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                                                                   EXHIBIT 10.39


TO:      Robert E. Rose                                DATE:   November 20, 2001

FROM:    James L. McCulloch

SUBJECT: Restricted Stock

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



                                                 /s/ James L. McCulloch
                                                 -------------------------------
                                                 James L. McCulloch



Attachment


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                            GLOBALSANTAFE CORPORATION

                              TERMS AND CONDITIONS
                                       OF
                                RESTRICTED STOCK

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

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

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

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

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

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

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

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

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

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

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

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

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

12. Wage Withholding and Employment Taxes. No certificates representing the
shares of Restricted Stock shall be delivered to or in respect of you by the
Company upon the expiration of the three-year period following the Grant Date
unless the amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the issuance of such
shares has been remitted to the Company or unless provisions to pay such
withholding requirements have been made to the satisfaction of the Committee
pursuant to Section 6.4 of the Plan. The Committee may make such provisions as
it may deem appropriate for the withholding of any taxes which it determines is
required in connection with the Grant. All Ordinary Shares withheld or
surrendered will be valued at their Fair Market Value (as defined in the Plan)
on the date the withholding obligation arises.

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

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

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

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

17. Global Marine 1998 Stock Option and Incentive Plan, the Board and the
Committee. The Restricted Shares are granted to you, and any issuance and
delivery of Restricted Shares are or will be

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

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