CHANGE IN CONTROL AGREEMENT

CHANGE IN CONTROL AGREEMENT

     THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), effective as of                         , 20___(the “Effective Date”) is made by and between Rowan Companies, Inc., a Delaware corporation (the “Company”), and [Name] (the “Executive”).

     WHEREAS, the Company considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel;

     WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders;

     WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management, including the Executive, to their assigned duties without the distraction of potentially disturbing circumstances arising from the possibility of a Change in Control; and

     WHEREAS, the Company wishes to enter into this Agreement to protect the Executive’s reasonable expectations regarding compensation and duties if a Change in Control of the Company occurs, thereby encouraging the Executive to remain in the employ of the Company notwithstanding the possibility of a Change in Control;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

     1.  Term of Agreement . The Term of this Agreement shall commence on the date hereof and shall continue in effect through December 31, 2009; provided, however, that commencing on January 1, 2009 and each January 1 thereafter (an “Extension Date”), the Term shall automatically be extended for one additional year (i.e., resulting in a two-year Term on the Extension Date) unless, not later than September 30 of the year immediately preceding the Extension Date, the Company or the Executive shall have given written notice to the other party hereto not to extend the Term; and further provided, however, that if a Change in Control shall have occurred during the Term, the Term shall expire no earlier than three years following the event which constitutes a Change in Control.

     2.  Company’s General Obligations . In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive’s covenants set forth in Section 4.4, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described herein. Except as provided in Section 7.1, no Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 4.1, there shall be deemed to have been) a termination of the Executive’s employment with the Company following a Change in Control and during the Term.

     3.  Compensation Other Than Severance Payments .

          3.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of the Company’s written plans as in effect during such period, until the Executive’s employment is terminated by the Company for Disability.

          3.2 Following a Change in Control and during the Term, in the event of the Executive’s death, the Company shall pay to the Executive’s estate, the Executive’s salary, together with all compensation and benefits payable to the Executive under the terms of the Company’s written plans as in effect immediately prior to the date of death, through the date the Executive’s employment is terminated by death.

          3.3 If the Executive’s employment shall be terminated for any reason other than Disability or death following a Change in Control and during the Term, the Company shall pay the Executive’s salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s written plans as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.

          3.4 If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due in accordance with the Company’s written plans as in effect immediately prior to the Date of Termination.

     4.  Severance Payments .

          4.1 If the Executive’s employment is terminated following a Change in Control and during the Term either (i) by the Company without Cause or (ii) by the Executive with Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, set forth in this Section 4.1 (“Severance Payments”) in addition to any payments and benefits to which the Executive is entitled under Section 3. Solely for purposes of determining whether termination occurred following a Change in Control pursuant to this Agreement (and without any implication that a Change in Control has in fact occurred), the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive’s employment is terminated by the Company without Cause within six months prior to a Change in Control and such termination was at the request, direction or suggestion, directly or indirectly, of a Person who has entered into an agreement or with whom the Company contemplates will enter into an agreement with the Company the consummation of which would constitute a Change in

Control or (ii) the Executive terminates his employment for Good Reason within six months prior to a Change in Control and the circumstance or event which constitutes Good Reason occurs at the request, direction or suggestion, directly or indirectly, of such Person described in clause (i).

          (A) In lieu of any further salary and bonus payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, on or before the 14th day following the Executive’s Date of Termination, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to:

          (I)                      times ¹ the sum of (a) the Executive’s Base Salary and (b) the greater of (1) the Executive’s average short-term incentive bonuses awarded to the Executive in respect of the three prior calendar years or (2) the Executive’s target short-term incentive bonus under the Company’s Bonus Plan for the calendar year in which the Date of Termination occurs, plus

          (II) an amount equal to the sum of (a) with respect to the non-discretionary portion of the Executive’s short-term incentive bonus opportunity for the calendar year of Executive’s Date of Termination under the Company’s Bonus Plan, the amount that would be payable assuming the applicable performance period ended as of the month-end immediately preceding the Date of Termination and based on the attainment of such measures as of such month-end, and multiplied by a fraction the numerator of which is the number of days from January 1 to the Executive’s Date of Termination and the denominator on which is 365, and (b) with respect to the discretionary portion of the bonus opportunity, the amount equal to the Executive’s target short-term incentive bonus, pro-rated as set forth immediately above, plus

          (III) an amount equal to any forfeited account balance or accrued benefit under the tax-qualified plans maintained by the Company, with the amount of any forfeited defined benefit plan benefit determined using the actuarial factors then used under such plan for conversion of a benefit to a lump sum, plus

          (IV) any accrued but unused vacation and sick pay as of the Executive’s Date of Termination.

          (B) For the 36-month period ² immediately following the Date of Termination, the Company shall provide the Executive, and his covered dependents as of his Date of Termination, Medical Coverage substantially similar to that provided to the Executive and such covered dependents immediately prior to the Date of Termination, at no greater cost to the Executive than the cost to the Executive immediately prior to such date.

          (C) The Company shall provide the Executive with outplacement services from a service provider selected by the Committee, in accordance with Company practices as applicable to similarly-situated executives, for a period of one year or, if earlier, until the first acceptance by the Executive of an offer of employment; provided, however, that the aggregate amount of the cost incurred by the Company for such outplacement services shall not exceed $                      , which will be billed directly to the Company.

          4.2 Gross-Up Payment .

          (A) Whether or not the Executive becomes entitled to the Severance Payments, if any payments or benefits received or to be received by the Executive whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or with any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the “Total Payments”) are subject to the Excise Tax, the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments.

          (B) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of Code Section 280G(b)(2)) unless, in the opinion of the Company, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Code Section 280G(b)(4)(A), (ii) all “excess parachute payments” within the meaning of Code Section 280G(b)(1) shall be treated as subject to the Excise Tax unless, in the opinion of the Company, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Code Section 280G(b)(4)(B)) in excess of the Base Amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company in accordance with the principles of Code Section 280G(d)(3) and (4). The Company and the Executive agree that the determinations described in this Section 4.2(B) shall take the form of a letter from the Company accompanied by calculations prepared by a national accounting firm selected by the Company (the “Accounting Firm”).

          (C) The Gross-Up Payment (or portion thereof) will be paid to the Executive on the day of the payment of the Total Payments (or portion thereof) that give rise to the Excise Tax; provided, however, that if the amount of such Gross-Up Payment (or portion thereof) cannot be fully determined on or before the date on which payment is due, the Company will pay to the Executive by such date an amount estimated in good faith by the Accounting Firm to be the minimum amount of such Gross-Up Payment (or portion thereof) and will pay the remainder of such Gross-Up Payment (or portion thereof) (together with interest at the rate provided in Code Section 1274(b)(2)(B)) as soon as the amount thereof can be determined, but in no event later than 45 days after complete

payment of the Total Payments. Further, in the event that on the day of payment of the Total Payments (or portion thereof) (or the 45-day period following such payments), no Gross-Up Payment (or portion thereof) is determined by the Accounting Firm to be due and it is subsequently determined that a Gross-Up Payment (or portion thereof) is owing to the Executive, such Gross-Up Payment (or portion thereof) will be made by the Company to the Executive at the date that such Gross-Up Payment amount (or portion thereof) is determined by the Accounting Firm to be payable to the Executive.

          (D) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within five business days following the later of the date that the amount of such reduction in the Excise Tax is fully determined and the date that such amount is fully refunded to the Executive by the Internal Revenue Service, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment) being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes. In the event that the Excise Tax is determined to exceed the amount originally remitted by the Executive which was taken into account hereunder in calculating the Gross-Up Payment and the Executive is obliged to remit additional Excise Taxes, the Executive shall provide the Company with written notice advising as to the amount of additional Excise Taxes which were so remitted and the date on which they were so remitted. As soon as practicable following receipt of such notice (but not later than the end of the taxable year following the year in which the additional Excise Taxes were remitted by the Executive), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess Excise Taxes). The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

          4.3 Legal Fees and Expenses . The Company shall pay to the Executive all reasonable legal fees and expenses in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Code Section 4999 to any payment or benefit provided hereunder. Any such payment shall be due upon delivery of the Executive’s written request for payment accompanied with