AMENDMENT

     

    TO

     

    AMENDED
AND RESTATED

     

    RIGHTS
AGREEMENT

     

    AMENDMENT,
dated as of October 30, 2009 (this “Amendment”), to the
Amended and Restated Rights Agreement, dated as of January 24, 2002, as
amended (the “Rights
Agreement”), by and between Rowan Companies, Inc., a Delaware corporation
(the “Company”), and Wells
Fargo Bank, National Association, as rights agent (the “Rights
Agent”).  Capitalized terms used in this Amendment but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Rights Agreement, as amended hereby.

     

    WHEREAS,
the Board of Directors of the Company has determined that it is in the best
interests of the Company and its stockholders to amend the Rights Agreement as
set forth herein;

     

    WHEREAS,
pursuant to Section 27 of the Rights Agreement, for so long as the Rights
are then redeemable, the Company may, in its sole and absolute discretion, and
the Rights Agent shall, if the Company so directs, subject to the discretion of
the Rights Agent in the case of supplements or amendments that change the rights
and duties of the Rights Agent under the Rights Agreement, supplement or amend
any provision of the Rights Agreement in any respect without the approval of the
Rights Agent or any holders of the Rights;

     

    WHEREAS,
as of the date hereof, the Rights are redeemable pursuant to the terms of the
Rights Agreement;

     

    WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company has delivered
to the Rights Agent a certificate signed by an appropriate officer of the
Company which states that this Amendment is in compliance with the terms of such
Section 27.

     

    NOW,
THEREFORE, in consideration of the premises and mutual agreements set forth in
the Rights Agreement and this Amendment, the parties hereby agree as
follows:

     

    1.           Paragraph (a)
of Section 7 of the Rights Agreement is hereby amended and restated to read
in its entirety:

     

    The
registered holder of any Rights Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein), in whole or in part, at any time
after the Distribution Date, upon surrender of the Rights Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent at the office of the Rights Agent designated for such purpose,
together with payment of the Purchase Price for each one one-hundredth of a
share of Junior Preferred Stock as to which the Rights are exercised, at or
prior to the earliest of (i) the Close of Business on November 2, 2009
(the “Final Expiration
Date”), (ii) the Redemption Date and (iii) the time at which
such Rights are exchanged as provided in Section 24
hereof.


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    2.           Each
Exhibit to the Rights Agreement shall be deemed amended and restated to reflect
this Amendment, mutatis
mutandis.

     

    3.           The
term “Rights Agreement” as used in the Rights Agreement shall be deemed to refer
to the Rights Agreement as amended hereby.

     

    4.           This
Amendment shall be effective upon execution by the parties hereto and, except as
expressly amended and modified by the terms hereof, the terms and provisions of
the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.

     

    5.           Notwithstanding
anything to the contrary set forth herein or in the Rights Agreement, the
Company and the Rights Agent hereby acknowledge and agree that at the Close of
Business on the Final Expiration Date (as such term is amended hereby),
(i) the Rights Agreement, as amended hereby, shall terminate and be of no
further force and effect, (ii) each of the Company and the Rights Agent
shall cease to have any rights, obligations and liabilities under the Rights
Agreement, as amended hereby, and (iii) the holders of the Rights
(including, prior to the Distribution Date, the holders of Company Common Stock)
shall not be entitled to any benefits, rights or other interests under the
Rights Agreement, as amended hereby, including, without limitation, the right to
purchase or otherwise acquire any securities of the Company.

     

    6.           This
Amendment may be executed in any number of counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    7.           This
Amendment shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts made and to be performed
entirely within such State.

     

    8.           By
its execution and delivery hereof, the Company directs the Rights Agent to
execute this Amendment.

     

    [Signature page
follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.

    


    
      
        
          
            
              
                	
                        ROWAN
      COMPANIES, INC.,

                      
	 
      
	
                        by:

                      	 
      
	 
      	
                        /s/  William
      H. Wells

                      
	 
      	
                          Name:  William
      H. Wells

                      
	 
      	
                          Title:    Vice
      President, Finance &
CFO

                      


              

            

          

        

      

    

    


    
      
        
          
            
              	
                      WELLS
      FARGO BANK, NATIONAL

                      ASSOCIATION,
      as Rights Agent,

                    
	 
      
	
                      by:

                    	 
      
	 
      	
                      /s/
      Cindy L. Gesme

                    
	 
      	
                        Name:  Cindy
      L. Gesme

                    
	 
      	
                        Title:    Vice
      President

                    


            

          

        

      

    

     

    
      
         


      

      
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