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                                                                     EXHIBIT 4.1

                               SECTION 15.2 OF THE
                  AMENDED AND RESTATED ARTICLES OF ASSOCIATION
                                       OF
                            GLOBALSANTAFE CORPORATION
               (Requiring Advance Written Notice of Any Nomination
                 or Proposal to be Submitted by a Shareholder at
                      Any General Meeting of Shareholders)


     15.2 (a) Subject to the terms of any class or series of shares issued by
the Company, if a Shareholder desires to nominate persons for election as
Directors at any general meeting duly called for the election of Directors,
written notice of such Shareholder's intent to make such a nomination must be
given and received by the Secretary of the Company at the principal executive
offices of the Company not later than (i) with respect to an annual general
meeting of Shareholders, ninety days in advance of the anniversary date of the
immediately preceding annual general meeting and (ii) with respect to an
extraordinary general meeting, the close of business on the tenth day following
the date on which notice of such meeting is first sent or given to Shareholders.
Each such notice shall set forth (i) the name and address, as it appears in the
Register of the Company, of the Shareholder who intends to make the nomination
and of the person or persons to be nominated; (ii) a representation that the
Shareholder is a holder of record of shares of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) the class and
number of shares of the Company which are beneficially owned by the Shareholder;
(iv) a description of all arrangements or understandings between the Shareholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
Shareholder; (v) such other information regarding each nominee proposed by such
Shareholder as would be required to be included in a proxy statement filed
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
from time to time, of the United States of America, whether or not the Company
is then subject to such Regulation; and (vi) the consent of each nominee to
serve as a Director of the Company, if so elected. The Chairman of the annual
general meeting or extraordinary general meeting shall, if the facts warrant,
refuse to acknowledge a nomination not made in compliance with the foregoing
procedure, and any such nomination not properly brought before the meeting shall
not be considered.

     (b) Subject to the terms of any class or series of shares issued by the
Company, if a Shareholder desires to submit a proposal for consideration by the
Shareholders at any general meeting, written notice of such Shareholder's intent
to submit such a proposal must be given and received by the Secretary of the
Company not later than (i) with respect to an annual general meeting of
Shareholders, ninety days in advance of the anniversary date of the immediately
preceding annual general meeting; and (ii) with respect to an extraordinary
general meeting, the close of business on the tenth day following the date on
which notice of such meeting is sent or given to Shareholders. Each such notice
shall set forth (i) the name and address, as it appears in the Register, of the
Shareholder who intends to submit the proposal; (ii) a representation that the
Shareholder is a holder of record of shares of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
submit the proposal specified in the notice; (iii) the class and number of
shares of the Company which are beneficially owned by the Shareholder; and (iv)
such other information regarding each proposal submitted by such Shareholder as
would be required to be included in a proxy statement filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended from time
to time, of the United States of America, whether or not the company is then
subject to such Regulation. The Chairman of the annual general meeting or

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extraordinary general meeting shall, if the facts warrant, refuse to acknowledge
a proposal not made in compliance with the foregoing procedure, and any such
proposal not properly brought before the meeting shall not be considered.