<PAGE>
                                                                    EXHIBIT 4.10

                                                  [Rule 144A Global Security](1)

                               [FACE OF SECURITY]

                           GLOBALSANTAFE CORPORATION

                                5% NOTE DUE 2013

                                                                           CUSIP

No.                                                                            $

            GlobalSantaFe Corporation, a Cayman Islands company (the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received promises to pay to Cede & Co. or registered
assigns, the principal sum of ______ Dollars [or such lesser amount as indicated
on the schedule of exchanges of definitive Securities,](2) on February 15, 2013.

<TABLE>
<S>                                     <C>
           Interest Payment Dates:      February 15 and August 15

           Record Dates:                February 1 and August 1
</TABLE>

            Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

            IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers and its
corporate seal or a facsimile thereof to be affixed hereto or imprinted hereon.

Dated:
      ------------------

[SEAL]                              GLOBALSANTAFE CORPORATION

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title:

--------
(1)   This phrase to be included only if the Security is Subject to a Private
      Placement Legend.

(2)   This phrase to be included only if the Security is a Global Security.


                                       1
<PAGE>

                                    By:
                                       -----------------------
                                       Name:
                                       Title:


                                       2
<PAGE>

Certificate of Authentication:

This is one of the Securities of the series
designated therein referred to in the within-
mentioned Indenture.

WILMINGTON TRUST COMPANY,
as Trustee

By:
   --------------------------------------
      Authorized Officer

            [Unless and until it is exchanged in whole or in part for Securities
in definitive form, this Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. The Depository Trust Company (55 Water Street, New York, New York)
("DTC"), shall act as the Depositary until a successor shall be appointed by the
Company and the Registrar. Unless this certificate is presented by an authorized
representative of DTC, to the Company 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.].(3)

            [THE ISSUE AND SALE OF THE NOTES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT")
OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE OFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE), SUBJECT TO THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
AND/OR OTHER INFORMATION REQUESTED BY THE TRUSTEE OR ISSUER, OR (3) PURSUANT TO
AN EFFECTIVE REGISTRATION


---------
(3)   This legend to be included only if the Security is a Global Security.


                                       3
<PAGE>

STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.](4)

---------
(4)   This legend to be included only if the Security is subject to a Private
      Placement Legend.


                                       4
<PAGE>

                              [REVERSE OF SECURITY]

                            GLOBALSANTAFE CORPORATION

                                5% NOTE DUE 2013

            This Security is one of a duly authorized issue of 5% Notes due 2013
(the "Securities") of GlobalSantaFe Corporation, a Cayman Islands company (the
"Company").

            1. Interest. The Company promises to pay interest on the principal
amount of this Security at 5% per annum from February 11, 2003 until maturity.
The Company will pay interest semiannually on February 15 and August 15 of each
year (each an "Interest Payment Date"), provided that the first Interest Payment
Date shall be August 15, 2003, or if any such day is not a Business Day, on the
next succeeding Business Day. Interest on the Securities will accrue from the
most recent Interest Payment Date on which interest has been paid or, if no
interest has been paid, from February 11, 2003; provided that if there is no
existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date. The Company shall pay interest on overdue
principal from time to time on demand at a rate equal to the interest rate then
in effect; it shall pay interest on overdue installments of interest (without
regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

            2. Method of Payment. The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are registered Holders
of Securities at the close of business on the record date next preceding the
Interest Payment Date, even if such Securities are canceled after such record
date and on or before such Interest Payment Date. The Holder must surrender this
Security to a Paying Agent to collect principal payments. The Company will pay
the principal of and interest on the Securities in money of the United States of
America that at the time of payment is legal tender for payment of public and
private debts. Payments in respect of the Securities evidenced by a Global
Security (including principal, premium, if any, and interest) shall be made by
wire transfer of immediately available funds to the accounts specified by the
Holder of the Global Security. In all other cases, payment of interest may be
made at the option of the Company by check to a Holder's registered address.

            3. Paying Agent and Registrar. Initially, Wilmington Trust Company
(the "Trustee"), the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar, co-registrar or
additional paying agent without notice to any Holder. The Company may act in any
such capacity.

            4. Indenture. The Company issued the Securities under an Indenture
dated as of February 1, 2003 (the "Indenture") between the Company and the
Trustee. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect
on the date of execution of the Indenture. The Securities are subject to all
such terms, and Holders are referred to the Indenture and such Act for a
statement of such terms. The Securities are unsecured general obligations of the
Company limited to $250,000,000 in aggregate principal amount; provided,
however, that the authorized aggregate principal amount of the Securities may be


                                       5
<PAGE>


increased before or after the issuance of any Securities by a Board Resolution
(or action pursuant to a Board Resolution) to such effect. The Indenture
provides for the issuance of other series of debt securities (including the
Securities, the "Debt Securities") thereunder.

            5. Denominations, Transfer, Exchange. The Securities are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Neither the Company, the Trustee nor the Registrar shall be
required to register the transfer or exchange of (a) any Security selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part, or (b) any Security during the period beginning 15
Business Days before the mailing of notice of redemption of Securities to be
redeemed and ending at the close of business on the day of mailing.

            6. Persons Deemed Owners. The registered Holder of a Security shall
be treated as its owner for all purposes.

            7. Redemption. The Securities will be redeemable, at the option of
the Company, at any time in whole or from time to time in part, upon not less
than 30 and not more than 60 days' notice as provided in the Indenture, on any
date prior to maturity (the "Redemption Date") at a price (the "Redemption
Price") equal to 100% of the principal amount thereof plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of holders of
record on the relevant record date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date) plus the Make-Whole
Premium, if any. In no event will the Redemption Price ever be less than 100% of
the principal amount of the Securities plus accrued interest to the Redemption
Date.

            The amount of the Make-Whole Premium with respect to any Security
(or portion thereof) to be redeemed will be equal to the excess, if any, of:

            (i)   the sum of the present values, calculated as of the Redemption
                  Date, of:

            (A)   each interest payment that, but for such redemption, would
                  have been payable on the Security (or portion thereof) being
                  redeemed on each Interest Payment Date occurring after the
                  Redemption Date (excluding any accrued interest for the period
                  prior to the Redemption Date); and

            (B)   the principal amount that, but for such redemption, would have
                  been payable at the final maturity of the Securities (or
                  portion thereof) being redeemed;

                        over

            (ii)  the principal amount of the Security (or portion thereof)
                  being redeemed.

            The present values of interest and principal payments referred to in
clause (i) above will be determined in accordance with generally accepted
principles of financial analysis. Such present values will be calculated by
discounting the amount of each payment of interest or principal


                                       6
<PAGE>

from the date that each such payment would have been payable, but for the
redemption, to the Redemption Date at a discount rate equal to the Treasury
Yield plus 15 basis points.

            The Make-Whole Premium shall be calculated by an independent
investment banking institution of national standing appointed by the Company;
provided, that if the Company fails to make such appointment at least 45
business days prior to the Redemption Date, or if the institution so appointed
is unwilling or unable to make such calculation, such calculation shall be made
by Goldman, Sachs & Co. or, if such firm is unwilling or unable to make such
calculation, by an independent investment banking institution of national
standing appointed by the Trustee (in any such case, an "Independent Investment
Banker").

            For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant maturity that corresponds
to the remaining term to maturity of the Securities, calculated to the nearest
1/12th of a year (the "Remaining Term"). The Treasury Yield shall be determined
as of the third Business Day (as defined in the Indenture) immediately preceding
the applicable Redemption Date. The weekly average yields of United States
Treasury Notes shall be determined by reference to the most recent statistical
release published by the Federal Reserve Bank of New York and designated "H.15
(519) Selected Interest Rates" or any successor release (the "H.15 Statistical
Release"). If the H.15 Statistical Release sets forth a weekly average yield for
United States Treasury Notes having a constant maturity that is the same as the
Remaining Term, then the Treasury Yield shall be equal to such weekly average
yield. In all other cases, the Treasury Yield shall be calculated by
interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury Notes that have a constant maturity closest to and
greater than the Remaining Term and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term (in each case as
set forth in the H.15 Statistical Release). Any weekly average yields as
calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with
any figure of 1/200% or above being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield shall be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.

            8. Amendments and Waivers. Subject to certain exceptions and
limitations, the Indenture or the Securities may be amended or supplemented with
the consent of the Holders of at least a majority in principal amount of the
then outstanding Debt Securities of all series of Debt Securities affected by
such amendment or supplement (acting as one class), and any existing or past
Default or Event of Default under, or compliance with any provision of, the
Indenture may be waived (other than any continuing Default or Event of Default
in the payment of the principal of or interest on the Securities) by the Holders
of at least a majority in principal amount of the then outstanding Debt
Securities of any series or of all series (acting as one class) in accordance
with the terms of the Indenture. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Securities or waive
any provision of either, to cure any ambiguity, omission, defect or
inconsistency; to comply with the provisions of the Indenture relating to
merger, consolidation and certain other transactions; to provide for
uncertificated Securities in addition to or in place of certificated Securities;
to provide any security for the Securities or to add guarantees of, or
additional obligors on, the Securities; to comply with any requirement in order
to effect or maintain the qualification of the Indenture under the TIA; to add
to the covenants of the Company


                                       7
<PAGE>

for the benefit of the Holders of the Securities, or to surrender any right or
power conferred by the Indenture upon the Company; to add any additional Events
of Default with respect to all or any series of the Debt Securities; to change
or eliminate any of the provisions of the Indenture, provided that no Security
is adversely affected in any material respect; to supplement any of the
provisions of the Indenture to such extent as shall be necessary to permit or
facilitate the defeasance and discharge of the Securities pursuant to the
Indenture; or to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities and to add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts thereunder by more than one
Trustee, pursuant to the requirements of the Indenture.

            The right of any Holder to participate in any consent required or
sought pursuant to any provision of the Indenture (and the obligation of the
Company to obtain any such consent otherwise required from such Holder) may be
subject to the requirement that such Holder shall have been the Holder of record
of any Securities with respect to which such consent is required or sought as of
a date fixed in accordance with the terms of the Indenture.

            Without the consent of each Holder affected, the Company may not (i)
reduce the amount of Debt Securities whose Holders must consent to an amendment,
supplement or waiver, (ii) reduce the rate of or change the time for payment of
interest, including default interest, on any Security, (iii) reduce the
principal of or premium on, or change the Stated Maturity of, any Security, (iv)
reduce the premium, if any, payable upon the redemption of any Security or
change the time at which any Security may or shall be redeemed, (v) change the
coin or currency in which any Security or any premium or interest with respect
thereto are payable, (vi) impair the right to institute suit for the enforcement
of any payment of principal of or premium (if any) or interest on any Security,
(vii) make any change in the percentage of principal amount of Debt Securities
necessary to waive compliance with certain provisions of the Indenture or (viii)
waive a continuing Default or Event of Default in the payment of principal of or
premium (if any) or interest on the Securities.

            A supplemental indenture that changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of Debt Securities under the
Indenture, or which modifies the rights of the Holders of Debt Securities of
such series with respect to such covenant or other provision, shall be deemed
not to affect the rights under the Indenture of the Holders of Debt Securities
of any other series.

            9. Defaults and Remedies. Events of Default are defined in the
Indenture and generally include: (i) default by the Company for 30 days in
payment of any interest on the Securities; (ii) default by the Company in any
payment of principal of (or premium, if any, on) the Securities; (iii) default
by the Company in compliance with any of its other covenants or agreements in,
or provisions of, the Securities or in the Indenture which shall not have been
remedied within 90 days after written notice by the Trustee or by the holders of
at least 25% in principal amount of the Securities then outstanding (or, in the
event that other Debt Securities issued under the Indenture are also affected by
the default, then 25% in principal amount of all outstanding Debt Securities so
affected); or (iv) certain events involving bankruptcy, insolvency or
reorganization of the Company. If an Event of Default occurs and is continuing,
the Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities of the series affected by such default (or, in the case
of an Event of Default described in clause (iii) above, if outstanding Debt
Securities of other


                                       8
<PAGE>

series are affected by such Default, then at least 25% in principal amount of
the then outstanding Debt Securities so affected), may declare the principal of
and interest on all the Securities to be immediately due and payable, except
that in the case of an Event of Default arising from certain events of
bankruptcy, insolvency or reorganization of the Company, all outstanding
Securities become due and payable immediately without further action or notice.
The amount due and payable upon the acceleration of any Security is equal to
100% of the principal amount thereof plus accrued interest to the date of
payment. Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may require indemnity reasonably
satisfactory to it before it enforces the Indenture or the Securities. Subject
to certain limitations, Holders of a majority in principal amount of the then
outstanding Securities (or affected Debt Securities) may direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders notice
of any continuing default (except a default in payment of principal or interest)
if it determines that withholding notice is in their interests. The Company must
furnish an annual compliance certificate to the Trustee.

            10. Discharge Prior to Maturity. The Indenture with respect to the
Securities shall be discharged and canceled upon the payment of all of the
Securities and shall be discharged except for certain obligations upon the
irrevocable deposit with the Trustee of funds or U.S. Government Obligations
sufficient for such payment.

            11. Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

            12. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Securities.

            13. Authentication. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

            14. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities as a convenience to the Holders of
the Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other
identification numbers printed thereon.

            15. Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

            16. Restrictions on Transfer; Additional Rights of Holders of
Transfer Restricted Securities. By its acceptance of any Security bearing a
legend restricting transfer, each Holder of such a Security acknowledges the
restrictions on transfer of such Security set forth in the officers' certificate
executed pursuant to Section 2.04 of the Indenture in respect of the Securities
and such


                                       9
<PAGE>

legend and agrees that it will transfer such Security only as provided in such
officers' certificate and in the Indenture (including the execution and
delivery, if applicable, of a Certificate regarding Exchange or Registration of
Transfer of Securities, the form of which is provided for in Annex B to such
officers' certificate). In addition to the rights provided by Holders of
Securities under the Indenture, Holders shall have all the rights set forth in
the Registration Rights Agreement, dated as of the Issue Date, among the Company
and the Initial Purchasers.

            THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUEST MAY BE MADE TO:

            GLOBALSANTAFE CORPORATION
            15375 MEMORIAL DRIVE
            HOUSTON, TEXAS 77079
            TELEPHONE:  (281) 925-6000
            ATTENTION:  GENERAL COUNSEL


                                       10
<PAGE>

SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITY(5)

The following exchanges of a part of this Global Security for Definitive
Securities have been made:

<TABLE>
<CAPTION>
                                                     Principal Amount   Signature of
                   Amount of         Amount of        of this Global     authorized
                  decrease in       increase in          Security         officer
                Principal Amount  Principal Amount      following      of Trustee or
   Date of      of this Global     of this Global     such decrease       Security
   Exchange        Security           Security         (or increase)     Custodian
   --------        --------           --------         -------------     ---------
<S>             <C>               <C>                <C>               <C>
</TABLE>

---------
(5)   To be included only if Security is a Global Security.


                                       11
<PAGE>

                                     ASSIGNMENT FORM

[A CERTIFICATE (IN THE FORM SET FORTH IN ANNEX B TO THE OFFICERS' CERTIFICATE
ESTABLISHING THE TERMS OF THE SECURITIES) OF THE ASSIGNEE/TRANSFEREE MAY ALSO BE
REQUIRED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES](6)

To assign this Security, fill in the form below: (I) or (we) assign and transfer
this Security to __________________

             (Insert assignee's social security or tax I.D. number)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint
                        ------------------------------------------------------
as agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.



Date:                                    Your Signature:
     --------------------------                         -----------------------
                                         (Sign exactly as your name appears on
                                               the face of this Security)

Signature Guarantee:
                     ---------------------------------------------------------
                                  (Participant in a Recognized Signature
                                       Guaranty Medallion Program)

---------
(6)   This statement to be included only if Security is subject to a Private
      Placement Legend.


                                       12