Filed by Bowne Pure Compliance





Exhibit 10.28


AMENDMENT

TO THE

SECOND
AMENDED AND RESTATED NOBLE CORPORATION

1992 NONQUALIFIED STOCK
OPTION

AND SHARE PLAN FOR NON-EMPLOYEE DIRECTORS


WHEREAS, Noble
Drilling Corporation, a Delaware corporation (“Noble-Delaware”),
established the Noble Drilling Corporation 1992 Nonqualified Stock Option 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 the provisions of Section 6.01 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
definition of “Fair Market Value” in Section 1.01(h) of the
Plan is hereby amended by adding the following sentence thereto:


“Any grant
made under the Plan based on an exercise price equal to ‘Fair Market
Value’ as described herein shall be made in accordance with Treasury
Regulation §1.409A-1(b)(5)(iv), with the commitment to make such grant
being irrevocably specified prior to the beginning of such 10 business day
period.”


2. The fourth
clause of the second sentence of Section 6.01 of the Plan is hereby
amended to read as follows:


“(iv) have
the effect of providing for the grant of options to purchase Ordinary Shares at
less than the Fair Market Value per share thereof on the applicable Award Date
or”


3. Section 6.01 of the Plan is hereby amended by
adding the following new paragraph at 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.”


 


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4. A new
Section 6.05 is hereby added to the Plan:


“6.05
Section 409A. 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 Board 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 4.02, Section 5.02 or any other section of the
Plan shall be made by the Company or the Board 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.”


5. 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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