EXHIBIT 4.1
NUMBER SHARES
---------------------- ----------------------
| | | |
---------------------- ----------------------
S
(LOGO)
COMMON STOCK ` COMMON STOCK
INCORPORATED UNDER THE LAWS ROWAN COMPANIES, INC CUSIP 779382 10 0
OF THE STATE OF DELAWARE THIS CERTIFICATE IS
TRANSFERABLE IN DENVER,
COLORADO OR NEW YORK,
NEW YORK
---------------------------------------
| |
This Certifies that | | is the owner of
| |
| |
---------------------------------------
SEE REVERSE FOR
CERTAIN DEFINITIONS
FULL-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
THE PAR VALUE OF $.12-1/2 EACH OF
Rowan Companies, Inc., transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares represented
hereby are issued and shall be subject to all of the provisions of the
Certificate of Incorporation, as now or hereafter amended, to all of which the
holder hereof by acceptance hereof assents.
This Certificate is not valid unless countersigned and registered by a
Transfer Agent and Registrar of the Corporation.
Witness the facsmile seal of the Corporation and the facsmile signatures
of its duly authorized officers.
Dated
Mark H. Hay D. F. McNease
SECRETARY PRESIDENT
COUNTERSIGNED AND REGISTERED:
ROWAN COMPANIES, INC. COMPUTERSHARE TRUST CO., INC.
CORPORATE SEAL TRANSFER AGENT AND REGISTRAR
1947 BY
DELAWARE
(C) SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY AUTHORIZED SIGNATURE
ROWAN COMPANIES, INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES
THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS
OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE CORPORATION
OR TO THE TRANSFER AGENT.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT------Custodian------
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act-------------------
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received,__________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
----------------------
| |
----------------------
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT
_______________________________________________________________________ ATTORNEY
TO TRANSFER THE SAID SHARES ON THE BOOKS OF THE WITHIN NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED_________________________________
________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.
This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement between Rowan Companies, Inc. (the
"Company") and Computershare Trust Co., Inc. (the "Rights Agent") dated as of
January 24, 2002 (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal
office of the Company. Under certain circumstances, as set forth in the Rights
Agreement, such Rights may be redeemed, may expire, or may be evidenced by
separate certificates and will no longer be evidenced by this certificate. The
Company will mail to the holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing, without charge promptly after
receipt of a written request therefor. Under certain circumstances set forth in
the Rights Agreement, Rights issued to, or held by, any Person who is, was or
becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms
are defined in the Rights Agreement), whether currently held by or on behalf of
such Person or by any subsequent holder, may become null and void.