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                                                                     EXHIBIT 4.5

                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT

         THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as
of February 5, 2002, is between NOBLE DRILLING CORPORATION, a Delaware
corporation (the "Company"), and BANK ONE TRUST COMPANY, N.A., AS SUCCESSOR
TO LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A., a national banking
association, as rights agent (the "Rights Agent");

                                   WITNESSETH:

         WHEREAS, the Company and the Rights Agent are parties to a Rights
Agreement, dated as of June 28, 1995, as amended (the "Agreement"); and

         WHEREAS, the Board of Directors of the Company deems it desirable to
amend the Agreement pursuant to the provisions of Section 27 of the Agreement to
make certain modifications to the Agreement upon the terms and conditions
hereinafter set forth, such modifications to be effective on the date
hereinafter set forth;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         1. Defined Terms. Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the
Agreement.

         2. Amendment of Section 1. Section 1 of the Agreement is hereby amended
in the following respects:

                  (a) by adding thereto a new defined term "Merger Agreement"
which shall read in its entirety as follows:

                           "'Merger' shall mean the merger of the Company with
                  any of its subsidiaries, where the purpose of such merger is
                  to cause the Company to become a direct or indirect, wholly
                  owned subsidiary of a Person that prior to the effective time
                  of such merger had been a direct or indirect, wholly owned
                  subsidiary of the Company (the 'New Parent')."

                  (b) by adding thereto a new defined term "New Parent" which
shall read in its entirety as follows:

                           "'New Parent' shall have the meaning set forth in the
                  definition of Merger."

                  (c) by adding thereto a new defined term "Merger Agreement"
which shall read in its entirety as follows:



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                           "'Merger Agreement' shall have the meaning set forth
                  in Section 34 hereof."

         3. Amendment of Section 7. Paragraphs (a) and (b) of Section 7 of the
Agreement are each amended by (i) deleting the word "and" immediately preceding
clause (iii) thereof and inserting a "," in lieu thereof, and (ii) adding a new
clause (iv) immediately following clause (iii) thereof which shall read in its
entirety as follows: "and (iv) immediately prior to the effective time of a
Merger."

         4. Addition of New Section 34. The Agreement is amended by adding a new
Section 34 thereof which shall read in its entirety as follows:

                           "Section 34. Exception For Merger. Notwithstanding
                  any provision of this Agreement to the contrary, neither a
                  Distribution Date, Flip-In Event, Flip-In Trigger Date,
                  Flip-Over Event, nor a Shares Acquisition Date shall be deemed
                  to have occurred, none of the New Parent, or any of its
                  Affiliates or Associates shall be deemed to have become an
                  Acquiring Person, and no holder of any Rights shall be
                  entitled to exercise such Rights under, or be entitled to any
                  rights pursuant to, any of Sections 3, 7, 11 or 13 of this
                  Agreement, in any such case by reason of (a) the approval,
                  execution or delivery of a merger agreement providing for a
                  Merger, or any amendments thereof, approved in advance by the
                  Board of Directors of the Company (each, a 'Merger Agreement')
                  or (b) the commencement or, prior to termination of a Merger
                  Agreement, the consummation of any of the transactions
                  contemplated by such Merger Agreement in accordance with the
                  provisions thereof, including the Merger provided for in such
                  Merger Agreement."

         5. Effectiveness. This Amendment shall be deemed effective as of
January 31, 2002, as if executed by both parties hereto on such date. Except as
amended hereby, the Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.

         6. Miscellaneous. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such state applicable to
contracts to be made and performed entirely within such state. This Amendment
may be executed in any number of counterparts, each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal, or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date set forth above.

                                            NOBLE DRILLING CORPORATION



                                            By: /s/ ROBERT D. CAMPBELL
                                                --------------------------------
                                            Name:   Robert D. Campbell
                                                 -------------------------------
                                            Title:  President
                                                  ------------------------------


                                            BANK ONE TRUST COMPANY, N.A., AS
                                            SUCCESSOR TO LIBERTY BANK AND TRUST
                                            COMPANY OF OKLAHOMA CITY, N.A.



                                            By: /s/ JAKE L. RILEY
                                                --------------------------------
                                            Name:   Jake L. Riley
                                                 -------------------------------
                                            Title:  Senior Vice President
                                                  ------------------------------




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