exhibit10_43.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.43

     

    RESTORATION
PLAN OF

     

    ROWAN
COMPANIES, INC.

     

    (As
Restated Effective July 1, 2009)

     

    Section
1.                      Purpose
and Operation

     

    The
purpose of the Restoration Plan of Rowan Companies, Inc. (“Plan”) is to provide
a select group of management or highly compensated employees who are
participants in The Rowan Pension Plan (“Pension Plan”) and/or the Rowan
Companies, Inc. Savings and Investment Plan (“401(k) Plan”) certain benefits
specified herein.  The provisions of the Pension Plan and 401(k) Plan,
as constituted from time to time, are incorporated by reference into the
Plan.  The Plan is intended to constitute a combination of an unfunded
“excess benefit plan” within the meaning of Section 4(b)(5) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”) and “top hat plan”
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.  This is a restatement of the Pension Benefit Restoration Plan
of Rowan Companies, Inc. and is effective as of July 1, 2009 (“Effective
Date”).

     

    Section
2.                      Administration

     

    (a)           The
Plan shall be administered by the committee appointed to be the “administrator”
of the Pension Plan (“Committee”) or by any other person or persons designated
by the Committee.

     

    (b)           The
Committee shall have the power to interpret the Plan, establish rules for the
administration of the Plan and make all other determinations necessary or
desirable for the Plan’s administration.

     

    (c)           The
decision of the Committee on any question concerning or involving the
interpretation or administration of the Plan shall be final and
conclusive.

     

    Section
3.                      Eligibility
for Benefits

     

    Eligible
Employees (as such term is defined in the Pension Plan) who are participating in
the Pension Plan and who are indicated as members of the Executive Group on the
HR System of Rowan Companies, Inc. (the “Company”) shall participate in the Plan
(“Participants”).

     

    Section
4.                      Amount
of Benefits

     

    (a)           Traditional Pension
Benefit.  The amount of benefit payable under the Plan to or
with respect to a Participant in the Plan from and after the Effective Date who
had an accrued benefit in the Pension Plan as of June 30, 2009 shall be
equal to the difference between (1) the amount of the pension benefit which
would have been payable respecting such accrued benefit (assuming termination of
employment with the Company as of June 30, 2009) but for the limitations on
maximum benefits imposed under Section 415 of the Internal Revenue Code of
1986, as amended (the “Code”) and the annual compensation limit specified in
Section 401(a)(17) of the Code and (2) the amount of the pension benefit
which is actually payable respecting such accrued benefit (assuming termination
of employment with the Company as of June 30, 2009), to the Participant or,
in the event of his death, to his spouse or beneficiary.  Such Plan
benefit amount is hereinafter referred to as the “Traditional Pension Benefit
Restoration Amount.”

     

    (b)           Cash Balance Pension
Benefit.  The benefit under the Plan to or with respect to a
Participant in the Plan from and after the Effective Date who has an accrued
benefit in the Pension Plan respecting periods after the Effective Date shall
consist of contribution credits to a hypothetical bookkeeping account equal to
the difference between (1) the contribution credits which would have been
made to the Pension Plan respecting such periods but for the annual compensation
limit specified in Section 401(a)(17) of the Code and (2) the contribution
credits actually made to the Pension Plan respecting such
periods.  The contribution credits described in the preceding sentence
shall be credited to such bookkeeping account annually as of the last day of the
Pension Plan year, and such account shall also receive interest credits pursuant
to Section 3(e) below.  Such Plan benefit is hereinafter referred to
as the “Cash Balance Pension Benefit Restoration Account.”

     

    (c)           401(k) Plan
Benefit.  The benefit under the Plan to or with respect to a
Participant in the Plan from and after the Effective Date respecting periods
after the Effective Date shall consist of contribution credits to a hypothetical
bookkeeping account equal to the product of (1) the Participant’s
“Compensation” as defined in the Pension Plan respecting such periods in excess
of the annual compensation limit specified in Section 401(a)(17) of the Code,
multiplied by (2) the maximum employer matching contribution percentage
under the 401(k) Plan respecting such periods.  The contribution
credits described in the preceding sentence shall be credited to such
bookkeeping account annually as of the last day of the Pension Plan year, and
such account shall also receive interest credits pursuant to Section 3(e)
below.  Such Plan benefit is hereinafter referred to as the “401(k)
Plan Benefit Restoration Account.”

     

    (d)           Supplemental
Benefit.  The supplemental benefit under the Plan to or with
respect to a Participant in the Plan from and after the Effective Date shall
consist of a contribution credit as of the Effective Date to a hypothetical
bookkeeping account equal to the amount specified in Exhibit A to the
Plan.  Such account shall also receive interest credits pursuant to
Section 3(e) below.  Such Plan benefit is hereinafter referred to as
the “Supplemental Benefit Restoration Account.”

     

    (e)           Interest
Credits.  As of the last day of each quarter in each calendar
year, and as of each payment date with respect to a Participant in a calendar
quarter, the Cash Balance Pension Benefit Restoration Account, the 401(k) Plan
Benefit Restoration Account and the Supplemental Benefit Restoration Account of
each Participant shall be credited with an interest equivalent based upon the
rate of interest paid on ten-year United States treasury notes (as reflected in
the United States Federal Reserve’s Statistical Release H-15) in November of the
immediately preceding calendar year and the balances in each such account as of
the first day of such quarter.

     

    (f)           Forfeitures.  Provisions
of this Section 4 to the contrary notwithstanding, if a Participant’s
accrued benefit under the Pension Plan respecting periods after the Effective
Date is forfeited, such Participant’s Cash Balance Pension Benefit Restoration
Account, 401(k) Plan Benefit Restoration Account and Supplemental Benefit
Restoration Account shall each be reduced to 0 unless and until such accrued
benefit under the Pension Plan is restored thereunder.

     

    Section
5.                      Payment
of Benefits

     

    (a)           This
Plan shall be an unfunded plan and payments of benefits pursuant to this Plan
shall be made from the general assets of the Company.  No special or
separate fund need be established and no segregation of assets need be made to
assure the payment of such benefits.  No Participant shall have any
interest in any particular asset of the Company by virtue of his rights under
this Plan.

     

    (b)           The
payment of a benefit under this Plan to a Participant shall be deemed to be
compensation for services, and shall constitute a liability to the Company in
accordance with the terms hereof.

     

    (c)           At
the time that a Participant was first designated as eligible to participate in
and receive benefits under the Plan pursuant to Section 4(a), such
Participant was permitted to elect that the Traditional Pension Benefit
Restoration Amount payable to him under the Plan (other than by reason of his
death prior to commencement of payment to him) would be paid
either:

     

    (i)           Commencing
within the 60 day period immediately following his “separation from service” (as
such term is defined for purposes of Section 409A of the Code) with the Company
other than by reason of death (a “Separation”) or, if later, the first day of
the first month after he has attained the age of 40; or

     

    (ii)           Commencing
on the first day of the first month immediately following the date he attains
the age of 60.

     

    Any such
commencement of payment election was in writing, was made within 30 days of the
Participant’s designation as an employee eligible to participate in and receive
benefits under the Plan and is irrevocable.  In the case of a
Participant who failed to make such a commencement of payment election, payment
of the Participant’s Traditional Pension Benefit Restoration Amount shall
commence within the 60 day period immediately following the Participant’s
Separation.

     

    A
Participant may elect to have his Traditional Pension Benefit Restoration Amount
paid to him (other than by reason of his death prior to commencement of payment
to him) in any of the following annuity forms, each of which shall be
actuarially equivalent to the other (based upon the actual equivalence factors
described in the Pension Plan):

     

    (i)           A
single life annuity.

     

    (ii)           A
joint and 25%, 50%, 75% or 100% survivor annuity.

     

    
      	
               
      

            	
              (iii)

            	
              An
      annuity for a term certain of 5, 10 or 15 years and continuous for life if
      the Participant survives the term
certain.

            


    

     

    A
Participant may make such an election as to the form of payment of his
Traditional Pension Benefit Restoration Amount (and change a form previously
elected by him) at any time prior to commencement of payment to him of his
Traditional Pension Benefit Restoration Amount.  Payments under such
annuity form selected by a Participant for his Traditional Pension Benefit
Restoration Amount shall be made as of the first day of each month following
commencement of payment of such Traditional Pension Benefit Restoration
Amount.  In the event that a Participant fails to elect such form of
payment of his Traditional Pension Benefit Restoration Amount, it will be paid
to him in the form of a single life annuity.

     

    If a
Participant dies prior to commencement of payment of his Traditional Pension
Benefit Restoration Amount to him, his Traditional Pension Benefit Restoration
Amount paid as a result of his death shall be paid as follows:

     

    (i)           If
the Participant is survived by a spouse, in the form of a single life annuity
for the life of such spouse commencing within the 60-day period immediately
following the date of the Participant’s death; and

     

    (ii)           If
the Participant is not survived by a spouse, in a single lump sum to the
Participant’s beneficiary within 60 days immediately following the date of the
Participant’s death.

     

    The
paragraphs above to the contrary notwithstanding, if the aggregate present value
of a Participant’s Traditional Pension Benefit Restoration Amount at the time of
his Separation or death, as applicable, is less than the then limit imposed
under Section 402(g)(1)(B) of the Code, such amount shall be paid to the
Participant (or his spouse or beneficiary) in a single lump sum cash payment
within 60 days following the Participant’s Separation or death, as
applicable.

     

    The
amounts payable pursuant to the paragraphs above shall be based upon the
Participant’s age and elections as of the date of the earlier of his Separation
or death.

     

    (d)           A
Participant’s Cash Balance Pension Benefit Restoration Account, 401(k) Plan
Benefit Restoration Account and Supplemental Benefit Restoration Account shall
be paid in a single sum to the Participant, or in the event of the Participant’s
death, to the Participant’s beneficiary, within 60 days immediately following
the earlier of the Participant’s Separation or death, as
applicable.

     

    (e)           The
paragraphs above to the contrary notwithstanding, Plan benefit payments to any
Participant who is a “key employee” (as defined in Section 416(i) of the
Code without regard to Paragraph (5) thereof) of the Company may not be made
before the date which is six months after the date of such Participant’s
Separation or, if earlier, the date of death of the Participant.  In
the event of any such deferral, the first payment which is made from the Plan of
the Participant’s Traditional Pension Benefit Restoration Amount to the
Participant shall include a dollar amount equal to all payments which he would
have received during the six-month deferral of payment period but for the
six-month payment deferral described in the preceding sentence.  The
provisions of this Paragraph (e) shall not be applicable with respect to the
portion of a Participant’s Pension Benefit Restoration Amount which was both
accrued and vested as of December 31, 2004.  For purposes of this
paragraph (e), the term “Company” shall include any entity treated as a single
entity with Rowan Companies, Inc. pursuant to Sections 414(b) or (c) of the
Code.

     

    (f)           Plan Aggregation. If,
as of December 31, 2008 an individual has an accrued or earned amount of
deferred compensation owed to him from this Plan and from one or more other
plans of deferred compensation of the Company which are required to be
aggregated with this Plan pursuant to the provisions of Treasury Regulation
1.409A-1(c)(2) for purposes of the time and form of payment requirements of
Section 409A of the Code and Treasury Regulation 1.409A-3, then all of the
deferred compensation now or hereafter accrued or earned under this Plan
respecting the Traditional Pension Benefit Restoration Amount and under all
other such plans shall be paid to the individual pursuant to the time and form
of payment provisions of the plan in which the most recent accruals occurred or,
if applicable, the time and form of payment elections made thereunder by the
individual.  From and after January 1, 2009, if an individual has an
accrued or earned amount of deferred compensation owed to him from one or more
other plans of deferred compensation of the Company which are required to be
aggregated with one or more portions of this Plan pursuant to the provisions of
Treasury Regulation §1.409A-1(c)(2) for purposes of the time and form of payment
requirements of Section 409A of the Code and Treasury Regulation §1.409A-3 as of
the date he first becomes a Participant in this Plan, then all of the deferred
compensation accrued or earned under such one or more portions of this Plan and
all such other plans shall be paid to the individual pursuant to the terms and
provisions of the plan under which the individual first accrued and earned an
amount of deferred compensation which is then owed to him or, if applicable the
time and form of payment elections made thereunder by such
individual.

    


    (g)           If
a Participant terminated employment with the Company prior to January 1,
2009 and such Participant’s Plan benefit had not commenced as of December 31,
2008 and such Plan benefit was subject to the provisions of Section 409A of the
Code, such Participant could elect, pursuant to the transition time and form of
payment election rules provided under Internal Revenue Service Notices 2006-79,
2007-78 and 2007-86, the time and form of payment for such Plan benefit from
among the time and form alternatives described in Paragraph (c) of
Section 5 provided that such election was made on or before
December 31, 2008 and provided that such election would apply only to
amounts which would not otherwise be payable in 2008 and would not cause any
Plan benefit amount to be paid in 2008 that would not otherwise be payable in
2008.  Any such election is irrevocable as of December 31,
2008.

    


    Section
6.                      Beneficiaries

     

    (a)           Beneficiaries
under this Plan shall be named by the Participants in accordance with the
provisions of the Pension Plan.

     

    (b)           Notwithstanding
anything to the contrary contained herein or in the Pension Plan, a Participant
or the participant’s beneficiary named to receive benefits under this Plan may,
until death, change the beneficiary designated to receive benefits under this
Plan subsequent to their respective deaths.

     

    (c)           In
no event shall any change in a Participant’s beneficiary affect the amount of
benefits payable under this Plan.

     

    Section
7.                      Amendment,
Suspension, Termination

     

    (a)           The
Board of Directors of the Company (“Board”) may at any time amend, suspend or
terminate this Plan.

     

    (b)           No
amendment to this Plan or termination of the Plan by the Board shall divest a
Participant of any benefit payable to such Participant under this Plan, unless
the Participant agrees in writing to such divestment.  Upon the
termination of the Plan, the benefits under the Plan shall be determined as of
the date of Plan termination.

     

    Section
8.                      Non-Alienation
of Benefits

     

    The
interest of a Participant or the Participant’s beneficiary to any benefit under
this Plan may not be sold, transferred, assigned, or encumbered in any manner,
either voluntarily or involuntarily, and any attempt to so anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge the same shall be null and
void; neither shall the benefits hereunder be liable or subject to the debts,
contracts, liabilities, engagements, or torts of any person to whom such
benefits or funds are payable, nor shall they be subject to garnishment,
attachment, or other legal or equitable process, nor shall they be an asset in
bankruptcy, except that no amount shall be payable hereunder until and unless
any and all amounts representing debts or other obligations owed to the Company
or any affiliate of the Company by the Participant with respect to whom such
amount would otherwise be payable shall have been fully paid and
satisfied.

     

    Section
9.                      Jurisdiction

     

    The situs
of the Plan hereby created is Texas. All provisions of the Plan shall be
construed in accordance with the laws of Texas except to the extent preempted by
federal law,

     

    Section
10.                      Claims
Procedure

     

    All
Participants shall have all the rights and remedies as set forth in the claims
procedures applicable to the Pension Plan.

     

    Section
11.                      Effect
of Restatement

     

    The terms
and provisions of this restatement of the Plan shall apply with respect to all
Plan Participants (whether currently employed by the Company or not) except as
follows:

     

    (a)           if
the Plan benefit of a Participant was entirely accrued and vested prior to
December 31, 2004 such that it is not subject to the provisions of Section 409A
of the Code, the time and form of payment of such Participant’s Plan benefit
shall continue to be governed by the terms and provisions of the Plan as in
effect on the earlier of December 31, 2004 or the date that such Participant
terminated his employment with the Company; and

     

    (b)           if
payment of a Participant’s benefit under the Plan (whether to the Participant as
a result of a Separation or to his beneficiary or beneficiaries as a result of
his death) has commenced prior to effective date of this restatement of the
Plan, such payment shall be continued in the form as established at its original
commencement without change or alteration.

     

    IN WITNESS WHEREOF, the
undersigned duly authorized officer Company have executed this Plan on behalf of
the Company this _____day of ________________________.

     

    


    ROWAN COMPANIES, INC.

    


    


    


    By: