UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 7, 2018
 
Ensco plc
(Exact name of registrant as specified in charter)

 

England and Wales	 	98-0635229	
(State or other jurisdiction of incorporation)	 	(I.R.S. Employer Identification No.)	
 
1-8097
(Commission File No.)
 
6 Chesterfield Gardens
London, England W1J 5BQ
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: 44 (0) 20 7659 4660

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 
Item 1.01   Entry into a Material Definitive Agreement.
 
On October 7, 2018, Ensco plc (the “ Company ” or “ Ensco ”) and Rowan Companies plc (“ Rowan ”) entered into a Transaction Agreement (the “ Transaction Agreement ”) providing for the combination of the two companies. In the Transaction Agreement, the Company has agreed to acquire the entire issued and to be issued share capital of Rowan, which acquisition (the “ Transaction ”) is expected to be implemented by way of a scheme of arrangement to be undertaken by Rowan under Part 26 of the UK Companies Act 2006 (“ Scheme of Arrangement ”) (provided that the parties reserve the right under the Transaction Agreement to effect the acquisition by way of a contractual takeover offer as defined in section 974 of the UK Companies Act 2006 in certain circumstances).
 
Upon the terms and subject to the conditions set forth in the Transaction Agreement, at the effective time of the Scheme of Arrangement (the “ Effective Time ”), each Class A ordinary share in the share capital of Rowan, each with a nominal value of $0.125 per share (the “ Rowan Ordinary Shares ”), issued and outstanding at the scheme record time, will be converted into the right to receive 2.215 Class A ordinary shares in the share capital of the Company, each with a nominal value of $0.10 per share (the “ New Company Shares ”).
 
The board of directors of the Company has unanimously approved and adopted the Transaction Agreement and has agreed, subject to certain exceptions set forth in the Transaction Agreement, to recommend that the Company’s shareholders approve the allotment and issuance of the New Company Shares issuable in connection with the Transaction. Each of Rowan and the Company has also agreed not to directly or indirectly solicit competing acquisition proposals or, subject to certain exceptions with respect to unsolicited proposals that may be deemed to be “superior proposals,” to enter into discussions concerning, or provide confidential information in connection with, any competing acquisition proposals. The Transaction Agreement further provides that, upon termination of the Transaction Agreement under certain circumstances, the Company or Rowan may be required to pay the other party (i) an expense reimbursement fee of $15 million or (ii) a termination fee of $24 million.
 
In addition to the foregoing termination rights, either party may terminate the Transaction Agreement if the Transaction shall not have been consummated on or prior to October 7, 2019 (provided that either party may extend such date for an additional four months in certain circumstances specified in the Transaction Agreement, including to receive regulatory approvals).
 
The Transaction Agreement contains customary representations and warranties by the Company and Rowan. The Transaction Agreement also contains customary pre-closing covenants, including the obligation of the Company and Rowan to conduct their respective businesses in the ordinary course of business and to refrain from taking specified actions without the consent of the other party.
 
The completion of the Transaction is subject to various closing conditions, including, among other things, (i) the receipt of certain approvals of the Rowan shareholders and the Company’s shareholders, including approval of the allotment and issuance of the New Company Shares by the Company’s shareholders, (ii) the sanction of the Scheme by the High Court of Justice of England and Wales, (iii) the receipt of certain required regulatory approvals or elapse of certain review periods with respect thereto, including those in the United States, United Kingdom and Kingdom of Saudi Arabia, (iv) the absence of legal restraints prohibiting or restraining the Transaction and (v) the absence of any law or order reasonably expected to result in the dissolution of the Saudi Aramco Offshore Drilling Company, Rowan’s joint venture with Saudi Aramco (the “ ARO JV ”), or the sale, disposition, forfeiture or nationalization of Rowan’s interest in the ARO JV.
 
In connection with the execution of the Transaction Agreement, Mukamala Oil Field Services Limited, a subsidiary of Saudi Aramco Development Company and holder of 50% of the interests of ARO JV, delivered a letter that, among other things, waived its option to purchase Rowan’s interest in the ARO JV and consented to the completion of the Transaction.
 
In connection with the Transaction, the Company and Rowan also agreed to amend the Company’s Corporate Governance Policy, to be effective as of the Effective Time, in the form attached as Annex III to the Transaction Agreement (the “ Combined Company Governance Policy ”).  Pursuant to the Combined Company Governance Policy, immediately following the Effective Time, the Company’s Board of Directors (the “ Board ”) will consist of eleven members, six of which will be nominated by the Company and five of which will be nominated by Rowan.  For the first two Annual General Meetings of Shareholders after the Effective Time, the Board will renominate the directors designated by each of the Company and Rowan that remain on the Board, subject to certain exceptions described in the Combined Company Governance Policy.  Further, the Combined Company Governance Policy provides that, for two years following the Effective
 
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Time, the Nominating and Governance Committee will consist of two of the Company designees and two of the Rowan designees.
 
The foregoing description of the Transaction Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Transaction Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
 
The Transaction Agreement and the above description have been included to provide investors and security holders with information regarding the terms of the Transaction Agreement. They are not intended to provide any other factual information about the Company, Rowan or their respective subsidiaries or affiliates or equity holders. The representations, warranties and covenants contained in the Transaction Agreement were made only for purposes of those agreements and as of specific dates, were solely for the benefit of the parties to the Transaction Agreement and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should be aware that the representations, warranties and covenants or any description thereof may not reflect the actual state of facts or condition of the Company, Rowan or any of their respective subsidiaries, affiliates, businesses, or equity holders. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company or Rowan. Accordingly, investors should read the representations and warranties in the Transaction Agreement not in isolation but only in conjunction with the other information about the Company or Rowan and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the U.S. Securities and Exchange Commission (the “ SEC ”).
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Executive Chairman
 
On October 8, the Company announced that, effective as of and contingent upon the closing of the Transaction, Carl Trowell has been named Executive Chairman of the Company. In connection with his appointment as Executive Chairman, Mr. Trowell entered into an amended and restated employment agreement with Ensco Services Limited dated October 7, 2018 (the “ Executive Chairman Employment Agreement ” ). Pursuant to the Executive Chairman Employment Agreement and the Combined Company Governance Policy, unless earlier terminated as provided therein, Mr. Trowell will serve as Executive Chairman for an 18-month term following the Effective Time.  Mr. Trowell will be entitled to a gross base annual salary of £450,000 and an annual target bonus of 110% of base salary.  Mr. Trowell will, upon the closing of the Transaction, also be entitled to a gross $5,000,000 lump sum cash payment in exchange for the forfeiture of certain long-term incentive awards, including his 2017, 2018 and any 2019 unvested performance unit awards and any 2019 unvested restricted share unit awards. During the term, Mr. Trowell will also be entitled to cash payments in lieu of participating in the Ensco Savings Plan equal to the cash amounts that would have been contributed by the Company on his behalf had he participated in the plan (assuming that Mr. Trowell deferred the maximum amount possible under the plan and the United States Internal Revenue Code and received the corresponding company matching benefit).
 
Following expiration of the Executive Chairman term or termination of the Executive Chairman Employment Agreement other than for cause, Mr. Trowell is entitled to a gross severance payment of  £2,000,000, plus an additional amount to be determined by the Board up to a maximum £3,000,000, based on achieving certain levels of synergies to be agreed with the Board.  The Executive Chairman Employment Agreement also includes customary non-solicitation, non-competition, non-disparagement, confidentiality and intellectual property assignment provisions.
 
The foregoing is not a complete description of the Executive Chairman Employment Agreement and is qualified in its entirety by reference to the full text of the Executive Chairman Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein. Any capitalized terms not defined in this description are defined in the Executive Chairman Employment Agreement.
 
Chief Executive Officer
 
On October 8, 2018, the Company announced that, effective as of and contingent upon the closing of the Transaction, Dr. Thomas Burke has been named President and Chief Executive Officer of the Company and will be appointed a member of the board of directors of the Company (the “ Board ”).  In connection with his appointment, Dr. Burke
 
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entered into an employment agreement with Rowan Companies Inc., ENSCO Global Resources Limited (“ Ensco UK ”) and, solely for purposes of guaranteeing Ensco UK’s obligations thereunder, the Company, dated October 7, 2018 (the “ CEO Employment Agreement ”). Pursuant to the CEO Employment Agreement and the Combined Company Governance Policy, unless earlier terminated as provided therein, Dr. Burke will serve as Chief Executive Officer for a two-year term. The CEO Employment Agreement automatically renews for successive 12-month periods absent 90 days’ prior notice of nonrenewal.  During the term, Dr. Burke will be entitled to a base annual salary of $950,000 and an annual target bonus of 110% of base salary.  Subject to the approval of the Board or Compensation Committee of the Board, for the first two years of the term, Dr. Burke will be entitled to awards under the Company’s long-term incentive award plans and programs at a level and on terms commensurate with his position and with a target award level of no less than 500% of his base salary, which percentage may be increased or decreased in future years as determined by the Board or Compensation Committee of the Board.  Dr. Burke will be eligible to participate in employee benefit plans, programs and arrangements of the Company, including the Company’s expatriate assignment and tax equalization policy.  Dr. Burke will be required to relocate to London, England. In consideration of Dr. Burke’s (i) waiver of single trigger vesting for certain equity awards previously granted to him, (ii) waiver of certain Change in Control and Good Reason rights pursuant to his existing compensation arrangements, and (iii) the cost of living and tax burden associated with his relocation from the United States, Dr. Burke will be provided a one-time payment of $3,750,000. This one-time payment is subject to pro-rata reimbursement should Dr. Burke resign without Good Reason or be terminated for Cause prior to the third anniversary of the Commencement Date.  Dr. Burke will also receive benefits under the Company’s relocation policy, including a payment of $20,000 to help cover his relocation expenses.
 
In the event of a termination of Dr. Burke’s employment without Cause or his resignation for Good Reason, subject to his execution of a customary release, he will be entitled to (1) a lump sum payment equal to two times his base salary, (2) a lump sum payment equal to two times the greater of his average annual bonus over the three calendar years preceding his termination or his target annual bonus amount, (3) a pro-rated bonus for the year of termination, (4) subsidized medical, dental and vision coverage for a 24-month period,  (5) reimbursement of costs incurred to relocate to the United States, and (6) accelerated vesting of outstanding equity awards.  The CEO Employment Agreement also includes customary non-solicitation, non-competition, non-disparagement, confidentiality and intellectual property assignment provisions.
 
The foregoing is not a complete description of the CEO Employment Agreement and is qualified in its entirety by reference to the full text of the CEO Employment Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein. Any capitalized terms not defined in this description are defined in the CEO Employment Agreement.
 
Item 7.01 Regulation FD Disclosure.
 
On October 8, 2018, the Company and Rowan issued a press release announcing their entry into the Transaction Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
 
On October 8, 2018, the Company posted to its corporate website an investor presentation related to the Transaction, which is attached hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
 
On October 8, 2018, the Company held a conference call with the Company’s investors.  The transcript of the call is attached hereto as Exhibit 99.3 and is incorporated into this Item 7.01 by reference.
 
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and the attached Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
 
Item 8.01   Other Events.
 
In connection with the announcement of the Transaction, the Company sent certain written communications to its employees and customers, which are filed as Exhibit 99.4, Exhibit 99.5 and Exhibit 99.6.
 
To the extent required, the information included in Item 7.01 of this Current Report on Form 8-K is incorporated into this Item 8.01.
 
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Item 9.01   Financial Statements and Exhibits.
 
(d) Exhibits

Exhibit
Number	 	Description	
2.1*	 	Transaction Agreement, dated as of October 7, 2018, by and between Ensco plc and Rowan Companies plc.	
 	 	 	
10.1	 	Amended and Restated Employment Agreement, dated as of October 7, 2018, by and between Carl Trowell and Ensco Services Limited.	
 	 	 	
10.2	 	Employment Agreement, dated as of October 7, 2018, by and between Dr. Thomas Burke, Rowan Companies Inc., ENSCO Global Resources Limited and, solely for the purposes of guaranteeing ENSCO Global Resources Limited’s obligations thereunder, Ensco plc.	
 	 	 	
99.1	 	Press Release dated October 8, 2018.	
 	 	 	
99.2	 	Investor Presentation dated October 8, 2018.	
 	 	 	
99.3	 	Transcript of Investor Conference Call held on October 8, 2018.	
 	 	 	
99.4	 	CEO Memo to Employees.	
 	 	 	
99.5	 	Employee Frequently Asked Questions (FAQ).	
 	 	 	
99.6	 	Letter to Customers.	

*  Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request.
 
* * *
 
Additional Information and Where You Can Find It
 
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed transaction between the Company and Rowan will be submitted to the respective shareholders of the Company and Rowan for their consideration.
 
Forward-Looking Statements
 
Statements included in this document regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco following the completion of the transaction and other statements that are not historical facts, are forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)).  Forward-looking statements include words or phrases such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and words and phrases of similar import.  These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities, rating agencies or other third parties, actions by the respective companies’ security holders, costs and difficulties related to integration of Ensco and Rowan, delays, costs and difficulties related to the transaction, market conditions, and Ensco’s financial results and performance following the completion of the transaction, satisfaction of closing conditions, ability to repay debt and timing thereof, availability and terms of any financing and other factors detailed in the risk factors section and elsewhere in Ensco’s and Rowan’s Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov.  Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.  All information in this document is as of today.  Except as required by law, both Ensco and
 
5 

 
Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
 
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
 
In connection with the proposed transaction, Ensco and Rowan will file a joint proxy statement on Schedule 14A with the SEC.  Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan’s shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco’s ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines to conduct an acquisition of Rowan pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to Ensco’s ordinary shares that would be issued in the proposed transaction.  INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION.  A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings.  Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC’s website at www.sec.gov.  Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800.  Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.”  Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan’s website at www.rowan.com/investor-relations.
 
Participants in the Solicitation
 
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction.  Information about these persons is set forth in Ensco’s proxy statement relating to its 2018 General Meeting of Shareholders and Rowan’s proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on March 30, 2018 and April 3, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC.  Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
 
N o Offer or Solicitation
 
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
 
Service of Process
 
Ensco and Rowan are incorporated under the laws of England and Wales.  In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States.  Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	Ensco plc	

Date: October 9, 2018	 	
 	 	
 	/s/ Michael T. McGuinty	
 	Michael T. McGuinty
Senior Vice President - General Counsel and Secretary	
 
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Exhibit 2.1 
 
Execution Version
 
TRANSACTION AGREEMENT
 
by and between
 
ENSCO PLC
 
and
 
ROWAN COMPANIES PLC
 
Dated as of October 7, 2018

 
TABLE OF CONTENTS

 	 	Page	
 	 	 	
ARTICLE I. THE TRANSACTION	2	
 	 	
Section 1.1	The Transaction	2	
Section 1.2	Closing	2	
Section 1.3	Effective Time	2	
Section 1.4	Directors	2	
Section 1.5	Executive Management	4	
Section 1.6	Name and Trading Symbol	4	
Section 1.7	Headquarters	4	
Section 1.8	Corporate Governance Policy	4	
 	 	 	
ARTICLE II. TRANSFER OF ROWAN ORDINARY SHARES; ALLOTMENT AND ISSUANCE OF NEW ENSCO SHARES	5	
 	 	
Section 2.1	Transfer of Rowan Ordinary Shares	5	
Section 2.2	Allotment and Issuance of New Ensco Shares	5	
Section 2.3	Rowan Long Term Incentive Awards	6	
Section 2.4	Withholding Rights	7	
Section 2.5	Rowan and Ensco Actions Prior to and at Closing	8	
Section 2.6	Further Assurances	9	
Section 2.7	No Fractional Shares	9	
 	 	 	
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF ROWAN	10	
 	 	
Section 3.1	Qualification, Organization, Subsidiaries, Capitalization	11	
Section 3.2	Company Authority Relative to this Agreement; No Violation	13	
Section 3.3	Reports and Financial Statements	15	
Section 3.4	Internal Controls and Procedures	16	
Section 3.5	No Undisclosed Liabilities	17	
Section 3.6	Compliance with Law; Permits	17	
Section 3.7	Absence of Certain Changes or Events	18	
Section 3.8	Environmental Laws and Regulations	18	
Section 3.9	Investigations; Litigation	18	
Section 3.10	Investment Company	19	
Section 3.11	Intellectual Property	19	
Section 3.12	Properties	20	
Section 3.13	Ownership and Maintenance of Drilling Units	20	
Section 3.14	Tax Matters	20	
Section 3.15	Employment and Labor Matters	22	
Section 3.16	Employee Benefit Plans	23	
Section 3.17	Insurance	26	
Section 3.18	Opinion of Financial Advisor	26	
Section 3.19	Material Contracts	26	
Section 3.20	Finders or Brokers	28	
Section 3.21	Anti-Bribery	28	
Section 3.22	Export Controls and Sanctions	29	
Section 3.23	Derivatives	29	
 
i 

 
TABLE OF CONTENTS
 (continued)

 	 	Page	
 	 	 	
Section 3.24	Takeover Statutes	29	
Section 3.25	Information Supplied	29	
Section 3.26	No Additional Representations	30	
 	 	 	
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF ENSCO	31	
 	 	
Section 4.1	Qualification, Organization, Subsidiaries, Capitalization	31	
Section 4.2	Company Authority Relative to this Agreement; No Violation	33	
Section 4.3	Reports and Financial Statements	35	
Section 4.4	Internal Controls and Procedures	36	
Section 4.5	No Undisclosed Liabilities	36	
Section 4.6	Compliance with Law; Permits	37	
Section 4.7	Absence of Certain Changes or Events	38	
Section 4.8	Environmental Laws and Regulations	38	
Section 4.9	Investigations; Litigation	38	
Section 4.10	Investment Company	39	
Section 4.11	Intellectual Property	39	
Section 4.12	Properties	39	
Section 4.13	Ownership and Maintenance of Drilling Units	40	
Section 4.14	Tax Matters	40	
Section 4.15	Employment and Labor Matters	42	
Section 4.16	Employee Benefit Plans	43	
Section 4.17	Insurance	46	
Section 4.18	Opinion of Financial Advisor	46	
Section 4.19	Material Contracts	46	
Section 4.20	Finders or Brokers	48	
Section 4.21	Anti-Bribery	48	
Section 4.22	Export Controls and Sanctions	49	
Section 4.23	Derivatives	49	
Section 4.24	Takeover Statutes	49	
Section 4.25	Information Supplied	49	
Section 4.26	No Additional Representations	50	
 	 	 	
ARTICLE V. COVENANTS AND AGREEMENTS	51	
 	 	
Section 5.1	Conduct of Business	51	
Section 5.2	Access	56	
Section 5.3	No Solicitation by Rowan	56	
Section 5.4	No Solicitation by Ensco	61	
Section 5.5	Responsibilities of Rowan in Respect of the Scheme of Arrangement	65	
Section 5.6	Responsibilities of Ensco in Respect of the Scheme of Arrangement	68	
Section 5.7	Joint Proxy Statement	68	
Section 5.8	Mutual Provisions in Relation to the Scheme of Arrangement and the Meetings	70	
 
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TABLE OF CONTENTS
 (continued)

 	 	Page	
 	 	 	
Section 5.9	Reasonable Best Efforts; Regulatory Approvals	71	
Section 5.10	Takeover Statutes	74	
Section 5.11	Public Announcements	74	
Section 5.12	Indemnification and Insurance	74	
Section 5.13	Control of Operations	76	
Section 5.14	Section 16 Matters	76	
Section 5.15	Transaction Litigation	76	
Section 5.16	Listing Matters	77	
Section 5.17	United Kingdom Stamp Taxes	77	
Section 5.18	Scheme Implementation by Way of Offer	77	
Section 5.19	Securities Act Exemption	79	
Section 5.20	Tax-Free Reorganization Treatment	79	
Section 5.21	Post-Closing Benefits Program	79	
Section 5.22	Cooperation	81	
Section 5.23	Change in Control Arrangements	81	
 	 	 	
ARTICLE VI. CONDITIONS TO THE TRANSACTION	81	
 	 	
Section 6.1	Conditions to Each Party’s Obligation to Effect the Transaction	81	
Section 6.2	Conditions to Obligation of Rowan to Effect the Transaction	82	
Section 6.3	Conditions to Obligation of Ensco to Effect the Transaction	82	
Section 6.4	Frustration of Closing Conditions	83	
 	 	 	
ARTICLE VII. TERMINATION	83	
 	 	
Section 7.1	Termination or Abandonment	83	
Section 7.2	Effect of Termination	86	
Section 7.3	Termination Fee; Expenses	86	
 	 	 	
ARTICLE VIII. MISCELLANEOUS	88	
 	 	
Section 8.1	No Survival	88	
Section 8.2	Expenses	88	
Section 8.3	Counterparts; Effectiveness	88	
Section 8.4	Governing Law	89	
Section 8.5	Jurisdiction; Remedies	89	
Section 8.6	WAIVER OF JURY TRIAL	89	
Section 8.7	Notices	90	
Section 8.8	Assignment; Binding Effect	91	
Section 8.9	Severability	91	
Section 8.10	Entire Agreement	91	
Section 8.11	Amendments; Waivers	92	
Section 8.12	Headings	92	
Section 8.13	No Third-Party Beneficiaries	92	
Section 8.14	Interpretation	92	
Section 8.15	Definitions	93	
 
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TABLE OF CONTENTS
 (continued)
 
Annex I                                                     Index of Defined Terms
Annex II                                                Form of Scheme of Arrangement
Annex III                                           Corporate Governance Policy
 
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TRANSACTION AGREEMENT
 
This TRANSACTION AGREEMENT (this “ Agreement ”), dated as of October 7, 2018, is by and between Ensco plc, a public limited company organized under the Laws of England and Wales ( “ Ensco ”), and Rowan Companies plc, a public limited company organized under the Laws of England and Wales ( “ Rowan ” and, together with Ensco, the “ Parties ”).
 
WITNESSETH :
 
WHEREAS, the Parties intend that the Rowan Ordinary Shares be acquired by Ensco or a DR Nominee (as defined in Section 1.1 below) on the terms and subject to the conditions set out in this Agreement (the “ Transaction ”), pursuant to the Scheme of Arrangement or the Offer (as the case may be);
 
WHEREAS, the Board of Directors of Rowan has (i) unanimously determined that the Transaction and the Scheme of Arrangement are in the best interests of Rowan and the Rowan Shareholders, and declared it advisable to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Transaction and the Scheme of Arrangement, and (iii)  resolved to recommend adoption of this Agreement and the passing of the Rowan Shareholder Resolutions by the Rowan Shareholders;
 
WHEREAS, the Board of Directors of Ensco has (i) unanimously determined that the Transaction is in the best interests of Ensco and the Ensco Shareholders, and declared it advisable to enter into this Agreement, (ii) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Transaction, (iii) subject to the passing of the resolution referred to in clause (b) of the definition of Ensco Shareholder Resolutions, approved a consolidation (being a reverse share split under English Law) of Existing Ensco Class A Ordinary Shares (and all fractional entitlements thereto) whereby, conditional upon and effective immediately (or as soon as practicable) following Closing every four issued Existing Ensco Class A Ordinary Share shown in the register of members of Ensco immediately following the updating of such register to give effect to the provisions of the Scheme of Arrangement (or completion of any Offer, as the case may be) will be consolidated into one Class A ordinary share each with a nominal value of $0.40 per share (each a “ Consolidated Ensco Share ”) and all fractional entitlements to Existing Ensco Class A Ordinary Shares shall at the same time be aggregated and consolidated in the same proportion (the “ Consolidation ”), and (iv) resolved to recommend the passing of the Ensco Shareholder Resolutions by the Ensco Shareholders;
 
WHEREAS, Rowan and Ensco intend that, for U.S. federal income tax purposes, (i) the Transaction qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) this Agreement constitute a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a);
 
WHEREAS, contemporaneously with the execution of this Agreement, (i) Dr. Thomas P. Burke has entered into a new employment agreement with Rowan Companies, Inc., ENSCO Global Resources Limited and, solely for the purposes of guaranteeing the payments and

 
obligations under the employment agreement, Ensco (the “ CEO Employment Agreement ”) and (ii) Carl G. Trowell has entered into a new employment agreement with Ensco (the “ Executive Chairman Agreement ”); and
 
WHEREAS, Rowan and Ensco desire to make certain representations, warranties, covenants and agreements specified herein in connection with this Agreement.
 
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, Rowan and Ensco agree as follows:
 
ARTICLE I.
 
THE TRANSACTION
 
Section 1.1                                     The Transaction .  At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Laws of England and Wales, the Companies Act and the terms of the Scheme of Arrangement: (i) all the Rowan Ordinary Shares then outstanding shall be transferred from the Rowan Shareholders to Ensco or, alternatively, to a company falling within Section 67(6) of the Finance Act of 1986 (a “ DR Nominee ”); and (ii) Ensco shall allot and issue New Ensco Shares to the Rowan Shareholders.  The Rowan Ordinary Shares will be acquired with full title guarantee, free from all Liens (other than those arising under generally applicable securities Laws) and together with all rights at the Effective Time or thereafter attached thereto, including the right to receive and retain all dividends and other distributions (if any).
 
Section 1.2                                     Closing .  The closing of the Transaction (the “ Closing ”) shall take place at the offices of Gibson, Dunn & Crutcher LLP at 811 Main Street, Suite 3000, Houston, Texas 77002 as soon as practicable (and in any event within five business days) after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, date and time as Rowan and Ensco may agree in writing.  The date on which the Closing actually occurs is referred to as the “ Closing Date .”
 
Section 1.3                                     Effective Time .  The Scheme of Arrangement shall become effective at such time as an order of the High Court of Justice (the “ Court ”) sanctioning the Scheme of Arrangement (such order, the “ Court Order ”) has been delivered to the Registrar of Companies in England and Wales (such date and time is hereinafter referred to as the “ Effective Time ”).
 
Section 1.4                                     Directors .
 
(a)                                  Ensco shall take all action so that, immediately after the Effective Time, the Board of Directors of Ensco shall consist of 11 members, consisting of six members of the Board of Directors of Ensco as at the date of this Agreement designated by Ensco, after consultation with Rowan, before the mailing of the Proxy Statement (the “ Designated Ensco Directors ”), five of whom shall qualify as an “ independent director ” under applicable rules of the NYSE, and five members of the Board of Directors of Rowan as at the date of this Agreement
 
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designated by Rowan, after consultation with Ensco, before the mailing of the Proxy Statement (the “ Designated Rowan Directors ”), four of whom shall qualify as an “ independent director ” under applicable rules of the NYSE.
 
(b)                                  If, prior to the Effective Time, any Designated Ensco Director is unwilling or unable to serve (or to continue to serve) as a director of Ensco following the Effective Time as a result of illness, death, resignation or any other reason, then any replacement for such person shall be selected by the Board of Directors of Ensco from the persons who are members of the Board of Directors of Ensco as at the date of this Agreement, after consultation with Rowan, and such replacement shall constitute a Designated Ensco Director for all purposes under this Agreement.
 
(c)                                   If, prior to the Effective Time, any Designated Rowan Director is unwilling or unable to serve as a director of Ensco following the Effective Time as a result of illness, death, resignation or any other reason, then any replacement for such person shall be selected by the Board of Directors of Rowan from the persons who are members of the Board of Directors of Rowan as at the date of this Agreement, after consultation with Ensco, and such replacement shall constitute a Designated Rowan Director for all purposes under this Agreement.
 
(d)                                  From and after the Effective Time, each person designated as a director of Ensco shall serve as a director until (i) such person’s successor shall be elected and qualified, (ii) such person’s earlier death, resignation, retirement, disqualification by a UK court of competent jurisdiction or removal by shareholders in accordance with applicable Law, the articles of association of Ensco (the “ Ensco Articles of Association ”), the Corporate Governance Policy and/or the terms of their contract of service (or letter of appointment, as the case may be), or (iii) such person shall be vacated pursuant to applicable Law or the Ensco Articles of Association without requiring further action by the Board of Directors of Ensco.
 
(e)                                   Subject to Section 1.5 , immediately after the Effective Time, Mr. Trowell shall be the Executive Chairman of the Board of Directors of Ensco, subject to the terms of the Executive Chairman Agreement and the Corporate Governance Policy, and his principal office will be located in London, England.  If, prior to the Effective Time, Mr. Trowell is unable or unwilling to serve, then a non-executive chairman shall be selected from the Designated Ensco Directors by Ensco (which shall include any replacement Designated Ensco Director designated in accordance with this Section 1.4 ) with the consent of Rowan, which shall not be unreasonably withheld, conditioned or delayed.  Subject to Section 1.5 , before the mailing of the Proxy Statement, Rowan, after consultation with Ensco, will designate one of the Designated Rowan Directors to be the independent lead director immediately after the Effective Time.
 
(f)                                    Ensco shall take all action as is necessary to, effective as of the Effective Time, in each case selected with mutual agreement by Ensco and Rowan, (i) cause the Nominating and Governance Committee of the Board of Directors of Ensco to consist of four members, consisting of two Designated Ensco Directors and two Designated Rowan Directors, (ii) cause each other committee of the Board of Directors of Ensco to consist of at least one Designated Ensco Director and one Designated Rowan Director, and (iii) determine and appoint the Chairman of each such committee which shall be divided as evenly as possible between Ensco and Rowan.
 
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Section 1.5                                     Executive Management .  At the Effective Time, Dr. Burke shall be the President and Chief Executive Officer of Ensco, subject to the terms of the CEO Employment Agreement and the Corporate Governance Policy, and shall be one of the Designated Rowan Directors, and his principal office will be located in London, England.  If, prior to the Effective Time, Dr. Burke is unable or unwilling to serve as President and Chief Executive Officer of Ensco, then Mr. Trowell (i) shall be the President and Chief Executive Officer of Ensco and (ii) shall not be the Executive Chairman of the Board of Directors of Ensco, a non-executive chairman shall be selected from the Designated Rowan Directors by Rowan (which shall include any replacement Designated Rowan Director designated in accordance with Section 1.4 ) with the consent of Ensco, which shall not be unreasonably withheld, conditioned or delayed, and no independent lead director will be appointed pursuant to Section 1.4(e)  and the Corporate Governance Policy.  At the Effective Time, the executive management positions with Ensco listed on Section 1.5 of the Ensco Disclosure Schedule shall be selected by the applicable Party set forth on such Schedule, with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed, and each such individual shall serve until such individual’s successor shall be elected and qualified or such individual’s earlier death, resignation, retirement, disqualification or removal in accordance with applicable Law, the Ensco Articles of Association and/or the Corporate Governance Policy.  If, prior to the Effective Time, any individual selected pursuant to the preceding sentence is unable or unwilling to serve as a member of executive management of Ensco in the capacity set forth in this Agreement, then a substitute individual shall be so selected by the applicable Party set forth on Section 1.5 of the Ensco Disclosure Schedule, with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. Unless otherwise agreed to by the Board of Directors, the Chief Executive Officer of Ensco shall inform the Board of Directors prior to removing any officer identified with an asterisk on Section 1.5 of the Ensco Disclosure Schedule.
 
Section 1.6                                     Name and Trading Symbol .  Ensco shall cause (a) the name of Ensco to be changed to “Ensco Rowan plc” (or such other name as shall be agreed by the Parties) as of the Effective Time, by resolution of the Board of Directors of Ensco, and (b) the NYSE ticker symbol of Ensco to be changed to “ERD” as of the Effective Time and, to the extent such ticker symbol is not available, the Parties will reach a mutual agreement regarding a new ticker symbol.
 
Section 1.7                                     Headquarters .  Immediately following the Effective Time, Ensco shall have its registered office and global headquarters located in London, England.
 
Section 1.8                                     Corporate Governance Policy .
 
(a)                                  On or prior to the Closing, Ensco shall take all actions (including holding a meeting of the Board of Directors of Ensco (or a duly authorized committee thereof)) to approve and adopt the Corporate Governance Policy.
 
(b)                                  For a period of two years following the Effective Time (the “ Governance Period ”), unless required by applicable Law or stock exchange rule or listing standard (as determined in good faith by the Board of Directors of Ensco after consultation with outside legal counsel), Ensco shall not amend, modify or terminate or agree to amend, modify or terminate the Corporate Governance Policy or take any action, or agree to take any action that would have the
 
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effect of causing Ensco to no longer be bound by the Corporate Governance Policy, except in compliance with the terms thereof (including paragraph 13 and Exhibit A thereof).
 
(c)                                   Throughout the duration of the Governance Period, unless required by applicable Law or stock exchange rule or listing standard (as determined in good faith by the Board of Directors of Ensco after consultation with outside legal counsel), Ensco shall comply in all material respects with the Corporate Governance Policy (including paragraph 13 and Exhibit A thereto).
 
(d)                                  It is expressly agreed that, notwithstanding any other provision of this Agreement that may be to the contrary, (i) each non-management Designated Ensco Director and non-management Designated Rowan Director shall be an express third party beneficiary of Section 1.4(d)  and this Section 1.8 and (ii)  Section 1.4(d)  and this Section 1.8 shall survive consummation of the Transaction until the expiration of the Governance Period and shall be enforceable by any of such non-management Designated Ensco Directors and non-management Designated Rowan Directors against Ensco and its successors and assigns; provided , however that none of such persons shall be entitled to bring any claim for damages or other remedies at law or equity except for claims for injunctive relief to specifically perform Section 1.4(d)  or this Section 1.8 .
 
ARTICLE II.
 
TRANSFER OF ROWAN ORDINARY SHARES; ALLOTMENT AND ISSUANCE OF NEW ENSCO SHARES
 
Section 2.1                                     Transfer of Rowan Ordinary Shares .  At the Effective Time, all Rowan Ordinary Shares then outstanding shall be transferred from the Rowan Shareholders in accordance with the provisions of the Scheme of Arrangement, Section 1.1 , this Section 2.1 and Section 2.2 , and the Rowan Shareholders shall cease to have any rights with respect to the Rowan Ordinary Shares, except their rights under the Scheme of Arrangement, including the right to receive the consideration thereunder (including cash in lieu of any fractional share of New Ensco Shares pursuant to Section 2.7 ).  At the Effective Time, or as soon as reasonably practicable thereafter, Rowan’s Register of Members will be updated in accordance with the provisions of the Scheme of Arrangement to reflect the transfer of the Rowan Ordinary Shares under the Scheme of Arrangement.
 
Section 2.2                                     Allotment and Issuance of New Ensco Shares .
 
(a)                                  Subject to and in consideration for the transfer of the Rowan Ordinary Shares pursuant to Section 2.1 , on the Closing Date, Ensco shall, under the Scheme of Arrangement and subject to the terms and conditions thereof and subject to Section 2.2(b)  and Section 2.3 , allot and issue 2.215 New Ensco Shares for each Rowan Ordinary Share subject to the Scheme of Arrangement (as may be adjusted pursuant to Section 2.2(b) , the “ Exchange Ratio ”) to the relevant Rowan Shareholders, credited as fully paid and free from all Liens.
 
(b)                                  If, between the date of this Agreement and the Effective Time, the outstanding Rowan Ordinary Shares or Existing Ensco Class A Ordinary Shares shall have been changed
 
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into, or exchanged for, a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, share split, reverse share split (including the Consolidation), combination or exchange of shares, or a stock dividend shall be declared with a record date within such period, or any similar event shall have occurred, then the Exchange Ratio shall be equitably adjusted, without duplication, to proportionally reflect such change; provided that nothing in this Section 2.2(b)  shall be construed to permit Rowan or Ensco to take any action with respect to its securities that is prohibited by Section 5.1 or the other terms of this Agreement.  For the avoidance of doubt, if the Parties have agreed to effect the Consolidation prior to the allotment and issue of New Ensco Shares to holders of the Rowan Ordinary Shares, the aggregate number of New Ensco Shares shall be adjusted appropriately to reflect the effect of the Consolidation once the Consolidation has occurred.
 
(c)                                   The Parties’ obligations in relation to the allotment and issue of the New Ensco Shares will be as set out more specifically in the Scheme of Arrangement.
 
Section 2.3                                     Rowan Long Term Incentive Awards .
 
(a)                                  Rowan Restricted Share Units .  Each Existing RSU Award, whether vested or unvested, shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted on the same terms and conditions (including applicable vesting conditions) applicable to such Existing RSU Award under the applicable Rowan Equity Plan and Award Agreement in effect immediately prior to Closing into a restricted stock unit of Ensco covering a number of Ensco Class A Ordinary Shares, rounded up or down to the nearest whole share, determined by multiplying the number of Rowan Ordinary Shares subject to such Rowan RSU Award immediately prior to Closing by the Exchange Ratio (a “ Converted RSU Award ”).
 
(b)                                  Rowan Performance Units .  Each Existing PU Award, shall, in accordance with the terms and conditions applicable to such Existing PU Award under the applicable Rowan Equity Plan and Award Agreement in effect immediately prior to Closing, (i) vest as of the Effective Time with performance deemed to have been achieved, with regard to each one and three year performance period, at the greater of (A) the target value of the performance units subject to such Existing PU Award for such period, and (B) the value of the performance units subject to such Existing PU Award based on the then-expected level of attainment of the applicable performance goal as of the Effective Time, as determined by the compensation committee of the Rowan Board, and (ii) automatically and without any action on the part of the holder thereof, be paid out in cash on the first regularly scheduled payroll date that is at least five business days following the Effective Time to such holder thereof.
 
(c)                                   Rowan Share Options.  Each Existing Option Award, whether vested or unvested, shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into an Ensco nonqualified stock option award on the same terms and conditions (including applicable vesting conditions) applicable to such Existing Option Award under the applicable Rowan Equity Plan and Award Agreement in effect immediately prior to Closing, with respect to a number of Ensco Class A Ordinary Shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan Ordinary Shares subject to such Existing Option Award immediately prior to Closing by the Exchange Ratio, at an exercise price per Ensco Class A Ordinary Share (rounded up to the nearest whole cent) equal to the
 
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quotient of (A) the exercise price per Rowan Ordinary Share of such Existing Option Award and (B) the Exchange Ratio (a “ Converted Option Award ”).
 
(d)                                  Rowan Share Appreciation Rights.  Each Existing SAR Award, whether vested or unvested, shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into an Ensco stock appreciation right award on the same terms and conditions (including applicable vesting conditions) applicable to such Existing SAR Award under the applicable Rowan Stock Plan and Award Agreement in effect immediately prior to Closing, with respect to a number of Ensco Class A Ordinary Shares, rounded down to the nearest whole share, determined by multiplying the number of Rowan Ordinary Shares subject to such Existing SAR Award immediately prior to Closing by the Exchange Ratio, at an exercise price per Ensco Class A Ordinary Share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per Rowan Ordinary Share of such Existing SAR Award and (B) the Exchange Ratio (a “ Converted SAR Award ”).
 
(e)                                   Rowan Director Units .  Each Existing DU Award, whether vested or unvested, shall, as of the Effective Time, automatically and without any action on the part of the holder thereof, be converted into an Ensco restricted stock unit award on the same terms and conditions (including applicable vesting conditions) applicable to such Existing DU Award under the applicable Rowan Equity Plan and Award Agreement in effect immediately prior to Closing, with respect to a number of Ensco Class A Ordinary Shares, rounded up or down to the nearest whole share, determined by multiplying the number of Rowan Class A Ordinary Shares subject to such Existing RSU Award immediately prior to Closing by the Exchange Ratio (a “ Converted DU Award ”).
 
(f)                                    Notwithstanding the foregoing, the Existing RSU Awards, Existing PU Awards, Existing Options and Existing SARs held by individuals who have entered into the Change in Control Agreements listed on Section 5.23 of the Rowan Disclosure Schedule shall be treated in accordance with the terms set forth in such Change in Control Agreements, as amended.
 
(g)                                   Rowan and Ensco shall each take, or procure the taking of, all action necessary, as applicable, to provide for the treatment of the Existing RSU Awards, Existing DU Awards, Existing PU Awards, Existing Options, and Existing SARs (collectively, the “ Rowan Equity Awards ”) as set forth in the foregoing provisions of this Section 2.3 .
 
(h)                                  As of the Effective Time, Ensco shall assume all of the Rowan Stock Plans, including (i) all of the obligations of Rowan with respect to the Rowan Equity Awards and (ii) with respect to any amount of shares (as adjusted pursuant to the Exchange Ratio) that remain (or may again become) available for future issuance thereunder (“ Remaining Stock Plan Shares ”), subject to any limitations under applicable Law or any applicable securities exchange listing requirements.  In addition, Ensco shall file with the SEC one or more appropriate registration statements with respect to all Converted Options and Converted SARs, and all Ensco Class A Ordinary Shares that may be issued in connection with the Converted RSU Awards, Converted DU Awards, and Remaining Stock Plan Shares.
 
Section 2.4                                     Withholding Rights .  Ensco, its affiliates and any other person shall be entitled to deduct and withhold from any consideration or other amount otherwise payable
 
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pursuant to this Agreement or the Scheme of Arrangement such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder, or any other applicable state, local or national Tax Law applicable in any jurisdiction.  All Parties to this Agreement shall cooperate in coordinating the deduction and withholding of any Taxes required to be deducted and withheld under applicable Tax Law.  To the extent that amounts are so withheld, such withheld amounts (i) shall be remitted to the applicable Governmental Entity; and (ii) shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made.
 
Section 2.5                                     Rowan and Ensco Actions Prior to and at Closing .
 
(a)                                  On or prior to Closing, Rowan shall procure that a meeting of the Board of Directors of Rowan (or a duly authorized committee thereof) is held at which resolutions are passed (conditional upon the delivery of the Court Order to the Registrar of Companies in England and Wales and effective as of the Effective Time) approving:
 
(i)                                      the transfer to Ensco or a DR Nominee of the Rowan Ordinary Shares provided to be transferred under the Scheme of Arrangement and the registration as a member of such person(s) in accordance with the Scheme of Arrangement in respect of such Rowan Ordinary Shares;
 
(ii)                                   the removal or resignation of the directors and officers of Rowan; and
 
(iii)                                the appointment of such persons as Ensco and Rowan shall determine (acting reasonably) as the directors and officers of Rowan.
 
(b)                                  On or prior to Closing, Ensco shall procure that a meeting of the Board of Directors of Ensco (or a duly authorized committee thereof) is held at which resolutions are passed, conditional upon the delivery of the Court Order to the Registrar of Companies in England and Wales (and effective as of the Effective Time) approving:
 
(i)                                      the allotment and issue, in accordance with and subject to the terms and conditions of the Scheme of Arrangement, to holders of the Rowan Ordinary Shares, subject to the Scheme of Arrangement, of the number of New Ensco Shares provided for in the Scheme of Arrangement and the payment of cash in lieu of any fractional shares of New Ensco Shares pursuant to Section 2.7 ;
 
(ii)                                   the change of the name of Ensco in accordance with Section 1.6 ;
 
(iii)                                the removal or resignation of the directors of Ensco other than the Designated Ensco Directors and the removal or resignation of such persons currently serving as officers of Ensco as necessary to effect Section 1.5 ; and
 
(iv)                               the appointment of the Designated Rowan Directors pursuant to Section 1.4 , the appointment of the executive officers pursuant to Section 1.5 and the appointment of the Executive Chairman of the Board of Directors of Ensco pursuant to Section 1.4 .
 
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(c)                                   On the Closing Date, Rowan shall:
 
(i)                                      deliver the Court Order to the Registrar of Companies in England and Wales with a copy to Ensco;
 
(ii)                                   deliver to Ensco a certified copy of the resolutions referred to in Section 2.5(a) ;
 
(iii)                                deliver to Ensco a letter of resignation in an agreed form (or evidence of removal) from each director who resigns (or is removed) in accordance with Section 2.5(a)(ii) ; and
 
(iv)                               deliver to Ensco all share certificates received by Rowan in respect of the Rowan Ordinary Shares transferred to Ensco or a DR Nominee in accordance with the Scheme of Arrangement; provided that to the extent any such share certificates are received after the Closing Date, delivery to Ensco shall be made as soon as reasonably practicable thereafter.
 
(d)                                  On the Closing Date, Ensco shall deliver to Rowan:
 
(i)                                      a certified copy of the resolutions referred to in Section 2.5(b) ; and
 
(ii)                                   a letter of resignation in an agreed form (or evidence of removal) from each director who resigns (or is removed) in accordance with Section 2.5(b)(iii) .
 
Section 2.6                                     Further Assurances .  If at any time before or after the Effective Time, Ensco or Rowan reasonably believes or is advised that any further instruments, deeds, documents, conveyances, assignments or assurances are reasonably necessary or desirable to consummate the Transaction or to carry out the purposes and intent of this Agreement at or after the Effective Time, then Ensco and Rowan and their respective officers and directors shall execute and deliver all such proper instruments, deeds, assignments or assurances and do all other things reasonably necessary or desirable to consummate the Transaction and to carry out the intent and purposes of this Agreement.
 
Section 2.7                                     No Fractional Shares .
 
(a)                                  No fractional shares of New Ensco Shares shall be issued to holders of Rowan Ordinary Shares in connection with the Scheme of Arrangement and no Consolidated Ensco Shares shall be issued to holders of Existing Ensco Ordinary Shares in connection with the Consolidation or otherwise in connection with this Agreement, and no certificates for any such fractional shares shall be issued.
 
(b)                                  Any fraction of a New Ensco Share and (if the Consolidation is effected) any fraction of a Consolidated Ensco Share to which any person who held Rowan Ordinary Shares immediately prior to the Effective Time would otherwise be entitled will be aggregated and sold in the market as soon as reasonably practicable following the later of the Closing Date and (if the Consolidation is effected) the date on which the Consolidation completes in accordance with the terms of the resolution referred to in clause (b) of the definition of Ensco Shareholder Resolutions and the holders shall be paid in cash, after the later of the Closing Date and (if the
 
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Consolidation is effected) the date on which the Consolidation completes, the net proceeds of the sale (after the deduction of the expenses of the sale (including any tax and amounts in respect of value added tax payable thereon), without interest and subject to any required Tax withholding) in due proportion to the fractional shares to which they would otherwise have been entitled (it being understood that, for these purposes, any person who held Rowan Ordinary Shares immediately prior to the Effective Time shall be paid the net proceeds of sale attributable both to any fraction of a New Ensco Share and/or any fraction of a Consolidated Ensco Share to which he would otherwise have been entitled), provided that where such former Rowan Shareholder would be entitled to an aggregate amount which is less than $5.00, then that amount shall not be paid to such former Rowan Shareholder but shall instead be retained by Ensco for its benefit.  The Parties acknowledge that payment of the net proceeds from the sale of the fractional shares of New Ensco Shares was not separately bargained-for consideration but merely represents mechanical rounding off for purposes of avoiding the expense and inconvenience to Ensco that would otherwise be caused by the issuance of fractional shares of New Ensco Shares.  For the avoidance of doubt, for the purposes of determining whether the de minimis threshold specified in this Section 2.7(b)  has been met or passed, the net proceeds of sale attributable to (i) any fraction of a New Ensco Share and (ii) any fraction of a Consolidated Ensco Share, to which the relevant Scheme Shareholder would otherwise have been entitled shall be aggregated.
 
(c)                                   If the Consolidation is effected, any fraction of a Consolidated Ensco Share to which any holder of Existing Ensco Class A Ordinary Shares (other than any holder of the New Ensco Shares) would otherwise be entitled will be aggregated and sold in the market as soon as reasonably practicable following the date on which the Consolidation completes in accordance with the terms of the resolution referred to in clause (b) of the definition of Ensco Shareholder Resolutions and the holders shall be paid in cash by Ensco, after the date on which the Consolidation completes, the net proceeds of the sale (after the deduction of the expenses of the sale), without interest and subject to any required Tax withholding, in due proportion to the fractional shares to which they would otherwise have been entitled, provided that where a holder of Existing Ensco Class A Ordinary Shares (other than any holder of the New Ensco Shares) would be entitled to an amount which is less than an aggregate amount equal to $5.00, then that amount shall not be paid to such holder but shall instead be retained by Ensco for its benefit.
 
ARTICLE III.
 
REPRESENTATIONS AND WARRANTIES OF ROWAN
 
Except as disclosed (a) in the Rowan SEC Documents filed prior to the date hereof (without giving effect to any amendment to any such Rowan SEC Document filed on or after the date hereof and excluding any disclosures set forth in any such Rowan SEC Document in any risk factor section, any disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or primarily cautionary in nature other than historical facts included therein), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure, or (b) in the disclosure schedule delivered by Rowan to Ensco immediately prior to the execution of this Agreement (the “ Rowan Disclosure Schedule ”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein and such other representations, warranties or covenants where its relevance as an exception to (or
 
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disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent), Rowan represents and warrants to Ensco as follows:
 
Section 3.1                                     Qualification, Organization, Subsidiaries, Capitalization .
 
(a)                                  Rowan is a public limited company duly organized and validly existing under the Laws of England and Wales.  Rowan has the requisite capacity, power and authority to enter into and perform this Agreement and to own, lease and operate its properties and assets and to carry on its business as presently conducted.  Each of Rowan’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its respective jurisdiction of organization and has the requisite capacity, power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power or authority would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.  Each of Rowan and its Subsidiaries is duly qualified or licensed, and has all necessary governmental approvals, to do business and is in good standing as a foreign entity (where such concept is recognized under applicable Law) in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except where the failure to be so duly approved, qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
(b)                                  Rowan has made available to Ensco, prior to the date hereof, true and complete copies of Rowan’s articles of association (the “ Rowan Articles of Association ”).  Rowan is not in violation of the Rowan Articles of Association. None of Rowan’s “significant subsidiaries” as of the date hereof, as such term is defined in Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“ SEC ”), as identified in Section 3.1(b)  of the Rowan Disclosure Schedule (the “ Rowan Material Subsidiaries ”), is in material violation of any of its articles of association, certificate of incorporation, bylaws, limited partnership agreement, limited liability company agreement or comparable constituent or organizational documents, in each case as amended to and in effect as of the date hereof (collectively and, together with the Rowan Articles of Association, the “ Rowan Organizational Documents ”).  Rowan has made available prior to the date of this Agreement true and complete copies of the minute books of Rowan’s Board of Directors, which copies contain true and complete records of all meetings and other company actions held or taken since November 1, 2016; provided , however , that (i) Rowan has redacted such materials to the extent necessary to omit information concerning this Agreement or the transactions contemplated hereby and (ii) minutes of meetings that pertain solely to discussion of this Agreement or the transactions contemplated hereby have not been provided.
 
(c)                                   As of the close of business on October 5, 2018, (i) 128,203,716 Rowan Ordinary Shares were issued and outstanding, which amount includes 1,139,965 Rowan Ordinary Shares held in an employee benefit trust, (ii) 50,000 Rowan Class B Shares were issued or outstanding and all of the Rowan Class B Shares were legally and beneficially owned by Rowan Companies, Inc. (being a wholly-owned Subsidiary of Rowan), and (iii) up to 6,741,294 Rowan Ordinary Shares were available for issuance under the Rowan Stock Plans, of which amount (A) 454,946 Rowan Ordinary Shares may be issued upon the exercise of Existing Options, (B) 1,011,639
 
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Rowan Ordinary Shares may be issued upon the exercise of Existing SARs, (C) 2,591,936 Rowan Ordinary Shares were subject to Existing RSU Awards and (D) 308,132 Rowan Ordinary Shares were subject to Existing DU Awards.  Rowan has made available to Ensco a complete and correct list of Rowan Equity Awards outstanding as of the close of business on August 31, 2018, which includes, with respect to each such Rowan Equity Award, as applicable, the:  (x) exercise price; (y) number of Rowan Ordinary Shares underlying such award; and (z) the target number of performance units underlying such award.  All outstanding Rowan Ordinary Shares are, and all such Rowan Ordinary Shares that may be issued prior to the Effective Time, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights.  Except as set forth in this Section 3.1(c) , there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities, Rights Plans, Rights or other similar rights, agreements or commitments to which Rowan or any of its Subsidiaries is a party (A) obligating (or, in connection with a Rights Plan, empowering the Board of Directors of) Rowan or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any equity interests of Rowan or any Subsidiary of Rowan or securities convertible into or exchangeable for such equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (3) redeem or otherwise acquire any such equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any person (other than a wholly owned Subsidiary) or (5) make any payment to any person the value of which is derived from or calculated based on the value of any equity security issued by Rowan or any of its Subsidiaries or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Rowan or its Subsidiaries.  With respect to each grant of Rowan Equity Awards, each such grant was made in accordance with the terms of the applicable Rowan Stock Plan, the Exchange Act, the Securities Act and all other applicable Laws, including the rules of the NYSE.
 
(d)                                  Except as set forth in this Section 3.1(d) , no equity interests of Saudi Aramco Rowan Offshore Drilling Company (the “ ARO JV ”) are authorized, issued or outstanding.  All outstanding equity interests of the ARO JV are duly authorized, validly issued, fully-paid and nonassessable and free of preemptive rights.  The authorized equity interests of the ARO JV consist solely of a single class of shares, of which (i) 50% are held by a direct wholly-owned Subsidiary of Rowan and, (ii) as of the date of this Agreement, 50% are held by Saudi Aramco Development Company.  There are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which the ARO JV or any of its Subsidiaries is a party (A) obligating the ARO JV or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any equity interests of the ARO JV or any Subsidiary of the ARO JV or securities convertible into or exchangeable for such equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement, (3) redeem or otherwise acquire any such equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any such Subsidiary or (5) make any payment to any person the value of which is derived from or calculated based on the value of any equity security issued by the ARO JV or any of its Subsidiaries or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by the ARO JV or its Subsidiaries.
 
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(e)                                   Neither Rowan nor any of its Subsidiaries has outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the Rowan Shareholders on any matter.
 
(f)                                    There are no voting trusts or other agreements or understandings to which Rowan or any of its Subsidiaries is a party with respect to the voting or registration of the equity interests of Rowan or any of its Subsidiaries.
 
(g)                                   No Subsidiary of Rowan owns any equity interests of Rowan, and Rowan or a Subsidiary of Rowan owns, directly or indirectly, all of the issued and outstanding equity interests of each Subsidiary of Rowan, free and clear of any preemptive rights and any Liens other than Rowan Permitted Liens, and all of such equity interests are duly authorized, validly issued, fully paid and nonassessable (where such concept is applicable and recognized under applicable Law) and free of preemptive rights.  Except for equity interests in Rowan’s Subsidiaries, neither Rowan nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any person).  Except for any obligations pursuant to this Agreement, neither Rowan nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any person.  Neither Rowan nor any of its Subsidiaries has any obligation, other than pursuant to the Rowan Stock Plans, to repurchase, redeem or otherwise acquire any equity interests of Rowan or any such Subsidiary.
 
(h)                                  The Rowan Material Subsidiaries identified in Section 3.1(b)  of the Rowan Disclosure Schedule include each “significant subsidiary,” as such term is defined in Regulation S-X promulgated by the SEC, of Rowan as of the date hereof.
 
(i)                                      Rowan does not hold, directly or indirectly, any Ensco Class A Ordinary Shares or Ensco Class B Ordinary Shares.
 
Section 3.2                                     Company Authority Relative to this Agreement; No Violation .
 
(a)                                  Rowan has the requisite corporate power and authority to execute and deliver this Agreement and each other document to be entered into by Rowan in connection with the transactions contemplated hereby (together with this Agreement, the “ Rowan Transaction Documents ”) and, subject to Section 3.2(b) , receipt of the Rowan Shareholder Approval and receipt of the Court Order, to consummate the transactions contemplated hereby and thereby, including the Transaction.  The execution, delivery and performance of this Agreement and the other Rowan Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Rowan and, except for the Rowan Shareholder Approval and the filing of the required documents and other actions in connection with the Scheme of Arrangement with, and to receipt of the required approval of the Scheme of Arrangement by, the Court, no other company action on the part of Rowan or vote of the Rowan Shareholders is necessary to authorize the execution and delivery by Rowan of this Agreement and the other Rowan Transaction Documents and the
 
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consummation of the Transaction.  The Board of Directors of Rowan has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Rowan Transaction Documents, including the Transaction and the other transactions contemplated hereby and thereby, (ii) declaring that it is in the best interests of the Rowan Shareholders that Rowan enter into this Agreement and the other Rowan Transaction Documents and consummate the Transaction and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein, and (iii) directing that a petition and application be made to the Court pursuant to the Scheme of Arrangement.  The Board of Directors of Rowan has further resolved that it will unanimously and unqualifiedly recommend that the Rowan Shareholders vote in favor of all the resolutions comprising the Rowan Shareholder Approval at duly held meetings of such shareholders for such purposes (such recommendation referred to herein as the “ Rowan Board Recommendation ”).  None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way.  The Transaction constitutes a “Permitted Acquisition” for the purposes of the Rowan Articles of Association.  Each of the Rowan Transaction Documents has been duly and validly executed and delivered by Rowan and, assuming each such Rowan Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Rowan Transaction Documents constitutes the legal, valid and binding obligation of Rowan, enforceable against Rowan in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “ Remedies Exceptions ”).
 
(b)                                  Other than in connection with or in compliance with (i) the Companies Act, (ii) the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “ Exchange Act ”), (iii) the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “ Securities Act ”), (iv) the rules and regulations of the New York Stock Exchange ( “ NYSE ”), (v) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “ HSR Act ”), and any antitrust, competition, foreign investment or similar Laws outside of the United States, (vi) the DPA (including the filing of the CFIUS Notice and receipt of the CFIUS Clearance) and (vii) the approvals set forth in Section 3.2(b)  of the Rowan Disclosure Schedule (collectively, the “ Rowan Approvals ”), and, subject to the accuracy of the representations and warranties of Ensco in Section 4.2(b) , no authorization, consent, Order, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any United States, state of the United States or non-United States governmental or regulatory agency, commission, court, body, entity or authority, independent system operator, regional transmission organization, other market administrator, international treaty or standards organization, or national, regional or state reliability organization (each, a “ Governmental Entity ”) is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Rowan of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to materially impede or delay the consummation of the Transaction and the other transactions contemplated by this Agreement or reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
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(c)                                   The execution, delivery and performance by Rowan of this Agreement do not, and (assuming the Rowan Approvals are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, suspension, limitation or impairment of any right of Rowan or any of its Subsidiaries to own or use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Rowan or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges of any kind (each, a “ Lien ”) (other than Rowan Permitted Liens and any Liens created in connection with any action taken by Ensco or its affiliates), in each case, upon any of the properties or assets of Rowan or any of its Subsidiaries or any contract to which Rowan or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) conflict with or result in any violation of any provision of the Rowan Organizational Documents or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii) for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
Section 3.3                                     Reports and Financial Statements .
 
(a)                                  Rowan and each of its Subsidiaries has timely filed with or furnished to the SEC all reports, schedules, forms, statements and other documents required to be filed or furnished by it since January 1, 2016 (all such documents and reports filed or furnished by Rowan or any of its Subsidiaries, the “ Rowan SEC Documents ”) and Rowan has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Rowan with the Registrar of Companies in England and Wales.  As of their respective dates of filing or, in the case of Rowan SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amended prior to the date hereof, as of the date of the last such amendment, the Rowan SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder (the “ Sarbanes-Oxley Act ”), as the case may be, and none of the Rowan SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Rowan SEC Documents as of a later date (but before the date hereof) will be deemed to modify information as of an earlier date.
 
(b)                                  The consolidated financial statements (including all related notes and schedules thereto) of Rowan included in the Rowan SEC Documents (i) fairly present in all material respects the consolidated financial position of Rowan and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements,
 
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to normal year-end audit adjustments and any other adjustments described therein), (ii) were prepared in conformity with U.S. generally accepted accounting principles (“ GAAP ”) (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Rowan and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act.
 
(c)                                   There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Rowan SEC Documents.  Rowan has heretofore made available to Ensco true, correct and complete copies of all written correspondence between Rowan and the SEC occurring since January 1, 2015.  None of the Rowan SEC Documents is, to the knowledge of Rowan, the subject of ongoing SEC review, and no enforcement action has been initiated against Rowan relating to disclosures contained in or omitted from any Rowan SEC Document.
 
(d)                                  Neither Rowan nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Rowan or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “ off-balance sheet arrangements ” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rowan or any of its Subsidiaries in Rowan’s financial statements or other Rowan SEC Documents.
 
Section 3.4                                     Internal Controls and Procedures .  Rowan has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act.  Rowan’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Rowan in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Rowan’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.  Rowan’s management has completed an assessment of the effectiveness of Rowan’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2017, and such assessment concluded that such controls were effective.  Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Rowan has disclosed to Rowan’s auditors and the audit committee of the Board of Directors of Rowan (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Rowan’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in
 
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Rowan’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Ensco prior to the date hereof.
 
Section 3.5                                     No Undisclosed Liabilities .  There are no liabilities or obligations of Rowan or any of its Subsidiaries, whether known or unknown and whether accrued, absolute, determined or contingent, that would be required by GAAP, consistently applied, to be reflected on a consolidated balance sheet of Rowan and its consolidated Subsidiaries (including the notes thereto), except for (i) liabilities or obligations disclosed and provided for in the most recent balance sheets included in the Rowan Financial Statements (or in the notes thereto) filed and publicly available prior to the date of this Agreement, (ii) liabilities or obligations incurred in accordance with or in connection with this Agreement, (iii) liabilities or obligations incurred since December 31, 2017 in the ordinary course of business consistent with past practice since the date of such balance sheet, (iv) liabilities or obligations that have been discharged or paid in full, or (v) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
Section 3.6                                     Compliance with Law; Permits .
 
(a)                                  Rowan and its Subsidiaries are in compliance with, and are not in default under or in violation of, any applicable international, federal, state, local or foreign law, statute, ordinance, rule, regulation, convention, treaty, judgment, Order, injunction, decree or agency requirement of any Governmental Entity (collectively, “ Laws ” and each, a “ Law ”), except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.  Since January 1, 2016, neither Rowan nor any of its Subsidiaries has received any written notice or, to Rowan’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
(b)                                  Rowan and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities, and all rights under any Rowan Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Rowan and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “ Rowan Permits ”), except where the failure to have or to have filed such Rowan Permits would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.  All Rowan Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.  Rowan and each of its Subsidiaries is in compliance with the terms and requirements of all material Rowan Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
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(c)                                   Each drilling unit owned or leased by Rowan or any of its Subsidiaries which is subject to classification (other than cold stacked rigs) is in class and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
 
Section 3.7                                     Absence of Certain Changes or Events .
 
(a)                                  From January 1, 2018 through the date of this Agreement, except in connection with the negotiation and execution of this Agreement, the businesses of Rowan and its Subsidiaries have been conducted in the ordinary course of business consistent with past practice, except when such conduct outside the ordinary course of business would not have, and would not be reasonably expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
(b)                                  Since January 1, 2018, there has not been any event, change, effect, development, occurrence or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
Section 3.8                                     Environmental Laws and Regulations .  Except as would not have, individually or in the aggregate, a Rowan Material Adverse Effect (i) there are, to the knowledge of Rowan, no investigations, actions, suits, proceedings (whether administrative or judicial)  pending or threatened in writing against Rowan or any of its Subsidiaries or any person or entity whose liability Rowan or any of its Subsidiaries has retained or assumed either contractually or by operation of law, alleging non-compliance with or other liability under any Environmental Law, (ii) Rowan and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2016 have been, in compliance with all Environmental Laws (which compliance includes the possession by Rowan and each of its Subsidiaries of all Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) there have been no Releases at any location of Hazardous Materials by Rowan or any of its Subsidiaries, or, to Rowan’s knowledge, as a result of any operations or activities of Rowan or any of its Subsidiaries or their contractors or third-party operators, that could reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or liability of any kind to Rowan or its Subsidiaries, (iv) none of Rowan and its Subsidiaries is subject to any Order or any indemnity obligation with any other person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning any Releases of Hazardous Materials, (v) none of Rowan and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a Governmental Entity or any other person relating to actual or alleged noncompliance by Rowan or its Subsidiaries with or liability of Rowan or its Subsidiaries under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by Rowan or its Subsidiaries by contract or by operation of law), and (vi) Rowan and its Subsidiaries have made available to Ensco all reports, audits, assessments and documents materially bearing on any material environmental, health and safety liabilities relating to Rowan and its Subsidiaries’ current or former operations, properties or facilities.
 
Section 3.9                                     Investigations; Litigation .  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect or would not reasonably
 
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be expected to prevent, impede or delay consummation of the Transaction, (i) there is no investigation or review pending (or, to Rowan’s knowledge, threatened) by any Governmental Entity with respect to Rowan or any of its Subsidiaries, (ii) there are no claims, actions, suits, inquiries, investigations, arbitrations or administrative or other proceedings, or any subpoenas, civil investigative demands or other requests for information, relating to potential violations of Law pending (or, to Rowan’s knowledge, threatened) against or affecting Rowan or any of its Subsidiaries, or any of their respective properties and (iii) there are no Orders, injunctions, judgments or decrees of, or before, any Governmental Entity pending (or, to Rowan’s knowledge, threatened to be imposed) against Rowan or any of its Subsidiaries.
 
Section 3.10                              Investment Company .  None of Rowan or any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
 
Section 3.11                              Intellectual Property .
 
(a)                                  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, either Rowan or a Subsidiary of Rowan owns, or is licensed or otherwise possesses valid rights to use, free and clear of Liens other than Rowan Permitted Liens, all trademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, trade secrets and other intellectual property rights necessary to their respective businesses as currently conducted (collectively, the “ Rowan Intellectual Property ”), and no third party has ownership rights or license rights to improvements made by Rowan in the Rowan Intellectual Property.  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, (i) there are no pending or, to Rowan’s knowledge, threatened claims by any person alleging infringement, misappropriation or other violation by Rowan or any of its Subsidiaries of any intellectual property rights of any person, (ii) to Rowan’s knowledge, the conduct of the business of Rowan and its Subsidiaries does not infringe, misappropriate or otherwise violate any intellectual property rights of any person, (iii) neither Rowan nor any of its Subsidiaries has made any claim of a violation, infringement or misappropriation by others of Rowan’s or any its Subsidiaries’ rights to or in connection with Rowan Intellectual Property and (iv) to Rowan’s knowledge, no person is infringing, misappropriating or otherwise violating any Rowan Intellectual Property.
 
(b)                                  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, Rowan and its Subsidiaries have implemented (i) commercially reasonable measures, consistent with industry standards, to protect the confidentiality, integrity and security of the Rowan IT Assets (and all information and transactions stored or contained therein or transmitted thereby); and (ii) commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan, in each case consistent with customary industry practices.
 
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Section 3.12                              Properties .
 
(a)                                  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, Rowan and its Subsidiaries have good and defensible title to all real property owned by Rowan or any of its Subsidiaries and good and valid leasehold interest to all real property which is leased, subleased, licensed or otherwise occupied by Rowan or any of its Subsidiaries (the “ Rowan Leased Real Property ”), in each case free and clear of all Liens (other than Rowan Permitted Liens).
 
(b)                                  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, Rowan and its Subsidiaries have good and defensible title to, or have valid rights to lease or otherwise use, all items of personal property that are material to the respective businesses of Rowan and its Subsidiaries, in each case free and clear of all Liens (other than Rowan Permitted Liens).
 
Section 3.13                              Ownership and Maintenance of Drilling Units .
 
(a)                                  Either Rowan or a Subsidiary of Rowan has good and marketable title to the drilling units listed in Rowan’s most recent fleet status report, a true and complete copy of which has been provided to Ensco (the “ Rowan Fleet Report ”), in each case free and clear of all Liens except for Rowan Permitted Liens.  No such drilling unit or any related asset is leased under an operating lease from a lessor that, to Rowan’s knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such asset.
 
(b)                                  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, the drilling units listed in the Rowan Fleet Report (other than such drilling units that are noted therein as “cold stacked” or are being prepared to be “cold stacked”) (i) have been maintained consistent with general practice in the offshore drilling industry, and are in good operating condition and repair, subject to ordinary wear and tear; (ii) are adequate for the purpose for which they are being used and are capable of being used in the business as presently conducted without present need for replacement or repair, except in the ordinary course of business; (iii) conform in all material respects with all applicable legal requirements; and (iv) in the aggregate, provide the capacity to engage in Rowan’s business on a continuous basis as it is presently conducted, subject to routine maintenance.
 
Section 3.14                              Tax Matters .
 
(a)                                  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect:
 
(i)                                      Rowan and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are true, complete and accurate.
 
(ii)                                   Rowan and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Rowan or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, shareholder or third party (in each case, whether or not shown on any Tax Return), except with respect to matters contested in good faith
 
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through appropriate proceedings and for which adequate reserves have been established, in accordance with GAAP on the most recent financial statements of Rowan and its Subsidiaries.
 
(iii)                                No Tax Return of Rowan or any of its Subsidiaries is the subject of an audit, examination investigation or other proceeding, and there are no audits, examinations, investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Rowan or any of its Subsidiaries.
 
(iv)                               Neither Rowan nor any of its Subsidiaries is currently the beneficiary of any waivers of any limitation periods or agreements providing for an extension of time for the filing of any Tax Return, the assessment or collection thereof by any relevant Tax authority or the payment of any Tax by Rowan or any of its Subsidiaries.
 
(v)                                  Neither Rowan nor any of its Subsidiaries has any liability for the Taxes of any person (other than Taxes of Rowan or its Subsidiaries) (A) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Tax Law), (B) as a transferee or successor or (C) by Contract (other than customary Tax indemnifications contained in ordinary course commercial agreements or arrangements that are not primarily related to Taxes).
 
(vi)                               Neither Rowan nor any of its Subsidiaries has any liability pursuant to any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among such party and any of its wholly owned Subsidiaries and other than as customary Tax indemnifications contained in ordinary course commercial agreements or arrangements that are not primarily related to Taxes ).
 
(vii)                            Neither Rowan nor any of its Subsidiaries is a party to any closing agreement described in Section 7121 of the Code or any predecessor provision thereof or any similar agreement under state, local or non-U.S. Tax Law, and neither Rowan nor any of its Subsidiaries is subject to any private ruling issued by any Governmental Entity in respect of Taxes.
 
(viii)                         There are no Liens for Taxes on any asset of Rowan or its Subsidiaries, except for Rowan Permitted Liens.
 
(ix)                               No written claim has been received by Rowan or any of its Subsidiaries from a Governmental Entity in a jurisdiction where such entity does not file Tax Returns that it is or may be subject to taxation by such jurisdiction.
 
(x)                                  Neither Rowan nor any of its Subsidiaries is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code.
 
(xi)                               Neither Rowan nor any of its Subsidiaries has been a party to a transaction that is a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or non-U.S. Tax Law.
 
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(xii)                            Within the past three years, neither Rowan nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution intended to qualify for tax-free treatment under Section 355 of the Code (or a similar provision of state, local or non-U.S. Tax Law).
 
(xiii)                         Neither Rowan nor any of its Subsidiaries (nor any of their respective predecessors) (i) is treated as a domestic corporation under Section 7874(b) of the Code or (ii) was created or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to the dual charter provision of Treasury Regulations Section 301.7701-5(a).  Neither Rowan nor any of its Subsidiaries has knowledge of any facts or of any reason that would reasonably be expected to cause Ensco to be treated, following the completion of the Transaction, as a domestic corporation for U.S. federal income tax purposes under Section 7874 of the Code.
 
(b)                                  To the knowledge of Rowan, neither Rowan nor any of its Subsidiaries has taken or agreed to take any action that would (and none of them is aware of any facts, agreement, plan or other circumstance that would) reasonably be expected to prevent the Transaction from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
 
Section 3.15                              Employment and Labor Matters .
 
(a)                                  Neither Rowan nor any of its Subsidiaries is a party to or bound by any Collective Bargaining Agreement with respect to employees of Rowan or any of its Subsidiaries (each, a “ Rowan Employee ”), other than those nationwide, industry wide or similar Collective Bargaining Agreements that Rowan or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction.
 
(b)                                  No notice to or approval from any trade union, works council, staff association or other body representing Rowan Employees is required in connection with Rowan entering into this Agreement or completing the Transaction.  Rowan has delivered to Ensco a complete and accurate list of all labor organizations recognized by Rowan in any way for bargaining, information or consultation purposes and/or which represent any Rowan Employee with respect to their employment with Rowan or any of its Subsidiaries.
 
(c)                                   There are no outstanding applications for recognition or information and consultation rights with respect to Rowan Employees.  To Rowan’s knowledge, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Rowan Employee.  No Collective Bargaining Agreement is being negotiated by Rowan or, to Rowan’s knowledge, any of its Subsidiaries with respect to any Rowan Employees.
 
(d)                                  Since January 1, 2016, there has been no actual, or to Rowan’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing or other labor disputes against Rowan or any of its Subsidiaries involving Rowan Employees that would reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
(e)                                   Rowan is, and has been, in compliance with all Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including
 
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classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements , except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
(f)                                    Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Rowan pursuant to any workplace safety and insurance/workers’ compensation Laws, and Rowan has not been reassessed in any material respect under such Laws during the past three years and Rowan has not received any claims under such Laws.
 
(g)                                   No Key Employee or other officer has provided written notice to any officer of Rowan that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise.
 
Section 3.16                              Employee Benefit Plans .
 
(a)                                  Section 3.16(a)  of the Rowan Disclosure Schedule sets forth a correct and complete list of each material Rowan Benefit Plan.  For purposes of this Agreement, “ Rowan Benefit Plan ” means any (i) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), (ii) “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) or (iii) plan, program, agreement, policy or arrangement providing for compensation, employment, benefits, retirement benefits, profit-sharing, deferred compensation, stock option, phantom stock, stock appreciation, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, long service award, vacation, bonus, commissions, incentive, medical, retiree medical, vision, dental or other health plans, life insurance plans, and each other employee benefit plan or fringe benefit plan or post-employment or retirement benefit, including any “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), in each case (x) sponsored, maintained or administered by Rowan or any Subsidiary, (y) to which Rowan or any Subsidiary contributes or is obligated to contribute for the benefit of any current or former employees, directors, consultants or independent contractors or (z) with respect to which Rowan or any of its Subsidiaries has or could reasonably be expected to have any obligation or liability, contingent or otherwise.
 
(b)                                  Each Rowan Benefit Plan that is intended to be qualified under Section 401(a) of the Code (a “ Qualified Plan ”) is so qualified and each trust maintained thereunder is exempt from taxation under Section 501(a) of the Code and there is no reason why tax approval or registration under any local Law in any part of the world, with respect to any Rowan Benefit Plan that is subject to any such approval, or registration, might be withdrawn or might cease to apply.
 
(c)                                   Except as set forth on Section 3.16(c)  of the Rowan Disclosure Schedule, no Rowan Benefit Plan is (i) a benefit plan that is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code, or (ii) a material defined benefit pension plan that is governed by local Law that is the equivalent of Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code.
 
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(d)                                  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, with respect to each Rowan Benefit Plan, (i) no reportable event, as defined in Section 4043 of ERISA, no prohibited transaction, as described in Section 406 of ERISA or Section 4975 of the Code, and no accumulated funding deficiency, as defined in Section 302 of ERISA and 412 of the Code has occurred, and (ii) all material contributions required to have been made under the terms of any such Rowan Benefit Plan have been timely made.
 
(e)                                   None of Rowan and its Subsidiaries maintains, contributes to or is obligated to contribute to any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or a plan that has two or more contributing sponsors at least two of whom are not under common control that is subject to Title IV of ERISA (a “ multiple employer plan ”), and none of Rowan and its Subsidiaries has incurred any undischarged liability to a multiemployer plan or a multiple employer plan as a result of a complete or partial withdrawal from such plan.
 
(f)                                    Neither Rowan nor any of its Subsidiaries have been issued with a restoration order, a contribution notice or financial support direction (or a warning notice, improvement notice or any other fine, penalty or notice of exercise or proposed exercise of any of its powers) by the UK pensions regulator in relation to any pension arrangement and, to Rowan’s knowledge, no facts or circumstances exist under which the UK pensions regulator could issue any such notice, direction, fine or penalty, and there has been no act or deliberate failure to act falling within Section 38(5) of the Pensions Act 2004.
 
(g)                                   Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, there is no Action (including any investigation, audit or other administrative proceeding) by the U.S. Department of Labor, the PBGC, the U.S. Internal Revenue Service or any other Governmental Entity or by any plan participant or beneficiary pending, or to Rowan’s knowledge, threatened, relating to the Rowan Benefit Plans, any fiduciaries thereof with respect to their duties to the Rowan Benefit Plans or the assets of any of the trusts under any of the Rowan Benefit Plans (other than routine claims for benefits) nor to Rowan’s knowledge are there facts or circumstances that exist that could reasonably give rise to any such Actions.
 
(h)                                  Except as set forth on Section 3.16(h)  of the Rowan Disclosure Schedule, no Rowan Benefit Plan provides for any post-employment or post-retirement medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required by Section 4980B of the Code or any applicable Law except as would not result in material liability to Rowan and its Subsidiaries, taken as a whole.
 
(i)                                      Rowan is not party to, or otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of Taxes imposed by Sections 409A, 457A, or 4999 of the Code or equivalent local Law.
 
(j)                                     Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, the consummation of the Transaction and the transactions contemplated by this Agreement will not, either alone or in combination with another event (i) entitle any current or former employee, director, consultant or officer of Rowan
 
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or any of its Subsidiaries to severance pay, unemployment compensation or other compensatory payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefits due to any such employee, director, consultant or officer, (iii) except as provided in Section 2.3 , result in an increase in any contributions payable to, or an acceleration of the timing of payment of any contributions to, or result in an increase in liabilities in or create or accelerate any obligation to or in relation to, any Rowan Benefit Plan, (iv) result in the termination of, or allow any other party to terminate, any Rowan Benefit Plan or (v) impose any restrictions or limitations on Rowan’s rights to administer, amend or terminate any Rowan Benefit Plan.
 
(k)                                  The consummation of this Transaction and the transactions contemplated by this Agreement will not, either alone or in combination with another event, result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) of Rowan that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).
 
(l)                                      Each Rowan Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder that would reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect.
 
(m)                              Rowan and its Subsidiaries have, in relation to the Rowan Benefit Plans, at all times complied with all applicable Laws, regulations and requirements and the trusts, powers and provisions of the Rowan Benefit Plan documentation, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect. Rowan and its Subsidiaries have at all times complied with their obligations in relation to automatic enrolment arising under the UK Pensions Act 2008, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(n)                                  With respect to Rowan Employees primarily based in the UK, except pursuant to the Rowan Benefit Plans and obligations under applicable Law, neither Rowan nor any of its Subsidiaries has any obligation (whether legally binding or not) to: (i) pay any pension, (ii) make any other payment on or after retirement or death (whether of a temporary nature or a permanent nature), or (iii) pay or otherwise provide or contribute towards any pension, lump sum, gratuity or other like benefit provided or to be provided on retirement or death or, in connection with past service, after retirement or death, (in each case) to, or in respect of, any Rowan Employee or spouse, civil partner or dependent of such Rowan Employee.  Neither Rowan nor any of its Subsidiaries is or has at any time in the last six years been (for the purposes of section 75 of the UK Pensions Act 1995 or Part 3 of the UK Pensions Act 2014) an “employer” in an occupational pension scheme to which section 75 of the UK Pensions Act 1995 or Part 3 of the Pensions Act 2014 applies and has not been associated or connected with an employer (for the purposes of sections 38 through 51 of the UK Pensions Act 2004 or otherwise). No person has ever become employed in the United Kingdom by Rowan or any of its Subsidiaries as a result of a transfer under the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 where
 
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such person was, prior to the transfer, a member of a UK occupational pension scheme that provided any benefits other than on old age, invalidity or death, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
Section 3.17                              Insurance .  Rowan and its Subsidiaries maintain insurance in such amounts and against such risks substantially as Rowan believes to be customary for the international offshore drilling business as of the date hereof.  Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect, (i) all insurance policies maintained by or on behalf of Rowan or any of its Subsidiaries as of the date of this Agreement are in full force and effect and are valid and enforceable, and all premiums due on such policies have been paid by Rowan or its Subsidiaries, as applicable, and (ii) Rowan and its Subsidiaries are in compliance with the terms and provisions of all insurance policies maintained by or on behalf of Rowan or any of its Subsidiaries as of the date of this Agreement, and neither Rowan nor any of its Subsidiaries is in breach or default under, or has taken any action that could permit termination or material modification of, any material insurance policies.
 
Section 3.18                              Opinion of Financial Advisor .  The Board of Directors of Rowan has received the opinion letter of Goldman, Sachs & Co. LLC to the effect that, as of the date hereof and subject to the assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio pursuant to this Agreement is fair from a financial point of view, to the holders (other than Ensco and its affiliates) of Rowan Ordinary Shares.  Rowan shall, promptly following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to Ensco solely for informational purposes.
 
Section 3.19                              Material Contracts .
 
(a)                                  Except for this Agreement, the Rowan Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as exhibits to the Rowan SEC Documents or as set forth on the applicable subsection of Section 3.19(a)  of the Rowan Disclosure Schedule, as of the date hereof, neither Rowan nor any of its Subsidiaries is a party to or bound by:
 
(i)                                      any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);
 
(ii)                                   any Contract that (A) imposes any restriction on the right or ability of Rowan or any of its Subsidiaries to compete with any other person or in any geographic area or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Rowan and its Subsidiaries in a material manner;
 
(iii)                                any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Rowan or any of its Subsidiaries in an amount in excess of $50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries;
 
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(iv)                               any executory Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $50.0 million, except any transaction among Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries;
 
(v)                                  any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between Rowan and its Subsidiaries or among Rowan’s Subsidiaries;
 
(vi)                               any Contract expressly limiting or restricting the ability of Rowan or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be;
 
(vii)                            any Contract that obligates Rowan or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Rowan or one of its Subsidiaries or (B) any person (other than an officer, director or employee of Rowan or any of its Subsidiaries) that is less than $50.0 million to such person;
 
(viii)                         any Contract that by its terms calls for aggregate payments by or to Rowan or any of its Subsidiaries of more than $50.0 million in the aggregate over the remaining term of such Contract, except for (A) Contracts with a customer and (B) any such Contract that may be cancelled by Rowan or any of its Subsidiaries with a penalty or other liability of less than $10.0 million to Rowan or any of its Subsidiaries, upon notice of 60 days or less;
 
(ix)                               any Contract that involves, or is reasonably expected in the future to involve, annual revenues of $50.0 million;
 
(x)                                  any Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in excess of $50.0 million;
 
(xi)                               any Contract with a customer with a remaining duration of greater than 180 days, including fixed price customer options;
 
(xii)                            any Contract that includes any affiliate of Rowan as a counterparty or third party beneficiary and that would be required to be disclosed under Item 404 of Regulation S-K of the SEC;
 
(xiii)                         any Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by Rowan or any of its Subsidiaries in excess of $50.0 million;
 
(xiv)                        any lease or sublease with respect to a Rowan Leased Real Property with remaining payments in excess of $10.0 million; and
 
(xv)                           any Contract the loss or breach of which would reasonably be expected to have a Rowan Material Adverse Effect.
 
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All Contracts of the types referred to in clauses (i)  through (xv)  above are referred to herein as “ Rowan Material Contracts. ” As used herein, “ Contract ” shall mean any agreement, contract, license, obligation, promise, understanding or undertaking (whether written or oral) that is legally binding.
 
(b)                                  Rowan has delivered or made available to Ensco true and complete copies of all Rowan Material Contracts.
 
(c)                                   Except as would not reasonably be expected to have, individually or in the aggregate, a Rowan Material Adverse Effect (other than the occurrence of a change in control or “similar term” as acknowledged by the parties in Section 5.23 ), (i) neither Rowan nor any Subsidiary of Rowan is in breach of or default under the terms of any Rowan Material Contract, (ii) to Rowan’s knowledge, no other party to any Rowan Material Contract is in breach of or default under the terms of any Rowan Material Contract and (iii) each Rowan Material Contract is a valid and binding obligation of Rowan or the Subsidiary of Rowan that is party thereto and, to Rowan’s knowledge, of each other party thereto, and is in full force and effect, subject to the Remedies Exceptions.
 
Section 3.20                              Finders or Brokers .  Except for Goldman, Sachs & Co. LLC, neither Rowan nor any of Rowan’s Subsidiaries has employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who would be entitled to or may receive any fee or any commission in connection with or upon consummation of the Transaction.  Section 3.20 of the Rowan Disclosure Schedule sets out, as at the date of this Agreement, Rowan’s good faith estimate of the fees, commissions and expenses (including discretionary fees) payable by it or any of Rowan’s Subsidiaries to Goldman, Sachs & Co. LLC in connection with this Agreement and the Transaction.
 
Section 3.21                              Anti-Bribery .  Within the past five years, neither (a) Rowan, nor any of its Subsidiaries, nor, to Rowan’s knowledge, any director, officer, or employee of Rowan or any of its Subsidiaries nor (b) to Rowan’s knowledge, any Representative while acting for or on behalf of any of the foregoing, has directly or indirectly (i) made, accepted, promised, or authorized the giving of any unlawful payment to/from any foreign or domestic government officials or employees or to/from any foreign or domestic political parties or campaigns, or to/from any private third parties, or otherwise violated any provisions of any applicable anti-bribery Laws, including without limitation the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “ FCPA ”) or the UK Bribery Act 2010 (the “ Bribery Act ”), or (ii) taken any action or engaged in any conduct, activity or practice for or on behalf of Rowan or any of its Subsidiaries that would otherwise constitute a violation of or an offence under any applicable anti-bribery Laws, including the FCPA and the Bribery Act, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.  In the past five years, Rowan has maintained policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance with anti-bribery Laws.  Neither Rowan nor any of
 
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its Subsidiaries, nor, to the knowledge of Rowan, any director, officer or employee of Rowan or any Subsidiary of Rowan, are, or in the past five years have been, subject to any actual, pending, or, to Rowan’s knowledge, threatened civil, criminal, or administrative actions or governmental investigations, inquiries or enforcement actions, or made any voluntary disclosures to any governmental authority, involving Rowan or any Subsidiary of Rowan relating to alleged violations of applicable anti-bribery Laws, including the FCPA and the Bribery Act.
 
Section 3.22                              Export Controls and Sanctions .
 
(a)                                  Neither (i) Rowan, any of its Subsidiaries, or any employee, officer, or director of Rowan or any of its Subsidiaries nor (ii) to Rowan’s knowledge, any Representative of any of the foregoing, (A) is currently or has been within the past five years the target of Trade Sanctions (including by being designated on the list of Specially Designated Nationals and Blocked Persons or on any other sanctions list maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (“ OFAC ”), the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury or direct or indirect ownership or control by one or more designated parties), or is or has been within the past five years operating, organized or resident in a country or territory that itself is the target of Trade Sanctions (currently, Crimea, Cuba, Iran, North Korea and Syria); or (B) has, directly or, to the knowledge of Rowan, indirectly, participated in the past five years in any prohibited or unlawful transaction or dealing involving a person or entity that is the target of Trade Sanctions, or with any person or entity operating, organized, or resident in a country or territory that is the target of Trade Sanctions.
 
(b)                                  In the past five years, each of Rowan, Rowan’s Subsidiaries and, to Rowan’s knowledge, their respective affiliates (i) has conducted its business in compliance with all applicable Trade Sanctions and Export Control Laws in all material respects; (ii) have obtained, and are in compliance in all material respects with, all required export and import licenses, license exceptions and other consents, notices, approvals, orders, permits, authorizations, declarations, classifications and filings with any Governmental Entity required for the import, export and re-export of products, software and technology; and (iii) has maintained and enforces policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith.
 
Section 3.23                              Derivatives .  Section 3.23 of the Rowan Disclosure Schedule contains a complete and correct schedule of all material Derivative Transactions entered into by Rowan or any of its Subsidiaries or for the account of any of their respective customers as of the date hereof.
 
Section 3.24                              Takeover Statutes .  There are no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state or other anti-takeover Laws and regulations applicable to Rowan, the Rowan Ordinary Shares, the Transaction or any other transactions contemplated by this Agreement.
 
Section 3.25                              Information Supplied .  The information supplied or to be supplied by Rowan for inclusion in the Registration Statement provided for in Section 5.18(d)  to be filed by
 
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Ensco in connection with the issuance of the New Ensco Shares in the Transaction shall not, at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Rowan with respect to statements made or incorporated by reference therein based on information supplied by Ensco in writing expressly for inclusion therein.  The information supplied or to be supplied by Rowan for inclusion in the Proxy Statement (including, for the avoidance of any doubt, the Scheme Document) will not, at the time the Proxy Statement is first mailed to the Ensco Shareholders and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Rowan GM to be held in connection with the Transaction, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Rowan with respect to statements made or incorporated by reference therein based on information supplied by Ensco in writing expressly for inclusion therein.  The Registration Statement and the Proxy Statement (solely with respect to the portion thereof relating to the Rowan GM but excluding any portion thereof based on information supplied by Ensco in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Rowan) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and any applicable provisions of the Companies Act and the Scheme Document will comply in all material respects with the provisions of the Companies Act.
 
Section 3.26                              No Additional Representations .
 
(a)                                  Rowan acknowledges that Ensco does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Article IV or in any certificate delivered by Ensco to Rowan in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that Ensco makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to Rowan, any of its affiliates or any of their respective officers, directors, employees or Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Ensco and its Subsidiaries or (ii) the future business and operations of Ensco and its Subsidiaries, and Rowan has not relied on such information or any other representations or warranties not set forth in Article IV .
 
(b)                                  Rowan has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Ensco and its Subsidiaries and acknowledges that Rowan has been provided access for such purposes.  Except for the representations and warranties expressly set forth in Article IV or in any certificate delivered to Rowan by Ensco in accordance with the terms hereof, in entering into this Agreement, Rowan has relied solely upon its independent investigation and analysis of Ensco and Ensco’s Subsidiaries, and Rowan acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Ensco, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article IV or in any
 
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certificate delivered to Rowan by Ensco, whether or not such representations, warranties or statements were made in writing or orally.  Rowan acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV or in any certificate delivered by Ensco to Rowan (i) Ensco does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Rowan is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Ensco to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty may not be relied upon by Rowan as having been authorized by Ensco and (iii) any estimates, projections, predictions, data, financial information, memoranda, presentations or any other materials or information provided or addressed to Rowan, any of its affiliates or any of their respective officers, directors, employees or Representatives are not and shall not be deemed to be or include representations or warranties of Ensco unless any such materials or information is the subject of any express representation or warranty set forth in Article IV .
 
ARTICLE IV. 

REPRESENTATIONS AND WARRANTIES OF ENSCO
 
Except as disclosed (a) in the Ensco SEC Documents filed prior to the date hereof (without giving effect to any amendment to any such Ensco SEC Document filed on or after the date hereof and excluding any disclosures set forth in any such Ensco SEC Document in any risk factor section, any disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or primarily cautionary in nature other than historical facts included therein), where the relevance of the information as an exception to (or disclosure for purposes of) a particular representation is reasonably apparent on the face of such disclosure, or (b) in the disclosure schedule delivered by Ensco to Rowan immediately prior to the execution of this Agreement (the “ Ensco Disclosure Schedule ”) (each section of which qualifies the correspondingly numbered representation, warranty or covenant if specified therein and such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent), Ensco represents and warrants to Rowan as follows:
 
Section 4.1                                     Qualification, Organization, Subsidiaries, Capitalization .
 
(a)                                  Ensco is a public limited company duly organized and validly existing under the Laws of England and Wales.  Ensco has the requisite capacity, power and authority to enter into and perform this Agreement and to own, lease and operate its properties and assets and to carry on its business as presently conducted.  Each of Ensco’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of its respective jurisdiction of organization and has the requisite capacity, power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power or authority would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.  Each of Ensco and its Subsidiaries is duly qualified or licensed, and has all necessary governmental approvals, to do business and is in
 
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good standing as a foreign entity (where such concept is recognized under applicable Law) in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except where the failure to be so duly approved, qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(b)                                  Ensco has made available to Rowan, prior to the date hereof, true and complete copies of the Ensco Articles of Association. Ensco is not in violation of the Ensco Articles of Association. None of Ensco’s “significant subsidiaries” as of the date hereof, as such term is defined in Regulation S-X promulgated by the SEC, as identified in Section 4.1(b)  of the Ensco Disclosure Schedule (the “ Ensco Material Subsidiaries ”), is in material violation of its articles of association, certificate of incorporation, bylaws, limited partnership agreement, limited liability company agreement or comparable constituent or organizational documents, in each case as amended to and in effect as of the date hereof (collectively and, together with the Ensco Articles of Association, the “ Ensco Organizational Documents ”).  Ensco has made available prior to the date of this Agreement true and complete copies of the minute books of Ensco’s Board of Directors, which copies contain true and complete records of all meetings and other company actions held or taken since November 1, 2016; provided , however , that (i) Ensco has redacted such materials to the extent necessary to omit information concerning this Agreement or the transactions contemplated hereby and (ii) minutes of meetings that pertain solely to discussion of this Agreement or the transactions contemplated hereby have not been provided.
 
(c)                                   As of the close of business on October 5, 2018 (i) 434,435,904 Ensco Class A Ordinary Shares (excluding non-vested share awards granted under the Ensco Stock Plans) and 50,000 Ensco Class B Ordinary Shares were issued and outstanding, (ii) 23,618,272 Ensco Class A Ordinary Shares were held in treasury, (iii) 50,000 Ensco Class B Ordinary Shares were held in treasury, (iv) 2,662,343 non-vested Ensco Class A Ordinary Shares were outstanding and subject to potential forfeiture under the Ensco Stock Plans, (v) $849,500,000 aggregate principal amount of 3.00% Exchangeable Senior Notes due 2024 issued by Ensco Jersey Finance Limited were outstanding, and (vi) up to 35,263,421 Ensco Class A Ordinary Shares were available for future issuance under the Ensco Stock Plans, of which amount (A) 803,180 Ensco Class A Ordinary Shares were subject to outstanding option awards under the Ensco Stock Plans, (B) 608,430 Ensco Class A Ordinary Shares (at the “target level”) were subject to outstanding performance unit awards under the Ensco Stock Plans and 5,412,984 Ensco Class A Ordinary Shares were subject to outstanding restricted stock unit awards under the Ensco Stock Plans.  All outstanding Ensco Ordinary Shares are, and all such Ensco Ordinary Shares that may be issued prior to the Effective Time and the New Ensco Shares, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights.  Except as set forth in this Section 4.1(c)  (and other than the Ensco Ordinary Shares issuable pursuant to the terms of awards issued under the Ensco Stock Plans (collectively, “ Ensco Equity Awards ”)), there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Ensco or any of its Subsidiaries is a party (A) obligating Ensco or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any equity interests of Ensco or any Subsidiary of Ensco or securities convertible into or exchangeable for such equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible
 
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securities or other similar right, agreement or arrangement, (3) redeem or otherwise acquire any such equity interests, (4) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any person (other than a wholly owned Subsidiary) or (5) make any payment to any person the value of which is derived from or calculated based on the value of any equity security issued by Ensco or any of its Subsidiaries or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Ensco or its Subsidiaries.  With respect to each grant of Ensco Equity Awards, each such grant was made in accordance with the terms of the applicable Ensco Stock Plan, the Exchange Act, the Securities Act and all other applicable Laws, including the rules of the NYSE.
 
(d)                                  Neither Ensco nor any of its Subsidiaries has outstanding bonds, debentures, notes or other indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the Ensco Shareholders on any matter.
 
(e)                                   There are no voting trusts or other agreements or understandings to which Ensco or any of its Subsidiaries is a party with respect to the voting or registration of the equity interests of Ensco or any of its Subsidiaries.
 
(f)                                    No Subsidiary of Ensco owns any equity interests of Ensco, and Ensco or a Subsidiary of Ensco owns, directly or indirectly, all of the issued and outstanding equity interests of each Subsidiary of Ensco, free and clear of any preemptive rights and any Liens other than Ensco Permitted Liens, and all of such equity interests are duly authorized, validly issued, fully paid and nonassessable (where such concept is applicable and recognized under applicable Law) and free of preemptive rights.  Except for equity interests in Ensco’s Subsidiaries, neither Ensco nor any of its Subsidiaries owns, directly or indirectly, any equity interest in any person (or any security or other right, agreement or commitment convertible or exercisable into, or exchangeable for, any equity interest in any person).  Except for any obligations pursuant to this Agreement, neither Ensco nor any of its Subsidiaries has any obligation to acquire any equity interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any person.  Neither Ensco nor any of its Subsidiaries has any obligation, other than pursuant to the Ensco Stock Plans, to repurchase, redeem or otherwise acquire any equity interests of Ensco or any such Subsidiary.
 
(g)                                   The Ensco Material Subsidiaries identified in Section 4.1(b)  of the Ensco Disclosure Schedule include each “significant subsidiary,” as such term is defined in Regulation S-X promulgated by the SEC, of Ensco as of the date hereof.
 
(h)                                  Ensco does not hold, directly or indirectly, any Rowan Ordinary Shares.
 
Section 4.2                                     Company Authority Relative to this Agreement; No Violation .
 
(a)                                  Ensco has the requisite corporate power and authority to execute and deliver this Agreement and each other document to be entered into by Ensco in connection with the transactions contemplated hereby (together with this Agreement, the “ Ensco Transaction Documents ”) and, subject to, Section 4.2(b)  and the passing of the resolution referred to in clauses (a) and (b) of the definition of Ensco Shareholder Resolutions, to consummate the
 
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transactions contemplated hereby and thereby, including the Transaction and the Consolidation.  The execution, delivery and performance of this Agreement and the other Ensco Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Ensco and, except for the passing of the resolution referred to in clauses (a) and (b) of the definition of Ensco Shareholder Resolutions, no other company action on the part of Ensco or vote of the Ensco Shareholders is necessary to authorize the execution and delivery by Ensco of this Agreement and the other Ensco Transaction Documents and the consummation of the Transaction and the Consolidation.  The Board of Directors of Ensco has duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Ensco Transaction Documents, including the Transaction, the Consolidation and the other transactions contemplated hereby and thereby, and (ii) declaring that it is in the best interests of the Ensco Shareholders that Ensco enter into this Agreement and the other Ensco Transaction Documents and consummate the Transaction, the Consolidation and the other transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein.  The Board of Directors of Ensco has further resolved that it will unanimously and unqualifiedly recommend that the Ensco Shareholders vote in favor of the Ensco Shareholder Resolutions at duly held meetings of such shareholders for such purposes (such recommendation referred to herein as the “ Ensco Board Recommendation ”).  None of the aforementioned resolutions, as of the date hereof, have been rescinded, modified or withdrawn in any way.  Each of the Ensco Transaction Documents has been duly and validly executed and delivered by Ensco and, assuming each such Ensco Transaction Document has been duly authorized, executed and delivered by each other counterparty thereto, each of the Ensco Transaction Documents constitutes the legal, valid and binding obligation of Ensco, enforceable against Ensco in accordance with its terms, except as such enforcement may be subject to (A) the effect of bankruptcy, insolvency, reorganization, receivership, administration, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the Remedies Exceptions.
 
(b)                                  Other than in connection with or in compliance with (i) the Companies Act, (ii) the Exchange Act, (iii) the Securities Act, (iv) the rules and regulations of the NYSE, (v) the HSR Act and any antitrust, competition, foreign investment or similar Laws outside of the United States, (vi) the DPA (including the filing of the CFIUS Notice and receipt of the CFIUS Clearance) and (vii) the approvals set forth in Section 4.2(b)  of the Ensco Disclosure Schedule (collectively, the “ Ensco Approvals ”), and, subject to the accuracy of the representations and warranties of Rowan in Section 3.2(b) , no authorization, consent, Order, license, permit or approval of, or registration, declaration, notice or filing with, or notice to, any Governmental Entity is necessary, under applicable Law, for the execution, delivery and performance of this Agreement or the consummation by Ensco of the transactions contemplated hereby, except for such authorizations, consents, Orders, licenses, permits, approvals or filings that, if not obtained or made, would not reasonably be expected to materially impede or delay the consummation of the Transaction and the other transactions contemplated by this Agreement or reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(c)                                   The execution, delivery and performance by Ensco of this Agreement do not, and (assuming the Ensco Approvals are obtained) the consummation of the transactions contemplated hereby and compliance with the provisions hereof will not (i) result in any loss, suspension, limitation or impairment of any right of Ensco or any of its Subsidiaries to own or
 
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use any assets required for the conduct of their business or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation, first offer, first refusal, modification or acceleration of any material obligation or to the loss of a benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon Ensco or any of its Subsidiaries or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien (other than Ensco Permitted Liens and any Liens created in connection with any action taken by Rowan or its affiliates), in each case, upon any of the properties or assets of Ensco or any of its Subsidiaries or any contract to which Ensco or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, (ii) conflict with or result in any violation of any provision of the Ensco Organizational Documents or (iii) conflict with or violate any applicable Laws, except in the case of clauses (i) and (iii) for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
Section 4.3                                     Reports and Financial Statements .
 
(a)                                  Ensco and each of its Subsidiaries has timely filed with or furnished to the SEC all reports, schedules, forms, statements and other documents required to be filed or furnished by it since January 1, 2016 (all such documents and reports filed or furnished by Ensco or any of its Subsidiaries, the “ Ensco SEC Documents ”) and Ensco has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Ensco with the Registrar of Companies in England and Wales.  As of their respective dates of filing or, in the case of Ensco SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amended prior to the date hereof, as of the date of the last such amendment, the Ensco SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and none of the Ensco SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Ensco SEC Documents as of a later date (but before the date hereof) will be deemed to modify information as of an earlier date.
 
(b)                                  The consolidated financial statements (including all related notes and schedules thereto) of Ensco included in the Ensco SEC Documents (i) fairly present in all material respects the consolidated financial position of Ensco and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and any other adjustments described therein), (ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Ensco and its consolidated
 
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Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act.
 
(c)                                   There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Ensco SEC Documents.  Ensco has heretofore made available to Rowan true, correct and complete copies of all written correspondence between Ensco and the SEC occurring since January 1, 2015.  None of the Ensco SEC Documents is, to the knowledge of Ensco, the subject of ongoing SEC review, and no enforcement action has been initiated against Ensco relating to disclosures contained in or omitted from any Ensco SEC Document.
 
(d)                                  Neither Ensco nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Ensco or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Ensco or any of its Subsidiaries in Ensco’s financial statements or other Ensco SEC Documents.
 
Section 4.4                                     Internal Controls and Procedures .  Ensco has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act.  Ensco’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Ensco in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Ensco’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.  Ensco’s management has completed an assessment of the effectiveness of Ensco’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2017, and such assessment concluded that such controls were effective.  Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof management of Ensco has disclosed to Ensco’s auditors and the audit committee of the Board of Directors of Ensco (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Ensco’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Ensco’s internal control over financial reporting, and each such deficiency, weakness and fraud so disclosed to auditors, if any, has been disclosed to Rowan prior to the date hereof.
 
Section 4.5                                     No Undisclosed Liabilities .  There are no liabilities or obligations of Ensco or any of its Subsidiaries, whether known or unknown and whether accrued, absolute, determined or contingent, that would be required by GAAP, consistently applied, to be reflected
 
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on a consolidated balance sheet of Ensco and its consolidated Subsidiaries (including the notes thereto), except for (i) liabilities or obligations disclosed and provided for in the most recent balance sheets included in the Ensco Financial Statements (or in the notes thereto) filed and publicly available prior to the date of this Agreement, (ii) liabilities or obligations incurred in accordance with or in connection with this Agreement, (iii) liabilities or obligations incurred since December 31, 2017 in the ordinary course of business consistent with past practice since the date of such balance sheet, (iv) liabilities or obligations that have been discharged or paid in full, or (v) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
Section 4.6                                     Compliance with Law; Permits .
 
(a)                                  Ensco and its Subsidiaries are in compliance with, and are not in default under or in violation of, any applicable Law, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.  Since January 1, 2016, neither Ensco nor any of its Subsidiaries has received any written notice or, to Ensco’s knowledge, other communication from any Governmental Entity regarding any actual or possible violation of, or failure to comply with, any Law, except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(b)                                  Ensco and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, concessions, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, financial assurance instruments, qualifications and registrations and Orders of all applicable Governmental Entities, and all rights under any Ensco Material Contract with all Governmental Entities, and have filed all tariffs, reports, notices and other documents with all Governmental Entities necessary for Ensco and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “ Ensco Permits ” and, together with the Rowan Permits, the “ Permits ”), except where the failure to have or to have filed such Ensco Permits would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.  All Ensco Permits are valid and in full force and effect and are not subject to any administrative or judicial proceeding that could result in modification, termination or revocation thereof, except where the failure to be in full force and effect or any modification, termination or revocation thereof would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.  Ensco and each of its Subsidiaries is in compliance with the terms and requirements of all material Ensco Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(c)                                   Each drilling unit owned or leased by Ensco or any of its Subsidiaries which is subject to classification (other than cold stacked rigs) is in class and free of suspension or cancellation to class, and is registered under the flag of its flag jurisdiction.
 
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Section 4.7                                     Absence of Certain Changes or Events .
 
(a)                                  From January 1, 2018 through the date of this Agreement, except in connection with the negotiation and execution of this Agreement, the businesses of Ensco and its Subsidiaries have been conducted in the ordinary course of business consistent with past practice, except when such conduct outside the ordinary course of business would not have, and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(b)                                  Since January 1, 2018, there has not been any event, change, effect, development, occurrence or state of facts that has had or would reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
Section 4.8                                     Environmental Laws and Regulations .  Except as would not have, individually or in the aggregate, an Ensco Material Adverse Effect (i) there are, to the knowledge of Ensco, no investigations, actions, suits, proceedings (whether administrative or judicial) pending or threatened in writing against Ensco or any of its Subsidiaries or any person or entity whose liability Ensco or any of its Subsidiaries has retained or assumed either contractually or by operation of law, alleging non-compliance with or other liability under any Environmental Law, (ii) Ensco and its Subsidiaries are, and except for matters that have been fully resolved with the applicable Governmental Entity, since January 1, 2016 have been, in compliance with all Environmental Laws (which compliance includes the possession by Ensco and each of its Subsidiaries of all Permits required under applicable Environmental Laws to conduct their respective business and operations, and compliance with the terms and conditions thereof), (iii) there have been no Releases at any location of Hazardous Materials by Ensco or any of its Subsidiaries, or, to Ensco’s knowledge, as a result of any operations or activities of Ensco or any of its Subsidiaries or their contractors or third-party operators, that could reasonably be expected to give rise to any fine, penalty, remediation, investigation, obligation or liability of any kind to Ensco or its Subsidiaries, (iv) none of Ensco and its Subsidiaries is subject to any Order or any indemnity obligation with any other person that could reasonably be expected to result in obligations or liabilities under applicable Environmental Laws or concerning any Releases of Hazardous Materials, (v) none of Ensco and its Subsidiaries has received any unresolved claim, notice, complaint or request for information from a Governmental Entity or any other person relating to actual or alleged noncompliance by Ensco or its Subsidiaries with or liability of Ensco or its Subsidiaries under applicable Environmental Laws (including any such liability or obligation arising under, retained or assumed by Ensco or its Subsidiaries by contract or by operation of law), and (vi) Ensco and its Subsidiaries have made available to Rowan all reports, audits, assessments and documents materially bearing on any material environmental, health and safety liabilities relating to Ensco and its Subsidiaries’ current or former operations, properties or facilities.
 
Section 4.9                                     Investigations; Litigation .  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect or would not reasonably be expected to prevent, impede or delay consummation of the Transaction, (i) there is no investigation or review pending (or, to Ensco’s knowledge, threatened) by any Governmental Entity with respect to Ensco or any of its Subsidiaries, (ii) there are no claims, actions, suits, inquiries, investigations, arbitrations or administrative or other proceedings, or any subpoenas,
 
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civil investigative demands or other requests for information, relating to potential violations of Law pending (or, to Ensco’s knowledge, threatened) against or affecting Ensco or any of its Subsidiaries, or any of their respective properties and (iii) there are no Orders, injunctions, judgments or decrees of, or before, any Governmental Entity pending (or, to Ensco’s knowledge, threatened to be imposed) against Ensco or any of its Subsidiaries.
 
Section 4.10                              Investment Company .  None of Ensco or any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” within the meaning of the U.S. Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
 
Section 4.11                              Intellectual Property .
 
(a)                                  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, either Ensco or a Subsidiary of Ensco owns, or is licensed or otherwise possesses valid rights to use, free and clear of Liens other than Ensco Permitted Liens, all trademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, trade secrets and other intellectual property rights necessary to their respective businesses as currently conducted (collectively, the “ Ensco Intellectual Property ”), and no third party has ownership rights or license rights to improvements made by Ensco in the Ensco Intellectual Property.  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, (i) there are no pending or, to Ensco’s knowledge, threatened claims by any person alleging infringement, misappropriation or other violation by Ensco or any of its Subsidiaries of any intellectual property rights of any person, (ii) to Ensco’s knowledge, the conduct of the business of Ensco and its Subsidiaries does not infringe, misappropriate or otherwise violate any intellectual property rights of any person, (iii) neither Ensco nor any of its Subsidiaries has made any claim of a violation, infringement or misappropriation by others of Ensco’s or any its Subsidiaries’ rights to or in connection with Ensco Intellectual Property and (iv) to Ensco’s knowledge, no person is infringing, misappropriating or otherwise violating any Ensco Intellectual Property.
 
(b)                                  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, Ensco and its Subsidiaries have implemented (i) commercially reasonable measures, consistent with industry standards, to protect the confidentiality, integrity and security of the Ensco IT Assets (and all information and transactions stored or contained therein or transmitted thereby); and (ii) commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan, in each case consistent with customary industry practices.
 
Section 4.12                              Properties .
 
(a)                                  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, Ensco and its Subsidiaries have good and defensible title to all real property owned by Ensco or any of its Subsidiaries and good and valid leasehold interest to all real property which is leased, subleased, licensed or otherwise occupied
 
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by Ensco or any of its Subsidiaries (the “ Ensco Leased Real Property ”), in each case free and clear of all Liens (other than Ensco Permitted Liens).
 
(b)                                  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, Ensco and its Subsidiaries have good and defensible title to, or have valid rights to lease or otherwise use, all items of personal property that are material to the respective businesses of Ensco and its Subsidiaries, in each case free and clear of all Liens (other than Ensco Permitted Liens).
 
Section 4.13                              Ownership and Maintenance of Drilling Units .
 
(a)                                  Either Ensco or a Subsidiary of Ensco has good and marketable title to the drilling units listed in Ensco’s most recent fleet status report, a true and complete copy of which has been provided to Rowan (the “ Ensco Fleet Report ”), in each case free and clear of all Liens except for Ensco Permitted Liens.  No such drilling unit or any related asset is leased under an operating lease from a lessor that, to Ensco’s knowledge, has incurred non-recourse indebtedness to finance the acquisition or construction of such asset.
 
(b)                                  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, the drilling units listed in the Ensco Fleet Report (other than such drilling units that are noted therein as “cold stacked” or are being prepared to be “cold stacked”) (i) have been maintained consistent with general practice in the offshore drilling industry, and are in good operating condition and repair, subject to ordinary wear and tear; (ii) are adequate for the purpose for which they are being used and are capable of being used in the business as presently conducted without present need for replacement or repair, except in the ordinary course of business; (iii) conform in all material respects with all applicable legal requirements; and (iv) in the aggregate, provide the capacity to engage in Ensco’s business on a continuous basis as it is presently conducted, subject to routine maintenance.
 
Section 4.14                              Tax Matters .
 
(a)                                  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect:
 
(i)                                      Ensco and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extension of time within which to file) all Tax Returns required to be filed by any of them and all such Tax Returns are true, complete and accurate.
 
(ii)                                   Ensco and each of its Subsidiaries have timely paid all Taxes that are required to be paid by any of them or that Ensco or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor, shareholder or third party (in each case, whether or not shown on any Tax Return), except with respect to matters contested in good faith through appropriate proceedings and for which adequate reserves have been established, in accordance with GAAP on the most recent financial statements of Ensco and its Subsidiaries.
 
(iii)                                No Tax Return of Ensco or any of its Subsidiaries is the subject of an audit, examination investigation or other proceeding, and there are no audits, examinations,
 
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investigations or other proceedings pending or threatened in writing in respect of Taxes or Tax matters of Ensco or any of its Subsidiaries.
 
(iv)                               Neither Ensco nor any of its Subsidiaries is currently the beneficiary of any waivers of any limitation periods or agreements providing for an extension of time for the filing of any Tax Return, the assessment or collection thereof by any relevant Tax authority or the payment of any Tax by Ensco or any of its Subsidiaries.
 
(v)                                  Neither Ensco nor any of its Subsidiaries has any liability for the Taxes of any person (other than Taxes of Ensco or its Subsidiaries) (A) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Tax Law), (B) as a transferee or successor or (C) by Contract (other than customary Tax indemnifications contained in ordinary course commercial agreements or arrangements that are not primarily related to Taxes).
 
(vi)                               Neither Ensco nor any of its Subsidiaries has any liability pursuant to any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among such party and any of its wholly owned Subsidiaries and other than as customary Tax indemnifications contained in ordinary course commercial agreements or arrangements that are not primarily related to Taxes).
 
(vii)                            Neither Ensco nor any of its Subsidiaries is a party to any closing agreement described in Section 7121 of the Code or any predecessor provision thereof or any similar agreement under state, local or non-U.S. Tax Law, and neither Ensco nor any of its Subsidiaries is subject to any private ruling issued by any Governmental Entity in respect of Taxes.
 
(viii)                         There are no Liens for Taxes on any asset of Ensco or its Subsidiaries, except for Ensco Permitted Liens.
 
(ix)                               No written claim has been received by Ensco or any of its Subsidiaries from a Governmental Entity in a jurisdiction where such entity does not file Tax Returns that it is or may be subject to taxation by such jurisdiction.
 
(x)                                  Neither Ensco nor any of its Subsidiaries is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code.
 
(xi)                               Neither Ensco nor any of its Subsidiaries has been a party to a transaction that is a “listed transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(2), or any other transaction requiring disclosure under analogous provisions of state, local or non-U.S. Tax Law.
 
(xii)                            Within the past three years, neither Ensco nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution intended to qualify for tax-free treatment under Section 355 of the Code (or a similar provision of state, local or non-U.S. Tax Law).
 
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(xiii)                         Neither Ensco nor any of its Subsidiaries (nor any of their respective predecessors) (i) is treated as a domestic corporation under Section 7874(b) of the Code or (ii) was created or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to the dual charter provision of Treasury Regulations Section 301.7701-5(a).  Neither Ensco nor any of its Subsidiaries has knowledge of any facts or of any reason that would reasonably be expected to cause Ensco to be treated, following the completion of the Transaction, as a domestic corporation for U.S. federal income tax purposes under Section 7874 of the Code.
 
(b)                                  To the knowledge of Ensco, neither Ensco nor any of its Subsidiaries has taken or agreed to take any action that would (and none of them is aware of any facts, agreement, plan or other circumstance that would) reasonably be expected to prevent the Transaction from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.
 
Section 4.15                              Employment and Labor Matters .
 
(a)                                  Neither Ensco nor any of its Subsidiaries is a party to or bound by any Collective Bargaining Agreement with respect to employees of Ensco or any of its Subsidiaries (each, an “ Ensco Employee ”), other than those nationwide, industry wide or similar Collective Bargaining Agreements that Ensco or any of its Subsidiaries may be deemed to be a party to or bound by as a result of doing business in a particular jurisdiction.
 
(b)                                  No notice to or approval from any trade union, works council, staff association or other body representing Ensco Employees is required in connection with Ensco entering into this Agreement or completing the Transaction.  Ensco has delivered to Rowan a complete and accurate list of all labor organizations recognized by Ensco in any way for bargaining, information or consultation purposes and/or which represent any Ensco Employee with respect to their employment with Ensco or any of its Subsidiaries.
 
(c)                                   There are no outstanding applications for recognition or information and consultation rights with respect to Ensco Employees.  To Ensco’s knowledge, there are no activities or proceedings of any labor or trade union, staff association or other body to organize any Ensco Employee.  No Collective Bargaining Agreement is being negotiated by Ensco or, to Ensco’s knowledge, any of its Subsidiaries with respect to any Ensco Employees.
 
(d)                                  Since January 1, 2016, there has been no actual, or to Ensco’s knowledge, threatened unfair labor practice charges, grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing or other labor disputes against Ensco or any of its Subsidiaries involving Ensco Employees that would reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(e)                                   Ensco is, and has been, in compliance with all Laws regarding employment and employment practices, terms and conditions of employment and wages and hours (including classification of employees) and other Laws in respect of any reduction in force, including notice, information and consultation requirements, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
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(f)                                    Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, there are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing by Ensco pursuant to any workplace safety and insurance/workers’ compensation Laws, and Ensco has not been reassessed in any material respect under such Laws during the past three years, and Ensco has not received any claims under such Laws.
 
(g)                                   No Key Employee or other officer has provided written notice to any officer of Ensco that he or she intends to resign or retire as a result of the transactions contemplated by this Agreement or otherwise.
 
Section 4.16                              Employee Benefit Plans .
 
(a)                                  Section 4.16(a)  of the Ensco Disclosure Schedule sets forth a correct and complete list of each material Ensco Benefit Plan.  For purposes of this Agreement, “ Ensco Benefit Plan ” means any (i) “employee pension benefit plan” (as defined in Section 3(2) of ERISA), (ii) “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) or (iii) plan, program, agreement, policy or arrangement providing for compensation, employment, benefits, retirement benefits, profit-sharing, deferred compensation, stock option, phantom stock, stock appreciation, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, long service award, vacation, bonus, commissions, incentive, medical, retiree medical, vision, dental or other health plans, life insurance plans, and each other employee benefit plan or fringe benefit plan or post-employment or retirement benefit, including any “employee benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA), in each case (x) sponsored, maintained or administered by Ensco or any Subsidiary, (y) to which Ensco or any Subsidiary contributes or is obligated to contribute for the benefit of any current or former employees, directors, consultants or (z) independent contractors or with respect to which Ensco or any of its Subsidiaries has or could reasonably be expected to have any obligation or liability, contingent or otherwise.
 
(b)                                  Each Ensco Benefit Plan that is intended to be a Qualified Plan is so qualified and each trust maintained thereunder is exempt from taxation under Section 501(a) of the Code and there is no reason why tax approval or registration under any local Law in any part of the world, with respect to any Ensco Benefit Plan that is subject to any such approval, or registration, might be withdrawn or might cease to apply.
 
(c)                                   No Ensco Benefit Plan is (i) a benefit plan that is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code, or (ii) a material defined benefit pension plan that is governed by local Law that is the equivalent of Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code.
 
(d)                                  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, with respect to each Ensco Benefit Plan, (i) no reportable event, as defined in Section 4043 of ERISA, no prohibited transaction, as described in Section 406 of ERISA or Section 4975 of the Code, and no accumulated funding deficiency, as defined in Section 302 of ERISA and 412 of the Code, has occurred, and (ii) all material
 
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contributions required to have been made under the terms of any such Ensco Benefit Plan have been timely made.
 
(e)                                   None of Ensco and its Subsidiaries maintains, contributes to or is obligated to contribute to any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or a plan that has two or more contributing sponsors at least two of whom are not under common control that is a multiple employer plan, and none of Ensco and its Subsidiaries has incurred any undischarged liability to a multiemployer plan or a multiple employer plan as a result of a complete or partial withdrawal from such plan.
 
(f)                                    Neither Ensco nor any of its Subsidiaries have been issued with a restoration order, a contribution notice or financial support direction (or warning notice, improvement notice or any other fine, penalty or notice of exercise or proposed exercise of any of its powers) by the UK pensions regulator in relation to any pension arrangement and, to Ensco’s knowledge, no facts or circumstances exist under which the UK pensions regulator could issue any such notice, direction, fine or penalty, and there has been no act or deliberate failure to act falling within Section 38(5) of the Pensions Act 2004.
 
(g)                                   Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, there is no Action (including any investigation, audit or other administrative proceeding) by the U.S. Department of Labor, the PBGC, the U.S. Internal Revenue Service or any other Governmental Entity or by any plan participant or beneficiary pending, or to Ensco’s knowledge, threatened, relating to the Ensco Benefit Plans, any fiduciaries thereof with respect to their duties to the Ensco Benefit Plans or the assets of any of the trusts under any of the Ensco Benefit Plans (other than routine claims for benefits) nor to Ensco’s knowledge are there facts or circumstances that exist that could reasonably give rise to any such Actions.
 
(h)                                  Except as set forth on Section 4.16(h)  of the Ensco Disclosure Schedule, no Ensco Benefit Plan provides for any material post-employment or post-retirement medical or life insurance benefits for retired, former or current employees or beneficiaries or dependents thereof, except as required by Section 4980B of the Code or any applicable Law except as would not result in material liability to Rowan and its Subsidiaries, taken as a whole.
 
(i)                                      Ensco is not party to, or otherwise obligated under, any contract, agreement, plan or arrangement that provides for the gross-up of Taxes imposed by Sections 409A, 457A or 4999 of the Code or equivalent local Law.
 
(j)                                     Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, the consummation of the Transaction and the transactions contemplated by this Agreement will not, either alone or in combination with another event (i) entitle any current or former employee, director, consultant or officer of Ensco or any of its Subsidiaries to severance pay, unemployment compensation or other compensatory payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefits due to any such employee, director, consultant or officer, or (iii) result in an increase in any contributions payable to, or an acceleration of the timing of payment of any contributions to, or result in an increase in liabilities in or create or accelerate any obligation to or in relation
 
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to, any Ensco Benefit Plan, (iv) result in the termination of, or allow any other party to terminate, any Ensco Benefit Plan or (v) impose any restrictions or limitations on Ensco’s rights to administer, amend or terminate any Ensco Benefit Plan.
 
(k)                                  The consummation of this Transaction and the transactions contemplated by this Agreement will not, either alone or in combination with another event, result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) of Ensco that could, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).
 
(l)                                      Each Ensco Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in operational and documentary compliance with Section 409A of the Code and applicable guidance thereunder that would reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(m)                              Ensco and its Subsidiaries have, in relation to the Ensco Benefit Plans, at all times complied with all applicable Laws, regulations and requirements and the trusts, powers and provisions of the Ensco Benefit Plan documentation, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect. Ensco and its Subsidiaries have at all times complied with their obligations in relation to automatic enrolment arising under the UK Pensions Act 2008, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
(n)                                  With respect to Ensco Employees primarily based in the UK, except pursuant to the Ensco Benefit Plans and obligations under applicable Law, neither Ensco nor any of its Subsidiaries has any obligation (whether legally binding or not) to: (i) pay any pension, (ii) make any other payment on or after retirement or death (whether of a temporary nature or a permanent nature), or (iii) pay or otherwise provide or contribute towards any pension, lump sum, gratuity or other like benefit provided or to be provided on retirement or death or, in connection with past service, after retirement or death, (in each case) to, or in respect of, any Ensco Employee or spouse, civil partner or dependent of such Ensco Employee.  Neither Ensco nor any of its Subsidiaries is or has at any time in the last six years been (for the purposes of section 75 of the UK Pensions Act 1995 or Part 3 of the UK Pensions Act 2014) an “employer” in an occupational pension scheme to which section 75 of the UK Pensions Act 1995 or Part 3 of the Pensions Act 2014 applies and has not been associated or connected with an employer (for the purposes of sections 38 through 51 of the UK Pensions Act 2004 or otherwise). No person has ever become employed in the United Kingdom by Ensco or any of its Subsidiaries as a result of a transfer under the Transfer of Undertakings (Protection of Employment) Regulations 1981 or 2006 where such person was, prior to the transfer, a member of a UK occupational pension scheme that provided any benefits other than on old age, invalidity or death, except where such non-compliance, default or violation would not have and would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect.
 
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Section 4.17                              Insurance .  Ensco and its Subsidiaries maintain insurance in such amounts and against such risks substantially as Ensco believes to be customary for the international offshore drilling business as of the date hereof.  Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, (i) all insurance policies maintained by or on behalf of Ensco or any of its Subsidiaries as of the date of this Agreement are in full force and effect and are valid and enforceable, and all premiums due on such policies have been paid by Ensco or its Subsidiaries, as applicable, and (ii) Ensco and its Subsidiaries are in compliance with the terms and provisions of all insurance policies maintained by or on behalf of Ensco or any of its Subsidiaries as of the date of this Agreement, and neither Ensco nor any of its Subsidiaries is in breach or default under, or has taken any action that could permit termination or material modification of, any material insurance policies.
 
Section 4.18                              Opinion of Financial Advisor .  The Board of Directors of Ensco has received the opinion of Morgan Stanley & Co. LLC to the effect that, as of the date thereof and subject to the assumptions, limitations, qualifications and other matters set forth therein, the Exchange Ratio is fair, from a financial point of view, to holders of Ensco Class A Ordinary Shares.  Ensco shall, promptly following the execution of this Agreement by all Parties, furnish an accurate, complete and confidential copy of said opinion letter to Rowan solely for informational purposes.
 
Section 4.19                              Material Contracts .
 
(a)                                  Except for this Agreement, the Ensco Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as exhibits to the Ensco SEC Documents or as set forth on the applicable subsection of Section 4.19(a)  of the Ensco Disclosure Schedule, as of the date hereof, neither Ensco nor any of its Subsidiaries is a party to or bound by:
 
(i)                                      any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);
 
(ii)                                   any Contract that (A) imposes any restriction on the right or ability of Ensco or any of its Subsidiaries to compete with any other person or in any geographic area or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Ensco and its Subsidiaries in a material manner;
 
(iii)                                any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Ensco or any of its Subsidiaries in an amount in excess of $50.0 million, except any transaction among Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries;
 
(iv)                               any executory Contract that provides for the acquisition or disposition of assets, rights or properties with a value in excess of $50.0 million, except any transaction among Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries;
 
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(v)                                  any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between Ensco and its Subsidiaries or among Ensco’s Subsidiaries;
 
(vi)                               any Contract expressly limiting or restricting the ability of Ensco or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be;
 
(vii)                            any Contract that obligates Ensco or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Ensco or one of its Subsidiaries or (B) any person (other than an officer, director or employee of Ensco or any of its Subsidiaries) that is less than $50.0 million to such person;
 
(viii)                         any Contract that by its terms calls for aggregate payments by or to Ensco or any of its Subsidiaries of more than $50.0 million in the aggregate over the remaining term of such Contract, except for (A) Contracts with a customer and (B) any such Contract that may be cancelled by Ensco or any of its Subsidiaries with a penalty or other liability of less than $10.0 million to Ensco or any of its Subsidiaries, upon notice of 60 days or less;
 
(ix)                               any Contract that involves, or is reasonably expected in the future to involve, annual revenues of $50.0 million;
 
(x)                                  any Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in excess of $50.0 million;
 
(xi)                               any Contract with a customer with a remaining duration of greater than 180 days, including fixed price customer options;
 
(xii)                            any Contract that includes any affiliate of Ensco as a counterparty or third party beneficiary and that would be required to be disclosed under Item 404 of Regulation S-K of the SEC;
 
(xiii)                         any Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by Ensco or any of its Subsidiaries in excess of $50.0 million;
 
(xiv)                        any lease or sublease with respect to an Ensco Leased Real Property with remaining payments in excess of $10.0 million; and
 
(xv)                           any Contract the loss or breach of which would reasonably be expected to have an Ensco Material Adverse Effect.
 
All Contracts of the types referred to in clauses (i)  through (xv)  above are referred to herein as “ Ensco Material Contracts. ”  As used herein, “ Contract ” shall be as defined in Section 3.19(a) .
 
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(b)                                  Ensco has delivered or made available to Rowan true and complete copies of all Ensco Material Contracts.
 
(c)                                   Except as would not reasonably be expected to have, individually or in the aggregate, an Ensco Material Adverse Effect, (i) neither Ensco nor any Subsidiary of Ensco is in breach of or default under the terms of any Ensco Material Contract, (ii) to Ensco’s knowledge, no other party to any Ensco Material Contract is in breach of or default under the terms of any Ensco Material Contract and (iii) each Ensco Material Contract is a valid and binding obligation of Ensco or the Subsidiary of Ensco that is party thereto and, to Ensco’s knowledge, of each other party thereto, and is in full force and effect, subject to the Remedies Exceptions.
 
Section 4.20                              Finders or Brokers .  Except for Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc. and Citigroup Global Markets Inc., neither Ensco nor any of Ensco’s Subsidiaries has employed any investment banker, broker or finder in connection with the transactions contemplated by this Agreement who would be entitled to or may receive any fee or any commission in connection with or upon consummation of the Transaction.  Section 4.20 of the Ensco Disclosure Schedule sets out, as at the date of this Agreement, Ensco’s good faith estimate of the fees, commissions and expenses (including discretionary fees) payable by it or any of Ensco’s Subsidiaries to Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc. and Citigroup Global Markets Inc. in connection with this Agreement and the Transaction.
 
Section 4.21                              Anti-Bribery .  Within the past five years, neither (a) Ensco, nor any of its Subsidiaries, nor, to Ensco’s knowledge, any director, officer, or employee of Ensco or any of its Subsidiaries nor (b) to Ensco’s knowledge, any Representative while acting for or on behalf of any of the foregoing, has directly or indirectly (i) made, accepted, promised, or authorized the giving of any unlawful payment to/from any foreign or domestic government officials or employees or to/from any foreign or domestic political parties or campaigns, or to/from any private third parties, or otherwise violated any provisions of any applicable anti-bribery Laws, including without limitation the FCPA or the Bribery Act, or (ii) taken any action or engaged in any conduct, activity or practice for or on behalf of Ensco or any of its Subsidiaries that would otherwise constitute a violation of or an offence under any applicable anti-bribery Laws, including the FCPA and the Bribery Act, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA.  In the past five years, Ensco has maintained policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance with anti-bribery Laws.  Neither Ensco nor any of its Subsidiaries, nor, to the knowledge of Ensco, any director, officer or employee of Ensco or any Subsidiary of Ensco, are, or in the past five years have been, subject to any actual, pending, or, to Ensco’s knowledge, threatened civil, criminal, or administrative actions or governmental investigations, inquiries or enforcement actions, or made any voluntary disclosures to any governmental authority, involving Ensco or any Subsidiary of Ensco relating to alleged violations of applicable anti-bribery Laws, including the FCPA and the Bribery Act.
 
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Section 4.22                              Export Controls and Sanctions .
 
(a)                                  Neither (i) Ensco, any of its Subsidiaries, or any employee, officer, or director of Ensco or any of its Subsidiaries nor (ii) to Ensco’s knowledge, any Representative of any of the foregoing, (A) is currently or has been within the past five years the target of Trade Sanctions (including by being designated on the list of Specially Designated Nationals and Blocked Persons or on any other sanctions list maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty’s Treasury or direct or indirect ownership or control by one or more designated parties), or is or has been within the past five years operating, organized or resident in a country or territory that itself is the target of Trade Sanctions (currently, Crimea, Cuba, Iran, North Korea and Syria); or (B) has, directly or, to the knowledge of Ensco, indirectly, participated in the past five years in any prohibited or unlawful transaction or dealing involving a person or entity that is the target of Trade Sanctions, or with any person or entity operating, organized, or resident in a country or territory that is the target of Trade Sanctions.
 
(b)                                  In the past five years, each of Ensco, Ensco’s Subsidiaries and, to Ensco’s knowledge, their respective affiliates (i) has conducted its business in compliance with all applicable Trade Sanctions and Export Control Laws in all material respects; (ii) have obtained, and are in compliance in all material respects with, all required export and import licenses, license exceptions and other consents, notices, approvals, orders, permits, authorizations, declarations, classifications and filings with any Governmental Entity required for the import, export and re-export of products, software and technology; and (iii) has maintained and enforces policies and procedures that are reasonably designed to ensure, and that are reasonably expected to continue to ensure, continued compliance therewith.
 
Section 4.23                              Derivatives .  Section 4.23 of the Ensco Disclosure Schedule contains a complete and correct schedule of all material Derivative Transactions entered into by Ensco or any of its Subsidiaries or for the account of any of their respective customers as of the date hereof.
 
Section 4.24                              Takeover Statutes .  There are no “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state or other anti-takeover Laws and regulations applicable to Ensco, the Ensco Class A Ordinary Shares, the Transaction or any other transactions contemplated by this Agreement.
 
Section 4.25                              Information Supplied .  The information supplied or to be supplied by Ensco for inclusion in the Registration Statement provided for in Section 5.18(d)  shall not, at the time the Registration Statement is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Ensco with respect to statements made or incorporated by reference therein based on information supplied by Rowan in writing expressly for inclusion therein.  The information supplied or to be supplied by Ensco for inclusion in the Proxy Statement (including, for the avoidance of any doubt, the Scheme Document) will not, at the time the Proxy Statement is first mailed to Ensco Shareholders and at
 
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the time of any meeting of Ensco Shareholders to be held in connection with the issuance of the New Ensco Shares, the Scheme Meeting and the Rowan GM to be held in connection with the Transaction, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Ensco with respect to statements made or incorporated by reference therein based on information supplied by Rowan in writing expressly for inclusion therein.  The Registration Statement and the Proxy Statement (solely with respect to the portion thereof relating to the Ensco Shareholder Meeting but excluding any portion thereof based on information supplied by Rowan in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Ensco) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder and any applicable provisions of the Companies Act.
 
Section 4.26                              No Additional Representations .
 
(a)                                  Ensco acknowledges that Rowan does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Article III or in any certificate delivered by Rowan to Ensco in accordance with the terms hereof, and specifically (but without limiting the generality of the foregoing) that Rowan makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered or made available to Ensco, any of its affiliates or any of their respective officers, directors, employees or Representatives of future revenues, results of operations (or any component thereof), cash flows or financial condition (or any component thereof) of Rowan and its Subsidiaries or (ii) the future business and operations of Rowan and its Subsidiaries, and Ensco has not relied on such information or any other representations or warranties not set forth in Article III .
 
(b)                                  Ensco has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of Rowan and its Subsidiaries and acknowledges that Ensco has been provided access for such purposes.  Except for the representations and warranties expressly set forth in Article III or in any certificate delivered to Ensco by Rowan in accordance with the terms hereof, in entering into this Agreement, Ensco has relied solely upon its independent investigation and analysis of Rowan and Rowan’s Subsidiaries, and Ensco acknowledges and agrees that it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made by Rowan, its Subsidiaries, or any of their respective affiliates, shareholders, controlling persons or Representatives that are not expressly set forth in Article III or in any certificate delivered to Ensco by Rowan, whether or not such representations, warranties or statements were made in writing or orally.  Ensco acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III or in any certificate delivered by Rowan to Ensco (i) Rowan does not make, and has not made, any representations or warranties relating to itself or its business or otherwise in connection with the transactions contemplated hereby and Ensco is not relying on any representation or warranty except for those expressly set forth in this Agreement, (ii) no person has been authorized by Rowan to make any representation or warranty relating to itself or its business or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty may not be relied upon by Ensco as having been authorized by Rowan and (iii) any estimates, projections, predictions, data,
 
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financial information, memoranda, presentations or any other materials or information provided or addressed to Ensco, any of its affiliates or any of their respective officers, directors, employees or Representatives are not and shall not be deemed to be or include representations or warranties of Rowan unless any such materials or information is the subject of any express representation or warranty set forth in Article III .
 
ARTICLE V. 

COVENANTS AND AGREEMENTS
 
Section 5.1                                     Conduct of Business .
 
(a)                                  From and after the date hereof until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “ Termination Date ”), and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Rowan and its Subsidiaries and Ensco and its Subsidiaries, as applicable, (ii) with the prior written consent of Rowan or Ensco with respect to the business of Ensco and its Subsidiaries and Rowan and its Subsidiaries, respectively (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.1(a)  of the Rowan Disclosure Schedule or Section 5.1(a)  of the Ensco Disclosure Schedule, as applicable, each of Rowan and Ensco covenants and agrees that the business of Rowan and its Subsidiaries and of Ensco and its Subsidiaries, respectively, shall be conducted in the ordinary course of business consistent with past practice, and Rowan and its Subsidiaries and Ensco and its Subsidiaries shall use, and Rowan and Ensco shall cause their respective Subsidiaries to use, commercially reasonable efforts to preserve intact their respective present lines of business and business organization, minimize the incurrence of or exposure to liabilities for which adequate reserves have not been established or maintained or for which adequate insurance coverage or third-party indemnification rights are unavailable and, in any case, which would reasonably be expected to result in a Rowan Material Adverse Effect or an Ensco Adverse Effect, as applicable, maintain their respective rights, franchises and Permits, preserve their respective relationships and goodwill with customers and suppliers and keep available the services of its current officers and key employees; provided , however , that no action by Rowan and its Subsidiaries or Ensco and its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.1(b)  shall be deemed a breach of this sentence unless such action would constitute a breach of such provision of Section 5.1(b) .
 
(b)                                  Rowan agrees with Ensco, on behalf of itself and its Subsidiaries, and Ensco agrees with Rowan, on behalf of itself and its Subsidiaries, that from the date hereof and prior to the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Rowan and its Subsidiaries and Ensco and its Subsidiaries, as applicable, (ii) with the prior written consent of Rowan or Ensco with respect to the business of Ensco and its Subsidiaries and Rowan and its Subsidiaries, respectively (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as may be expressly contemplated or required by this Agreement (including with respect to the Scheme of Arrangement) or (iv) as set
 
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forth in Section 5.1(b)  of the Rowan Disclosure Schedule or Section 5.1(b)  of the Ensco Disclosure Schedule, as applicable, each of Rowan and Ensco:
 
(i)                                      shall not amend or modify its articles of association, and shall not permit any of its Subsidiaries to adopt any amendments or modifications to its articles of association, certificate of incorporation or bylaws or similar applicable organizational documents, other than, in the case of wholly owned Subsidiaries, in connection with internal restructurings among such Subsidiaries;
 
(ii)                                   shall not, and shall not permit any of its Subsidiaries to, split, combine or reclassify any of its capital stock (excluding, in the case of Ensco, the Consolidation) or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except for any such transaction by a wholly owned Subsidiary which remains a wholly owned Subsidiary after consummation of such transaction;
 
(iii)                                shall not, and shall not permit any of its Subsidiaries that is not directly or indirectly wholly owned to, authorize, make, declare or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of Rowan or Ensco, as applicable, or their respective Subsidiaries), except (A) dividends or distributions by any Subsidiaries only to Rowan or Ensco, as applicable, or to any wholly owned Subsidiary of Rowan or Ensco, as applicable, in the ordinary course of business consistent with past practice, (B) dividends or distributions by any non-wholly owned Subsidiary or joint venture that are consistent with past practice or required under such entity’s organizational documents in effect on the date of this Agreement, and (C) in the case of Ensco only, quarterly cash dividends or distributions on the Ensco Ordinary Shares of not more than $0.01 per share per quarter, consistent with past practice as to timing of declaration, record date and payment date of such quarterly dividend;
 
(iv)                               shall not, and shall not permit any of its Subsidiaries to, adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, other than the Transaction and other than any liquidations, dissolutions, mergers, consolidations, restructurings or reorganizations solely among Rowan or Ensco, as applicable, and their respective Subsidiaries or among Rowan’s or Ensco’s respective Subsidiaries, or take any action with respect to any securities owned by such person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transaction;
 
(v)                                  shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make any loans, advances or capital contributions to, or investments in, any other person with a value in excess of $30.0 million in the aggregate, except (A) any loan, advance or capital contribution to or investment in a joint venture, partnership or similar entity in which a Party acquires an equity interest in connection with the initiation of operations of a particular rig or rigs or in a particular jurisdiction where such Party does not currently operate; provided , that such loan, advance, capital contribution or investment shall not exceed $30.0 million in the aggregate and be related to a single investment opportunity or (B) as made in connection with any transaction among (1) in the case of Rowan, (x) Rowan and its wholly owned Subsidiaries, (y) Rowan’s wholly owned Subsidiaries, or (z) Rowan or any
 
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of its wholly owned Subsidiaries and a joint venture to which it is a party (so long as made in the ordinary course of business and consistent with past practice, or contemplated under the organizational documents of the applicable joint venture to which it is a party), or (2) in the case of Ensco, (x) Ensco and its wholly owned Subsidiaries, (y) Ensco’s wholly owned Subsidiaries or (z) Ensco or any of its wholly owned Subsidiaries and a joint venture to which it is a party (so long as made in the ordinary course of business and consistent with past practice, or contemplated under the organizational documents of the applicable joint venture); provided , however , that Rowan or Ensco shall not, and shall not permit any of its Subsidiaries to, make any acquisition of any other person or business or make loans, advances or capital contributions to, or investments in, any other person that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transaction;
 
(vi)                               shall not, and shall not permit any of its Subsidiaries to, sell, lease, license, transfer, exchange or swap, or otherwise dispose of or encumber (x) any properties or non-cash assets with a value in excess of $30.0 million in the aggregate, except (A) sales, transfers and dispositions of obsolete, surplus or worthless equipment, (B) sales, transfers and dispositions of assets in the ordinary course of business consistent with past practice, or (C) sales, leases, transfers or other dispositions made in connection with any transaction among (1) in the case of Rowan, Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries, or (2) in the case of Ensco, Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries or (y) in the case of Rowan only, any equity interests in the ARO JV;
 
(vii)                            shall not, and shall not permit any of its Subsidiaries to, authorize any capital expenditures in excess of $50.0 million in the aggregate, except for (A) expenditures made in the ordinary course of business and consistent with past practice or (B) expenditures made in response to any emergency, whether caused by war, terrorism, weather events, public health events, outages, operational incidents or otherwise;
 
(viii)                         except in the ordinary course of business and consistent with past practice, or as required under the terms of any Benefit Plan or other contract entered into prior to the date of this Agreement, shall not, and shall not permit any of its Subsidiaries to, (A) enter into, establish, adopt, materially amend or modify, or terminate any Collective Bargaining Agreement or material Benefit Plan, (B) materially increase the compensation or increase the severance entitlements of any of the current or former directors or officers of Rowan or Ensco, as applicable, (C) pay or award, or commit to pay or award, any bonuses or incentive compensation to any officer or director of Rowan or Ensco, as applicable, (D) enter into any new or modify any existing employment, severance, termination, retention or change in control agreement with any current or former directors or officers of Rowan or Ensco, as applicable, (E) accelerate the time of payment or vesting of any material rights or benefits under any material Benefit Plan, (F) fund any rabbi trust or similar arrangement with respect to any material Benefit Plan, (G) grant or materially amend any awards under the Rowan Stock Plans or Ensco Stock Plans, as applicable (which new awards, even if made in the ordinary course of business shall not contain any terms or conditions providing for automatic vesting or acceleration in connection with the consummation of the transactions contemplated by this Agreement), (H) change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or applicable Law, (I) hire or terminate the
 
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employment or services of (other than for cause) any officer or director of Rowan or Ensco, as applicable, except that if any officer is terminated for cause, death, resignation or disability, Rowan or Ensco, as applicable, may hire a replacement officer, or (J) waive any post-employment restrictive covenant with any of the current or former directors or officers of Rowan or Ensco, as applicable, except in connection with the replacement thereof in a manner consistent with this Agreement;
 
(ix)                               shall not, and shall not permit any of its Subsidiaries to, materially change financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or other applicable accounting standards, SEC rule or policy or applicable Law;
 
(x)                                  shall not, and shall not permit any of its Subsidiaries to establish any Rights Plan or grant any Rights or to issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of its capital stock or other ownership interest in Rowan or Ensco, as applicable, or any of their respective Subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, other than (A) issuances of Rowan Ordinary Shares or Ensco Ordinary Shares under the Rowan Stock Plans and Ensco Stock Plans, as applicable, to the extent not prohibited by subsection (viii)  above or in respect of the exercise, vesting or settlement of any Rowan Equity Awards or Ensco Equity Awards, as applicable, outstanding on the date of this Agreement or granted in accordance with the terms of this Agreement, (B) the vesting of Rowan Ordinary Shares or Ensco Ordinary Shares or for withholding of Taxes with respect to any Rowan Equity Awards or Ensco Equity Awards, as applicable, to the extent provided by the terms of such awards or (C) for transactions among (1) in the case of Rowan, Rowan and its wholly owned Subsidiaries or among Rowan’s wholly owned Subsidiaries or (2) in the case of Ensco, Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries;
 
(xi)                               shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, purchase, redeem or otherwise acquire any shares of the capital stock of any of them or any rights, warrants or options to acquire any such shares, except for transactions among (1) in the case of Rowan, Rowan and its Subsidiaries or among Rowan’s wholly owned Subsidiaries or (2) in the case of Ensco, Ensco and its Subsidiaries or among Ensco’s wholly owned Subsidiaries;
 
(xii)                            shall not, and shall not permit any of its Subsidiaries to, incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money or any guarantee of such indebtedness, except (A) for any indebtedness incurred in the ordinary course of business consistent with past practice, (B) for any indebtedness among Rowan or Ensco, as applicable, and its wholly owned Subsidiaries or among such respective wholly owned Subsidiaries, (C) for any indebtedness incurred to replace, renew, extend, refinance or refund any existing indebtedness on substantially the same or more favorable terms to Rowan or Ensco, as applicable, than such existing indebtedness, and (D) for any guarantees by Rowan or Ensco of indebtedness of Subsidiaries or guarantees by such Subsidiaries of indebtedness of Rowan or Ensco, as applicable, or any Subsidiary of Rowan or Ensco, as applicable, which indebtedness is
 
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incurred in compliance with this Section 5.1(b) ; provided , however , that in the case of each of clauses (A) through (D) such indebtedness does not impose or result in any additional restrictions or limitations that would be material to Rowan or Ensco and its Subsidiaries other than any obligation to make payments on such indebtedness and other than any restrictions or limitations to which Rowan or Ensco or any Subsidiary is currently subject under the terms of any indebtedness outstanding as of the date hereof; provided, further , that, notwithstanding anything contained herein, the Rowan 2019 Senior Notes may be replaced, renewed, extended, redeemed or refunded (i) with the proceeds of any Permitted Refinancing Debt or (ii) with cash, in each case, at an amount up to the make-whole amount (including all accrued interest) as specified in the Rowan 2019 Senior Notes;
 
(xiii)                         shall not, and shall not permit any of its Subsidiaries to, (A) other than in the ordinary course of business consistent with past practice, modify or amend in any material respect, terminate or waive any material rights under any Rowan Material Contract or Ensco Material Contract, as applicable, (B) in the case of Rowan and its Subsidiaries only, modify, amend or terminate, or waive any material rights under, any Contract of the ARO JV, (C) other than in the ordinary course of business consistent with past practice, modify or amend in any material respect, or terminate or waive any material rights under any material Permit, or (D) other than in the ordinary course of business consistent with past practice, enter into any new contract which would be a Rowan Material Contract or Ensco Material Contract, as applicable, or which would reasonably be expected to, after the Effective Time, restrict or limit in any material respect Ensco or any of its affiliates from engaging in any business or competing in any geographic location with any person;
 
(xiv)                        shall not, and shall not permit any of its Subsidiaries to, waive, release, assign, settle or compromise any claim, action or proceeding, other than waivers, releases, assignments, settlements or compromises (A) that are equal to or less than the amounts specifically reserved with respect thereto on the balance sheet as of June 30, 2018 included in the Rowan SEC Documents or the Ensco SEC Documents, as applicable, or (B) that do not exceed $50.0 million in the aggregate and, in all cases, do not obligate it or any of its Subsidiaries to take any material action (other than make a payment) or impose any material restrictions on its business or the business of any of its Subsidiaries;
 
(xv)                           shall not, and shall not permit any of its Subsidiaries to, make, change or revoke any material Tax election; change any material Tax accounting method; file any material amended Tax Return; enter into any material Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement, advance pricing agreement or closing agreement (other than customary Tax indemnifications contained in ordinary course commercial agreements or arrangements that are not primarily related to Taxes); request any material Tax ruling; settle or compromise any material Tax proceeding; consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; change its jurisdiction of Tax residence; or surrender any claim for a material refund of Taxes;
 
(xvi)                        except as otherwise permitted by this Agreement, any refinancing permitted by sub-clause (xii)  above or for transactions (A) in the case of Rowan, between Rowan and its Subsidiaries or among Rowan’s Subsidiaries or (B) in the case of Ensco, between Ensco and its Subsidiaries or among Ensco’s Subsidiaries, shall not and shall not permit any of its
 
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Subsidiaries, to prepay, redeem, repurchase, defease, cancel or otherwise acquire any indebtedness or guarantees thereof of Rowan or Ensco, as applicable, or its Subsidiaries, other than (1) with respect to debt securities maturing prior to December 21, 2021, at or below par value, (2) at stated maturity or (3) any required amortization payments and mandatory prepayments (including mandatory prepayments arising from any change of control put rights to which holders of such indebtedness or guarantees thereof may be entitled), in each case in accordance with the terms of the instrument governing such indebtedness as in effect on the date hereof; and
 
(xvii)                     shall not, and shall not permit any of its Subsidiaries to, agree, authorize, consent, resolve or propose, in writing or otherwise, to take any of the foregoing actions that are prohibited pursuant to sub-clauses (i)  through (xvi)  of this Section 5.1 .
 
Section 5.2                                     Access .
 
(a)                                  For purposes of furthering the transactions contemplated hereby, each Party shall afford the other Party and (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives of such other Party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time and the Termination Date, to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, financing, operating, environmental and other data and information regarding such Party as the other Party may reasonably request.  Notwithstanding the foregoing, neither Party shall be required to afford such access if it would unreasonably disrupt the operations of such Party or any of its Subsidiaries, would cause a material violation of any agreement to which such Party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to such Party or any of its Subsidiaries or would constitute a violation of any applicable Law.  Neither Party, nor any of their respective officers, employees or Representatives, shall be permitted to perform any onsite procedures (including an onsite study or invasive testing or sampling) with respect to any property of either Party or any of their respective Subsidiaries without the prior written consent of the other Party (which shall not be unreasonably withheld, conditioned or delayed).
 
(b)                                  The Parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be governed in accordance with the confidentiality and non-disclosure agreement, dated as of April 26, 2018, between Rowan and Ensco, as amended (the “ Confidentiality Agreement ”), the term of which is hereby extended until the earlier to occur of (x) the Effective Time and (y) the first anniversary following the termination of this Agreement in accordance with Article VII .
 
Section 5.3                                     No Solicitation by Rowan .
 
(a)                                  Except as expressly permitted by this  Section 5.3 , Rowan shall, shall cause each of its affiliates and its and their respective officers, directors and employees to, and shall use reasonable best efforts to cause its and their respective agents, financial advisors, investment bankers, attorneys, accountants and other representatives (a person’s officers, directors,
 
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employees, agents, financial advisors, investment bankers, attorneys, accountants and other representatives being collectively its “ Representatives ”) to: (i) immediately cease any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to or may reasonably be expected to lead to a Rowan Takeover Proposal, and promptly instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any person that has executed a confidentiality or non-disclosure agreement within the 12-month period prior to the date of this Agreement in connection with any actual or potential Rowan Takeover Proposal to return or destroy all such information or documents or material incorporating confidential information in the possession of such person or its Representatives and (ii) until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII , not, directly or indirectly, (1) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, a Rowan Takeover Proposal, (2) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with or for the purpose of encouraging or facilitating, a Rowan Takeover Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this Section 5.3 and to limit its conversation or other communication exclusively to such referral), or (3) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or nonbinding) with respect to a Rowan Takeover Proposal.  Except to the extent necessary to take any actions that Rowan or any third party would otherwise be permitted to take pursuant to this  Section 5.3   (and in such case only in accordance with the terms hereof), (A) except in the event that the Rowan Board of Directors has determined in good faith after consultation with Rowan’s outside legal counsel that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Rowan Board of Directors under applicable Law with respect to any standstill or confidentiality provision in any agreement to which Rowan or any of its Subsidiaries is a party as of the date hereof, Rowan and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in any agreement to which Rowan or any of its Subsidiaries is a party or (y) any confidentiality provision in any agreement to which Rowan or any of its Subsidiaries is a party other than, with respect to this clause (y), any waiver, amendment, modification or permission under a confidentiality provision that does not, and would not be reasonably likely to, facilitate, encourage or relate in any way to a Rowan Takeover Proposal or a potential Rowan Takeover Proposal and (B) Rowan shall, and shall cause its Subsidiaries to, enforce the confidentiality and standstill provisions of any such agreement (including by exercising any right to require a recipient of confidential information to cease use of, return or destroy such information), and Rowan shall, and shall cause its Subsidiaries to, immediately take all steps within their power necessary to terminate any waiver that may have been heretofore granted, to any person other than Ensco or any of Ensco’s affiliates, under any such provisions.
 
(b)                                  Notwithstanding anything to the contrary contained in Section 5.3(a) , if at any time from and after the date of this Agreement and prior to obtaining the Rowan Shareholder Approval, Rowan or any of its Subsidiaries, or any of its or their Representatives, directly or indirectly receives a bona fide, unsolicited written Rowan Takeover Proposal from any person
 
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that did not result from Rowan’s, its affiliates’ or Rowan’s or its affiliates’ Representatives’ failure to comply with the provisions of Section 5.3(a)  and if the Board of Directors of Rowan determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Rowan Takeover Proposal constitutes or would reasonably be expected to lead to a Rowan Superior Proposal, then Rowan and any of its Subsidiaries, and any of its or their Representatives, may, directly or indirectly, (i) furnish, pursuant to a Rowan Acceptable Confidentiality Agreement, information (including non-public information) with respect to Rowan and its Subsidiaries, and afford access to the business, properties, assets, employees, officers, contracts, books and records of Rowan and its Subsidiaries, to the person who has made such Rowan Takeover Proposal and its Representatives and potential sources of financing;  provided that Rowan shall substantially concurrently with the delivery to such person provide to Ensco any non-public information concerning Rowan or any of its Subsidiaries that is provided or made available to such person or its Representatives unless such non-public information has been previously provided or made available to Ensco, (ii) seek to clarify and understand the terms and conditions of any Rowan Takeover Proposal (or amended proposal) solely to determine whether such Rowan Takeover Proposal constitutes or would be reasonable expected to lead to a Rowan Superior Proposal, and (iii) engage in or otherwise participate in discussions or negotiations with the person making such Rowan Takeover Proposal and its Representatives and potential sources of financing regarding such Rowan Takeover Proposal.  As used herein, “ Rowan Acceptable Confidentiality Agreement ” means any customary confidentiality agreement that contains provisions that are no less restrictive to the third party executing such agreement than those applicable to Ensco that are contained in the Confidentiality Agreement (including standstill restrictions); provided that such confidentiality agreement shall not prohibit compliance by Rowan with any of the provisions of this Section 5.3 .
 
(c)                                   Rowan shall promptly (and in no event later than 24 hours after receipt) notify, orally and in writing, Ensco after receipt by Rowan or any of its Subsidiaries, or any of its or their Representatives, of any Rowan Takeover Proposal, including of the identity of the person making the Rowan Takeover Proposal and the material terms and conditions thereof, and shall promptly (and in no event later than 24 hours after receipt) provide unredacted copies to Ensco of any written proposals, indications of interest, and/or draft agreements relating to such Rowan Takeover Proposal.  Rowan shall keep Ensco reasonably informed, on a prompt basis, as to the status of (including changes to any material terms of, and any other material developments with respect to) such Rowan Takeover Proposal (including by promptly (and in no event later than 24 hours after receipt) providing to Ensco unredacted copies of any additional or revised written proposals, indications of interest, and/or draft agreements relating to such Rowan Takeover Proposal).  Rowan agrees that it and its Subsidiaries will not enter into any agreement with any person subsequent to the date of this Agreement which prohibits Rowan from providing any information to Ensco in accordance with this  Section 5.3 .
 
(d)                                  Except as expressly permitted by this  Section 5.3(d) , Section 5.3(e)  or Section 5.3(f) , or where required in order to implement the Transaction by way of an Offer made in accordance with Section 5.18 , neither the Board of Directors of Rowan nor any committee thereof shall (i) (A) withhold, withdraw or modify in a manner adverse to Ensco the Rowan Board Recommendation or fail to make the Rowan Board Recommendation in accordance with Section 5.5(a)(xi)  (or, in the period prior to publication of the Scheme Document, publicly change, withdraw or modify its intention and expectation that it will give such recommendation),
 
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(B) fail to reiterate the Rowan Board Recommendation (or, in the period prior to publication of the Scheme Document, fail to publicly reiterate its intention and expectation that it will give the Rowan Board Recommendation) within five business days after a written request by Ensco, (C) take any formal action or make any recommendation or public statement in connection with a Rowan Takeover Proposal (other than a recommendation against such Rowan Takeover Proposal or a customary “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, in each case that includes a reaffirmation of the Rowan Board Recommendation) (it being understood that the Board of Directors of Rowan may refrain from taking a position with respect to such Rowan Takeover Proposal until the close of business as of the tenth business day after the commencement of such Rowan Takeover Proposal pursuant to Rule 14d-9(f) under the Exchange Act without such action being considered a Rowan Adverse Recommendation Change), (D) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, to Rowan Shareholders a Rowan Takeover Proposal or (E) fail to publicly recommend against a publicly announced Rowan Takeover Proposal (it being understood that the Board of Directors of Rowan may refrain from taking a position with respect to such Rowan Takeover Proposal until the close of business as of the tenth business day after the commencement of such Rowan Takeover Proposal pursuant to Rule 14d-9(f) under the Exchange Act without such action being considered a Rowan Adverse Recommendation Change) (any action described in this clause (i) being referred to as a “ Rowan Adverse Recommendation Change ”), or (ii) authorize, cause or permit Rowan or any of its Subsidiaries to enter into any letter of intent, agreement, commitment or agreement in principle with respect to any Rowan Takeover Proposal (other than a Rowan Acceptable Confidentiality Agreement entered into in accordance with  Section 5.3(b) ).  Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Rowan Shareholder Approval is obtained, the Board of Directors of Rowan may make a Rowan Adverse Recommendation Change if, after receiving a bona fide, unsolicited Rowan Takeover Proposal that did not result from a breach of  Section 5.3 , the Board of Directors of Rowan has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that (A) such Rowan Takeover Proposal constitutes a Rowan Superior Proposal and (B) in light of such Rowan Takeover Proposal, the failure to take such action would be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of Rowan under applicable Law;  provided ,  however , that, prior to making such Rowan Adverse Recommendation Change, (1) Rowan has given Ensco at least four business days’ prior written notice of its intention to take such action (which notice shall specify the material terms and conditions of any such Rowan Superior Proposal) and has contemporaneously provided to Ensco a copy of the Rowan Superior Proposal, a copy of any proposed transaction agreements with the person making such Rowan Superior Proposal and a copy of any financing commitments relating thereto (or, if not provided in writing to Rowan, a written summary of the material terms thereof), (2) Rowan has negotiated, and has caused its Representatives to negotiate, in good faith with Ensco during such notice period, to the extent Ensco wishes to negotiate, to enable Ensco to propose revisions to the terms of this Agreement such that it would cause such Rowan Superior Proposal to no longer constitute a Rowan Superior Proposal, (3) following the end of such notice period, the Board of Directors of Rowan shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Ensco, and shall have determined, after consultation with its outside financial advisors and outside legal counsel, that the Rowan Superior Proposal would nevertheless continue to constitute a Rowan Superior Proposal if the revisions proposed by Ensco were to be given effect,
 
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and (4) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such Rowan Superior Proposal, Rowan shall, in each case, have delivered to Ensco an additional notice consistent with that described in clause (1) above of this proviso and a new notice period under clause (1) of this proviso shall commence (except that the four business day notice period referred to in clause (1) above of this proviso shall instead be equal to the longer of (x) two business days and (y) the period remaining under the notice period under clause (1) of this proviso immediately prior to the delivery of such additional notice under this clause (4)) during which time Rowan shall be required to comply with the requirements of this  Section 5.3(d)  anew with respect to such additional notice, including clauses (1) through (4) above of this proviso; and provided further that Rowan has complied in all material respects with its obligations under this  Section 5.3 .
 
(e)                                   Nothing in this Agreement shall prohibit the Board of Directors of Rowan, prior to the time the Rowan Shareholder Approval is obtained, from making a Rowan Adverse Recommendation Change in response to an Intervening Event if the Board of Directors of Rowan has determined in good faith, after consultation with its outside financial advisers and outside legal counsel, that the failure of the Board of Directors of Rowan to make such a Rowan Adverse Recommendation Change would be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of Rowan under applicable Law; provided , however , that, prior to making such Rowan Adverse Recommendation Change, (A) Rowan has given Ensco at least four business days’ prior written notice of its intention to take such action, which notice shall specify the reasons therefor, (B) Rowan has negotiated, and has caused its Representatives to negotiate, in good faith with Ensco during such notice period, to the extent Ensco wishes to negotiate, to enable Ensco to propose revisions to the terms of this Agreement such that it would permit the Board of Directors of Rowan not to make a Rowan Adverse Recommendation Change pursuant to this Section 5.3(e) , and (C) following the end of such notice period, the Board of Directors of Rowan shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Ensco, and shall have determined, after consultation with its outside financial advisors and outside legal counsel, that the failure to make a Rowan Adverse Recommendation Change continues to be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of Rowan under applicable Law.
 
(f)                                    Nothing contained in this  Section 5.3  shall prohibit Rowan or the Board of Directors of Rowan from (x) taking and disclosing to the Rowan Shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or from making any “stop, look and listen” communication or any other similar disclosure to the Rowan Shareholders pursuant to Rule 14d-9(f) under the Exchange Act or (y) making any disclosure to the Rowan Shareholders if, in the reasonable determination in good faith of the Board of Directors of Rowan, after consultation with outside legal counsel, the failure to make such disclosure would be reasonably likely to be inconsistent with their duties under applicable Law or that such disclosure is otherwise required by Law or if, in each case, in the reasonable determination in good faith of the Board of Directors of Rowan, after consultation with outside legal counsel, the failure so to disclose would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law or obligations under applicable federal securities Law of the Board of Directors of Rowan;  provided that, with respect to each of clause (x) and clause (y), any such position or disclosure (other than any “stop, look and listen” communication that includes a reaffirmation of the Rowan Board Recommendation) shall be deemed to be a Rowan
 
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Adverse Recommendation Change unless the Board of Directors of Rowan expressly and concurrently reaffirms the Rowan Board Recommendation.
 
Section 5.4                                     No Solicitation by Ensco .
 
(a)                                  Except as expressly permitted by this  Section 5.4 , Ensco shall, shall cause each of its affiliates and its and their respective officers, directors and employees to, and shall use reasonable best efforts to cause its and their Representatives to: (i) immediately cease any solicitation, knowing encouragement, discussions or negotiations with any persons that may be ongoing with respect to or may reasonably be expected to lead to an Ensco Takeover Proposal, and promptly instruct (to the extent it has contractual authority to do so and has not already done so prior to the date of this Agreement) or otherwise request, any person that has executed a confidentiality or non-disclosure agreement within the 12-month period prior to the date of this Agreement in connection with any actual or potential Ensco Takeover Proposal to return or destroy all such information or documents or material incorporating confidential information in the possession of such person or its Representatives and (ii) until the Effective Time or, if earlier, the termination of this Agreement in accordance with Article VII , not, directly or indirectly, (1) solicit, initiate or knowingly facilitate or knowingly encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Ensco Takeover Proposal, (2) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with or for the purpose of encouraging or facilitating, an Ensco Takeover Proposal (other than, solely in response to an unsolicited inquiry, to refer the inquiring person to this  Section 5.4  and to limit its conversation or other communication exclusively to such referral), or (3) approve, recommend or enter into, or propose to approve, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Ensco Takeover Proposal.  Except to the extent necessary to take any actions that Ensco or any third party would otherwise be permitted to take pursuant to this  Section 5.4   (and in such case only in accordance with the terms hereof), (A) except in the event the Ensco Board of Directors has determined in good faith after consultation with Ensco’s outside legal counsel that the failure to take such action would be reasonably likely to constitute a breach of the fiduciary duties of the members of the Ensco Board of Directors under applicable Law with respect to any standstill or confidentiality provision in any agreement to which Ensco or any of its Subsidiaries is a party as of the date hereof, Ensco and its Subsidiaries shall not release any third party from, or waive, amend or modify any provision of, or grant permission under, (x) any standstill provision in any agreement to which Ensco or any of its Subsidiaries is a party or (y) any confidentiality provision in any agreement to which Ensco or any of its Subsidiaries is a party other than, with respect to this clause (y), any waiver, amendment, modification or permission under a confidentiality provision that does not, and would not be reasonably likely to, facilitate, encourage or relate in any way to an Ensco Takeover Proposal or a potential Ensco Takeover Proposal and (B) Ensco shall, and shall cause its Subsidiaries to, enforce the confidentiality and standstill provisions of any such agreement (including by exercising any right to require a recipient of confidential information to cease use of, return or destroy such information), and Ensco shall, and shall cause its Subsidiaries to, immediately take all steps within their power necessary to terminate any waiver that may have been heretofore granted, to any person other than Rowan or any of Rowan’s affiliates, under any such provisions.
 
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(b)                                  Notwithstanding anything to the contrary contained in  Section 5.4(a) , if at any time from and after the date of this Agreement and prior to the passing of the resolution referred to in clause (a) of the definition of Ensco Shareholder Resolutions, Ensco or any of its Subsidiaries, or any of its or their Representatives, directly or indirectly receives a bona fide, unsolicited written Ensco Takeover Proposal from any person that did not result from Ensco’s, its affiliates’ or Ensco’s or its affiliates’ Representatives’ failure to comply with the provisions of Section 5.4(a)  and if the Board of Directors of Ensco determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Ensco Takeover Proposal constitutes or would reasonably be expected to lead to an Ensco Superior Proposal, then Ensco and any of its Subsidiaries, and any of its or their Representatives, may, directly or indirectly, (i) furnish, pursuant to an Ensco Acceptable Confidentiality Agreement, information (including non-public information) with respect to Ensco and its Subsidiaries, and afford access to the business, properties, assets, employees, officers, contracts, books and records of Ensco and its Subsidiaries, to the person who has made such Ensco Takeover Proposal and its Representatives and potential sources of financing;  provided that Ensco shall substantially concurrently with the delivery to such person provide to Rowan any non-public information concerning Ensco or any of its Subsidiaries that is provided or made available to such person or its Representatives unless such non-public information has been previously provided or made available to Rowan, (ii) seek to clarify and understand the terms and conditions of any Ensco Takeover Proposal (or amended proposal) solely to determine whether such Ensco Takeover Proposal constitutes or would be reasonable expected to lead to an Ensco Superior Proposal, and (iii) engage in or otherwise participate in discussions or negotiations with the person making such Ensco Takeover Proposal and its Representatives and potential sources of financing regarding such Ensco Takeover Proposal.  As used herein, “ Ensco Acceptable Confidentiality Agreement ” means any customary confidentiality agreement that contains provisions that are no less restrictive to the third party executing such agreement than those applicable to Rowan that are contained in the Confidentiality Agreement (including standstill restrictions); provided that such confidentiality agreement shall not prohibit compliance by Ensco with any of the provisions of this Section 5.4 .
 
(c)                                   Ensco shall promptly (and in no event later than 24 hours after receipt) notify, orally and in writing, Rowan after receipt by Ensco or any of its Subsidiaries, or any of its or their Representatives, of any Ensco Takeover Proposal, including of the identity of the person making the Ensco Takeover Proposal and the material terms and conditions thereof, and shall promptly (and in no event later than 24 hours after receipt) provide unredacted copies to Rowan of any written proposals, indications of interest, and/or draft agreements relating to such Ensco Takeover Proposal.  Ensco shall keep Rowan reasonably informed, on a prompt basis, as to the status of (including changes to any material terms of, and any other material developments with respect to) such Ensco Takeover Proposal (including by promptly (and in no event later than 24 hours after receipt) providing to Rowan unredacted copies of any additional or revised written proposals, indications of interest, and/or draft agreements relating to such Ensco Takeover Proposal).  Ensco agrees that it and its Subsidiaries will not enter into any agreement with any person subsequent to the date of this Agreement which prohibits Ensco from providing any information to Rowan in accordance with this  Section 5.4 .
 
(d)                                  Except as expressly permitted by this  Section 5.4(d) , Section 5.4(e)  or Section 5.4(f) , or where required in order to implement the Transaction by way of an Offer made in accordance with Section 5.18 , neither the Board of Directors of Ensco nor any committee thereof
 
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shall (i) (A) withhold, withdraw or modify in a manner adverse to Rowan the Ensco Board Recommendation, (B) fail to reiterate the Ensco Board Recommendation within five business days after a written request by Rowan, (C) take any formal action or make any recommendation or public statement in connection with an Ensco Takeover Proposal (other than a recommendation against such Ensco Takeover Proposal or a customary “stop, look and listen” communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, in each case that includes a reaffirmation of the Ensco Board Recommendation) (it being understood that the Board of Directors of Ensco may refrain from taking a position with respect to such Ensco Takeover Proposal until the close of business as of the tenth business day after the commencement of such Ensco Takeover Proposal pursuant to Rule 14d-9(f) under the Exchange Act without such action being considered an Ensco Adverse Recommendation Change), (D) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, to Ensco Shareholders an Ensco Takeover Proposal or (E) fail to publicly recommend against a publicly announced Ensco Takeover Proposal (it being understood that the Board of Directors of Ensco may refrain from taking a position with respect to such Ensco Takeover Proposal until the close of business as of the tenth business day after the commencement of such Ensco Takeover Proposal pursuant to Rule 14d-9(f) under the Exchange Act without such action being considered an Ensco Adverse Recommendation Change) (any action described in this clause (i) being referred to as a “ Ensco Adverse Recommendation Change ”), or (ii) authorize, cause or permit Ensco or any of its Subsidiaries to enter into any letter of intent, agreement, commitment or agreement in principle with respect to any Ensco Takeover Proposal (other than an Ensco Acceptable Confidentiality Agreement entered into in accordance with  Section 5.4(b) ).  Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions is passed, the Board of Directors of Ensco may make an Ensco Adverse Recommendation Change if, after receiving a bona fide, unsolicited Ensco Takeover Proposal that did not result from a breach of  Section 5.4 , the Board of Directors of Ensco has determined in good faith, after consultation with its outside financial advisors and outside legal counsel, that (A) such Ensco Takeover Proposal constitutes an Ensco Superior Proposal and (B) in light of such Ensco Takeover Proposal, the failure to take such action would be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of Ensco under applicable Law;  provided ,  however , that, prior to making such Ensco Adverse Recommendation Change, (1) Ensco has given Rowan at least four business days’ prior written notice of its intention to take such action (which notice shall specify the material terms and conditions of any such Ensco Superior Proposal) and has contemporaneously provided to Rowan a copy of the Ensco Superior Proposal, a copy of any proposed transaction agreements with the person making such Ensco Superior Proposal and a copy of any financing commitments relating thereto (or, if not provided in writing to Ensco, a written summary of the material terms thereof), (2) Ensco has negotiated, and has caused its Representatives to negotiate, in good faith with Rowan during such notice period, to the extent Rowan wishes to negotiate, to enable Rowan to propose revisions to the terms of this Agreement such that it would cause such Ensco Superior Proposal to no longer constitute an Ensco Superior Proposal, (3) following the end of such notice period, the Board of Directors of Ensco shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Rowan, and shall have determined, after consultation with its outside financial advisors and outside legal counsel, that the Ensco Superior Proposal would nevertheless continue to constitute an Ensco Superior Proposal if the revisions proposed by
 
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Rowan were to be given effect, and (4) in the event of any change to any of the financial terms (including the form, amount and timing of payment of consideration) or any other material terms of such Ensco Superior Proposal, Ensco shall, in each case, have delivered to Rowan an additional notice consistent with that described in clause (1) above of this proviso and a new notice period under clause (1) of this proviso shall commence (except that the four business day notice period referred to in clause (1) above of this proviso shall instead be equal to the longer of (x) two business days and (y) the period remaining under the notice period under clause (1) of this proviso immediately prior to the delivery of such additional notice under this clause (4)) during which time Ensco shall be required to comply with the requirements of this  Section 5.4(d)  anew with respect to such additional notice, including clauses (1) through (4) above of this proviso; and provided further that Ensco has complied in all material respects with its obligations under this  Section 5.4 .
 
(e)                                   Nothing in this Agreement shall prohibit or restrict the Board of Directors of Ensco, prior to the passing of the resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions, from making an Ensco Adverse Recommendation Change in response to an Intervening Event if the Board of Directors of Ensco has determined in good faith, after consultation with its outside financial advisers and outside legal counsel, that the failure of the Board of Directors of Ensco to make an Ensco Adverse Recommendation Change would be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of Ensco under applicable Law; provided , however , that, prior to making such Ensco Adverse Recommendation Change, (A) Ensco has given Rowan at least four business days’ prior written notice of its intention to take such action, which notice shall specify the reasons therefor, (B) Ensco has negotiated, and has caused its Representatives to negotiate, in good faith with Rowan during such notice period, to the extent Rowan wishes to negotiate, to enable Rowan to propose revisions to the terms of this Agreement such that it would permit the Board of Directors of Ensco not to make an Ensco Adverse Recommendation Change pursuant to this Section 5.4(e) , and (C) following the end of such notice period, the Board of Directors of Ensco shall have considered in good faith any revisions to the terms of this Agreement proposed in writing by Rowan, and shall have determined, after consultation with its outside financial advisors and outside legal counsel, that the failure to make an Ensco Adverse Recommendation Change continues to be reasonably likely to be inconsistent with the fiduciary duties of the Board of Directors of Ensco under applicable Law.
 
(f)                                    Nothing contained in this  Section 5.4 shall prohibit Ensco or the Board of Directors of Ensco from (x) taking and disclosing to the Ensco Shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or from making any “stop, look and listen” communication or any other similar disclosure to the Ensco Shareholders pursuant to Rule 14d-9(f) under the Exchange Act or (y) making any disclosure to the Ensco Shareholders if, in the reasonable determination in good faith of the Board of Directors of Ensco, after consultation with outside legal counsel, the failure to make such disclosure would be reasonably likely to be inconsistent with their duties under applicable Law or that such disclosure is otherwise required by Law or if, in each case, in the reasonable determination in good faith of the Board of Directors of Ensco, after consultation with outside legal counsel, the failure so to disclose would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law or obligations under applicable federal securities Law of the Board of Directors of Ensco;  provided that, with respect to each of clause (x) and clause (y), any such position or
 
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disclosure (other than any “stop, look and listen” communication that includes a reaffirmation of the Ensco Board Recommendation) shall be deemed to be an Ensco Adverse Recommendation Change unless the Board of Directors of Ensco expressly and concurrently reaffirms the Ensco Board Recommendation.
 
Section 5.5                                     Responsibilities of Rowan in Respect of the Scheme of Arrangement .
 
(a)                                  Rowan shall:
 
(i)                                      prepare as soon as reasonably practicable following the date hereof the shareholder document (or the relevant sections of the Proxy Statement comprising the scheme document), incorporating the Scheme of Arrangement (the “ Scheme Document ”), in accordance with applicable Laws, and all other documentation reasonably necessary to effect the Scheme of Arrangement and to convene the Rowan GM and Scheme Meeting;
 
(ii)                                   consult with Ensco as to the form and content of the Scheme Document and seek the approval of Ensco (such approval not to be unreasonably withheld, conditioned or delayed) to the content of the Scheme Document (excluding information in relation to Rowan, any of Rowan’s Subsidiaries or directors and excluding the terms of the Scheme of Arrangement, which shall be in all material respects in the form set out in Annex II subject to any amendment that the Parties agree in accordance with Section 5.8(b) );
 
(iii)                                afford Ensco reasonably sufficient time to consider the Scheme Document in order to give its approval and take into consideration all comments proposed by Ensco;
 
(iv)                               not finalize or post the Scheme Document to the Rowan Shareholders unless Rowan has first obtained the prior written approval of Ensco (such approval not to be unreasonably withheld, conditioned or delayed);
 
(v)                                  provide Ensco with drafts of the forms of proxy for use by the Rowan Shareholders at the Rowan GM and the Scheme Meeting (the “ Forms of Proxy ”), all the necessary evidence and pleadings in relation to the Scheme of Arrangement (the “ Court Documentation ”) and any supplemental circular or document required to be published or submitted to the Court in connection with the Scheme of Arrangement or any variation or amendment to the Scheme of Arrangement (a “ Scheme Supplemental Document ”), in each case prepared in accordance with applicable Laws and customary practice;
 
(vi)                               afford Ensco reasonably sufficient time to consider all such documents detailed in clause (v)  above and take into consideration all comments proposed by Ensco;
 
(vii)                            for the purpose of implementing the Scheme of Arrangement, instruct a barrister (of senior counsel standing) and provide Ensco and its advisers with the opportunity to attend any meetings with such barrister to discuss matters pertaining to the Scheme of Arrangement and any issues arising in connection with it (except to the extent the barrister is to advise on matters relating to the fiduciary duties of the directors of Rowan or otherwise in circumstances where a conflict has arisen between the interests of Rowan and Ensco);
 
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(viii)                         as promptly as reasonably practicable, notify Ensco of any matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document or the Court Documentation;
 
(ix)                               as promptly as reasonably practicable, make all necessary applications to the Court in connection with the implementation of the Scheme of Arrangement (including applying to the Court for leave to convene the Scheme Meeting and settling with the Court the Scheme Document, the Forms of Proxy and any Scheme Supplemental Document and taking such other steps as may be required or desirable in connection with such applications, in each case as promptly as reasonably practicable), and use its reasonable best efforts so as to ensure that the hearing of such proceedings occurs as promptly as practicable in order to facilitate the dispatch of the Scheme Document and any Scheme Supplemental Document and seek such directions of the Court as it considers necessary or desirable in connection with the Scheme Meeting;
 
(x)                                  procure the publication of the advertisements required by applicable Law and dispatch of the Scheme Document, the Forms of Proxy and any Scheme Supplemental Document to Rowan Shareholders on the Register of Members of Rowan on the record date as agreed with the Court, as promptly as reasonably practicable after the approval of the Court to dispatch the documents being obtained, and thereafter shall publish and/or post such other documents and information (the form of which shall be agreed between the Parties) as the Court may approve or direct from time to time in connection with the implementation of the Scheme of Arrangement in accordance with applicable Law as promptly as reasonably practicable after the approval of the Court to publish or post such documents being obtained;
 
(xi)                               unless the Board of Directors of Rowan has effected a Rowan Adverse Recommendation Change pursuant to and in accordance with Section 5.3 , procure that the Scheme Document includes the Rowan Board Recommendation;
 
(xii)                            include in the Scheme Document a notice convening the Rowan GM to be held immediately following the Scheme Meeting to consider and, if thought fit, approve the Rowan Shareholder Resolutions and it will convene the Scheme Meeting and the Rowan GM for the date that is as soon after the date of the dispatch of the Scheme Document as is permissible under applicable Laws and the Rowan Articles of Association (subject only to Section 5.6 );
 
(xiii)                         call, convene, hold and conduct the Scheme Meeting and the Rowan GM in compliance with this Agreement, the Rowan Articles of Association and applicable Laws and permit up to four representatives of Ensco and/or its financial and legal advisers to attend and observe the Scheme Meeting and the Rowan GM;
 
(xiv)                        prior to the Scheme Meeting, keep Ensco informed on a regular basis in the two weeks prior to the Scheme Meeting of the number of valid proxy votes received in respect of resolutions to be proposed at the Scheme Meeting and/or the Rowan GM (with the number of valid proxy votes for and against being separately identified in respect of each resolution), and in any event provide such number as soon as reasonably practicable following a request by Ensco or its Representatives and, unless the Board of Directors of Rowan has effected a Rowan Adverse Recommendation Change, conduct any proxy solicitation exercise and
 
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undertake any other steps as may reasonably be requested by Ensco to assist in obtaining the Rowan Shareholder Approval;
 
(xv)                           except as required by applicable Law or the Court or pursuant to Section 5.8(a) , not postpone or adjourn the Scheme Meeting and/or the Rowan GM; provided, however , that Rowan may, without the consent of Ensco and only in accordance with the Rowan Articles of Association and applicable Law, adjourn or postpone the Scheme Meeting and/or the Rowan GM (i) in the case of adjournment, if requested by the Rowan Shareholders (on a poll) to do so, provided that the adjournment resolution was not proposed, procured or instigated by or on behalf of Rowan or any of its officers, directors, employees, agents or other Representatives, (ii) to the extent reasonably necessary to ensure that any required supplement or amendment to the Scheme Document is provided to the Rowan Shareholders or to permit dissemination of information which is material to the Rowan Shareholders voting at the Scheme Meeting and/or the Rowan GM, but only for so long as the Board of Directors of Rowan have determined in good faith, that such action is reasonably necessary or advisable to give the Rowan Shareholders sufficient time to evaluate any such disclosure or information so provided or disseminated, or (iii) if, as of the time for which the Scheme Meeting or the Rowan GM is scheduled (as set forth in the Scheme Document), there are insufficient Rowan Ordinary Shares represented (either in person or by proxy) (a) to constitute a quorum necessary to conduct the business of the Scheme Meeting or the Rowan GM, but only until a meeting can be held at which there are a sufficient number of Rowan Ordinary Shares represented to constitute a quorum or (b) to obtain the Rowan Shareholder Approval, but only until a meeting can be held at which there are sufficient number of votes of the Rowan Shareholders to obtain the Rowan Shareholder Approval;
 
(xvi)                        not withdraw the Scheme of Arrangement or allow it to lapse without the prior written consent of Ensco;
 
(xvii)                     following the Scheme Meeting and Rowan GM, assuming the Scheme of Arrangement and Rowan Shareholder Resolutions are duly passed (including by the requisite majorities required under Part 26 of the Companies Act in the case of the Scheme Meeting) and all other Conditions are satisfied or, in the sole discretion of the applicable Party, waived where applicable (with the exception of the condition set out in Section 6.1(b) ), take all necessary steps on the part of Rowan to prepare and issue, serve and lodge all such court documents as are required to seek the sanction of the Court to the Scheme of Arrangement as soon as possible thereafter;
 
(xviii)                  give such undertakings as are required by the Court in connection with the Scheme of Arrangement as are reasonably and commercially necessary or desirable to implement the Scheme of Arrangement;
 
(xix)                        as soon as reasonably practicable after the Court Order is made, deliver the Court Order to the Registrar of Companies (and if, notwithstanding the provisions of Section 5.17 , such Court Order is determined to be subject to United Kingdom stamp duty, procure that the Court Order is duly stamped prior to the delivery of the Court Order to the Registrar of Companies);
 
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(xx)                           promptly provide Ensco with a certified copy of the resolutions passed at the Scheme Meeting, the Rowan Shareholder Resolutions and of each order of the Court (including the Court Order) once obtained; and
 
(xxi)                        subject to the foregoing, take any other action reasonably necessary to make the Scheme of Arrangement effective (it being acknowledged that this requirement shall not extend, in the event of a Rowan Adverse Recommendation Change, to obliging Rowan to convene or reconvene either the Scheme Meeting or the Rowan GM or conduct any proxy solicitation exercise).
 
Section 5.6                                     Responsibilities of Ensco in Respect of the Scheme of Arrangement .
 
(a)                                  Ensco shall:
 
(i)                                      instruct counsel to appear on its behalf at the Court hearing to sanction the Scheme of Arrangement and undertake to the Court to be bound by the terms of the Scheme of Arrangement (including the issuance of the New Ensco Shares pursuant thereto) insofar as it relates to Ensco, provided that this shall not oblige Ensco to waive any of the Conditions or treat them as satisfied;
 
(ii)                                   subject to the terms of this Agreement, afford all such cooperation and assistance as may reasonably be requested of it by Rowan in respect of the preparation and verification of any document required for the implementation of the Scheme of Arrangement, including the provision to Rowan of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Rowan may reasonably request (including for the purposes of preparing the Scheme Document or any Scheme Supplemental Document) and to do so in a timely manner;
 
(iii)                                review and provide comments (if any) in a reasonably timely manner on all such documentation submitted to it; and
 
(iv)                               as soon as reasonably practicable, notify Rowan of any matter of which it becomes aware which would reasonably be expected to materially delay or prevent filing of the Scheme Document or the Court Documentation.
 
Section 5.7                                     Joint Proxy Statement .
 
(a)                                  Subject to Section 5.5 , as promptly as reasonably practicable following the date of this Agreement, Ensco and Rowan shall take all action reasonably necessary to prepare, in accordance with applicable Law, the Ensco Organizational Documents and the Rowan Organizational Documents, as applicable, joint proxy materials which shall constitute (A) the Scheme Document, which shall also constitute the proxy statement relating to the Scheme Meeting and the Rowan GM for the purpose of passing the Rowan Shareholder Resolutions and (B) the proxy statement relating to a meeting of the Ensco Shareholders for the purpose of passing the Ensco Shareholder Resolutions (such joint proxy materials being the “ Proxy Statement ”).  Ensco shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance of the New Ensco Shares in the Transaction.  Ensco and Rowan shall furnish all information concerning Ensco and the Ensco
 
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Shareholders and Rowan and the Rowan Shareholders, respectively, as may be reasonably requested in connection with the Proxy Statement (or any supplement required thereto) and any such action as aforesaid.  No filing of, or amendment or supplement to, the Proxy Statement will be made by either Party without the other Party’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party a reasonable opportunity to review and comment thereon.  Each Party will advise the other Party promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other Party with copies of any written communication from the SEC or any state securities commission.  Each of Rowan and Ensco shall ensure (a) that the information provided by it for inclusion in the Proxy Statement (and any supplement required thereto) at the time of mailing thereof and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Rowan GM will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) that the Proxy Statement (and any supplement required thereto) at the time of mailing thereof and at the time of the Ensco Shareholder Meeting, the Scheme Meeting and the Rowan GM will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act.
 
(b)                                  As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, Ensco shall take all action necessary in accordance with applicable Laws and the Ensco Articles of Association to duly give notice of, convene and hold a meeting of the Ensco Shareholders for the purpose of passing the Ensco Shareholder Resolutions (the “ Ensco Shareholder Meeting ”) and (subject to Section 5.8(a) ) shall not postpone or adjourn the Ensco Shareholder Meeting except (i) to the extent required by applicable Law, (ii) if requested by the Ensco Shareholders (on a poll) to do so, provided that the adjournment resolution was not proposed, procured or instigated by or on behalf of Ensco or any of its officers, directors, employees, agents or other Representatives, (iii) if, as of the time for which the Ensco Shareholder Meeting is scheduled (as set forth in the Proxy Statement), there are insufficient Ensco Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Ensco Shareholder Meeting, but only until a meeting can be held at which there are a sufficient number of Ensco Ordinary Shares represented to constitute a quorum or (iv) to solicit additional proxies or votes for the approval of the allotment and issuance of the New Ensco Shares, but only until a meeting can be held at which there is a sufficient number of proxies or votes of the Ensco Shareholders to approve the allotment and issuance of the New Ensco Shares.
 
(c)                                   Unless the Board of Directors of Ensco has effected an Ensco Adverse Recommendation Change pursuant to and in accordance with Section 5.4, Ensco shall procure that the Proxy Statement includes the Ensco Board Recommendation.
 
(d)                                  Prior to the Ensco Shareholder Meeting, Ensco shall keep Rowan informed on a regular basis in the two weeks prior to the Ensco Shareholder Meeting of the number of valid proxy votes received in respect of resolutions to be proposed at the Ensco Shareholder Meeting (with the number of valid proxy votes for and against being separately identified in respect of each resolution), and in any event provide such number as soon as reasonably practicable following a request by Rowan or its Representatives and, unless the Board of Directors of Ensco
 
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has effected an Ensco Adverse Recommendation Change pursuant to and in accordance with Section 5.4 , conduct any proxy solicitation exercise and undertake any other steps as may reasonably be requested by Rowan to assist in obtaining the approval of the Ensco Shareholders to the Ensco Shareholder Resolutions.
 
Section 5.8                                     Mutual Provisions in Relation to the Scheme of Arrangement and the Meetings .
 
(a)                                  Notwithstanding anything to the contrary in this Agreement, Ensco and Rowan shall co-operate to schedule and convene the Ensco Shareholder Meeting and the Scheme Meeting and Rowan GM for the same date, it being understood and agreed that (i) in the event the Ensco Shareholder Meeting is adjourned or postponed, Rowan shall, in accordance with the Rowan Articles of Association, use its reasonable best efforts to adjourn or postpone the Scheme Meeting and the Rowan GM to the same date of the Ensco Shareholder Meeting, as so adjourned or postponed, (ii) in the event the Scheme Meeting or the Rowan GM is adjourned or postponed, Ensco shall, in accordance with the Ensco Articles of Association, use its reasonable best efforts to adjourn or postpone the Ensco Shareholder Meeting to the date of the Scheme Meeting or Rowan GM (whichever is the latest to occur, if they are not to be held on the same date), as so adjourned or postponed, and (iii) if, within five business days prior to any scheduled meeting date, the Board of Directors of Ensco or Rowan determines that failure to make an Ensco Adverse Recommendation Change or a Rowan Adverse Recommendation Change, as applicable, would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law, such Board of Directors shall be permitted to adjourn or postpone the Ensco Shareholder Meeting, the Scheme Meeting or the Rowan GM (including any postponements or adjournments thereof), as applicable, for up to five business days.
 
(b)                                  Ensco may at any time (and on more than one occasion) prior to the Scheme Meeting propose such amendments or modifications to the Scheme of Arrangement as it reasonably considers necessary or desirable for the purposes of procuring that all Rowan Ordinary Shares outstanding at the Effective Time shall be transferred from the Rowan Shareholders to Ensco or a DR Nominee and Rowan hereby agrees that it shall promptly (and in any event prior to the Scheme Meeting) make and carry into effect any amendments or modifications to the Scheme of Arrangement that are proposed by Ensco in accordance with this Section 5.8(b)  and shall take all such steps and do such things as are reasonably necessary or desirable including adjourning or postponing the Scheme Meeting and Rowan GM in order to give effect to such amendment or modification.  Subject and without prejudice to the foregoing, if Ensco or Rowan acting reasonably considers that an amendment should be made to the provisions of the Scheme of Arrangement in order to implement the Transaction in as efficient a manner as practicable or otherwise, it may notify the other Party and the Parties shall be obliged to consider and negotiate, acting reasonably and in good faith, such amendment ( provided, without prejudice to any matter specified in the first sentence in this Section 5.8(b) , that no Party shall be required to consider and negotiate in good faith any amendment that would materially and adversely affect it, its shareholders or the likelihood of consummation of the Transaction).
 
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Section 5.9                                     Reasonable Best Efforts; Regulatory Approvals .
 
(a)                                  Prior to the Closing, and subject to Section 5.5 through 5.8 and Section 5.18 , Rowan and Ensco shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to consummate and make effective the Transaction, including (i) the preparation and filing of all forms, registrations and notices required to be filed to consummate the Transaction and the provision of information in connection therewith, (ii) the satisfaction of the conditions to consummating the Transaction, (iii) taking all reasonable actions necessary to obtain (and cooperating with each other in obtaining) any consent, authorization, Order or approval of, or any exemption by, any third party, including any Governmental Entity (which actions shall include furnishing all information and documentary material required under the HSR Act or other antitrust, competition, foreign investment or similar Laws outside of the United States) required to be obtained or made by Rowan, Ensco or any of their respective Subsidiaries in connection with the Transaction or the taking of any action contemplated by this Agreement, and (iv) the execution and delivery of any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of this Agreement.  Additionally, Rowan and Ensco shall use reasonable best efforts to fulfill all conditions precedent to the Transaction and shall not take any action after the date of this Agreement that would reasonably be expected to materially delay the obtaining of, or result in not obtaining, any permission, approval or consent from any such Governmental Entity necessary to be obtained prior to Closing.  To the extent that transfers of any Permits issued by any Governmental Entity are required as a result of the execution of this Agreement or the consummation of the Transaction (including Permits required pursuant to Environmental Laws), the Parties hereto shall use reasonable best efforts to effect such transfers.
 
(b)                                  In furtherance and not in limitation of the other covenants contained in this Section 5.9 , each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made any and all undertakings necessary to resolve objections, if any, that any Relevant Authority may assert under the HSR Act and any other federal, state or foreign Law designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade or reduction of competition (collectively, “ Antitrust Laws ”) or that regulates foreign investment ( “ Foreign Investment Laws ”), with respect to this Agreement, and to avoid or eliminate each and every impediment under any Antitrust Law or Foreign Investment Laws that may be asserted by any Relevant Authority with respect to this Agreement, in each case, so as to enable the Closing to occur as promptly as practicable including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate order, or otherwise, the sale, divestiture or disposition of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries), other than, or related to, the ARO JV, (ii) creating, terminating, or divesting relationships, ventures, contractual rights or obligations of Ensco and Rowan or their respective Subsidiaries, other than the ARO JV and (iii) otherwise taking or committing to take any action that would limit Ensco’s or Rowan’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (including any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their
 
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respective Subsidiaries), other than, or related to, the ARO JV, in each case as may be required in order to obtain all approvals and consents required directly or indirectly under any Antitrust Law or Foreign Investment Laws, or to avoid the commencement of any action to prohibit the Closing of the Transaction under any Antitrust Law or Foreign Investment Laws, or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any action or proceeding seeking to prohibit the Closing or delay the Closing beyond the End Date, provided , however , that, notwithstanding the foregoing, neither Ensco nor Rowan shall be required to take, or agree to take, any actions under this Section 5.9 (i) that would reasonably be expected to, individually or in the aggregate, result in a one year loss of revenues as measured by fiscal year 2018 of more than $400.0 million on a combined basis for both Rowan and its Subsidiaries and Ensco and its Subsidiaries or (ii) with respect to its business or operations unless the effectiveness of such agreement or action is conditioned upon the Closing; provided further , however , that notwithstanding the foregoing, each of Ensco and Rowan reserves the right, for so long as there is mutual agreement between Ensco and Rowan to do so, to oppose any request or requirement of any Governmental Entity to sell, divest or otherwise dispose of any businesses, assets, equity interests, product lines or properties of Ensco and Rowan (or any of their respective Subsidiaries) or any equity interest in any joint venture held by Ensco and Rowan (or any of their respective Subsidiaries) prior to the End Date, including through litigation, if necessary.
 
(c)                                   Except as prohibited by applicable Law, Rowan and Ensco shall each keep the other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required consents, authorizations, Orders or approvals of, or any exemptions by, any Governmental Entity undertaken pursuant to the provisions of this Section 5.9 .  In that regard, prior to the Closing, each Party shall promptly consult with one another with respect to, and, except as prohibited by applicable Law, provide any necessary information with respect to (and, in the case of correspondence, provide the other Party (or its counsel) copies of), all filings made by such Party with any Governmental Entity or any other information supplied by such Party to, or correspondence with, a Governmental Entity in connection with this Agreement and the Transaction.  Each Party shall promptly inform the other Party, and if in writing, furnish the other Party (or its counsel) with copies of (or, in the case of oral communications, advise the other Party (or its counsel) orally of) any communication from any Governmental Entity regarding the Transaction, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed communication with any such Governmental Entity.  If any Party or any Representative of such Party receives a request for additional information or documentary material, or other request for information, from any Governmental Entity with respect to the Transaction, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with the other Party, an appropriate response in substantial compliance with such request.  Neither Party shall participate in any meeting or teleconference with any Governmental Entity where material issues would likely be discussed in connection with this Agreement and the Transaction unless, so long as reasonably practicable and permitted by applicable Law, it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Party the opportunity to attend and participate thereat.  Each Party shall furnish the other Party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any such Governmental Entity with respect to this Agreement and the Transaction, and furnish the other
 
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Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental Entity; provided , however , that materials provided pursuant to this Section 5.9 may be redacted (i) to remove references concerning the valuation of Rowan or Ensco and the Transaction or other confidential information, (ii) as necessary to comply with contractual arrangements, and (iii) as necessary to address reasonable privilege concerns.
 
(d)                                  Rowan and Ensco shall use reasonable best efforts to (i) file, as promptly as practicable, but in any event no later than ten business days after the date of this Agreement, all notifications required under the HSR Act; and (ii) make any other required foreign filings as promptly as practicable.  In the event that the Parties receive a request for information or documentary material pursuant to the HSR Act or other request for information from any Governmental Entity, the Parties will use their respective reasonable best efforts to respond to such request as promptly as practicable or as otherwise instructed by Ensco, and counsel for both Parties will closely cooperate during the entirety of any such response process.
 
(e)                                   In furtherance and not in limitation of the other covenants contained in this Section 5.9 , each of Ensco and Rowan shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under any applicable Laws to make, or cause to be made, a draft CFIUS Notice in accordance with 31 C.F.R. Part 800 and the DPA, and after prompt resolution of all questions and comments received from CFIUS on such draft, preparing and submitting the final CFIUS Notice, which shall in any event be made promptly after the date all questions and comments received from CFIUS on such draft have been resolved or after CFIUS staff shall have indicated to the Parties that it has no questions or comments.  Such reasonable best efforts shall also include providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review or investigation of the Transaction, within the time periods specified by 31 C.F.R. §800.403(a)(3), as modified by applicable provisions of FIRRMA, or otherwise specified by the CFIUS staff.  Each of Ensco and Rowan shall, in connection with the efforts to obtain the CFIUS Clearance, (i) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions; (ii) promptly inform the other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other Party of any such written communications, except for any exhibits to such communications providing the personal identifying information required by 31 C.F.R. §800.402(c)(6)(vi); and (iii) permit the other parties to review in advance any communication that it gives to, and consult with each other in advance of any meeting or teleconference with CFIUS, and to the extent not prohibited by CFIUS, give the other parties the opportunity to attend and participate in any meeting or teleconference with CFIUS, in each of clauses (i), (ii) and (iii) of this Section 5.9(e)  subject to confidentiality considerations contemplated by the DPA or required by CFIUS, or to preserve business confidential information.
 
(f)                                    Notwithstanding anything to the contrary contained herein, the Parties agree that they will jointly devise the strategy for all filings, notifications, submissions and communications
 
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in connection with any filing, notice, petition, statement, registration, submission of information, application or similar filing subject to this Section 5.9 .
 
Section 5.10                              Takeover Statutes .  If any “moratorium,” “control share acquisition,” “fair price,” “supermajority,” “affiliate transactions,” or “business combination statute or regulation” or other similar state or other anti-takeover Laws and regulations may become, or may purport to be, applicable to the Transaction or any other transactions contemplated hereby, each of Rowan and Ensco shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to eliminate or minimize the effects of such statute or regulation on the transactions contemplated hereby.
 
Section 5.11                              Public Announcements .  Rowan and Ensco shall use reasonable best efforts to develop a joint communications plan and each Party shall use reasonable best efforts to ensure that all press releases and other public statements with respect to the transactions contemplated hereby, to the extent they have not been previously issued or disclosed, shall be consistent with such joint communications plan.  Unless otherwise required by applicable Law or by obligations pursuant to any listing agreement with or rules of any securities exchange, each Party shall consult with each other before issuing any press release or public statement with respect to the Transaction and, subject to the requirements of applicable Law (in the reasonable determination in good faith of such Party, after consultation with outside legal counsel) or the rules of any securities exchange (in the reasonable determination in good faith of such Party, after consultation with outside legal counsel), shall not issue any such press release or public statement prior to such consultation.  Rowan and Ensco agree to issue a mutually acceptable initial joint press release announcing this Agreement.
 
Section 5.12                              Indemnification and Insurance .
 
(a)                                  Ensco agrees that, to the fullest extent permitted under applicable Law, all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, existing as at the date of this Agreement in favor of the current or former managers, directors, officers or employees, as the case may be, of Ensco, Rowan or their respective Subsidiaries as provided in their respective articles of association or other organizational documents or in any agreement or deed of indemnity shall survive the Transaction and shall continue in full force and effect in accordance with their terms.  For a period of six years from the Effective Time, to the fullest extent permitted under applicable Law, Ensco shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the articles of association or similar organizational documents of Ensco, Rowan and their respective Subsidiaries in effect as at the date of this Agreement or in any indemnification agreements of Ensco, Rowan or their respective Subsidiaries with any of their respective current or former directors, officers or employees in effect as at the date of this Agreement, and to the fullest extent permitted under applicable Law shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the organizational documents of Ensco, Rowan or their respective Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former managers, directors, officers or employees of Rowan or
 
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any of its Subsidiaries; provided , however , that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim.
 
(b)                                  Ensco shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former manager, director, officer or employee of Ensco, Rowan or any of their respective Subsidiaries and each person who served as a manager, director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of Ensco, Rowan or any of their respective Subsidiaries (each, together with such person’s heirs, executors or administrators, an “ Indemnified Party ”), in each case against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided , however , that the Indemnified Party to whom expenses are advanced provides an undertaking consistent with applicable Law and the Ensco Organizational Documents or Rowan Organizational Documents, as applicable, to repay such amounts if it is ultimately determined that such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “ Action ”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of any entity if such service was at the request or for the benefit of Ensco or Rowan).  In the event of any such Action, Ensco shall cooperate with the Indemnified Party in the defense of any such Action.
 
(c)                                   For a period of six years from the Effective Time, Ensco shall cause to be maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date hereof by Rowan and its Subsidiaries with respect to matters existing or arising on or before the Effective Time ( provided that Ensco may substitute these for policies with a carrier with reasonably comparable credit ratings to the existing carrier of at least the same coverage and amounts and containing terms and conditions that it reasonably considers are no less favorable to the insured); provided , however , that Ensco shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by Rowan prior to the date hereof in respect of the coverages (the “ Maximum Amount ”) required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount.  If Rowan or Ensco elects, then Rowan or Ensco, as applicable, may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such; provided that in no event shall the cost of such policy, if purchased by Rowan, exceed six times the Maximum Amount and, if such a “tail policy” is purchased, Ensco shall have no further obligations under this Section 5.12(c)  so long as such “tail policy” remains in full force and effect during the six-year period following the date hereof.
 
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(d)                                  Ensco shall, to the fullest extent permitted under applicable Law, pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.12 .
 
(e)                                   The rights of each Indemnified Party under this Section 5.12 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the articles of association or other organizational documents of Ensco, Rowan or any of their respective Subsidiaries or, any other indemnification arrangement, the Companies Act or otherwise.
 
(f)                                    The obligations of Ensco under this Section 5.12 shall not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 5.12 applies without the consent of such Indemnified Party.  It is expressly agreed that, notwithstanding any other provision of this Agreement that may be to the contrary, (i) the Indemnified Parties to whom this Section 5.12 applies shall be third-party beneficiaries of this Section 5.12 , and (ii) this Section 5.12 shall survive consummation of the Transaction and shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives against Ensco and its successors and assigns.
 
Section 5.13                              Control of Operations .  Without in any way limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (a) nothing contained in this Agreement shall give Rowan or Ensco, directly or indirectly, the right to control or direct the other Party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of Rowan and Ensco shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.
 
Section 5.14                              Section 16 Matters .  Prior to the Effective Time, Rowan and Ensco shall take all such steps as may be required to cause any dispositions of Rowan Ordinary Shares (including derivative securities with respect to Rowan Ordinary Shares) or acquisitions of Ensco Ordinary Shares (including derivative securities with respect to Ensco Ordinary Shares) resulting from the transactions contemplated by this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Rowan or will become subject to such reporting requirements with respect to Ensco, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
 
Section 5.15                              Transaction Litigation .  Each of Rowan and Ensco shall promptly notify and give the other Party the opportunity to participate in the defense or settlement of any shareholder litigation against Rowan and/or its directors or executive officers or Ensco and/or its directors or executive officers, as the case may be, relating to the transactions contemplated by this Agreement, including the Transaction.  Each of Rowan and Ensco agree that it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against Rowan or Ensco, as the case may be, or its directors, executive officers or similar persons by any shareholder of Rowan or Ensco, as the case may be, relating to this Agreement, the Transaction or any other transaction contemplated hereby without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed).
 
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Section 5.16                              Listing Matters .
 
(a)                                  Ensco shall use its reasonable best efforts to cause the New Ensco Shares to be issued in the Transaction and such other shares of Ensco to be reserved for issuance in connection with the Transaction (or, if the Consolidation is effected, the Consolidated Ensco Shares to which those New Ensco Shares correspond) to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date.
 
(b)                                  Each of Rowan and Ensco agrees to cooperate with the other Party in taking, or causing to be taken, all action necessary to delist the Rowan Ordinary Shares from the NYSE and terminate its registration under the Exchange Act, provided that such delisting and termination shall not be effective until the Effective Time.
 
Section 5.17                              United Kingdom Stamp Taxes .  (a) The Parties shall, as soon as reasonably practicable, apply for such written confirmations from HMRC in relation to United Kingdom stamp duty or stamp duty reserve tax ( “ SDRT ”) that DTC reasonably requests in connection with the issuance, delivery and/or future trading of the New Ensco Shares, and (b) Ensco shall apply for confirmation from HMRC that neither the Court Order nor any instrument of transfer transferring the Rowan Ordinary Shares held within DTC to any DR Nominee is subject to United Kingdom stamp duty or SDRT and that the only instrument or agreement subject to UK stamp duty or SDRT will be the stock transfer form(s) which transfer shares not held within DTC to Ensco.  For the avoidance of doubt, a failure to obtain any confirmations to be applied for pursuant to this Section 5.17 shall not constitute any breach of the obligations of any Party under this Agreement.  Rowan shall promptly provide Ensco with such information as it reasonably requests in order to fulfil its obligations under this Section 5.17 .
 
Section 5.18                              Scheme Implementation by Way of Offer .
 
(a)                                  Ensco may, upon receipt of the written consent of Rowan (in its sole discretion), elect to implement the Transaction by way of a contractual takeover offer (as defined in section 974 of the Companies Act) (the “ Offer ”), whether or not the Scheme Document has been published, provided that the Offer is made in accordance with the terms and conditions set out in this Agreement (with any additions, deletions, modifications or amendments to such terms and conditions as may be necessary as a result of a switch from the Scheme of Arrangement to the Offer) and provided that Ensco shall comply with clauses (b) through (d) below.  If the Parties agree to implement the Transaction by way of an Offer in accordance with this Section 5.18(a) , Section 5.5 and 5.6 shall cease to have any effect, and the terms and conditions set out in this Agreement shall be deemed to be modified or amended in so far as is necessary as a result of the switch from the Scheme of Arrangement to the Offer.
 
(b)                                  In the event that the Transaction is implemented by way of an Offer pursuant to and in accordance with clause (a) above, Ensco shall prepare the document to be dispatched to (amongst others) the Rowan Shareholders under which any Offer would be made (the “ Offer Document ”) and shall consult with Rowan in relation to the preparation thereof.  Ensco agrees to submit, or procure the submission of, drafts and revised drafts of the Offer Document to Rowan for review and comment and, where necessary, to discuss any comments with Rowan for the purposes of preparing revised drafts.  Ensco shall afford Rowan sufficient time to consider the drafts and revised drafts of the Offer Document and include in the Offer Document all comments reasonably proposed by Rowan.
 
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(c)                                   Rowan shall afford all such cooperation and assistance as may reasonably be requested of it by Ensco in respect of the preparation and verification of any document required for the implementation of the Offer, including the provision to Ensco of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors or employees as Ensco may reasonably request (including for the purposes of preparing the Offer Document or the Prospectus and any amendments or supplements to either the Offer Document or the Prospectus) and to do so in a timely manner; and shall review and provide comments (if any) in a reasonably timely manner on all such documentation submitted to it.
 
(d)                                  If the Transaction is implemented by way of an Offer pursuant to and in accordance with clause (a) above and such Offer is to be registered under the Securities Act, Ensco shall prepare a registration statement on Form S-4 with respect to the New Ensco Shares (the “ Registration Statement ”) and Ensco’s and Rowan’s obligations in clauses (b) and (c) above shall equally apply to the process for preparation of such Registration Statement.
 
(e)                                   If the Transaction is implemented by way of an Offer pursuant to and in accordance with clause (a) above:
 
(i)                                      the acceptance condition to the Offer shall be set at not less than 90% (or such lesser percentage as Rowan and Ensco may agree) of the Rowan Ordinary Shares to which the Offer relates;
 
(ii)                                   Ensco shall ensure that, unless the Parties agree otherwise in writing, the only conditions of the Offer shall be those set out in Article VI (the “ Conditions ”) (with any additions, deletions, modifications or amendments to such conditions as the Parties agree are necessary or desirable as a result of a switch from the Scheme of Arrangement to the Offer);
 
(iii)                                Ensco shall keep Rowan informed, on a regular basis and in any event as soon as reasonably practicable following a request by Rowan or its Representatives, of the number of Rowan Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their acceptance or withdrawal forms and the identity of such shareholders;
 
(iv)                               except where the Board of Directors of Rowan has effected a Rowan Adverse Recommendation Change pursuant to and in accordance with Section 5.3 , (A) the Board of Directors of Rowan shall duly and validly adopt a resolution declaring that the Board of Directors of Rowan has resolved that it will unanimously and unqualifiedly recommend that the Rowan Shareholders accept the Offer and such recommendation shall be deemed to be the Rowan Board Recommendation; (B) Rowan agrees that the Rowan Board Recommendation shall be included within the Offer Document; and (C) neither the Board of Directors of Rowan nor any committee thereof shall withhold, withdraw or modify in a manner adverse to Ensco the Rowan Board Recommendation; and
 
(v)                                  any failure to provide the Rowan Board Recommendation in accordance with clause (iv)  above shall be deemed to be a Rowan Adverse Recommendation Change.
 
(f)                                    In the event that the Transaction is implemented by way of an Offer pursuant to and in accordance with Section 5.18(a) , Ensco shall (i) prepare a prospectus in respect of the
 
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Offer (the “ Prospectus ”) in accordance with part VI of the Financial Services and Markets Act 2000 and the Prospectus Directive (2003/71/EC) and shall consult with Rowan in relation to the preparation thereof and (ii) subject to Rowan’s compliance with its obligations pursuant to clause (c) above, use its reasonable best efforts to obtain the final approval from the UK Financial Conduct Authority (or any successor thereof) of the Prospectus in connection with section 85 of the Financial Services and Markets Act 2000.
 
Section 5.19                              Securities Act Exemption .  For so long as the Transaction is being implemented by way of the Scheme of Arrangement, the Parties shall use their reasonable best efforts to cause the New Ensco Shares issued to Rowan Shareholders upon the Scheme of Arrangement becoming effective to be issued in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act and in reliance on exemptions from registration under state “blue sky” or securities laws.
 
Section 5.20                              Tax-Free Reorganization Treatment .
 
(a)                                  Ensco and Rowan intend that, for U.S. federal income tax purposes, the Transaction shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code.  From and after the execution of this Agreement through the Closing Date, each of Ensco and Rowan (i) shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to cause the Transaction to so qualify, including by using its reasonable best efforts in not taking or failing to take any action that would reasonably be expected to prevent or impede the Transaction from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, and (ii) shall use reasonable best efforts to execute certificates at such time or times as may be reasonably requested by Tax counsel to Rowan that are in form and substance acceptable to such Tax counsel, containing appropriate and customary representations to Tax counsel regarding facts as of the date of such certificate in connection with such Tax counsel’s delivery to Rowan of an opinion or opinions rendered in connection with the Transaction (including on the qualification of the Transaction as a “reorganization” within the meaning of Section 368(a) of the Code).  After the Closing, each of Ensco and Rowan shall file all Tax Returns consistent with, and take no position inconsistent with (whether in audits, Tax proceedings, Tax Returns, or otherwise), such “reorganization” treatment unless required to do so by applicable Law. For the avoidance of doubt, any action taken or not taken by Ensco or Rowan that is specifically required or contemplated by this Agreement to be, as applicable, taken or not taken shall not constitute a breach of this Section 5.20(a) .
 
(b)                                  Ensco and Rowan hereby adopt this Agreement as well as any other agreements entered into pursuant to this Agreement as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a).
 
Section 5.21                              Post-Closing Benefits Program .
 
(a)                                  The Parties agree to cooperate in good faith to establish a comprehensive employee benefits program for Rowan Employees and Ensco Employees as a collective group subject to Collective Bargaining Agreements that are in effect as of the date of this Agreement (the “ Post-Closing Benefits Program ”).  The Parties intend that the Post-Closing Benefits Program will equitably treat similarly situated Rowan Employees and Ensco Employees.
 
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(b)                                  With respect to any employee benefit plans established under the Post-Closing Benefits Program, Ensco shall (i) recognize all service of Rowan Employees and Ensco Employees with Rowan, Ensco or any of their respective Subsidiaries or predecessor entities, as the case may be, for purposes of determining eligibility to participate, vesting, accruals, and entitlement to benefits where length of service is relevant (other than benefit accruals under a defined benefit pension plan) to the extent such service is recognized under the corresponding Benefit Plan, (ii) use commercially reasonable efforts to seek to waive any pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements and (iii) use commercially reasonable efforts to provide credit for any co-payments and deductibles incurred prior to the Effective Time in the plan year in which the Effective Time occurs for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such employee benefit plans established under the Post-Closing Benefits Program that may apply as of or following the Effective Time.
 
(c)                                   Effective as of the day prior to the Closing Date but contingent upon the Closing, Rowan shall cause to be approved board resolutions terminating the Rowan Companies, Inc. Savings and Investment Plan (the “ Rowan 401(k) Plan ”) unless Ensco provides written notice to Rowan that the Rowan 401(k) Plan shall not be terminated.  Unless Ensco provides such written notice to Rowan, Rowan shall provide Ensco copies of such board resolutions.  Effective as of, or as soon as administratively practicable following, the Closing, each Rowan Employee shall be eligible to participate in a tax-qualified defined contribution plan established or designated by Ensco (the “ Ensco 401(k) Plan ”), subject to the terms and conditions of the Ensco 401(k) Plan. As soon as practicable after the Closing and to the extent not prohibited under applicable Law, Ensco shall take all action necessary to provide that each Rowan Employee may elect to rollover his or her full account balance (including cash, notes (in the case of loans) or a combination thereof) in the Rowan 401(k) Plan to the Ensco 401(k) Plan.
 
(d)                                  Except for any Assumed CiC Agreements, the CEO Employment Agreement, any grants made under the Rowan Retention Program through the Closing, and the Rowan Protection Plan, Rowan shall terminate all of its current severance plans, programs and policies on or prior to the Closing Date.  Effective for any employee terminations that occur from the Closing Date through the 12-month anniversary of the Closing Date, Ensco shall provide (or shall ensure that one or more of its affiliates provides) each onshore Rowan Employee that is employed as of the Closing Date and who is not otherwise subject to a change in control agreement, with severance benefits that are no less favorable in the aggregate than those described in the Rowan Retention Program (as and to the extent then applicable to any such individual) and the Rowan Protection Plan, a copy of each of which has been provided to Ensco prior to the date hereof.
 
(e)                                   Without limiting the generality of foregoing, nothing in this Section 5.21 , express or implied: (i) is intended to confer any rights, benefits or, remedies under this Agreement upon any person (including any Rowan Employee or Ensco Employee) to continued employment, service or any severance or other benefits from Rowan or Ensco or any of their respective affiliates; (ii) is intended to require any Party (or any affiliate thereof) to maintain any specific level of benefits for any Rowan Employees or Ensco Employees for any specific period of time; (iii) shall be construed as an amendment to any employee benefit plan or similar arrangement; or (iv) shall constitute a limitation on the Parties’ rights to amend, modify or terminate, either before or after the Closing, any employee benefit plan or similar arrangement.
 
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Section 5.22                              Cooperation .  Ensco and Rowan shall in good faith reasonably cooperate with each other (i) to arrange with commercial banks for an increase in the capacity of Ensco’s revolving credit facility or otherwise secure additional borrowing capacity as the Parties agree to be desirable to operate the business of Ensco following the Transaction and (ii) regarding any debt incurrence or refinancing transaction permitted by Section 5.1(b)(xii) .
 
Section 5.23                              Change in Control Arrangements .  As of the Effective Time, Ensco shall automatically assume each Change in Control Agreement listed on Section 5.23 of the Rowan Disclosure Schedule (the “ Assumed CiC Agreements ”) and, following the Effective Time, shall perform each Assumed CiC Agreement in the manner and to the extent that Rowan would have been required to perform such agreement had no assumption taken place.
 
ARTICLE VI. 

CONDITIONS TO THE TRANSACTION
 
Section 6.1                                     Conditions to Each Party’s Obligation to Effect the Transaction .  The respective obligations of each Party to effect the Transaction shall be subject to the fulfillment (or waiver by all Parties, to the extent permissible under applicable Law) at or prior to the Effective Time of the following conditions:
 
(a)                                  The Rowan Shareholder Approval shall have been obtained.
 
(b)                                  The Scheme of Arrangement shall have been sanctioned by the Court with or without modification (but subject to any such modification being acceptable to both Parties) and a copy of the Court Order shall have been delivered to the Registrar of Companies in England and Wales.
 
(c)                                   The resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions shall have been passed.
 
(d)                                  The New Ensco Shares (or, if the Consolidation is effected, the Consolidated Ensco Shares to which those New Ensco Shares correspond) shall have been approved for listing on the NYSE, subject to official notice of issuance.
 
(e)                                   No order, injunction, decree or other legal restraint by any court or other tribunal of competent jurisdiction or Governmental Entity shall have been entered and shall continue to be in effect and no Law shall have been adopted or be effective, in each case that prohibits, prevents, restrains or renders illegal the consummation of the Transaction.  No Governmental Entity shall have commenced and not withdrawn any proceeding seeking to enjoin, restrain or otherwise prohibit the consummation of the Transaction or any of the transactions contemplated by this Agreement.
 
(f)                                    All waiting periods applicable to the Transaction under the HSR Act, including any secondary acquisition notifications pursuant to 16 C.F.R. § 801.4, shall have expired or been terminated.
 
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(g)                                   All consents of, or filings with, the Governmental Entities set forth in Section 6.1(g)  of the Ensco Disclosure Schedule shall have been obtained and any applicable waiting period with respect thereto shall have expired or been terminated, as the case may be.
 
(h)                                  The CFIUS Clearance shall have been obtained and shall be in full force and effect.
 
Section 6.2                                     Conditions to Obligation of Rowan to Effect the Transaction .  The obligation of Rowan to effect the Transaction is further subject to the fulfillment (or waiver by Rowan) at or prior to the Effective Time of the following conditions:
 
(a)                                  The representations and warranties of Ensco set forth in (i) this Agreement (other than in Sections 4.1(c) , 4.1(d) , 4.2(a)  and 4.7(b) ) shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent that any such representation and warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such date), except where such failures to be so true and correct (without regard to “materiality,” Ensco Material Adverse Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have an Ensco Material Adverse Effect, (ii)  Sections 4.1(c) , 4.1(d)  and 4.2(a)  shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date  (except to the extent that any such representation and warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such date), except for any de minimis inaccuracies, and (iii)  Section 4.7(b)  shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date (except to the extent that any such representation and warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such date).
 
(b)                                  Ensco shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time.
 
(c)                                   Ensco shall have approved and adopted the Corporate Governance Policy, and the Corporate Governance Policy shall not have been amended, modified or terminated in contravention of Section 1.8(b) .
 
(d)                                  Ensco shall have delivered to Rowan a certificate, dated the Closing Date and signed by the Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.2(a) , Section 6.2(b)  and Section 6.2(c)  have been satisfied.
 
Section 6.3                                     Conditions to Obligation of Ensco to Effect the Transaction .  The obligation of Ensco to effect the Transaction is further subject to the fulfillment (or the waiver by Ensco) at or prior to the Effective Time of the following conditions:
 
(a)                                  The representations and warranties of Rowan set forth in (i) this Agreement (other than in Sections 3.1(c) , 3.1(d) , 3.2(a)  and 3.7(b) ) shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the
 
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Closing Date  (except to the extent that any such representation and warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such date), except where such failures to be so true and correct (without regard to “materiality,” Rowan Material Adverse Effect and similar qualifiers contained in such representations and warranties) would not, individually or in the aggregate, have a Rowan Material Adverse Effect, (ii)  Sections 3.1(c) , 3.1(d)  and 3.2(a)  shall be true and correct at and as of the date of this Agreement and, with the exception of Section 3.1(d)(ii) , at and as of the Closing Date as though made at and as of the Closing Date  (except to the extent that any such representation and warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such date), except for any de minimis inaccuracies, and (iii)  Section 3.7(b)  shall be true and correct both at and as of the date of this Agreement and at and as of the Closing Date as though made at and as of the Closing Date  (except to the extent that any such representation and warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such date).
 
(b)                                  Rowan shall have in all material respects performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time.
 
(c)                                   Rowan shall have delivered to Ensco a certificate, dated the Closing Date and signed by its Chief Executive Officer or another senior officer, certifying to the effect that the conditions set forth in Section 6.3(a)  and Section 6.3(b)  have been satisfied.
 
(d)                                  No Law shall have been adopted after the date hereof that would require or would be reasonably expected to result in (i) the dissolution of the ARO JV, (ii) the sale or other disposal of Rowan’s interest in the ARO JV to any person or (iii) the forfeiture or nationalization of Rowan’s equity interests in the ARO JV or the ARO JV’s assets.
 
Section 6.4                                     Frustration of Closing Conditions .  Neither Rowan nor Ensco may rely, either as a basis for not consummating the Transaction or terminating this Agreement and abandoning the Transaction, on the failure of any condition set forth in Section 6.1 , Section 6.2 or Section 6.3 , as the case may be, to be satisfied if such failure was caused by such Party’s willful and intentional material breach of any material provision of this Agreement.
 
ARTICLE VII. 
 
TERMINATION
 
Section 7.1                                     Termination or Abandonment .  Notwithstanding anything in this Agreement to the contrary, this Agreement may be terminated and the Transaction abandoned at any time prior to the Effective Time (notwithstanding that the Rowan Shareholder Approval and the resolution referred to in clause (a) of the definition of Ensco Shareholder Resolutions may have been obtained prior to such termination) by written notice of the terminating Party (acting through such Party’s Board of Directors) to the other Party:
 
(a)                                  by the mutual written consent of Rowan and Ensco;
 
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(b)                                  by either Rowan or Ensco, if the Transaction shall not have been consummated on or prior to twelve months after the date of this Agreement (the “ End Date ”); provided , however , that:
 
(i)                                      if all of the conditions to Closing, other than the conditions set forth in Section 6.1(f) , Section 6.1(g) , or Section 6.1(h) , shall have been satisfied or shall be capable of being satisfied at such time, the End Date may be extended by either Rowan or Ensco; or
 
(ii)                                   if all of the conditions to Closing shall have been satisfied or shall be capable of being satisfied at such time, but Rowan has not sought the sanction of the Scheme of Arrangement by the Court or has not delivered the Court Order to the Registrar of Companies in England and Wales to make the Scheme of Arrangement effective, the End Date may be extended by Ensco,
 
in both cases from time to time by written notice to the other Party up to a date not beyond sixteen months after the date of this Agreement, the latest of any of which dates shall thereafter be deemed to be the End Date; and provided further that the right to terminate this Agreement pursuant to this Section 7.1(b)  shall not be available to a Party if the failure of the Closing to occur by such date shall be due to the material breach by such Party of any representation, warranty, covenant or other agreement of such Party set forth in this Agreement;
 
(c)                                   by either Rowan or Ensco, if a court or other Governmental Entity of competent jurisdiction shall have issued an Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction and such Order shall have become final and nonappealable; provided , however , that the right to terminate this Agreement under this Section 7.1(c)  shall not be available to a Party if such Order was due to the failure of such Party to perform any of its obligations under this Agreement;
 
(d)                                  by either Rowan or Ensco, if the Scheme Meeting and the Rowan GM (including, in each case, any postponements or adjournments thereof) shall have been completed and the Rowan Shareholder Approval shall not have been obtained and the Parties have not agreed to implement the Transaction by way of an Offer in accordance with Section 5.18 within fifteen business days of the relevant meeting; provided , however , that the right to terminate this Agreement under this Section 7.1(d)  shall not be available to a Party where the failure to obtain the Rowan Shareholder Approval is proximately caused by the material breach by such Party of any covenant or other agreement of such Party set forth in this Agreement;
 
(e)                                   by either Rowan or Ensco, if the Ensco Shareholder Meeting (including any postponements or adjournments thereof) shall have been completed and the resolution referred to in clause (a)  of the definition of the Ensco Shareholder Resolutions shall not have been passed; provided , however , that the right to terminate this Agreement under this Section 7.1(e)  shall not be available to a Party where the failure to pass the relevant resolution is proximately caused by the material breach by such Party of any covenant or other agreement of such Party set forth in this Agreement;
 
(f)                                    by Rowan, if Ensco shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which
 
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breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.2(a)  or Section 6.2(b)  and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Ensco does not diligently attempt or ceases to diligently attempt to cure such breach or failure after receiving written notice from Rowan describing such breach or failure in reasonable detail ( provided that Rowan is not then in breach of any representation, warranty, covenant or other agreement contained herein such that the conditions set forth in Section 6.3(a)  and Section 6.3(b)  shall not be satisfied);
 
(g)                                   by Rowan, (i) in the event of an Ensco Adverse Recommendation Change occurring prior to the passing of the resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions or (ii) upon any Willful Breach by Ensco of its obligations under Section 5.4 ;
 
(h)                                  by Ensco, if Rowan shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) if it occurred or was continuing to occur on the Closing Date, would result in a failure of a condition set forth in Section 6.3(a)  or Section 6.3(b)  and (ii) by its nature, cannot be cured prior to the End Date or, if such breach or failure is capable of being cured by the End Date, Rowan does not diligently attempt or ceases to diligently attempt to cure such breach or failure after receiving written notice from Ensco describing such breach or failure in reasonable detail ( provided that Ensco is not then in breach of any representation, warranty, covenant or other agreement contained herein such that the conditions set forth in Section 6.2(a)  and Section 6.2(b)  shall not be satisfied);
 
(i)                                      by Ensco, (i) in the event of a Rowan Adverse Recommendation Change occurring prior to receipt of the Rowan Shareholder Approval or (ii) upon any Willful Breach by Rowan of its obligations under Section 5.3 ;
 
(j)                                     by either Rowan or Ensco, if the Court declines or refuses to sanction the Scheme of Arrangement (or an appeal of such decline or refusal by the Court is lost or abandoned), unless both Parties agree in writing either (i) that the decision of the Court shall be appealed, or (ii) to implement the Transaction by way of an Offer in accordance with Section 5.18 ;
 
(k)                                  subject to Rowan’s compliance with Section 5.3 , by Rowan at any time prior to the time Rowan Shareholder Approval is obtained, if (i) the Rowan Board of Directors authorizes Rowan to enter into one or more acquisition agreements with respect to a Rowan Superior Proposal; (ii) immediately prior to or substantially concurrently with the termination of this Agreement, Rowan enters into one or more acquisition agreements with respect to a Rowan Superior Proposal; and (iii) Rowan immediately prior to or substantially concurrently with such termination pays to Ensco or its designees the Termination Fee in accordance with Section 7.3(b) ; or
 
(l)                                      subject to Ensco’s compliance with Section 5.4 , by Ensco at any time prior to the passing of the resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions, if (i) the Ensco Board of Directors authorizes Ensco to enter into one or more acquisition agreements with respect to an Ensco Superior Proposal; (ii) immediately prior to or
 
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substantially concurrently with the termination of this Agreement, Ensco enters into one or more acquisition agreements with respect to an Ensco Superior Proposal; and (iii) Ensco immediately prior to or substantially concurrently with such termination pays to Rowan or its designees the Termination Fee in accordance with Section 7.3(d) .
 
Section 7.2                                     Effect of Termination .  In the event of termination of this Agreement pursuant to Section 7.1 , this Agreement shall terminate (except for the provisions of this Section 7.2 , Section 7.3 and Article VIII ), and there shall be no other liability on the part of Rowan or Ensco to the other except as provided in Section 7.3 and liability arising out of, or the result of, fraud or any Willful Breach of this Agreement occurring prior to termination or as provided for in the Confidentiality Agreement, in which case the aggrieved Party shall be entitled to all rights and remedies available at Law or in equity.
 
Section 7.3                                     Termination Fee; Expenses .
 
(a)                                  If this Agreement is terminated by Ensco pursuant to Section 7.1(h)  or Section 7.1(i) , Rowan shall pay to Ensco the Termination Fee by way of compensation, by wire transfer (to an account designed by Ensco) in immediately available funds on the day that is three business days after the date of termination of this Agreement.
 
(b)                                  If this Agreement is terminated by Rowan pursuant to Section 7.1(k) , Rowan shall pay to Ensco the Termination Fee by way of compensation, by wire transfer (to an account designated by Ensco) in immediately available funds immediately prior to or substantially concurrently with such termination.
 
(c)                                   If this Agreement is terminated by Rowan pursuant to Section 7.1(f)  or Section 7.1(g) , Ensco shall pay to Rowan the Termination Fee by way of compensation, by wire transfer (to an account designed by Rowan) in immediately available funds on the day that is three business days after the date of termination of this Agreement.
 
(d)                                  If this Agreement is terminated by Ensco pursuant to Section 7.1(l) , Ensco shall pay to Rowan the Termination Fee by way of compensation, by wire transfer (to an account designated by Rowan) in immediately available funds immediately prior to or substantially concurrently with such termination.
 
(e)                                   If this Agreement is terminated by Rowan or Ensco pursuant to Section 7.1(d) , Rowan shall as promptly as practicable (but in any event within three business days) pay to Ensco by wire transfer (to an account designed by Ensco) in immediately available funds $15,000,000 for costs, fees and expenses (including legal and other third party advisors fees and expenses) in connection with the transactions contemplated by this Agreement; provided , however, that the amount of any such payment under this Section 7.3(e)  shall be credited against any obligation of Rowan to pay the Termination Fee pursuant to this Section 7.3 .
 
(f)                                    If this Agreement is terminated by Rowan or Ensco pursuant to Section 7.1(e) , Ensco shall as promptly as practicable (but in any event within three business days) pay to Rowan by wire transfer (to an account designed by Rowan) in immediately available funds $15,000,000 for costs, fees and expenses (including legal and other third party advisors fees and expenses) in connection with the transactions contemplated by this Agreement; provided ,
 
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however , that the amount of any such payment under this Section 7.3(f)  shall be credited against any obligation of Rowan to pay the Termination Fee pursuant to this Section 7.3 .
 
(g)                                   “ Termination Fee ” shall mean a cash amount equal to $24,000,000.  Notwithstanding anything to the contrary in this Agreement, if the Termination Fee shall become due and payable in accordance with this Section 7.3 , from and after such termination and acceptance of payment of the Termination Fee by the Party entitled to the Termination Fee pursuant to and in accordance with this Section 7.3 , the Party paying the Termination Fee shall have no further liability of any kind for any reason in connection with this Agreement or the termination contemplated hereby other than as provided under this Section 7.3 , except in the case of fraud or a Willful Breach by such Party of this Agreement.  Each of the Parties hereto agrees and acknowledges that the Termination Fee is not a penalty and that it will not be entitled to argue that the Termination Fee is unenforceable or should be reduced in any manner, but rather liquidated damages in a reasonable amount that will compensate, and are proportionate to the legitimate interests of, a Party in the circumstances in which such Termination Fee is due and payable and which do not involve fraud or Willful Breach of this Agreement, in view of the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision.  In no event shall Rowan or Ensco be entitled to more than one payment of the Termination Fee in connection with a termination of this Agreement pursuant to which the Termination Fee is payable.
 
(h)                                  Each of Rowan and Ensco acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated hereby, and that, without these agreements, Rowan and Ensco would not enter into this Agreement.  Accordingly, if Rowan or Ensco fails to pay in a timely manner any amount due pursuant to this  Section 7.3 , then (i) Rowan or Ensco, as applicable, shall reimburse the Party entitled to such amounts for all costs and expenses (including disbursements and reasonable fees of counsel) incurred in the collection of such overdue amount, including in connection with any related Actions commenced and (ii) Rowan or Ensco, as applicable, shall pay to the Party entitled to such amounts interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made plus 2%.
 
(i)                                      The Termination Fee shall be inclusive of VAT.  The Parties anticipate, and shall take the position and use their reasonable best efforts to ensure that it is accepted for the relevant tax purposes, that the Termination Fee is outside the scope of VAT and is not treated for VAT purposes as consideration for a taxable supply.  If, however, the Termination Fee is treated by any tax authority in whole or part as the consideration for a taxable supply then (i) where the Termination Fee is determined to be the whole or part consideration for a taxable supply in respect of which the recipient of the Termination Fee (or the representative member of the VAT group of which that Party is a member) is liable to account for VAT, then to the extent that such VAT is recoverable from the relevant Tax authority by the payer of the Termination Fee (or such representative member), the amount of the Termination Fee shall be increased such that, less any such recoverable VAT in respect thereof, it equals the amount of the Termination Fee before taking into account any adjustment under this Section 7.3(i)  and (ii) where the Termination Fee
 
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is determined to be the whole or part consideration for a taxable supply in respect of which the payer of the Termination Fee (or the representative member of the VAT group of which that Party is a member) is liable to account for VAT, then to the extent that such VAT is recoverable from the relevant Tax authority by the payer of the Termination Fee (or such representative member), the amount of the Termination Fee shall be reduced (or the relevant part of the Termination Fee reimbursed) such that the aggregate amount of the adjusted Termination Fee and any irrecoverable VAT in respect thereof equals the amount of the Termination Fee before taking into account any adjustment under this Section 7.3(i) .  The Parties shall provide each other with such invoices, information, and assistance as shall be reasonably requested for the purposes of determining (to the reasonable satisfaction of both Parties) the amount of any adjustments which are required to be made pursuant to this Section 7.3(i) , and for the purposes of enabling the relevant Party to recover any VAT to which it is entitled to recover.  Any such additional amounts in respect of VAT shall be paid no later than the date falling 10 days before the date on which the Party receiving the Termination Fee (or the representative member of the VAT group of which that Party is a member) is liable to account for such VAT (the “ Due Date ”) or, if later, the date falling five days after the Party receiving the Termination Fee has notified the other Party in writing of the Due Date.
 
ARTICLE VIII. 
 
MISCELLANEOUS
 
Section 8.1                                     No Survival .  None of the representations, warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Transaction, except for: (a) the covenants and agreements of both Parties in Section 5.2(b) , Section 7.2 , Section 7.3 and this Article VIII ; (b) the covenants and agreements of Ensco in Section 1.8 and Section 5.12(d) ; and (c) any other covenants and agreements which contemplate performance after the Effective Time or otherwise expressly by their terms survive the Effective Time.
 
Section 8.2                                     Expenses .  Except as set forth in Section 7.3 , whether or not the Transaction is consummated, all costs and expenses incurred in connection with the Transaction, this Agreement and the transactions contemplated hereby shall be paid by the Party incurring or required to incur such expenses; provided , however , that each of Rowan and Ensco shall pay and bear one-half of all filing fees required under the HSR Act or for the CFIUS Notice or for other antitrust, competition, foreign investment or similar Laws outside of the United States.  Except as otherwise provided in this Agreement, all transfer, documentary, sales, use, stamp, registration and other substantially similar Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (collectively, “ Transfer Taxes ”) shall be paid by Ensco when due save for any VAT that is due on a Termination Fee to be paid by Rowan, and Ensco shall, at its own expense, file all necessary documentation with respect to all such Transfer Taxes.
 
Section 8.3                                     Counterparts; Effectiveness .  This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy, electronic delivery or otherwise) to the other Parties.  Signatures to this Agreement transmitted by facsimile
 
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transmission, by electronic mail in “portable document format” (“ .pdf ”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
 
Section 8.4                                     Governing Law .  This Agreement is to be governed by and construed in accordance with English law.  Any matter, claim or dispute arising out of or in connection with this Agreement, whether contractual or non-contractual, is to be governed by and determined in accordance with English law.  Notwithstanding the foregoing, any interpretation of the terms “Ensco Material Adverse Effect” or “Rowan Material Adverse Effect” and the determination of whether an Ensco Material Adverse Effect or Rowan Material Adverse Effect has occurred or whether an event, state of facts, circumstance, change, effect, development, occurrence or combination constitutes an Ensco Material Adverse Effect or Rowan Material Adverse Effect shall be construed and determined in accordance with the Laws of the State of Delaware.
 
Section 8.5                                     Jurisdiction; Remedies .  The courts of England are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, arising out of or in connection with this Agreement.  Any proceeding, suit or action arising out of or in connection with this Agreement or the negotiation, existence, validity or enforceability of this Agreement (“ Proceedings ”) shall be brought only in the courts of England.  Each Party waives (and agrees not to raise) any objection, on the ground of forum non conveniens or on any other ground, to the taking of Proceedings in the courts of England.  Each Party also agrees that a judgment against it in Proceedings brought in England shall be conclusive and binding upon it and may be enforced in any other jurisdiction.  Each Party irrevocably submits and agrees to submit to the jurisdiction of the courts of England.  No delay or omission by any Party in exercising any right, power or remedy provided by law or under this Agreement shall (i) affect that right, power or remedy; or (ii) operate as a waiver of it.  The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.  The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.  Without prejudice to any other rights and remedies which either Party may have, each Party acknowledges and agrees that damages may not be an adequate remedy for any breach by either Party of the provisions of this Agreement and either Party shall be entitled to seek the remedies of injunction, specific performance and other equitable remedies (and neither of the Parties shall contest the appropriateness or availability thereof), for any threatened or actual breach of any such provision of this Agreement by either Party and no proof or special damages shall be necessary for the enforcement by either Party of the rights under this Agreement.
 
Section 8.6                                     WAIVER OF JURY TRIAL .  EACH OF THE PARTIES HERETO TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ROWAN OR ENSCO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
 
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Section 8.7                                     Notices .  All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon personal delivery to the Party to be notified; (b) when received when sent by email by the Party to be notified, provided , however , that notice given by email shall not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of the other methods described in this Section 8.7 or (ii) the receiving Party delivers a written confirmation of receipt for such notice by email or any other method described in this Section 8.7 ; or (c) when delivered by a courier (with confirmation of delivery); in each case to the Party to be notified at the following address:

To Rowan:	
 	 	
Rowan Companies plc	
2800 Post Oak Blvd., Suite 5450	
Houston, Texas 77056-6189	
Attention:	Thomas P. Burke	
 	President and Chief Executive Officer	
 	 	
with copies (which shall not constitute notice) to:	
 	
Kirkland & Ellis LLP	
609 Main Street	
Houston, Texas 77002	
Attention:	Sean T. Wheeler, P.C.	
 	Douglas E. Bacon, P.C.	
 	Ryan D. Gorsche	
Email:	sean.wheeler@kirkland.com	
 	douglas.bacon@kirkland.com	
 	ryan.gorsche@kirkland.com	
 	 	
Kirkland & Ellis International LLP	
30 St Mary Ave	
London, EC3A 8AF	
Attention:	David Higgins	
 	David Holdsworth	
Email:	david.higgins@kirkland.com	
 	david.holdsworth@kirkland.com	
 	 	
To Ensco:	 	
 	 	
Ensco plc	
6 Chesterfield Gardens	
London, England W1J 5BQ	
Attention:	Michael T. McGuinty	
 	Senior Vice President — General Counsel and Secretary	
 
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with copies (which shall not constitute notice) to:	
 	
Gibson, Dunn & Crutcher LLP	
811 Main Street, Suite 3000	
Houston, Texas 77002	
Attention:	Tull R. Florey	
Email:	tflorey@gibsondunn.com	
 	 	
Slaughter and May	
One Bunhill Row	
London, United Kingdom EC1Y 8YY	
Attention:	Hywel Davies	
 	Christian Boney	
Email:	hywel.davies@slaughterandmay.com	
 	christian.boney@slaughterandmay.com	
 
or to such other address as any Party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated or personally delivered.  Any Party may notify any other Party of any changes to the address or any of the other details specified in this paragraph; provided , however , that such notification shall only be effective on the date specified in such notice or five business days after the notice is given, whichever is later.  Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.
 
Section 8.8                                     Assignment; Binding Effect .  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by a Party hereto without the prior written consent of the other Party.  Subject to the first sentence of this Section 8.8 , this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns.  Any purported assignment not permitted under this Section 8.8 shall be null and void.
 
Section 8.9                                     Severability .  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
 
Section 8.10                              Entire Agreement .  This Agreement together with the exhibits hereto, schedules hereto and the Confidentiality Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof, and, subject to Section 5.12 , this Agreement is not intended to grant standing to any person other than the Parties hereto.
 
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Section 8.11                              Amendments; Waivers .  At any time prior to the Effective Time, whether before or after receipt of the Rowan Shareholder Approval or the passing of the Ensco Shareholder Resolutions, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Rowan and Ensco; provided , however , that after receipt of the Rowan Shareholder Approval or the passing of the Ensco Shareholder Resolutions, if any such amendment or waiver shall by applicable Law or in accordance with the rules and regulations of the NYSE require further approval of the Rowan Shareholders or the Ensco Shareholders, as the case may be, the effectiveness of such amendment or waiver shall be subject to the approval of the Rowan Shareholders or the Ensco Shareholders, as the case may be.  Notwithstanding the foregoing, no failure or delay by any Party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.
 
Section 8.12                              Headings .  Headings of the Articles and Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretive effect whatsoever.  The table of contents to this Agreement is for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
 
Section 8.13                              No Third-Party Beneficiaries .
 
(a)                                  Each of Rowan and Ensco agrees that (i) their respective representations, warranties, covenants and agreements set forth herein are solely for the benefit of the other Party hereto, in accordance with and subject to the terms of this Agreement, and (ii) except for the provisions of Section 1.8 and Section 5.12 (the “ Third Party Rights Clauses ”), this Agreement is not intended to, and does not, confer upon any person other than the Parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.
 
(b)                                  The Third Party Rights Clauses confer a benefit on the Designated Ensco Directors and the Designated Rowan Directors pursuant to Section 1.8 and the Indemnified Parties pursuant to Section 5.12 , in each case, who are not a Party (each for the purposes of this clause, “ Third Party ”) and, subject to the remaining provisions of this clause, are intended to be enforceable by the Third Party by virtue of the Contracts (Rights of Third Parties) Act 1999.
 
(c)                                   The Parties do not intend that any term of this Agreement, apart from the Third Party Rights Clauses which are enforceable by the applicable Third Party, should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a Party.
 
(d)                                  Notwithstanding the provisions of clauses (a) and (b) above, save in respect of the Third Party Rights Clauses, this Agreement may be rescinded or varied in any way and at any time by the Parties without the consent of any Third Party.
 
Section 8.14                              Interpretation .  When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated.  Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,”
 
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“herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless the context otherwise requires.  If this Agreement requires the Parties to “agree” or requires an “agreement” between the Parties, such “agreements” must be in writing, unless specifically indicated otherwise.  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant thereto unless otherwise defined therein.  The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term.  References in this Agreement to specific Laws or to specific provisions of Laws shall include all rules and regulations promulgated thereunder, and any statute defined or referred to herein or in any agreement or instrument referred to herein shall mean such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes.  Each of the Parties has participated in the drafting and negotiation of this Agreement.  If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of authorship of any of the provisions of this Agreement.
 
Section 8.15                              Definitions .
 
(a)                                  General Definitions .  References in this Agreement to “ Subsidiaries ” of any Party means any corporation, partnership, limited liability company, association, trust or other form of legal entity of which (i) more than fifty percent (50%) of the voting power of the outstanding voting securities are on the date hereof directly or indirectly owned by such Party or (ii) such Party or any Subsidiary of such Party is a general partner on the date hereof.  References in this Agreement (except as specifically otherwise defined) to “ affiliates ” means, as to any person, any other person which, directly or indirectly, controls, or is controlled by, or is under common control with, such person.  As used in this definition, “ control ” (including, with its correlative meanings, “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.  References in this Agreement (except as specifically otherwise defined) to “ person ” means an individual, a public limited company, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, group (as such term is used in Section 13 of the Exchange Act) or organization, including a Governmental Entity, and any permitted successors and assigns of such person.  As used in this Agreement, “ knowledge ” means (i) with respect to Rowan and its Subsidiaries, the actual knowledge of the individuals listed on Section 8.15(a)  of the Rowan Disclosure Schedule and (ii) with respect to Ensco and its Subsidiaries, the actual knowledge of the individuals listed in Section 8.15(a)  of the Ensco Disclosure Schedule.  As used in this Agreement, “ business day ” means any day other than a Saturday, Sunday or other day on which the banks in New York are authorized by Law or executive order to remain closed.  As used in this Agreement, a reference to a document being “in the agreed form” means in the form agreed between Ensco and Rowan prior to the date of this Agreement.
 
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(b)                                  Certain Specified Definitions .  As used in this Agreement:
 
(i)                                      “ Award Agreement ” means any award agreement or other written agreement between Rowan and a Rowan Equity Award holder that governs the terms and conditions of a Rowan Equity Award held by such Rowan Equity Award holder.
 
(ii)                                   “ Benefit Plan ” means an Ensco Benefit Plan or a Rowan Benefit Plan, as applicable.
 
(iii)                                “ CFIUS ” means the Committee on Foreign Investment in the United States.
 
(iv)                               “ CFIUS Clearance ” means that any of the following shall have occurred: (i) the 45 day review period under the DPA commencing on the date that the CFIUS Notice is accepted by CFIUS shall have expired and the parties shall have received written notice from CFIUS that such review has been concluded and that either the Transaction does not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns; (ii) an investigation shall have been commenced after such 45 day review period and CFIUS shall have determined to conclude all deliberative action under the DPA without sending a report to the President of the United States, and the parties shall have received written notice from CFIUS that either the Transaction does not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Transaction; or (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (A) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Transaction shall have expired without any such action being threatened, announced or taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the Transaction.
 
(v)                                  “ CFIUS Notice ” means a joint voluntary notice with respect to the this Agreement and transactions contemplated hereby prepared by Ensco and Rowan and submitted to CFIUS in accordance with the requirements of the DPA.
 
(vi)                               “ Code ” means the United States Internal Revenue Code of 1986, as amended.
 
(vii)                            “ Collective Bargaining Agreement ” means any collective bargaining agreement, labor union contract, trade union agreement, or agreements, customs, practices or arrangements (whether legally binding or not) for collective bargaining or recognition with any trade union, works council, staff association or other representative body.
 
(viii)                         “ Companies Act ” means the Companies Act 2006.
 
(ix)                               “ Corporate Governance Policy ” means the Corporate Governance Policy to be adopted by Ensco in accordance with Section 1.8 and appended to this Agreement as Annex III .
 
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(x)                                  “ Derivative Transaction ” means a derivative transaction within the coverage of Statement of Financial Accounting Standard No. 133, including any swap transaction, option, hedge, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral, transportation or other similar arrangements related to such transaction.
 
(xi)                               “ DPA ” means Section 721 of Title VII of the Defense Production Act of 1950, as amended, including the amendments under the Omnibus Trade and Competitiveness Act of 1988 and the Foreign Investment and National Security Act of 2007 (codified at 50 U.S.C. 4565), the FIRRMA, and including the regulations of CFIUS promulgated thereunder, codified at 31 C.F.R. Part 800, et seq.
 
(xii)                            “ DTC ” means The Depository Trust Company.
 
(xiii)                         “ Ensco Class A Ordinary Shares ” means, as the context permits, the Existing Ensco Class A Ordinary Shares or the Consolidated Ensco Shares.
 
(xiv)                        “ Ensco Class B Ordinary Shares ” means the Class B Ordinary Shares in the share capital of Ensco, each with a nominal value of £1.00 per share.
 
(xv)                           “ Ensco Financial Statements ” means the consolidated financial statements (including all related notes and schedules thereto) of Ensco included in the Ensco SEC Documents.
 
(xvi)                        “ Ensco IT Assets ” means the computers, software, servers, routers, hubs, switches, circuits, networks, data communications lines and all other information technology infrastructure and equipment of Ensco and its Subsidiaries that are required in connection with the current operation of the business of Ensco and its Subsidiaries.
 
(xvii)                     “ Ensco Material Adverse Effect ” means an event, state of facts, circumstance, change, effect, development, occurrence or combination of the foregoing that has had, or would be reasonably likely to have, a material adverse effect on (A) the ability of Ensco to consummate the Transaction and the other transactions contemplated by this Agreement or (B) the business, condition (financial or otherwise) or results of operations of Ensco and its Subsidiaries, taken as a whole, excluding for purposes of this clause (B) any effect resulting from or arising out of: (1) changes in general economic, financial or other capital market conditions (including prevailing interest rates and access to capital markets), (2) any changes or developments generally in the industries in which Ensco or any of its Subsidiaries conducts its business, (3) the announcement or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including, subject to the following proviso, the impact thereof on the relationships, contractual or otherwise, of Ensco or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any
 
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lawsuit, action or other proceeding by shareholders or otherwise with respect to the Transaction or any of the other transactions contemplated by this Agreement) ( provided , however , that the exceptions in this clause (3) shall not apply to any representation or warranty contained in Section 4.2 or Section 4.19 (or any portion thereof) to the extent that the purpose of such representation or warranty (or portion thereof) is to address the consequences resulting from the execution and delivery of this Agreement or the performance of obligations or satisfaction of conditions under this Agreement), (4) any taking of any action at the request of Rowan, (5) any changes or developments in prices for oil, natural gas or other commodities, (6) any adoption, implementation, promulgation, repeal or modification following the date of this Agreement of any rule, regulation, ordinance, Order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (7) any changes in GAAP or accounting standards following the date of this Agreement, (8) earthquakes, any weather-related event, natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (9) any failure by Ensco in and of itself to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period ( provided that the exception in this clause (9) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, an Ensco Material Adverse Effect so long as it is not otherwise excluded by this definition), or (10) any changes in the share price or trading volume of Ensco Ordinary Shares ( provided that the exception in this clause (10) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, an Ensco Material Adverse Effect so long as it is not otherwise excluded by this definition); except , in each case with respect to clauses (1), (2), (6), (7) and (8) to the extent disproportionately affecting Ensco and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Ensco and its Subsidiaries operate; provided , for the avoidance of doubt, notwithstanding anything to the contrary above, any blowout, spill, explosion, or similar occurrence with respect to any equipment operated by Ensco may be taken into account in determining whether there has been an Ensco Material Adverse Effect.  Notwithstanding any of the foregoing, the failure of the Transaction to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code shall not constitute an Ensco Material Adverse Effect.
 
(xviii)                  “ Ensco Ordinary Shares ” means the Ensco Class A Ordinary Shares and the Ensco Class B Ordinary Shares.
 
(xix)                        “ Ensco Permitted Lien ” means (A) any Lien for Taxes not yet due or delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP, (B) vendors’, mechanics’, materialmens’, carriers’, workers’, landlords’, repairmen’s, warehousemen’s, construction and other similar Liens arising or incurred in the ordinary and usual course of business and consistent with past practice or with respect to liabilities that are not yet due and payable or, if due, are not delinquent or are being contested in good faith by appropriate proceedings and for which adequate reserves (based on good faith estimates of management) have been set aside for the payment thereof, (C) Liens imposed or promulgated by applicable Law or any Governmental Entity with respect to real property, including zoning, building or similar restrictions, (D) pledges or deposits in connection with workers’ compensation, unemployment insurance, and other social security legislation, (E) Liens relating
 
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to intercompany borrowings among Ensco and its wholly owned Subsidiaries, (F) Liens securing interest rate protection agreements or currency rate protection agreements incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (G) banker’s Liens and customary rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution, or (H) other non-monetary Liens that do not, individually or in the aggregate, materially interfere with the present use, or materially detract from the value of, the property encumbered thereby.
 
(xx)                           “ Ensco Shareholder ” means a holder of Ensco Class A Ordinary Shares from time to time.
 
(xxi)                        “ Ensco Shareholder Resolutions ” means the resolutions included in the Proxy Statement to (a) authorize the Board of Directors of Ensco to allot and issue the New Ensco Shares under the Transaction, (b) authorize the Board of Directors of Ensco to effect the Consolidation conditional upon and immediately (or as soon as practicable) following Closing and to deal with fractional entitlements in accordance with the terms of the resolution, (c) authorize the Board of Directors of Ensco to allot and issue up to a nominal amount of Ensco Ordinary Shares representing approximately 33% of the enlarged share capital of Ensco immediately following Closing (whether or not the Consolidation has been approved and effected), and up to a further same nominal amount of Ensco Ordinary Shares in connection with a pre-emptive offering of shares, and (d) authorize the Board of Directors of Ensco to allot and issue up to a nominal amount of Ensco Ordinary Shares representing approximately 5% of the enlarged share capital of Ensco immediately following Closing (whether or not the Consolidation has been approved and effected) for cash on a non-pre-emptive basis.
 
(xxii)                     “ Ensco Stock Plans ” means, collectively, the Ensco 2012 Long-Term Incentive Plan, the Ensco International Incorporated 2005 Long-Term Incentive Plan, the Pride International, Inc. 1998 Long-Term Incentive Plan, the Pride International, Inc. 2007 Long-Term Incentive Plan, the Atwood Amended and Restated 2007 Long-Term Incentive Plan and any other plans or arrangements of Ensco providing for the compensatory grant of awards of Ensco Ordinary Shares or awards denominated, in whole or in part, in Ensco Ordinary Shares or options, share appreciation rights or similar awards relating to Ensco Ordinary Shares, including any and all such plans of predecessor or acquired entities that have been assumed by Ensco.
 
(xxiii)                  “ Ensco Superior Proposal ” means a bona fide, unsolicited, written Ensco Takeover Proposal (A) that if consummated would result in (x) a third party acquiring, directly or indirectly, more than 50% of the outstanding Ensco Ordinary Shares or more than 50% of the assets of Ensco and its Subsidiaries, taken as a whole, for consideration consisting of cash and/or securities or (y) a merger, business combination, scheme of arrangement, consolidation, share exchange, recapitalization or similar transaction that results in the shareholders of Ensco immediately prior to such transaction ceasing to own, directly or indirectly, at least 50% of the equity interests in the acquiring, surviving or parent company resulting from such transaction, (B) that the Board of Directors of Ensco determines in good faith, after consultation with its outside financial advisor and outside legal counsel, is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such Ensco Takeover Proposal and (C) that the Board of Directors of Ensco determines in good faith after
 
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consultation with its outside financial advisor and outside legal counsel (taking into account any changes to this Agreement proposed by Rowan in response to such Ensco Takeover Proposal, and all financial, legal, regulatory and other aspects of such Ensco Takeover Proposal, including all conditions contained therein and the person making such proposal, and this Agreement), is more favorable from a financial point of view to the Ensco Shareholders than the Transaction.
 
(xxiv)                 “ Ensco Takeover Proposal ” means (A) any inquiry, proposal or offer for or with respect to (or expression by or on behalf of any person that it is considering or may engage in) a merger, consolidation, business combination, recapitalization, binding share exchange, liquidation, dissolution, joint venture, scheme of arrangement or other similar transaction involving Ensco or any of its Subsidiaries whose assets, taken together, constitute 15% or more of Ensco’s consolidated assets, (B) any inquiry, proposal or offer (including tender or exchange offers) to (or expression by any person that it is considering or may seek to) acquire in any manner, directly or indirectly, in one or more transactions, more than 15% of the outstanding Ensco Ordinary Shares or securities of Ensco representing more than 15% of the voting power of Ensco or (C) any inquiry, proposal or offer to (or expression by any person that it is considering or may seek to) acquire in any manner (including the acquisition of equity securities in any Subsidiary of Ensco), directly or indirectly, in one or more transactions, assets or businesses of Ensco or its Subsidiaries, including pursuant to a joint venture, representing more than 15% of the consolidated assets, revenues or net income of Ensco, in each case, other than the Transaction.
 
(xxv)                    “ Environmental Law ” means any Law relating to the pollution, protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or any exposure to or release of, or the management of (including the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production or disposal of) any Hazardous Materials, in each case as in effect as of or prior to the Closing Date.
 
(xxvi)                 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.
 
(xxvii)              “ Existing DU Award ” means each award of restricted share units (whether or not deferred) that has been granted to a non-employee member of Rowan’s Board of Directors under the Rowan Stock Plans that is outstanding immediately prior to the Effective Time.
 
(xxviii)           “ Existing Ensco Class A Ordinary Shares ” means the Class A ordinary shares in the share capital of Ensco, each with a nominal value of $0.10 per share.
 
(xxix)                 “ Existing Option ” means each award of share options that has been granted under the Rowan Stock Plans that is outstanding and unexercised immediately prior to the Effective Time.
 
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(xxx)                    “ Existing PU Award ” means each award of performance units that has been granted under the Rowan Stock Plans that is outstanding immediately prior to the Effective Time.
 
(xxxi)                 “ Existing RSU Award ” means each award of restricted share units that has been granted under the Rowan Stock Plans that is outstanding immediately prior to the Effective Time.
 
(xxxii)              “ Existing SAR ” means each award of share appreciation rights that has been granted under the Rowan Stock Plans that is outstanding and unexercised immediately prior to the Effective Time.
 
(xxxiii)           “ Export Control Laws ” means all Laws and regulations related to the regulation of imports, exports, re-exports, transfers, releases, shipments, transmissions or any other provision or receipt of goods, technology, software or services, including (a) the United States International Traffic in Arms Regulations administered by the United States State Department’s Directorate of Defense Trade Controls; (b) the Export Administration Regulations administered by the United States Commerce Department (including the antiboycott regulations administered by the Office of Antiboycott Compliance); (c) nuclear export regulations administered by the United States Nuclear Regulatory Commission and the United States Department of Energy; (d) United States customs regulations administered by the United States Customs and Border Protection; (e) the EU Dual-Use Regulation, Council Regulation (EC) No 428/2009 (and associated amendments); and (f) all other applicable import and export controls in the countries in which the Party conducts business.
 
(xxxiv)          “ FIRRMA ” means the 2018 Foreign Investment Risk Review Modernization Act.
 
(xxxv)             “ good and defensible title ” means such title that is free from reasonable doubt to the end that a prudent person with knowledge of all of the facts and their legal bearing would be willing to accept the same acting reasonably.
 
(xxxvi)                “ Hazardous Materials ” means all substances, materials or wastes for which liability or standards of conduct may be imposed under any Environmental Law, including any substances defined as Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. § 300.5, or defined as such by, or regulated as such under, any Environmental Law, including any regulated pollutant or contaminant (including any constituent, raw material, product or by-product thereof), petroleum or natural gas hydrocarbons or any liquid or fraction thereof, asbestos or asbestos-containing material, polychlorinated biphenyls, lead paint, any hazardous, industrial or solid waste, and any toxic, radioactive or hazardous substance, material or agent.
 
(xxxvii)                   “ Intervening Event ”, with respect to Rowan or Ensco, as applicable, means a material event, fact, circumstance, development or occurrence that is not known or reasonably foreseeable by Rowan’s Board of Directors or Ensco’s Board of Directors (as applicable) as of the date of this Agreement (or, if known, the magnitude or consequences of which were not known or reasonably foreseeable by Rowan’s Board of Directors or Ensco’s
 
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Board of Directors (as applicable) as of the date of this Agreement), which event, fact, circumstance, development, occurrence, magnitude or consequence becomes known to or by Rowan’s Board of Directors or Ensco’s Board of Directors (as applicable) prior to the Rowan Shareholder Approval being obtained or the passing of the resolution referred to in clause (a) of the definition of the Ensco Shareholder Resolutions (as applicable).  Notwithstanding the foregoing, in no event shall any of the following constitute an Intervening Event that would permit a Rowan Adverse Recommendation Change under Section 5.3(e) : (i) the receipt, existence of or terms of any Rowan Takeover Proposal or any inquiry relating thereto or the consequences thereof; (ii) any change in the price or trading volume of Rowan Ordinary Shares or Ensco Class A Ordinary Shares (it being acknowledged, however, that any underlying cause thereof may be taken into account for purposes of determining whether an Intervening Event has occurred); (iii) any event, fact, circumstance, development, occurrence, magnitude or consequence that has had or would reasonably be expected to have an adverse effect on the business or financial condition of Ensco or any of its Subsidiaries unless such event, fact, circumstance, development, occurrence, magnitude or consequence constitutes an Ensco Material Adverse Effect; and (iv) Rowan or Ensco meeting, failing to meet or exceeding projections (it being acknowledged, however, that any underlying cause thereof may be taken into account for purposes of determining whether an Intervening Event has occurred).  Further notwithstanding the foregoing, in no event shall any of the following constitute an Intervening Event that would permit an Ensco Adverse Recommendation Change under Section 5.4(e) : (i) the receipt, existence of or terms of any Ensco Takeover Proposal or any inquiry relating thereto or the consequences thereof; (ii) any change in the price or trading volume of Rowan Ordinary Shares or Ensco Class A Ordinary Shares (it being acknowledged, however, that any underlying cause thereof may be taken into account for purposes of determining whether an Intervening Event has occurred); (iii) any event, fact, circumstance, development, occurrence, magnitude or consequence that has had or would reasonably be expected to have an adverse effect on the business or financial condition of Rowan or any of its Subsidiaries constitute an Intervening Event unless such event, fact, circumstance, development, occurrence, magnitude or consequence constitutes a Rowan Material Adverse Effect; and (iv) Rowan or Ensco meeting, failing to meet or exceeding projections (it being acknowledged, however, that any underlying cause thereof may be taken into account for purposes of determining whether an Intervening Event has occurred).
 
(xxxviii)    “ Key Employee ” means with respect to Ensco or Rowan, any executive officer of such Party or any employee of such Party that reports directly to the board of directors of such Party or to the Chief Executive Officer or Chief Operating Officer of such Party.
 
(xxxix)          “ New Ensco Shares ” means the new Ensco Class A Ordinary Shares to be issued credited as fully paid to Rowan Shareholders pursuant to the Transaction.
 
(xl)                               “ Order ” means any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award or settlement, whether civil, criminal or administrative and whether formal or informal.
 
(xli)                            “ Permitted Refinancing Debt ” means any modification, extension, refinancing, renewal or replacement of the Rowan 2019 Senior Notes (“new Debt”) to the extent
 
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that (i) such new Debt constitutes “Permitted Refinancing Debt” as defined in the Rowan 2018 Credit Agreement as in effect on the date hereof, (ii) the terms of such new Debt (or the documents governing such new Debt) do not provide for any default or event of default, change of control put or any other mandatory prepayment (including any acceleration of such new Debt) that, in each case, would occur upon the consummation of (or as a result of) the Transaction and (iii) the terms of such new Debt (or the documents governing such new Debt) do not contain any financial maintenance covenants or any limitations on the ability of Rowan or its Subsidiaries to make dividends or distributions, and otherwise satisfy the requirements set forth on Section 8.15(b)  of the Rowan Disclosure Schedule.
 
(xlii)                         “ Release ” means any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, or leaching of Hazardous Materials into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).
 
(xliii)                      “ Relevant Authority ” means the United States Department of Justice, the U.S. Federal Trade Commission, and any United States, foreign or supranational, federal, state or local governmental commission, board, body, bureau, or other regulatory authority, agency, including courts and other judicial bodies, or any competition, antitrust or supervisory body, central bank or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or authority.
 
(xliv)                     “ Rights ” means rights granted in accordance with a Rights Plan for the purposes of article 6.4 of the Rowan Articles of Association.
 
(xlv)                        “ Rights Plan ” means a shareholder rights plan for the purposes of article 6.3 of the Rowan Articles of Association.
 
(xlvi)                     “ Rowan 2018 Credit Agreement ” means that certain Credit Agreement dated as of May 22, 2018 among Rowan Holdings Luxembourg S.à r.l., as borrower, Rowan Companies plc, as parent, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
 
(xlvii)                  “ Rowan 2019 Senior Notes ” means those senior notes due 2019, issued pursuant to that certain First Supplemental Indenture, dated as of July 2009, by and between Rowan Companies, Inc. and U.S. Bank National Association, as trustee.
 
(xlviii)               “ Rowan Class B Shares ” means the Class B ordinary shares in the share capital of Rowan, each with a nominal value £1.00 per share.
 
(xlix)                     “ Rowan Financial Statements ” means the consolidated financial statements (including all related notes and schedules thereto) of Rowan included in the Rowan SEC Documents.
 
(l)                                      “ Rowan GM ” means the general meeting of the Rowan Shareholders (and any adjournment or postponement thereof) to be convened in connection with the Scheme of Arrangement, expected to be convened as soon as the preceding Scheme Meeting shall have
 
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been concluded or adjourned or postponed (it being understood that if the Scheme Meeting is adjourned or postponed, the Rowan GM shall be correspondingly adjourned).
 
(li)                                   “ Rowan IT Assets ” means the computers, software, servers, routers, hubs, switches, circuits, networks, data communications lines and all other information technology infrastructure and equipment of Rowan and its Subsidiaries that are required in connection with the current operation of the business of Rowan and its Subsidiaries.
 
(lii)                                “ Rowan Material Adverse Effect ” means an event, state of facts, circumstance, change, effect, development, occurrence or combination of the foregoing that has had, or would be reasonably likely to have, a material adverse effect on (A) the ability of Rowan to consummate the Transaction and the other transactions contemplated by this Agreement or (B) the business, condition (financial or otherwise) or results of operations of Rowan and its Subsidiaries, taken as a whole, excluding for purposes of this clause (B) any effect resulting from or arising out of: (1) changes in general economic, financial or other capital market conditions (including prevailing interest rates and access to capital markets), (2) any changes or developments generally in the industries in which Rowan or any of its Subsidiaries conducts its business, (3) the announcement or the existence of, compliance with or performance under, this Agreement or the transactions contemplated hereby (including, subject to the following proviso, the impact thereof on the relationships, contractual or otherwise, of Rowan or any of its Subsidiaries with employees, labor unions, customers, suppliers or partners, and including any lawsuit, action or other proceeding by shareholders or otherwise with respect to the Transaction or any of the other transactions contemplated by this Agreement) ( provided , however , that the exceptions in this clause (3) shall not apply to any representation or warranty contained in Section 3.2 or Section 3.19 (or any portion thereof) to the extent that the purpose of such representation or warranty (or portion thereof) is to address the consequences resulting from the execution and delivery of this Agreement or the performance of obligations or satisfaction of conditions under this Agreement), (4) any taking of any action at the request of Ensco, (5) any changes or developments in prices for oil, natural gas or other commodities, (6) any adoption, implementation, promulgation, repeal or modification following the date of this Agreement of any rule, regulation, ordinance, Order, protocol or any other Law of or by any national, regional, state or local Governmental Entity, or market administrator, (7) any changes in GAAP or accounting standards following the date of this Agreement, (8) earthquakes, any weather-related event, natural disasters or outbreak or escalation of hostilities or acts of war or terrorism, (9) any failure by Rowan in and of itself to meet any financial projections or forecasts or estimates of revenues, earnings or other financial metrics for any period ( provided that the exception in this clause (9) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such failure has resulted in, or contributed to, a Rowan Material Adverse Effect so long as it is not otherwise excluded by this definition), or (10) any changes in the share price or trading volume of Rowan Ordinary Shares ( provided that the exception in this clause (10) shall not prevent or otherwise affect a determination that any event, change, effect, development or occurrence underlying such change has resulted in, or contributed to, a Rowan Material Adverse Effect so long as it is not otherwise excluded by this definition); except , in each case with respect to clauses (1), (2), (6), (7) and (8) to the extent disproportionately affecting Rowan and its Subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Rowan and its Subsidiaries operate; provided that, for the avoidance of doubt, notwithstanding anything to the contrary above, any
 
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blowout, spill, explosion, or similar occurrence with respect to any equipment operated by Rowan may be taken into account in determining whether there has been a Rowan Material Adverse Effect.  Notwithstanding any of the foregoing, the failure of the Transaction to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code shall not constitute a Rowan Material Adverse Effect.
 
(liii)                             “ Rowan Ordinary Shares ” means the Class A ordinary shares in the share capital of Rowan, each with a nominal value $0.125 per share.
 
(liv)                            “ Rowan Permitted Liens ” means (A) any Lien for Taxes not yet due or delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP, (B) vendors’, mechanics’, materialmens’, carriers’, workers’, landlords’, repairmen’s, warehousemen’s, construction and other similar Liens arising or incurred in the ordinary and usual course of business and consistent with past practice or with respect to liabilities that are not yet due and payable or, if due, are not delinquent or are being contested in good faith by appropriate proceedings and for which adequate reserves (based on good faith estimates of management) have been set aside for the payment thereof, (C) Liens imposed or promulgated by applicable Law or any Governmental Entity with respect to real property, including zoning, building or similar restrictions, (D) pledges or deposits in connection with workers’ compensation, unemployment insurance, and other social security legislation, (E) Liens relating to intercompany borrowings among Rowan and its wholly owned Subsidiaries, (F) Liens securing interest rate protection agreements or currency rate protection agreements incurred in the ordinary course of business consistent with past practice and not for speculative purposes, (G) banker’s Liens and customary rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution, or (H) other non-monetary Liens that do not, individually or in the aggregate, materially interfere with the present use, or materially detract from the value of, the property encumbered thereby.
 
(lv)                               “ Rowan Protection Plan ” means the Rowan Companies plc Protection Plan, effective as of October 7, 2018.
 
(lvi)                            “ Rowan Retention Program ” means the Rowan Companies plc Retention Program, effective as of October 7, 2018, and all bonus agreements made thereunder.
 
(lvii)                         “ Rowan Shareholder ” means a holder of Rowan Ordinary Shares from time to time.
 
(lviii)                      “ Rowan Shareholder Approval ” means (i) the approval of the Scheme of Arrangement by a resolution of a majority in number of the Rowan Shareholders representing three-fourths (75%) or more in value of the Rowan Ordinary Shares held by such holders, in each case present and voting either in person or by proxy, at the Scheme Meeting (or at any adjournment or postponement of such meeting) and (ii) the Rowan Shareholder Resolutions being duly passed by the requisite majority of Rowan Shareholders at the Rowan GM (or at any adjournment or postponement of such meeting).
 
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(lix)                            “ Rowan Shareholder Resolutions ” means the resolutions to alter the Rowan Articles of Association and such other matters as may be necessary to facilitate the implementation of the Transaction and/or the Scheme of Arrangement.
 
(lx)                               “ Rowan Stock Plans ” means, collectively, the Amended and Restated 2013 Rowan Incentive Plan, the 2013 Rowan Incentive Plan, as amended, the 2009 Rowan Incentive Plan, as amended, the 2005 Rowan Long-Term Incentive Plan, as amended, and any other plans or arrangements of Rowan providing for the compensatory grant of awards of Rowan Ordinary Shares or awards denominated, in whole or in part, in Rowan Ordinary Shares or options, share appreciation rights or similar awards relating to Rowan Ordinary Shares, including any and all such plans of predecessor or acquired entities that have been assumed by Rowan.
 
(lxi)                            “ Rowan Subscriber Shares ” means the Subscriber Shares in the share capital of Rowan, each with a nominal value £1 per share.
 
(lxii)                         “ Rowan Superior Proposal ” means a bona fide, unsolicited, written Rowan Takeover Proposal (A) that if consummated would result in (x) a third party acquiring, directly or indirectly, more than 50% of the outstanding Rowan Ordinary Shares or more than 50% of the assets of Rowan and its Subsidiaries, taken as a whole, for consideration consisting of cash and/or securities or (y) a merger, business combination, scheme of arrangement, consolidation, share exchange, recapitalization or similar transaction that results in the shareholders of Rowan immediately prior to such transaction ceasing to own, directly or indirectly, at least 50% of the equity interests in the acquiring, surviving or parent company resulting from such transaction, (B) that the Board of Directors of Rowan determines in good faith, after consultation with its outside financial advisor and outside legal counsel, is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such Rowan Takeover Proposal and (C) that the Board of Directors of Rowan determines in good faith after consultation with its outside financial advisor and outside legal counsel (taking into account any changes to this Agreement proposed by Ensco in response to such Rowan Takeover Proposal, and all financial, legal, regulatory and other aspects of such Rowan Takeover Proposal, including all conditions contained therein and the person making such proposal, and this Agreement), is more favorable from a financial point of view to the Rowan Shareholders than the Transaction.
 
(lxiii)                      “ Rowan Takeover Proposal ” means (A) any inquiry, proposal or offer for or with respect to (or expression by or on behalf of any person that it is considering or may engage in) a merger, consolidation, business combination, recapitalization, binding share exchange, liquidation, dissolution, joint venture, scheme of arrangement or other similar transaction involving Rowan or any of its Subsidiaries whose assets, taken together, constitute 15% or more of Rowan’s consolidated assets, (B) any inquiry, proposal or offer (including tender or exchange offers) to (or expression by any person that it is considering or may seek to) acquire in any manner, directly or indirectly, in one or more transactions, more than 15% of the outstanding Rowan Ordinary Shares or securities of Rowan representing more than 15% of the voting power of Rowan or (C) any inquiry, proposal or offer to (or expression by any person that it is considering or may seek to) acquire in any manner (including the acquisition of equity securities in any Subsidiary of Rowan), directly or indirectly, in one or more transactions, assets or businesses of Rowan or its Subsidiaries, including pursuant to a joint venture, representing
 
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more than 15% of the consolidated assets, revenues or net income of Rowan, in each case, other than the Transaction.
 
(lxiv)                     “ Scheme Meeting ” means such meeting(s) of the Rowan Shareholders as the Court may direct in relation to the Scheme of Arrangement.
 
(lxv)                        “ Scheme of Arrangement ” means the proposed scheme of arrangement of Rowan under Part 26 of the Companies Act to effect the Transaction pursuant to this Agreement, in all material respects in the form set out in Annex II subject to any amendment thereof that the Parties agree in accordance with Section 5.8(b) .
 
(lxvi)                     “ Tax ” or “ Taxes ” means any and all federal, state, local or foreign taxes, imposts, levies, duties, fees or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, and other taxes of any kind whatsoever, including any and all interest, penalties, additions to tax or additional amounts imposed by any Governmental Entity with respect thereto.
 
(lxvii)                  “ Tax Return ” means any return, report or similar filing (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any information return, claim for refund, or declaration of estimated Taxes (and including any amendments with respect thereto).
 
(lxviii)               “ Trade Sanctions ” means economic or trade sanctions administered by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or Her Majesty’s Treasury.
 
(lxix)                     “ Treasury Regulations ” means the regulations (including temporary regulations) promulgated by the U.S. Department of Treasury with respect to the Code.
 
(lxx)                        “ VAT ” means (A) any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), (B) to the extent not included in clause (A), any value added tax imposed by Value Added Tax Act 1994 and legislation and regulations supplemental thereto, and (C) any other Tax of a similar nature to the Taxes referred to in clauses (A) or (B), whether imposed in a member state of the EU in substitution for, or levied in addition to, the Taxes referred to in clauses (A) or (B) or imposed elsewhere.
 
(lxxi)                     “ Willful Breach ” means a breach that is a consequence of an act or omission undertaken by the breaching Party with the knowledge that the taking of, or failure to take, such act would, or would reasonably be expected to, cause or constitute a material breach of this Agreement; it being acknowledged and agreed, without limitation, that any failure by any party to consummate the Transaction and the other transactions contemplated by this Agreement in accordance with the terms of this Agreement after the applicable conditions thereto have been satisfied or waived shall constitute a Willful Breach of this Agreement.
 
[SIGNATURE PAGE FOLLOWS]
 
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written.

 	ENSCO PLC	

 	By:	/s/ Carl G. Trowell	
 	 	Name:	Carl G. Trowell	
 	 	Title:	President and Chief Executive Officer	

 	ROWAN COMPANIES PLC	

 	By:	/s/ Thomas P. Burke	
 	 	Name:	Thomas P. Burke	
 	 	Title:	President and Chief Executive Officer	

[Signature Page to Transaction Agreement]

 
ANNEX I
INDEX OF DEFINED TERMS

Action	 	Section 5.12(b)	
affiliates	 	Section 8.15(a)	
Agreement	 	Preamble	
Antitrust Laws	 	Section 5.9(b)	
ARO JV	 	Section 3.1(d)	
Assumed CiC Agreements	 	Section 5.23	
Award Agreement	 	Section 8.15(b)(i)	
Benefit Plan	 	Section 8.15(b)(ii)	
Bribery Act	 	Section 3.21	
business day	 	Section 8.15(a)	
CEO Employment Agreement	 	Recitals	
CFIUS	 	Section 8.15(b)(iii)	
CFIUS Clearance	 	Section 8.15(b)(iv)	
CFIUS Notice	 	Section 8.15(b)(v)	
Closing	 	Section 1.2	
Closing Date	 	Section 1.2	
Code	 	Section 8.15(b)(vi)	
Collective Bargaining Agreement	 	Section 8.15(b)(vii)	
Companies Act	 	Section 8.15(b)(viii)	
Conditions	 	Section 5.18(e)(ii)	
Confidentiality Agreement	 	Section 5.2(b)	
Consolidation	 	Recitals	
Contract	 	Section 3.19	
control	 	Section 8.15(a)	
Converted DU Award	 	Section 2.3(e)	
Corporate Governance Policy	 	Section 8.15(b)(ix)	
Court	 	Section 1.3	
Court Documentation	 	Section 5.5(a)(v)	
Court Order	 	Section 1.3	
Derivative Transaction	 	Section 8.15(b)(x)	
Designated Ensco Directors	 	Section 1.4(a)	
Designated Rowan Directors	 	Section 1.4(a)	
DPA	 	Section 8.15(b)(xi)	
DTC	 	Section 8.15(b)(xii)	
Due Date	 	Section 7.3(i)	
Effective Time	 	Section 1.3	
 
Annex I - 1 

 

End Date	 	Section 7.1(b)	
Ensco	 	Preamble	
Ensco 401(k) Plan	 	Section 5.21(c)	
Ensco Acceptable Confidentiality Agreement	 	Section 5.4(b)	
Ensco Adverse Recommendation Change	 	Section 5.4(d)	
Ensco Approvals	 	Section 4.2(b)	
Ensco Articles of Association	 	Section 1.4(d)	
Ensco Benefit Plan	 	Section 4.16(a)	
Ensco Board Recommendation	 	Section 4.2(a)	
Ensco Class A Ordinary Shares	 	Section 8.15(b)(xiii)	
Ensco Class B Ordinary Shares	 	Section 8.15(b)(xiv)	
Ensco Disclosure Schedule	 	Article IV	
Ensco Employee	 	Section 4.15(a)	
Ensco Equity Awards	 	Section 4.1(c)	
Ensco Financial Statements	 	Section 8.15(b)(xv)	
Ensco Fleet Report	 	Section 4.13(a)	
Ensco Intellectual Property	 	Section 4.11(a)	
Ensco IT Assets	 	Section 8.15(b)(xvi)	
Ensco Leased Real Property	 	Section 4.12(a)	
Ensco Material Adverse Effect	 	Section 8.15(b)(xvii)	
Ensco Material Contracts.	 	Section 4.19	
Ensco Material Subsidiaries	 	Section 4.1(b)	
Ensco Ordinary Shares	 	Section 8.15(b)(xviii)	
Ensco Organizational Documents	 	Section 4.1(b)	
Ensco Permits	 	Section 4.6(b)	
Ensco Permitted Lien	 	Section 8.15(b)(xix)	
Ensco SEC Documents	 	Section 4.3(a)	
Ensco Shareholder	 	Section 8.15(b)(xx)	
Ensco Shareholder Meeting	 	Section 5.7(b)	
Ensco Shareholder Resolutions	 	Section 8.15(b)(xxi)	
Ensco Stock Plans	 	Section 8.15(b)(xxii)	
Ensco Superior Proposal	 	Section 8.15(b)(xxiii)	
Ensco Takeover Proposal	 	Section 8.15(b)(xxiv)	
Ensco Transaction Documents	 	Section 4.2(a)	
Environmental Law	 	Section 8.15(b)(xxv)	
ERISA	 	Section 8.15(b)(xxvi)	
Exchange Act	 	Section 3.2(b)	
Exchange Ratio	 	Section 2.2(a)	
Executive Chairman Agreement	 	Recitals	
Existing DU Award	 	Section 8.15(b)(xxvii)	
Existing Ensco Class A Ordinary Shares	 	Section 8.15(b)(xxviii)	
Existing Option	 	Section 8.15(b)(xxix)	
Existing PU Award	 	Section 8.15(b)(xxx)	
Existing RSU Award	 	Section 8.15(b)(xxxi)	
 
Annex I - 2 

 

Existing SAR	 	Section 8.15(b)(xxxii)	
Export Control Laws	 	Section 8.15(b)(xxxiii)	
FCPA	 	Section 3.21	
FIRRMA	 	Section 8.15(b)(xxxiv)	
Foreign Investment Laws	 	Section 5.9(b)	
Forms of Proxy	 	Section 5.5(a)(v)	
GAAP	 	Section 3.3(b)	
good and defensible title	 	Section 8.15(b)(xxxv)	
Governance Period	 	Section 1.8(b)	
Governmental Entity	 	Section 3.2(b)	
Hazardous Materials	 	Section 8.15(b)(xxxvi)	
HSR Act	 	Section 3.2(b)	
Indemnified Party	 	Section 5.12(b)	
Intervening Event	 	Section 8.15(b)(xxxvii)	
Key Employee	 	Section 8.15(b)(xxxviii)	
knowledge	 	Section 8.15(a)	
Law or Laws	 	Section 3.6(a)	
Lien	 	Section 3.2(c)	
Maximum Amount	 	Section 5.12(c)	
New Ensco Shares	 	Section 8.15(b)(xxxix)	
NYSE	 	Section 3.2(b)	
OFAC	 	Section 3.22(a)	
Offer	 	Section 5.18(a)	
Offer Document	 	Section 5.18(b)	
Order	 	Section 8.15(b)(xl)	
Parties	 	Preamble	
Permits	 	Section 4.6(b)	
Permitted Refinancing Debt	 	Section 8.15(b)(xli)	
person	 	Section 8.15(a)	
Post-Closing Benefits Program	 	Section 5.21(a)	
Proceedings	 	Section 8.5	
Proxy Statement	 	Section 5.7(a)	
Qualified Plan	 	Section 3.16(b)	
Registration Statement	 	Section 5.18(d)	
Release	 	Section 8.15(b)(xlii)	
Relevant Authority	 	Section 8.15(b)(xliii)	
Remaining Stock Plan Shares	 	Section 2.3(h)	
Remedies Exceptions	 	Section 3.2(a)	
Representatives	 	Section 5.3(a)	
Rights	 	Section 8.15(b)(xliv)	
Rights Plan	 	Section 8.15(b)(xlv)	
Rowan	 	Preamble	
 
Annex I - 3 

 

Rowan 2018 Credit Agreement	 	Section 8.15(b)(xlvi)	
Rowan 2019 Senior Notes	 	Section 8.15(b)(xlvii)	
Rowan 401(k) Plan	 	Section 5.21(c)	
Rowan Acceptable Confidentiality Agreement	 	Section 5.3(b)	
Rowan Adverse Recommendation Change	 	Section 5.3(d)	
Rowan Approvals	 	Section 3.2(b)	
Rowan Articles of Association	 	Section 3.1(b)	
Rowan Benefit Plan	 	Section 3.16(a)	
Rowan Board Recommendation	 	Section 3.2(a)	
Rowan Class B Shares	 	Section 8.15(b)(xlviii)	
Rowan Disclosure Schedule	 	Article III	
Rowan Employee	 	Section 3.15(a)	
Rowan Equity Awards	 	Section 2.3(g)	
Rowan Financial Statements	 	Section 8.15(b)(xlix)	
Rowan Fleet Report	 	Section 3.13(a)	
Rowan GM	 	Section 8.15(b)(l)	
Rowan Intellectual Property	 	Section 3.11(a)	
Rowan IT Assets	 	Section 8.15(b)(li)	
Rowan Leased Real Property	 	Section 3.12(a)	
Rowan Material Adverse Effect	 	Section 8.15(b)(lii)	
Rowan Material Contracts.	 	Section 3.19	
Rowan Material Subsidiaries	 	Section 3.1(b)	
Rowan Ordinary Shares	 	Section 8.15(b)(liii)	
Rowan Organizational Documents	 	Section 3.1(b)	
Rowan Permits	 	Section 3.6(b)	
Rowan Permitted Liens	 	Section 8.15(b)(liv)	
Rowan Protection Plan	 	Section 8.15(b)(lv)	
Rowan Retention Program	 	Section 8.15(b)(lvi)	
Rowan SEC Documents	 	Section 3.3(a)	
Rowan Shareholder	 	Section 8.15(b)(lvii)	
Rowan Shareholder Approval	 	Section 8.15(b)(lviii)	
Rowan Shareholder Resolutions	 	Section 8.15(b)(lix)	
Rowan Stock Plans	 	Section 8.15(b)(lx)	
Rowan Subscriber Shares	 	Section 8.15(b)(lxi)	
Rowan Superior Proposal	 	Section 8.15(b)(lxii)	
Rowan Takeover Proposal	 	Section 8.15(b)(lxiii)	
Rowan Transaction Documents	 	Section 3.2(a)	
Sarbanes-Oxley Act	 	Section 3.3(a)	
Scheme Document	 	Section 5.5(a)(i)	
 
Annex I - 4 

 

Scheme Meeting	 	Section 8.15(b)(lxiv)	
Scheme of Arrangement	 	Section 8.15(b)(lxiv)	
Scheme Supplemental Document	 	Section 5.5(a)(v)	
SDRT	 	Section 5.17	
SEC	 	Section 3.1(b)	
Securities Act	 	Section 3.2(b)	
Subsidiaries	 	Section 8.15(a)	
Tax or Taxes	 	Section 8.15(b)(lxvi)	
Tax Return	 	Section 8.15(b)(lxvii)	
Termination Date	 	Section 5.1(a)	
Termination Fee	 	Section 7.3(g)	
Third Party	 	Section 8.13(b)	
Third Party Rights Clause	 	Section 8.13(a)	
Trade Sanctions	 	Section 8.15(b)(lxviii)	
Transaction	 	Recitals	
Transfer Taxes	 	Section 8.2	
Treasury Regulations	 	Section 8.15(b)(lxix)	
VAT	 	Section 8.15(b)(lxx)	
Willful Breach	 	Section 8.15(b)(lxxi)	
 
Annex I - 5 

 
ANNEX II
FORM OF SCHEME OF ARRANGEMENT
 
[ Attached .]
 
Annex II - 1 

 
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS
OF ENGLAND AND WALES
COMPANIES COURT (ChD)
 
No. CR-[         ]-[         ]
 
IN THE MATTER of ROWAN COMPANIES PLC
 
and
 
IN THE MATTER OF THE COMPANIES ACT 2006
 
SCHEME OF ARRANGEMENT (1)
(under Part 26 of the Companies Act 2006)
 
between
 
ROWAN COMPANIES PLC
 
AND
 
THE SCHEME SHAREHOLDERS
(as hereinafter defined)
 
PRELIMINARY
 
(A)                               In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

“ business day ”	 	means a day, (other than a Saturday or Sunday) on which (i) the New York Stock Exchange is open for the transaction of business and (ii) clearing banks in London and New York are generally open for normal business;	

(1)          Note to Draft : Alternative drafting included in this agreed form scheme of arrangement to cater for different potential acquiring entities for the Rowan shares as per the Transaction Agreement — necessary amendments will be made to reflect the finalised transaction structure following signing of the Transaction Agreement (but before the proxy statement is despatched).
 
It is currently expected that the Consolidation will be implemented immediately following the Scheme Effective Time.  If, however, the parties agree that Ensco shall implement the Consolidation prior to the Scheme Effective Time, this document shall be updated prior to the despatch of the scheme document and proxy statement to reflect the effect of the Consolidation on the New Ensco Shares to be allotted and issued to the Scheme Shareholders pursuant to Section [2.2(d)] of the Transaction Agreement.

 

“ Cede Shares ”	 	means the Scheme Shares in respect of which Cede & Co., an entity acting as nominee for DTC, is the registered holder;	
 	 	 	
“ Companies Act ”	 	means the Companies Act 2006, as amended from time to time;	
 	 	 	
“ Consolidated Ensco Share ”	 	has the meaning set out in the Recitals to this Scheme;	
 	 	 	
“ Consolidation ”	 	has the meaning set out in the Recitals to this Scheme;	
 	 	 	
“ Consolidation Date ”	 	has the meaning set out in clause 2(A)  of this Scheme;	
 	 	 	
“ Court ”	 	means the High Court of Justice in England and Wales;	
 	 	 	
“ Court Hearing ”	 	means the hearing by the Court to sanction the Scheme under Part 26 of the Companies Act;	
 	 	 	
“ Court Meeting ”	 	means the meeting of Scheme Shareholders (and any adjournment thereof) convened pursuant to an order of the Court pursuant to section 896 of the Companies Act for the purpose of considering and, if thought fit, approving (with or without modification) this Scheme;	
 	 	 	
“ Court Order ”	 	means the order of the Court sanctioning this Scheme;	
 	 	 	
“ CS Depositary ”	 	has the meaning given to it in clause 1(B)(i)(c)  of this Scheme;	
 	 	 	
“ DR Nominee ”	 	means [Computershare DR Nominees Limited] or such other company falling within Section 67(6) and Section 93(3) of the Finance Act 1986 as Ensco may in its sole discretion appoint;	
 	 	 	
“ DTC ”	 	means The Depositary Trust Company, a wholly owned subsidiary of The Depositary Trust and Clearing Corporation;	
 	 	 	
“ DTC Participant ”	 	means a person who has an account with DTC;	
 	 	 	
“ Effective Date ”	 	means the date on which this Scheme becomes effective in accordance with its terms;	
 	 	 	
“ Ensco ”	 	means Ensco plc, a company incorporated in England and Wales with registered number 07023598;	
 	 	 	
“ Ensco Board ”	 	means the board of directors of Ensco;	
 	 	 	
“ Ensco Group ”	 	means Ensco and its subsidiaries and subsidiary undertakings from time to time;	

 

“ Ensco Shares ”	 	means class A ordinary shares of $0.10 each in the capital of Ensco including, subject to and with effect from the Scheme becoming effective, the New Ensco Shares;	
 	 	 	
“ Ensco Shareholders ”	 	means the holders of the Ensco Shares from time to time;	
 	 	 	
“ Exchange Agent ”	 	means [Computershare Trust Company, N.A.] [or such other exchange agent as Ensco may in its sole discretion appoint];	
 	 	 	
“ Excluded Shares ”	 	means, if any, Rowan Class A Ordinary Shares held or beneficially owned by any member of the Ensco Group (or their nominees) or held by Rowan in treasury at any relevant date or time;	
 	 	 	
“ holder ”	 	means a registered holder and includes any person(s) entitled by transmission;	
 	 	 	
“ New Ensco Shares ”	 	means the new Ensco Shares to be issued to Scheme Shareholders pursuant to this Scheme;	
 	 	 	
“ Residual Shares ”	 	means the Scheme Shares excluding the Cede Shares;	
 	 	 	
“ Rowan ”	 	means Rowan Companies PLC, a company incorporated in England and Wales with registered number 07805263;	
 	 	 	
“ Rowan Class A Ordinary Shares ”	 	means the class A ordinary shares of $0.125 each in the capital of Rowan;	
 	 	 	
“ Rowan Class B Ordinary Shares ”	 	means the class B ordinary shares of £1.00 each in the capital of Rowan;	
 	 	 	
“ Rowan Shareholders ”	 	means the holders of Rowan Class A Ordinary Shares from time to time;	
 	 	 	
“ Scheme ”	 	means this scheme of arrangement in its present form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Rowan and Ensco;	
 	 	 	
“ Scheme Effective Time ”	 	means the time on the Effective Date at which the Scheme becomes effective in accordance with its terms;	
 	 	 	
“ Scheme Record Time ”	 	means 6.00 p.m. on the business day [immediately after] the Court Hearing;	

 

“ Scheme Shareholders ”	 	means holders of Scheme Shares whose names appear in the register of members of Rowan at the Scheme Record Time;	
 	 	 	
“Scheme Shares”	 	means the Rowan Class A Ordinary Shares:	
 	 	 	
 	 	(i)	in issue at the date of this document;	
 	 	 	 	
 	 	(ii)	(if any) issued after the date of this document and prior to the Voting Record Time; and	
 	 	 	 	
 	 	(iii)	(if any) issued at or after the Voting Record Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof shall be bound by this Scheme or shall by such time have agreed in writing to be bound by this Scheme,	
 	 	 	
 	 	and remaining in issue at the Scheme Record Time, but excluding any Excluded Shares;	
 	 	 	
“ subsidiary”	 	has the meaning given to it in the Companies Act;	
 	 	 	
“ subsidiary undertaking”	 	has the meaning given to it in the Companies Act;	
 	 	 	
“ Voting Record Time ”	 	means [6.00 p.m. on the day which is two days prior to the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the day of such adjourned meeting].	
 
(A)                               “US dollar” or “$” means the lawful currency of the United States.
 
(B)                               References to clauses and sub-clauses are to clauses and sub-clauses of this Scheme and references to time are to London time.
 
(C)                               The issued share capital of Rowan at the close of business on [ · ] (being the last practicable date prior to the publication of this document) consists of [ · ] Rowan Class A Ordinary Shares and [50,000] Rowan Class B Ordinary Shares, all of which are credited as fully paid. This Scheme shall apply in respect of all of the Rowan Class A Ordinary Shares save for the Excluded Shares.  For the avoidance of doubt, the Scheme shall not apply in respect of the Rowan Class B Ordinary Shares, all of which are currently held by Rowan Companies, Inc. (being a wholly-owned subsidiary of Rowan).
 
(D)                               The issued share capital of Ensco at the close of business on [ · ] (being the last practicable date prior to the publication of this document) is $[ · ] divided into [ · ] class A ordinary shares of $0.10 each and [50,000] class B ordinary shares of £1 each, all of which are credited as fully paid.
 
(E)                                [As at [ · ], no member of the Ensco Group held or beneficially owned any Rowan Shares.]

 
(F)                                  Ensco has agreed to appear by Counsel at the hearing to sanction this Scheme and to undertake to the Court to be bound by the provisions of this Scheme and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it to give effect to this Scheme.
 
(G)                               The Ensco Board has approved a consolidation of Ensco Shares (including the New Ensco Shares and all fractional entitlements thereto) whereby, subject to the approval of Ensco Shareholders and the subsequent confirmation of the Ensco Board (or of a duly authorised officer on behalf of the Ensco Board) and, if so approved and confirmed, thereafter conditional upon and effective immediately (or as soon as practicable) following the Scheme Effective Time, every [ · ] issued Ensco Shares (including the New Ensco Shares) shown in the register of members of Ensco immediately following the updating of such register to give effect to the provisions of the Scheme will be consolidated into [ · ] Class A ordinary share[s] each with a nominal value of $[ · ] per share (each a “ Consolidated Ensco Share ”) and all fractional entitlements to New Ensco Shares shall at the same time be aggregated and consolidated in the same proportion (the “ Consolidation ”).
 
THE SCHEME
 
1.                                      Transfer of Scheme Shares
 
(A)                               Upon and with effect from the Scheme Effective Time, Ensco and/or a DR Nominee shall, in accordance with sub-clause 1(B) , acquire all the Scheme Shares with full title guarantee, free from all liens, equities, charges, encumbrances and other interests, and together with all rights at the Scheme Effective Time or thereafter attached thereto, including voting rights and the right to receive and retain all dividends and other distributions (if any) made, paid or declared after the Scheme Effective Time with a record date on or after the Effective Date.
 
(B)                               For the purposes of such acquisition: (2)
 
(i)                                     the Cede Shares shall be transferred at Ensco’s election either to:
 
(a)                        Ensco; and/or
 
(b)                        a DR Nominee, as nominee for [Computershare Trustees (Jersey) Limited] (the “ CS Depositary ”), by means of a form of transfer and the CS Depositary shall issue depositary receipts in respect of such to [Computershare Trust Company, N.A. to be held on bare trust for] Ensco;
 
(ii)                                  the Residual Shares shall be transferred to Ensco by means of a separate form of transfer; and

(2)          Note to Draft : Computershare to advise on whether the depositary receipts will be (i) issued to Ensco or (ii) held by another Computershare entity on bare trust for Ensco.

 
(iii)                                in order to give effect to such transfers any person may be appointed by Ensco as attorney and shall be authorised as such attorney on behalf of the holder of Scheme Shares concerned to execute and deliver as transferor such forms of transfer or other instruments or instructions of transfer, and every form, instrument or instruction of transfer so executed or instruction given shall be effective as if it had been executed or given by the holder or holders of the Scheme Shares thereby transferred (and neither legal nor beneficial title to the Scheme Shares shall be transferred to Ensco and/or the DR Nominee prior to the execution of the forms of transfer mentioned above).
 
(C)                               With effect from the Scheme Effective Time and pending the registration of Ensco and/or a DR Nominee as the holder of any Scheme Share to be transferred pursuant to sub-clauses 1(A)  and 1(B) :
 
(i)                                      Ensco shall be irrevocably appointed by each Scheme Shareholder as its attorney and/or agent and shall be entitled to exercise any voting rights and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Rowan or of any class of its shareholders) attaching to the Scheme Shares;
 
(i)                                      each Scheme Shareholder authorises Rowan and/or its agents to send any notice, circular, warrant, document or other communication which may be required to be sent to such Scheme Shareholder as a member of Rowan in respect of their Scheme Shares to Ensco at its registered office;
 
(ii)                                   each Scheme Shareholder irrevocably appoints Ensco and/or any one or more of its directors to sign on behalf of such Scheme Shareholder such documents, and do such things, as may in the opinion of Ensco and/or any one or more of its directors be necessary or desirable in connection with the exercise of any votes or other rights or privileges attaching to the relevant Scheme Shares (including, without limitation, an authority to sign any consent to short notice of a general or separate class meeting of Rowan as attorney and/or agent for, and on behalf of, such Scheme Shareholder and/or to attend and/or execute a form of proxy in respect of such Scheme Shares appointing any person nominated by Ensco and/or any one or more of its directors to attend general and separate class meetings of Rowan (or any adjournment thereof) and to exercise or refrain from exercising the votes attaching to the Scheme Shares on such Scheme Shareholder’s behalf); and
 
(iii)                              each Scheme Shareholder [irrevocably] agrees not to exercise any voting rights or any other rights attaching to the relevant Scheme Shares without the consent of Ensco and irrevocably undertakes not to appoint a proxy or representative for or to attend any general meeting or separate class meeting of Rowan.
 
2.                                      Consideration for the transfer of Scheme Shares
 
(A)                               In consideration for the transfer of the Scheme Shares pursuant to sub-clauses 1(A)  and 1(B) , Ensco shall, subject to sub-clause 4(C) , allot and issue New Ensco Shares credited as fully paid to and amongst the Scheme Shareholders on the following basis:

 

[ · ] New Ensco Shares	 	for each Scheme Share	
 
PROVIDED that no fraction of New Ensco Share shall be allotted or issued to Scheme Shareholders pursuant to the Scheme, but instead:
 
(i)             if the Consolidation shall not have been duly approved by Ensco Shareholders and thereafter confirmed by the Ensco Board (or by a duly authorised officer on behalf of the Ensco Board) prior to the Effective Date, all fractions of New Ensco Shares to which, but for this proviso, Scheme Shareholders would have been entitled shall be aggregated and sold in the market by the Exchange Agent as soon as practicable following the Effective Date and the net proceeds of sale (after the deduction of the expenses of sale (including any tax and amounts in respect of value added tax payable thereon), without interest and subject to any tax withholding) shall be paid to the Scheme Shareholders entitled thereto in due proportions (rounded down to the nearest cent), save that where a Scheme Shareholder is entitled to an amount which is less than $5.00 then the amount shall not be paid to such Scheme Shareholder but shall be retained by Ensco for its benefit; or
 
(ii)          if the Consolidation shall have been duly approved by Ensco Shareholders and thereafter confirmed by the Ensco Board (or by a duly authorised officer on behalf of the Ensco Board) prior to the Effective Date, all fractions of New Ensco Shares to which, but for this proviso, Scheme Shareholders would have been entitled shall be aggregated and consolidated in accordance with the terms of the shareholder resolution authorising the directors of Ensco to effect the Consolidation (the “ Consolidation Resolution ”) and as soon as practicable thereafter the Exchange Agent shall sell in the market all fractions of Consolidated Ensco Shares to which, but for this proviso and the terms of the Consolidation Resolution, Scheme Shareholders would have been entitled and the net proceeds of sale (after the deduction of the expenses of sale (including any tax and amounts in respect of value added tax payable thereon), without interest and subject to any tax withholding) shall be paid to the Scheme Shareholders entitled thereto in due proportions (rounded down to the nearest cent and on the basis that Scheme Shareholders shall be paid the net proceeds of sale attributable both to any fraction of a New Ensco Share and/or any fraction of a Consolidated Ensco Share to which he would otherwise have been entitled), save that where a Scheme Shareholder is entitled to an aggregate amount which is less than $5.00 then the amount shall not be paid to such Scheme Shareholder but shall be retained by Ensco for its benefit.  For the avoidance of doubt, for the purposes of determining whether the de minimis threshold specified in this sub-clause 2.2(B)(iv) has been met or passed, the net proceeds of sale attributable to (a) any fraction of a New Ensco Share and (b) any fraction of a Consolidated Ensco Share, to which the relevant Scheme Shareholder would otherwise have been entitled shall be aggregated.
 
(B)                               The New Ensco Shares to be issued pursuant to this clause 2 shall rank pari passu in all respects with all other Ensco Shares in issue on the Effective Date and shall rank in full for all dividends or distributions made, paid or declared by reference to a record time after the Scheme Effective Time in respect of the Ensco Shares.

 
3.                                      Share certificates and register of members
 
(A)                               With effect from and including the Effective Date all certificates representing Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein and every holder of Scheme Shares shall be bound by the request of Rowan to deliver up the same to Rowan, or, as Rowan may direct, to destroy the same.
 
(B)                               On or as soon as reasonably practicable after the Effective Date and subject to the completion of such transfers, forms, instruments or instructions as may be required in accordance with clause 1 and the payment of any stamp duty thereon, appropriate entries will be made in the register of members of Rowan to reflect the transfer of the Scheme Shares. Any such transfer, form, instrument or instruction which is in writing and which constitutes an instrument of transfer shall be deemed to be the principal instrument.
 
4.                                      Settlement of consideration
 
(A)                               Immediately after the Scheme Effective Time, Ensco shall make all such allotments of, and shall issue, such New Ensco Shares as are required to be issued to give effect to the Scheme to the Scheme Shareholders respectively entitled thereto and shall procure that appropriate entries are made in the register of members of Ensco to reflect such issuance, such consideration to be settled as set out in sub-clause (B), but subject to sub-clause (C), of this clause 4.
 
(B)                               Ensco [has appointed] [shall appoint] an Exchange Agent to effect the technical implementation of the settlement of the consideration due to Scheme Shareholders pursuant to clause 2 and settlement of the consideration shall be effected as follows:
 
(i)                                     if the Consolidation shall not have been duly approved by Ensco Shareholders and thereafter confirmed by the Ensco Board (or by a duly authorised officer on behalf of the Ensco Board) prior to the Effective Date, then on or as soon as practicable following the Effective Date:
 
(a)                        Ensco shall deposit, or cause to be deposited with the Exchange Agent, for the benefit of the Scheme Shareholders:
 
i.                       in the case of Scheme Shares which at the Scheme Record Time are Cede Shares, evidence of New Ensco Shares in book entry form representing the relevant Scheme Shareholder’s entitlement to such New Ensco Shares; and
 
ii.                    in the case of Scheme Shares which at the Scheme Record Time are Residual Shares, share certificates representing the relevant Scheme Shareholders’ entitlement to such New Ensco Shares; and
 
(b)                        in the case of New Ensco Shares sold pursuant to sub-clause 2(A) and issued in respect of Scheme Shares, despatch, or procure the Exchange Agent despatches, the cheques for the cash consideration payable to the persons entitled thereto pursuant to and in accordance with sub-clause 2(A); or

 
(ii)                                  if the Consolidation shall have been duly approved by Ensco Shareholders and thereafter confirmed by the Ensco Board (or by a duly authorised officer on behalf of the Ensco Board) prior to the Effective Date, then settlement of the consideration due to Scheme Shareholders pursuant to the Scheme shall not be effected as set out in sub-clause (B)(i) but instead on or as soon as practicable following the Consolidation Date:
 
(a)                        Ensco shall deposit, or cause to be deposited with the Exchange Agent, for the benefit of the Scheme Shareholders:
 
i.                       in the case of Scheme Shares which at the Scheme Record Time are Cede Shares, evidence of Consolidated Ensco Shares in book entry form representing the relevant Scheme Shareholder’s entitlement to such Consolidated Ensco Shares pursuant to the terms of the Scheme and the Consolidation Resolution;
 
ii.                    in the case of Scheme Shares which at the Scheme Record Time are Residual Shares, share certificates representing the relevant Scheme Shareholders’ entitlement to Consolidated Ensco Shares pursuant to the terms of the Scheme and the Consolidation Ensco Resolution; and
 
(b)                        in the case of Consolidated Ensco Shares sold pursuant to sub-clause 2(A) (including to the extent such Consolidated Ensco Shares derive from fractions of New Ensco Shares to which the relevant Scheme Shareholder would have been entitled but for the terms of the Scheme), despatch, or procure the Exchange Agent despatches, cheques for the cash consideration payable to the persons entitled thereto pursuant to and in accordance with sub-clause 2(A).
 
(C)
 
(i)                            The provisions of this clause 4 shall be subject to any prohibition or condition imposed by law.  Without prejudice to the generality of the foregoing, if, in respect of any holder of Scheme Shares, Ensco is advised that the allotment and/or issue of New Ensco Shares pursuant to the Scheme would or might infringe the laws of the jurisdiction in which such holder of Scheme Shares is a citizen, national or is resident, and/or would or might reasonably be expected to require Ensco or Rowan to comply with or observe any governmental or other consent or any registration, filing or other formality, with which Ensco or Rowan (as the case may be) is unable to comply or which Ensco or Rowan (as the case may be) reasonably regards as unduly onerous to comply with, Ensco may, in its sole discretion, either:
 
(a)                                 determine that the New Ensco Shares shall not be allotted and/or issued to such holder under this clause 4 but shall instead be allotted and issued to a nominee for the holder with such nominee appointed by Ensco as trustee for such holder on terms that the nominee shall, as soon as practicable following the Effective Date sell the New Ensco Shares so allotted and issued at the best price which can reasonably be

 
obtained at the time of sale and account for the net proceeds of such sale (after the deduction of the expenses of sale (including any tax and amounts in respect of value added tax payable thereon), without interest and subject to any tax withholding) by sending a cheque to the holder in accordance with the provisions of sub-clause 4(C)(ii) . In the absence of bad faith or wilful default, none of Rowan, Ensco or the nominee shall have any liability for any loss or damage arising as a result of the timing or terms of such sale; or
 
(b)                                 determine that the New Ensco Shares shall be sold, in which event the New Ensco Shares shall be issued to such holder and Ensco shall appoint a person to act pursuant to this sub-clause 4(C)(i)(b)  and such person shall be authorised on behalf of such holder to procure that any shares in respect of which Ensco has made such determination (and including any Ensco Consolidated Shares which derive from such shares) shall as soon as practicable following the Effective Date or, if the Consolidation has been effected, the Consolidation Date, be sold at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of the expenses of sale (including any tax and amounts in respect of value added tax payable thereon), without interest and subject to any tax withholding) shall be paid to such holder by sending a cheque in accordance with the provisions of sub-clause 4(C)(ii) .  To give effect to any such sale, the person so appointed shall be authorised on behalf of each such holder to execute and deliver a form of transfer and to give such instructions and to do all other things which they consider necessary or expedient in connection with such sale.  In the absence of bad faith or wilful default, none of Rowan, Ensco or the person so appointed shall have any liability for any loss or damage arising as a result of the timing or terms of such sale.
 
(c)                                  In applying this clause 4(C)(i), Ensco, each nominee and each authorised person shall treat each holder as the beneficial owner of the Ensco Shares during the period the nominee or authorised person, as applicable, holds such shares including providing the holder all rights to dividends (if any) on the New Ensco Shares held by the nominee or authorised person and the right to vote or direct the voting of such shares. Ensco shall further treat such New Ensco Shares held by the nominee or authorised person, as applicable, as issued and outstanding under applicable law. [In no case shall the total number of shares sold by nominees and authorised persons in accordance with the provisions of this clause 4(C)(i) exceed [2]% (3)  of the total New Ensco Shares issued under this Scheme. Further, none of Ensco or any of its affiliates

(3)          Note to Draft: Cap to be reconfirmed by Ensco and Rowan based on updated Rowan shareholder data prior to despatch of scheme document.

 
shall purchase any of the New Ensco Shares described in this clause 4(C)(i) from nominees, authorised persons and any holders.]
 
(ii)                         All cheques shall be in US dollars ($) and shall be made payable to the persons respectively entitled to the moneys represented thereby (except that, in the case of joint holders, all nominees and authorised persons reserve the right to make such cheques payable to that one of the joint holders whose name stands first in the register of members of Ensco in respect of such joint holding at the Scheme Record Time), and the encashment of any such cheque shall be a complete discharge of all nominees and authorised persons’ obligations under this Scheme to pay the monies represented thereby and shall be a complete discharge of Ensco’s obligations under this Scheme to transfer New Ensco Shares to the relevant holders.
 
(D)                               All deliveries of notices, documents of title and cheques or certificates required to be made pursuant to this Scheme shall be effected by sending the same by first class post in pre-paid envelopes addressed to the persons entitled thereto at their respective registered addresses as appearing in the register of members of Rowan at the Scheme Record Time.
 
(E)                                Neither and none of Rowan, Ensco or their respective agents or nominees shall be responsible for any loss or delay in the transmission of the documents of title or any cheques or certificates sent in accordance with sub-clauses 4(A) , 4(B) or 4(C) which shall be sent at the risk of the person or persons entitled thereto.
 
(F)                                 Prior to the issue of new share certificates in respect of New Ensco Shares (or, if the Consolidation has been effected, the Consolidated Ensco Shares into which such New Ensco Shares have been consolidated) to Scheme Shareholders pursuant to sub-clause 4(B) , transfers of the New Ensco Shares or Consolidated Ensco Shares (as applicable) issued to them pursuant to this Scheme shall be certified against the register of members of Ensco.
 
(G)                               The preceding paragraphs of this clause 4 shall take effect subject to any prohibition or condition imposed by law.
 
5.                                      Mandates
 
All mandates and other instructions given to Rowan by Scheme Shareholders in force at the Scheme Record Time relating to Scheme Shares shall, as from the Effective Date, cease to be valid.
 
6.                                      Operation of this Scheme
 
(A)                               This Scheme shall become effective upon an office copy of the Court Order being delivered to the Registrar of Companies in England and Wales for registration.
 
(B)                               Unless this Scheme has become effective on or before [ insert long stop date ], or such later date, if any, as Rowan and Ensco may agree and the Court may allow, this Scheme shall never become effective.

 
(C)                               Rowan and Ensco may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or to any condition that the Court may approve or impose.
 
7.                                      Governing Law
 
This Scheme is governed by English law and is subject to the exclusive jurisdiction of the English courts.
 
Dated [ · ]

 
ANNEX III
CORPORATE GOVERNANCE POLICY
 
[ Attached .]
 
Annex III - 1 

 
Final Version
 
Corporate Governance Policy
Amended and Restated as of [ · ](1)

(1)                                  Note to Draft : To be dated the Closing Date.

 
ENSCO ROWAN PLC
 
CORPORATE GOVERNANCE POLICY
 
(Amended and Restated as of [ · ]) (the “ Effective Date ”)
 
The Board of Directors (the “ Board ”) of Ensco Rowan plc (the “ Company ”) and its standing committees believe that a primary responsibility of the directors is to provide effective governance over the Company’s affairs for the benefit of its shareholders, employees, customers and other stakeholders. That responsibility includes:
 
·                                          Evaluating the performance of the Chief Executive Officer (“ CEO ”) and taking appropriate action, including removal in accordance with and subject to the terms herein (including in Exhibit A hereto) and having regard to the terms of any employment agreement then in effect, when warranted;
 
·                                          Selecting, evaluating and fixing the compensation of senior management of the Company and establishing policies regarding compensation of other management personnel;
 
·                                          Reviewing succession plans and management development programs for senior management;
 
·                                          Reviewing and periodically approving long-term strategic and business plans and monitoring corporate performance against such plans;
 
·                                          Reviewing the major risks facing the Company and overseeing strategies to address these risks;
 
·                                          Adopting policies of corporate conduct, including compliance with applicable laws, rules and regulations, maintenance of accounting, financial and other controls, and reviewing the adequacy of compliance systems and controls;
 
·                                          Evaluating the overall effectiveness of the Board and its committees and the individual directors on a periodic basis; and
 
·                                          Adopting and implementing best practices of corporate governance in full conformity with the letter and spirit of all applicable laws, rules and regulations.
 
This policy (this “ Policy ”) was amended and restated in connection with the combination of the Company (“ Ensco ”) and Rowan Companies plc (“ Rowan ”) pursuant to the terms of the Transaction Agreement, dated October 7, 2018 (the “ Transaction Agreement ”).  The Policy includes the following Governance Guidelines to assist the Board and its standing committees in the exercise of their responsibilities and optimize the performance of the Company. This Policy and the Governance Guidelines shall be reviewed periodically and revised in compliance with Section F.13 hereof and Exhibit A hereto, as appropriate to reflect the evolving functions of the Board and developing trends of best practice and regulatory compliance in corporate governance.
 
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Governance Guidelines
 
A.                                     Functions of the Board — Directors
 
1.                                       Executive Chairman. The Board shall elect an Executive Chairman of the Board following each Annual General Meeting of Shareholders in accordance with Exhibit A hereto. The Executive Chairman of the Board reports to the Board, presides over meetings of the Board and shareholders and is responsible for coordinating the overall management and functioning of the Board.
 
The core responsibilities of the Executive Chairman shall be as follows:
 
·                                           Lead the Board, be responsible for its overall effectiveness and serve as chairman of all meetings of the Board;
 
·                                           Facilitate discussion among the members of the Board;
 
·                                           Oversee a program for the annual Board evaluations;
 
·                                           Meet with the CEO one-on-one to discuss executive sessions and provide feedback to the CEO;
 
·                                           Develop an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with ongoing Company operations;
 
·                                           Set the agenda for Board meetings and Board committee meeting schedules in consultation with the CEO and other members of the Board;
 
·                                           Save to the extent reserved to the Independent Lead Director pursuant to paragraph 2 below, develop standards as to the quality, quantity and timeliness of the information submitted to the Board by the Company’s management that is necessary or appropriate for the directors to effectively and responsibly perform their duties;
 
·                                           Provide assurance and oversight of the integration and synergy plan for the Company and work with the CEO in designing a framework for integration and synergy achievement by the Company;
 
·                                           Provide advice to the CEO regarding integrating the talent and cultures of Ensco and Rowan; and
 
·                                           At the CEO’s request, provide support concerning: (i) industry and customer relationships, (ii) investor relations and (iii) external communications.
 
The Executive Chairman shall not be a member of the Executive Management Committee or any committee established for similar purposes. The Company will maintain an office for the Executive Chairman at the Company’s headquarters in
 
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London. No employee of the Company shall report to Executive Chairman (other than his executive assistant).
 
Upon the appointment of the successor non-executive Chairman pursuant to Exhibit A , such non-executive Chairman shall assume the responsibilities of the Executive Chairman and Independent Lead Director set forth herein and all references herein to the Executive Chairman shall be replaced with Chairman.
 
2.                                       Independent Lead Director Appointment, Role and Functions. Subject to the requirements set forth in Exhibit A and for so long as the chairman of the Board is the Executive Chairman, the Board shall also appoint one of the independent directors to serve as an Independent Lead Director. Upon the appointment of the successor non-executive Chairman pursuant to Exhibit A , the Independent Lead Director shall cease serving as such and all responsibilities of the Independent Lead Director will be assumed by the non-executive Chairman. The Independent Lead Director shall serve on an annual basis, subject to removal in accordance with applicable law or by a majority of the independent directors with or without cause at any time without notice, and shall be appointed or re-appointed from the independent directors at the Board meeting held following each Annual General Meeting of Shareholders. The Independent Lead Director shall perform such duties and responsibilities as the Board may determine.  There is no presumption that the Independent Lead Director will be appointed as the successor non-executive Chairman of the Board pursuant to Exhibit A .
 
The core responsibilities of the Independent Lead Director shall be as follows:
 
·                                           Assist and advise the Executive Chairman as to an appropriate schedule of Board meetings;
 
·                                           Approve, in concert with the Executive Chairman and CEO, the Board meeting agendas;
 
·                                           Develop standards as to the quality, quantity and timeliness of the information submitted to the Board that is necessary or appropriate for the independent directors to effectively and responsibly perform their duties at executive sessions of the independent directors;
 
·                                           Develop the agendas for and serve as chairman of the executive sessions of the Board’s independent directors;
 
·                                           Serve as principal liaison between and among the independent directors, the CEO and the Executive Chairman in respect of issues discussed at executive sessions of the independent directors; and
 
·                                           Serve as chairman of meetings of the Board when the Executive Chairman is not present.
 
3.                                       Chief Executive Officer. The Board shall designate a CEO. The CEO shall have general and active management of the business of the Company and shall insure
 
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that all lawful orders and resolutions of the Board are carried into effect. The CEO shall perform other duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board from time to time.  All executives of the Company other than the Executive Chairman shall report to the CEO, unless the CEO determines that any such executive should report to another executive.
 
The core responsibilities of the CEO shall be as follows:
 
·                                           Oversee all day-to-day operations of the Company;
 
·                                           In consultation with the Executive Chairman, design a framework for integration and synergy achievement of the Company and the implementation thereof;
 
·                                           Serve as the principal external spokesperson for the Company to industry and market analysts, investors and clients;
 
·                                           Serve as chairman of all meetings of the Executive Management Committee;
 
·                                           In consultation with the Executive Chairman, develop the strategy for the Company for submission to the Board and be responsible for the execution of the agreed upon strategy;
 
·                                           Keep the Executive Chairman reasonably informed on material operational matters;
 
·                                           Assist, in concert with the Executive Chairman, in setting Board meeting agendas and Board committee meeting schedules; and
 
·                                           Serve as chairman of meetings of the Board when neither the Executive Chairman nor Independent Lead Director is present.
 
4.                                       Additional Requirements . The Board deems it advisable to agree to certain requirements regarding the composition of the Board in order to accomplish long-term strategic objectives, to implement special oversight and to enhance the operations of the Board and the Company.  In furtherance of the foregoing, the Board hereby adopts, and incorporates herein by reference, the terms of Exhibit A hereto, which may only be amended, modified or terminated prior to the second anniversary of the Effective Date (such two-year period, the “ Governance Period ”) by the unanimous vote of the members of the Board.
 
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B.                                     Functions of the Board — Meetings
 
1.                                       Frequency of Board Meetings. The Board shall conduct four regularly scheduled meetings per year. Special meetings will be convened as necessary. Long-term strategic and business plans will be reviewed periodically during regularly scheduled meetings. The schedule for regular meetings of the Board and committees for each year shall be submitted to and approved in advance by the Board. As under the Company’s articles of association (the “ Articles ”), the Executive Chairman of the Board or CEO may call for notice of a special meeting of the Board if deemed advisable. Special meetings may also be called by the Secretary or the CEO on the written request of two directors.
 
2.                                       Attendance. Directors are expected to devote sufficient time and attention to prepare for, attend and participate in Board meetings and meetings of committees on which they serve, including advance review of pre-meeting agenda materials circulated prior to each meeting.
 
3.                                       Executive Sessions of Independent Directors. The independent directors shall meet at regularly scheduled executive sessions outside the presence of the CEO and other Company personnel at each regular Board meeting and may convene such sessions during any Board meeting or by notice of a special Board meeting.
 
The Independent Lead Director or, if absent, his or her designee, shall serve as Executive Session chairman when the Board meets in independent director executive session and will serve as the interface between the Board and the CEO in communicating the matters discussed during the executive sessions. The Company will appropriately disclose the name of the Independent Lead Director and the method by which interested parties may contact the independent directors.
 
4.                                       Regular Attendance of Non-Directors at Board Meetings. The Company’s Chief Financial Officer and the General Counsel will be present during the Board meetings, except where there is a specific reason for one or both of them to be absent or excluded. In addition, the Executive Chairman of the Board may invite one or more other members of senior management of the Company to be in regular attendance at Board meetings and may include other Company officers and employees from time to time as appropriate under the circumstances.
 
5.                                       Board Access to Management and Independent Advisors. Directors shall have open access to the Company’s management and independent advisors, such as attorneys or auditors. The Board encourages senior management to bring managers into Board or committee meetings and other scheduled events who (a) can provide additional insight into matters being considered or (b) represent managers with future potential whom senior management believe should be given exposure to the members of the Board. Management and employees of the Company shall have access to the independent directors as provided in the Company Code of Business Conduct Policy.
 
6.                                       Limitation on Outside Directorships. To assure that members of the Board will be able to devote proper attention to their duties and responsibilities as members of
 
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the Board, a member of the Board shall not serve on more than three other for-profit public company boards without specific prior approval by the Board.
 
7.                                       Selection of Agenda Items for Board Meetings. The Executive Chairman of the Board, in consultation with the CEO and the Independent Lead Director, shall establish the agenda of each Board meeting and other Board members are encouraged to suggest items for inclusion on the agenda. Each director is free to raise subjects that are not on the meeting agenda.
 
8.                                       Pre-meeting Agenda Materials. In advance of each regular Board or committee meeting, an agenda booklet will be distributed to each director by the Company’s Secretary or Assistant Secretary. The committee materials shall be distributed to all directors, regardless of committee membership. As respects special meetings of the Board or committees, notice, an agenda and background materials shall be distributed to all directors. The agenda booklet may be submitted in electronic form.
 
To the extent feasible or appropriate, information and data important to the directors’ understanding of the matters to be considered, including background summaries of presentations to be made at Board or committee meetings and proposed resolutions, will be distributed in advance of the meeting. Directors also shall routinely receive periodic financial statements, earnings reports, press releases, analyst reports and other information designed to keep them informed of the material aspects of the Company’s business, performance and prospects.
 
C.                                     Board Structure
 
1.                                       Board Independence. The Board shall be comprised of at least a majority of independent directors who meet the criteria for independence as required by the New York Stock Exchange (“ NYSE ”) and the U.S. Securities and Exchange Commission (“ SEC ”). A director qualifies as “independent” if the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or its subsidiaries). The Company shall publicly disclose these determinations in its annual proxy statement. Independent directors shall inform the Board when there are any changes in their circumstances or relationships that are reasonably likely to affect their independence, including all business relationships between a director and the Company, its affiliates or members of management.
 
2.                                       Size of the Board. The Board believes that, optimally, the Board should number between 9 and 11 members. The Company’s Articles prescribe that the number of directors will not be less than 3 or more than 15.
 
3.                                       Election of Directors. The Articles provide that the Board is not divided or “classified” with respect to the time directors individually hold office. Each director holds office for a term ending on the date of the next Annual General Meeting following the Annual General Meeting at which such director was elected.
 
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4.                                       Selection of Directors. Subject to the requirements set forth in Exhibit A , the Nominating and Governance Committee, with input from the Executive Chairman, other Board members or shareholders, is responsible for identifying and screening candidates for Board membership. The Board is responsible for nominating members to the Board and for filling vacancies on the Board that may occur.
 
5.                                       Board Membership Criteria. Candidates nominated for election or re-election to the Board should possess the following qualifications:
 
·                                           Personal characteristics:
 
·                                           highest personal and professional ethics, integrity and values;
 
·                                           an inquiring and independent mind; and
 
·                                           practical wisdom and mature judgment.
 
·                                           Experience at the policy-making level in business, government or education.
 
·                                           Expertise that is useful to the Company and complementary to the background and experience of other Board members. In this regard, previous executive and board experience, an international perspective, capital intensive cyclical business experience and knowledge of the global oil and gas industry are considered to be desirable.
 
·                                           Willingness to devote the required amount of time to perform the duties and responsibilities of Board membership.
 
·                                           Commitment to serve on the Board over a period of several years to develop knowledge about the Company’s principal operations.
 
·                                           Willingness to represent the best interests of all shareholders and objectively appraise management performance.
 
·                                           No involvement in activities or interests that create a conflict with the director’s responsibilities to the Company and its shareholders.
 
The Nominating and Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time and shall periodically review and update the criteria as deemed necessary. Diversity in personal background, race, gender, age and nationality for the Board as a whole may be taken into account favorably in considering individual candidates.
 
The Nominating and Governance Committee will evaluate the qualifications of each director candidate against these criteria in making its recommendation to the Board concerning nominations for election or re-election as a director.
 
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6.                                       Conflicts of Interest. Each director has a statutory duty, a fiduciary duty and an implied duty of loyalty to the Company and, in certain circumstances, to its shareholders to avoid actual or potential conflicts of interests, as well as the duty to act in good faith in the performance of his or her duties as a Company director.
 
If an actual or potential conflict of interest develops, whether because of a change in the business operations of the Company or a subsidiary, or in a director’s circumstances (for example, significant and ongoing competition between the Company and a business with which the director is affiliated), or otherwise, the director should report the matter immediately to the Board for evaluation. A significant and potentially ongoing conflict must be resolved or the director should resign.
 
If a director has a personal or business interest in a proposed transaction, arrangement or other matter before the Board involving the Company, or an existing transaction or arrangement with the Company, the director shall disclose the interest to the Board (to the extent not already disclosed) and excuse himself or herself from participation in the related deliberations and shall abstain from voting on the matter.
 
7.                                       Declarations of Interests. On at least an annual basis, each director shall present to the Board a declaration of interests, setting forth such director’s business affiliations with third parties. Each declaration of interests shall include, without limitation, any relationship between the directors and any entities (other than the Company) with which any other directors and/or officers are affiliated, as a potential or actual conflict of interest could arise in such situations. Each director shall present to the Board an updated declaration of interest promptly after entering into a new affiliation or changing a pre-existing affiliation. The Secretary shall keep a register of the declarations of interests made by the directors, and such register shall be reviewed by the Board from time to time and at least annually for completeness and accuracy.
 
8.                                       Change in a Director ’s Principal Occupation. As a matter of policy, any director who changes his or her principal occupation shall promptly notify the Board of the change and submit a pro-forma letter of resignation from the Board. The other members of the Board shall meet in private session and determine whether the change of occupation impacts the director’s independence or creates a conflict of interest. Following such determination, the directors (other than the director with a change in occupation) shall decide whether to accept or reject the pro-forma resignation.
 
9.                                       Director Retirement. The mandatory retirement age for directors is 72. A director shall not stand for re-election to the Board if he or she would be 72 years old when the new term of office begins. A director who turns 72 after re-election may continue to serve as director until the following Annual General Meeting. Further, a director shall be deemed to have retired with the consent of the Board for purposes of such director’s equity award agreements, absent a resolution by the Board to the contrary, if (i) he or she does not stand for re-election due to the mandatory
 
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retirement age; or (ii) he or she does not stand for re-election after at least five years of service on the Board (including service on the board of any predecessor entity or entity acquired directly or indirectly by the Company).
 
10.                                Director Compensation Review. Company management or third party consultants with expertise on director compensation shall periodically report compensation practices in relation to other companies of comparable size and the Company’s competitors.
 
11.                                Director Compensation. Changes in director compensation shall be implemented upon the recommendation of the Compensation Committee, subject to full discussion and approval by the Board.
 
D.                                     Committees of the Board
 
1.                                       Number and Types of Committees. A substantial portion of the analyses and work of the Board is performed by standing Board committees. A director is expected to participate actively in the meetings of each committee to which he or she is appointed.
 
The Board has established three standing committees, an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Each committee’s charter shall be periodically reviewed by the committee and the Board and revised as may be deemed appropriate. Any Board committee may establish such subcommittees as it deems appropriate.
 
The Board may also establish such other standing or special committees as it may deem appropriate.
 
2.                                       Composition of Committees. Only independent directors meeting the applicable NYSE and SEC requirements shall serve on the standing committees. Subject to the requirements set forth in Exhibit A , the composition of each committee and the independence of the directors shall be reviewed annually by the Board.
 
3.                                       Assignment of Committee Members. Following each Annual General Meeting of Shareholders and subject to the requirements set forth in Exhibit A , the Nominating and Governance Committee, with direct input from the Executive Chairman, shall recommend to the Board the membership of the various committees, including the appointment of committee chairpersons, and the Board shall make a final determination relative to such committee and chairperson assignments. In making its recommendations to the Board, the Nominating and Governance Committee shall take into consideration the need for continuity, subject matter expertise, applicable SEC, Internal Revenue Service, NYSE or U.K. Companies Act requirements, tenure, and the desires of the individual Board members.
 
4.                                       Rotation of Committee Membership and Chairpersons. Subject to the requirements set forth in Exhibit A , upon recommendation of the Nominating and Governance Committee, the Board is responsible for the appointment of committee members according to criteria that it determines to be in the best interest of the Company and
 
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its shareholders. The Board shall consider periodic rotation of committee membership, taking into account desirability of rotating committee members, the benefits of continuity and experience, applicable legal, regulatory and stock exchange listing requirements, and the desires of individual directors. The Board shall also consider the desirability of rotating committee chair responsibilities when appointing or reappointing chairpersons.
 
5.                                       Frequency and Length of Committee Meetings. Each committee shall meet as frequently and for such length of time as may be required to carry out its assigned duties and responsibilities. The Audit Committee shall meet at least quarterly with management, internal auditors and independent auditors. The chairperson of a committee or any two members of a committee may call for notice of a special committee meeting at any time if deemed advisable.
 
6.                                       Regular Attendance at Committee Meetings. All of the Company’s directors are encouraged to attend committee meetings, except where the committee chairperson determines that there is a specific reason to limit attendance at the meeting. The committee chairperson may invite one or more members of senior management of the Company to be in regular attendance at meetings and may include other officers and employees from time to time as appropriate under the circumstances.
 
7.                                       Committee Agendas; Reports to the Board. Appropriate members of management and staff will prepare agenda and related background information for each committee meeting. The Executive Chairman, the committee chairperson and each committee member is free to suggest items for inclusion on the committee’s agenda and to raise subjects that are not on the meeting agenda.
 
Reports on each committee meeting may be made to the full Board by the committee chairperson as deemed appropriate by the Executive Chairman of the Board. All directors shall receive copies of each committee’s agenda and associated materials, including meeting minutes.
 
E.                                      Other Board Practices
 
1.                                       Shareholder Communications to the Board. The Company shall establish a process by which shareholders may communicate with the Board. Said process shall provide a means for submission of such communications directly to the incumbent chairpersons of all of the Board’s standing committees.
 
2.                                       Director Attendance at Shareholders Meetings. It is the Policy of the Company that, barring extenuating circumstances, all members of the Board shall attend the Company’s Annual General Meeting of Shareholders and also are encouraged to attend any and all special shareholders meetings which may be duly convened.
 
3.                                       Evaluation of CEO Performance. Each year, the independent directors shall meet in executive session to evaluate the performance of the CEO. To facilitate the evaluation, the Nominating and Governance Committee shall coordinate a process for the independent directors to consider CEO performance in advance of the Board meeting during which the CEO’s performance is to be reviewed. In evaluating the
 
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CEO, the independent directors shall take into consideration the executive’s performance in both qualitative and quantitative areas, including:
 
·                                           Leadership and vision;
 
·                                           Integrity;
 
·                                           Keeping the Board informed on matters affecting the Company and its business units;
 
·                                           Performance of the business (including such measurements as total shareholder return and achievement of financial objectives and goals);
 
·                                           Development and implementation of initiatives to provide long-term economic benefit to the Company;
 
·                                           Accomplishment of strategic objectives; and
 
·                                           Development of management.
 
The evaluation will be communicated to the CEO by the Executive Chairman and will be considered when reviewing the CEO’s compensation. The results of the evaluation shall be considered by the Compensation Committee (or a duly appointed Subcommittee thereof) in respect of the CEO’s compensation. Any decision with respect to the CEO’s continued employment, compensation and duties shall be subject to compliance with the terms of Exhibit A and having regard to the terms of any employment agreement then in effect.
 
4.                                       Management Succession Planning. The CEO is responsible for developing and maintaining a process for advising the Board on planning for potential successor Chief Executive Officers, as well as for other key senior management positions in the Company. The independent directors are responsible for oversight of succession planning in the Company. The Board traditionally appoints and elects the Company officers following each Annual General Meeting of Shareholders and, in connection therewith, the Nominating and Governance Committee and Board shall work with the CEO to plan orderly management succession and develop plans for interim succession for the CEO in the event of an unexpected occurrence. Management succession planning may be reviewed more frequently by the Board as it deems appropriate. The Nominating and Governance Committee may designate a Management Succession Subcommittee to assist in fulfilling this function, and such Subcommittee, at the Board’s discretion, may include non-employee directors who are not serving on the Nominating and Governance Committee.
 
5.                                       Management Service on Other Public Company Boards. While it is recognized that it may be appropriate for Company officers to serve on the board of directors of another for-profit public company, such service shall be subject to the prior written approval by the Company’s CEO and reported to the Board. As respects the
 
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Company’s CEO, service on the board of directors of any other for-profit public company shall be subject to prior approval by the Board.
 
6.                                       Evaluation of Board Performance. The Nominating and Governance Committee shall develop a process whereby the Board will annually review Board and committee performance, including the conduct of Board and committee meetings, to provide input on means of improving the effectiveness of the Board and its committees.
 
7.                                       Evaluation of Individual Director Performance. The Nominating and Governance Committee shall develop a process whereby each of the directors will periodically review performance of the other directors to provide input on director performance and to facilitate future director nominations.
 
8.                                       Risk Oversight. The Board should understand the principal risks associated with the Company’s business on an ongoing basis and it is the responsibility of management to assure that the Board and its committees are kept well informed of these changing risks on a timely basis. It is important that the Board oversee the key risk decisions of management, which includes comprehending the appropriate balance between risks and rewards. The Board reserves oversight of the major risks facing the company and has delegated certain risk oversight responsibility to the appropriate committees.
 
9.                                       New Director Orientation. New directors shall participate in an orientation program that includes comprehensive information about the Company’s business and operations, general information about the Board and its committees (including a summary of director compensation and benefits), and a review of director duties and responsibilities.
 
10.                                Director Continuing Education. The Company’s directors are encouraged to participate in continuing education programs to increase their knowledge of corporate governance and enhance their effectiveness on the Company’s Board. The Company shall reimburse all reasonable and customary expenses incurred for this purpose.
 
11.                                Share Ownership Guidelines. The Company has adopted share ownership guidelines to further align directors and named executive officers (as named in the Company’s most current proxy statement) with the interests of shareholders. Non-employee directors, within five years of their appointment to the Board, are required to hold an equity interest in the Company having a value of at least five times (5x) the director’s annual retainer. Named executive officers are subject to the following guidelines within five years of being appointed to the position in question: (i) the CEO is required to hold an equity interest in the Company having a value of at least six times (6x) his or her base salary; (ii) all Executive Vice Presidents and the Chief Operating Officer are required to hold an equity interest in the Company having a value of at least two times (2x) his or her base salary; and (iii) each other named executive officer is required to hold an equity interest in the Company having a value of at least one times (1x) his or her base salary. In the event that a named executive officer is not in compliance with these guidelines, the
 
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officer shall be subject to a holding period for all equity interests of the Company he or she owns, except as required to satisfy tax withholding obligations, until he or she meets these guidelines. Thereafter, he or she may sell equity of the Company so long as compliance with these guidelines is maintained.
 
For purposes of these guidelines, “equity interest” means the Company’s publicly traded shares (a) owned directly (including through open market purchases or acquired and held upon vesting of equity awards under a Company plan); (b) owned indirectly, if the individual has an economic interest in the shares (including shares owned jointly with or separately by the individual’s spouse or held in trust for the benefit of the individual, the individual’s spouse and/or children); (c) deliverable upon settlement of equity awards under a Company plan, excluding options and the portion of any award that remains subject to achievement of performance goals; and (d) held in a 401 (k) plan and any deferred compensation accounts. For purposes of these guidelines, equity interests shall be valued at the greater of: (a) with respect to shares underlying unvested equity interests awarded under a Company plan, the closing price of the Company’s shares on the date of award of the equity interest; and (b) with respect to any equity interest, including shares underlying unvested equity interests awarded under a Company plan, the closing price of the Company’s shares on the last trading day of the prior calendar year or on the trading day immediately preceding the date on which compliance with these guidelines is determined, whichever is higher. For purposes of these guidelines, in the event a director or an officer who has met the ownership guidelines but whose ownership subsequently falls below the guidelines due to a decline in the price of the Company’s publicly traded shares and not to sales of equity interests, such director or officer will be deemed to remain in compliance until the price of the Company’s shares returns to a level at which he or she meets the guidelines.
 
12.                                Pledging . In no case shall a director or officer of the Company enter into any arrangement pursuant to which securities of the Company held by such director or officer are pledged, hypothecated or otherwise used as collateral or security for any other obligation, including, without limitation, pursuant to a margin account arrangement. Further, with respect to any shares that were already subject to such an arrangement prior to the Effective Date, such shares shall not be counted for purposes of the share ownership guidelines set forth above.
 
13.                                Periodic Review of These Guidelines; Amendment and Modification. Corporate governance and the function of the Board involve a dynamic and evolving process. Accordingly, these Governance Guidelines will be reviewed periodically by the Nominating and Governance Committee and any recommended revisions will be submitted to the full Board for consideration and approval. These Governance Guidelines may be amended or modified from time to time by the Board, provided that, prior to the end of the Governance Period, any amendment, modification or termination of (i)  Section A (Functions of the Board —Directors) or (ii)  Exhibit A attached hereto shall require the unanimous vote of the members of the Board.
 
14.                                Public Disclosure. This Policy, the Company’s Code of Business Conduct Policy and the Board committee charters, and all revisions and amendments thereto, shall
 
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be posted on the Company’s website. The Company’s annual proxy statement will also include a statement to the effect that this information is available on the Company’s website and in print to any person who requests it.
 
15.                                Reliance on Information. In discharging responsibilities as a director, a director is entitled to rely in good faith and in his or her independent judgment and to a reasonable degree on reports or other information provided by the Company’s management, independent auditors, and other persons as to matters the director reasonably believes to be within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
 
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EXHIBIT A
 
Certain Additional Requirements
 
The Board deems it advisable and in the best interest of the Company to agree to certain requirements of the Board defined in this Exhibit A to be effective from the Effective Date and until the end of the Governance Period, unless extended by the Board.
 
1.                                       Board Si ze. The Board shall take all necessary action to cause, as of the Effective Date, the size of the Board to be 11 directors in order to appoint (a) six directors to be designated by the Company (such persons designated by the Company prior to the consummation of the transaction contemplated by the Transaction Agreement, the “ Ensco Directors ”) and (b) five directors to be designated by Rowan (such persons designated by Rowan prior to the consummation of the transaction contemplated by the Transaction Agreement, the “ Rowan Directors ”) pursuant to the procedures set forth in Section 1.4 of the Transaction Agreement.
 
2.                                       Re-Election . The Ensco Directors and Rowan Directors shall (unless and until any of the circumstances set out in Section 1.4(d) of the Transaction Agreement arises and subject to this Section 2) serve as directors of the Company during the Governance Period.  For the first and second Annual General Meetings of the Shareholders following the Effective Date (the “ Applicable Meetings ”), except as provided in this Section 2, the Nominating and Governance Committee and the Board shall nominate, recommend and designate the Ensco Directors and Rowan Directors then on the Board for re-election (the “ Recommended Slate ”).  The Board and the Nominating and Governance Committee shall take all action necessary to ensure the election of the Recommended Slate at the Applicable Meeting.  Notwithstanding the foregoing, if the Nominating and Governance Committee, by unanimous vote, determines not to nominate any Ensco Director or Rowan Director for re-election at an Applicable Meeting, such director shall not be nominated, recommended or designated for re-election; provided that, if the applicable director is a member of the Nominating and Governance Committee, then the vote required not to nominate such director for re-election shall be the unanimous vote of the other members of such Committee and the unanimous vote of the Board other than such director.
 
3.                                       Executive Chairman . Subject to the second paragraph of this Section 3, Carl G. Trowell shall be appointed the chairman of the Board (the “ Executive Chairman ”) for the 18-month period commencing at the Effective Date.  During such 18-month period, the Board shall not and shall cause the Company not to amend, modify or terminate that certain Restated Employment Agreement, dated as of the date of the Transaction Agreement, between Ensco Services Limited and Mr. Trowell (the “ Chairman Agreement ”) without the unanimous vote of the members of the Board. For the avoidance of doubt and in compliance with the Company’s Articles, Mr. Trowell shall not be entitled to vote with respect thereto.
 
If Mr. Trowell is unable or unwilling to serve at any time (including in circumstances where he is not re-elected as a director of the Company at the first Annual General Meeting of Shareholders after the Effective Date or is otherwise removed from office by a resolution of the Company’s shareholder in accordance with applicable law) or when Mr. Trowell’s term as Executive Chairman expires, then a non-executive chairman shall be appointed by the Board from among the independent directors of the Board.  In the event a non-executive Chairman is appointed, the Board may, in its discretion, elect either to fill the vacancy caused by the departure
 
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of the Executive Chairman by appointing an additional non-executive director or to cause the size of the Board to be reduced by one.
 
4.                                       Chief Executive Officer .  As set forth in, and subject to, the Employment Agreement, dated as of the date of the Transaction Agreement, between the Company, Rowan Companies Inc., Ensco Global Resources Limited and Thomas P. Burke (the “ CEO Agreement ”), the Board shall designate Dr. Burke as the chief executive officer of the Company during the Governance Period and, during such period, shall not and shall cause the Company not to amend, modify or terminate the CEO Agreement without the unanimous vote of the members of the Board.  For the avoidance of doubt and in compliance with the Company’s Articles, Dr. Burke shall not be entitled to vote with respect thereto.
 
5.                                       Nominating and Governance Committee Membership .  During the Governance Period, the Board shall take all necessary action to cause the Nominating and Governance Committee of the Board to consist of four members, two of which shall be Ensco Directors and two of which shall be Rowan Directors.
 
6.                                       Independent Lead Director .  For so long as there is an Executive Chairman, the Board shall take all action to appoint an Independent Lead Director.  For so long as the Executive Chairman is Mr. Trowell, the Independent Lead Director shall be a Rowan Director.
 
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Exhibit 10.1 
 
Execution Version

DATED OCTOBER 7, 2018

RESTATED EMPLOYMENT AGREEMENT

(1)  ENSCO SERVICES LIMITED

(2)  CARL TROWELL

 
THIS DEED is dated October 7, 2018
 
BETWEEN:
 
(1)                                  ENSCO SERVICES LIMITED incorporated and registered in England and Wales with company number 04605864 whose registered office is at 7 Albemarle Street, London, England, W1S 4HQ (the “Company” ); and
 
(2)                                  CARL TROWELL of Sandhill, Sandhill Lane, Crawley Down West Sussex RH10 4LE (the “Employee” ).
 
AGREED TERMS
 
1.                                       INTERPRETATION
 
1.1                                The definitions and rules of interpretation in this clause 1 apply in this Agreement.
 
Appointment                                                                                                                                                            the employment of the Employee by the Company pursuant to this Agreement.
 
Board                                                                                                                                                                                                 the board of directors of the Parent Company from time to time (including any committee of the Board duly appointed by it).
 
Capacity                                                                                                                                                                                  as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
 
Change in Control                                                                                                                             the occurrence of any of the following events: (i) a change in the ownership of the Parent Company, which occurs on the date that any one person, or more than one person acting in concert (as defined in the City Code on Takeovers and Mergers), acquires ownership of Shares that, together with Shares held by such person or persons acting in concert, constitutes more than fifty percent (50%) of the total voting power of the Shares, or (ii) the majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, or (iii) a sale of all or substantially all of the assets of the
 
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Parent Company; provided, however, a Change in Control of the Parent Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the beneficial holders of the voting Shares immediately before such transaction or series of transactions continue to have a majority of the direct or indirect ownership in one or more entities which, singly or together, immediately following such transaction or series of transactions, either (A) own all or substantially all of the assets of the Parent Company as constituted immediately prior to such transaction or series of transactions, or (B) are the ultimate parent with direct or indirect ownership of all of the voting Shares after such transaction or series of transactions.  For further clarification, a “Change in Control” of the Parent Company shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions effected for the purpose of changing the place of incorporation or form of organization of the Parent Company or the ultimate parent company of the Parent Company and its subsidiaries.
 
Closing                                                                                                                                                                                          has the meaning given in the Transaction Agreement.
 
Commencement Date                                                                                                             means the Effective Time.
 
Company Policies                                                                                                                               the policies of the Company and the Parent Company that are applicable to employees of the Company (including, without limitation, the Ensco plc Code of Business Conduct and any employment handbook), as may be amended from time to time.
 
Confidential Information                                                                                     information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs
 
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and finances of any Group Company for the time being confidential to any Group Company and trade secrets including, without limitation, technical data and know-how relating to the business of any Group Company or any of their business contacts, including in particular (by way of illustration only and without limitation):
 
(a)                                              information relating to the business of exploring, acquiring, developing, exploiting and disposing of oil and natural gas resources (regardless of when conceived, made, developed or acquired);
 
(b)                                              information relating to the business or prospective business, current or projected plans or internal affairs of the Company or any Group Company
 
(c)                                               information relating to the current or prospective marketing or sales of any products or services of any Group Company, including non-public lists of customers’ and suppliers’ names, addresses and contacts; sales targets and statistics; market share and pricing information; marketing surveys; research and reports; non-public advertising and promotional material; strategies; and financial and sales data;
 
(d)                                              information relating to any actual or prospective business strategies of any Group Company;
 
(e)                                               information relating to any actual acquisitions, investments or corporate opportunities or prospective acquisition, investment targets or corporate opportunity;
 
(f)                                                know-how, trade secrets, unpublished information relating to any Group Company’s intellectual property and to the creation, production or supply of
 
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any products or services of any Group Company;
 
(g)                                               information to which any Group Company owes an obligation of confidence to a third party (including, without limitation, customers, clients, suppliers, partners, joint venturers and professional advisors of any Group Company); and
 
(h)                                              other commercial, financial or technical information relating to the business or prospective business of any Group Company or to any past, current or prospective client, customer, supplier, licensee, officer or employee, agent of any Group Company or any member or person interested in the share capital or assets of any Group Company and any other person to whom any Group Company may provide or from whom they may receive information (whether marked confidential or not).
 
Corporate Governance Policy                                                           means the Parent Company’s Corporate Governance Policy, as amended prior to the Effective Time.
 
Effective Time                                                                                                                                                has the meaning given in the Transaction Agreement.
 
End Date                                                                                                                                                                                 has the meaning given in the Transaction Agreement (and as that date may be extended in accordance with that agreement).
 
Garden Leave                                                                                                                                                    any period during which the Board has exercised its rights under clause 19.
 
Good Reason                                                                                                                                                          the occurrence of any of the following events (without the Employee’s express written consent) arising during the Appointment: (i) a material reduction in the Employee’s base salary or a material reduction in the aggregate overall compensation opportunity available to Employee, (ii) a material diminution in the Employee’s authority, duties or
 
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responsibilities, (iii) a permanent relocation in the geographic location at which the Employee must perform services to a location outside the London Metropolitan Area, or (iv) any other action or inaction that constitutes a material breach by the Company of its obligations under this Agreement.  In the case of the Employee’s allegation of Good Reason, (A) the Employee shall provide notice to the Board of the event alleged to constitute Good Reason within ninety (90) days of the occurrence of such event, and (B) the Company shall have the opportunity to remedy the alleged Good Reason event within thirty (30) days from receipt of notice of such allegation.  If the Company does not cure the circumstance giving rise to Good Reason to the Employee’s reasonable satisfaction, the Employee must terminate his employment with the Company within thirty (30) days following the end of the thirty (30) day cure period described in clause (B) above in order for his termination to be considered a termination for Good Reason.
 
Group Company                                                                                                                                      the Company, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time.
 
Incapacity                                                                                                                                                                         any sickness, injury or other medical disorder or condition which prevents the Employee from carrying out his duties.
 
Intellectual Property Rights                                                                        patents, rights to Inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all
 
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applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
 
Invention                                                                                                                                                                               any invention, idea, discovery, development, improvement or innovation, whether or not patentable or capable of registration, and whether or not recorded in any medium.
 
Long-Term Incentive Plans                                                                          means the Parent Company’s 2012 Long-Term Incentive Plan and/or the Parent Company’s 2018 Long-Term Incentive Plan.
 
Parent Company                                                                                                                                     means Ensco plc, a company incorporated and registered in England and Wales with company number 07023598 (or any other such name by which the entity is known from time to time).
 
Pre-Contractual Statement                                                                              any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Employee’s employment under this Agreement which is not expressly set out in this Agreement.
 
Restricted Area                                                                                                                                             the Gulf of Mexico, the Santos, Campos and Espirito Santo basins off the coast of Brazil, the North Sea, the Arabian Gulf, and Kwanza and Lower Congo Basins off the coast of Angola, and any additional territory where the Group Company operates or is planning to commence operations as of the Termination Date.
 
Restricted Business                                                                                                                         (i) the business of offshore drilling rig contracting and associated activities carried out by any Group Company and with which the Employee was involved to a material extent or for which he was
 
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responsible at any time in the 12 months before the Termination Date; and (ii) any other parts of the business of any Group Company with which the Employee was involved to a material extent or for which he was responsible at any time in the 12 months before the Termination Date.
 
Restricted Customer                                                                                                                  any firm, company or person who, at any time during the 12 months before the Termination Date, was a customer or prospective customer of or was in the habit of dealing with any Group Company and with whom the Employee had material contact or about whom he became aware or informed in the course of employment.
 
Restricted Person                                                                                                                                  anyone employed or engaged (including as a consultant or independent contractor) by any Group Company with whom the Employee dealt at any time in the 12 months before the Termination Date in the course of employment and who (i) has regular and significant contact with any customers or suppliers of any Group Company, (ii) is engaged in senior capacity, (iii) is paid a base annual salary or fee of £75,000 (or equivalent in foreign currency) or more, or (iv) could materially damage the interests of any Group Company if they were involved in any Capacity in any business concern which competes with any Restricted Business.
 
RSU Award                                                                                                                                                                   means a Restricted Share Unit award granted under any of the Long-Term Incentive Plans.
 
Share                                                                                                                                                                                                    means shares in the capital of the Parent Company.
 
Subsidiary / Holding Company                                                      in relation to a company mean “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006.
 
Term                                                                                                                                                                                                     has the meaning given in clause 2.2.
 
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Termination Date                                                                                                                                the date of termination of the Employee’s employment with the Company, however caused.
 
Transaction Agreement                                                                                               means the transaction agreement between Ensco plc and Rowan Companies plc dated as of October 7, 2018 relating to the acquisition of Rowan Companies plc ordinary shares by Ensco plc on the terms and subject to the conditions set out in that agreement.
 
1.2                                The headings in this Agreement are inserted for convenience only and shall not affect its construction.
 
1.3                                A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
 
1.4                                Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
 
1.5                                Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
 
2.                                       TERM OF APPOINTMENT
 
2.1                                This Agreement and the Employee’s appointment as Chairman shall be wholly conditional upon Closing. In the event that Closing does not occur or proceed for whatever reason by the End Date, the parties agree that this Agreement shall cease to have effect and be automatically null and void, and the Employee’s Employment Agreement dated March 3 2014 (the “ Prior Agreement ”) as in force prior to the Effective Time will continue to apply.
 
2.2                                The Appointment shall commence on the Commencement Date and shall continue, subject to the remaining terms of this Agreement, until it terminates on the expiry of 18 months (the “ Term ”) without the need for notice unless earlier terminated by either party giving the other not less than thirty (30) days’ prior notice in writing.
 
2.3                                No employment with a previous employer counts towards the Employee’s period of continuous employment with the Company.
 
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2.4                                The Employee consents to the transfer of his employment under this Agreement to a Group Company at any time during the Appointment provided that his terms and conditions of employment shall remain the same, and provided also that his role and status within the Company and any Group Company shall be commensurate with his current role and status.
 
3.                                       EMPLOYEE WARRANTIES
 
3.1                                The Employee represents and warrants to the Company that, by entering into this Agreement or performing any of his obligations under it, he will not be in breach of any court order or any express or implied terms of any contract or other obligation binding on him (including, without limitation, any obligation or restriction on the Employee with respect to any prior employment) and undertakes to indemnify each Group Company against any claims, costs, damages, liabilities or expenses which any Group Company may incur as a result if he is in breach of any such obligations or restrictions.
 
3.2                                The Employee warrants that he is entitled to work in the United Kingdom without any additional approvals and will notify the Company immediately if he ceases to be so entitled during the Appointment.
 
3.3                                The Employee warrants that he is not subject to any restrictions which prevent him from holding office as a director.
 
3.4                                The Employee represents and warrants that his execution of this Agreement shall not give right to any severance benefits or otherwise under the Prior Agreement.
 
4.                                       DUTIES
 
4.1                                The Employee shall serve as the Executive Chairman of the Parent Company.
 
4.2                                During the Appointment the Employee shall:
 
(a)                        comply with the provisions of the Corporate Governance Policy;
 
(b)                        act as a member of the Board and, if so required by the Board,  act as a member of the board of directors of other Group Companies, in each case subject to the Employee’s nomination and election (and annual re-election) to the Board or other boards of directors, as applicable;
 
(c)                         carry out duties on behalf of any other Group Company including, if so required by the Board, acting as an officer or consultant of any such Group Company;
 
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(d)                        comply with the articles of association (as amended from time to time) of any Group Company of which he is a director;
 
(e)                         abide by any statutory, fiduciary or common-law duties to any Group Company of which he is a director;
 
(f)                          not do anything that would cause him to be disqualified from acting as a director;
 
(g)                         comply with all requirements, recommendations or regulations, as amended from time to time, of all regulatory authorities relevant to any Group Company and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of any Group Company;
 
(h)                        comply with the requirements under both legislation and regulation as to the disclosure of inside information, insider dealing and market abuse;
 
(i)                            comply with the Company’s anti-corruption and bribery policy and related procedures and conduct the services to be provided by the Employee hereunder in strict compliance with the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 and any other law, regulation, order, decree or directive of any jurisdiction relevant to any Group Company or any of their affiliates having the force of law and relating to, without limitation, bribery, kickbacks, or similar business practices;
 
(j)                           comply with the Ensco plc Code of Business Conduct, as amended from time to time;
 
(k)                        unless prevented by Incapacity or as agreed in writing by the Board, devote the whole of his time, attention and abilities to the business of the Company and any Group Company of which he is an officer or consultant;
 
(l)                            faithfully and diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board together with such person or persons as the Board may appoint to act jointly with him;
 
(m)                    comply with all reasonable and lawful directions given to him by the Board;
 
(n)                        promptly make such reports to the Board in connection with the affairs of any Group Company on such matters and at such times as are reasonably required;
 
(o)                        report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of any Group Company to the Board immediately on becoming aware of it;
 
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(p)                        use his best endeavours to promote, protect, develop and extend the business of the Company and the other Group Companies;
 
(q)                        consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and
 
(r)                           comply with any electronic communication systems policy that the Company may issue from time to time.
 
4.3                                The Employee shall comply with all Company Policies. The Company Policies do not form part of this Agreement and the Company may amend them at any time. To the extent that there is any conflict between the terms of this Agreement and any Company Policy, this Agreement shall prevail.
 
4.4                                All documents, manuals, hardware and software provided for the Employee’s use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones), remain the property of the Company.
 
5.                                       PLACE OF WORK
 
5.1                                Unless otherwise agreed by the parties, the Employee’s normal place of work is the Parent Company’s headquarters at 6 Chesterfield Gardens, 3rd Floor, London, United Kingdom, W1J 5BQ or such other place within the London Metropolitan Area as the Parent Company may establish as its corporate headquarters from time to time.
 
5.2                                The Employee agrees to travel on any Group Company’s business (both within the United Kingdom or abroad) as may be required for the proper performance of his duties under the Appointment.  The Employee acknowledges and agrees that extensive and regular international travel will be required in the performance of his duties.  The Employees’ business travel shall be undertaken in accordance with the Company’s travel reimbursement policy in effect from time to time, which, as of the Commencement Date, provides for the Chairman to travel business class both within the United Kingdom and when travelling internationally, or first class (if available) when travelling internationally for over three hours.
 
6.                                       HOURS OF WORK
 
The hours of work of the Employee are not fixed but are such normal working hours of the Company and such additional hours as may be necessary to
 
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enable him properly to discharge his duties and services.  For information, the normal working hours of the Company are 9 a.m. to 6 p.m. Monday to Friday but it is recognised that normal working hours do not apply to this position.  The Employee will not be entitled to any additional pay for any overtime worked.
 
7.                                       SALARY
 
7.1                                The Employee shall be paid an initial base salary of £450,000 (four hundred and fifty thousand Great British Pounds) per annum (inclusive of any fees due to the Employee by any Group Company as a director or officer of any Group Company).
 
7.2                                The Employee’s salary shall accrue from day to day and be payable monthly in arrears on or before the end of each month directly into the Employee’s bank or building society.
 
7.3                                The Employee’s salary shall be reviewed by the Board annually, the first such review to take place not less than 12 months following the Commencement Date. In the event that there is a material change to UK income taxes rules a salary review shall be triggered (although the Company shall be under no obligation to increase the Employee’s salary).  The Company is under no obligation to award an increase following a salary review. There will be no review of the salary after notice has been given by either party to terminate the Appointment.
 
7.4                                The Company may deduct from the salary, or any other sums owed to the Employee, any money owed to any Group Company by the Employee.
 
8.                                       EXPENSES
 
8.1                                The Company shall reimburse (or procure the reimbursement of) all reasonable expenses wholly, properly and necessarily incurred by the Employee in the course of the Appointment, subject to production of VAT receipts or other appropriate evidence of payment.
 
8.2                                The Employee shall abide by the Company’s policies on expenses as set out in Company Policies from time to time.
 
8.3                                Any credit card supplied to the Employee by the Company shall be used only for expenses properly incurred by him in the course of the Appointment in accordance with the Company’s policies in effect from time to time.
 
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9.                                       INCENTIVE PLAN
 
9.1                                The Employee shall be eligible to participate in the Ensco International Incorporated 2018 Cash Incentive Plan (the “ ECIP ”), subject to the terms of the ECIP as may be amended from time to time.  The Employee’s threshold, target and maximum level of bonus opportunity under the ECIP will be equal to 55%, 110% and 220%, respectively, of the Employee’s base salary actually earned by the Employee. For the year in which the Commencement Date occurs any bonus will be apportioned between base salary actually earned by the Employee as Chief Executive Officer and base salary actually earned by the Employee as Chairman. The Board may, in its sole discretion, increase or decrease the Employee’s bonus opportunity levels.  The actual amount paid to the Employee under the ECIP each year, if any, will be calculated based on the level of achievement of the performance goals established by the Company under the ECIP for the year in question and the terms of the ECIP, and will be subject to time pro-rating where the Employee is not employed by the Company for the whole of the year.
 
9.2                                Save as expressly provided in this Agreement, the terms and conditions of the Long-Term Incentive Plans remain in full force and effect.
 
9.3                                The Employee’s 2016 performance unit awards under the Parent Company’s 2012 Long-Term Incentive Plan shall vest prior to Closing. As a consequence of the Employee’s loss of office as President and Chief Executive Officer of the Parent Company, the Employee agrees to waive with effect from the Commencement Date his 2017, 2018 and 2019 (if any) unvested cash performance unit awards and his 2019 (if any) unvested RSU Awards granted under the Long-Term Incentive Plans in exchange for payment of $5,000,000 (five million United States Dollars) (less income tax and National Insurance contributions) by way of compensation which shall be payable after Closing.
 
9.4                                The Employee’s 2016, 2017 and 2018 unvested RSU Awards will continue and will vest in full on expiry of the Term subject to and in accordance with the rules of the Long-Term Incentive Plans and subject to clause 20.4, 20.5 and 20.6.
 
9.5                                Any bonus payments shall not be pensionable.
 
10.                                BENEFITS
 
10.1                         The Employee agrees and acknowledges that he is not eligible to participate in, or receive benefits under, the Ensco Savings Plan, including the employer matching and profit sharing provisions thereunder, or the 2005 Supplemental
 
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Executive Retirement Plan (the “ US Retirement Plans ”).  During the Appointment the Employee shall be eligible to receive cash payments (the “ Cash Payments ”) equal to the cash amounts that would have been contributed by the Company on the Employee’s behalf to the US Retirement Plans had the Employee participated in such US Retirement Plans (assuming, for purposes of the calculation of the value of the company matching benefit, that the Employee deferred the maximum amount possible under the plan and the United States Internal Revenue Code and received the corresponding company matching benefit).  Such Cash Payments shall be made to the Employee on the first regular payroll date following each date on which the equivalent contributions would have been made or accrued by the Company to the US Retirement Plans had the Employee participated in the US Retirement Plans as of such date during the Appointment.  The Cash Payments shall be subject to all applicable deductions and withholding for income tax and National Insurance Contributions.  The Employee shall be solely responsible for the payment of any additional taxes or other withholding liabilities arising out of the Cash Payments.  In the event that there is a significant change to UK pension rules which would enable the Employee to make payments into the Ensco Limited Retirement Plan, this clause shall be subject to further review by the parties. The Company will comply with its obligations in respect of relevant UK pension legislation.
 
10.2                         The Employee shall be eligible to participate in the same benefit plans and programs in which other executive non-expatriate Company employees who are based in the United Kingdom are eligible to participate, subject to the terms, conditions and limitations of the applicable plans and programs in effect from time to time and any applicable HM Revenue & Customs limits and other limits or restrictions under applicable law.  The provision of any benefits shall not prevent the Company from terminating the Employee’s employment at any time.
 
10.3                         The Company in its sole and absolute discretion reserves the right to discontinue, vary or amend any benefits plans and programs (including the level of the Employee’s cover) at any time on reasonable notice to the Employee, provided that, subject to clauses 10.2 and 10.4, they are replaced with benefits providing a level of cover to the Employee (and, to the extent applicable, to his spouse, dependents and beneficiaries) equal to those provided to other executive non-expatriate Company employees who are based in the United Kingdom.
 
10.4                         Any insured benefit shall be subject to the Employee or, to the extent applicable, the Employee’s spouse, dependants and beneficiaries, satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Board considers reasonable.  If an
 
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insurance provider refuses for any reason to provide any insurance benefit to the Employee, the Company shall not be liable to provide to the Employee any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit.  The Company’s sole obligation in respect of insured benefits is to pay the premium from time to time required by the provider and to pay to the Employee such sums (if any) as may be received by the Company from the provider in respect of any claim made by the Employee under the scheme and, for the avoidance of doubt, the Company shall be under no obligation to take any action to enforce the terms of any insurance or otherwise to procure the benefit of any insurance for the Employee.
 
10.5                         The Employee will continue to receive private medical insurance on the terms applicable to him prior to the Termination Date until the expiry of 24 months following the Termination Date or, if earlier, the date the Employee commences alternative employment which provides such benefits. The provision of benefits under this clause shall only apply if and to the extent that such benefits are provided to employees of the Company for that period, subject always to the terms of the applicable scheme and of any related policy of insurance as in force from time to time. The Company gives no warranty as to the continued existence or extent of such benefits.
 
11.                                HOLIDAYS
 
11.1                         The Employee shall be entitled to paid holiday in accordance with the Company’s holiday policy in effect from time to time, but in any event the Employee shall be entitled to not less than 28 days’ paid holiday in each holiday year in addition to the usual public holidays in England. The Company’s holiday year runs between 1 January and 31 December. If the Appointment commences or terminates part way through a holiday year, the Employee’s entitlement during that holiday year shall be calculated on a pro-rata basis rounded up to the nearest whole day.
 
11.2                         Holiday may be taken at such time or times as the Employee may determine in his reasonable discretion taking into account the business needs of the Company, provided that any holiday during which the Employee will be materially incommunicado shall be subject to the prior approval of the Board.  The Employee may carry forward up to 5 days accrued but untaken holiday to the subsequent holiday year.  The Employee may not without the written consent of the Board carry forward more than 5 days holiday and any accrued but untaken holiday in excess of this at the end of each year shall be forfeited without compensation.
 
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11.3                         The Employee shall have no entitlement to any payment in lieu of accrued but untaken holiday except on termination of the Appointment. Subject to clause 11.4 the amount of such payment in lieu shall be 1/260th of the Employee’s salary for each untaken day of the entitlement under clause 11.1 for the holiday year in which termination takes place and any untaken days carried forward from the preceding holiday year.
 
11.4                         If the Company has terminated or would be entitled to terminate the Appointment under clause 18.1(a) to (l) or if the Employee has terminated the Appointment in breach of this Agreement any payment due under clause 11.3 shall be limited to the Employee’s statutory entitlement under the Working Time Regulations 1998 and any paid holidays (including paid public holidays) taken shall be deemed first to have been taken in satisfaction of that statutory entitlement.
 
11.5                         If on termination of the Appointment the Employee has taken in excess of his accrued holiday entitlement, the Company shall be entitled to recover from the Employee by way of deduction from any payments due to the Employee or otherwise one day’s pay calculated at 1/260th of the Employee’s salary for each excess day.
 
11.6                         If either party has served notice to terminate the Appointment, the Board may require the Employee to take any accrued but unused holiday entitlement during the notice period. Any accrued but unused holiday entitlement shall be deemed to be taken during any period of Garden Leave under clause 19.
 
11.7                         During any continuous period of absence due to Incapacity of one month or more the Employee shall not accrue holiday under this contract and the Employee’s entitlement under clause 11.1 for the holiday year in which such absence takes place shall be reduced pro rata save that it shall not fall below the Employee’s entitlement under the Working Time Regulations 1998.
 
12.                                INCAPACITY
 
12.1                         Subject to the Employee’s compliance with this Agreement and the Company’s sickness absence procedures (as amended from time to time), the Employee shall continue to receive his full salary and contractual benefits during any period of absence due to Incapacity for up to an aggregate of 12 weeks in any 52-week period. Such payment shall be inclusive of any statutory sick pay due in accordance with applicable legislation.
 
12.2                         With respect to any medical condition or suspected medical condition that the Board believes has, or will have, an impact on the Employee’s ability to
 
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perform his duties hereunder, the Employee agrees to consent to medical examinations (at the Company’s expense) by a doctor nominated by the Company. The Employee agrees that any report produced in connection with any such examination may be disclosed to relevant personnel within the Company who shall treat it as extremely confidential and not discuss it with anyone outside the Company save that the Company may discuss the contents of the report with the relevant doctor and any relevant legal advisor.
 
12.3                         If the Incapacity is or appears to be occasioned by actionable negligence, nuisance or breach of any statutory duty on the part of a third party in respect of which damages are or may be recoverable, the Employee shall immediately notify the Board of that fact and of any claim, compromise, settlement or judgment made or awarded in connection with it and all relevant particulars that the Board may reasonably require. The Employee shall if required by the Board, refund to the Company that part of any damages or compensation recovered by him relating to the loss of earnings for the period of the Incapacity as the Board may reasonably determine less any costs borne by him in connection with the recovery of such damages or compensation, provided that the amount to be refunded shall not exceed the total amount paid to the Employee by the Company in respect of the period of Incapacity.
 
12.4                         The rights of the Company to terminate the Appointment under the terms of this Agreement apply even when such termination would or might cause the Employee to forfeit any entitlement to sick pay, permanent health insurance or other benefits.
 
13.                                OUTSIDE INTERESTS
 
13.1                         Subject to clause 13.2, during the Appointment the Employee shall not, except as a representative of the Company or with the prior written approval of the Board, whether paid or unpaid, be directly or indirectly engaged, concerned or have any financial interest in any Capacity in any other business, trade, profession or occupation (or the setting up of any business, trade, profession or occupation), save that this clause shall not apply to any family business (being a business owned or managed by a member of his immediate family), provided that: (i) the Employee has no management responsibility in such business; (ii) that the business is not similar to or competitive with any business for the time being carried on by any Group Company; and (iii) that the Employee’s engagement, concern or interest in any family business shall not affect the performance of his duties and obligations under this Agreement.
 
13.2                         Notwithstanding clause 13.1, the Employee may hold an investment by way of shares or other securities of not more than one percent (1%) of the total issued
 
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share capital of any company (whether or not it is listed or dealt in on a recognised stock exchange) where such company does not carry on a business similar to or competitive with any business for the time being carried on by any Group Company.  The Employee may continue to hold his existing non-executive directorship in Ophir Energy Plc (company number 05047425). Subject to the Ensco plc Code of Business Conduct, as amended from time to time, the Employee may also hold a non-executive directorship in a company which does not carry on a business similar to or competitive with any business being carried on by any Group Company, provided that the Board consents to any such position, such consent not to be unreasonably withheld, and that such non-executive directorship does not affect the performance of the Employee’s duties and obligations under this Agreement.
 
14.                                CONFIDENTIAL INFORMATION
 
14.1                         The Employee acknowledges that in the course of the Appointment he will have access to Confidential Information. The Employee has therefore agreed to accept the restrictions in this clause 14.
 
14.2                         The Employee shall not (except in the proper course of his duties), either during the Appointment or at any time after its termination (however arising), use or disclose to any person, company or other organisation whatsoever (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This shall not apply to:
 
(a)                        any use or disclosure authorised by the Board or required by law or regulatory requirements;
 
(b)                        any information which is already in, or comes into, the public domain other than through the Employee’s unauthorised disclosure;
 
(c)                         any protected disclosure within the meaning of section 43A of the Employment Rights Act 1996. For the avoidance of doubt and as a non-exhaustive summary only, a disclosure is protected for these purposes if:
 
(i)                           the Employee has a reasonable belief that the disclosure is made in the public interest and the relevant information disclosed indicates there is, has been, or is likely to be, a criminal offence, a breach of a legal obligation, a miscarriage of justice, danger to the health and safety of an individual or damage to the environment — or that any such matter has been or is likely to be deliberately concealed; and
 
(ii)                        the disclosure is made to an appropriate body, including but not limited to a regulator or legal adviser; or
 
(d)                        any information which is part of the Employee’s general skill and knowledge prior to the Commencement Date.
 
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15.                                INTELLECTUAL PROPERTY
 
15.1                         The Employee shall give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by him at any time during the course of the Appointment which relate to, or are reasonably capable of being used in, the business of any Group Company. The Employee acknowledges that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works shall automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, the Employee holds them on trust for the Company. The Employee agrees promptly to execute all documents and do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 15.1.
 
15.2                         The Employee hereby irrevocably waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) which he has or will have in any existing or future works referred to in clause 15.1.
 
15.3                         The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to execute documents, use the Employee’s name and do all things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause.  A certificate in writing, signed by any director or the secretary of the Company, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.
 
16.                                CEASING TO BE A DIRECTOR
 
16.1                         Except with the prior approval of the Board, or as provided in the articles of association of any Group Company of which he is a director, the Employee shall not resign as a director of any Group Company.
 
16.2                         If during the Appointment the Employee ceases to be a director of any Group Company (otherwise than by reason of his death, resignation or disqualification pursuant to the articles of association of the relevant Group Company, as amended from time to time, or by statute or court order) the Appointment shall continue with the Employee as an employee only and the terms of this Agreement (other than those relating to the holding of the office of director) shall continue in full force and effect. The Employee shall have no claims in respect of such cessation of office.
 
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16.3                         The Employee shall, with respect to any period during which he is a member of the Board (and, to the extent coverage is available at commercially reasonable costs, for six years thereafter), be entitled to be covered by a policy of directors’ and officers’ liability insurance on terms no less favourable than those in place from time to time for other members of the Board.
 
17.                                PAYMENT IN LIEU OF NOTICE
 
17.1                         Notwithstanding clause 2, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 17.1 and that it will make within 28 days a payment in lieu of notice (the “ Payment in Lieu ”) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the Termination Date) which the Employee would have been entitled to receive under this Agreement during the notice period referred to at clause 2 (or, if notice has already been given, during the remainder of the notice period), less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:
 
(a)                        any ECIP, bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made;
 
(b)                        any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and
 
(c)                         any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made.
 
17.2                         The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 17.1. Nothing in this clause 17 shall prevent the Company from terminating the Appointment in breach.
 
17.3                         Notwithstanding clause 17.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 18.1(a) to (l). In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.
 
18.                                TERMINATION WITHOUT NOTICE
 
18.1                         The Company may also terminate the Appointment with immediate effect without notice and with no liability to make any further payment to the
 
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Employee (other than in respect of amounts accrued due at the Termination Date) if the Employee:
 
(a)                        is disqualified from acting as a director or resigns as a director from any Group Company without the prior written approval of the Board;
 
(b)                        is guilty of a material breach of the rules or regulations as amended from time to time of any regulatory authorities relevant to any Group Company or any code of practice issued by the Company (as amended from time to time);
 
(c)                         is guilty of any gross negligence or serious misconduct affecting the business of any Group Company or wilfully breached a fiduciary duty to any Group Company;
 
(d)                        commits any serious or repeated breach or non-observance of any of the material provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the Board, in each case having been given a 30 day period within which to remedy the breach (where such breach is capable of remedy), and having failed to do so to the reasonable satisfaction of the Board;
 
(e)                         is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;
 
(f)                          is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) or any offence under any regulation or legislation relating to insider dealing or market abuse;
 
(g)                         ceases to be eligible to work in the United Kingdom;
 
(h)                        is guilty of any fraud or dishonesty;
 
(i)                            acts in any manner which in the reasonable opinion of the Board brings or is likely to bring the Employee or any Group Company materially into disrepute or is materially adverse to the interests of any Group Company;
 
(j)                           is in breach of the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or the Company’s anti-corruption and bribery policy and related procedures in effect from time to time;
 
(k)                        any material violation of the Ensco plc Code of Business Conduct, as amended from time to time;
 
(l)                            is guilty of a serious breach of any rules or policies issued by the Company from time to time, including its electronic communications systems polices, policies relating to a drug and alcohol free workplace, and policies relating to harassment, discrimination and retaliation;
 
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(m)                    becomes of unsound mind (which includes lacking capacity under the Mental Capacity Act 2005), or a patient under any statute relating to mental health; or
 
(n)                        is unable by reason of Incapacity to perform his duties under this Agreement for an aggregate period of 12 weeks in any 52-week period.
 
18.2                         The rights of the Company under clause 18.1 are without prejudice to any other rights that it might have at law to terminate the Appointment or to accept any breach of this Agreement by the Employee as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.
 
19.                                GARDEN LEAVE
 
19.1                         Following service of notice to terminate the Appointment by either party, or if the Employee purports to terminate the Appointment in breach of contract, the Board may by written notice place the Employee on Garden Leave for a maximum period of up to 6 months.
 
19.2                         During any period of Garden Leave:
 
(a)                        the Company shall be under no obligation to provide any work to the Employee and may revoke any powers the Employee holds on behalf of the Company or any Group Company;
 
(b)                        the Company may require the Employee to carry out alternative duties or to only perform such specific duties as are expressly assigned to the Employee, at such location (including the Employee’s home) as the Company may decide, provided always that any such alternate duties are commensurate with the Employee’s current role and status;
 
(c)                         the Employee shall be entitled to receive an amount equal to his basic salary together with all contractual benefits (including any payments in relation to his ECIP) in the usual way and subject to the terms of any benefit arrangement;
 
(d)                        the Employee shall remain an employee of the Company and bound by the terms of this Agreement (including any implied duties of good faith and fidelity);
 
(e)                         the Employee shall ensure that the Board knows where he will be and how he can be contacted during each working day (except during any periods taken as holiday in the usual way);
 
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(f)                          the Company may exclude the Employee from any premises of the Company or any Group Company; and
 
(g)                         the Company may require the Employee not to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company or any Group Company, save that he may contact any such person in a purely personal capacity on matters unrelated to any Group Company or any business conducted by any Group Company.
 
20.                                SEVERANCE PAYMENT
 
20.1                         Subject to clauses 20.3 to 20.6 (inclusive), the Company shall, within 14 days following the expiry of the Term, pay to the Employee a lump sum severance payment equal to the aggregate of (i) £2,000,000 (two million Great British Pounds) plus (ii) an additional amount to be determined by the Company up to a maximum of £3,000,000 (three million Great British Pounds) based on achievement of synergy targets to be agreed with the Board (less income tax and National Insurance contributions)(the “ Severance Payment ”).
 
20.2                         The Severance Payment is payable in addition to the Employee’s entitlements under the Long-Term Incentive Plans.
 
20.3                         Notwithstanding clause 20.1, if within 6 months following the Termination Date the Board becomes aware of facts that would otherwise reasonably have entitled the Company to terminate the Appointment in accordance with clause 18.1(a) to (l), the Company shall , at the Board’s sole discretion, recover from the Employee the Severance Payment.
 
20.4                         If at any time during the Appointment the Employee’s employment is terminated by the Company for any reason other than one of the reasons specified in clause 18.1(a) to (l) then:
 
(a)                        the Employee shall be entitled to payment in respect of salary that would otherwise have been due and payable under clause 7 in respect of the period from the Termination Date to the end of the Term (such payment to be made within 14 days of the Termination Date);
 
(b)                        any unvested RSU Awards will vest in full on the Termination Date;
 
(c)                         the Employee shall be entitled to payment of ECIP award for the period(s) up to the end of the Term based on the achievement of the performance goals established by the Company under the ECIP for the year(s) in question and the terms of the ECIP. ECIP shall be paid to the Employee at the same time and on the same basis as for all other eligible employees; and
 
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(d)                        to the extent not previously paid pursuant to clause 20.1 or otherwise, the maximum Severance Payment of £5,000,000 (five million Great British Pounds) (less income tax and National Insurance contributions) will be paid to the Employee within 14 days of the Termination Date.
 
20.5                         If at any time during the Appointment the Employee resigns other than for Good Reason or if the Employee’s employment is terminated by the Company for one of the reasons specified in clause 18.1(a) to (l) then no such further sums shall be payable under this Agreement and all unvested RSU Awards will be forfeited.
 
20.6                         In the event of the Employee’s death at any time during the Appointment or if the Appointment ends as a consequence of permanent disability or incapacity (date of death or of termination of employment being the “ Event Date ”), the Company shall: (A) in the case of death, make payment in respect of the following sums to the Employee’s personal representatives within 14 days of the later of (i) the Event Date or (ii) the date on which the Company has been provided with the details of the Employee’s personal representatives following the Event Date (save in the case of any sum under clause 20.6(c) which shall be paid at the same time and on the same basis as for all other eligible employees); or (B) if the Appointment ends as a consequence of permanent disability or incapacity, make payment of the following sums to the Employee within 14 days of the Event Date (save in the case of any sum under clause 20.6(c) which shall be paid at the same time and on the same basis as for all other eligible employees):
 
(a)                        an amount in respect of salary that would otherwise have been due and payable to the Employee under clause 7 in respect of the period from the Event Date to the end of the Term;
 
(b)                        the maximum Severance Payment of £5,000,000 (five million Great British Pounds) (less income tax and National Insurance contributions); and
 
(c)                         payment of ECIP award for the period(s) up to the end of the Term based on the achievement of the performance goals established by the Company under the ECIP for the year(s) in question and the terms of the ECIP. For the avoidance of doubt, ECIP shall be paid at the same time and on the same basis as for all other eligible employees and not within 14 days of the Event Date.
 
Any unvested RSU Awards will vest in full on the Event Date.
 
21.                                OBLIGATIONS ON TERMINATION
 
21.1                         On termination of the Appointment (however arising) or, if earlier, at the start of a period of Garden Leave, the Employee shall:
 
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(a)                        resign immediately without compensation from any directorship, office or trusteeship that he holds in or on behalf of any Group Company;
 
(b)                        subject to clause 21.2, immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of any Group Company or its business contacts, any keys, credit card and any other property of any Group Company, which is in his possession or under his control;
 
(c)                         irretrievably delete any information relating to the business of any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the Company’s premises; and
 
(d)                        provide a signed statement that he has complied fully with his obligations under this clause 21.1 together with such reasonable evidence of compliance as the Company may request.
 
21.2                         Where the Employee has been placed on Garden Leave he shall not be required by clause 21.1 to return until the end of the Garden Leave period any property provided to him as a contractual benefit for use during the Appointment.
 
21.3                         The Employee hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the full benefit of clause 21.1(a).
 
21.4                         Save as otherwise set out in this Agreement or as set out under the rules of the Long-Term Incentive Plans, a termination of the Appointment however arising the Employee shall not be entitled to any compensation for the loss of any rights or benefits under any share option, bonus, ECIP, long-term incentive plan or other profit sharing scheme operated by any Group Company in which he may participate.
 
21.5                         Notwithstanding anything to the contrary contained herein, the Employee shall be required to execute and not revoke a general release of claims in a form reasonably prescribed by the Company to receive the Severance Payment and the other benefits described in clause 20.4.
 
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22.                                POST-TERMINATION RESTRICTIONS
 
22.1                         In order to protect the Confidential Information and business connections of the Company and each Group Company to which he has access as a result of the Appointment, the Employee covenants with the Company (for itself and as trustee and agent for each Group Company) that he shall not at any time during the 12 month period after the Termination Date:
 
(a)                        solicit or endeavour to entice away from the Company or any Group Company the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;
 
(b)                        offer to employ or engage or otherwise endeavour to entice away from the Company or any Group Company any Restricted Person; or
 
(c)                         employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement;
 
(d)                        in any Capacity carry on or be concerned or engaged or interested in any part of any trade, profession, individual, partnership, firm, corporation, business or other entity which competes with any part of Restricted Business in the Restricted Area;
 
(e)                         in any Capacity carry on, own, manage, operate, join, control, participate in, loan money to, sell or lease equipment to, sell or lease real property to any trade, profession, company, partnership, firm, corporation, business or other entity which competes with any part of the Restricted Business in the Restricted Area; or
 
(f)                          be involved with or engaged in the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business.
 
22.2                         The Employee covenants that he shall not, at any time after Termination Date, represent himself as connected with the Company or any Group Company in any Capacity, other than as a former employee, or use any registered business names or trading names associated with the Company or any Group Company.
 
22.3                         Except to the extent required by law, the Employee covenants that he shall not, at any time after the Termination Date, make any public statements (or authorise any statements to be reported as being attributed to him) that are critical, disparaging or derogatory about, or which injure the reputation of, any Group Company or any of their owners, investors, employees, directors, officers or customers.
 
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22.4                         None of the restrictions in clause 22 shall prevent the Employee from being engaged or concerned in any other business concern, provided that the Employee’s duties or work shall relate solely to services or activities of a kind which are not competitive with the Restricted Business.
 
22.5                         The restrictions imposed on the Employee by this clause 22 apply to him acting:
 
(a)                        directly or indirectly; and
 
(b)                        on his own behalf or on behalf of, or in conjunction with, any firm, company or person.
 
22.6                         The periods for which the restrictions in clause 22 apply shall be reduced by any period that the Employee spends on Garden Leave immediately before the Termination Date.
 
22.7                         If the Employee receives an offer to be involved in a business concern in any Capacity during the Appointment, or before the expiry of the last of the covenants in this clause 22, the Employee shall give the person making the offer a copy of this clause 22 and shall tell the Company the identity of that person as soon as possible.
 
22.8                         The Company and the Employee entered into the restrictions in this clause 22 having been separately legally advised. The Employee agrees that the restrictions in this clause 22 are reasonable as regards their duration, extent, geographical area, scope of activity and application for the protection of the legitimate business interests of the Company or any Group Company (including, without limitation, in light of the nature and wide geographic scope of the Company’s business activities, the Employee’s level of control over and contact with the business, and the amount of remuneration, trade secrets and Confidential Information that the Employee will receive in connection with the performance of his duties under this Agreement and the Company’s or any Group Company’s goodwill with which the Employee will become further associated).  In particular, and without limiting the foregoing, the Employee expressly acknowledges and agrees that the Restricted Business is carried on by the Company throughout the Restricted Area and that the definition of Restricted Area in this Agreement is reasonable and necessary to protect the legitimate business interests of the Company and the Group Companies.
 
22.9                         Each of the restrictions in this clause 22 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.
 
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22.10                  If the Employee’s employment is transferred to any firm, company, person or entity other than a Group Company (the “New Employer” ) pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Employee will, if required, enter into an agreement with the New Employer containing post-termination restrictions corresponding to those restrictions in this clause 22, protecting the confidential information, trade secrets and business connections of the New Employer provided that the restrictions with the New Employer are commensurate with those already in place.
 
22.11                  The Employee agrees, during and after the termination of his employment, to provide such assistance as the Company or any Group Company may require in the conduct of any internal investigation, arbitration, inquiry and/or the defence or prosecution of any current or future claim that may be made against, or brought by, the Company or any Group Company, where the Employee has in his possession any information or knowledge which the Company or any Group Company reasonably considers is relevant to any such investigation or proceedings (including, without limitation, by giving statements, meeting with the Company or any Group Company’s legal or professional advisers, and attending and giving evidence at any legal proceedings).  The Employee’s reasonable out-of-pocket expenses properly incurred in providing assistance pursuant to this clause 21.11 will be reimbursed by the Company, subject to the production of appropriate receipts, and, unless the Employee is acting under subpoena or court order, the Employee will be reimbursed based on a to be agreed-upon hourly rate in the event he provides assistance pursuant to this clause 21.11 to any Group Company at the Company’s request following the termination of his employment.
 
22.12                  The Employee will, at the request and expense of the Company, enter into a separate agreement with any Group Company in which he agrees to be bound by restrictions corresponding to those restrictions in this clause 22 (or such of those restrictions as the Company deems appropriate) in relation to that Group Company, provided that those new restrictions would be commensurate with those already in place.
 
23.                                DISCIPLINARY AND GRIEVANCE PROCEDURES
 
23.1                         The Employee is subject to the Company’s disciplinary and grievance procedures, copies of which are available from the Company’s Human Resources Department. These procedures do not form part of the Employee’s contract of employment.
 
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23.2                         If the Employee wants to raise a grievance, he may apply in writing to the Board in accordance with the Company’s grievance procedure.
 
23.3                         If the Employee wishes to appeal against a disciplinary decision he may apply in writing to Board in accordance with the Company’s disciplinary procedure.
 
23.4                         The Board may suspend the Employee from any or all of his duties for a period of up to 30 days during any period in which the Company is investigating any serious disciplinary matter involving the Employee or while any disciplinary procedure against the Employee is outstanding.
 
23.5                         During any period of suspension:
 
(a)                        the Employee shall continue to receive his basic salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement;
 
(b)                        the Employee shall remain an employee of the Company and bound by the terms of this Agreement;
 
(c)                         the Employee shall ensure that the Board knows where he will be and how he can be contacted during each working day (except during any periods taken as holiday in the usual way);
 
(d)                        the Board may exclude the Employee from his place of work or any other premises of the Company or any Group Company; and
 
(e)                         the Board may require the Employee not to contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company or any Group Company, other than in a purely personal capacity on matters unrelated to any Group Company or any business conducted by any Group Company.
 
24.                                DATA PROTECTION
 
24.1                         The Employee acknowledges and agrees that in order to keep and maintain records relating to the Appointment, it will be necessary for the Company to record, keep and process personal data (which may include special category data as defined by the Data Protection Act 2018 and the General Data Protection Regulation (EU 2016/679)) relating to the Employee, in hard or soft copy, including without limitation data such as references, bank details and other personal details. This personal data will be held for administration purposes; for the provision of management information for business purposes or in connection with any other legitimate interests, such as marketing
 
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activities, corporate planning or in relation to any actual or potential sale of the Company; and to permit the Company to comply with its legal obligations.
 
24.2                         The Employee acknowledges that to the extent that it is reasonably necessary in connection with the Appointment and/or the performance of the Company’s responsibilities as an employer and/or in connection with any other legitimate interest, provided the Company complies with its obligations under the Data Protection Act 2018 and the General Data Protection Regulation, the Company may:
 
(a)                        disclose the Employee’s personal and special category data to others, including without limitation other employees of the Company, Group Companies, the Company’s professional advisers, pension scheme providers, product or service providers, potential or future employers, potential purchasers of the Company or any Group Company or the business in which the Employee works, other third parties (such as payroll processors and/or any actual or prospective purchasers), Government bodies, including, without limitation, HM Revenue & Customs, the pensions regulator, industry bodies and other regulatory and non-regulatory authorities; and
 
(b)                        transfer such data outside the European Economic Area to Group Companies, service providers and other third parties which may be located in countries that do not have laws to protect the Employee’s data.  Where such transfer takes place the Company shall take appropriate steps to satisfy itself that the entity to which the Employee’s personal and sensitive data is transferred has in place the appropriate technical and organisational measures to protect such data against unauthorised or unlawful processing and against accidental loss or destruction of or damage to the data.
 
25.                                COLLECTIVE AGREEMENTS
 
There is no collective agreement which directly affects the Appointment.
 
26.                                RECONSTRUCTION AND AMALGAMATION
 
If the Appointment is terminated at any time by reason of any reconstruction or amalgamation of the Company or any Group Company, whether by winding up or otherwise, and the Employee is offered employment with any concern or undertaking involved in or resulting from the reconstruction or amalgamation on terms which (considered in their entirety) are no less favourable to any material extent than the terms of this Agreement, the Employee shall have no claim against the Company or any such undertaking arising out of or connected with the termination.
 
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27.                                COMPANY WARRANTY
 
27.1                         The Company represents and covenants to the Employee that:
 
(a)                        it has taken all necessary corporate and other action and obtained all necessary shareholder, board and other consents and approvals required for it to enter into and perform its obligations under this Agreement and the Long-Term Incentive Plans;
 
(b)                        the terms of this Agreement and the Long-Term Incentive Plans do not contravene the terms of any such consents and approvals; and
 
(c)                         the performance of the provisions of this Agreement and the Long-Term Incentive Plans will not result in a breach of or constitute a default under any agreement, statute, law, regulation, contractual or other restriction binding upon the Company.
 
28.                                NOTICES
 
28.1                         A notice given to a party under this Agreement shall be in writing in the English language and signed by or on behalf of the party giving it. It shall be delivered by hand or sent to the party at the address or fax number given in this Agreement or as otherwise notified in writing to the other party.
 
28.2                         Any such notice shall be deemed to have been received:
 
(a)                        if delivered by hand, at the time the notice is left at the address or given to the addressee;
 
(b)                        in the case of pre-paid first class UK post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service;
 
(c)                         in the case of pre-paid airmail, 9.00 am on the fifth Business Day after posting or at the time recorded by the delivery service; or
 
(d)                        in the case of fax, at the time of transmission.
 
28.3                         A notice shall have effect from the earlier of its actual or deemed receipt by the addressee. For the purpose of calculating deemed receipt:
 
(a)                        all references to time are to local time in the place of deemed receipt; and
 
(b)                        if deemed receipt would occur on a Saturday or Sunday or a public holiday when banks are not open for business, deemed receipt is at 9.00 am on the next business day.
 
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28.4                         A notice required to be given under this Agreement shall not be validly given if sent by e-mail.
 
28.5                         This clause does not apply to the service of any proceedings or other documents in any legal action.
 
29.                                ENTIRE AGREEMENT
 
29.1                         This Agreement constitutes the whole agreement between the parties (and in the case of the Company, as agent for any Group Companies) and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them (including, but not limited to, the Prior Agreement). Notwithstanding the foregoing sentence and except as explicitly noted otherwise in this Agreement, this clause 29.1 shall be without prejudice to terms of the ECIP or the Long-Term Incentive Plans or the Corporate Governance Policy or the Transaction Agreement.
 
29.2                         Each party acknowledges that in entering into this Agreement it has not relied on and shall have no remedy in respect of any Pre-Contractual Statement.
 
29.3                         Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.
 
29.4                         Nothing in this Agreement shall limit or exclude any liability for fraud.
 
30.                                VARIATION
 
No variation or agreed termination of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
 
31.                                COUNTERPARTS
 
This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
 
32.                                THIRD PARTY RIGHTS
 
No person other than a party to this Agreement may enforce any of its terms.
 
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33.                                GOVERNING LAW AND JURISDICTION
 
33.1                         This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
 
33.2                         The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
 
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This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Executed as a deed by Ensco Services Limited acting by	 	/s/ Steven J. Brady	
Steven J. Brady, a director, and in the presence of:	 	Director	
 	 	 	
/s/ Tomi Brady	 	 	
 	 	 	
Tomi Brady	 	 	
Name	 	 	
 	 	 	
100 Harmer Green Lane	 	 	
Welwyn	 	 	
Address	 	 	
 	 	 	
Homemaker	 	 	
Occupation	 	 	

Signed as a deed by Carl G. Trowell in the presence of:	 	/s/ Carl G. Trowell	
 	 	Carl G. Trowell	
 	 	 	
/s/ Michael McGuinty	 	 	
 	 	 	
Michael McGuinty	 	 	
Name	 	 	
 	 	 	
6, Chesterfield Gardens	 	 	
London, UK	 	 	
Address	 	 	
 	 	 	
Attorney	 	 	
Occupation	 	 	
 
[ Signature Page to Amended and Restated Employment Agreement ]

Exhibit 10.2 
 
Execution Version
 
EMPLOYMENT AGREEMENT
 
This Employment Agreement (“ Agreement ”), dated as of October 7, 2018 (the “ Execution Date ”) is made by and among (i) Rowan Companies, Inc., a Delaware corporation (“ RCI ”),  ENSCO Global Resources Limited, a UK company (“ Ensco UK ”) and, solely for the purposes of guaranteeing the payments and obligations under this Agreement, Ensco plc, a public limited liability company organized under the Laws of England and Wales (together with any successor thereto, “ Ensco ” and along with its subsidiaries, the “ Company ”) and (ii) Dr. Thomas Burke (the “ Executive ”) (collectively referred to herein as the “ Parties ”).
 
RECITALS
 
A.                                    WHEREAS , Rowan Companies plc (“ Rowan ”), the ultimate parent company of RCI, has entered into that certain Transaction Agreement with Ensco dated October 7, 2018 (the “ Transaction Agreement ”), which contemplates the acquisition of Rowan’s class A ordinary shares by Ensco or its approved nominee by means of a scheme of arrangement of Rowan or a contractual takeover offer;
 
B.                                    WHEREAS , Section 1.5 of the Transaction Agreement provides that, at Effective Time, as defined in the Transaction Agreement, the Executive shall be President and Chief Executive Officer of Ensco;
 
C.                                    WHEREAS , the Parties desire to enter into an employment agreement on the terms and conditions set forth herein and to memorialize all of the rights, duties and obligations of the Parties with respect to the employment of Executive with the Company; and
 
D.                                    WHEREAS , Executive has previously entered into that certain Change in Control Agreement with Rowan, effective as of April 25, 2014 (the “ CiC Agreement ”).
 
AGREEMENT
 
NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, the Parties hereto agree as follows:
 
1.                                       Employment .
 
(a)                                  Effectiveness .  This Agreement shall be effective as of the Execution Date.  Notwithstanding anything to the contrary contained herein, this Agreement shall immediately terminate and be rendered void ab initio, with no liability or obligation of the parties, upon the earlier of (i) expiration or termination of the Transaction Agreement before the Effective Time (as defined in the Transaction Agreement), or (ii) Executive ceasing to serve as President and Chief Executive Officer of Rowan at any time prior to the Effective Time.
 
(b)                                  Term .  Subject to Section 1(a), Executive’s term of employment under this Agreement (“ Term ”) shall be for the period beginning at the Effective Time (the “ Commencement Date ”) and ending on the second anniversary of the Effective Time, subject to earlier termination as provided in Section 3 .  The Term shall automatically renew for additional, consecutive twelve (12) month periods unless no later than ninety (90) days prior to the end of the then-applicable Term either party gives written notice of non-renewal (“ Notice of Non-Renewal ”) to the other, in which case Executive’s employment shall terminate at the end of the then-applicable Term, subject to earlier termination as provided in Section 3 .

 
(c)                                   General .  During the period from the Execution Date to the earlier of the Effective Time or the date that this Agreement terminates in accordance with Section 1(a), RCI shall continue to employ Executive.  At the Effective Time, Executive’s employment shall be automatically transferred to Ensco UK and Executive hereby consents to such transfer.  Following the Effective Time, Ensco UK shall employ Executive for the period and in the position set forth in this Section 1 , and subject to the other terms and conditions herein provided.
 
(d)                                  Position and Duties .  During the Term, Executive shall serve as President and Chief Executive Officer of Ensco and as a member of the Board of Directors of Ensco (the “ Board ”), with such responsibilities, duties and authority as reflected in the Corporate Governance Policy in Annex IV to the Transaction Agreement (as the same may be amended in accordance with its terms), and such other duties, consistent with the position of President and Chief Executive Officer, as may from time to time be agreed to by Executive and the Board. Executive will not receive any additional compensation for his service on the Board. Executive shall devote substantially all of Executive’s working time and efforts to the business and affairs of the Company (which shall include service to its affiliates) and shall not engage in outside business activities without the consent of the Board, provided that Executive shall be permitted to (i) manage Executive’s personal, financial and legal affairs and (ii) participate in trade associations, in each case, subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s duties and responsibilities hereunder. Executive agrees that Executive shall not accept a position as a member of the board of directors of any other company or organization without first obtaining written consent of the Board.  Executive further agrees to observe and comply in all material respects with the rules and policies of the Company as adopted by the Company from time to time and applicable to Ensco’s executive officers and directors generally, in each case as amended from time to time, as set forth in writing, and as delivered or made available to Executive, including but not limited to policies relating to bribery and insider trading (each, a “ Policy ”).
 
(e)                                   Principal Place of Business; Relocation . Executive acknowledges that Executive’s principal place of employment, immediately following the Commencement Date, shall be London, England for such period of time until the Board elects that Executive shall relocate to Houston, Texas, or such other location to which Executive and the Board mutually agree; provided that it is agreed that Executive shall not be required to work in the UK for longer than three (3) years unless Executive expressly consents to any longer period. Executive hereby expressly consents to (i) Executive’s relocation from Houston, Texas to London, England in connection with the commencement of Executive’s employment with the Company, and, (ii) if the Board, in its discretion, determines to relocate the Executive back to Houston, Texas, any such relocation, in each instance subject to relocation benefits as set forth herein.  Executive hereby expressly waives any “good reason,” “constructive termination” or similar concept that he may otherwise be entitled to claim under any agreement with Rowan, Ensco, or any of their respective affiliates, by reason of such required relocations.
 
(f)                                    Indemnification .  During and after the Term, Executive shall be entitled to the indemnification, expense advancement and related rights set forth in the Indemnification Agreements previously entered into between the Executive and Rowan or RCI, and, without duplication, to indemnification, expense advancement and related rights no less favorable than those provided to executive officers and directors of Ensco, provided that any such indemnification shall be subject to any applicable law restricting such indemnities, from time to time in force. In addition, the Company will procure and maintain director’s and officer’s liability insurance which includes Executive as a named or additional insured with coverage no less favorable than provided to other executive officers and directors of Ensco.
 
(g)                                   Sick Pay . While employed in the U.K., the Executive shall not be entitled to statutory sick pay under applicable U.K. legislation, but instead shall be subject to the sick pay policy applicable to U.S.-based employees of the Company.
 
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(h)                                  UK Working Time Regulations . The parties each agree that the nature of the Executive’s position is such that his working time cannot be measured and, accordingly, while he is based in the UK, that his employment falls within the scope of regulation 20 of the Working Time Regulations 1998.
 
2.                                       Compensation and Related Matters .  During the Term, Executive will be entitled to the following:
 
(a)                                  Base Salary .  During the Term, Executive shall receive a base salary pursuant to this Agreement at an annual rate equal to $950,000 per annum, (the “ Base Salary ”). Ensco UK shall pay the Base Salary in accordance with the customary payroll practices of Ensco UK and the Base Salary shall be pro-rated for partial years of employment hereunder.  Executive’s Base Salary amount shall be reviewed at least annually by the Compensation Committee of the Board (the “ Compensation Committee ”) during the Term and may be adjusted from time to time by the Compensation Committee or the Board, provided, however, that the Base Salary may not be reduced without Executive’s express consent. In the event there is a material change to UK income taxes rules a Base Salary review shall be triggered (although the Compensation Committee shall be under no obligation to increase the Executive’s Base Salary).
 
(b)                                  Annual Bonus .  For each fiscal year of Ensco that commences during the Term, Executive shall be eligible to participate in an annual short-term incentive bonus plan that is similar in all material respects to that applicable to other executive officers of Ensco.  Executive’s annual incentive compensation under such incentive program (“ Annual Bonus ”) shall be targeted at 110% of Executive’s Base Salary (the “ Target Annual Bonus ”), with the expectation that the bonus will scale upward and downward based on actual performance, as determined by the Board or the Compensation Committee and dependent on performance goals that are established by the Board or the Compensation Committee annually. The actual amount of any Annual Bonus that will be paid to the Executive each year, if any, will be calculated based on the level of achievement of the performance goals established by the Company under the incentive program for the year in question and the terms of the incentive program. Any Annual Bonus for 2019 shall be pro-rated to reflect the period from the Effective Time through December 31, 2019; provided that such amount shall not be reduced by any amount paid to Executive by Rowan for any period of 2019 prior to the Effective Time. The payment of any Annual Bonus pursuant to the incentive program shall be subject to Executive’s continued employment with the Company through the date of payment, except as otherwise provided in Section 4 below or the CiC Agreement.
 
(c)                                   Sign-On Bonus .  In consideration of Executive’s (i) waiver of single trigger vesting for certain Awards subject to time-based vesting only as of the Closing Date (as defined in the Transaction Agreement) pursuant to Section 2(d)(iii)  below, (ii) waiver of certain Change in Control and Good Reason rights pursuant to Section 2(d)(iii)  below, (iii) waiver of certain Change in Control severance payments under the CiC Agreement and (iv) relocation from the United States to the UK and the associated cost of living and tax burden associated with such move, Ensco will make a one-time lump sum cash payment of $3,750,000 to Executive, payable within thirty (30) days of the Effective Time (as defined in the Transaction Agreement) (the “ Signing Bonus ”).  In the event the Executive’s employment with the Company terminates as a result of Executive’s resignation without Good Reason (in accordance with Section 3(a)(vi)  below) or a termination by Ensco UK for Cause (in accordance with Section 3(a)(iii)  below), in each case during the three-year period immediately following the Execution Date, Executive will be required to immediately re-pay the Signing Bonus, on a pro-rata basis, net of any taxes paid thereon.
 
(d)                                  Long-Term Incentives .
 
(i)                                      Equity Incentive Awards .  During the Term, Executive shall be eligible to participate in and will receive awards under Ensco’s long-term incentive award plans and programs as in
 
3 

 
effect from time to time at a level and on terms commensurate with his position as President and Chief Executive Officer of the Company (the “ LTIP Awards ”).  Subject to the approval of the Board or Compensation Committee, as applicable, Executive will be granted LTIP Awards by Ensco with a target annual award level of not less than 500% of Executive’s Base Salary (the “ Annual Equity Award ”) on terms and conditions no less favorable than those applicable to executive officers of Ensco generally; provided, that each of the Annual Equity Awards to Executive for the two years after the Effective Time shall be no less than 500% of Executive’s Base Salary; provided, further, that such Annual Equity Award targets may be increased or decreased for grants in future years as determined by the Board or Compensation Committee, as applicable.
 
(ii)                                   Separate Award Agreements .  The LTIP Awards shall be granted subject to the terms and conditions of the applicable plans and individual award agreements to be entered into between the Company and Executive, provided that in the event of any conflict between the terms of such award agreements and this Agreement, this Agreement shall control unless the terms of the applicable award agreement(s) are more favorable to Executive, in which case the applicable award agreement(s) shall control.
 
(iii)                                Legacy Change in Control Agreement .
 
(1)                                  Effective as of the Closing Date (as defined in the Transaction Agreement), the Company shall expressly assume and guarantee the performance of all obligations (currently and in the future) of Rowan pursuant to the CiC Agreement; provided , that Executive agrees that the first sentence of Section 4 of the CiC Agreement shall not apply to any Awards (as defined in the CiC Agreement) held by the Executive on the Closing Date that are subject solely to time-based vesting. For the avoidance of doubt, performance units granted to the Executive under Rowan’s incentive plans will accelerate in accordance with Section 2.3(b) of the Transaction Agreement.
 
(2)                                  If the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason or due to Executive’s death or Disability, in any case, during the three year period following the Closing Date (the “ Protection Period ”): (i) any Awards (as defined in this Agreement) shall become immediately fully vested and where applicable, exercisable, all restrictions and conditions thereon shall be deemed satisfied in full, and all limitations shall be deemed expired unless otherwise provided in the applicable award documents and (ii) any vested share options or share appreciation rights held by the Executive shall be exercisable until the earlier of (A) the second anniversary of such termination or (B) the original maximum term of the share option or share appreciation right, as applicable.
 
(3)                                  Section 4 of the CiC Agreement shall apply to any Change in Control that occurs after the Closing Date; provided that the  parties agree that the first sentence of Section 4 of the CiC Agreement shall not apply with respect to any Change in Control that occurs after the expiration of the Protection Period if, and only if, all equity-based awards granted on or after the Closing Date by Ensco to its senior executives (including the Executive) include Double Trigger Vesting Provisions, in which case such Double Trigger Vesting Provisions of Executive’s equity-based awards shall apply.  For this purpose, “Double Trigger Vesting Provisions” means provisions that provide for full vesting of the award upon a termination without “cause” or a termination for “good reason” within a specified “protection period” following a “change in control” of Ensco (with “cause,” “good reason,” “change in control” and “protection period” as defined in the applicable Ensco equity plan or award agreement).  If the conditions of the proviso in this Section 2(c)(iii)(3)  are not satisfied, the first sentence of Section 4 of the CiC Agreement shall continue to apply to any Change in Control occurring after the Closing Date.
 
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(4)                                  For purposes of this Agreement, (i) the term “Company” in the definition of Change in Control shall be deemed to mean the Company and its successors and assigns instead of Rowan and (ii) the term “Effective Date” in the definition of “Change in Control” shall mean the Closing Date.
 
(e)                                   Benefits .
 
(i)                                      During the Term, the Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company (including medical, dental and defined contribution retirement plans).
 
(ii)                                   During the Term, the Executive shall be eligible to participate in an expatriate assignment and tax equalization policy (the “ Expatriate Assignment Policy ”) that is not less favorable than Ensco’s current expatriation assignment and tax equalization policy otherwise applicable to its senior executive officers residing in London.  In accordance with Ensco’s policy, tax equalization benefits will be provided on foreign assignment related to income pertaining to housing allowance, relocation benefits and non-cash benefits (including but not limited to home leave reimbursement, dependent education tuition, relocation allowance, tax preparation fees, moving expenses, etc.).  Housing, relocation and non-cash benefits will not be taxable to the Executive and Ensco will be responsible for the associated home and host country tax obligations.  Executive shall be responsible for both home and host location personal income and social taxes relating to all other compensation and would be eligible to utilize any foreign tax credits associated with such tax payments to offset home country tax obligations.
 
(iii)                                For the avoidance of doubt, during the Term, Executive will be entitled to the following allowances consistent with the Expatriate Assignment Policy: (i) a cost of living allowance of $25,000 per year, payable in monthly installments, (ii) a housing allowance equal to $160,000 annually, payable in monthly installments, (iii) education reimbursement of up to $45,000 per child per year, (iv) reimbursement for Executive and each eligible dependent for one home leave roundtrip airline ticket and ground transportation (airport transfer) per year, and (v) reimbursement for tax preparation services. Executive will not receive any foreign service premium or an allowance or reimbursement for utilities.
 
(f)                                    Vacation .  During the Term, Executive shall be entitled to four (4) weeks of paid vacation. In addition, while based in the UK he shall be entitled to the usual UK public holidays and while based in the US he shall be entitled to the usual US public holidays.   Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive.
 
(g)                                   Business Expenses .  During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement policy, which shall not be less favorable than the expense reimbursement policy applicable to other executive officers of Ensco.
 
(h)                                  Relocation .  In the event the Executive’s principal place of employment is relocated (whether outside of the United States, from a location outside of the United States back to the United States, or otherwise), the Executive will, in accordance with the Expatriate Assignment Policy, receive a payment in the amount of $20,000, along with such other relocation benefits provided under the Company’s relocation policy.
 
(i)                                      Key Person Insurance .  At any time during the Term, the Company shall have the right to insure the life of Executive for the Company’s sole benefit.  The Company shall have the right to determine the amount of insurance and the type of policy.  Executive shall reasonably cooperate with the Company in obtaining such insurance by submitting to physical examinations, by supplying all information
 
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reasonably required by any insurance carrier, and by executing all necessary documents reasonably required by any insurance carrier, provided that any information provided to an insurance company or broker shall not be provided to the Company without the prior written authorization of Executive.  Executive shall incur no financial obligation by executing any required document, and shall have no interest in any such policy.
 
3.                                       Termination .
 
Executive’s employment hereunder may be terminated by Ensco UK upon approval of Ensco in accordance with the Governing Policy, or by Executive, as applicable, without any breach of this Agreement under the following circumstances:
 
(a)                                  Circumstances .
 
(i)                                      Death .  Executive’s employment hereunder shall terminate upon Executive’s death.
 
(ii)                                   Disability .  If Executive has incurred a Disability, as defined in Section 11(c)  below, Ensco UK may terminate Executive’s employment
 
(iii)                                Termination for Cause .  Ensco UK may terminate Executive’s employment for Cause, as defined in Section 11(a)  below.
 
(iv)                               Termination without Cause .  Ensco UK may terminate Executive’s employment without Cause. A termination of Executive’s employment by Ensco UK that is not approved in accordance with the Governing Policy shall be a termination by Ensco UK without Cause.
 
(v)                                  Resignation from the Company for Good Reason.  Executive may resign and terminate Executive’s employment with the Company for Good Reason, as defined in Section 11(d)  below.
 
(vi)                               Resignation from the Company Without Good Reason .  Executive may resign Executive’s employment with the Company for any reason other than Good Reason or for no reason.
 
(b)                                  Notice of Termination .  Any termination of Executive’s employment by Ensco UK or by Executive under this Section 3 (other than termination pursuant to paragraph (a)(i)) or by reason of either party giving Notice of Non-Renewal pursuant to Section 1(b)  shall be communicated by a written notice to the other party hereto (i) indicating the specific termination provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, if applicable, and (iii) specifying a Date of Termination which, if submitted by Executive in a resignation without Good Reason, shall be at least thirty (30) days following the date of such notice (a “ Notice of Termination ”); provided, however, that in the event that Executive delivers a Notice of Termination to Ensco UK, Ensco UK may, in its sole discretion, change the Date of Termination to any date that occurs following the date of Ensco UK’s receipt of such Notice of Termination and is prior to the date specified in such Notice of Termination.  A Notice of Termination submitted by Ensco UK may provide for a Date of Termination on the date Executive receives the Notice of Termination, or any date thereafter elected by Ensco UK in its sole discretion.  The failure by Ensco UK or Executive to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of such Party hereunder or preclude such Party from asserting such fact or circumstance in enforcing such Party’s rights hereunder.
 
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(c)                                   Company Obligations upon Termination .  Upon termination of Executive’s employment pursuant to any of the circumstances listed in Section 3 , Executive (or Executive’s estate) shall be entitled to receive pursuant to this Agreement the sum of: (i) the portion of Executive’s Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any vacation time that has been accrued but unused in accordance with the Company’s Policies, (iii) any expenses owed to Executive pursuant to Section 2(f) ; and (iv) any amount accrued and arising from Executive’s participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the “ Company Arrangements ”).  Except as otherwise expressly required by law, as specifically provided herein, or as provided in the CiC Agreement, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder.  In the event that Executive’s employment is terminated by Ensco UK for any reason, Executive’s sole and exclusive remedy shall be to receive the payments and benefits described in this Section 3(c)  or Section 4, or pursuant to the CiC Agreement, as applicable.
 
(d)                                  Deemed Resignation .  Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned from the Board and all offices and directorships, if any, then held with the Company or its affiliates. Executive agrees that Executive will execute any resignation letters or other instruments reasonably requested by the Company in connection with the foregoing and he hereby irrevocably appoints the Company to be his attorney to execute any documents and do any things and generally to use his name for the purpose of giving the Company or its nominee the full benefit of this clause.
 
4.                                       Severance Payments .
 
(a)                                  Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason .  If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i)  or Disability pursuant to Section 3(a)(ii) , pursuant to Section 3(a)(iii)  for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any payments or benefits, except as provided in Section 3(c) , provided, however, that in the event of Executive’s death, Disability or retirement, Executive’s long-term incentive awards may vest or remain eligible to vest to the extent set forth in an applicable award agreement covering such award.
 
(b)                                  Termination without Cause or Resignation from the Company for Good Reason .  If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv)  or pursuant to Section 3(a)(v)  due to Executive’s resignation for Good Reason, then, subject to Executive signing on or before the 45 th  day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims substantially in the form attached as Exhibit A to this Agreement (“ Release ”) (save that if determined by the Company, the Release will be amended to validly waive any claims that the Executive may have in the UK as well as the US and to otherwise reflect any changes in applicable law), and Executive’s continued compliance with Sections 6 and 7 , Executive shall receive, in addition to payments and benefits set forth in Section 3(c) , the following:
 
(i)                                      an amount in cash equal to 2.00 times the Base Salary, payable in a single lump sum on the First Payment Date (as defined below);
 
(ii)                                   an amount in cash equal to 2.00 times the Average Bonus Amount, payable in single lump sum amount on the First Payment Date.  For the purposes of this Agreement, the “ Average Bonus Amount ” means the greater of: (A) the average of the combined annual bonus awards received by Executive from the Company pursuant to its annual incentive plan in the three calendar years immediately
 
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before the Date of Termination (including, for the avoidance of doubt, the annual bonus awards received from Rowan and/or RCI prior to the Commencement Date) and (B) Executive’s Target Annual Bonus for the year during which the termination of employment occurs;
 
(iii)                                a pro-rated portion (based on the number of days Executive was employed by the Company during the fiscal year in which the Date of Termination occurs) of the Annual Bonus award that Executive would have earned had Executive remained employed through the end of the fiscal year in which the Date of Termination occurs, as determined by the Board based upon actual performance for such year (and, to the extent there is any discretionary component thereof, with the discretionary aspects being determined at not less than the target level) and paid in the year following the year of termination at the same time annual bonuses are generally paid to the Company’s senior executives;
 
(iv)                               continued coverage in the employer-provided medical, dental and vision plans available to Executive and Executive’s eligible dependents immediately prior to the Date of Termination, to the extent such coverage is elected by Executive pursuant to COBRA, for a period of twenty four (24) months following the Date of Termination; provided, that Executive will only be responsible for paying the applicable premiums for the cost of all such coverages at a rate not to exceed the cost to active employees of the Company, it being understood that during such twenty four (24) month period Executive shall pay the full cost (i.e., the full COBRA premium rate or such other rate reasonably determined by the Company) of the coverages as determined under the then current practices of the Company on a monthly basis and the Company will reimburse Executive the excess of such costs, if any, above the then active employee cost for such coverages; provided, that if the continued coverage contemplated by this Section 4(b)(iv)  would be discriminatory and would result in the imposition of excise taxes or other liabilities on the Company for failure to comply with any requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), or other applicable law, the Company will provide Executive with a cash payment equal to the employer-portion of any COBRA premiums, inclusive of any taxes thereon, for the remainder of the twenty four (24) month period;
 
(v)                                  if before, upon the commencement of or during the Term, Executive was required to relocate his principal place of employment outside of the United States, reimbursement of the reasonable cost of return relocation-related expenses (not including make-whole payments for any loss incurred on the sale of Executive’s principal residence) as provided under the Company’s Expatriate Assignment Policy; and
 
(vi)                               any of Executive’s unvested equity, equity-based or long-term incentive awards granted under any equity or long-term incentive plans of Ensco or Rowan (including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares) shall immediately become 100% vested in all of the rights and interests then held by Executive, provided, however, that unless a provision more favorable to the Executive is included in an applicable award agreement, all performance-based awards shall remain subject to attaining the applicable performance goals and conditions.
 
(c)                                   Application of CiC Agreement .  It is the express intent of the Parties that the payments and benefits under this Agreement shall not duplicate any payments or benefits under the CiC Agreement. In the event Executive incurs a termination of employment during the Term of this Agreement and such termination entitles Executive to severance and/or benefits under the terms of the CiC Agreement, the terms of the CiC Agreement shall govern, and Executive shall not be entitled to any additional severance hereunder.
 
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(d)                                  Survival .  Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 5 through 10 and Section 12 , this Section 4 , and the Company’s obligations to pay the Company Arrangements will survive the termination of Executive’s employment pursuant to Section 3 .
 
5.                                       Parachute Payments .
 
(a)                                  It is the objective of this Agreement to maximize Executive’s net after-tax benefit if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “ Code ”).  Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or any affiliate or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including the payments under Sections 4(b)  hereof, being hereinafter referred to as the “ Total Payments ”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), then the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
 
(b)                                  The Total Payments shall be reduced in the following order: (i) reduction of non-cash benefits, beginning with those that would be provided last in time, (ii) reduction of equity award vesting, beginning with vesting or settlements that would occur last in time, (iii) reduction of cash payments, beginning with payments that would be made last in time, and (iv) reduction of any other payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A.
 
(c)                                   All determinations regarding the application of this Section 5 shall be made by an accounting firm with experience in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company and acceptable to Executive (“ Independent Advisors ”), a copy of which report and all worksheets and background materials relating thereto shall be provided to Executive.  For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of the Independent Advisors, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne solely by the Company.
 
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6.                                       Non-Solicitation; Unfair Competition; and Non-Disparagement .  Executive acknowledges that during the Term, the Company will provide Executive with access to Confidential Information (as defined below).  Ancillary to the rights provided to Executive as set forth in this Agreement, Executive’s continued employment with the Company during the Term (subject to earlier termination as provided herein) and the Company’s provision of Confidential Information, and Executive’s agreements regarding the use of same, in order to protect the value of any Confidential Information, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect their business and Executive’s right to pursue employment:
 
(a)                                  Executive shall not, at any time during the Restriction Period (as defined below), directly or indirectly engage in, have any equity interest in, or manage, provide services to or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant, independent contractor, or otherwise) that is primarily engaged in the business of providing contracted offshore drilling rigs in any country (or its territorial waters) in which the Company (i) has offices, establishes offices or has definitive plans to locate an office as of the Date of Termination, or (ii) has provided offshore oil and gas drilling services in the 24 months preceding the Date of Termination and in each case which competes with those parts of the business of the Company with which the Executive was involved to a material extent or for which he was responsible during the 12 months prior to the Date of Termination.  Nothing herein shall prohibit Executive from being a passive owner of less than 5% of the outstanding equity interest of any entity, so long as Executive has no active participation in the business of such entity.
 
(b)                                  Executive shall not, at any time during the Restriction Period, directly or indirectly, solicit, divert or take away from the Company, business opportunities with any Customer.
 
(c)                                   Executive shall not, at any time during the Restriction Period, directly or indirectly, divert or take away any acquisition or other business opportunity that the Company is pursuing or with respect to which the Company has expended material efforts to identify or pursue.
 
(d)                                  Executive shall not, at any time during the Restriction Period, directly or indirectly, contact or solicit, for the purpose of hiring, or hire any employee of the Company or any person employed by the Company at any time during the 12-month period immediately preceding the Date of Termination.
 
(e)                                   Executive shall not, at any time during the Restriction Period, directly or indirectly, induce or otherwise encourage any employee of the Company to leave the employment of the Company.
 
(f)                                    Executive shall not, at any time during the Restriction Period, directly or indirectly, induce any supplier, distributor, representative or agent of the Company to terminate or adversely modify its relationship with the Company and with whom or which the Executive, or any person who reported directly to him, had material dealings during the 12-month period immediately preceding the Date of Termination.
 
(g)                                   Executive shall not, at any time during and after the Term, disparage the Company in any way that could adversely affect the goodwill, reputation or business relationships of the Company with the public generally, or with its customers, suppliers or employees; provided, that the foregoing shall not apply to the extent that testimony is required in connection with any proceeding or otherwise as required by law or truthful statements to correct or clarify disparaging comments by the Company..
 
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(h)                                  In the event the terms of this Section 6 shall be determined by any court of competent jurisdiction: (i) while the Executive is based in the US, to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect,  it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action, and (ii) while the Executive is based in the UK, to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company but would be valid if any particular restriction(s) were deleted or some part or parts of its or their wording were deleted, restricted or limited then such restriction(s) shall apply with such deletions, restrictions or limitations as the case may be.
 
(i)                                      As used in this Section 6 , (i) the term “ Company ” shall include the Company and its current and future affiliates (ii) the term “ Restriction Period ” shall mean the period beginning on the Effective Time, and ending on the date twelve (12) months following the Date of Termination, provided, however, that while based in the US only, in the event Executive receives the payments and benefits described in Section 4(b)  or Section 4(c) , the Restriction Period shall continue until the date that is 24 months following the Date of Termination and (iii) the word “ Customer ” shall include any person, firm, company or entity who or which at any time during the 12 months prior to the Date of Termination (A) was provided with goods or services by the Company; or (B) was in the habit of dealing with the Company, other than in a de minimis way; and in each case with whom or which the Executive, or any person who reported directly to him, had material dealings at any time during the 12 months prior to the Date of Termination.
 
7.                                       Nondisclosure of Proprietary Information .
 
(a)                                  Except in connection with the faithful performance of Executive’s duties hereunder or pursuant to Section 7(c)  and (d) , Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for Executive’s benefit or the benefit of any person, firm, corporation or other entity (other than the Company) any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, business plans, business strategies and methods, acquisition targets, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, litigation or investigations, prospects and compensation paid to employees or other terms of employment) (collectively, the “ Confidential Information ”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Confidential Information.  The Parties hereby stipulate and agree that, as between them, any item of Confidential Information is important, material and confidential and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company).  Notwithstanding the foregoing, Confidential Information shall not include (i) any information legally acquired by or otherwise becoming known to Executive from or through any party other that the Company or its affiliates (which party Executive reasonably believes is not bound by any confidentiality obligation to the Company), or (ii) information that has been published in a form generally available to the public or is publicly available or has become public knowledge prior to the date Executive proposes to disclose or use such information, provided, that such publishing or public availability or knowledge of the Confidential Information shall not have resulted from Executive directly or indirectly breaching Executive’s obligations
 
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under this Section 7(a)  or any other similar provision by which Executive is bound, or from any third-party breaching a provision similar to that found under this Section 7(a) .  For the purposes of the previous sentence, Confidential Information will not be deemed to have been published or otherwise disclosed merely because individual portions of the information have been separately published, but only if material features comprising such information have been published or become publicly available.
 
(b)                                  Upon termination of Executive’s employment for any reason, Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents or property concerning the Company’s customers, business plans, marketing strategies, products, property or processes.   In addition, upon termination of Executive’s employment for any reason, Executive shall return to the Company all property of the Company provided to Executive by the Company, or otherwise in the custody, possession or control of Executive (including, but not limited to, computers, computer equipment, office equipment, cell phone, keys, passcards, calling cards, credit cards, rolodexes, tapes, software, computer files, marketing and sales materials, and any other record, document or piece of equipment belonging to the Company.  Following termination of employment, Executive will not retain any copies of the Company’s property, including any copies existing in electronic form, which are in Executive’s possession or control.
 
(c)                                   Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel at Company’s expense in resisting or otherwise responding to such process, in each case to the extent permitted by applicable laws or rules.
 
(d)                                  Nothing in this Agreement shall prohibit Executive from (i) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of Section 7(c)  above), (ii) disclosing information and documents to Executive’s attorney, financial or tax adviser for the purpose of securing legal, financial or tax advice, (iii) disclosing Executive’s post-employment restrictions in this Agreement in confidence to any potential new employer, (iv) retaining, at any time, Executive’s personal correspondence, Executive’s personal contacts and documents related to Executive’s own personal benefits, entitlements and obligations, or (v) while based in the UK, disclosing information which the Executive or another person may be ordered to disclose by a court of competent jurisdiction or which he discloses pursuant to and in accordance with the Public Interest Disclosure Act 1998, or as may be required by law.
 
(e)                                   Nothing in this Agreement shall prohibit Executive from reporting possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of any law or regulation (including the right to receive an award for information provided to any such government agencies).
 
(f)                                    18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties hereto have the right to disclose in confidence trade secrets to federal, state and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties hereto also have
 
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the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.
 
8.                                       Inventions .  All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that Executive may discover, invent or originate during the Term, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“ Inventions ”), shall be the exclusive property of the Company.  Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing their rights therein.  Executive hereby appoints the Company as Executive’s attorney-in-fact to execute on Executive’s behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.
 
9.                                       Injunctive Relief .  It is recognized and acknowledged by Executive that a breach of the covenants contained in Sections 6 , 7 and 8 will cause irreparable damage to Company and their goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate.  Accordingly, Executive agrees that in the event of a breach of any of the covenants contained in Sections 6 , 7 and 8 , in addition to any other remedy which may be available at law or in equity, the Company will be entitled to specific performance and injunctive relief without the requirement to post bond.
 
10.                                Assignment and Successors .  The Company may assign its rights and obligations under this Agreement to any of its affiliates or to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise), and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company and its affiliates.  This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable.  None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will or operation of law.  Notwithstanding the foregoing, Executive shall be entitled, to the extent permitted under applicable law and applicable Company Arrangements, to select and change a beneficiary or beneficiaries to receive compensation hereunder following Executive’s death by giving written notice thereof to the Company.
 
11.                                Certain Definitions .
 
(a)                                  Awards .  “Awards” shall mean all restricted shares, restricted share units, share appreciation rights, performance units, dividend equivalent rights, options, bonus shares or other performance awards, if any (but excluding, for the avoidance of doubt, the Executive’s short-term annual incentive bonus, if any), granted to the Executive under any of the Rowan or the Company’s incentive plans
 
(b)                                  Cause .  “Cause” for termination by the Company of Executive’s employment shall mean:
 
(i)                                      the willful and continued failure by Executive to substantially perform Executive’s duties hereunder ( other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after Executive has given notice to the Company of an event or circumstance constituting Good Reason as described below unless the Company has cured such event or circumstance) after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that
 
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Executive has not substantially performed Executive’s duties and, if such breach is capable of cure, Executive fails to cure same within thirty (30) days after receiving such demand;
 
(ii)                                   the willful engaging by Executive in unauthorized conduct that is demonstrably and materially injurious to the Company;
 
(iii)                                the material breach of this Agreement or a material policy of the Company that has been delivered to Executive before the Execution Date and that apply to executive-level employees (or that Executive has agreed in writing to include in the definition of Cause) that causes material damage to the Company, which, if such breach is capable of cure, remains uncured thirty (30) days following Executive’s receipt of notice of same; or
 
(iv)                               Executive has (i) while based in the US, been convicted of or pled nolo contendere to, a misdemeanor involving moral turpitude or a felony, or (ii) while based in the UK, committed any criminal offence (other than a motoring offence for which a non-custodial penalty may be imposed).
 
(c)                                   Date of Termination . “ Date of Termination ” shall mean (i) if Executive’s employment is terminated by Executive’s death, the date of Executive’s death; (ii) if Executive’s employment is terminated pursuant to Section 3(a)(ii) — (vi)  either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 3(b) , whichever is earlier.
 
(d)                                  Disability . “ Disability ” shall mean, at any time the Company sponsors a long-term disability plan for employees, “disability” as defined in such long-term disability plan for the purpose of determining a participant’s eligibility for benefits; provided, however , if the long-term disability plan contains multiple definitions of disability, “Disability” shall refer to that definition of disability which, if Executive qualified for such disability benefits, would provide coverage for the longest period of time.  The determination of whether Executive has a Disability shall be made by the person or persons required to make disability determinations under the long-term disability plan.  At any time the Company does not sponsor a long-term disability plan for its employees, Disability shall mean Executive’s inability to perform, with or without reasonable accommodation, the essential functions of Executive’s position hereunder for a total of three months during any six-month period as a result of incapacity due to mental or physical illness as determined by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative, with such agreement as to acceptability not to be unreasonably withheld or delayed.  Any refusal by Executive to submit to a medical examination for the purpose of determining Disability shall be deemed to constitute conclusive evidence of Executive’s Disability.
 
(e)                                   Good Reason . “ Good Reason ” shall mean the occurrence of any of the following without Executive’s express written consent:
 
(i)                                      a material breach by the Company of the terms of this Agreement, or any other equity, compensation, or other written agreement between the Company and Executive, including, but not limited to, the failure of the Company to make any material payment or provide any material benefit specified under this Agreement or another applicable agreement and the Company’s breach of the first sentence of Section 1(e)  hereof;
 
(ii)                                   any material diminution in Executive’s authority, duties or responsibilities as President or Chief Executive Officer or the assignment to Executive of any duties materially inconsistent with Executive’s status as President and Chief Executive Officer;
 
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(iii)                                the failure of the Company to continue Executive in the positions of both President and Chief Executive Officer;
 
(iv)                               a material reduction in Executive’s Base Salary, Target Annual Bonus, or Annual Equity Award, as in effect as of the Effective Time or as the same may be increased from time to time, except for across-the-board reductions similarly affecting all senior executives of the Company;
 
(v)                                  the Company’s removal of Executive from the Board or failure to nominate Executive to the Board (other than in connection with a termination by the Company for Cause, or a result of death or Disability, and it being understood that a failure of the Company’s shareholders to re-elect Executive to the Board will not constitute Good Reason hereunder);
 
(vi)                               the failure of the Company to elect an independent Chairman of the Board with effect on or before the date that is nineteen (19) months following the Effective Date (as defined in the Transaction Agreement);
 
(vii)                            the relocation of the site of Executive’s principal place of employment to a location that is more than 50 miles outside of either Houston, Texas or London, England; or
 
(viii)                         the Company gives Executive Notice of Non-Renewal pursuant to Section 1(b) and the Parties do not, prior to the expiration of the Term, execute a new employment agreement governing the terms of Executive’s employment to be in effect thereafter;
 
provided, however , that Executive may not resign his employment for Good Reason unless: (x) Executive provides the Company with at least thirty (30) days (or, in the case of the Company’s breach of the first sentence of Section 1(e)  hereof, sixty (60) days) prior written notice of his intent to resign for Good Reason (which notice must describe the particular acts or omissions which the Executive reasonably believes in good faith constitute “Good Reason” and be provided within ninety (90) days following the date on which Executive has knowledge of the occurrence of the acts or omissions purported to constitute Good Reason); and (y) the Company has not remedied the alleged violation(s) within thirty (30) days after receiving written notice of the basis for Good Reason.
 
12.                                Miscellaneous Provisions .
 
(a)                                  Governing Law; Jurisdiction .  This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of Texas without reference to the principles of conflicts of law of Texas. Any suit or proceeding arising under this Agreement shall be brought solely in a federal or state court sitting in the State of Texas, except for any suit or proceeding seeking an equitable remedy hereunder, which may be brought in any court of competent jurisdiction.  By Executive’s execution hereof, Executive hereby consents and irrevocably submits to the jurisdiction of the federal and state courts having general jurisdiction over the State of Texas, and agrees that any process in any suit or proceeding commenced in such courts under this Agreement may be served upon Executive personally, by certified mail, return receipt requested, or by courier service, with the same full force and effect as if personally served upon Executive in the county in which Executive is employed.  Each of the parties waives any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense of lack of jurisdiction with respect thereto.
 
(b)                                  Validity .  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
 
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(c)                                   Clawback . To the extent required by applicable law or any applicable securities exchange listing standards,  or as otherwise determined by the Board (or a committee thereof), amounts paid or payable under this Agreement or any other compensation arrangement of the Company or its affiliates shall be subject to the provisions of any applicable clawback policies or procedures adopted by the Company before the grant or award of such compensation, which clawback policies or procedures may provide for forfeiture and/or recoupment of amounts paid or payable under this Agreement or any other compensation arrangement of the Company or its affiliates.
 
(d)                                  Notices .  Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage prepaid, as follows:
 
(i)                                      If to the Company, the General Counsel at its headquarters,
 
(ii)                                   If to Executive, at the last address that the Company has in its personnel records for Executive, or
 
(iii)                                At any other address as any Party shall have specified by notice in writing to the other Party.
 
(e)                                   Counterparts .  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.  Signatures delivered by facsimile shall be deemed effective for all purposes.
 
(f)                                    Entire Agreement .  The terms of this Agreement are intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof and supersede all prior understandings and agreements, whether written or oral, except the CiC Agreement, as amended, and as otherwise incorporated or referenced herein.  The Parties further intend that this Agreement shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.
 
(g)                                   Amendments; Waivers .  This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive and a duly authorized officer of Company.  By an instrument in writing similarly executed, Executive or a duly authorized officer of the Company may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however , that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure.  No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.
 
(h)                                  No Inconsistent Actions .  The Parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement.  Furthermore, it is the intent of the Parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.
 
(i)                                      Construction .  This Agreement shall be deemed drafted equally by both the Parties.  Its language shall be construed as a whole and according to its fair meaning.  Any presumption or principle that the language is to be construed against any Party shall not apply.  The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation.  Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary.  Also, unless the context clearly indicates to the contrary, (a) the plural
 
16 

 
includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.
 
(j)                                     Legal Fees .  If it shall be necessary or desirable for Executive to retain legal counsel or incur other costs and expenses in connection with enforcement of Executive’s rights under this Agreement, the Company shall pay (or Executive shall be entitled to recover from the Company, as the case may be) Executive’s reasonable attorneys’ fees and cost and expenses incurred in connection with enforcement of his rights (including the enforcement of any arbitration award in court), if the action relates to Executive’s employment with the Company and if a final decision in connection with at least one material issue of the litigation (or arbitration) is issued in Executive’s favor by an arbitrator or a court of competent jurisdiction.
 
(k)                                  Enforcement .  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement.  Furthermore, (i) while the Executive is based in the US, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable, and (ii) while the Executive is based in the UK, if any provision would be valid if some part or parts of its or their wording were deleted, restricted or limited then such provision(s) shall apply with such deletions, restrictions or limitations as the case may be .
 
(l)                                      Withholding .  The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold whether in the UK, the US or any other relevant jurisdiction.  The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.  In addition, Executive shall cooperate with the Company following any termination of Executive’s employment for any reason in satisfaction of the Company’s and Executive’s relative tax obligations hereunder and under the Company’s Expatriate Assignment Policy.
 
(m)                              Section 409A .
 
(i)                                      General.  The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.
 
(ii)                                   Separation from Service.  Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “ Separation from Service ”) and, except as provided below, any such compensation or benefits described in Section 4(b)  shall not be paid, or, in the case of installments, shall not commence payment, until the fifty-third (53rd) day following Executive’s Separation from Service (the “ First Payment Date ”).  Any installment payments that would have been made
 
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to Executive during the fifty-three (53) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this Agreement.
 
(iii)                                Specified Employee.  Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the Company or (ii) the date of Executive’s death.  Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.
 
(iv)                               Expense Reimbursements, Legal Fees.  To the extent that any reimbursements or payment of legal fees under this Agreement are subject to Section 409A, any such reimbursements or payment payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense or payment was incurred; provided, that Executive submits Executive’s reimbursement or payment request, as the case may be, promptly following the date the expense is incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses referred to in Section 105(b) of the Code, and Executive’s right to reimbursement or payment under this Agreement will not be subject to liquidation or exchange for another benefit.
 
(v)                                  Installments.  Executive’s right to receive any installment payments under this Agreement, including without limitation any continuation salary payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A.  Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.
 
(n)                                  Data Protection . The Executive acknowledges that the Company will from time to time process data that relates to him for the purposes of the administration and management of its employees and its business, for compliance with applicable procedures, laws and regulations, and for other legitimate purposes. The Executive has a duty to comply with the Company’s data protection policy at all times and to keep all personal information that he has access to as part of his employment secure. The Executive must notify the person to whom he reports or such other person stipulated by the Company immediately on becoming aware of a data security breach. Failure to do so may lead to disciplinary action up to and including termination for Cause.
 
(o)                                  Ensco Guarantee . Ensco hereby guarantees payment and performance of all obligations of Ensco UK under this Agreement.
 
13.                                Executive Acknowledgement .  Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.  Executive also acknowledges and agrees that any compensation payable under this Agreement or otherwise shall be subject to the terms of
 
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any applicable compensation clawback policy adopted by the Company to comply with any provisions of applicable law or any securities exchange listing standards.
 
[ Signature Page Follows ]
 
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This Agreement has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

EXECUTED as a deed by	Signature	
 	 	
ENSCO Global Resources Limited	/s/ Jonathan H. Baksht	
 	 	
acting by an authorized signatory, in the presence of:	Director	
 	 	
 	Print name	
 	 	
 	Jonathan H. Baksht	

Witness signature	/s/ Michael McGuinty	
 	
Name (in BLOCK CAPITALS)	MICHAEL MCGUINTY	

 

SIGNED as a deed by Dr Thomas Burke	Signature	
 	 	
in the presence of:	/s/ Thomas P. Burke	

Witness signature	/s/ Mark F. Mai	
 	
Name (in BLOCK CAPITALS)	MARK F. MAI	

[ Signature Page to Employment Agreement ]

 

EXECUTED , as a deed by	Signature	
 	 	
Rowan Companies, Inc.	/s/ Mark F. Mai	
 	 	
acting by a director, in the presence of:	Director	
 	 	
 	Print name	
 	 	
 	Mark F. Mai	

Witness signature	/s/ Ryan Tarkington	
 	
Name (in BLOCK CAPITALS)	RYAN TARKINGTON	

[ Signature Page to Employment Agreement ]

 
Solely for the purposes of guaranteeing the obligations of Ensco and/or the Company under the Agreement:

EXECUTED , as a deed by	Signature	
 	 	
ENSCO plc	/s/ Carl G. Trowell	
 	 	
acting by a director, in the presence of:	Director	
 	 	
 	Print name	
 	 	
 	Carl G. Trowell	

Witness signature	/s/ Michael McGuinty	
 	
Name (in BLOCK CAPITALS)	MICHAEL MCGUINTY	

[ Signature Page to Employment Agreement ]

 
EXHIBIT A
 
Separation Agreement and Release
 
This Separation Agreement and Release (“ Agreement ”) is made by and between Dr. Thomas Burke (“ Executive ”) and [              ] (the “ Company ”) (collectively, referred to as the “ Parties ” or individually referred to as a “ Party ”).  Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
 
WHEREAS , the Parties have previously entered into that certain Employment Agreement, dated as of October 7, 2018 (the “ Employment Agreement ”); and
 
WHEREAS , in connection with Executive’s termination of employment with the Company or a subsidiary or affiliate of the Company effective [               , 20    ], the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation from the Company or its subsidiaries or affiliates but, for the avoidance of doubt, nothing herein will be deemed to release any rights or remedies in connection with (i) Executive’s ownership of vested equity securities of the Company or any of its affiliates, including any rights to vesting in connection with Executive’s employment or the termination thereof, and (ii) Executive’s rights under any directors & officers liability insurance policies then in effect, or to indemnification (including advancement of expenses) by the Company or any of its affiliates pursuant to contract or applicable law (collectively, the “ Retained Claims ”).
 
NOW, THEREFORE , in consideration of the Severance Payments described in Section 4 of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned on Executive’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:
 
1.             Severance Payments; Salary and Benefits .  The Company agrees to provide Executive with the severance payments and benefits described in Section 4(b)  of the Employment Agreement, payable at the times set forth in, and subject to the terms and conditions of, the Employment Agreement.  In addition, to the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c)  of the Employment Agreement, subject to and in accordance with the terms thereof, including, but not limited to, tax equalization and relocation/repatriation and other expatriate assignment benefits due to Executive in connection with employment outside the United States.
 
2.             Release of Claims .  Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of their direct or indirect subsidiaries and affiliates, and any of their current and former officers, directors, equity holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “ Releasees ”).  Executive, on his own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, other than with respect to the Retained Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have
 
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occurred up until and including the Effective Time of this Agreement (as defined in Section 7 below), including, without limitation:
 
(a)           any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries or affiliates and the termination of that relationship;
 
(b)           any and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of any shares of stock or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
 
(c)           any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
 
(d)           any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Sarbanes-Oxley Act of 2002;
 
(e)           any and all claims for violation of the federal or any state constitution;
 
(f)            any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
 
(g)           any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement; and
 
(h)           any and all claims for attorneys’ fees and costs.
 
Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released.  This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law and any Retained Claims.  This release further does not release claims for breach of Section 3(c)  or Section 4(b)  of the Employment Agreement.
 
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3.             Acknowledgment of Waiver of Claims under ADEA .  Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ ADEA ”), and that this waiver and release is knowing and voluntary.  Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Time of this Agreement.  Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled.  Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has 21 days within which to consider this Agreement; (c) Executive has 7 days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the General Counsel of the Company; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law.  In the event Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.
 
4.             Severability .  In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.
 
5.             No Oral Modification .  This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the Company.
 
6.             Governing Law; Jurisdiction .  This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of Texas without reference to the principles of conflicts of law of Texas. Any suit or proceeding arising under this Agreement shall be brought solely in a federal or state court sitting in the State of Texas, except for any suit or proceeding seeking an equitable remedy hereunder, which may be brought in any court of competent jurisdiction.  By Executive’s execution hereof, Executive hereby consents and irrevocably submits to the jurisdiction of the federal and state courts having general jurisdiction over the State of Texas, and agrees that any process in any suit or proceeding commenced in such courts under this Agreement may be served upon Executive personally, by certified mail, return receipt requested, or by courier service, with the same full force and effect as if personally served upon Executive in the county in which Executive is employed.  Each of the parties waives any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense of lack of jurisdiction with respect thereto
 
7.             Survival .  The Parties expressly acknowledge and agree that the provisions of Sections 5 through 10 and Section 12 of the Employment Agreement will survive the termination of Executive’s employment.
 
8.             Effective Time .  Each Party has seven days after that Party signs this Agreement to revoke it and this Agreement will become effective on the eighth day after Executive signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “ Effective Time ”).
 
9.             Voluntary Execution of Agreement .  Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive’s claims against the Company
 
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and any of the other Releasees.  Executive acknowledges that: (a) Executive has read this Agreement; (b) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected not to retain legal counsel; (d) Executive understands the terms and consequences of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and binding effect of this Agreement.
 
[ Signature Page Follows ]
 
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

 	 	EXECUTIVE	
Dated:	 	 	 	
 	 	Dr. Thomas Burke	
 	 	 	
 	 	COMPANY	
Dated:	 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	
 
A- 5 

Exhibit 99.1 

		
 
Ensco plc and Rowan Companies plc Agree to Combine,
Creating Industry-Leading Offshore Driller
 
Broad Portfolio of High-Specification Floaters and Jack-ups
Diverse Customer Base Includes Most of the Largest Holders of Offshore Reserves
Broadest Geographic Presence of Any Offshore Driller
Well Capitalized with Combined Liquidity of $3.9 Billion
$150 Million of Anticipated Annual Expense Synergies
Accretive to Cash Flow Per Share in First Full Year Following Closing
Clear Leader in Customer Satisfaction with Strong Focus on Safety and Operations
 
London — 8 October 2018 — Ensco plc (NYSE: ESV) and Rowan Companies plc (NYSE: RDC) jointly announced today that the companies have entered into a definitive transaction agreement under which Rowan will combine with Ensco in an all-stock transaction. The definitive transaction agreement was unanimously approved by each company’s board of directors. The Saudi Aramco partner to the ARO Drilling joint venture has consented to the combination between Rowan and Ensco.
 
Under the terms of the transaction agreement, Rowan shareholders will receive 2.215 Ensco shares for each Rowan share. Upon closing, Ensco and Rowan shareholders will own approximately 60.5% and 39.5%, respectively, of the outstanding shares of the combined entity. There are no financing conditions for this transaction.
 
The combined company expects to realize annual pre-tax expense synergies of approximately $150 million, with more than 75% of targeted synergies expected to be realized within one year of closing. As a result, the transaction is projected to be accretive to cash flow per share in 2020 following an anticipated closing in the first half of 2019.
 
Rowan President and Chief Executive Officer Tom Burke, who will serve as President and Chief Executive Officer of the combined company, said, “We are excited to reach an agreement to combine our well-respected organizations, enabling both Rowan and Ensco shareholders to participate in the substantial value creation opportunities of a larger, more technologically-advanced and diverse offshore drilling company. By merging our high-quality rig fleets and infrastructure covering the world’s most prolific offshore basins, we increase our scale while maintaining a shared focus on high-specification assets that will include ultra-deepwater drillships and versatile semisubmersibles, as well as harsh environment and modern jack-ups. Rowan shareholders also benefit from the addition of significant backlog and substantial scale in ultra-deepwater operations. The combined entity’s talented workforce, unrivaled geographic and customer diversification, and solid financial position ideally position us to meet increasing customer demand for the most technologically-advanced drilling rigs as the offshore sector recovers.”
 
Ensco President and Chief Executive Officer Carl Trowell, who will serve as Executive Chairman of the combined company,  stated, “The combination of Ensco and Rowan will create an industry leader in offshore drilling across all water depths, with significant advantages to capitalize on future opportunities and better serve our customers. Ensco and Rowan share a common culture built around safety and operational excellence, innovation, technical expertise and customer

 
satisfaction. Through this combination, Ensco shareholders will uniquely benefit from Rowan’s strategic joint venture with Saudi Aramco, ARO Drilling, while all stakeholders will share in meaningful cost savings and even greater upside to improving market conditions as the industry recovery continues gaining momentum.”
 
Combined Company Highlights and Strategic Fit
 
Creating a leading offshore rig fleet, with many of the industry’s highest specification assets
 
·                   The combination will bring together both companies’ complementary businesses, creating a leading offshore driller by fleet size, geographic presence and customer base, with 82 rigs(1) spanning six continents and collectively serving more than 35 customers, including the largest national oil companies, international majors and independent exploration and production companies.
 
·                   The combined company’s rig fleet of 28 floaters and 54 jack-ups will be among the most technologically-advanced in the industry, capable of providing a wide range of drilling services to an expanded base of clients around the world, and will be ideally positioned to meet increasing levels of customer demand for the highest-specification ultra-deepwater drillships and harsh environment jack-ups.
 
·                   Within the fleet of 28 floating rigs (drillships and semisubmersibles) are 25 ultra-deepwater rigs capable of drilling in water depths of greater than 7,500 feet, with an average age of six years — establishing this fleet among the youngest and most capable in the industry. The combined fleet will also have the second-largest fleet of the highest-specification drillships(2) in the industry, with 11 of these seventh generation ultra-deepwater rigs.
 
·                   The 54-rig jack-up fleet will include 38 units that are equipped with many of the advanced features requested by clients with shallow-water drilling programs, such as increased leg length, expanded cantilever reach and greater hoisting capacity. Among the combined company’s jack-up fleet are seven ultra-harsh environment units and nine additional modern harsh environment rigs.
 
Unparalleled geographic coverage
 
·                   The combined company will be the most geographically-diverse offshore driller with current operations and drilling contracts spanning six continents in nearly every major deep- and shallow-water basin around the world including the Gulf of Mexico, Brazil, West Africa, North Sea, Mediterranean, Middle East, Southeast Asia and Australia.
 
·                   Ensco shareholders will gain exposure to the ARO Drilling joint venture and ultra-harsh environment jack-ups, along with a presence in Norway. Rowan shareholders gain access to Ensco’s strong relationships with large deepwater customers and wider geographic footprint, which includes a presence in Brazil, West Africa, Southeast Asia and Australia, along with a versatile semisubmersible fleet.

(1)  Includes two drillships and one jack-up rig under construction. Excludes Rowan’s 50% interest in ARO Drilling. Pro forma for Rowan’s sale of the Hank Boswell and Scooter Yeargain to ARO Drilling expected to be completed prior to completion of the transaction. Excludes two rigs, Rowan California and Gorilla IV, earmarked for retirement .
(2)  Defined as drillships delivered in 2013 or later, equipped with dual BOP and 2.5 mm lbs. hookload derricks.
 
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Servicing the broadest customer base, with continued emphasis on customer satisfaction
 
·                   Customers of the combined company will include most of the leading national and international oil companies, plus many independent operators. Customers will benefit from enhanced diversification of high-quality assets that best meet their drilling requirements.
 
·                   Both companies have long track records of being recognized as leaders in customer satisfaction, including eight consecutive years ranked #1 in total satisfaction and seven years ranked #1 for high pressure, high temperature application among offshore drillers by EnergyPoint Research. The combined company will continue its commitment of delivering industry-leading service.
 
Technology focus to differentiate services and lower costs
 
·                   The combined company is dedicated to deploying new technologies and innovative solutions that differentiate its services and drive operational integrity and performance at the well site. With a larger, more diversified fleet, the combined company can economically develop and deploy these advancements across a wider asset base and global footprint.
 
·                   The combined company is expected to leverage ARO Drilling’s 20-rig new build program to develop and deploy leading-edge technology at scale.
 
Financial Highlights
 
The combined entity is expected to generate future revenue growth opportunities as it capitalizes on an expanded, high-quality fleet serving a larger customer base across a wider geographic footprint. Estimated annual expense savings of $150 million are expected to be realized primarily from corporate and regional overlaps, supply chain efficiencies as well as the standardization of systems, policies and procedures across the combined organization. Based on these anticipated annual savings, the planned combination is expected to be accretive to cash flow per share annually for the combined entity beginning in 2020.
 
The combined company’s balance sheet is expected to have liquidity of approximately $3.9 billion, including $1.9 billion of cash and short-term investments(3), providing the new entity with the financial flexibility to continue investing in the fleet and innovations aimed at improving drilling efficiencies. The combined company’s credit profile will benefit from increased scale and significantly enhanced diversification across regions, rig types, customers and expertise due to the diverse makeup of its respective businesses. The total estimated revenue backlog for the combined company is approximately $2.7 billion(3), excluding ARO Drilling’s substantial backlog which is unconsolidated. Based on the closing price of each company’s shares on 5 October 2018, the estimated enterprise value of the combined company is $12.0 billion.
 
Governance
 
Carl Trowell will become the combined company’s Executive Chairman, Tom Burke will serve as President and Chief Executive Officer, and Jon Baksht will serve as Senior Vice President and Chief Financial Officer. The remaining executive management team for the combined company

(3)  As of June 30, 2018 or most recent company filing.
 
3 

 
will be named at a later date and will comprise executives from both Ensco and Rowan. Effective upon closing, the combined company’s board of directors will include Carl Trowell and Tom Burke, plus five additional members from Ensco’s current board and four additional members from Rowan’s current board.
 
The combined company will be domiciled in the United Kingdom, where both Ensco and Rowan are currently domiciled, and senior executive officers will be located in London and Houston.
 
Conditions and Timing
 
The transaction is subject to approval by the shareholders of Ensco and Rowan and regulatory authorities, as well as other customary closing conditions. In addition, the transaction will be subject to court approval pursuant to a UK court-sanctioned scheme of arrangement. The transaction is not subject to any financing conditions. Ensco and Rowan intend to file a joint proxy statement with the Securities and Exchange Commission as soon as possible. The companies anticipate that the transaction will close during the first half of 2019.
 
Advisors
 
Morgan Stanley & Co. LLC is lead financial advisor to Ensco. HSBC Securities (USA) Inc. and Citigroup Global Markets Inc. also provided financial advice to Ensco. Ensco’s legal advisors are Gibson, Dunn & Crutcher LLP and Slaughter and May. The financial advisor for Rowan is Goldman Sachs & Co. LLC and its legal advisors are Kirkland & Ellis LLP and Latham & Watkins LLP.
 
Conference Call/Webcast
 
Ensco and Rowan will conduct a conference call to discuss the proposed combination today at 7:30 a.m. CDT (8:30 a.m. EDT and 1:30 p.m. London time). The call will be webcast live at www.enscoplc.com and www.rowan.com. Alternatively, callers may dial 1-855-239-3215 within the United States or +1-412-542-4130 from outside the U.S. Please ask for the Ensco/Rowan conference call. It is recommended that participants call 20 minutes ahead of the scheduled start time. Callers may avoid delays by pre-registering to receive a dial-in number and PIN at http://dpregister.com/10125207.
 
Shortly before the conference call begins, slides will be posted under the investor relations sections of each company’s website that will be referred to during the call. A webcast replay and transcript of the call will be available within 36 hours at www.enscoplc.com and www.rowan.com. A replay will also be available by phone for six days after the call by dialing 1-877-344-7529 within the United States or +1-412-317-0088 from outside the U.S. (conference ID 10125207).
 
About Ensco
 
Ensco plc (NYSE: ESV) brings energy to the world as a global provider of offshore drilling services to the petroleum industry. For more than 30 years, the company has focused on operating safely and going beyond customer expectations. Ensco is ranked first in total customer satisfaction in the latest independent survey by EnergyPoint Research — the eighth consecutive year that Ensco has earned this distinction. Operating one of the newest ultra-deepwater rig fleets and a leading premium jackup fleet, Ensco has a major presence in the most strategic offshore basins across six continents. Ensco plc is an English limited company (England No. 7023598) with its corporate
 
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headquarters located at 6 Chesterfield Gardens, London W1J 5BQ. To learn more, visit the company’s website at www.enscoplc.com.
 
About Rowan
 
Rowan is a global provider of contract drilling services with a current fleet of 27 mobile offshore drilling units, composed of 23 self-elevating jack-up rigs and four ultra-deepwater drillships. The company’s fleet operates worldwide, including the United States Gulf of Mexico, the United Kingdom and Norwegian sectors of the North Sea, the Middle East, the Mediterranean Sea, and Trinidad.  Additionally, the company is a 50/50 partner in a joint venture with Saudi Aramco, entitled ARO Drilling that owns a fleet of five self-elevating jack-up rigs that operate in the Arabian Gulf. The company’s Class A Ordinary Shares are traded on the New York Stock Exchange under the symbol “RDC.” For more information on the company, please visit www.rowan.com.
 
Forward-Looking Statements
 
Statements included in this document regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction and other statements that are not historical facts, are forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)).  Forward-looking statements include words or phrases such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and words and phrases of similar import.  These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities, rating agencies or other third parties, actions by the respective companies’ security holders, costs and difficulties related to integration of Ensco and Rowan, delays, costs and difficulties related to the transaction, market conditions, and Ensco’s financial results and performance following the completion of the transaction, satisfaction of closing conditions, ability to repay debt and timing thereof, availability and terms of any financing and other factors detailed in the risk factors section and elsewhere in Ensco’s and Rowan’s Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov .  Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.  All information in this document is as of today.  Except as required by law, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
 
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
 
In connection with the proposed transaction, Ensco and Rowan will file a joint proxy statement on Schedule 14A with the SEC.  Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan’s shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco’s ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines to conduct an acquisition of Rowan pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to Ensco’s ordinary shares that would be issued in the proposed transaction.  INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION.  A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings.  Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC’s website at www.sec.gov.  Security holders and other interested parties will also be able to
 
5 

 
obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800.  Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.”  Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan’s website at www.rowan.com/investor-relations.
 
Participants in the Solicitation
 
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction.  Information about these persons is set forth in Ensco’s proxy statement relating to its 2018 General Meeting of Shareholders and Rowan’s proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on March 30, 2018 and April 3, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC.  Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
 
No Offer or Solicitation
 
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
 
Service of Process
 
Ensco and Rowan are incorporated under the laws of England and Wales.  In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States.  Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

Investor and Media Contact(s):	Ensco plc	
 	Nick Georgas	
 	Senior Director – Investor Relations and Communications	
 	713-430-4607	
 	 	
 	Ensco plc	
 	Tim Richardson	
 	Manager – Investor Relations	
 	713-430-4490	
 	 	
 	Rowan Companies plc	
 	Son Vann	
 	Vice President Corporate Development	
 	713-960-7655	
 
6 

Exhibit 99.2 
 
October 2018 Combination of Leading Offshore Drillers Creates Shareholder Value

Forward-Looking Statements Statements included in this document regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction and other statements that are not historical facts, are forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)). Forward-looking statements include words or phrases such as "anticipate," "believe," “contemplate,” "estimate," "expect," "intend," "plan," "project," "could," "may," "might," "should," "will" and words and phrases of similar import. These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities, rating agencies or other third parties, actions by the respective companies’ security holders, costs and difficulties related to integration of Ensco and Rowan, delays, costs and difficulties related to the transaction, market conditions, and Ensco’s financial results and performance following the completion of the transaction, satisfaction of closing conditions, ability to repay debt and timing thereof, availability and terms of any financing and other factors detailed in the risk factors section and elsewhere in Ensco’s and Rowan’s Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the Securities and Exchange Commission (the "SEC"), which are available on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. All information in this document is as of today. Except as required by law, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise. Important Additional Information Regarding The Transaction Will Be Filed With The SEC In connection with the proposed transaction, Ensco and Rowan will file a joint proxy statement on Schedule 14A with the SEC. Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan’s shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco’s ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines to conduct an acquisition of Rowan pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to Ensco’s ordinary shares that would be issued in the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings. Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC's website at www.sec.gov. Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800. Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.” Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan’s website at www.rowan.com/investor-relations

Participants in the Solicitation Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in Ensco's proxy statement relating to its 2018 General Meeting of Shareholders and Rowan’s proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on March 30, 2018 and April 3, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies' security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC. No Offer or Solicitation This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction. Service of Process Ensco and Rowan are incorporated under the laws of England and Wales. In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

Agenda 1 Transaction Summary 2 Strategic Rationale 3 Best-in-Class Operator 4 Industry-Leading Fleet 5 Solid Financial Position and Significant Synergies 6 Summary: A Compelling Strategic Combination

Transaction Summary 11 member Board consisting of 6 members from Ensco and 5 members from Rowan Executive Chairman from Ensco (Carl Trowell) President & CEO from Rowan (Tom Burke) Senior Vice President & CFO from Ensco (Jon Baksht) Other senior executives to be selected from top talent at both companies and named at a later date Governance & Leadership The Saudi Aramco partner to the ARO Drilling joint venture has consented to the combination between Rowan and Ensco Accretive to cash flow per share in first full year after closing, with total run-rate expense synergies estimated at $150 million for the combined company Other Subject to both Ensco and Rowan shareholder approval Subject to regulatory approvals, court approval and other customary conditions Targeted closing H1 2019 Key Closing Conditions Structure Combination is structured as a merger between Ensco and Rowan Stock-for-stock transaction with 2.215 Ensco shares issued for each Rowan share Pro forma ownership of ~60.5% Ensco shareholders and ~39.5% Rowan shareholders Combined enterprise value of $12.0 billion

Ensco & Rowan: A Compelling Strategic Combination High-quality assets uniquely positioned for offshore recovery Combination will create a more diversified company, with a presence in nearly all major offshore regions and a larger customer base, and bring together two world-class operators with common cultures and focus on safety and operational excellence Dedicated to advancing new technologies and solutions to differentiate services and drive performance at the well site, with a larger, more diversified rig fleet enhancing the combined company’s ability to more economically deploy new technologies Best-in-class operator with a commitment to innovation Combined company to have liquidity of approximately $3.9 billion, including $1.9 billion of cash and short-term investments Credit profile to benefit from increased scale, greater backlog of approximately $2.7 billion, and enhanced diversification across regions, customers, rig types and operational expertise Both companies’ shareholders to benefit from an estimated $150 million of annual run-rate expense synergies Strong financial position with additional upside from synergies Diverse, high-specification rig fleet positions the combined company as a premier offshore service provider poised to capitalize on increasing demand for deep- and shallow-water drilling Increased highest-specification ultra-deepwater drillship scale Well positioned to meet customer demand in the most challenging shallow-water environments Unique visible growth opportunity through groundbreaking partnership (ARO Drilling) with Saudi Aramco, the largest jack-up customer in the world

Best-In-Class Operator

Expanded Opportunities Across Multiple Geographies & Operating Segments U.S. Gulf 1 Increases each company’s presence in key offshore regions Ensco gains exposure to the ARO Drilling joint venture and ultra-harsh environment jack-ups, along with a presence in Norway Rowan gains critical mass in deepwater operations, access to Ensco’s strong relationships with large deepwater customers and wider geographic footprint, including presence in Brazil, West Africa, Southeast Asia and Australia Greater Geographic & Asset Diversification 4 2 6 4 1 2 Brazil 1 Mediterranean 1 Africa 1 3 Asia Pacific 7 1 4 Middle East 2 Under Construction 2 11 9 Ensco Rigs Rowan Rigs 1 2 Other LatAm 3 1 Other Europe 9 3 4 Norway 2 1 2 7 ARO Drilling Rigs 1 Source: Company Filings 1 Excludes one Rowan jack-up that is expected to be retired and two rigs managed by Ensco on behalf of a customer 2 Includes nine Rowan jack-up rigs leased to ARO Drilling and seven rigs owned by ARO Drilling (pro forma for two rigs to be sold from Rowan to ARO Drilling before year-end 2018); excludes one Rowan jack-up that is expected to be retired

Diversified Customer Base with Exposure to Largest Offshore Reserves Holders 1 Includes certain customers that may not currently have backlog Source: Company Filings Combined Entity Customer Relationships1

Industry-Leading Customer Satisfaction: History of Safety & Operational Excellence Fleet-Wide Operational Effectiveness2 1 2017 Oilfield Products & Services Customer Satisfaction Survey; Conducted by EnergyPoint Research, the annual survey is the industry benchmark for customer satisfaction in the global oilfield. Out of the above won categories, Rowan Companies won in HPHT wells and Middle East & North Africa, while Ensco won the other twelve categories listed Both Ensco and Rowan have achieved nearly 100% operational effectiveness for the past two-and-a-half years Shared focus on optimizing customers’ well delivery through well planning, drilling performance and performance contracts Consistent Operational Results 3 Clear Leader in Customer Satisfaction 8 Consecutive Years Ranked #1 in Total Satisfaction Among Offshore Drillers Total Satisfaction Health, Safety & Environment Performance & Reliability Job Quality Ultra-Deepwater Wells Shelf Wells Deepwater Wells Combined Won 14 of 18 Categories in 20171 HPHT Wells Horizontal & Directional Wells Technology Special Applications North Sea Middle East & North Africa Sub-Saharan Africa 2 ESV metrics show reported “Operational Utilization,” RDC metrics reflect “Billed Uptime” 3 YTD 2018 as of 30 June 99% 99% 99% 99% 99% 98% 2016 2017 YTD 2018 Ensco Rowan

Committed to Innovation to Differentiate Services & Lower Costs New Systems, Processes & Technology Investments in systems, processes and proprietary technology have led to improved safety and operational performance as well as lower repair and maintenance costs Focused on deploying new technologies and innovative solutions that differentiate services and drive operational integrity and performance at the well site Committed to Innovation

Industry-Leading Fleet

Combined Fleet Will Be Amongst the Highest-Quality in the Industry Source: IHS Markit RigPoint as of September 2018; Ensco and Rowan analysis 1 Transocean is shown pro forma for Ocean Rig acquisition 2 Seadrill includes Sevan Drilling and NADL; excludes newbuilds with no recourse to parent company; reflects 50% ownership of SeaMex 3 Noble reflects 50% ownership in Shell JV rigs (Bully I and Bully II); pro forma for purchased PaxOcean jack-up 4 Drillships delivered in 2013 or later, equipped with dual BOP and 2.5mm lbs. hookload derricks 1 3 100% 100% 88% 82% 41% 88% 89% 89% 68% % 6th Generation+ 2 11 13 18 29 16 22 27 6 38 # UHE or Modern 5 Floater Fleets # Rigs Jack-up Fleets # Rigs 4 2 6 7 5 Rowan jack-up count excludes 7 rigs contributed to ARO Drilling and 2 rigs expected to be retired 6 Includes jack-ups with the following rig designs: GustoMSC CJ70, Le Tourneau Super Gorilla Class and KFELS N Class 7 Other jack-ups classified as harsh environment and North Sea capable < 20 years of age 8 Jack-ups not classified as harsh environment and North Sea capable < 20 years of age 8 3 11 7 4 4 4 10 10 3 3 57 28 27 24 17 11 8 7 4 Transocean Pro Forma Combined Seadrill Ensco Diamond Noble Maersk Pacific Rowan Highest-Spec 6th Gen Moored/HE 6th+ Gen DP Only Other 7 7 9 6 3 22 16 6 16 13 3 54 39 37 35 34 19 19 15 13 Pro Forma Combined Shelf COSL Ensco Borr Rowan Seadrill Maersk Noble Ultra HE Modern HE Modern Benign Other

Strong Portfolio of Highest-Specification Drillships with Significant Re-Contracting Upside 2 Drillship Utilization – Delivered Rigs4 Contract Status – Highest-Spec Drillships 2H18 2019 2020 2021 Highest-Specification Drillships1 Source: IHS Markit RigPoint as of September 2018 1 Drillships delivered in 2013 or later, equipped with dual BOP and 2.5mm lbs. hookload derricks 2 Transocean is shown pro forma for Ocean Rig acquisition 3 Assumes no newbuilds delivered before year-end 2019 4 Utilization excludes 10 highest-spec and 18 other newbuilds 1 1 4 3 0 4 8 2 # of Rigs with 2H19 Availability3 1 ENSCO DS-7 ENSCO DS-9 ENSCO DS-10 ENSCO DS-11 ENSCO DS-12 ENSCO DS-13 ENSCO DS-14 Rowan Renaissance Rowan Resolute Rowan Reliance Rowan Relentless Contracted Options Under Construction Available 12 11 7 4 4 4 4 3 6 Transocean Pro Forma Combined Ensco Diamond Noble Rowan Seadrill Pacific All Other 40% 60% 80% 100% Jan 16 Jul 16 Jan 17 Jul 17 Jan 18 Jul 18 Highest - Spec Drillships 1 Other Drillships

Source: IHS Markit RigPoint as of September 2018 1 Rowan jack-up count excludes 7 rigs contributed to ARO Drilling and 2 rigs expected to be retired 2 Seadrill includes NADL and reflects 50% ownership of SeaMex, excludes newbuilds with no recourse to parent company 3 Excludes one ultra-harsh environment jack-up rig currently in the shipyard; Includes jack-ups with the following rig designs: GustoMSC CJ70, Le Tourneau Super Gorilla Class and KFELS N Class Jack-up Utilization – Delivered Rigs 2H18 2019 2020 2021 Other6 Ultra-Harsh/ Modern Harsh3,4 Modern Benign5 Ultra-Harsh & Modern Harsh Environment Jack-ups # of Rigs with 1H19 Availability 10 2 6 2 5 4 3 1 0 1 2 4 Other jack-ups classified as harsh environment and North Sea capable < 20 years of age 5 Jack-ups not classified as harsh environment and North Sea capable < 20 years of age 6 All jack-ups > 20 years of age Leading Provider of Ultra-Harsh and Modern Harsh Environment Jack-ups 3 4 Contract Status – Ultra-Harsh & Modern Harsh Environment Jack-ups 40% 60% 80% 100% Jan 16 Jul 16 Jan 17 Jul 17 Jan 18 Jul 18 7 6 7 1 2 2 9 5 3 9 6 6 4 2 16 11 10 10 6 6 4 4 2 Pro Forma Combined Maersk Rowan Noble Borr Ensco COSL Seadrill KCA Deutag Ultra HE Modern HE Rowan Mississippi Rowan Ralph Coffman Rowan Joe Douglas Rowan Gorilla V Rowan Gorilla VI Rowan Gorilla VII Rowan Viking Rowan Stavanger Rowan Norway Bob Palmer ENSCO 101 ENSCO 102 ENSCO 120 ENSCO 121 ENSCO 122 ENSCO 123 Contracted Options Under Construction Available

ARO Drilling: Unique Partnership Creates Value Source: Company Filings . The Saudi Aramco partner to the ARO Drilling joint venture has consented to the combination between Rowan and Ensco

Solid Financial Position and Significant Synergies

Strong Liquidity Position Promotes Financial Flexibility $ millions $1,401 $2,000 Available Revolver 1,2 Cash & ST Inv. $3,874 $1.1 billion of maturities1 to 2024 1 As of June 30, 2018 or most recent company filing 2 Ensco’s revolving credit facility is expected to remain for the pro forma company Source: Company Filings $1,133 Pro Forma Balance Sheet Highlights1 $741 $300 $400 $400 $1,001 $3.9 billion of total liquidity including $1.9 billion of cash and short-term investments $2.7 billion of contracted backlog No secured debt in capital structure Includes $850 million of convertible debt Rowan Ensco $669 $398 $500 $201 $123 $114 $621 $2,203 $1,169 $1,000 $150 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 $1,805 Liquidity 2042 2044 2040

Significant Synergies to Drive Shareholder Value Creation 1 Market data as of October 5, 2018 2 Assumes $150 million of synergies capitalized at an illustrative 11% discount rate; inclusive of taxes, transaction costs, and expenses Source: Company Filings, Capital IQ Equity Value $ billions Ensco Equity Value Rowan Equity Value Anticipated Synergies Estimated Value to Shareholders 1 1 2 Synergies to benefit both companies’ shareholders $150 million of annual pre-tax expense synergies identified including: General and administrative reductions Operational support efficiencies Regional office consolidation Other operational synergies including inventory, logistics and vendor relationships Further potential savings from adoption of best-in-class operational processes and economies of scale in capital purchasing Cost and Operational Synergies 7.2 7.2 2.4 1.0 3.8 6.2

Ensco & Rowan: A Compelling Strategic Combination Strategically positioned for offshore recovery through broad geographic footprint and diverse customer base, including unique partnership with the world’s largest customer for jack-up rigs High-quality rig fleet capable of meeting customer demand across all water depths, with strong portfolio of highest-specification drillships as well as ultra-harsh and modern harsh environment jackups Track record of safety and operational excellence with focused investments in innovation and technology to provide best-in-class drilling services Strong liquidity and flexible capital structure enhances ability to navigate through industry cycles and generate shareholder value Combined company well-positioned to capitalize on improving market conditions as industry recovery continues gaining momentum

[LOGO] ENSCO ROWAN COMPANIES

Exhibit 99.  3
 
Ensco
 
Conference Call
 
October 8, 2018 at 8:30 a.m. Eastern
 
CORPORATE PARTICIPANTS
Nick Georgas – Senior Director, Investor Relations and Communications
Tom Burke – President and Chief Executive Officer, Rowan
Carl Trowell – Chief Executive Officer and President, Ensco

 
PRESENTATION
 
Operator
 
Good morning.  Ensco PLC and Rowan Companies PLC welcome you to their joint conference call to discuss their agreement to combine the two companies.  At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation.
 
To ask a question, you may press star then 1 on your telephone keypad.  To withdraw your question, please press star then 2.  As a reminder, this conference is being recorded.
 
It is my pleasure to introduce your host, Nick Georgas, Senior Director of Investor Relations for Ensco PLC.  Thank you, Mr. Georgas, you may begin.
 
Nick Georgas
 
Thank you, operator, and welcome everyone to the Ensco and Rowan joint conference call to discuss our plans to combine our two companies.  With me are Tom Burke, President and CEO of Rowan; Carl Trowell, President and CEO of Ensco; Jon Baksht, Senior Vice President and CFO of Ensco; and Stephen Butz, Executive Vice President and CFO of Rowan.
 
We issued a joint press release earlier today, which is available on our websites, at enscoplc.com and rowan.com.  Please also refer to the slide presentation posted to our websites earlier today, as we will be referring to these slides during our call.
 
Any statements in the press release, slide presentation, or comments we make about expectations are forward looking statements and are subject to risks and uncertainties.  Many factors could cause actual results to differ materially.  Please refer to our press release, slide presentation, and SEC filings on our websites that define forward-looking statements, list risk factors, and other events that could impact future results, and disclose important additional information regarding the transaction that will be filed with the SEC.  Also, please note that we undertake no duty to update our forward-looking statements.
 
In connection with the proposed transaction that we will be discussing today, Ensco and Rowan will be filing a joint proxy statement with the SEC.  Investors are advised to carefully read the proxy statement when available, because it will contain important information about the transaction, the parties and the associated risks.  Investors may obtain a free copy from the SEC’s website and from each company.  For more information, please read the legends at the end of our joint press release issued earlier today.
 
Now, let me turn the call over to Tom Burke, President and CEO of Rowan.
 
Tom Burke
 
Thanks, Nick, and welcome everyone.  Earlier today, we announced an agreement to combine our two companies, creating what Carl and I, along with our respective boards, believe will be an exceptionally strong, well-positioned company that will set a new standard in offshore drilling.  For today’s call, I’ll start by covering the highlights and strategic benefits of our proposed transaction.  Carl will then discuss the advantages of creating an industry-leading fleet with exceptional exposure to the offshore recovery across all water depths.  He will also discuss the financial highlights of the combined company.  I will close out with some final remarks before we open it up for questions.
 
Before we get into the details of the presentation, allow me to make a few introductory comments.  Throughout our discussions, it became increasingly clear that our two companies are an ideal strategic and cultural fit.  Geographic and customer diversity, financial strength, and the ability to deliver highly
 
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valued services with quality assets are increasingly important in the offshore drilling sector.  We share the same core values centered around safety, operational excellence, technology, employee developments, and customer satisfaction.
 
Because of these shared values, I am confident that we can successfully bring together our two organizations. For our respective shareholders, the combination creates compelling value and enhances both companies’ abilities to capitalize on the industry recovery that is currently unfolding, while customers will greatly benefit from a broader array of high-specification assets.
 
Turning to the presentation that you can view on our websites, starting at Slide 5, I’ll briefly cover the transaction highlights.  Under the terms of the transaction agreement, which was unanimously approved by the Boards of Directors of both companies, this is an all-stock deal, where upon closing, Rowan shareholders will receive 2.215 Ensco shares for each Rowan share.  Ensco shareholders will own approximately 60.5% of the combined company, while Rowan shareholders will own approximately 39.5%.  Based on our last closing prices, this represents a combined enterprise value of $12 billion.
 
After closing, the new company will have an 11-member Board of Directors, with 6 members coming from Ensco’s current board and 5 members from Rowan’s current board.  Carl will serve as Executive Chairman, I will be President and CEO, and we will both serve as directors of the combined company.  Jon Baksht will assume the CFO role, and we announce the other members of an executive management team at a later date.
 
The combined company will be domiciled in the UK, as both companies are now.  Closing is subject to shareholder votes and other customary conditions, including regulatory and court approvals.  We expect to close some time during the first half of 2019.
 
There are no financing conditions for this transaction.  Additionally, the Saudi Aramco partner to the ARO Drilling joint venture has consented to the combination between Rowan and Ensco.  Finally, based on identified synergies, and an expected closing in the first half of 2019, we anticipate this transaction will be accretive to cash flow per share for the combined company in 2020, the first full year post closing.
 
On Slide 6, we highlight the strategic rationale of this transaction.  Both Ensco and Rowan are already world-class offshore drilling contractors, and our combination brings together the best of both organizations.  We share a similar dedication to delivering new technologies and innovative solutions aimed at enhancing our performance to customers at the well site.  As a larger organization with a broader asset mix, customers will benefit from our ability to deploy these new technologies at greater scale.
 
The combined fleet is extremely well-positioned to benefit from the improvement in the offshore drilling demand, with some of the most desirable assets in our industry.  We will go into greater detail on our fleet composition later, but the pro forma fleet will have a significant deep water operations, with many of the highest specification drill ships in the world.  Our jack-up fleet will have a strong presence in ultra-harsh and harsh environment regions, while our groundbreaking partnership, ARO Drilling, provides a significant advantage through our ongoing relationship with Saudi Aramco, the largest jack-up customer in the world, and provides a unique visible growth opportunity over the next decade.
 
Finally, we will benefit from a solid balance sheet.  Pro forma liquidity for the combined company is approximately $3.9 billion, which includes $1.9 billion of cash and short-term investments.  We have combined revenue backlog of $2.7 billion, excluding the backlog in ARO Drilling, which is not consolidated in our financial results.  The combination is estimated to yield $150 million of annual run-
 
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rate expense synergies, with more than 75% of which expected to be captured within one year of closing.  By combining Ensco and Rowan, we firmly believe that we are creating a best-in-class operator in our industry.
 
To this end, you can see the combined company’s geographic reach and asset diversity on Slide 8.  We will be the most geographically diverse offshore driller, across water depths, with current operations in almost every major deep and shallow-water basin around the world.
 
Each company will gain greater geographic and operational exposure from the combination.  Ensco’s shareholders will gain exposure to the ARO Drilling joint venture in Saudi Arabia, and the ultra-harsh environment jack-ups, along with a presence in Norway.  Rowan shareholders will benefit from a scale of Ensco’s deep-water operations, access to Ensco’s strong relationships with the large deep-water customers and wider geographic footprint, which include the presence in Brazil, West Africa, Southeast Asia, and Australia, as well as a versatile semisubmersible fleet.
 
Slide 9 shows the breadth of customer coverage between our two companies.  Our customers include most of the leading national and international oil companies, plus many top independent E&Ps.  Another compelling point is our track record of highly satisfied customers, shown on Slide 10.  Combined, the two companies had won 14 of the 18 categories in the most recent independent survey on customer satisfaction, including Total Satisfaction; HSE; and Performance & Reliability, as well as receiving top recognition in key geographic regions, such as Middle East, and North Africa, and the North Sea.
 
Our companies are completely aligned when it comes to our core values of safety and operational excellence, as well as training and employee developments.  Both companies have strong track records of safety performance, and our management systems are committed to an injury-free workplace.  Ensco and Rowan have both invested a great deal in training programs and operating systems and have implemented robust quality control and audit programs to ensure that our safety management systems exceed our customers’ expectations.  Further, we believe that our commitment to employee training and development translates into operational effectiveness.
 
On the right side of the page, you’ll see our consistent operational results.  Both Ensco and Rowan have achieved nearly 100% operational effectiveness for the past two-and-a-half years, and we have a shared focus on optimizing customers’ offshore programs through well planning, drilling performance, and performance-based contracts.
 
Both companies are absolutely committed to investing in new technologies, and continuously seeking ways to enhance safety and operational performance, lower our overall cost to operate, and deliver greater value to our customers.  Slide 11 shows a few examples of the new systems and technologies that are delivering on this commitment.  As a larger company with greater customer reach, we will be better positioned to collaborate with clients to provide solutions to their most challenging drilling needs.  By pooling our resources and technical knowledge, we can develop new technologies more economically and efficiently deploy those technologies across a broader base of assets.
 
Now, let me turn the call over to Carl to discuss the combined fleet and balance sheet strength of the new company.
 
Carl Trowell
 
Thank you, Tom.  You can see from Tom’s comments, why, at Ensco, we are also excited about this transaction, as the industrial logic of this combination is extremely compelling.  In addition to the broader scope that Tom just mentioned, the combined company will have one of the world’s most
 
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diversified and modern fleet of offshore rigs, which I will talk about in a bit.
 
Let’s start with Slide 13.  The combination creates a truly impressive offshore driller, in terms of overall rig quality and global reach. The combined company’s rig fleet will be composed of 28 floaters and 54 jack-ups.  This includes the second largest fleet of high specification 7th generation drill ships in the industry.  In addition, the combined company will have a strong shallow water rig fleet, with 38 ultra-harsh environment or modern jack-ups.
 
The combined company’s fleet will be among the most technologically advanced in the industry, and capable of providing a wide range of drilling services to clients around the world.  Customers will benefit from the new entity’s broader reach and expanded asset base.  Customer demand is strongest for the highest specification ultra-deep water drill ships and harsh environment jack-ups, and the combined company will be ideally positioned to meet increasing levels of customer demand for these caliber of rigs.
 
Now, on Slide 14, we take a deeper dive into our most technological capable drill ships. Within our fleet of 28 floating rigs are 11 of the highest specification, ultra deep water drill ships, capable of operating in at least 10,000 feet of water, with 2.5 million pound hook load capacities and dual blowout preventers.  Year-to-date, utilization rates for these high-spec drill ships have improved considerably, from the low 60s, to approximately 80%, and we expect further tightening into 2019.  Our exposure in these highest specification drill ships offers significant re-contracting upside, with eight of our rigs available during the second half of 2019.
 
Slide 15 provides a closer look at the high-specification jack-up segment and shows our strong position in the harsh environment.  Among the combined company’s jack-up fleet are seven ultra-harsh environment units, with another nine modern harsh-environment rigs.  These are equipped with many of the advanced features required by clients seeking to drill in challenging climates or rough sea states, including increased leg length, expanded cantilever reach, and greater hoisting capacity.  These jack-ups have historically experienced high-utilization levels throughout the industry cycles, and in the current cycle, this asset class has been a leader in the recovery in the broader jack-up segment.  Again, we believe the combined company will be in a strong position to meet increasing customer demand for these assets, with ten of our ultra-harsh and modern-harsh environment jack-ups available in the first half of 2019.
 
One of the unique opportunities that the combined company will have is the visible growth potential provided by ARO Drilling, the 50/50 joint venture with Saudi Aramco.  As Ensco reviewed ARO Drilling and the economics to the JV partners, we came to better understand the compelling value that can be created by this partnership over the next decade and beyond, along with a greater appreciation of how well the JV positions the combined company with Saudi Aramco, the largest jack-up customer in the world.
 
Turning to Slide 16, I want to provide an overview of ARO Drilling for those stakeholders that are not as familiar with it.  At a high level, ARO Drilling was formed to directly contract and operate offshore rigs working for Saudi Aramco.  There are three main groupings of rigs, contributed rigs, leased rigs, and new builds.
 
First, let’s talk about contributed rigs.  When the JV was announced, Rowan and Saudi Aramco agreed to contribute, or effectively sell, seven existing rigs from their fleets to ARO Drilling.  The first five rigs were contributed in late 2017, when the JV officially commenced operations.  Three of those rigs came from Rowan and the other two from Saudi Aramco.  ARO Drilling is in the process of acquiring the final two rigs from Rowan, bringing the JV’s wholly-owned rig fleet to seven.  All of these rigs are under
 
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attractive, long-term contracts with Saudi Aramco, and we expect Saudi Aramco to use these rigs for the remainder of their useful lives.  Rowan has collected cash covering a portion of the rig sale, with the remainder of the consideration paid by ARO Drilling in the form of shareholder notes owed to Rowan.  Upon completing the in-process sale of the two rigs to ARO, Rowan will hold shareholder notes totaling approximately $445 million, which earn interest, and a tax efficient means to distribute excess cash from ARO Drilling back to the JV partners.  While the notes mature in nine to ten years, it is quite possible that an acceleration of the principal repayment can be achieved under the right circumstances.
 
The second category to discuss are leased rigs.  These are rigs that have not been contributed to ARO Drilling, that work for Saudi Aramco, and are leased into ARO Drilling, who then directly operates the rigs and contracts them to Saudi Aramco.  Currently, there are nine rigs owned by Rowan that will be leased to ARO by the end of this year.  To be clear, rigs leased by ARO Drilling are owned by Rowan, and after completion of our transaction, will be owned by the combined company.
 
Lease payments from ARO Drilling are based on a mechanism that provides a high percentage of the rig margin back to us, the rig owner.  Based on the nine rigs to be leased into ARO, we estimate the pro forma EBITDA contribution to the combined company from these leases will range from $85 million to $95 million per year for the next two years.  While the leased rigs are in a great position to have their contracts extended by Aramco, as the rig owner, the combined company will have the freedom to seek work outside of Saudi Arabia after completing their initial terms.
 
The final category of rigs are newbuilds.  These rigs are part of a groundbreaking program that will see the construction of 20 newbuilds, with the expectation that two rigs are delivered each year onto compelling long-term contracts, through the end of the next decade.  The first two rigs are expected to be ordered by the end of this year, with delivery expected in 2021.
 
Each newbuild is supported by an initial eight-year contract that sets the day rate to provide an attractive fixed return relative to the total investment cost.  A key feature of the newbuild program is that if the investment cost changes, the day rate paid by Saudi Aramco will adjust to maintain a fixed rate of return.  Another notable feature is that each rig will achieve full EBITDA payback well within the initial eight-year contract term.
 
After the initial eight-year contract, Saudi Aramco will contract the rig for another eight years, where pricing is based on a discounted market index, but protected on the downside via a minimum profit mechanism. So, in total, each newbuild will have 16 years of committed term from Saudi Aramco.  Thereafter, Saudi Aramco is obligated to use the rig, so long as it technically qualifies with Saudi Aramco’s tender requirements.
 
This newbuild program will generate substantial value for our shareholders and creates a visible path of growth in our jack-up portfolio over the next decade.  We expect the new build program will be self-funded by ARO Drilling.  Given the contract coverage on these new builds, we anticipate third-party debt financing will be used to fund the majority of the investment, with the remainder funded with cash on hand at ARO Drilling and through operating cash flows.
 
From this overview, it’s clear to see the size of the JV, particularly once the newbuild program is complete, will make ARO Drilling one of the largest jack-up rig companies in the world, having a uniquely advantaged position with a significant end-user of offshore rigs.  For Ensco’s nine rigs that are currently contracted to Saudi Aramco, upon closing of this transaction, these rigs will continue to operate separately from ARO Drilling.
 
Moving now to the combined company’s financial position on Slide 18. The new company has solid pro
 
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forma liquidity of $3.9 billion, including $1.9 billion of cash and short-term investments.  Debt maturities over the next five years for the combined company are quite manageable, at just over $1 billion through 2023.  We believe that the new entity’s credit profile will benefit from increased scale, and significantly enhanced diversification across geographies, rig types, customers, and operational expertise.  Neither company has any secured debt in its capital structure, providing additional financial flexibility.
 
Finally, achievable synergies identified for this combination are substantial.  As illustrated on Slide 19, both Ensco and Rowan shareholders can expect meaningful value uplift through this transaction, while customers benefit from a more efficient offshore service provider.  Following a detailed review of our organizations, we have identified expense synergies of $150 million per annum on a run-rate basis.  Key drivers of synergies include corporate and operations support cost efficiencies, as well as benefits in procurement and insurance, among other rig-related cost items.  More than 75% of these synergies are expected to materialize one year after closing, and as a result, we expect the transaction will be accretive to cash flow per share of the combined company in 2020, the first full year after closing.  We plan on providing periodic updates on synergy realization as part of our quarterly calls post-closing.  Synergies are a key value driver for this transaction.  The new company will be more cost efficient, which will benefit us and our customers, as we work together to enhance the competitiveness of offshore production.  Taking into account transaction and integration costs, we estimate the capitalized value of our synergies represents approximately $1 billion in present value equity uplift.  This is a compelling value driver compared to our current combined market capital, to be shared by equity holders of both companies.
 
With that, I’ll now hand back to Tom to make some closing remarks.
 
Tom Burke
 
Thanks, Carl.  As highlighted in the final slide of the presentation, we believe the combination of Ensco and Rowan creates what will be a leading offshore driller.  The new company’s operational scope, geographic reach, and customer exposure will make it well-positioned to capitalize on opportunities as the offshore sector recovers.  Our fleet will include many of the industry’s most modern, high-specification floaters and jack-ups.  ARO Drilling, our joint venture with Saudi Aramco, provides shareholders of the combined company an exceptional opportunity to create significant long-term value.  Both companies have a long track record of exceptional safety and operational excellence, well recognized by our customers.  Finally, we’ll have strong liquidity and financial flexibility, which positions us well to make opportunistic investments as the industry recovery unfolds.
 
With all of these attributes, along with the benefit of sizable synergies, it’s easy to see the overwhelming strategic rationale for this transaction, and why our respective boards, Carl and I, are so excited for the companies to come together to create a stronger organization that will represent the future of offshore drilling.  Together, we believe we will create significant value for our many stakeholders in the years to come.
 
I’ll now turn the call back over to Nick for questions.
 
Nick Georgas
 
Thanks, Tom.  In order to keep the call to an hour, we ask that you please limit your questions to one per caller.  You are free to re-queue in the Q&A line for a follow-on question.
 
Operator, at this time, you may open the line for questions.
 
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QUESTIONS AND ANSWERS
 
Operator
 
Thank you.  To ask a question, you may press star then 1 on your touchtone phone.  If you are using a speakerphone, please pick up your handset before pressing the keys.  To withdraw your question, please press star then 2.
 
The first question today comes from James West with Evercore ISI. Mr. West, please go ahead.
 
James West
 
Good morning, guys, and congratulations on the transaction.
 
Carl Trowell
 
Good morning, James.
 
Tom Burke
 
Thanks, James.
 
James West
 
Tom, I know you were at Saudi recently and this deal was likely discussed.  Does this change any of the dynamics with ARO Drilling, which is, as you know, and I’ve told you, I think it’s a multibillion dollar value creation event for Rowan and now for the combined company, but are there potential options to move some of the Ensco rigs now into the JV?
 
Tom Burke
 
James, thanks for the question.  First of all, the structure of ARO Drilling, the overall structure won’t change at all, and as noted in the press release and the presentation and in the comments, Saudi Aramco is supportive, highly supportive of this transaction.  Saudi Aramco has a very high opinion of Rowan and Ensco.  They consider us as two very important vendors, and they’re supportive of the transaction.
 
As Carl mentioned in his comments just now, the Ensco rigs operating in Saudi Arabia, and will continue to operate separately from ARO, and they’ll do so through their current contracts and additional contracts.  Ultimately, they may be merged into ARO Drilling, but it’s not for the foreseeable future.
 
James West
 
Okay, got it.  Thanks, guys, congrats.
 
Tom Burke
 
Thanks, James.
 
Operator
 
The next question comes from Jud Bailey with Wells Fargo.  Mr. Bailey, please go ahead.
 
Jud Bailey
 
Yes, thanks, good morning.  First question is on the synergies, it’s one of the things that kind of jumped out at us, $150 million.  I know you guys have talked about it, but kind of give us a sense of level of confidence in hitting the numbers and a little more color on where you’re going to get that level of synergy so quickly, if you don’t mind.
 
Carl Trowell
 
Jud, good morning.  Actually, we feel very confident about that figure, and we feel even more confident
 
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about it on the back of what we’ve achieved with the Atwood synergies, which actually went to the— if you tracked that, was higher than we initially anticipated.  We’ve learned a lot through that process, which we’ve been discussing over the past few weeks as we’ve been getting ready for this transaction.  And I think the interesting bit is that we’ve done this top down, we’ve done it bottom up, we’ve done it independently by Rowan, we’ve done it independently by Ensco, we benchmarked it against what we achieved through Atwood and through Pride.  And so, I think that we feel very confident about the target that we have there.  And if you look how quickly we drove synergies through the Atwood acquisition, I think that gives us confidence about the timeline.
 
Now, this is a merger, so there will be some difference in that.  We’ll be looking at how we combine the processes, and we will be looking for a combined management team and support structure from this.  But we do have quite a significant amount of overlap in our shore-based support for the rigs, our geographic spread, and how we run some of our systems.  And things like bases and things, we’ve actually got multiple duplications in support bases.  So, I think that we don’t see this as a highly aggressive or unachievable target at all, in fact, we feel very strongly about achieving it.
 
Jud Bailey
 
Okay, thanks.
 
Jon Baksht
 
Jud, I’ll just on just a little bit just to give you a bit of color on where those synergies are going to come from.  If you look at both ourselves—sorry, this is Jon Baksht—so for Ensco and Rowan’s standpoint, each of us run today just under $100 million of G&A.  So, if you look at the synergy target we’re providing, about half of the synergies we’re expecting to run through that G&A line.  And then, as a reminder, our shore-based operations and field-based support runs through CD&E, and so the remainder of that 150 is going to run through that line item.  So, you’re going to see it show up as a split between G&A and then contract drilling expense.  And then we’ll continue to provide updates on the synergy realization to post-close.
 
Carl Trowell
 
I’ll just benchmark it, we have $85 million of synergies from Atwood, which was a much smaller combination.
 
Jud Bailey
 
Yes, appreciate that.  My follow-up is for Tom.  Tom, with the jack-up market improving, the drillship market improving as well, I’m a little surprised there’s no cash component or premium on the deal.  Can you kind of give us your thoughts on how you’re thinking about—you kind of walked through the rationale for the deal, but I’m still a bit surprised that there’s no premium involved.  Can you kind of walk us through Rowan’s thought process on the share of the price, please?
 
Tom Burke
 
Absolutely, Jud.  We looked at the industrial logic, and we thought long and hard about it, and when the proxy comes out, you’ll see there was a lot of back and to and fro.  But, ultimately, what we determined is that we would merge the two companies, I mean, this is a merger, and we believe we can create considerable value through the synergies that Carl and Jon have just talked about.  So, we thought that when we looked at this combination and we looked at alternatives and we looked for that to standalone, this was much more compelling for our shareholders.
 
Jud Bailey
 
I don’t know if I can squeeze one more in, but is there a breakup fee of any type with the deal?
 
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Carl Trowell
 
Yes, there is, but since we’re both UK plc companies, that’s capped by, kind of lower in the UK at about 1%.  You’ll see that it’s low by comparison to what you might see in other companies, but that’s due to our nature of being UK companies.
 
Jud Bailey
 
Okay, thank you, I’ll turn it back.
 
Operator
 
The next question comes from James Wicklund with Credit Suisse.  Please go ahead.
 
James Wicklund
 
Good morning, guys, congratulations.  I agree, the industrial logic is immutable, that’s a great job.  My question, people and culture, can you both make a comment about the company’s relative cultures and histories.   They’re very different companies by history, by the equipment they operate, the point you guys make in terms of marketing.  How do you expect the two to mesh and what are the challenges there?
 
Tom Burke
 
Thanks, James.  We do have different histories, but we’ve obviously spent quite a bit of time with each other, and we’ve operated around and competed with Ensco for quite some time, obviously.  We do have similar cultures, but more importantly, we have shared values around what’s important to both companies.  So, we don’t undertake the combination of the two companies lightly, but we believe we’re aligned, as far as direction, and what’s important to both companies.
 
Carl Trowell
 
I’ll add a little bit more.  I think we’re far less different than you maybe make it sound on the phone.  Both companies have got a very strong view around operational excellence, both really believe in having the best assets and providing the best service.  We’ve gone about it in slightly different ways over the past few decades, but at the high level, we don’t see it differently.  And I think, over time, the two companies have become more similar.  Rowan has moved into the drillship market, Ensco’s started to build more higher-end and harsh-environment jack-ups, and we’ve actually been converging over the last few years.
 
And so, I’ll make two additional points on that.  The next is that we also fully intend to generate, out of this, a newer type of company, and it is a merger, as Tom outlined earlier on.  We don’t see it as just taking one company and forcing that on the other.  We are going to get the best out of the both sides going forward.  And I think the fleet structure that comes out of that, and the geographic spread, is going to carry the company forward.
 
But I’m going to draw attention to one thing, because I think where we do strongly see that we’re aligned, and actually where Tom and I have been really keen to try and make this happen, is that both of us have been exploring this route of trying to break out from the old mode of drilling contracting, and looking at bringing more technology and R&D into the business, and looking at different commercial ways to deliver to plans.  And that is often difficult when you’re a smaller entity.  And one of the things we really like is that this company is going to provide a real platform to explore more R&D, and a different commercial approach.  And so, I think we’re going to, through this entity, start building a new culture.
 
James Wicklund
 
Okay, that’s more than I would’ve expected, and I think that’s going to be an excellent combination.  My
 
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follow-up, if I could, you had mentioned that half of the $150 million in synergy savings would be at the field ops level.  The beautiful thing about a merger, like you’re doing, merger of equals, and many people, other companies listening, you need to do these, too.  But it’s not the ego of an acquisition, but that makes it difficult from a people perspective.  How much of the $75 million or so from the field level is going to be severance, and can you give us an idea of what’s your headcount and what’s the type labor market now?  What’s your headcount likely to do over the course of the first year?
 
Tom Burke
 
I think, James, we’ll detail some more information in the proxy, but that’s kind of a detailed question that we’ll get into more over the next few weeks.
 
Carl Trowell
 
And, also, you have to remember that we have to now also talk to our own companies and our own employees, and we’d like to do that first before we lay a lot of stuff out to the market.
 
James Wicklund
 
Understand, gentlemen, thank you very much.  Great deal, congratulations.
 
Carl Trowell
 
Thank you.
 
Operator
 
The next question comes from Sean Meakim with JP Morgan.
 
Sean Meakim
 
Thanks, good morning.  I think, from the Ensco perspective, this seems very consistent with the strategy that you’ve had through the downturn, but for Rowan, maybe the potential paths were a bit more varied, in terms of how things could shake out.  So, Tom, I think it would be great to hear your perspective just on the timing of the transaction, and ultimately, how much do you think scaling and deep water really helped drive some of your thinking on this transaction?
 
Tom Burke
 
Sure, absolutely.  Well, if you think about Rowan’s size, to start with, we are outside of the ARO Drilling company, we are operating 14 rigs at this point, with ARO having 17.  So, Rowan is still a sizable drilling contractor, but the reality is that outside of ARO our presence is smaller.  I do think, on the deep water particularly, having an operational scale is important, just because you need to have some—there’s a lot you need to run deep water.  We’re very happy with our deep water operations to date, but we do see a trend of customers aligning with deep water drillers.  And so, the combination with Ensco does bring us some excellent customer relationships, and just allows us to position Rowan better for the future.
 
Does that help, Sean?
 
Sean Meakim
 
Very helpful, yes.  I appreciate it, thanks.
 
Operator
 
The next question comes from Ian Macpherson with Simmons.  Please go ahead.
 
Ian Macpherson
 
Congratulations, everybody, well done.  I had a question on synergies beyond what you’ve stated, you
 
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have two premium fleets here.  You also have, I think, pretty disparate rig designs across both the jack-up and the drillship side.  And given that one of the buckets of value that your industry is capturing more lately now is efficiencies in savings in the way that you do preventative maintenance and that sort of thing, what are the opportunities and the challenges that you face there with two different looking fleets for both drillships and jack-ups?
 
And then, specifically, for maintenance capex, 1+1 will equal what for this company?
 
Carl Trowell
 
I’ll take that initially, and then maybe Tom can add something if he wants to.  So, actually, on the synergies, so I’ll just hit the nail on the head again, which is that the figure we’ve put out there we feel is very achievable.  We do think that there is further upside, once we have got the two rig fleets fully integrated, especially around purchasing and maintenance and stores and shared virtual inventory across the whole globe, which we haven’t actually built in all of that into low synergy targets.  And, partially, it’s because the superficial comment that you put out that there are different fleets or different rig types doesn’t actually hold now with modern technology, in the sense that, actually although we may have different actual rigs, the sort of marine side designs around the type of rig, the actual drilling equipment, the pumping equipment, the electrical equipment, there’s a lot of overlap there.  And so, actually, the things that require most of the maintenance, there’s actually a lot more overlap between the two fleets than you think.
 
But the second point is that, as you’re aware, we very much talked about our EAM system, which is the Ensco Asset Management system, and Rowan has something similar.  But now because we’ve gone and fully digitized all of the equipment offshore, and we’ve built a centralized IT driven maintenance system, you don’t need to rely as heavily on having a standardized fleet structure in the same way.  Because what’s driven a lot of our maintenance improvement and the cost of supplies maintenance over the last few years, certainly from our side, has been that digital system, not just a unified source of equipment.
 
And so, actually, we see that a significant [indiscernible] has been a negative.  We actually see the significant upside of plugging the two combined fleets into the same global maintenance and supply chain systems that we have.
 
Tom Burke
 
Yes, I’ll just add to that, Ian, that there may be an HHI drillship on one side or a Samsung drillship on the other, or a Keppel jack-up and a LeTourneau jack-up at one side and the other on, however, a lot of the equipment is similar.  There’s a lot, from the drilling equipment, to safety systems, the marine systems, a lot of it’s very similar.  It may look like there is—just adding to what Carl said, what looks like there may be where you have a Keppel rig, and you have a LeTourneau rig, the reality is a lot of the equipment is similar, because of the smaller number of suppliers that supply our both two companies.
 
Ian Macpherson
 
Understood, thank you both.
 
Operator
 
The next question comes from Kurt Hallead with RBC.  Please go ahead.
 
Kurt Hallead
 
Good morning, congratulations.  The question I had here was, I was wondering if you could give us some insights on how you drive the $1 billion in the NPV.
 
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Jon Baksht
 
Sure.  We’re looking at, essentially, of a ramp to $150 million of synergies run-rate.  And as we laid out in the opening remarks, about 75% of that will be recognized over the first year, and then we expect to get to the full amount by the following year.  And then if you net out the transaction costs and just present value that back, the cash flows, the incremental cash flows combined, so that’s $150 million, minus the transaction costs, it does PV back to $1 billion.
 
Kurt Hallead
 
And that would be recognized over that first two years of the transaction effectively?
 
Jon Baksht
 
Correct, on that ramp that I just laid out.  So, about 75% by the end of the first year, and then fully by the following year.
 
Kurt Hallead
 
Okay, great.  And I know it’s really early in the process, when you guys included the chart here on the combined asset fleets, did you net out any retirements, or can you talk about the prospect for some retirement post-close?
 
Carl Trowell
 
So, first of all, I need to point out that the two companies will continue and must continue to work as separate companies going forward, and so we will not be looking at a combined fleet strategy or discussing that necessarily until we have completed the transaction.  So, I think you need to look at what each company was individually pursuing from its fleet strategy.  I think the only thing I would add at, a broader level, is assuming we get all of the approvals when we close, then the larger fleet structure will allow for probably some more rational sensible capital allocation decisions going forward.  Some of the ages of the rigs as they get, you know, you roll forward two or three years will, I think tell you sensibly what we might do with some of the older rigs.
 
Kurt Hallead
 
Great, that’s good color, appreciate that, thank you.
 
Operator
 
The next question comes from David Anderson with Barclays.  Please go ahead.
 
David Anderson
 
Good morning, a question for Carl.  Carl, I just wondered if you could kind of maybe just step back for us and walk us through how the rationale on this deal contrasts with the Atwood acquisition announced 18 months ago.  The two fleets are obviously very different.  Atwood looked pretty clear to be an offensive approach to a deep water market as troughing.  Rowan certainly had exposure to deep water, but it’s obviously got more of a jack-up sway.  Can you just kind of walk us through kind of the two sets of deals and how they’re different in your mind? And also, perhaps, if you could put that in a context of how you see the offshore market change over those last 18 months.
 
Carl Trowell
 
Yes, the last one’s a bit open ended.  So, David, I think, again, internally, we don’t see it as differently maybe as you put it.  You have to remember that Atwood was a combined deep water, floater plus jack-up.  There were five jack-ups in that deal as well, and we liked the whole combination.  I think where it was different is certainly Atwood was an outright acquisition, and we were very much driven by two key drivers, that it was a fleet renewal strategy given how many rigs we’d got quite aggressively removed off the fleet during the beginning of the cycle, and the second was basically getting assets at, really,
 
12 

 
cents on the dollar at the trough of the market.
 
But, again, it was its strength of both our floater fleet and the jack-up fleet.  And so, we’ve not moved from that strategy of being a hybrid driller where we wanted to be present in both the shallow water and deep water segment.  The combination now with Rowan is just more of that.  The combined company will be strengthened in both segments of the market, and the fleet quality is going to step up in both segments in the market.  So, I don’t actually see it as drastically different, although, in this case, the important bit is that now this is a merger.
 
But if I can make the last point, which is that we’ve been following a sort of, in simplistic terms, a three-stage strategy through this downturn.  Stage one was make sure that we didn’t go into any existential threat, and to make sure that the costs were reduced.  We rationalized the company, we sorted out the balance sheet, and we got through the survival mode.  Once we’d done that, the next phase was to make sure that we didn’t emerge from the downturn diminished and having taken some very difficult decisions about removing rigs, Atwood was very much aimed at replacing that.  Not necessarily moving as a huge step forward, but basically offsetting what we had taken out.  Now, this is the step that changes both companies and positions us, coming out of the downturn, as a fundamentally different entity.
 
And that’s the third step that we always hoped we could do if we could find the right combination, and at the right time, and I think this is exactly what Tom and I feel at the moment.  At this particular turning point in the market, key juncture, where the combined fleet now makes real sense and is future proof to where we think the market is going, that’s why we wanted to do this deal.
 
David Anderson
 
It’s a great explanation, thank you.
 
Operator
 
The next question comes from Eirik Rohmesmo with Clarksons.  Please go ahead.
 
Eirik Rohmesmo
 
Good morning.  Can you say anything about the leverage strategy going forward?  I mean, the way I see it, Ensco has a bit higher leverage, while Rowan is a bit on the lower side.  Can you say anything about this?
 
Jon Baksht
 
As we laid out in the opening, we do have a very strong balance sheet going forward, with $3.9 billion of liquidity day one, $1.9 billion of cash, and then $2 billion undrawn revolver, with just over $1 billion maturities between now and 2024.  I think we have a lot of flexibility in terms of what other things that we might look at in terms of the balance sheet management.  But, frankly, we’re in a very good position, and we’ll have a lot of flexibility.  By the time that this transaction closes, I think, at that point, would be the appropriate time to meet as a combined company, have a new combined board, and talk about what the right leverage level would be.  I think it’s a bit premature to lay out a balance sheet approach at this time.  Just suffice to say that the combined company gives us much greater access to capital, and we’re in a very strong financial position, so we will have flexibility.
 
Carl Trowell
 
I think the other thing I would just add to that, Eirik, is if you look at what we have done, both companies, but certainly talking on the Ensco behalf.  If you look, we’ve never just sat still with a balance sheet in just a steady state.  We’ve looked as we’d gone through the cycle, and we will continue as we start to come out of it, to make sure that we’re constantly optimizing the balance sheet,
 
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that we’ve been opportunistic when we see the right opportunities to improve it.  You shouldn’t assume that we will we just sit here and do nothing over the next three or four years.
 
Tom Burke
 
Yes, absolutely, I think the fact that we’ve been opportunistic on changing and improving our balance sheet, I think both companies have through this downturn and we’ll continue to look at it.
 
Carl Trowell
 
Yes, and the other bit, we called it out in the pre-prepared comments, but I think what we also like about this combination is that the bigger company, the bigger fleet structure, and the more diversified the business, the greater flexibility we have around accessing the capital markets and doing more financing.  And as we also drew attention to neither company has got any secured debt in its structure, and that just gives you another lever you could pull should you wish to, without ever indicating that’s what we would do, it’s just greater flexibility.  So, the combination here, I think provides us more flexibility as we go forward.
 
Eirik Rohmesmo
 
Well, that makes sense, thank you.  Also, just a follow-up, I don’t know if you could say anything about this around the process, but was there any other competing bids for Rowan at this stage?
 
Tom Burke
 
I think, basically, we’ll publish the proxy sometime in the near future, so I think, probably, that’s best to read it through that.
 
Eirik Rohmesmo
 
Okay, thank you.
 
Operator
 
Next question comes from Sasha Sanwal with UBS.  Please go ahead.
 
Sasha Sanwal
 
Good morning, Carl and Tom, let me add my congratulations on the deal as well.  Maybe as the offshore market recovers, we believe scale is increasingly a differentiator for, on not just an op ex basis, but also for contracting and marketing departments, and we’re starting to see some small differences between the offshore drillers and contracting strategies.  So, for instance, during the downturn, Rowan chose to warm stack most of the drillships, and has maybe been more aggressive about trying to put those rigs back to work.  So, without maybe commenting specifically on strategy, could you kind of talk at high level about how you think about potential reactivations for the combined company, and then, specifically, just after the acquisition, just maybe the strength of the marketing department there.
 
Tom Burke
 
That’s a good question.  I think, at this point, what’s probably best to say is that both companies will continue to operate separately, and whether they have similar or different strategies between now and the transaction close, which is expected to be in the first half of next year.  We will continue to operate completely separately.  Now, the combined pro forma company, the combined company we know we’ll obviously assess what the market looks like at that time, and act accordingly.
 
Carl Trowell
 
Yes, I think that’s correct, we must and will continue as two separate entities.  The market is moving very fast at the moment, and therefore, I think the marketing strategy that both companies have been pursuing over the last six months has been evolving quite quickly, and it will evolve over the next six
 
14 

 
months.  So, I think that once the deal then closes, we’ll have to look at a strategy at that point that’s fit for the market.  What I would bring this around to, though, is to say that we do feel that the timing is right.  The market is changing, we are seeing increasing customer demand.  We’re seeing utilization beginning to come up, particularly within the asset classes that the pro forma company is going to be very strong in.  And so, we think that we’re really well-positioned to provide what our clients need.  And I think the combined company is going to be good for companies that are working globally and are looking to now begin to increase activity.
 
And I think that the combination is, if we can close this out now, H1, as we think, that we’ll be really well-positioned, what looks like a key inflection point in the market.  Because what we did get asked earlier on, which we didn’t address, could we make any comments on the general market.  And I think we would just reemphasize what we’ve each said in our last earnings call, which is that we see month after month now an improving backdrop in the market.  We see new tenders and inquiries coming.  We see a very different approach from our customers, and a different outlook as we begin to go through the next few years.
 
Now, a lot of those tenders are for starts in 2019.  We are seeing increasing numbers of tenders coming in for starts in 2020 and 2021, and we’re starting to see a broad pickup in nearly all geographies in all market segments.  The timing of this deal, I think, fits very well against that backdrop.  I hope that helps.
 
Operator
 
The next question comes from Lukas Daul with ABG.  Please go ahead.
 
Lukas Daul
 
Thank you, and good afternoon, gentlemen, and welcome to Norway, Ensco.  I was wondering when agreeing on the terms of the merger and the exchange ratio, what value have you assigned to the ARO JV?
 
Tom Burke
 
Is that a question for Ensco or Rowan or—
 
Carl Trowell
 
Maybe I’ll say this, I think the key bit is that what we agreed was a merger at-market, and you’ll see that the exchange ratio reflects that position, as we closed on Friday, which is within the 30-day VWAP average.  So, I think it’s absolutely down the fairway for an at-market deal.
 
Jon Baksht
 
And, Lukas, I would add that when we file the merger proxy, which will be quite soon, there’ll be some disclosure around allocation of value and what we saw projections.  And just suffice to say that we agree with the—as we laid out in the prepared remarks, as we were doing our diligence and got to know the ARO JV better, we did see significant value in the JV, and we allocated that value as we did our financial analysis.
 
Tom Burke
 
I think on the Rowan side, we’d done a lot of disclosure on the ARO Drilling JV since we announced it two years ago.  We did a lot of disclosure from filing the shareholder’s agreement, to putting in a summary of all the terms, to explaining all the economic conditions.  So, we’d done a lot of disclosure there.  When we think about the value of the two companies, we value at different ways, we feel like the values of the companies are very close, and I think we’ve seen that in some of the research reports that have come out.
 
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Lukas Daul
 
So, you basically consider it a NAV for NAV deal in a way?
 
Stephen Butz
 
I would just add, and chime on to something Carl said, that both are highly liquid stocks.  There’s a lot of information about both companies in the public domain, so an at-market deal and a merger shouldn’t be a surprise to anyone.  But, of course, we also each had to take an own independent view of our companies on a standalone basis, and what the shareholder—how we value those companies, and how we value each of our shareholder’s proportional ownership in the new company.  And speaking for Rowan, I can say that when we did do that analysis, and you’ll see a summary of that in the proxy statement, that it showed substantial uplift for Rowan’s shareholders.
 
Lukas Daul
 
Okay, thank you very much.
 
Carl Trowell
 
Thank you.
 
Operator
 
The next question comes from Edward Muztafago with Societe Generale.  Please go ahead.
 
Edward Muztafago
 
Hi, guys.  I was just wondering if you could talk a little bit, I think when we look from the outside in, it’s kind of always seemed that Ensco had maybe a little bit more aggressive bidding strategy towards assets, and Rowan’s been a bit more conservative.  As you guys have kind of come together here, can you talk at all as to how you might be thinking about further acquisitions post the combined company?  Clearly, you’re going to have a pretty good liquidity position, and we’d assume that you’d be one of the guys that’d be most likely to pull the trigger on something.
 
Carl Trowell
 
Good morning, Edward.  If I’m laughing, it’s because both Tom and I kind of looked at each other and put our heads almost down on the desk with a discussion about further acquisitions, given what we just announced.  Let’s go back to your first question.  I think, certainly, from sitting on this side of the desk, the idea that Rowan has not been aggressively bidding on stuff is something that makes me smile, because we’ve definitely been going head to head on a lot of things.  I don’t think that the way you described it is actually completely correct, because you have to remember that, from an Ensco perspective, we stacked out quite a few rigs early on with the decision of not marketing them.  And then we agreed that we would have a marketed fleet that we would try and keep active through the downturn.  And so, our strategy was very much based on that, and I don’t think that’s actually fundamentally different from something than what Rowan’s done and other companies in this space.
 
Now, I think as the markets began to unfold a little bit over the last six months, where there’s been some slight differences in what we may each have done, but I don’t think there’s such a marked difference as you might imagine.
 
Tom?
 
Tom Burke
 
Yes, absolutely, I don’t think, as far as our posture, as far as the operating and our marketing.  So, I don’t feel like there’s a marked difference.  Certainly, both companies will continue to operate
 
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separately until we’re closed, and then we’ll evaluate where we stand and what the market looks like in the first half of 2019.
 
Carl Trowell
 
And I’ll just cycle back on your comment on further acquisitions.  We feel that this is a major move forward if we can combine these two companies, and the asset fleet of the combined company is going to be incredibly well-placed, if not uniquely placed around the world.  And I think it’s premature to even start thinking about what you might do on the back of this.
 
Edward Muztafago
 
Fair enough, and I think, certainly, that the comments around how you think about things support the idea that this is a bit more of a merger of equals than people may have thought initially.
 
CONCLUSION
 
Nick Georgas
 
All right, great.  Well, thank you, operator, and thank you to all of you who are on the call.  We’re at the bottom of the hour, and so, thank you again for your interest in Ensco and Rowan, and the combination between the two companies.  Have a terrific rest of your day.
 
Operator
 
This conference is now concluded.  Thank you for attending today’s presentation.  You may now disconnect.
 
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Exhibit 99.  4

 

TO:	All Ensco Employees	
 	 	
FROM:	Carl Trowell — CEO and President	
 	 	
DATE:	8 October 2018	
 	 	
SUBJECT:	Ensco and Rowan to Combine	
 
Today, we announced Ensco’s plans to combine with Rowan, an exciting development for both of our companies. The transaction will bring together two best-in-class operators with high-quality rig fleets that are well positioned to meet customer demand for the most challenging offshore projects. We issued a joint press release this morning with details of the announcement and posted an Employee Frequently Asked Questions (FAQ) document on PayZone for your review.
 
Why the combination makes sense
 
The combination of Ensco and Rowan will make us an industry leader in offshore drilling services across all water depths and in strategic geographic locations, significantly enhancing our ability to meet increasing customer demand for the most technically-capable assets. Furthermore, both companies are entering this combination from a position of strength.
 
This combination will:
 
·                   maintain our balanced exposure to deep- and shallow-water opportunities,
·                   enhance our position in the highest-specification ultra-deepwater drillship segment,
·                   create a leading modern harsh environment jack-up fleet,
·                   increase our presence in the Middle East through a groundbreaking partnership with the largest customer of jack-ups in the world, and
·                   provide access to opportunities offshore Norway.
 
Rowan’s fleet includes four of the highest-specification drillships in the world, ten ultra-harsh or modern harsh environment jack-ups and another six modern benign-water jack-ups.
 
The combined company will be an industry-leading offshore driller in terms of fleet size, geographic presence and customer base, with 82 rigs spanning six continents and collectively serving more than 35 customers including national oil companies as well as major and independent exploration and production companies.
 
The complementary nature of the combination will strengthen our presence in key shallow-water regions.  Importantly, Ensco will gain exposure to Rowan’s ARO Drilling joint venture in Saudi Arabia and ultra-harsh environment jack-ups along with a presence in Norway, while Rowan will benefit from Ensco’s broader geographic and customer footprint, particularly in key deepwater regions such as Brazil and West Africa.
 
Ensco and Rowan share a history of safety and operational excellence, innovation and customer satisfaction with complementary cultures and values. We strongly believe that this combination will enhance our franchise, allowing us to thrive and grow as the offshore recovery gains momentum.

 
What happens next?
 
The proposed combination will be reviewed by several regulatory agencies, and is subject to the approval of Ensco and Rowan shareholders. In addition, the combination will be subject to court approval pursuant to a UK court-sanctioned scheme of arrangement. Assuming regulatory and court approvals are secured and both companies’ shareholders vote in favour of the proposal at their respective special meetings, we anticipate that the transaction will close in the first half of 2019.
 
After closing, the combined company’s global headquarters will be located in London with senior executive officers based in London and Houston. Rowan President and Chief Executive Officer Tom Burke will be Chief Executive Officer, Ensco Senior Vice President and Chief Financial Officer Jon Baksht will be Chief Financial Officer, and I will become Executive Chairman of the combined company. The remaining executive management team will be named at a later date and is expected to be comprised of executives from both Ensco and Rowan.
 
In the interim, our companies must continue to operate independently, and it will be business as usual until the close of the transaction. Unless you are specifically authorized, you should not contact employees from Rowan.
 
The majority of Ensco and Rowan employees, particularly offshore crews, will not be materially affected by the combination. As we combine our two companies following closing, however, certain offices and positions will be consolidated. While we understand that this announcement creates some uncertainty until the closing takes place, we ask that you remain focused on safety, operations and delivering high-quality service to our customers — the most important drivers of our future success.
 
Additional information regarding the combination and our transition plans will be communicated in due course. Thank you in advance for your support and cooperation.
 
Regards,

 
Carl Trowell
CEO and President

 
Forward-Looking Statements
 
Statements included in this document regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction and other statements that are not historical facts, are forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)).  Forward-looking statements include words or phrases such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and words and phrases of similar import.  These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities, rating agencies or other third parties, actions by the respective companies’ security holders, costs and difficulties related to integration of Ensco and Rowan, delays, costs and difficulties related to the transaction, market conditions, and Ensco’s financial results and performance following the completion of the transaction, satisfaction of closing conditions, ability to repay debt and timing thereof, availability and terms of any financing and other factors detailed in the risk factors section and elsewhere in Ensco’s and Rowan’s Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov.  Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.  All information in this document is as of today.  Except as required by law, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
 
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
 
In connection with the proposed transaction, Ensco and Rowan will file a joint proxy statement on Schedule 14A with the SEC.  Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan’s shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco’s ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines to conduct an acquisition of Rowan pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to Ensco’s ordinary shares that would be issued in the proposed transaction.  INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION.  A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings.  Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC’s website at www.sec.gov.  Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800.  Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.”  Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan’s website at www.rowan.com/investor-relations.
 
Participants in the Solicitation
 
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction.  Information about these persons is set forth in Ensco’s proxy statement relating to its 2018 General Meeting of Shareholders and Rowan’s proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on March 30, 2018 and April 3, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC.  Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.

 
N o Offer or Solicitation
 
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
 
Service of Process
 
Ensco and Rowan are incorporated under the laws of England and Wales.  In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States.  Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

Exhibit 99.  5

 
Ensco and Rowan to Combine
 
Employee Frequently Asked Questions (FAQ)
 
Introduction
 
We prepared this initial FAQ document to address your questions regarding the proposed combination with Rowan. As this process moves forward, we will keep you apprised of important news.
 
For employees who are also Ensco shareholders, a joint proxy statement will soon be filed with the SEC that addresses many shareholder-related questions. It will be available on our website, www.enscoplc.com.
 
What was announced?
 
Today, we announced that we have entered into a definitive agreement to combine Ensco and Rowan as one company. The boards of directors of both companies have unanimously approved this combination.
 
Details of the announcement were provided in a press release issued today. President and CEO Carl Trowell also sent a memo to employees that is posted on PayZone.
 
Why are we combining with Rowan? And why now?
 
Both Ensco and Rowan are entering the proposed combination from a position of strength and, as a combined company, we will have an even greater ability to serve our customers and grow as the offshore sector recovers. Together, our companies will create an industry-leading offshore driller built upon the foundation of shared core values including ethical behaviour, safety, operational excellence and customer satisfaction.
 
The scale, geographic and customer diversification and financial strength of the combined company will make it well-positioned to capitalize on growth opportunities as the offshore sector recovery continues gaining momentum. By combining our two companies, we will create an industry-leading offshore driller in terms of fleet size, geographic presence and customer base. Those factors, along with having one of the highest-quality fleets in the industry, will make the combined company more competitive. Customers will benefit from a wider range of sophisticated drilling solutions, a talented workforce and operations that span six continents. Financially, we will now be
 
1 

 
even stronger, with a combined enterprise value of $12.0 billion, $2.7 billion of revenue backlog, a solid balance sheet and significant liquidity.
 
When will the combination be completed?
 
The proposed combination will be reviewed by several regulatory agencies, and is subject to the approval of Ensco and Rowan shareholders, as well as other customary closing conditions. In addition, the combination will be subject to court approval pursuant to a UK court-sanctioned scheme of arrangement. If you are an Ensco shareholder, you will receive a joint proxy statement that contains detailed information regarding the voting process.
 
Assuming regulatory and court approvals are secured and both companies’ shareholders vote in favour of the proposal at their respective special meetings, we anticipate that the combination will become effective in the first half of 2019.
 
What should I do in the interim?
 
In anticipation of favourable shareholder votes, management has initiated preliminary steps to ensure a smooth transition. Employees, however, should continue to conduct business as usual, i.e. operate as two independent companies until the combination is completed. For example, you should not contact employees at Rowan unless directed by your supervisor. We will provide relevant updates where possible and practicable. In the meantime, please focus on your daily responsibilities and consult your supervisor with any questions.
 
Who will be affected?
 
While the proposed combination is transformational for both companies and will result in changes, we expect that the majority of Ensco and Rowan employees, particularly offshore crews, will not be materially affected. As we combine our two companies following the transaction’s close, however, certain offices and positions will be consolidated.
 
We recognize that the proposed transaction may create uncertainty around employees’ roles in the combined organization and we intend to keep you informed as important decisions are made. We are committed to treating all Ensco and Rowan employees fairly and with respect as we move through this process. No changes will be made to your employment status due to the planned combination until the proposed transaction has been completed.
 
2 

 
Will I have to move?
 
As we consolidate our businesses following closing, there will be certain instances where employees will be relocated, but those details won’t be finalized until the transition planning is complete.
 
Will severance packages be offered to employees who will lose their employment and employees choosing to discontinue employment with the combined company?
 
After transaction closing, enhanced severance packages will be provided to onshore employees who are not retained due to the combination. In addition, severance packages may also be provided to certain employees who decline offers to relocate internationally.
 
Relevant details of enhanced severance packages will be communicated in due course.
 
What are the plans for our large Texas-based staff and onshore operations support offices?
 
We plan to consolidate Ensco’s San Felipe and Rowan’s Post Oak office spaces after closing, but have not yet made a decision on location or timing. Additional information will be provided to employees who are affected by the consolidation as plans are finalized and decisions are made.
 
Will outplacement services be provided by Ensco to onshore employees who are notified of their loss of employment?
 
Yes. Human Resources will provide this information to impacted employees individually.
 
Who will be on the senior management team of the combined company?
 
Ensco’s President and CEO Carl Trowell will be Executive Chairman, Rowan’s President and CEO Tom Burke will be Chief Executive Officer and Ensco’s Senior Vice President and CFO Jon Baksht will serve as Chief Financial Officer of the combined company. Other senior management positions will be evaluated as part of the overall employee assessment process and these decisions will be communicated at a later date.
 
3 

 
Will systems, policies and procedures change?
 
Operating systems, policies and procedures that incorporate best practices from our two companies will be standardized across the combined company over time following a rigorous management of change process. Importantly, no changes will be made until after the transaction closes.
 
Will employee benefits change?
 
We are now entering the benefits enrollment process for next year and no changes are anticipated for 2019 as a result of the combination. As we integrate our companies after closing, individual benefit plans will be evaluated and management will select the most appropriate plans for 2020 and beyond.
 
Will the Company have a new name, brand and/or stock symbol?
 
The combined company’s name, brand and stock symbol will be determined as part of the integration planning process and we will provide updates accordingly.
 
Will the combined company be domiciled in the UK? Where will the headquarters be located?
 
After closing, the combined company will remain a UK company with its global headquarters in London and a significant office presence in Houston. Senior executives will be based in both locations.
 
Will restricted share/cash units and stock options automatically vest upon closing?
 
Restricted share/cash units and stock options will not automatically vest in connection with the transaction. With regard to Ensco employees who hold restricted shares/cash units and options who are not offered positions at the combined company, Ensco may provide that a certain portion of their restricted shares/cash units and options will vest upon termination of their employment. Such treatment of these equity awards will become effective on, and contingent upon, the closing of the transaction and will be communicated on an individual basis.
 
4 

 
Some Ensco employees are eligible for Ensco Cash Incentive Plan (ECIP) bonuses. Will these be paid in March as usual?
 
Yes, the proposed combination will not influence the pay-out of ECIP bonuses. Employees terminated as a result of the transaction will receive their pro-rated cash bonuses upon termination.
 
How will my ownership in Ensco shares change?
 
Current Ensco shareholders will retain their Ensco shares under the proposed combination.  Except as previously mentioned, vesting of restricted shares/cash units and options will not be influenced solely as a result of the transaction. Employees must continue to abide by the Securities Trading Policy and applicable laws.  Please refer to the joint proxy statement that will be filed with the SEC for additional information.
 
Will the Long-Term Incentive Plan continue?
 
For 2019 and beyond, we will evaluate long-term incentive plan alternatives for the combined company as we work through the integration process. These decisions will be communicated accordingly.
 
How will the transition impact customers?
 
There will be no changes until closing. Customers will continue to receive exceptional service as we work to complete the transaction. After the closing, we will begin to consolidate our two companies and we anticipate a smooth transition that will be seamless to our customers.
 
Going forward, the combination will give us enhanced capabilities in terms of our combined fleet, geographic presence, financial strength, and expertise, all of which should greatly benefit our customers.
 
What should I do if I receive questions from customers?
 
Senior managers will be communicating with customers regarding our announcement.  Should you receive questions from other outside parties, such as the media or analysts, please refer them to the Investor Relations Department at 713-789-1400.
 
Whom should I contact with questions?
 
Please contact your supervisor with additional questions.
 
5 

 
Forward-Looking Statements
 
Statements included in this document regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction and other statements that are not historical facts, are forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)).  Forward-looking statements include words or phrases such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and words and phrases of similar import.  These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities, rating agencies or other third parties, actions by the respective companies’ security holders, costs and difficulties related to integration of Ensco and Rowan, delays, costs and difficulties related to the transaction, market conditions, and Ensco’s financial results and performance following the completion of the transaction, satisfaction of closing conditions, ability to repay debt and timing thereof, availability and terms of any financing and other factors detailed in the risk factors section and elsewhere in Ensco’s and Rowan’s Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov.  Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.  All information in this document is as of today.  Except as required by law, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
 
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
 
In connection with the proposed transaction, Ensco and Rowan will file a joint proxy statement on Schedule 14A with the SEC.  Ensco and Rowan intend that the proposed transaction will be implemented by means of a court-sanctioned scheme of arrangement between Rowan and Rowan’s shareholders under the UK Companies Act 2006, as amended, in which case the issuance of Ensco’s ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines to conduct an acquisition of Rowan pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to Ensco’s ordinary shares that would be issued in the proposed transaction.  INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF ANY SCHEME OF ARRANGEMENT OF ROWAN, IN ACCORDANCE WITH THE REQUIREMENTS OF THE UK COMPANIES ACT 2006) AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION.  A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings.  Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC’s website at www.sec.gov .  Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800.  Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.”  Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan’s website at www.rowan.com/investor-relations .
 
Participants in the Solicitation
 
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction.  Information about these persons is set forth in Ensco’s proxy statement relating to its 2018 General Meeting of Shareholders and Rowan’s proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on March 30, 2018 and April 3, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC.  Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
 
6 

 
No Offer or Solicitation
 
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
 
Service of Process
 
Ensco and Rowan are incorporated under the laws of England and Wales.  In addition, some of their respective officers and directors reside outside the United States, and some or all of their respective assets are or may be located in jurisdictions outside the United States.  Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.
 
7 

Exhibit 99.  6

 
8 October 2018
 
RE: Ensco plc and Rowan Companies plc to Combine
 
Dear [Valued Customer]:
 
Today, we announced that Ensco and Rowan have agreed to combine to create an industry-leading offshore driller built on core foundational values of safety, operational excellence, ethical behaviour and customer satisfaction. A copy of the press release is attached for your review.
 
This is an exciting development and one that we believe will enhance our ability to serve you and your needs. The combined company’s fleet will be among the most technologically advanced in the industry, with the ability to meet a broad range of deep- and shallow-water drilling requirements around the world. Customers will benefit from a wider range of sophisticated drilling solutions, a talented workforce and operations that span six continents.
 
The transaction combines Ensco’s and Rowan’s complementary fleets, geographic footprints, and capabilities. Within the combined company’s fleet of 28 floating rigs (drillships and semisubmersibles) will be 25 ultra-deepwater drilling rigs with an average age of six years — establishing this fleet as among the youngest and most capable in the industry. The combined company’s jackup rig fleet will be composed of 54 rigs, including 22 modern benign-water units and 16 high-specification harsh environment units.
 
Geographically, the combined company will be the most diverse offshore driller with current operations spanning six continents in nearly every major deep- and shallow-water basin around the world, including the Gulf of Mexico, Brazil, West Africa, North Sea, Mediterranean, Middle East, Southeast Asia and Australia.
 
Ensco and Rowan share a dedication to safety, operational excellence, employee development, customer satisfaction and technology and innovation, and you can continue to expect the highest levels of service from the combined company. The combined company will also be a financially stronger counterparty with greater liquidity and financial flexibility to continue investing in its fleet and innovation aimed at improving drilling efficiencies.
 
We expect to obtain the required regulatory, court and shareholder approvals in order to complete the combination during the first half of 2019. Upon closing, the company will operate under the leadership of Rowan President and Chief Executive Officer Tom Burke, who will serve as CEO of the combined company, and Ensco Chief Executive Officer and President Carl Trowell, who will serve as Executive Chairman. During the intervening period between this announcement and integration, both operations teams will continue to focus on our number one priority — safe and efficient operations.  After closing, we will begin to combine our two companies and we anticipate a smooth transition that will be seamless to our customers.

 
As always, we are grateful for your business and we appreciate the opportunity to provide you with the high-quality service you have come to expect from Ensco.
 
Sincerely,
 
[Marketing/Business Unit Customer Point of Contact]

 
Forward-Looking Statements
 
Statements included in this document regarding the proposed transaction, benefits, expected synergies and other expense savings and operational and administrative efficiencies, opportunities, timing, expense and effects of the transaction, financial performance, accretion to cash flows, revenue growth, credit ratings or other attributes of Ensco plc following the completion of the transaction and other statements that are not historical facts, are forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)).  Forward-looking statements include words or phrases such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “plan,” “project,” “could,” “may,” “might,” “should,” “will” and words and phrases of similar import.  These statements involve risks and uncertainties including, but not limited to, actions by regulatory authorities, rating agencies or other third parties, actions by the respective companies’ security holders, costs and difficulties related to integration of Ensco and Rowan, delays, costs and difficulties related to the transaction, market conditions, and Ensco’s financial results and performance following the completion of the transaction, satisfaction of closing conditions, ability to repay debt and timing thereof, availability and terms of any financing and other factors detailed in the risk factors section and elsewhere in Ensco’s and Rowan’s Annual Report on Form 10-K for the year ended December 31, 2017 and their respective other filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s website at www.sec.gov .  Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected.  All information in this document is as of today.  Except as required by law, both Ensco and Rowan disclaim any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.
 
Important Additional Information Regarding the Transaction Will Be Filed With the SEC
 
In connection with the proposed transaction, Ensco and Rowan will file a joint proxy statement on Schedule 14A with the SEC.  To the extent Ensco effects the proposed transaction as a court-sanctioned scheme of arrangement between Rowan and Rowan’s shareholders under the UK Companies Act of 2006, as amended, the issuance of Ensco’s ordinary shares in the proposed transaction would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that Ensco determines to conduct an acquisition of Rowan pursuant to an offer or otherwise in a manner that is not exempt from the registration requirements of the Securities Act, it will file a registration statement with the SEC containing a prospectus with respect to Ensco’s ordinary shares that would be issued in the proposed transaction.  INVESTORS AND SECURITY HOLDERS OF ENSCO AND ROWAN ARE ADVISED TO CAREFULLY READ THE JOINT PROXY STATEMENT AND ANY REGISTRATION STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION.  A definitive joint proxy statement and any registration statement/prospectus, as applicable, will be sent to security holders of Ensco and Rowan in connection with the Ensco and Rowan shareholder meetings.  Investors and security holders may obtain a free copy of the joint proxy statement (when available), any registration statement/prospectus, and other relevant documents filed by Ensco and Rowan with the SEC from the SEC’s website at www.sec.gov.  Security holders and other interested parties will also be able to obtain, without charge, a copy of the joint proxy statement, any registration statement/prospectus, and other relevant documents (when available) by directing a request by mail or telephone to either Investor Relations, Ensco plc, 5847 San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400, or Investor Relations, Rowan Companies plc, 2800 Post Oak Boulevard, Suite 5450, Houston, Texas 77056, telephone 713-621-7800.  Copies of the documents filed by Ensco with the SEC will be available free of charge on Ensco’s website at www.enscoplc.com under the tab “Investors.”  Copies of the documents filed by Rowan with the SEC will be available free of charge on Rowan’s website at www.rowan.com/investor-relations.
 
Participants in the Solicitation
 
Ensco and Rowan and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction.  Information about these persons is set forth in Ensco’s proxy statement relating to its 2018 General Meeting of Shareholders and Rowan’s proxy statement relating to its 2018 General Meeting of Shareholders, as filed with the SEC on March 30, 2018 and April 3, 2018, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC.  Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement, any registration statement and other relevant documents regarding the transaction, which will be filed with the SEC.
 
No Offer or Solicitation
 
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of

 
applicable law.  Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
 
Service of Process
 
Ensco and Rowan are incorporated under the laws of England and Wales.  In addition, some of its officers and directors reside outside the United States, and some or all of its assets are or may be located in jurisdictions outside the United States.  Therefore, investors may have difficulty effecting service of process within the United States upon those persons or recovering against Ensco, Rowan or their respective officers or directors on judgments of United States courts, including judgments based upon the civil liability provisions of the United States federal securities laws. It may not be possible to sue Ensco, Rowan or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.