exv4wj






EXHIBIT 4j




AMENDMENT TO THE

AMENDED AND RESTATED

RIGHTS AGREEMENT

AND EXHIBITS THERETO




AMENDMENT NO. 1

DATED AS OF

September 29, 2008




     The preamble in the Amended and Restated Rights Agreement is amended to read as follows:




     This Amended and Restated Rights Agreement, dated as of September 29, 2008, is by
and between Rowan Companies, Inc., a Delaware corporation (the “Company”), and Wells
Fargo Bank, National Association, as successor rights agent (the “Rights Agent”).




The first two WHEREAS paragraphs under RECITALS in the Rights Agreement are amended to read
as follows:




     WHEREAS, the Company and the predecessor rights agent previously entered into an
Amended and Restated Rights Agreement, dated as of January 24, 2002 (the “Amended
Rights Agreement”);




     WHEREAS, the Board of Directors of the Company determined that it is in the best
interest of the Company and its stockholders to further amend the Amended Rights
Agreements as set forth below;




The last WHEREAS paragraph under RECITALS in the Rights Agreement is amended to read as
follows:




     WHEREAS, the Board of Directors of the Company directed that the Company and the
predecessor rights agent amend and restate the Amended Rights Agreement pursuant to
this amendment and restatement (hereinafter referred to as this “Rights Agreement”).



 









 





     The first paragraph of Section 3. (c) is amended to read as follows:



     (c) Rights shall, without any further action, be issued in respect of all shares of Company
Common Stock which are issued after the Record Date but prior to the earliest of the Distribution
Date, the Redemption Date or the Final Expiration Date. Certificates for Company Common Stock
which become outstanding (including, without limitation, reacquired Company Common Stock referred
to in the last sentence of this paragraph (c) that are subsequently issued or distributed by the
Company) after the Record Date but prior to the earliest of the Distribution Date, the Redemption
Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise
affixed to them the following legend:




          “This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Rowan Companies, Inc. (the
“Company”) and Wells Fargo Bank, National Association (the “Rights Agent”) dated as
of September 29, 2008 (the “Rights Agreement”), as amended, the terms of which are
hereby incorporated herein by reference and a copy of which is on file at the
principal office of the Company. Under certain circumstances, as set forth in the
Rights Agreement, such Rights may be redeemed, may expire, or may be evidenced by
separate certificates and will no longer be evidenced by this certificate. The
Company will mail to the holder of this certificate a copy of the Rights Agreement,
as in effect on the date of mailing, without charge promptly after receipt of a
written request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights issued to, or held by, any Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in
the Rights Agreement), whether currently held by or on behalf of such Person or by
any subsequent holder, may become null and void.”




The address of the Rights Agent in the second paragraph under Section 26. Notices in
the Rights Agreement is amended to read as follows:




     Subject to the provisions of Section 21 hereof, any notice or demand authorized by
this Rights Agreement to be given or made by the Company or by the holder of any Rights
Certificate to or on the Rights Agent shall be sent by registered or certified mail and
shall be deemed given upon receipt, and addressed (until another address is filed in
writing with the Company) as follows:




Wells Fargo Bank, National Association

Shareowner Services

161 North Concord Exchange

South St. Paul, MN 55075



 









 






Attn: Account Management




The first paragraph of the Form of Rights Certificate (which is an exhibit to the Rights
Agreement) is amended to read as follows:




     This certifies that                                         , or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Rights Agreement,
dated as of September 29, 2008 (the “Rights Agreement”), between Rowan Companies,
Inc., a Delaware corporation (the “Company”), and the predecessor rights agents (and
now the successor rights agent, Wells Fargo Bank, National Association (the “Rights
Agent”), to purchase from the Company at any time after the Distribution Date (as
such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York, New
York time, on January 24, 2012 at the designated office of the Rights Agent, or at
the office of its successor as Rights Agent, one one-hundredth of a fully paid
non-assessable share of Series A Junior Preferred Stock, par value $1.00 per share,
of the Company (the “Junior Preferred Stock”), at a purchase price of [$80.00] per
one one-hundredth of a Preferred (the “Purchase Price”), upon presentation and
surrender of this Rights Certificate with the Form of Election to Purchase duly
executed. The number of Rights evidenced by this Rights Certificate (and the number
of one one-hundredths of a share of Junior Preferred Stock which may be purchased
upon exercise hereof) set forth above, and the Purchase Price set forth above, are
the number and Purchase Price as of September 29, 2008, based on the Junior
Preferred Stock as constituted at such date. As provided in the Rights Agreement,
the Purchase Price and the number of one one-hundredths of a share of Junior
Preferred Stock which may be purchased upon the exercise of the Rights evidenced by
this Rights Certificate are subject to modification and adjustment upon the
happening of certain events.




The facing page and the signature page of the Rights Agreement and the signature page of the
Form of Rights Certificate are amended to reflect the successor rights agent replacing the
predecessor rights agent.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Amended and
Restated Rights Agreement to be duly executed and attested, all as of the day and year first above
written.



	 	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	Rowan Companies, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Melanie M. Trent
	 	 	 	Name:
	 	William H. Wells	 	 
	Title:

	 	Corporate Secretary
	 	 	 	Title:
	 	Vice President, Finance and CFO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	Wells Fargo Bank,	 	 
	 	 	 	 	 	 	National Association	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	Title:

	 	 	 	 	 	Title: