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                                                                    EXHIBIT 10.7
COMPANY:  Global Marine Inc. (the "Company")

ITEM:     Resolutions of the Compensation Committee
          of the Board of Directors

SUBJECT:  Grant of Restricted Stock

DATE:     August 16, 2001

          RESOLVED that, as an added incentive to achieve the long-term
objectives of the Company and its subsidiaries, Robert E. Rose be and hereby is
granted a conditional right, under and pursuant to the Global Marine 1998 Stock
Option and Incentive Plan (the "Plan"), to receive 250,000 restricted shares of
the Company's common stock; and it was further

          RESOLVED that the restricted shares of the Company's common stock
mentioned in the foregoing resolution be issued and delivered to Mr. Rose only
if and when a merger between the Company and Santa Fe International Corporation
is successfully closed before the end of 2001; and it was further

          RESOLVED that the restrictions and other terms and conditions of the
restricted shares of the Company's common stock mentioned in the foregoing
resolutions shall be the restrictions, terms and conditions stated in a
memorandum and its attachment (together the "Memorandum") substantially in the
form thereof attached hereto as Exhibit A, with such changes therein as any
officer executing and delivering the Memorandum to Mr. Rose as authorized in
these resolutions may approve, which form is hereby approved and adopted in all
respects; and it was further

          RESOLVED that an aggregate of 250,000 shares of the Company's common
stock be issued and delivered to Mr. Rose, and that Mr. Rose shall receive said
shares, all subject to the terms and conditions of these resolutions, the
Memorandum, and the Plan; and it was further

          RESOLVED that this Committee hereby determines that the fair market
value per share of the common stock of the Company on the date of the closing of
a merger between the Company and Santa Fe International Corporations will be the
mean between the lowest and highest sale prices for such shares as reported by
The Wall Street Journal on its Internet website for securities traded on said
date (corrected for obvious typographical errors); and it was further

          RESOLVED that the Chief Executive Officer, the President or any Vice
President of the Company be, and each of them hereby is, authorized to execute
and deliver a Memorandum to Mr. Rose in order to evidence the restrictions and
other terms and conditions of the restricted shares of the Company's common
stock mentioned in the foregoing resolutions; and it was further

          RESOLVED that the proper officers of the Company be and hereby are
authorized and directed to do or cause to be done any and all such further acts
and things and to execute and deliver any and all such further documents,
papers, instruments and agreements as they may deem necessary or desirable to
effect the intent and purposes of these resolutions.
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                                   EXHIBIT A
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TO:            Robert E. Rose                      DATE:   ___________ 2001

FROM:          _____________

SUBJECT:       Restricted Stock

On August 16, 2001, the Compensation Committee of the board of directors of
Global Marine Inc. granted to you a right to receive 250,000 shares of
restricted Global Marine Inc. common stock, contingent upon the consummation of
the transactions contemplated in the Agreement and Plan of Merger by and among
Santa Fe International Corporation, Silver Sub, Inc., Gold Merger Sub, Inc. and
Global Marine Inc. dated August 31, 2001.  In satisfaction of that commitment,
166,250 GlobalSantaFe Corporation ordinary shares have been issued and
registered in your name, the shares being subject to the restrictions and other
terms and conditions set forth in the attachment to this memorandum.  This grant
serves as consideration for your outstanding efforts in structuring a strategic
business combination involving Global Marine Inc. and Santa Fe International
Corporation, your continued employment through the period of transition
resulting from the transactions referenced above, and your execution of the
First Amendment to your Amended and Restated Employment Agreement, which waives
rights conferred by Section 9.6 of your Amended and Restated Employment
Agreement.





                                    [NAME OF SIGNING OFFICER]



Attachment
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                           GLOBALSANTAFE CORPORATION

                              TERMS AND CONDITIONS
                                       OF
                                RESTRICTED STOCK

On August 16, 2001, the Compensation Committee (the "GMI Compensation
Committee") of the board of directors of Global Marine Inc. ("GMI") granted to
you a right to receive 250,000 shares of restricted GMI common stock, contingent
upon the consummation of the transactions contemplated by the Agreement and Plan
of Merger by and among Santa Fe International Corporation ("Santa Fe"), Silver
Sub, Inc., Gold Merger Sub, Inc. and GMI (the "Merger"). Accordingly, pursuant
to Section 7.14(i) of the Agreement and Plan of Merger, GlobalSantaFe
Corporation (the "Company") has issued and registered in your name 166,250
ordinary shares of the Company, par value $0.01 per share (the "Ordinary
Shares"), in satisfaction of the commitment made by the GMI Compensation
Committee.  This restricted stock grant (the "Grant") is intended to motivate
you to oversee a smooth integration of Santa Fe and GMI and is awarded in
consideration for your outstanding efforts as chief executive officer of GMI in
structuring the Merger, your continued dedication and service during the period
of transition resulting from the Merger, and your waiver of certain rights
conferred by Section 9.6 of the Amended and Restated Employment Agreement dated
August 16, 2001 by and among you, GMI and Global Marine Corporate Services Inc.
(the "Employment Agreement"), as contemplated by the First Amendment to the
Employment Agreement, dated as of August 31, 2001.  The Company has established
the following terms and conditions (the "Terms and Conditions") under which it
has issued restricted Ordinary Shares to you under the Global Marine 1998 Stock
Option and Incentive Plan (the "Plan").

  1. Restricted Share Grant. Effective as of the Closing Date of the Merger (the
     "Grant Date"), you are granted 166,250 Ordinary Shares (the "Restricted
     Shares"), subject to the restrictions and other terms and conditions
     outlined herein and the terms and conditions of the Plan as amended from
     time to time in accordance with its terms.

  2. Vesting. Except as otherwise provided in Paragraph 8, your Restricted
     Shares will vest on the third anniversary of the Grant Date provided that
     you remain continuously employed with the Company or any of its affiliates
     throughout the three-year period following the Grant Date. Restricted
     Shares that do not vest shall be forfeited to the Company, and you shall
     not thereafter have any rights (including dividend and voting rights) with
     respect to such forfeited Restricted Shares.

  3. Escrow of Shares. Effective as of the Grant Date, the Restricted Shares
     have been issued and registered in your name. Such issuance and
     registration are evidenced by an entry on the registry books of the Company
     and, if the Company so elects, will be evidenced by a certificate issued by
     the Company.

  4. Restrictions. You will have the right to receive all dividends and other
     distributions made with respect to Restricted Shares registered in your
     name and will have the right to vote or
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     execute proxies with respect to such registered Restricted Shares, unless
     and until the Restricted Shares are forfeited. Any book entries and share
     certificates evidencing the Restricted Shares will carry or be endorsed
     with a legend referring to the restrictions described herein. The Secretary
     of the Company will retain possession of such certificates, if any, until
     all vesting requirements with respect thereto shall have been fulfilled or
     waived.

     Except as authorized by the following sentence, the Restricted Shares
     issued hereunder may not be sold, assigned, pledged or otherwise
     transferred unless and until all of the restrictions described in these
     Terms and Conditions and the Plan have been removed and a new book entry
     evidencing the shares has been made or certificate representing the
     Restricted Shares has been issued which does not carry or is not endorsed
     with the legend regarding the restrictions. You may transfer Restricted
     Shares to (i) your spouse, children or grandchildren ("Immediate Family
     Members"), (ii) a trust or trusts for your exclusive benefit or the
     exclusive benefit of your Immediate Family Members, (iii) a partnership in
     which you and/or your Immediate Family Members are the only partners, (iv)
     a transferee pursuant to a judgment, degree or order relating to child
     support, alimony or marital property rights that is made pursuant to a
     domestic relations law of a state or country with competent jurisdiction (a
     "Domestic Relations Order"), or (v) such other transferee as may be
     approved by a committee described in Section 7 of the Plan (the
     "Committee") in its sole and absolute discretion; provided, however, that
     (x) the Committee may prohibit any transfer with or without cause in its
     sole and absolute discretion, and (y) subsequent transfers of transferred
     Restricted Shares or any portion thereof are prohibited except those to or
     by you in accordance with this Paragraph 4 or pursuant to a Domestic
     Relations Order. Following any transfer, the Restricted Shares will
     continue to be subject to the same restrictions described in these Terms
     and Conditions as were applicable immediately prior to transfer, and any
     and all other terms of these Terms and Conditions will apply to the
     transferee.

  5. Notice of Transfer. Each transfer permitted in Paragraph 4 will be effected
     by written notice thereof duly signed and delivered by the transferor to
     the Secretary of the Company at the Company's principal business office.
     Such notice will state the name and address of the transferee, the amount
     of restricted stock being transferred, and such other information as may be
     requested by the Secretary. The person or persons entitled to receive
     distributions and vote or execute proxies with respect to the Restricted
     Shares and to receive a certificate with respect to the vested Restricted
     Shares will be that person or those persons appearing on the Company's
     registry books as the owner or owners of the Restricted Shares, and the
     Company may treat the person or persons in whose name or names the shares
     are registered as the owner or owners of the shares for all purposes. The
     Company will have no obligation to, or liability for any failure to, notify
     you or any transferee of any forfeiture of Restricted Shares or of any
     event that will or might result in such forfeiture.

  6. Code Section 83(b) Election. You are permitted to make an election, under
     Code Section 83(b), to include an amount in income in respect of the
     Restricted Shares. You are advised to consult a tax advisor before making
     such an election.

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  7. Delivery of Shares. Upon satisfaction of the vesting conditions set forth
     in Paragraph 2, the Company shall issue and deliver to you a certificate or
     certificates for the Restricted Shares as soon as administratively
     practicable unless you hold such shares on an uncertificated basis through
     the Company's stock transfer agent or such other agent as the Company may
     from time to time designate.

  8. Termination of Employment. Your Restricted Shares will vest upon your
     termination of employment with the Company and/or its affiliates if (i)
     such termination is by reason of Early Retirement, Normal Retirement,
     Disability or death, (ii) your employment is involuntarily terminated other
     than for Cause, or (iii) you voluntarily terminate your employment within
     three years following the Grant Date and such termination constitutes a
     termination for Good Reason under your Employment Agreement, as modified by
     the First Amendment to your Employment Agreement. "Early Retirement" and
     "Normal Retirement" shall mean retirement on your Early Retirement Date or
     Normal Retirement Date, as defined in the Global Marine Retirement Plan for
     Employees (amended and restated as of January 1, 1989). For purposes of
     this Paragraph 8, capitalized terms not defined in these Terms and
     Conditions shall have the meaning set forth in the Employment Agreement.

  9. Adjustments. The Restricted Shares are subject to adjustment (including,
     without limitation, as to the number of Restricted Shares) in the sole
     discretion of the Committee and in such manner as the Committee may deem
     equitable and appropriate in connection with the occurrence of any of the
     events described in Section 6.2(c) of the Plan following the Grant Date.

 10. Limitation. Except as specifically provided herein, neither you, nor any
     person claiming through you, shall have any right or interest in the
     Restricted Shares, unless and until all the terms, conditions and
     provisions of these Terms and Conditions and the Plan that affect you or
     such other person shall have been complied with as specified herein.

 11. Requirements of Law and Stock Exchanges. Your right to acquire the
     Restricted Shares and the issuance and delivery of the Restricted Shares
     are subject to compliance with all applicable requirements of law. In
     addition, the Company will not be required to issue or deliver any
     certificate or certificates for any of the Restricted Shares prior to the
     admission of such Restricted Shares to listing on notice of issuance on any
     stock exchange on which shares of the same class are then listed.

 12. Wage Withholding and Employment Taxes. No certificates representing the
     shares of Restricted Stock shall be delivered to or in respect of you by
     the Company upon the expiration of the three-year period following the
     Grant Date unless the amount of all federal, state and other governmental
     withholding tax requirements imposed upon the Company with respect to the
     issuance of such shares has been remitted to the Company or unless
     provisions to pay such withholding requirements have been made to the
     satisfaction of the Committee pursuant to Section 6.4 of the Plan. The
     Committee may make such provisions as it may deem appropriate for the
     withholding of any taxes which it determines is required in

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     connection with the Grant. All Ordinary Shares withheld or surrendered will
     be valued at their Fair Market Value (as defined in the Plan) on the date
     the withholding obligation arises.

 13. Continued Employment and Future Grants.  Neither the grant of Restricted
     Shares nor the other arrangements outlined herein give you the right to
     remain in the employ of the Company or any of its affiliates or to be
     selected to receive similar or identical grants in the future.

 14. Company's Rights. The existence of the Grant shall not affect in any way
     the right or power of the Company or its shareholders to undertake or
     accomplish any corporate act.

 15. Notices. Notice or other communication to the Company with respect to the
     Grant or these Terms and Conditions must be made in writing and delivered
     to: Secretary, GlobalSantaFe Corporation, 777 N. Eldridge Parkway, Houston,
     Texas 77079-4493.

 16. Governing Law. The Grant and these Terms and Conditions shall be governed
     by, and construed in accordance with, the laws of the state of Texas.

 17. Global Marine 1998 Stock Option and Incentive Plan, the Board and the
     Committee. The Restricted Shares are granted to you, and any issuance and
     delivery of Restricted Shares are or will be made, under and pursuant to
     the Plan as the same shall have been amended from time to time in
     accordance with its terms. The decision of the Company's board of directors
     or the Committee on any questions concerning the interpretation or
     administration of the Plan or any matters covered in these Terms and
     Conditions will be final and conclusive. No amendment to the Plan or
     decision of the board or the Committee will deprive you, without your
     consent, of any rights hereunder.

     A copy of the Plan in its present form is available at the Company's
     principal office for inspection during business hours by you or other
     persons who may be entitled to any of the Restricted Shares as contemplated
     herein.

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