4.04

    SUPPLEMENT
NO. 2

    TO

    TRUST
INDENTURE

    


    THIS SUPPLEMENT NO. 2, dated
November 24, 2009 (“Supplement No. 2”),
to that certain Trust Indenture dated May 23, 2001 (the “Indenture”), as
supplemented by Supplement No. 1 dated June 22, 2007 (“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”).

    


    WHEREAS, on May 23, 2001, the
Shipowner executed the Indenture, and issued thereunder a Floating Rate Note
designated, "United States Government Guaranteed Ship Financing Obligations,
GORILLA VIII Series" with a maximum principal amount of
$187,295,000;

    


    WHEREAS, on June 22, 2007, in
connection with the change in the Stated Maturity of the Obligations, the
Shipowner executed Supplement No. 1 and issued an amended and restated
$187,295,000 Floating Rate Note (the "Initial Transaction");

    


    WHEREAS, Section 4(b) of the
Special Provisions of the Indenture provides that the Shipowner may redeem or
repay the amended and restated Floating Rate Note, in whole or in part, on a
Redemption Date designated by the Shipowner, from the proceeds of the issuance
of a fixed rate note;

    


    WHEREAS, the outstanding
principal amount of the amended
and restated Floating Rate Note is currently $124,859,000; and

    


    WHEREAS, the Parties wish to
amend certain documents relating to the Initial Transaction in order to provide
for the complete redemption of the amended and restated Floating Rate Note by
the issuance of a fixed rate note in the aggregate principal amount of
$124,859,000.

    


    NOW THEREFORE, in
consideration of the mutual rights and obligations set forth herein and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ARTICLE
FIRST

    


    Section
1.01.          Schedule
A.  Schedule A to the Indenture is hereby amended by adding or
substituting the following definitions:

    


    “Authorized
Newspapers” means The Wall Street
Journal, or if it ceases to exist, then in such other newspaper(s) as the
Secretary may designate.

    


    "Effective Date" means
November 24, 2009.

    


    "Fixed Rate Note” or
“Fixed Rate
Obligation” shall mean an Obligation substantially in the form of Exhibit
A to Supplement No. 2 to Indenture, appropriately completed.

    


    “Letter of
Representations” means the Blanket Issuer Letter of Representations
between the Shipowner and DTC, any riders thereto, and DTC’s Operational
Arrangements, and other documentation necessary or desirable to effectuate the
issuance of the Fixed Rate Notes as Global Obligations.

    


    “Reinvestment Rate”
means the yield determined by the Indenture Trustee, based on information
received from the Holder or calculation agent, to be the yield of the issue of
actively traded United States Treasury securities having a maturity equal to the
Weighted Average Life to Final Maturity plus 0.25%; provided, however, that if
such Weighted Average Life to Final Maturity is not equal to the maturity of an
actively traded United States Treasury security (rounded to the nearest
one-twelfth of a year), such yield shall be obtained by linear interpolation
from the yields of actively traded United States Treasury securities having the
greater maturity closest to and the lesser maturity closest to such Weighted
Average Life to Final Maturity.  The yields shall be determined by
reference to the yields as indicated by Telerate Access Service (page 8003 or
the relevant page at the date of determination indicating such yields) (or, if
such data ceases to be available, any publicly available sources of similar
market data) at approximately 11:00 a.m. (New York City time) on the Make-Whole
Premium Determination Date.

    


    “Secretary” or “Administrator” means
the Secretary of Transportation or any official or official body from time to
time duly authorized to perform the duties and functions of the Secretary of
Transportation under Title XI of the Act (including the Maritime Administrator,
the Acting Maritime Administrator, and to the extent so authorized, the Deputy
Maritime Administrator, the Acting Deputy Maritime Administrator and other
officials of the Maritime Administration.

    


    “Supplement No. 2 to
Indenture” means the Supplement No. 2 to Trust Indenture dated November
24, 2009, between the Shipowner and the Indenture Trustee.


    
      
         


      

      
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    “Title XI” means Title
XI of the Act (now codified as Chapter 537 of Title 46 of the U.S.
Code).

    


    All other capitalized terms used herein
have the meanings set forth in Schedule A to the Indenture, as
amended.

    


    ARTICLE
SECOND

    


    Section
2.01.        The
Obligations.  Article 2(a) of the Special Provisions of the
Indenture is hereby amended and restated in its entirety as
follows:

     

    (a) The Obligations issued hereunder
shall be designated "United States Government Guaranteed Ship Financing
Obligations, GORILLA VIII Series," and shall be substantially in the form of
Exhibit A to
Supplement No. 2 to Indenture; and, the aggregate principal amount of
Obligations which may be issued under this Indenture shall not
exceed$124,859,000.

     

    Section
2.02.        Article 4(a) and (c) of the
Special Provisions of the Indenture is hereby amended and restated in its
entirety to read as follows:

     

    (a)           Scheduled
Mandatory Redemption. The Obligations are subject to redemption at a
Redemption Price equal to 100% of the principal amount thereof, together with
interest accrued thereon to the applicable Redemption Date, through the
operation of scheduled repayment providing for the semi-annual redemption on
January 15 and July 15 of each year, commencing January 15, 2004 of $5,203,000
of principal amount of Obligations, which amount represents approximately one
thirty-sixth (1/36) of the Original Principal Amount of Obligations, plus
interest accrued thereon to the Redemption Date.  Unless redeemed
earlier in accordance with this Indenture, there shall be a final redemption of
the remaining outstanding principal of the Floating Rate Note on the Effective
Date and a final redemption of the remaining outstanding principal of the Fixed
Rate Note on July 15, 2021.



    
      
         


      

      
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              Notwithstanding
      the foregoing provisions of this subsection (a), if the principal amount
      of Outstanding Obligations shall be reduced by reason of any redemption
      pursuant to Sections 3.04 or 3.06 of Exhibit 1 to this Indenture, the
      principal amount of Obligations to be redeemed pursuant to this subsection
      (a) on each subsequent Redemption Date for such Obligations shall be
      reduced by an amount equal to the principal amount of such Obligations
      retired by reason of such redemption pursuant to Sections 3.04 or 3.06 of
      Exhibit 1 hereto divided by the number of Redemption Dates (including the
      Stated Maturity of such Obligations) scheduled thereafter to July 15, 2021
      in the case of Fixed Rate Note(s) (subject to such increase as shall be
      necessary so that the total principal amount of Obligations to be redeemed
      on any such Redemption Date shall be an integral multiple of $1,000);
      provided
      that, the
      entire unpaid principal amount of the Outstanding Obligations shall be
      paid not later than the Effective Date in the case of the Floating Rate
      Note and July 15, 2021 in the case of each Fixed Rate Note.  The
      Shipowner shall, in accordance with Section 3.02(e) of Exhibit 1 hereto,
      promptly after each redemption pursuant to said Sections 3.04 or 3.06,
      furnish to the Secretary, the Indenture Trustee and each Holder a revised
      table of scheduled repayments reflecting the reductions made pursuant to
      this subsection (a) as a result of such
  redemption.

            


    

      


    *   
        *           
*

    
       

    

    
      (c)          
Optional
Redemptions of Obligations at Make-Whole Premium.  At its
option, the Shipowner may prepay on any Interest Payment Date the Fixed Rate
Note, in whole or in part, at a Redemption Price equal to 100% of the principal
amount thereof together with interest accrued thereon to the Redemption Date
plus the Make-Whole Premium, if any.  Prepayments shall be applied pro
rata against each Fixed Rate Note and applied against the scheduled principal
payments in the inverse order of scheduled maturity.

    

     

    Section
2.03.          Article 4(e) of
the Special Provisions of the Indenture is hereby deleted in its
entirety.

     

    Section
2.04.          The phrase “in
the form of Exhibit B to Supplement No. 1 to the Indenture” in Article 5(f) of
the Special Provisions of the Indenture is revised to read “in the form of
Exhibit A to Supplement No. 2 to Indenture.”

     

    Section
2.05.          Concerning
Section 2.10 of Exhibit 1 to the Indenture, on and after the Effective Date, the
Shipowner shall not execute and the Indenture Trustee shall not authenticate,
transfer, exchange or deliver any Obligation unless in the form of Exhibit A to
Supplement No. 2 to Indenture.


    
      
         


      

      
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    Section
2.06.          Article 5(l) of
the Special Provisions of the Indenture is hereby amended and restated in its
entirety to read as follows:

    


    (l)           Concerning
Section 3.05.  Section 3.05 is revised to read as
follows:

    


    SECTION
3.05.  Redemption after Total Loss,
or Requisition of Title, Seizure or Forfeiture of a
Vessel.  The Shipowner and the Secretary may Request a
Redemption Date, at least forty (40) days but not more than sixty (60) days from
the Indenture Trustee’s receipt of the Request, for the redemption of certain
Obligations because of (1) an actual, constructive, agreed or compromised total
loss of the Vessel, or (2) requisition of title to, or seizure or forfeiture of
the Vessel.  Upon receipt, the Indenture Trustee shall promptly give
notice to the Holders of the Redemption Date as provided in Section 3.08 and on
that date shall redeem, out of funds it receives from the Shipowner, such
principal amount of Obligations together with the interest accrued
thereon.

     

    Section
2.07.          Article 5(w) of
the Special Provisions of the Indenture is hereby deleted in its
entirety.

    


    Section
2.08.          Article 5(cc)
of the Special Provisions of the Indenture is hereby amended and restated in its
entirety to read as follows:

    


    (cc)         Concerning Registered and
Beneficial Ownership of theObligations;
Legends.

    


    (i)     The
Fixed Rate Note will be issued in the form of a single permanent global Note in
definitive, fully registered form without interest coupons (the "Global
Obligation").  Except as provided in paragraph (iii) below, owners of
beneficial interests in the Global Obligation ("Beneficial Owners") shall not be
entitled to receive separate certificated Notes ("Definitive Obligations") and
shall not be considered the holders thereof.  Each such Global
Obligation shall be deposited with DTC or the Indenture Trustee, as custodian
for DTC, registered in the name of Cede or such other nominee as may be
requested by DTC, and duly executed by the Shipowner and authenticated by the
Indenture Trustee as provided in the Indenture.  The Global Obligation
shall bear such legend as DTC may require.


    
      
         


      

      
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      (ii)  
Members
of, or participants in, DTC shall have no rights under the Indenture with
respect to the Global Obligation held on their behalf by DTC or by the Indenture
Trustee, as the custodian of DTC, or under the Global Obligation, and Cede or
such other nominee as DTC may request may be treated by the Shipowner, the
Indenture Trustee and any agent of the Shipowner or the Indenture Trustee as the
absolute owner of the Global Obligation for all purposes
whatsoever.  Notwithstanding the foregoing, nothing herein shall
prevent the Shipowner, the Indenture Trustee or any agent of the Shipowner or
the Indenture Trustee from giving effect to any written certification, proxy or
other authorization furnished by DTC, Cede or such other nominee as DTC may
request,  or impair, as between DTC and its members and participants,
the operation of customary practices of DTC governing the exercise of the rights
of an owner of a beneficial interest in the Global
Obligation.

    

    


    
      (iii)      (1)            The
transfer and exchange of the Global Obligation or beneficial interests therein
shall be effected through DTC or the Indenture Trustee, as the custodian for
DTC, in accordance with the Indenture and the procedures of DTC
therefor.

    

    


    
      (2)           
The
Global Obligation shall be exchangeable for Definitive Obligations registered in
the names of persons owning the beneficial interests in the Global Obligation
only if DTC notifies the Shipowner, with a copy to the Indenture Trustee, that
it is unwilling or unable to continue as depositary for such Global Obligation
or DTC ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, at a time when DTC is required to be so registered in
order to act as depositary, and a successor depositary is not appointed by the
Shipowner within 90 days thereafter. In such event, the Indenture Trustee shall
within 30 days from receipt of such notice instruct DTC to notify its direct and
indirect participants of the need to re-register the Obligations in the names of
the beneficial owners.  Upon surrender by DTC of the Global Obligation
issued in its name, the name of Cede or another nominee, the Shipowner shall
issue at its sole cost and expense, and the Indenture Trustee shall authenticate
Definitive Obligations in the names provided to the Indenture Trustee by
DTC.

    

    


    
      (3)           
The
Global Obligation that is exchangeable for Definitive Obligations registered in
the name of the owners of beneficial interests therein pursuant to this
paragraph (iii) shall be surrendered by DTC to the Indenture Trustee to be so
exchanged, without charge, and the Shipowner shall execute and the Indenture
Trustee shall authenticate and deliver, upon such exchange of the Global
Obligation, an equal aggregate principal amount of Definitive Obligations of
authorized denominations.  Definitive Obligations issued in exchange
for a beneficial interest in the Global Obligation pursuant hereto shall be
registered in such names and in such authorized denominations as DTC, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Indenture Trustee in writing.  The Indenture Trustee
shall deliver such Definitive Obligations to the Beneficial Owners in whose
names such Obligations are so registered in accordance with the instructions of
DTC.

    


    
      
         


      

      
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      (4)           
The
registered holder of a Global Obligation may grant proxies and otherwise
authorize any Beneficial Owner, including DTC's members and participants and
Beneficial Owners that may hold interest through such members and participants,
to take any action which a Holder is entitled to take under the Indenture or the
Obligations.

    

    


    
      (5)           
In the
event of the occurrence of the event specified in paragraph (iii)(2), the
Shipowner shall promptly make available to the Indenture Trustee a reasonable
supply of Definitive Obligations.

    

    


    
      (6)           
Notwithstanding
any other provision of the Indenture, the Global Obligation may not be
transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC.

    

    


    
      (iv)         
At such
time as all beneficial interests in a Global Obligations have either been
exchanged for Definitive Obligations, redeemed, repurchased or canceled, the
Global Obligation shall be returned to the Indenture Trustee for cancellation or
retained and canceled by the Indenture Trustee.

    

    


    
      (v)          
The
Indenture Trustee shall have no responsibility or obligation to any owner of a
beneficial interest in the Global Obligation, a member of, or a participant in,
DTC or any other Beneficial Owner with respect to the accuracy of the records of
DTC or its nominee or of any participant or member thereof, with respect to any
ownership interest in the Obligations or with respect to the delivery to any
participant, member, beneficial owner or other Beneficial Owner (other than DTC)
of any notice (including any notice of redemption) or the payment of any amount
or delivery of any Obligations (or other security or property) under or with
respect to such Obligations.  All notices and communications to be
given to the Holders and all payments to be made to Holders in respect to the
Obligations shall be given or made only to or upon the order of the registered
Holders (which shall be DTC, Cede or such other nominee as may be requested by
DTC, in the case of the Global Obligation).  The rights of owners of
beneficial interests in the Global Obligation shall be exercised only through
DTC subject to the applicable rules and procedures of DTC.  The
Indenture Trustee may rely and shall be fully protected in relying upon
information furnished by DTC with respect to its members, participants and any
beneficial owners.

    


    
      
         


      

      
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    Section
2.09           Endorsement of Floating Rate
Note.  Upon surrender of the Floating Rate Note issued on June
22, 2007 to the Indenture Trustee by the Holder thereof following the payment in
full of all amounts due thereunder, such Floating Rate Note shall be endorsed to
show the redemption of the outstanding amount and thereupon shall be
cancelled.

    


    Section
2.10           Form of Fixed Rate
Note.  The form of Fixed Rate Note is attached as Exhibit A to
this Supplement No. 2.

    


    Section
2.11           Issuance of Fixed Rate
Note.  On and after the Effective Date, the Shipowner shall
issue and deliver to the Holders thereof Fixed Rate Note(s) in accordance with
the Indenture substantially in the form of Exhibit A to this Supplement No.
2.

    


    Except as so amended, the provisions of
the Indenture are hereby confirmed, and shall remain in full force and
effect.

    


    This Supplement No. 2 may be executed
in several counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

    


    Notwithstanding any provision herein,
in the event there are any inconsistencies between the original of this document
held by the Secretary, and an original held by any other party to this
transaction, the provisions of the original document held by the Secretary shall
prevail.


    
      
         


      

      
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    IN WITNESS WHEREOF, this
Supplement No. 2 to Indenture has been duly executed by the Parties as of the
day and year first above written.

    


    
      
        
          
            
              	
                      (SEAL)

                    	 
      	
                      ROWAN
      COMPANIES, INC.

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      ATTEST:

                    	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                      William H. Wells

                    
	 
      	 
      	 
      	
                      Vice
      President, Finance and

                    
	 
      	 
      	 
      	
                      Chief
      Financial Officer

                    
	 	 	 	 
	
                      Melanie M. Trent

                    	 
      	 
      	 
      
	
                      Corporate
      Secretary

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      MANUFACTURERS
      AND TRADERS TRUST

                    
	 
      	 
      	
                      COMPANY

                    
	
                      (SEAL)

                    	 
      	
                      Indenture
      Trustee

                    
	 
      	 
      	 
      	 
      
	
                      ATTEST:

                    	 
      	 
      	 
      
	 
      	 
      	
                      By:

                    	
                      Donald C. Hargadon

                    
	 
      	 
      	 
      	
                      Vice
      President

                    
	 
      	 
      	 
      	 
      
	
                      David L. Williams

                    	 
      	 
      	 
      
	
                      Vice
      President

                    	 
      	 
      	 
      


            

          

        

      

    


    
      
         


      

      
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    CONSENT:

    


    Pursuant to Section 10.05 of the
General Provisions incorporated into the Indenture by reference attached as
Exhibit 1 to the Indenture, the Secretary hereby consents to this Supplement No.
2 to Trust Indenture.

    


    
      
        	
                ATTEST:

              	 
      	
                UNITED
      STATES OF AMERICA,

              
	 
      	 
      	
                SECRETARY
      OF TRANSPORTATION

              
	 
      	 
      	 
      	 
      
	
                Sarah J. Washington

              	 
      	
                BY:

              	
                MARITIME
      ADMINISTRATION

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                Christine Gurland

              
	 
      	 
      	 
      	
                Secretary

              


      

    


    
      
         


      

      
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    Exhibit
A to Supplement No. 2 to Indenture

    


    SPECIMEN NOTE

    


    Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

    
      	 
      	 
      	
              CUSIP
      779382 AM2

            
	 
      	 
      	 
      
	
              $124,859,000

            	 
      	
              No.
      1

            


    

    


    UNITED
STATES GOVERNMENT GUARANTEED

    SHIP
FINANCING OBLIGATION, GORILLA VIII SERIES

    


    Fixed
Rate Note due July 15, 2021

    


    Issued
by

    


    ROWAN
COMPANIES, INC.

    


    Principal and interest guaranteed under
Title XI of the Merchant Marine Act, 1936, as amended (now codified as Chapter
537 of Title 46 of the U.S. Code).

    


    ROWAN COMPANIES, INC., a Delaware
corporation (herein called the "Shipowner"), FOR VALUE RECEIVED, promises to pay
to Cede & Co. or registered assigns at such account at and address of a
commercial bank in New York, New York as the Holder hereof may direct from time
to time in writing, the principal sum of  ONE HUNDRED TWENTY-FOUR
MILLION EIGHT HUNDRED FIFTY-NINE THOUSAND AND NO/100 DOLLARS ($124,859,000) in
twenty-three (23) equal semiannual installments of $5,203,000 on each of January
15 and July 15 commencing on January 15, 2010 and the remaining unpaid balance
on July 15, 2021, and to pay interest semiannually on January 15 and July 15 of
each year, commencing January 15, 2010, on the unpaid principal amount of this
Note at the rate of 3.158% per annum calculated on the basis of a 360-day year
and twelve 30-day months from the interest payment date referred to above next
preceding the date of this Note to which interest on the Notes has been paid
(unless the date hereof is the date to which interest on the Notes has been
paid, in which case from the date of this Note), or if no interest has been paid
on the Notes since the original issue date (as described in the Indenture
hereinafter mentioned) of this Note, from such original issue date, until
payment of said principal sum has been made or duly provided for, and at the
same rate per annum on any overdue principal.


    
      
         


      

      
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    The principal of and the interest on
this Note, as well as any premium herein in the case of certain redemptions
hereof to maturity, are payable in immediately available funds to the registered
Holder hereof at the Corporate Trust Office of 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"), in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts therein.

    


    This Note is one of an issue of
obligations of the Shipowner  designated as its "United States
Government Guaranteed Ship Financing Obligations, GORILLA VIII Series," all
issued under a Trust Indenture dated May 23, 2001, as amended by Supplement No.
1 to Indenture, dated June 22, 2007 and by Supplement No. 2 to Indenture, dated
November 24, 2009 (the "Indenture"), between the Shipowner and the Indenture
Trustee, to aid in financing the cost of the construction by the Shipowner of
the Vessel.  Reference is hereby made to the Indenture for a
definition of all capitalized terms used and not otherwise defined herein and a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Shipowner and the Indenture Trustee, and the rights
and limitations of rights of the Holders of the Obligations and the
Secretary.  This Note is one of the Obligations.

    


    In accordance with the terms of an
Authorization Agreement dated as of May 23, 2001, as amended by Amendment No. 1
to Authorization Agreement dated June 22, 2007 and by Amendment No. 2 to
Authorization Agreement dated November 24, 2009 (herein the "Authorization
Agreement"), between the UNITED STATES OF AMERICA, represented by the Secretary
of Transportation, acting by and through the Maritime Administrator (herein
called the "Secretary"), and the Indenture Trustee, and by endorsement of the
guarantee of the United States of America (the "Guarantees") on each of the
Obligations and the authentication and delivery of the Guarantees by the
Indenture Trustee, all pursuant to the Act, this Note is guaranteed by the
United States of America as provided in the Authorization Agreement and in the
Guarantees endorsed thereon.  Reference is hereby made to the
Authorization Agreement for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Secretary and the Indenture
Trustee, and the rights and limitations of rights of the Holders of this
Note.


    
      
         


      

      
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    Furthermore, it is hereby noted that
Section 1103(d) of Title XI of the Act (now codified at 46 U.S.C. § 53705(a))
provides that:


    


    
      “The full
faith and credit of the United States Government is pledged to the payment of a
guarantee made under this chapter, for both principal and interest, including
interest (as may be provided for in the guarantee) accruing between the date of
default under a guaranteed obligation and the date of payment in full of the
guarantee."

    

    


    If an Indenture
Default  shall have occurred and be continuing, the Indenture Trustee,
as provided in the Indenture, shall not later than 60 days from the date of such
Indenture Default, demand payment by the Secretary of the Guarantees, whereupon
the entire unpaid principal amount of the Outstanding Notes and all unpaid
interest thereon shall become due and payable on the first to occur of the date
which is 30 days from the date of such demand or the date on which the Secretary
pays the Guarantees.  If no demand for payment of the Guarantees shall
have been made by the Indenture Trustee on or before the 30th day following an
Indenture Default, the Holder of any Outstanding Note may, in the manner
provided in the Indenture, make such demand in place of the Indenture
Trustee.  In the event of an Indenture Default of which the Secretary
has actual knowledge, the Secretary, as provided in the Authorization Agreement,
will publish notice in the Authorized Newspapers, which shall be The Wall Street
Journal, of the occurrence of such Indenture Default within 30 days from
the date of such Indenture Default, unless demand for payment under the
Guarantees shall previously have been made by the Indenture Trustee, but any
failure to publish such notice or any defect therein shall not affect in any way
any rights of the Indenture Trustee, the Secretary, or any Holder of a Note with
respect to such Indenture Default.

    


    Within 30 days from the date of any
demand for payment of the Guarantees, the Secretary shall pay to the Indenture
Trustee, as agent and attorney-in-fact for the Holders of the Outstanding Notes
(including this Note), all the unpaid interest to the date of such payment on,
and the unpaid balance of the principal of, such Notes in full, in cash; provided that, in the case of
a demand made as a result of a Payment Default, the Secretary shall not be
required to make any such payment (i) if within such 30-day period (and prior to
any payment of the Guarantees by the Secretary), the Secretary finds either that
there was no Payment Default, or that such Payment Default was remedied prior to
the demand for payment of the Guarantees or (ii) the Secretary assumes the
Obligations and makes all payments then in default in the manner provided in
Section 6.09 of the Indenture.  In each such event, the Guarantees
shall continue in full force and effect.


    
      
         


      

      
        - 13
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    The Holder of this Note, by the
purchase and acceptance hereof, hereby irrevocably appoints the Indenture
Trustee and each other Holder of any of the Outstanding Notes as agent and
attorney-in-fact for the purpose of making any demand for payment of the
Guarantees, and (in the case of the Indenture Trustee) of receiving and
distributing such payment; provided that, no action or
failure to act by the Indenture Trustee shall affect the right of the Holder of
this Note to take any action whatsoever permitted by law and not in violation of
the terms of this Note or of the Indenture.

    


    Any amount payable by the Secretary
under the Guarantees shall not be subject to any claim or defense of the United
States of America, the Secretary, or others, whether by way of counterclaim,
set-off, reduction or otherwise.  Further, the Holder of this Note
shall have no right, title or interest in any collateral or security given by
the Shipowner to the Secretary.

    


    After payment of the Guarantees by the
Secretary to the Indenture Trustee, this Note (1) if it has not then been
surrendered for cancellation or cancelled, shall represent only the right to
receive payment in cash of an amount (less the amount, if any, required to be
withheld with respect to transfer or other taxes on payments to the Holder of
this Note) equal to the unpaid principal amount hereof and the unpaid interest
accrued hereon to the date on which the Secretary shall have paid the Guarantees
in full in cash to the Indenture Trustee, (2) shall otherwise no longer
constitute or represent an obligation of the Shipowner, and (3) shall not be
entitled to any other rights or benefits provided in the Indenture, subject to
Section 6.08 of  the Indenture.

    


    The Notes (including this Note) may be
prepaid or redeemed upon the terms and conditions provided in the Indenture, in
whole or in part, at the option of the Shipowner, upon at least 30 and not more
than 60 days prior notice given as provided in the Indenture.

    


    The Shipowner may, at its option,
prepay on any Interest Payment Date, at 100% of the principal amount thereof,
plus interest accrued thereon to such date plus the Make-Whole Premium, an
additional principal amount of Notes upon the terms and conditions provided in
the Indenture.  The "Make-Whole Premium" is the amount as determined
by the Indenture Trustee pursuant to the terms of the Indenture to equal the
excess, if any, of (i) the sum of the respective Payment Values of each
Prospective Payment, over (ii) 100% of the aggregate principal amount being
prepaid on the Redemption Date.  The "Payment Value" of each
Prospective Payment shall be determined by discounting such Prospective Payment
at the Reinvestment Rate for the period from the Payment Date on which such
Prospective Payment was scheduled to be paid to the applicable Redemption
Date.  "Prospective Payment" means, with respect to the Fixed Rate
Notes:  (i) each scheduled interest payment on each scheduled
principal amount to be prepaid; and (ii) the scheduled principal amount to be
prepaid.  Prepayments shall be applied pro rata against each
Note and applied against the scheduled principal payments in the inverse order
of scheduled maturity.


    
      
         


      

      
        - 14
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    This Note is also subject to repayment,
upon the terms and conditions provided in the Indenture and upon like notice,
through the operation of the mandatory repayment schedule set forth in the first
paragraph of this Note, provided that, notwithstanding the foregoing provisions
of that paragraph, in case the principal amount of Outstanding Notes shall be
reduced by reason of prepayment described in part (a) of the next succeeding
paragraph or in the second succeeding paragraph, the principal amount of Notes
to be repaid through the operation of the mandatory repayment schedule on each
subsequent Payment Date shall be subject to reduction as provided in the
Indenture.

    


    The Notes (including this Note) are
also subject to prepayment, upon the terms and conditions provided in the
Indenture, at 100% of the principal amount thereof, plus interest accrued
thereon to the date of prepayment, upon at least 30 and not more than 60 days
prior notice (a) in part, in the event that Notes must be redeemed so that the
principal amount of all Notes Outstanding after such redemption will not exceed
87.5% of the Actual Cost of the Vessel, as determined by the Secretary, or (b)
in whole, in the event of an actual, constructive, agreed or compromised total
loss of, or requisition of title to, or seizure or forfeiture of, the
Vessel.

    


    The Notes (including this Note) may
also be prepaid upon the terms and conditions provided in the Indenture, in
whole or in part, at the option of the Secretary, at any time following an
assumption of the Notes and the Indenture by the Secretary, upon at least 30 and
not more than 60 days prior notice given as provided in the Indenture, at a
Redemption Price equal to 100% of the principal amount to be prepaid, plus
interest accrued to the date fixed for prepayment.

    


    Any optional prepayment shall be
subject to the receipt of the prepayment moneys by the Indenture Trustee or any
Paying Agent in accordance with the terms and conditions of the
Indenture.  Any amount of the Notes called for prepayment shall
(unless the Shipowner shall default in the payment of such Notes at the
applicable Redemption Price plus accrued interest) cease to bear interest on and
after the date fixed for prepayment.


    
      
         


      

      
        - 15
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    As provided in the Indenture and to the
extent permitted thereby, compliance by the Shipowner with any of the terms of
the Indenture may be waived, and the Indenture and the rights and obligations of
the Shipowner, and the rights of the Holders of the Notes (including this Note)
thereunder may be modified, at any time with the prior consent of the Secretary,
and except as otherwise expressly provided in the Indenture, the consent of the
Holders of at least 60% in principal amount of the Outstanding Notes affected
thereby in the manner and subject to the limitations set forth in the Indenture;
provided that, no such waiver
or modification shall (1) without the consent of the Holder of each Note
affected thereby: (a) change the Stated Maturity or reduce the principal amount
of any Note, (b) extend the time of payment of, or reduce the rate of, interest
thereon, (c) change the due date of or reduce the amount of any mandatory
scheduled redemption, (d) reduce any premium payable upon the redemption
thereof, or (e) change the coin or currency in which any Note or the interest
thereon is payable; or (2) without the consent of all Holders of the Notes: (a)
terminate or modify any of the Guarantees or the obligations of the United
States of America thereunder, (b) reduce the amount of any of the Guarantees,
(c) eliminate, modify or condition the duties of the Indenture Trustee to demand
payment of the Guarantees, (d) eliminate or reduce the eligibility requirements
of the Indenture Trustee, or (e) reduce the percentage of principal amount of
the Notes the consent of whose Holders is required for any such modification or
waiver.

     

    The Indenture provides that the Notes
(including this Note) shall no longer be entitled to any benefit provided
therein if the Notes shall have become due and payable at Maturity (whether by
repayment, prepayment, redemption or otherwise) and funds sufficient for the
payment thereof (including interest to the date fixed for such payment, together
with any premium thereon) and available for such payment (1) shall be held by
the Indenture Trustee or any Paying Agent, or (2) shall have been so held and
shall thereafter have been paid to the Shipowner, or returned to the Secretary,
after having been unclaimed for 6 years after the date of maturity thereof
(whether by repayment, prepayment, redemption or otherwise) or the date of
payment of the Guarantees, except for the right (if any), of the Holder to
receive payment from the Shipowner of any amounts paid to the Shipowner, or the
Secretary if such funds have been returned to the Secretary, as provided in (2)
above with respect to this Note, all subject to the provisions of Section 6.08
of  the Indenture.

    


    This Note is transferable by the
registered Holder or by his duly authorized attorney, at the Corporate Trust
Office of the Indenture Trustee, upon surrender or cancellation of this Note,
accompanied by an instrument of transfer in form satisfactory to the Shipowner
and the Indenture Trustee, duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon new, fully registered Notes
of like series and maturity for the same aggregate principal amount will be
issued to the transferees in exchange therefor, each in the principal amount
$1,000.00 or any integral multiple thereof, subject to the provisions of the
Indenture.  The Indenture provides that the Shipowner shall not be
required to make transfers or exchanges of (1) Notes for a period of 15 days
immediately prior to an Interest Payment Date, (2) Notes after demand for
payment of the Guarantees and prior to payment thereof or rescission of such
demand as provided in Section 6.02(a) of the  Indenture, or (3) any
Note which has been selected for repayment or prepayment or redemption in whole
or in part, except as to the unredeemed portion of any Note being repaid,
prepaid or redeemed in part.


    
      
         


      

      
        - 16
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    The Shipowner, the Secretary, the
Indenture Trustee, and any office or agency for the payment of Notes may deem
and treat the person in whose name this Note is registered as the absolute owner
thereof for all purposes, and neither the Shipowner, the Secretary, the
Indenture Trustee, nor any such office or agency shall be affected by any notice
to the contrary, whether this Note shall be past due or not.

    


    No recourse shall be had for the
payment of principal of, or the interest or premium (if any) on, this Note, or
for any claim based hereon or on the Indenture, against any incorporator or any
past, present or future subscriber to the capital stock, stock-holder, officer
or director of the Shipowner or of any successor corporation, as such, either
directly or through the Shipowner or any such successor corporation, under any
constitution, statute or rule of law or by the enforcement of any assessment, or
otherwise, all such liability being expressly waived and released by the
acceptance of this Note and by the terms of the Indenture.

    


    None of the Make-Whole Premium or any
other charges, costs, expenses, or indebtedness owed by the Shipowner under the
Obligation Purchase Agreement to any Person is guaranteed by the United
States.  The Guarantee of the United States extends only to the
principal and interest owed under this Note and only to the extent specified
herein.

    


    This Note may not be amended,
terminated or modified in any fashion without the prior written consent of the
Secretary.

    


    Neither this Note nor the Guarantee
endorsed hereon shall be valid or become obligatory for any purpose until the
Indenture Trustee shall have fully signed the authentication certificate
endorsed hereon.

    


    REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.

     

    
      
         

      

      
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    IN WITNESS WHEREOF, the Shipowner has
caused this Note to be duly executed by the manual or facsimile signatures of
its duly authorized officers.

    


    
      
        
          
            	 
      	 	
                    ROWAN
      COMPANIES, INC.

                  
	 
      	 	 
      
	 
      	 	
                    BY:

                  	
                     

                  
	 
      	 	 
      	
                    Vice
      President, Finance

                  
	 
      	 	 
      	
                    and
      Chief Financial Officer

                  
	 
      	 	 
      	 
      
	
                    Attest:

                  	 	 
      	 
      
	 
      	 	 
      	 
      
	
                     

                  	 	 
      	 
      
	
                    Corporate
      Secretary

                  	 	 
      	 
      
	 
      	 	 
      	 
      
	
                    Dated:  _____________

                  	 	 
      	 
      


          

        

      

    


    
      
         


      

      
        - 18
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    GUARANTEE
OF THE UNITED STATES OF AMERICA

    


    The United States of America,
represented by the Maritime Administrator, pursuant to 46 U.S.C. Chapter 537,
hereby guarantees to the holder of the Note annexed hereto, upon demand of the
holder or his agent, payment of the unpaid interest on, and the unpaid balance
of the principal of, such Note, including interest accruing between the date of
default under such Note and the payment in full of the Note under this
Guarantee.  The full faith and credit of the United States of America
is pledged to the payment of this Guarantee.  The validity of this
Guarantee is incontestable in the hands of any holder of such Note. Payment of
this Guarantee will be made in accordance with the provisions of such
Note.

    


    
      
        
          
            	 
      	
                    UNITED
      STATES OF AMERICA

                  	 
	 
      	
                    MARITIME
      ADMINISTRATION

                  	 
	 
      	 
      	 
      	 
	
                    (SEAL
      OF THE DEPARTMENT

                  	 
      	 
      	 
	
                     OF
      TRANSPORTATION)

                  	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                    BY:

                  	
                       

                  	 
	 
      	
                    Maritime
      Administrator

                  	 


          

        

      

    

    


    INDENTURE
TRUSTEE'S AUTHENTICATION CERTIFICATE

    


    This is one of the Notes described in
the Indenture and the foregoing Guarantee is one of the Guarantees described in
the Authorization Agreement.

    


    
      
        
          
            	 
      	
                    MANUFACTURERS
      AND TRADERS TRUST COMPANY

                  	 
	 
      	
                    Indenture
      Trustee

                  	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                    BY:

                  	
                          

                  	 
	 
      	 
      	 
      	 


          

        

      

    


    
      
         


      

      
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