or the Indemnitee in any
matter material to either such party or (ii) any other party to the Proceeding
giving rise to a claim for indemnification hereunder.  Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any Person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or the Indemnitee
in an action to determine the Indemnitee’s rights under this
Agreement.

     

    (i)           “Person” means a
natural person, firm, partnership, joint venture, association, corporation,
company, limited liability company, trust, business trust, estate or other
entity.

     

    (j)           “Proceeding” includes
any action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding whether civil,
criminal, administrative or investigative.

     

    Section
22.             Non-Exclusivity.  The
Indemnitee’s rights of indemnification and to receive advancement of Expenses as
provided by this Agreement shall not be deemed exclusive of any other rights to
which the Indemnitee may at any time be entitled under applicable law, the
Certificate, the Bylaws, any other agreement, a vote of stockholders, a
resolution of directors or otherwise.

     

    Section
23.             Remedies Not
Exclusive.  No right or remedy herein conferred upon the
Indemnitee is intended to be exclusive of any other right or remedy, and every
other right or remedy shall be cumulative of and in addition to the rights and
remedies given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy of the
Indemnitee hereunder or otherwise shall not be deemed an election of remedies on
the part of the Indemnitee and shall not prevent the concurrent assertion or
employment of any other right or remedy by the
Indemnitee.

     

    Section
24.             Changes in Law.  In
the event that a change in applicable law after the date of this Agreement,
whether by statute, rule or judicial decision, expands or otherwise increases
the right or ability of a Delaware corporation to indemnify (or to otherwise pay
or advance Expenses as to any Proceeding for the benefit of) a member of its
board of directors or an officer, the Indemnitee shall, by this Agreement, enjoy
the greater benefits so afforded by such change.  In the event that a
change in applicable law after the date of this Agreement, whether by statute,
rule or judicial decision, narrows or otherwise reduces the right or ability of
a Delaware corporation to indemnify (or to otherwise pay or advance Expenses as
to any Proceeding for the benefit of) a member of its board of directors or an
officer, such change shall have no effect on this Agreement or any of the
Indemnitee’s rights hereunder, except and only to the extent required by
law.

     

    
      
         

      

      
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    Section
25.             Interpretation of Agreement;
Negligence.  The Company and the Indemnitee acknowledge and
agree that it is their intention that this Agreement be interpreted and enforced
so as to provide indemnification to the Indemnitee to the fullest extent now or
hereafter permitted by law.  WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, THE COMPANY AND THE INDEMNITEE EACH HEREBY EXPRESSLY ACKNOWLEDGES
AND AGREES THAT (A) THE INDEMNIFICATION PROVIDED UNDER THIS AGREEMENT SHALL
EXTEND TO AND INCLUDE, BUT SHALL NOT BE LIMITED TO, INDEMNIFICATION FOR
EXPENSES, JUDGMENTS, PENALTIES, FINES AND AMOUNTS PAID IN SETTLEMENT ARISING, IN
WHOLE OR IN PART, OUT OF THE SOLE OR CONCURRENT NEGLIGENCE OF THE INDEMNITEE AND
(B) THIS SECTION
25 CONSTITUTES A
CONSPICUOUS NOTICE OF SUCH AGREEMENT FOR ALL PURPOSES.

     

    Section
26.             Severability.  If
any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever:  (a) the
validity, legality and enforceability of the remaining provisions of this
agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; (b) such
provision or provisions will be deemed reformed to the extent necessary to
conform to applicable law and to give maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision or
provisions held invalid, illegal or unenforceable.

     

    Section
27.             Governing Law; Jurisdiction and
Venue; Specific Performance.

     

    (a)           The
parties agree that this Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.

     

    
      
         

      

      
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    (b)           ANY
“ACTION OR PROCEEDING” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE FILED IN AND LITIGATED OR ARBITRATED SOLELY
BEFORE THE COURT OF CHANCERY OF THE STATE OF DELAWARE, AND EACH PARTY TO THIS
AGREEMENT:  (i) GENERALLY AND UNCONDITIONALLY ACCEPTS THE
EXCLUSIVE JURISDICTION OF THE AFORESAID COURT AND ARBITRATORS AND VENUE THEREIN,
AND WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY DEFENSE OR OBJECTION TO
SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS;”
AND (ii) GENERALLY AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN ANY
SUCH ACTION OR PROCEEDING BY DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE
SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE NOTICE PROVISIONS OF THIS
AGREEMENT.  FOR PURPOSES OF THIS SECTION, THE TERM “ACTION OR
PROCEEDING” IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS, HEARINGS,
ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING APPEALS AND PETITIONS
THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR NON-GOVERNMENTAL, OR
CIVIL OR CRIMINAL.  THE FOREGOING CONSENT TO JURISDICTION SHALL NOT
CONSTITUTE GENERAL CONSENT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE FOR
ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO CONFER RIGHTS
ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.

     

    (c)           The
Company acknowledges that the Indemnitee may, as a result of the Company’s
breach of its covenants and obligations under this Agreement, sustain immediate
and long-term substantial and irreparable injury and damage which cannot be
reasonably or adequately compensated by damages at law.  Consequently,
the Company agrees that the Indemnitee shall be entitled, in the event of the
Company’s breach or threatened breach of its covenants and obligations
hereunder, to obtain equitable relief from a court of competent jurisdiction,
including enforcement of each provision of this Agreement by specific
performance and/or temporary, preliminary and/or permanent injunctions enforcing
any of the Indemnitee’s rights, requiring performance by the Company, or
enjoining any breach by the Company, all without proof of any actual damages
that have been or may be caused to the Indemnitee by such breach or threatened
breach and without the posting of bond or other security in connection
therewith.  The Company waives the claim or defense therein that the
Indemnitee has an adequate remedy at law, and the Company shall not allege or
otherwise assert the legal position that any such remedy at law
exists.  The Company agrees and acknowledges
that:  (i) the terms of this Section 27(c) are
fair, reasonable and necessary to protect the legitimate interests of the
Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to
enter into the transactions contemplated hereby; and (iii) the Indemnitee
relied upon this waiver in entering into this Agreement and will continue to
rely on this waiver in its future dealings with the Company.  The
Company represents and warrants that it has reviewed this provision with its
legal counsel, and that it has knowingly and voluntarily waived its rights
referenced in this Section 27 following
consultation with such legal counsel.

     

    
      
         

      

      
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    Section
28.             Nondisclosure of
Payments.  Except as expressly required by Federal securities
or tax laws, the Company shall not disclose any payments under this Agreement
without the prior written consent of the Indemnitee.  Any payments to
the Indemnitee that must be disclosed shall, unless otherwise required by law,
be described only in the Company proxy or information statements relating to
special and/or annual meetings of the Company’s shareholders, and the Company
shall afford the Indemnitee a reasonable opportunity to review all such
disclosures and, if requested by the Indemnitee, to explain in such statement
any mitigating circumstances regarding the events reported.

     

    Section
29.             Notice by the Indemnitee; Notice to
Insurers.

     

    (a)           The
Indemnitee agrees to promptly notify the Company in writing upon being served
with any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification or
advancement of Expenses covered hereunder; provided, however, that the
failure of the Indemnitee to timely provide such notice shall not affect the
Indemnitee’s right to be indemnified or to receive advancement of Expenses under
this Agreement except if, and then only to the extent that, the Company is
actually prejudiced by such failure.

     

    (b)           If,
at the time of the receipt by the Company of a notice of a Proceeding pursuant
to Section
29(a) above, the Company has insurance in effect which may cover such
Proceeding, the Company shall give prompt notice of the commencement of such
Proceeding to the insurers in accordance with the procedures set forth in the
respective policies.  The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms
of such policies.

     

    Section
30.             Notices.  All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (a) delivered by
hand and received for by the party to whom said notice or other communication
shall have been directed, (b) mailed by U.S. certified or registered mail
with postage prepaid, on the third business day after the date on which it is so
mailed, or (c) sent via facsimile or electronic mail transmission (with
electronic or telephonic confirmation of receipt):  (i) If to the
Company: Rowan Companies, Inc., 2800 Post Oak Boulevard, Suite 5450,
Houston, Texas 77056, Facsimile: 713-960-7509, Email: jbuvens@rowancompanies.com
Attention:  John L. Buvens; and (ii) if to any other party
hereto, including the Indemnitee, to the address of such party set forth on the
signature page hereof; or to such other address as may have been furnished by
any party to the other(s), in accordance with this Section
30.

     

    Section
31.             Modification and
Waiver.  No supplement, modification or amendment of this
Agreement or any provision hereof shall limit or restrict in any way any right
of the Indemnitee under this Agreement with respect to any action taken or
omitted by the Indemnitee in his Corporate Status prior to such supplement,
modification or amendment.  No supplement, modification or amendment
of this Agreement or any provision hereof shall be binding unless executed in
writing by both of the Company and the Indemnitee.  No waiver of any
provision of this Agreement shall be deemed or shall constitute a wavier of any
other provision hereof (whether or not similar) nor shall such waiver constitute
a continuing waiver.

     

    
      
         

      

      
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    Section
32.             Entire
Agreement.  This Agreement embodies the final, entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes any and all prior negotiations, commitments, agreements,
representations and understandings, whether written or oral, relating to such
subject matter and may not be contradicted or varied by evidence of prior,
contemporaneous or subsequent oral agreements or discussions of the parties
hereto.

     

    Section
33.             Headings.  The
headings of the Sections or paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.

     

    Section
34.             Gender.  Use of the
masculine pronoun in this Agreement shall be deemed to include usage of the
feminine pronoun where appropriate.

     

    Section
35.             Identical
Counterparts.  This Agreement may be executed in one or more
counterparts (whether by original, photocopy or facsimile signature), each of
which shall for all purposes be deemed to be an original, but all of which
together shall constitute one and the same Agreement.  Only one such
counterpart executed by the party against whom enforcement is sought must be
produced to evidence the existence of this Agreement.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
the day and year first above written.

    
       

      
        
          
            	
                    ROWAN
      COMPANIES, INC.,

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      


          

        

      

      


      
        
          
            
              	
                      Name:

                    	 
      	 
      


            

          

        

      

      


      
        
          
            
              	
                      Title:

                    	 
      	 
      


            

          

        

      

      


      
        
          
            	
                    INDEMNITEE,

                  	 
      
	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      


          

        

      

      


      
        
          
            
              	
                      Name:

                    	 
      	 
      


            

          

        

      

      


      
        
          
            
              
                	
                        Address:

                      	 
      	 
      
	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
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