<PAGE>

                                                                   EXHIBIT 10.41


[LOGO]                                        GlobalSantaFe Corporation
                                              ID:  98-0108989
                                              777 N. Eldridge Parkway
                                              Houston, Texas 77079-4493


NOTICE OF GRANT OF STOCK OPTIONS


[Optionee's Name and Address]                 Option Number:

                                              Plan:

                                              ID:


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


Effective ___________, you have been granted an Incentive Stock Option to buy
________ shares of GlobalSantaFe Corporation stock at $_____ per share.


The total option price of the shares granted is $ _____.

Shares in each period will become fully vested on the date shown:

<TABLE>
<CAPTION>
Shares   Vest Type      Full Vest                    Expiration
------   ---------      ---------                    ----------
<S>      <C>            <C>                          <C>
[1/3]    On Vest Date   [1st anniversary of Grant]   [10th anniversary of Grant]

[1/3]    On Vest Date   [2nd anniversary of Grant]   [10th anniversary of Grant]

[1/3]    On Vest Date   [3rd anniversary of Grant]   [10th anniversary of Grant]
</TABLE>


<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)


                            GLOBALSANTAFE CORPORATION

                              TERMS AND CONDITIONS
                                       OF
                          INCENTIVE STOCK OPTION GRANT
                                 [NAME OF PLAN]

     GLOBALSANTAFE CORPORATION (the "Company"), desiring to afford you an
opportunity to purchase ordinary shares of the Company, $.01 par value
("Ordinary Shares"), and to provide you with an added incentive as an employee
of, consultant to, or other person providing key services to the Company or of
one or more of its Related Companies, has established the following terms and
conditions under which it has granted you an option ("Option") under the [NAME
OF PLAN] to purchase a number of such Ordinary Shares during a specified term
and at a specified price, all as set forth on the cover page of this Notice of
Grant of Stock Options ("Notice"), subject to and upon the terms and conditions
set forth on the cover page and below. This Option (an "Incentive Stock Option")
is intended, to the extent permitted at any given time, to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended and in effect at such time (the "Code"), but no
warranty is made as to such qualification. YOU ARE URGED TO CONSULT YOUR TAX
ADVISOR PRIOR TO EXERCISING THIS OPTION AND PRIOR TO DISPOSING OF ANY SHARES
ACQUIRED UPON SUCH EXERCISE.

1.   Specification of Date, Number of Shares, Option Price and Term.

     (a)  The date of this Option is the effective date set forth in the first
          paragraph on the cover page of this Notice.

     (b)  The number of Ordinary Shares optioned hereby is the number of shares
          set forth in the first paragraph on the cover page of this Notice,
          subject to adjustments under Section 8.

     (c)  Subject to adjustments under Sections 6 and 7, the shares optioned
          hereby first become purchasable in three annual installments as set
          forth under "Shares" in the table on the cover page of this Notice
          ("Vesting Table"), each installment first becoming purchasable at the
          date set forth for that installment under "Full Vest" in said table.

     (d)  The per share option price under this Option is the price set forth in
          the first paragraph on the cover page of this Notice, subject to
          adjustments under Section 8.

     (e)  The term of this Option is ten years beginning on the date of this
          Option and expiring on the date set forth under "Expiration" in the
          table on the cover page of this Notice; upon the expiration of such
          term, this Option shall expire and may not be exercised.

2.   Agreement. By accepting this Option and the benefits thereof, you represent
     and agree that (i) you will abide by the terms of the Plan and such other
     terms and conditions as may be imposed by the committee appointed by the
     board of directors to administer the Plan (the "Committee"), (ii) you will
     not induce or solicit, directly or indirectly, any employee of the Company
     or a Related Company to terminate such employee's employment with the
     Company or such Related


<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)


     Company and (iii) during the course of employment with the Company or a
     Related Company and at all times thereafter, you will not disclose to
     others or use, whether directly or indirectly, any Confidential
     Information. "Confidential Information" shall mean the information about
     the Company or a Related Company that you learned in the course of
     performing your duties with the Company or a Related Company, including,
     without limitation, any proprietary knowledge, trade secrets, data,
     information and customer lists unless such disclosure is required by law or
     authorized by the Company or a Related Company.

3.   Installment Provisions and Acceleration. This Option is not exercisable in
     any part until the earliest of the dates specified in this Section and in
     Sections 6 and 7 below.

     The installments set forth in the table on the cover page of this Notice
     and referred to in Section 1(c) are cumulative, so that each matured
     installment or any portion thereof may be exercised at any time until the
     expiration or prior termination of this Option.

     Nothing contained in this section shall be interpreted in a way which
     permits you to purchase a number of shares in excess of the number of
     shares optioned hereby and referred to in Section 1(b).

4.   Method of Exercise. This Option may be exercised from time to time, in
     accordance with its terms, by written notice thereof signed and delivered
     by you or another person entitled to exercise this Option to the Secretary
     of the Company at its principal executive office in Houston, Texas, or as
     it may hereafter be located, or to such other person as may be designated
     by the Secretary from time to time. Such notice shall state the number of
     shares being purchased and shall be accompanied by the payment in full in
     cash of the option price for such number of shares. Such payment may also
     be made, in whole or in part, by the surrender of Ordinary Shares of
     GlobalSantaFe Corporation, any such Ordinary Shares so surrendered to be
     deemed to have a value equal to the Fair Market Value (as prescribed by the
     Plan) of the shares; provided, however, that any such shares used in
     payment that you previously acquired from the Company upon exercise of an
     option or otherwise shall have been owned by you at least six months prior
     to the date of exercise. Promptly after receipt of such notice and payment,
     the Company shall issue certificates to you or such other person exercising
     this Option.

     Upon exercise of this Option, the Company may withhold from the shares to
     be delivered shares with a Fair Market Value (as prescribed by the Plan)
     sufficient to satisfy all or a portion of any Federal, state and local tax
     withholding requirements, or the person exercising this Option may deliver
     to the Company Ordinary Shares with a Fair Market Value sufficient to
     satisfy all or a portion of such tax withholding requirements, excluding
     any shares deemed unacceptable for any reason by the Committee of the
     Company's board of directors administering the [NAME OF PLAN]; provided,
     however, that the amount of such tax withholding satisfied by the use of
     Ordinary Shares shall in no case exceed the minimum statutory withholding
     rate.

5.   Transferability. You may not transfer this Option other than by will or by
     the laws of descent and distribution or, if applicable, as authorized by
     the following sentence, and this Option shall be exercisable during your
     lifetime only by you or, if applicable, by a transferee authorized by the
     following sentence. To the extent this Option is a nonqualified stock
     option and is not subject to

<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)

     incentive stock option treatment under the Internal Revenue Code or
     applicable rules or regulations thereunder, this Option or any portion
     thereof may be transferred by you to (i) your spouse, children or
     grandchildren ("Immediate Family Members"), (ii) a trust or trusts for your
     exclusive benefit and/or the exclusive benefit of Immediate Family Members,
     (iii) a partnership in which you and/or Immediate Family Members are the
     only partners, (iv) a transferee pursuant to a judgment, decree 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 the Committee of the board of directors in its sole
     and absolute discretion; provided, however, that (x) the board of directors
     and its Committee each reserves the right to prohibit any transfer with or
     without cause in its sole and absolute discretion, and (y) subsequent
     transfers of this Option or any portion thereof are prohibited except those
     to or by you in accordance with this Section, by will or the laws of
     descent and distribution, or pursuant to a Domestic Relations Order.
     Following any transfer, this Option shall continue to be subject to the
     same terms and conditions as were applicable immediately prior to transfer,
     and any and all references to you in this Notice shall be deemed to refer
     to the transferee; provided, however, that any and all references to
     employment or events of termination of employment shall continue to mean
     your employment or events of termination of your employment, and following
     any such event the options shall be exercisable by the transferee only to
     the extent and for the periods specified in this Notice. In addition,
     notwithstanding any transfer of this Option or any portion thereof, you
     will continue to be subject to withholding in connection with any exercise,
     if applicable, as provided for in the [NAME OF PLAN]. Each transfer shall
     be effected by written notice thereof duly signed and delivered by the
     transferor to the Secretary of the Company at its principal executive
     office in Houston, Texas, or as it may hereafter be located, or to such
     other person as may be designated by the Secretary from time to time. Such
     notice shall state the name and address of the transferee, the amount of
     this Option being transferred, and such other information as may be
     requested by the Secretary or his or her designee. The person or persons
     entitled to exercise this Option shall be that person or those persons
     appearing on the registry books of the Company as the owner or owners of
     this Option, and the Company may treat the person or persons in whose name
     or names this Option is registered as the owner or owners of this Option
     for all purposes. The Company shall have no obligation to, or liability for
     any failure to, notify you or any transferee of any termination of this
     Option at or prior to its normal expiration date or of any event that will
     or might result in such termination.

6.   Termination of Employment.

     (a)  Involuntary Termination Without Cause. If your employment with the
          Company or a Related Company is terminated by the Company or any such
          Related Company without Cause, your Option shall become exercisable
          with respect to a number of previously unpurchasable shares, prorated
          for the number of months (and partial months) you were employed from
          the most recent vesting date until the end of the full vesting period.
          With respect to all vested shares, regardless whether vested as a
          result of your termination of employment or vested prior thereto, your
          Option shall remain exercisable for the longer of (i) one year
          following your termination date or (ii) the period during which you
          are entitled to receive salary continuation under any agreement,
          policy, plan or other arrangement with the Company or any of its
          Related Companies; provided, however, that


<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)


          your Option shall in no event remain exercisable beyond the term of
          the Option. Upon expiration of the foregoing period, your Option shall
          terminate in all respects.

     (b)  Voluntary Termination or Termination With Cause. If you voluntarily
          terminate your employment with the Company or a Related Company or if
          your employment with the Company or a Related Company is terminated
          for Cause, your Option, to the extent previously vested, shall remain
          exercisable for three months following your termination date and,
          thereafter, shall terminate; provided, however, that your Option shall
          in no event remain exercisable beyond the term of the Option. At the
          time your employment with the Company and its Related Companies
          terminates, this Option shall expire and terminate in all respects as
          to all shares other than the shares as to which this Option can be
          exercised at the time of such termination.

     (c)  Retirement. If you terminate your employment (for any reason other
          than Cause) with the Company or a Related Company and immediately
          commence receiving your retirement benefits pursuant to one or more of
          the retirement plans of the Company or a Related Company in which you
          are participating at the time of termination, the shares optioned
          hereby and referred to in Section 1(b) will continue to become
          purchasable in accordance with the Vesting Table on the cover page of
          this Notice. Your Option shall terminate upon the expiration of the
          earlier of (i) the five-year period following the later of your
          retirement or termination of your service as a member of the Company's
          board of directors or (ii) the term of the Option.

     (d)  Termination by Reason of Death or Disability. If your employment with
          the Company or a Related Company is terminated as a result of your
          death or Disability, your Option will immediately become exercisable
          as to the full number of shares optioned hereby and referred to in
          Section 1(b), to the extent not previously exercised, and will remain
          exercisable as to said full number of shares for the three-year period
          following the date of death or Disability; provided, however, that
          your Option shall in no event remain exercisable beyond the term of
          the Option. For purposes of this Section, the term "Disability" shall
          mean any complete and permanent Disability as defined in Section
          22(e)(3) of the Code and determined in accordance with the procedures
          set forth in the regulations thereunder.

     For purposes of this Notice, a termination of your "employment" with the
     Company and its Related Companies will be deemed to occur at the close of
     business on the earliest of (i) the last day on which you are assigned to a
     position with the Company or any of its Related Companies for the purpose
     of performing your occupation, in the case of termination by reason of your
     death, disability or retirement, (ii) the last day of an approved leave of
     absence if you do not resume the performance of your occupation for the
     Company or any of its Related Companies on or before the next business day,
     and (iii) the last day on which you are assigned to a position with the
     Company or any of its Related Companies for the purpose of performing your
     occupation in any other case. For purposes of this Notice, you shall not be
     considered to be an employee for the period during which you are entitled
     to receive salary continuation under any agreement, policy, plan or other
     arrangement with the Company or any of its Related Companies. It is
     expressly noted that an exercise of this Option after termination of your
     employment (including an exercise


<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)


     within the time limits set forth in this Section 6) may, depending on the
     reason for such termination and the manner in which this Option is
     exercised, disqualify this Option as an Incentive Stock Option for federal
     income tax purposes, and that you should consult your tax advisor before
     relying on this Option's qualification as an Incentive Stock Option.

     You may be terminated with Cause if you willfully engage in conduct that is
     materially injurious to the Company or a Related Company, monetarily or
     otherwise; provided, however that (i) no termination of your employment
     shall be for Cause until you have been delivered a copy of a written notice
     setting forth that you are guilty of the conduct and specifying the
     particulars thereof in detail and (ii) termination solely on account of
     inadequate performance or incompetence shall not constitute termination
     with Cause. No act, nor failure to act, shall be considered "willful"
     unless you have acted or failed to act, without a reasonable belief that
     your action or failure to act was in the best interest of the Company or a
     Related Company. Notwithstanding anything contained in this Notice to the
     contrary, your failure to perform after notice of termination is given by
     the Company or a Related Company shall not constitute Cause.

7.   Change in Control. If a Change in Control occurs while you are employed by
     the Company or a Related Company or if a Change in Control occurs after
     your employment terminates in accordance with Section 6(c), the shares
     optioned hereby shall become fully purchasable on the date of such Change
     in Control irrespective of the limitations described in Section 1(b). Your
     Option shall remain exercisable throughout the Option term.


     A "Change in Control" means the occurrence of any of the following events:

          (i) The acquisition by any individual, entity or group (within the
     meaning of Section 13(d) or 14(d) of the U.S. Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person"), other than an Excluded
     Person, of the beneficial ownership (within the meaning of Rule 13d-3 under
     the Exchange Act) of 35% or more of either (A) the then outstanding
     ordinary shares of the Company or of any affiliate of the Company by which
     you are employed or which directly or indirectly owns or controls any
     affiliate by which you are employed (the "Outstanding Company Ordinary
     Shares") or (B) the combined voting power of the then outstanding voting
     securities of the Company or of any affiliate of the Company by which you
     are employed or which directly or indirectly owns or controls any affiliate
     by which you are employed entitled to vote generally in the election of
     directors (the "Outstanding Company Voting Securities"); provided, however,
     that neither an acquisition by any employee benefit plan (or related trust)
     sponsored or maintained by the Company or by any affiliate controlled by
     the Company nor an acquisition by an affiliate of the Company that remains
     under the Company's control will constitute a Change in Control; or

          (ii) Individuals who, as of the date hereof, constitute the Board (the
     "Incumbent Board") cease for any reason to constitute at least a majority
     of the Board; provided, however, that any individual becoming a director
     subsequent to the date hereof whose election, or nomination for election by
     the Company's equityholders, was approved by a vote of at least two-thirds
     of the directors then comprising the Incumbent Board will be considered as
     though such individual were a member of the Incumbent Board, but excluding
     for this purpose any such


<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)


     individual whose initial assumption of office occurs as a result of either
     an actual or threatened election contest (meaning a solicitation of the
     type that would be subject to Rule 14a-11 of Regulation 14A under the
     Exchange Act) or other actual or threatened solicitation of proxies or
     consents by or on behalf of a Person other than the Board; or

          (iii) Approval by the equityholders of the Company of a
     reorganization, merger, consolidation or similar transaction to which the
     Company or any affiliate is a party, in each case unless, following such
     reorganization, merger, consolidation or similar transaction, (A) more than
     50% of, respectively, the then outstanding ordinary shares or shares of
     common stock of the corporation or other entity resulting from such
     reorganization, merger, consolidation or similar transaction and the
     combined voting power of the then outstanding voting securities of such
     corporation or other entity entitled to vote generally in the election of
     directors is then beneficially owned, directly or indirectly, by all or
     substantially all of the individuals and entities who were the beneficial
     owners, respectively, of the Outstanding Company Ordinary Shares and
     Outstanding Company Voting Securities immediately prior to such
     reorganization, merger, consolidation or similar transaction in
     substantially the same proportions as their ownership, immediately prior to
     such reorganization, merger, consolidation or similar transaction, of the
     Outstanding Company Ordinary Shares and Outstanding Company Voting
     Securities, as the case may be, (B) 50% of, respectively, the then
     outstanding ordinary shares or shares of common stock of the parent of the
     corporation or other entity resulting from such reorganization, merger,
     consolidation or similar transaction and the combined voting power of the
     then outstanding voting securities of the parent of such corporation or
     other entity entitled to vote generally in the election of directors is
     then beneficially owned, directly or indirectly, by the individuals and
     entities who were the beneficial owners, respectively, of the Outstanding
     Company Ordinary Shares and Outstanding Company Voting Securities
     immediately prior to such reorganization, merger, consolidation or similar
     transaction, (C) no Person (excluding the Company, any affiliate of the
     Company that remains under the Company's control, any employee benefit plan
     (or related trust) sponsored or maintained by the Company or by any
     affiliate controlled by the Company or such corporation resulting from such
     reorganization, merger, consolidation or similar transaction, and any
     Person beneficially owning, immediately prior to such reorganization,
     merger, consolidation or similar transaction, directly or indirectly, 35%
     or more of the Outstanding Company Ordinary Shares or Outstanding Company
     Voting Securities, as the case may be) beneficially owns, directly or
     indirectly, 35% or more of, respectively, the then outstanding ordinary
     shares or shares of common stock of the corporation or other entity
     resulting from such reorganization, merger, consolidation or similar
     transaction or the combined voting power of the then outstanding voting
     securities of such corporation or other entity entitled to vote generally
     in the election of directors, and (D) at least a majority of the members of
     the board of directors of the corporation resulting from such
     reorganization, merger, consolidation or similar transaction were members
     of the Incumbent Board at the time of the execution of the initial
     agreement providing for such reorganization, merger, consolidation or
     similar transaction; or

          (iv) Approval by the equityholders of the Company of any plan or
     proposal which would result directly or indirectly in (A) a complete
     liquidation or dissolution of the Company or of any affiliate of the
     Company by which you are employed, or (B) any sale or other disposition (or
     similar transaction) (in a single transaction or series of related
     transactions) of (x) 50% or more of the assets or earnings power of the
     Company or any affiliate of the Company by

<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)

     which you are employed or which, directly or indirectly owns or controls
     any affiliate by which you are employed or (y) business operations which
     generated a majority of the consolidated revenues (determined on the basis
     of the Company's four most recently completed fiscal quarters for which
     reports have been completed) of the Company and its affiliates immediately
     prior thereto, other than to an affiliate of the Company or to a
     corporation or other entity with respect to which following such sale or
     other disposition (I) more than 50% of, respectively, the then outstanding
     ordinary shares or shares of common stock of such corporation or other
     entity and the combined voting power of the then outstanding voting
     securities of such corporation or other entity entitled to vote generally
     in the election of directors is then beneficially owned, directly or
     indirectly, by all or substantially all of the individuals and entities who
     were the beneficial owners, respectively, of the Outstanding Company
     Ordinary Shares and Outstanding Company Voting Securities immediately prior
     to such sale or other disposition in substantially the same proportions as
     their ownership, immediately prior to such sale or other disposition, of
     the Outstanding Company Ordinary Shares and Outstanding Company Voting
     Securities, as the case may be, (II) no Person (excluding the Company, any
     affiliate of the Company that remains under the Company's control, any
     employee benefit plan (or related trust) sponsored or maintained by the
     Company or by any affiliate controlled by the Company or such corporation,
     and any Person beneficially owning, immediately prior to such sale or other
     disposition, directly or indirectly, 35% or more of the Outstanding Company
     Ordinary Shares or Outstanding Company Voting Securities, as the case may
     be) beneficially owns, directly or indirectly, 35% or more of,
     respectively, the then outstanding ordinary shares or shares of common
     stock of such corporation or other entity or the combined voting power of
     the then outstanding voting securities of such corporation or other entity
     entitled to vote generally in the election of directors, and (III) at least
     a majority of the members of the board of directors of such corporation
     were members of the Incumbent Board at the time of the execution of the
     initial agreement or action of the Board providing for such sale or other
     disposition of assets; or

          (v) Approval by the equityholders of the Company of a "merger of
     equals" (which for purposes of this Subsection shall mean a merger with
     another company of relatively equal size) to which the Company is a party
     as a result of which the persons who were equity holders of the Company
     immediately prior to the effective date of such merger shall have
     beneficial ownership of less than 55% of the combined voting power for
     election of members of the board (or equivalent) of the surviving entity or
     its parent following the effective date of such merger, provided that the
     Board shall have authority to increase said percentage as may in its sole
     discretion be deemed appropriate to cover a specific transaction.

     For purposes of the preceding sentence, the term "Excluded Person" shall
     mean and include (i) any corporation beneficially owned by shareholders of
     the Company in substantially the same proportion as their ownership of
     shares of the Company and (iii) the Company and any affiliate of the
     Company. Also, for purposes of the preceding sentence, the term "Board"
     shall mean the board of directors of the Company.


8.   Adjustments. If outstanding shares of the class then subject to this Option
     are increased, decreased, changed into or exchanged for a different number
     or kind of shares or securities of the Company through reorganization,
     recapitalization, reclassification, stock dividend, stock split or

<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)

     reverse stock split, then there shall be substituted for each share then
     subject to the unexercised portion of this Option the number and class of
     shares or securities into or for which each outstanding share of the class
     subject to this Option shall be so changed or exchanged, all without any
     change in the aggregate purchase price for the shares then subject to the
     unexercised portion of this Option, but with a corresponding adjustment in
     the purchase price per share. Such adjustments shall become effective on
     the effective date of any such transaction; except that in the event of a
     stock dividend or of a stock split effected by means of a stock dividend or
     distribution, such adjustments shall become effective immediately after the
     record date therefor.

     Upon a dissolution or liquidation of the Company, or upon a reorganization,
     merger or consolidation of the Company with one or more corporations as a
     result of which the Company is not the surviving corporation, or upon a
     sale of substantially all of the property of the Company ("Terminating
     Transactions"), this Option shall terminate, unless provision be made in
     writing in connection with such transaction for the assumption of options
     theretofore granted under the Plan under which this Option was granted, or
     the substitution for such options of any options covering the stock of a
     successor employer corporation, or a parent or subsidiary thereof, with
     appropriate adjustments as to the number and kind of shares and prices, in
     which event this Option shall continue in the manner and under the terms so
     provided. If this Option shall terminate pursuant to the foregoing
     sentence, the person then entitled to exercise any unexercised portions of
     this Option shall have the right, at such time immediately prior to the
     consummation of the Terminating Transaction as the Company shall designate,
     to exercise this Option to the extent not theretofore exercised.

     Adjustments under this Section 8 shall be made by the board of directors or
     the Committee, whose determination as to what adjustment shall be made, and
     the extent thereof, shall be final, binding and conclusive. No fractional
     shares of stock shall be issued under this Option or in connection with any
     such adjustment.

9.   Limitation. You or any other person entitled to exercise this Option shall
     be entitled to the privileges of stock ownership in respect of shares
     subject to this Option only when such shares have been issued and delivered
     as fully paid shares upon exercise of this Option in accordance with its
     terms.

10.  Requirements of Law and of Stock Exchanges. The issuance of shares upon the
     exercise of this Option shall be subject to compliance with all of the
     applicable requirements of law with respect to the issuance and sale of
     such shares. In addition, neither the Company nor any Related Company shall
     be required to issue or deliver any certificate or certificates for such
     purchase upon exercise of this Option prior to the admission of such shares
     to listing on notice of issuance on any stock exchange on which shares of
     the same class are then listed.

     By accepting this Option, you represent and agree for yourself and your
     transferees by will or by the laws of descent and distribution or otherwise
     that unless a registration statement under the Securities Act of 1933 is in
     effect as to shares purchased upon any exercise of this Option, any and all
     shares so purchased shall be acquired for investment and not for sale or
     distribution and each notice of the exercise of any portion of this Option
     shall be accompanied by a representation and warranty in writing, signed by
     the person entitled to exercise the same, that the shares are


<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)


     being so acquired by good faith for investment and not for sale or
     distribution. In the event the Company's legal counsel shall, at the
     Company's request, advise it that registration under the Securities Act of
     1933 of the shares as to which this Option is at the time being exercised
     is required prior to issuance thereof, neither the Company nor any Related
     Company shall be required to issue or deliver such shares unless and until
     such legal counsel shall advise that such registration has been completed
     or is not required.

     By accepting this Option you further represent and agree for yourself and
     your transferees by will or the laws of descent and distribution that if
     you are an officer of the Company or any other person who might be deemed
     an "affiliate" of the Company under the Securities Act of 1933 at the time
     any shares acquired upon exercise of this Option are proposed to be sold,
     you or they will not sell any shares purchased on exercise of this Option
     (a) without giving thirty-days' advance notice in writing to the Company,
     and (b) until the Company has advised you or them that such sale may be
     made without registration under the Securities Act of 1933 or, if such
     registration is required, that such registration has been effected.

11.  Definition of Certain Terms. The term "Related Company" means any affiliate
     of the Company and any other business venture in which the Company has a
     significant interest as determined in the discretion of the Committee of
     the board of directors. The term "you," and related terms such as "your"
     used in this Notice refer to the individual whose name appears first on the
     cover page of this Notice.

12.  Continued Employment and Future Grants. Neither the grant of this Option
     nor the other arrangements outlined herein give you the right to remain in
     the employ of the Company or any Related Company or to be selected to
     receive similar or identical grants in the future.

13.  Notices. Notice or other communication to the Company with respect to this
     Notice must be made in writing and delivered to: Secretary, GlobalSantaFe
     Corporation, at its principal business office, Houston, Texas.

14.  Governing Law. This Option and this Notice shall be governed by, and
     construed in accordance with, the laws of the state of Texas.

15.  Section 280G Payments.

     (a)  General Rule. Notwithstanding any contrary provisions in any plan,
          program or policy of the Company or any Related Company and except as
          provided in subsection (b), if all or any portion of the benefits
          payable under this Notice, either alone or together with other
          payments and benefits which you receive or are entitled to receive
          from the Company or any Related Company, would constitute a "parachute
          payment" within the meaning of Section 280G of the Code, the Company
          shall reduce your payments and benefits payable under this Notice to
          the extent necessary so that no portion thereof shall be subject to
          the excise tax imposed by Section 4999 of the Code, but only if, by
          reason of such reduction, the net after-tax benefit shall exceed the
          net after-tax benefit if such reduction were not made. "Net after-tax
          benefit" for these purposes shall mean the sum of (i) the total amount
          payable to you under this Notice, plus (ii) all other payments and
          benefits which


<PAGE>

                                                                      Form 1A(1)
                                                                          (2-02)


          you receive or are then entitled to receive from the Company or any
          affiliate that, alone or in combination with the payments and benefits
          payable under this Notice (after taking into account any reduction
          contemplated in subsection (c)), would constitute a "parachute
          payment" within the meaning of Section 280G of the Code (each such
          benefit hereinafter referred to as an "Additional Parachute Payment"),
          less (iii) the amount of federal income taxes payable with respect to
          the foregoing calculated at the maximum marginal income tax rate for
          each year in which the foregoing shall be paid to you (based upon the
          rate in effect for such year as set forth in the Code at the time of
          the payment under this Notice), less (iv) the amount of excise taxes
          imposed with respect to the payments and benefits described in (i) and
          (ii) above by Section 4999 of the Code.

          (b)  Exception if Gross-Up Applies. If you are entitled to a Gross-Up
               Payment with respect to an Additional Parachute Payment paid
               pursuant to any other plan, program or policy of the Company or
               any Related Company, the provisions of Section 15(a) above shall
               not apply. A "Gross-Up Payment" means a payment by the Company or
               a Related Company to cover the excise tax imposed on an
               Additional Parachute Payment by Section 4999 of the Code.

          (c)  Ordering Rule. Notwithstanding any contrary provisions in any
               other plan, program or policy of the Company or any Related
               Company, if any plan, program or policy of the Company or any
               Related Company provides for a reduction designed to avoid Code
               Section 4999 excise tax, such reduction shall first be applied to
               any Additional Parachute Payment subject to such reduction and,
               after having given effect to such reduction, the provisions of
               Section 15(a) above shall apply to the benefits payable under
               this Notice.

16. [NAME OF PLAN]. This Option is subject to, and the Company and you are bound
by, all of the terms and conditions of the [NAME OF PLAN] as the same shall have
been amended from time to time in accordance with the terms thereof, provided
that no such amendment shall deprive you, without your consent, of this Option
or any rights hereunder. Pursuant to such Plan, the board of directors or its
Committee established for such purposes is authorized to adopt rules and
regulations not inconsistent with the Plan and to take such action in the
administration of the Plan as it shall deem proper. A copy of the Plan in its
present form is available for inspection at the Company's principal office
during business hours by you or any other persons entitled to exercise this
Option.