Filed by Bowne Pure Compliance







Exhibit 10.27


AMENDMENT

TO THE

NOBLE
CORPORATION

1991 STOCK OPTION AND RESTRICTED STOCK PLAN


WHEREAS, Noble
Drilling Corporation, a Delaware corporation (“Noble-Delaware”),
established the Noble Drilling Corporation 1991 Stock Option and Restricted
Stock Plan;


WHEREAS, Noble
Corporation, a Cayman Islands exempted company limited by shares
(“Noble-Cayman”), assumed such plan in connection with the
corporate restructuring of Noble-Delaware and subsequently amended such plan
(such plan, as amended through April 27, 2006, the “Plan”);


WHEREAS,
Noble-Cayman has determined that the Plan should be amended to address Internal
Revenue Code Section 409A;


WHEREAS, pursuant
to Section 15 of the Plan, the Board of Directors of Noble-Cayman may
amend the Plan at any time; and


NOW THEREFORE,
Noble-Cayman does hereby amend the Plan, effective as of the close of business
on December 31, 2008, as follows:


1. The first
sentence of Section 2(j) of the Plan is hereby amended to read as follows:


“(j)
‘Fair Market Value’ means if a Share is listed or admitted to
trading on a securities exchange registered under the Exchange Act, the Fair
Market Value per Share shall be the average of the reported high and low sales
price on the date in question (or if there was no reported sale on such date,
on the last preceding date on which any reported sale occurred) on the
principal securities exchange on which such Share is listed or admitted to
trading, or if a Share is not listed or admitted to trading on any such
exchange but is listed as a national market security on the National
Association of Securities Dealers, Inc. Automated Quotation System
(“NASDAQ”) or any similar system then in use, the Fair Market Value
per Share shall be the average of the reported high and low sales price on the
date in question (or if there was no reported sale on such date, on the last
preceding date on which any reported sale occurred) on such system, or if a
Share is not listed or admitted to trading on any such exchange and is not
listed on a national security market on NASDAQ but is quoted on NASDAQ or any
similar system then in use, the Fair Market Value per Share shall be the
average of the closing high bid and low asked quotations on such system for
such Share on the date in question.”


2. Section 6(b) of the Plan is hereby deleted in its
entirety and Section 6(c) and Section 6(d) are renumbered as Section 6(b) and
Section 6(c), respectively, and any affected references thereto are
revised accordingly.


 


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3. The new
Section 6(b) of the Plan is hereby amended in its entirety to read as follows:


“(b) Each
person shall enter into an Agreement with the Company, in such form as the
Committee may prescribe, setting forth the terms and conditions of the Option,
whereupon such person shall become a participant in the Plan. In the event a
person is granted both or one or more Incentive Options and one or more
Nonqualified Options, such grants shall be evidenced by separate Agreements,
one for each Incentive Option grant and one for each Nonqualified Option
grant.”


4. Section 8 of the Plan shall be amended in its
entirety to read as follows:


“The option
price for each Share covered by an Incentive Option or a Nonqualified Option
shall be equal to the Fair Market Value of such Share at the time such Option
is granted. Notwithstanding the preceding, if the Company or an Affiliate
agrees to substitute a new Option under the Plan for an old Option, or to
assume an old Option, by reason of a corporate merger, amalgamation,
consolidation, acquisition of property or shares, separation, reorganization,
or liquidation (any of such events being referred to herein as a
‘Corporate Transaction’), the option price of the Shares covered by
each such new Option or assumed Option may be other than the Fair Market Value
of the Shares at the time the Option is granted as determined by reference to a
formula, established at the time of the Corporate Transaction, which will give
effect to such substitution or assumption, provided, however, that in all
events the requirements of Treas. Reg. §1.424-1 (without regard to the
requirement described in §1.424-1(a)(2)) shall be satisfied. In the case
of an Incentive Option, in the event of a conflict between the terms of this
Section 8 and the above cited statute, regulations and rulings, or in the
event of an omission in this Section 8 of a provision required by said
laws, the latter shall control in all respects and are hereby incorporated
herein by reference as if set out at length.”


5. Section 15 is amended by adding the following
paragraph to the end thereof:


“Notwithstanding any provision in the Plan to the
contrary, the Plan shall not be amended or terminated in such manner that would
cause the Plan or any amounts or benefits payable hereunder to fail to comply
with the requirements of Section 409A of the Code, to the extent
applicable, and any such amendment or termination that may reasonably be
expected to result in such non-compliance shall be of no force or effect.”


6. Section 18 is amended by adding the following
paragraph to the end thereof:


“No
modification, extension or renewal authorized by this Section 18 shall be
made by the Committee in such manner that would cause or result in the Plan or
any amounts or benefits payable hereunder to fail to comply with the
requirements of Section 409A of the Code, to the extent applicable, and
any such modification, extension or renewal that may reasonably be expected to
result in such non-compliance shall be of no force or effect.”




 


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7. Section 21 is amended by adding the following new
subsection (p) thereto:


“(p)
“The Plan is intended to comply with Section 409A of the Code, and
ambiguous provisions hereof, if any, shall be construed and interpreted in a
manner that is compliant with the application of Section 409A of the Code.
Neither the Company nor the Committee shall cause or permit any payment,
benefit or consideration to be substituted for a benefit that is payable under
the Plan if such action would result in the failure of any amount that is
subject to Section 409A of the Code to comply with the applicable
requirements of Section 409A of the Code. No adjustment authorized by
Section 13 or any other section of the Plan shall be made by the Company
or the Committee in such manner that would cause or result in the Plan or any
amounts or benefits payable hereunder to fail to comply with the requirements
of Section 409A of the Code, to the extent applicable, and any such
adjustment that may reasonably be expected to result in such non-compliance
shall be of no force or effect.”


8. This
Amendment shall amend only those provisions of the Plan set forth herein, and
those sections, subsections, phrases or words not expressly amended hereby
shall remain in full force and effect.


IN WITNESS WHEREOF, the undersigned
has executed this Amendment as of the 31st day of
December 2008.


NOBLE CORPORATION


By:
     /s/ Julie J.
Robertson     

Name:
     Julie J. Robertson
     

Title:
     Executive Vice
President     




 


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