Filed by Bowne Pure Compliance





Exhibit
10.31




NOBLE DRILLING CORPORATION

2009 401(k) SAVINGS RESTORATION PLAN




THIS PLAN, made and executed at Sugar Land, Texas, by NOBLE DRILLING CORPORATION, a Delaware
corporation (the “Company”),



WITNESSETH THAT:




WHEREAS, the Company has heretofore established the Noble Drilling Corporation 401(k) Savings
Restoration Plan (the “Restoration Plan”) for the purpose of providing deferred compensation for a
select group of management or highly compensated employees of the Company and its participating
affiliates; and



WHEREAS, the Company now desires to amend the Restoration Plan to separate the portion of the
Restoration Plan applicable to amounts deferred and vested before January 1, 2005, from the portion
of the Restoration Plan applicable to its Matching Accounts and amounts deferred or vested after
December 31, 2004, and to make certain changes designed to comply with the requirements of Internal
Revenue Code section 409A;



NOW, THEREFORE, in consideration of the premises and pursuant to the provisions of Section 4.1
of the Restoration Plan, effective as of January 1, 2009, the portion of the Restoration Plan
applicable to its Matching Accounts and amounts deferred or vested after December 31, 2004 (which
shall be known as the Noble Drilling Corporation 2009 401(k) Savings Restoration Plan), is hereby
amended by restatement in its entirety to read as follows:



ARTICLE I.




DEFINITIONS




Section 1.1 Definitions. Unless the context clearly indicates otherwise, when used
in this Plan:




(a) “Account” means a Deferral Account or Matching Account, as the context requires.




(b) “Affiliated Company” means any incorporated or unincorporated trade or business or
other entity or person, other than the Company, that along with the Company is considered a
single employer under Code section 414(b) or Code section 414(c); provided, however, that
(i) in applying Code section 1563(a)(1), (2), and (3) for the purposes of determining a
controlled group of corporations under Code section 414(b), the phrase “at least 50 percent”
shall be used instead of the phrase “at least 80 percent” in each place the phrase “at least
80 percent” appears in Code section 1563(a)(1), (2), and (3), and (ii) in applying Treas.
Reg. section 1.414(c)-2 for the purposes of determining trades or businesses (whether or not
incorporated) that are under common control for the purposes of Code section 414(c), the
phrase “at least 50 percent” shall be used instead of the phrase “at least 80 percent” in
each place the phrase “at least 80 percent” appears in Treas. Reg. section 1.414(c)-2.


 


 









 






(c) “Code” means the Internal Revenue Code of 1986, as amended.




(d) “Committee” means the committee designated pursuant to Plan Section 2.1 to
administer this Plan.




(e) “Company” means Noble Drilling Corporation, a Delaware corporation.




(f) “Deferral Account” means an account established and maintained on the books of an
Employer pursuant to Plan Section 3.2 to record a Participant’s interest under this Plan
attributable to amounts credited to such Participant pursuant to Plan Section 3.2(a).




(g) “Election Period” means, with respect to a Plan Year, the period prior to the
beginning of such Plan Year that is specified by the Committee for the making of deferral
elections for such year pursuant to Plan Section 3.1. The term “Election Period” shall also
include the thirty-day election period provided for under Plan Section 3.1.




(h) “Eligible Employee” means, with respect to a Plan Year, the Chief Executive Officer
of Noble Corporation and any other employee of an Employer who is designated by the Chief
Executive Officer of Noble Corporation to be an Eligible Employee for such year for the
purposes of this Plan.




(i) “Employer” includes the Company, Noble Corporation, Noble Drilling Services Inc.,
Noble Drilling (U.S.) Inc., Noble International Limited and any other Affiliated Company
that has adopted both the 401(k) Plan and this Plan.




(j) “Financial Hardship” means a severe financial hardship to a Participant resulting
from an illness or accident of the Participant, the Participant’s spouse, the Participant’s
beneficiary, or the Participant’s dependent (as defined in Code section 152, without regard
to Code section 152(b)(1), (b)(2) and (d)(1)(B)), the loss of the Participant’s property due
to casualty (including the need to rebuild a home following damage to a home not otherwise
covered by insurance), or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant that cannot be relieved
(i) through reimbursement or compensation from insurance or otherwise, (ii) by liquidation
of the Participant’s assets, to the extent that such liquidation would not cause severe
financial hardship, or (iii) by cessation of deferrals under the Plan. A financial need
arising from a foreseeable event such as the purchase of a home or the payment of education
expenses for children shall not be considered to be a Financial Hardship.




(k) “401(k) Plan” means the Noble Drilling Corporation 401(k) Savings Plan as in effect
from time to time.




(l) “Matching Account” means an account established and maintained on the books of an
Employer pursuant to Plan Section 3.2 to record a Participant’s interest under this Plan
attributable to (i) the amounts credited to such Participant pursuant to Plan Section
3.2(b), and (ii) the amount credited to such Participant’s Matching Account under the Noble
Drilling Corporation 401(k) Savings Restoration Plan as of December 31, 2008.


 


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(m) “Participant” means an Eligible Employee or former Eligible Employee for whom an
Account is being maintained under this Plan.




(n) “Payment Date” means (i) with respect to a Participant who is not a Specified
Employee, a date determined by the Committee that is no later than ninety (90) days after
the date of such Participant’s Separation from Service, and (ii) with respect to a
Participant who is a Specified Employee, a date determined by the Committee that is on or
within ten (10) days after the first business day that is six (6) months after the date of
such Participant’s Separation from Service (or if earlier, a date determined by the
Committee that is no later than ninety (90) days after the date of such Participant’s
death).




(o) “Plan” means this Noble Drilling Corporation 2009 401(k) Savings Restoration Plan
as in effect from time to time.




(p) “Plan Year” means the twelve-month period commencing January 1 and ending the
following December 31.




(q) “Separation from Service” means, with respect to a Participant, such Participant’s
separation from service (within the meaning of Code section 409A and the regulations and
other guidance promulgated thereunder) with the group of employers that includes the Company
and each Affiliated Company. For this purpose, with respect to services as an employee, an
employee’s Separation from Service shall occur on the date as of which the employee and his
or her employer reasonably anticipate that no further services will be performed after such
date or that the level of bona fide services the employee will perform after such date
(whether as an employee or an independent contractor) will permanently decrease to no more
than twenty percent (20%) of the average level of bona fide services performed (whether as
an employee or an independent contractor) over the immediately preceding 36-month period (or
the full period of services to the employer if the employee has been providing services to
the employer less than 36 months).




(r) “Specified Employee” means a Participant who is a specified employee within the
meaning of Code section 409A(a)(2) and the regulations and other guidance promulgated
thereunder. Each Specified Employee will be identified by the Chief Executive Officer of
Noble Corporation on each December 31, using such definition of compensation permissible
under Treas. Reg. section 1.409A-1(i)(2) as the Chief Executive Officer of Noble Corporation
shall determine in his or her discretion, and each Specified Employee so identified shall be
treated as a Specified Employee for the purposes of this Plan for the entire 12-month period
beginning on the April 1 following a December 31 Specified Employee identification date.




(s) “Unit” means a fictional deferred compensation unit used solely for accounting
purposes under this Plan.


 


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(t) “Unit Value” means an amount equal to (i) if the ordinary shares of Noble
Corporation are listed or admitted to trading on a securities exchange registered under the
Securities Exchange Act of 1934, the average of the closing sale prices per share of such
 shares as reported on the principal such exchange for the immediately preceding five
days on which a sale of such shares was reported on such exchange, (ii) if the ordinary
 shares of Noble Corporation are not listed or admitted to trading on any such exchange, but
are listed as a national market security by the National Association of Securities Dealers,
Inc. Automated Quotations System (“NASDAQ”) or any similar system then in use, the average
of the closing sale prices per share of such shares as reported on NASDAQ or such system for
the immediately preceding five days on which a sale of such shares was reported on NASDAQ or
such system, and (iii) if the ordinary shares of Noble Corporation are not listed or
admitted to trading on any such exchange and are not listed as a national market security on
NASDAQ or any similar system then in use, but are quoted on NASDAQ or any similar system
then in use, the average of the mean between the closing high bid and low asked quotations
per share for such shares as reported on NASDAQ or such system for the immediately preceding
five days on which bid and asked quotations for such shares were reported on NASDAQ or such
system.



ARTICLE II.




PLAN ADMINISTRATION




Section 2.1 Committee. This Plan shall be administered by the Committee appointed to
administer the 401(k) Plan on behalf of the Employers. The Committee shall have discretionary and
final authority to interpret and implement the provisions of the Plan, including without
limitation, authority to determine eligibility for benefits under the Plan. The Committee shall
act by a majority of its members at the time in office and such action may be taken either by a
vote at a meeting or in writing without a meeting. The Committee may adopt such rules and
procedures for the administration of the Plan as are consistent with the terms hereof and shall
keep adequate records of its proceedings and acts. Every interpretation, choice, determination or
other exercise by the Committee of any power or discretion given either expressly or by implication
to it shall be conclusive and binding upon all parties having or claiming to have an interest under
the Plan or otherwise directly or indirectly affected by such action, without restriction, however,
on the right of the Committee to reconsider and redetermine such action. The members of the
Committee shall have no liability for any action taken or omitted in good faith in connection with
the administration of this Plan. The Employers shall indemnify, defend and hold harmless each
member of the Committee and each director, officer and employee of an Employer against any claim,
cost, expense (including attorneys’ fees), judgment or liability (including any sum paid in
settlement of a claim with the approval of the Company) arising out of any act or omission to act
as a member of the Committee or any other act or omission to act relating to this Plan, except in
the case of such person’s fraud or willful misconduct.



 


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ARTICLE III.




DEFERRED COMPENSATION PROVISIONS




Section 3.1 Deferral Elections. Subject to such conditions, limitations and
procedures as the Committee may prescribe from time to time for the purposes of this Plan, during
the Election Period for each Plan Year an Eligible Employee may elect to have the payment of (i) up
to nineteen percent
(19%) of the Basic Compensation (as defined in the 401(k) Plan but determined without regard
to the maximum amount of compensation that may be taken into account under Code section 401(a)(17))
otherwise payable by an Employer to him or her for such year, and (ii) all or any portion of any
bonus otherwise payable by an Employer to him or her for such year, deferred for future payment by
such Employer in such manner and at such time or times permitted under Plan Section 3.5 as shall be
specified by such Eligible Employee in such election. If an individual becomes an Eligible
Employee for the first time during a Plan Year, such Eligible Employee may make the elections
referred to in this Plan Section 3.1 within thirty (30) days after the date he or she first becomes
an Eligible Employee; provided, however, that the Basic Compensation and/or bonus deferral
elections so made shall apply only to the Basic Compensation and/or bonus amounts otherwise payable
to such Eligible Employee for services performed after the end of said thirty-day period. All
elections made during an Election Period pursuant to this Plan Section 3.1 shall be made in such
written or electronic form as may be prescribed by the Committee, and when filed with or as
directed by the Committee, shall be irrevocable after the end of such Election Period.



Section 3.2 Participant Accounts. For each Plan Year an Employer shall establish and
maintain on its books a Deferral Account and a Matching Account for each Eligible Employee employed
by such Employer who elects to defer the receipt of compensation for such year pursuant to Plan
Section 3.1. Each such Account shall be designated by the name of the Participant for whom
established and the Plan Year to which it relates, and shall be credited in accordance with the
following provisions:




(a) The amount of any compensation otherwise payable by an Employer to a Participant
for each month during a Plan Year that such Participant has elected to defer pursuant to
Plan Section 3.1 shall be credited (as a dollar amount) by such Employer to such
Participant’s Deferral Account for that year as soon as practicable (but in no event later
than fifteen (15) business days) after the end of the month during which such amount would
otherwise have been paid by such Employer to such Participant.




(b) For each Plan Year for which a Participant elects to defer the receipt of
compensation pursuant to Plan Section 3.1(i) and makes either (i) the maximum elective
deferrals to the 401(k) Plan that are permitted under Code section 402(g) (excluding
catch-up contributions), or (ii) the maximum elective contributions to the 401(k) Plan that
are permitted under the terms of the 401(k) Plan (excluding catch-up contributions), such
Participant’s Matching Account for that year shall be credited with a dollar amount equal to
the lesser of:




(1) the lesser of (i) 6% of such Participant’s Basic Compensation (as defined
in the 401(k) Plan, including as limited by the maximum amount limitation required
under Code section 401(a)(17)), multiplied by the matching percentage (i.e., either
70% or 100%) applicable to such Participant under the 401(k) Plan as of the
beginning of such Plan Year, and then reduced by the amount of the Matching
Contribution actually credited to such Participant under the 401(k) Plan for such
Plan Year, or (ii) the “applicable dollar amount” (within the meaning of Code
section
402(g)) for such Plan Year, reduced by the amount of the Matching Contribution
actually credited to such Participant under the 401(k) Plan for such Plan Year, or


 


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(2) the amount of the compensation deferred by such Participant under this Plan
for such Plan Year pursuant to his or her election under Plan Section 3.1(i).




The amount, if any, to be credited to a Participant’s Matching Account pursuant to this Plan
Section 3.2(b) shall be credited as a dollar amount to such Account as soon as practicable
(but in no event later than fifteen (15) business days) after the end of the Plan Year for
which such amount is being credited to such Account.




(c) An Employer in its discretion may provide for the crediting of additional amounts
to a Participant’s Deferral Account or Matching Account pursuant to an award made by such
Employer which specifies the amount to be credited to such Account and any special terms or
conditions (such as special vesting or distribution provisions) applicable under such award.
Any provision of this Plan to the contrary notwithstanding, the amount credited to an
Account under an award made pursuant to the provisions of this Plan Section 3.2(c) shall
vest, be distributed and otherwise be governed by and administered in accordance with any
special terms and conditions applicable under such award; provided, however, that the amount
credited to a Matching Account pursuant to an award made pursuant to the provisions of this
Plan Section 3.2(c) shall be subject to forfeiture pursuant to the provisions of Plan
Section 3.8.



Section 3.3 Account Adjustments. Subject to such conditions, limitations and
procedures as the Committee may prescribe from time to time for the accounting purposes of this
Plan, on a daily basis (or at such other times as the Committee may prescribe), the amount credited
as a dollar amount to each Account maintained by an Employer for a Participant shall be adjusted to
reflect the investment results that would be attributable to the notional investment of such
credited amount in accordance with investment directions given by such Participant. The investment
directions given and the notional investments made pursuant to this Plan Section 3.3 are fictional
devices established solely for the accounting purposes of this Plan, and shall not require any
Employer to make any actual investment or otherwise set aside or earmark any asset for the purposes
of this Plan.



Section 3.4 Unit Adjustments. If a cash dividend is paid on the ordinary shares of
Noble Corporation, each Account then credited with a Unit shall be credited on the date said
dividend is paid with the number of Units equal to the amount of said dividend per share multiplied
by the number of Units then credited to such Account, with the product thereof divided by the Unit
Value on the date such dividend is paid. If Noble Corporation effects a split of its ordinary
shares or pays a dividend in the form of its ordinary shares, or if the outstanding ordinary shares
of Noble Corporation are combined into a smaller number of shares, the Units then credited to an
Account shall be increased or decreased to reflect proportionately the increase or decrease in the
number of outstanding ordinary shares of Noble Corporation resulting from such split, dividend or
combination. In the event of a reclassification of the ordinary shares of Noble Corporation not
covered by the foregoing, or in the event of a liquidation, separation or reorganization
(including, without limitation, a merger, consolidation or sale of assets) involving Noble
Corporation, the Board of Directors of the Company shall make such adjustments, if any, to an
Account as such Board may deem appropriate.


 


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Section 3.5 Account Payments. Upon a Participant’s Separation from Service, if such
Participant never became fully vested in the amount credited to his or her Company Matching Account
under the 401(k) Plan, the dollar amount and the number of Units credited to each Matching Account
maintained by an Employer for such Participant shall be reduced to the dollar amount and the number
of Units that result from multiplying such dollar amount and such number of Units by the highest
vested percentage that became applicable to such Participant’s Company Matching Account under the
401(k) Plan. Following such reduction, if any, the following payments and distributions shall be
made or commence being made to or with respect to such Participant on his or her Payment Date:




(a) The amount credited to each Account maintained by an Employer for such Participant
shall be paid by such Employer to such Participant (or, in the event of his or her death, to
the beneficiary or beneficiaries designated by such Participant pursuant to Plan Section
3.6) and charged against such Account either in a single lump sum or in approximately equal
annual installments over a period of five (5) years (each such installment payment to be
equal to the amount credited to such Account immediately before such installment payment
divided by the number of installment payments remaining to be paid), such form of
distribution to be made in accordance with such Participant’s election filed with the
Committee for such Account during the Election Period for the Plan Year to which such
Account relates.




(b) When Units credited to an Account maintained by an Employer for a Participant
become distributable, such Units shall be canceled and the Employer maintaining such Account
shall deliver or cause to be delivered to the distributee a certificate evidencing the
ownership of one ordinary share of Noble Corporation for each Unit so canceled; provided,
however, that if the rules of any stock exchange or stock market on which the ordinary
 shares of Noble Corporation are listed require shareholder approval of the Plan as a
prerequisite for listing on such stock exchange or stock market the ordinary shares of Noble
Corporation deliverable under the Plan, then, unless and until such shareholder approval is
obtained, all ordinary shares of Noble Corporation delivered pursuant to the Plan shall be
 shares acquired by such Employer (or a trustee acting on behalf of such Employer) either in
the open market or from Noble Corporation or one of its affiliates. When an amount credited
as a dollar amount to an Account maintained by an Employer for a Participant becomes
distributable, such amount shall be paid by such Employer to the distributee in cash and
charged against such Account. If the amount credited to an Account is paid in installments
over a period of years, the provisions of Plan Sections 3.3 and 3.4 shall continue to apply
to the amount credited to such Account from time to time.



The cash payments and deliveries of shares made by an Employer to or with respect to a Participant
pursuant to this Section 3.5 shall fully satisfy and discharge all of the obligations of such
Employer to or with respect to such Participant under this Plan. An Employer making a payment or
causing ordinary shares of Noble Corporation to be delivered to or with respect to a Participant
pursuant to this Plan shall withhold from any such payment or delivery and shall remit to the
appropriate governmental authority, any income, employment or other tax such Employer is required
by applicable law to so withhold from and remit on behalf of the payee.


 


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Section 3.6 Designation of Beneficiaries. Any amount payable under this Plan after
the death of a Participant shall be paid when otherwise due hereunder to the beneficiary or
beneficiaries designated by such Participant. Such designation of beneficiary or beneficiaries
shall be made in such written or electronic form as may be prescribed by the Committee, and when
filed with or as directed by the Committee, shall become effective and remain in effect until
changed by such Participant by the making and filing of a new such beneficiary or beneficiaries
designation. If a Participant fails to so designate a beneficiary, or in the event all of the
designated beneficiaries are individuals who predecease the Participant, any remaining amount
payable under this Plan shall be paid when otherwise due hereunder to such Participant’s surviving
spouse, if any but if none, then in equal shares to the children (including legally adopted
children) of such Participant who survive such Participant, if any but if none, then to such
Participant’s estate.



Section 3.7 Hardship Distributions. If a Participant who is fully vested in the
amount credited to his or her Company Matching Account under the 401(k) Plan encounters a Financial
Hardship or receives a hardship distribution from the 401(k) Plan, the Committee in its absolute
discretion may cancel such Participant’s deferral elections under the Plan. In addition, if a
Participant who is fully vested in the amount credited to his or her Company Matching Account under
the 401(k) Plan incurs a Financial Hardship, the Committee in its absolute discretion may direct
the Employer maintaining an Account for such Participant to pay to such Participant in cash and
charge against such Account such portion of the amount then credited to such Account (including, if
appropriate, the entire balance thereof) as the Committee shall determine to be reasonably
necessary to satisfy the Financial Hardship need of such Participant (which amount may include the
amounts necessary to pay any federal, state, local or foreign income taxes or penalties reasonably
anticipated to result from the Financial Hardship payment to be made to such Participant). The
determination of the amount reasonably necessary to satisfy the Financial Hardship need shall take
into account any additional compensation that is available to the Participant from any cancellation
of his or her deferral elections under the Plan. No distribution shall be made to a Participant
pursuant to this Plan Section 3.7 unless (i) such Participant’s Financial Hardship is an
“unforeseeable emergency” within the meaning of Treas. Reg. section 1.409A-3(i)(3), and (ii) such
Participant requests such a distribution in writing and provides to the Committee such information
and documentation with respect to his or her Financial Hardship as may be requested by the
Committee.



Section 3.8 Matching Account Forfeiture. Any provision of this Plan to the contrary
notwithstanding, if the Committee in its absolute discretion determines that a Participant’s
employment with an Employer or Affiliated Company was terminated either (i) by discharge by such
Employer or Affiliated Company for cause, or (ii) by such Participant’s quitting to render services
to, become employed by or otherwise directly or indirectly participate or engage in the financing
or conduct of any business which competes with a business conducted by such Employer or Affiliated
Company in an area where such business is then being conducted by such Employer or Affiliated
Company, such Participant shall thereupon forfeit the entire amount credited to each Matching
Account maintained by an Employer for such Participant.


 


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ARTICLE IV.




AMENDMENT AND TERMINATION




Section 4.1 Amendment and Termination. The Board of Directors of the Company shall
have the right and power at any time and from time to time to amend this Plan, in whole or in part,
on behalf of all Employers, and at any time to terminate this Plan or any Employer’s participation
hereunder; provided, however, that no such amendment or termination shall, without the written
consent of the affected Participant or beneficiary of a deceased Participant, (i) reduce an
Employer’s obligation for the payment of the amounts actually credited to such Participant’s
Accounts as of the date of such amendment or termination, or further defer the dates for the
payment of such amounts, or (ii) accelerate the time for the payment of the amounts credited to
such Participant’s Accounts in a manner that subjects such amounts to the tax imposed under Code
section 409A. Any amendment to or termination of this Plan shall be made by or pursuant to a
resolution duly adopted by the Board of Directors of the Company, and shall be evidenced by such
resolution or by a written instrument executed by such person as the Board of Directors of the
Company shall authorize for such purpose.



ARTICLE V.




MISCELLANEOUS PROVISIONS




Section 5.1 Nature of Plan and Rights. This Plan is unfunded and maintained by the
Employers primarily for the purpose of providing deferred compensation for a select group of
management or highly compensated employees of the Employers. The Units credited and Accounts
maintained under this Plan are fictional devices used solely for the accounting purposes of this
Plan to determine an amount of money to be paid and a number of ordinary shares of Noble
Corporation to be delivered to a Participant pursuant to this Plan, and shall not be deemed or
construed to create a trust fund or security interest of any kind for or to grant a property
interest of any kind to any Participant, designated beneficiary or estate. The amounts credited by
an Employer to Accounts maintained under this Plan are and for all purposes shall continue to be a
part of the general liabilities of such Employer, and to the extent that a Participant, designated
beneficiary or estate acquires a right to receive a payment from such Employer pursuant to this
Plan, such right shall be no greater than the right of any unsecured general creditor of such
Employer.



Section 5.2 Spendthrift Provision. No Account balance or other right or interest
under this Plan of a Participant, designated beneficiary or estate may be assigned, transferred or
alienated, in whole or in part, either directly or by operation of law (except pursuant to a
domestic relations order within the meaning of Code section 414(p)), and no such balance, right or
interest shall be liable for or subject to any debt, obligation or liability of such Participant,
designated beneficiary or estate.



Section 5.3 Employment Noncontractual. The establishment of this Plan shall not
enlarge or otherwise affect the terms of any Participant’s employment with an Employer, and such
Employer may terminate the employment of such Participant as freely and with the same effect as if
this Plan had not been established.



Section 5.4 Adoption by Other Employers. This Plan may be adopted by any Employer
participating in the 401(k) Plan, such adoption to be effective as of the date specified by such
Employer at the time of adoption.


 


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Section 5.5 Claims Procedure. If any person (hereinafter called the “Claimant”)
feels that he or she is being denied a benefit to which he or she is entitled under this Plan, such
Claimant may file a written claim for said benefit with the Committee. Within sixty (60) days
following the receipt of such claim the Committee shall determine and notify the Claimant as to
whether he or she is entitled to such benefit. Such notification shall be in writing and, if
denying the claim for benefit, shall set forth the specific reason or reasons for the denial, make
specific reference to the pertinent provisions of this Plan, and advise the Claimant that he or she
may, within sixty (60) days following the receipt of such notice, in writing request to appear
before the Committee or its designated representative for a hearing to review such denial. Any
such hearing shall be scheduled at the mutual convenience of the Committee or its designated
representative and the Claimant, and at any such hearing the Claimant and/or his or her duly
authorized representative may examine any relevant documents and present evidence and arguments to
support the granting of the benefit being claimed. The final decision of the Committee with
respect to the claim being reviewed shall be made within sixty (60) days following the hearing
thereon, and Committee shall in writing notify the Claimant of said final decision, again
specifying the reasons therefor and the pertinent provisions of this Plan upon which said final
decision is based. The final decision of the Committee shall be conclusive and binding upon all
parties having or claiming to have an interest in the matter being reviewed.



Section 5.6 Tax Withholding. An Employer making a payment to or with respect to a
Participant pursuant to this Plan shall withhold from any such payment, and shall remit to the
appropriate governmental authority, any income, employment or other tax such Employer is required
by applicable law to so withhold from and remit on behalf of the payee.



Section 5.7 Special Distributions. Any provision of this Plan to the contrary
notwithstanding, the Committee in its absolute discretion may direct an Employer to accelerate the
time for the making of a payment under the Plan to or with respect to a Participant to the extent
that such acceleration is a permitted exception under Treas. Reg. section 1.409A-3(j)(4) (or other
applicable guidance issued by the Internal Revenue Service) that does not subject such accelerated
payment to the tax imposed by Code section 409A.



Section 5.8 Compliance with Code Section 409A. The compensation payable by an
Employer to or with respect to a Participant pursuant to this Plan is intended to be compensation
that is not subject to the tax imposed by Code section 409A, and the Plan shall be administered and
construed to the fullest extent possible to reflect and implement such intent.



Section 5.9 Applicable Law. This Plan shall be governed and construed in accordance
with the internal laws (and not the principles relating to conflicts of laws) of the State of
Texas, except where superseded by federal law.



Section 5.10 Shares Limitation. Any provision of this Plan to the contrary
notwithstanding, the sum of (i) the number of ordinary shares of Noble Corporation that may be
distributed to Participants or their beneficiaries pursuant to the Plan and (ii) the number of
shares of Noble Drilling
Corporation common stock that may be distributed to Participants or their beneficiaries
pursuant to the Plan shall not exceed 200,000 shares.



 


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IN WITNESS WHEREOF, this Plan has been executed by the Company on behalf of all Employers on
this 29th day of December, 2008, to be effective as of January 1, 2009.



	 	 	 	 	 
	 	NOBLE DRILLING CORPORATION

 	 
	 	By:  	/s/ Julie J. Robertson
 	 
	 	 	Title: Executive Vice President 	 
	 	 	 	 




 


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