Filed by Bowne Pure Compliance





Exhibit 10.29


AMENDMENT

TO THE

NOBLE
CORPORATION

EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


WHEREAS, Noble
Drilling Corporation, a Delaware corporation (“Noble-Delaware”),
established the Noble Drilling Corporation Equity Compensation Plan for
Non-Employee Directors;


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
(the “Plan”);


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


WHEREAS, pursuant
to Section 6 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(d) of the Plan is hereby amended in its entirety to read
as follows:


“The
‘Current Market Price’ of the Ordinary Shares on any date shall be
the average of the daily closing prices of the Ordinary Shares for the 15
consecutive trading days immediately preceding the day in question.”


2. The third
sentence of Section 5(a) of the Plan is hereby amended to read as follows:


“Of this
amount, (i) $40,000 shall be in the cash component of the Annual Retainer,
payable in cash in quarterly installments of $10,000 (each such quarterly
payment being herein referred to as a ‘Quarterly Amount’), and (ii)
$10,000 shall be the equity component of the Annual Retainer, payable in
Ordinary Shares in one installment (the ‘Required Share
Amount’).”


3. The first
clause of the first sentence of Section 5(c) of the Plan is hereby amended to
read as follows:


“(c) Payment
of Quarterly Amounts. No later than 60 days following the last day of each
Plan Quarter (or, in the case of a cash payment of the Quarterly Amount, at
such earlier time as the Board of Directors may determine), the Company shall
pay to each person who served as an Outside Director during such Plan Quarter
the Quarterly Amount earned by such person for such Plan Quarter by delivering
to such person: ...”


4. Section 5(d) of the Plan is hereby amended to read
as follows:


 


1









 





“(d) Payment
of Required Share Amount. No later than 60 days following the last day of
each Plan Year, the Company shall pay to each person who served as an Outside
Director during such Plan Year the Required Share Amount earned by such person
for such Plan Year by delivering to such person for such Plan Year by
delivering to such person a number of Ordinary Shares determined by dividing
(x) the Required Share Amount earned by such person for such Plan Year by
(y) the Current Market Price of the Ordinary Shares as of the last day of
such Plan Year.”


5. Section 8(l) of the Plan shall be amended by
adding the following sentence to the end thereto:


“Expenses
shall be reimbursed no later than the last day of the year following the year
in which such expenses are incurred.”


6. Section 8 shall be amended by adding the following
subsection (n) thereto:


“(n)
Section 409A. The payments provided pursuant to the Plan are intended to
be exempt from Section 409A of the Internal Revenue Code of 1986, as
amended (‘Section 409A’) as ‘short-term
deferrals.’ Notwithstanding any other provision to the contrary, the Plan
shall not be amended in any manner that would cause (i) the Plan or any
amounts payable hereunder to fail to comply with the requirements of
Section 409A, to the extent applicable, or (ii) any amounts or
benefits payable hereunder that are not subject to Section 409A to become
subject thereto (unless they also are in compliance therewith), and the
provisions of any purported amendment that may reasonably be expected to result
in such non-compliance shall be of no force or effect with respect to the Plan.
No adjustment authorized by Section 4(b) or any other section of the Plan shall
be made by the Company 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 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.”


7. 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


 


3