<PAGE>

                                                                    EXHIBIT 10.2


                                NOBLE CORPORATION

                  PERFORMANCE-VESTED RESTRICTED STOCK AGREEMENT


         THIS AGREEMENT, made as of the _____ day of __________________,
200____, by and between NOBLE CORPORATION, a Cayman Islands exempted company
limited by shares (the "Company"), and __________________________________
("Executive");

                              W I T N E S S E T H:

         WHEREAS, the committee (the "Committee") acting under the Company's
1991 Stock Option and Restricted Stock Plan, as amended (the "Plan"), has
determined that it is desirable to award shares of performance-vested restricted
stock to Executive under the Plan; and

         WHEREAS, pursuant to the Plan, the Committee has determined that the
shares of performance-vested restricted stock so awarded shall be subject to the
restrictions, terms and conditions of this Agreement;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         1. Performance-Vested Restricted Stock Award. On the terms and
conditions and subject to the restrictions, including forfeiture, hereinafter
set forth, the Company hereby makes to Executive a performance-vested restricted
stock award (the "Award") of an aggregate of ______________ ordinary shares (the
"Restricted Shares"), par value U.S.$0.10 per share ("Ordinary Shares"), of the
Company. The Award is made effective as of the date hereof (the "Effective
Date"). The Restricted Shares shall be issued to Executive, subject to
forfeiture as herein provided, without the payment of any cash consideration by
Executive. A certificate representing the Restricted Shares shall be issued in
the name of Executive as of the Effective Date and delivered to Executive on the
Effective Date or as soon thereafter as practicable. Executive shall cause the
certificate representing the Restricted Shares, upon receipt thereof by
Executive, to be deposited, together with stock powers and any other instrument
of transfer reasonably requested by the Company duly endorsed in blank, with the
Company pursuant to an escrow agreement substantially in the form of Exhibit A
hereto (the "Escrow Agreement"). The Restricted Shares shall be delivered to the
Executive upon vesting or assigned and transferred to and reacquired and
canceled by the Company upon forfeiture, as hereinafter set forth, and in
accordance with the terms and conditions of the Escrow Agreement. Unless and
until the Restricted Shares are delivered to Executive upon vesting, the
Restricted Shares shall not be sold, assigned, transferred, discounted,
exchanged, pledged or otherwise encumbered or disposed of by Executive in any
manner.



                                       1
<PAGE>

         2. Vesting/Forfeiture.

         (a) Except as set forth in Section 3 of this Agreement, (i) the Award
shall not be fully vested immediately but shall be subject to forfeiture in
accordance with the restricted period and performance measurement determined by
the Committee and set forth on Schedule I hereto and (ii) the termination of the
forfeiture provisions applicable to the Restricted Shares shall be conditioned
upon the continuous employment of Executive by the Company or an Affiliate from
the date of this Agreement to the applicable date of vesting.

         (b) Upon and to the extent of the achievement of the performance
measurement hereunder with respect to the Restricted Shares, as determined by
the Committee, the shares with respect to which such performance measurement has
been achieved shall vest in Executive in accordance with Schedule I hereto, and
Executive shall be entitled to have delivered to him a new certificate, without
the legend referenced in Section 10 of this Agreement, for the number of such
vested Ordinary Shares.

         (c) If the employment of Executive by the Company or an Affiliate
terminates at any time prior to determination of vesting/forfeiture except on
account of (i) death, Disability or Retirement of Executive or (ii) a Change in
Control (as defined in Section 3(c)) of the Company, then, subject to Section
3(b), the Restricted Shares shall be forfeited and automatically transferred to
and reacquired and canceled by the Company. Transfer of employment without
interruption of service between or among the Company and any of its subsidiaries
shall not be considered a termination of employment.

         3. Acceleration of Vesting and Termination of Forfeiture Provisions.

         (a) The vesting of this Award and the termination of the forfeiture
provisions hereof are subject to acceleration upon the occurrence of (i) the
death, Disability or Retirement of Executive or (ii) a Change in Control of the
Company (whether with or without termination of employment of Executive by the
Company or an Affiliate). Upon the occurrence of any of the events specified in
(i) of this subsection (a),

         (A)      the Restricted Shares comprising the Award shall [be prorated
                  based on the number of months of actual service by Executive
                  during the _______ years in the period ended
                  _________________, 200___], and

         (B)      the determination of vesting shall be made in accordance with
                  Section 2(b) of this Agreement.

Upon the occurrence of the event specified in (ii) of this subsection (a),



                                       2
<PAGE>

         (A)      [a number of shares equal to _______ percent of the Restricted
                  Shares (which equates to the target for this Award) shall
                  immediately become vested and no longer be subject to any
                  forfeiture provisions of this Agreement,]

         (B)      Executive shall be entitled to have delivered to him a new
                  certificate, without the legend referenced in Section 10 of
                  this Agreement, for such number of vested Ordinary Shares, and

         (C)      the balance of ________ percent of the Restricted Shares shall
                  be forfeited.

[Agreement may provide for alternative outcomes under clause (i) and/or clause
(ii) above.]

         (b) Notwithstanding anything contained herein to the contrary, the
Committee shall have the right to cancel all or any portion of any outstanding
restrictions prior to the expiration of such restrictions with respect to any or
all of the Restricted Shares on such terms and conditions as the Committee may,
in writing, deem appropriate.

         (c) For purposes of this Agreement, the following term shall have the
indicated meaning:

         Change in Control: The term "Change in Control" means (i) a
determination by the Committee that any person or group (as defined in Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) has become the direct or indirect beneficial owner (as defined
in Rule 13d-3 under the Exchange Act) of more than 50 percent of the Voting
Stock of the Company; (ii) the Company is merged or amalgamated with or into or
consolidated with another corporation and, immediately after giving effect to
the merger, amalgamation or consolidation, less than 50 percent of the
outstanding voting securities entitled to vote generally in the election of
directors or persons who serve similar functions of the surviving or resulting
entity are then beneficially owned (within the meaning of Rule 13d-3 under the
Exchange Act) in the aggregate by (x) the members of the Company immediately
prior to such merger, amalgamation or consolidation, or (y) if a record date has
been set to determine the members of the Company entitled to vote on such
merger, amalgamation or consolidation, the members of the Company as of such
record date; (iii) the Company either individually or in conjunction with one or
more subsidiaries of the Company, sells, conveys, transfers or leases, or the
subsidiaries of the Company sell, convey, transfer or lease, all or
substantially all of the property of the Company and the subsidiaries of the
Company, taken as a whole (either in one transaction or a series of related
transactions), including Capital Stock of the subsidiaries of the Company, to
any Person (other than a Wholly Owned Subsidiary); (iv) the liquidation or
dissolution of the Company; or (v) the first day on which a majority of the
individuals who constitute the board of directors of the Company are not
Continuing Directors. For purposes of this definition, "Voting Stock" means,
with respect to any Person, securities of any class or classes of Capital Stock
in such Person entitling the holders thereof (whether at all times or at the
times that such class of Capital Stock has voting power by reason of the
happening of any contingency) to vote in the election of members of the board of
directors (or comparable body) of such Person; "Person" means any individual,
corporation, limited liability


                                       3
<PAGE>

company, partnership, joint venture, joint stock company, unincorporated
organization or government or any agency or political subdivision thereof;
"Capital Stock" in any Person means any and all shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person and any rights (other than debt securities convertible into an
equity interest), warrants or options to acquire an equity interest in such
Person; "Wholly Owned Subsidiary" means any subsidiary of the Company of which
100 percent of the total Voting Stock (other than directors' qualifying shares)
is at the time owned by the Company, either directly or indirectly through
ownership of one or more subsidiaries of the Company; and "Continuing Director"
means an individual who (A) is a member of the board of directors of the Company
and (B) either (I) was a member of the board of directors of the Company on the
Effective Date or (II) whose nomination for election or election to the board of
directors of the Company was approved by a vote of at least 66-2/3 percent of
the Continuing Directors who were members of the board of directors of the
Company at the time of such nomination or election.

         4. Escrow Agreement. In accordance with Section 20(b) of the Plan, the
Committee has approved the form of Escrow Agreement and prescribed its use
hereunder in order to enforce the restrictions, terms and conditions applicable
to the Restricted Shares.

         5. Rights as Member. Upon the issuance of a certificate or certificates
representing the Restricted Shares to Executive, Executive shall become the
owner thereof for all purposes and shall have all rights as a member of the
Company, including, without limitation, voting rights and the right to receive
dividends and distributions, with respect to the Restricted Shares, subject to
the forfeiture provisions hereof and the following provisions of this Section 5.
If the Company shall pay or declare a dividend or make a distribution of any
kind, whether due to a reorganization, recapitalization or otherwise, with
respect to the Ordinary Shares constituting the Restricted Shares, then the
Company shall pay or make such dividend or other distribution with respect to
the Restricted Shares.

         6. Agreements Regarding Withholding Taxes.

         (a) Executive may elect, within 30 days of the Effective Date and on
notice to the Company, to realize income for United States federal income tax
purposes equal to the fair market value of the Restricted Shares on the date of
award, which shall be the Effective Date. In such event,


                                       4
<PAGE>

Executive shall make arrangements satisfactory to the Committee to pay in the
year of such award any United States federal, state or local taxes required to
be withheld with respect to such shares. If Executive fails to make such
payments, the Company and its subsidiaries shall, to the extent permitted by
law, have the right to deduct in the year of such award any United States
federal, state or local taxes of any kind required by law to be withheld with
respect to such Ordinary Shares.

         (b) (i) No later than the date of the lapse of the restrictions on any
of the Restricted Shares set forth herein, Executive will pay to the Company or
its subsidiaries, or make arrangements satisfactory to the Committee regarding
payment of, any United States federal, state or local taxes of any kind required
by law to be withheld with respect to the Restricted Shares with respect to
which such restrictions have lapsed.

         (ii) Executive shall, to the extent permitted by law, have the right to
deliver to the Company or its subsidiaries Restricted Shares to which Executive
shall be entitled upon the vesting thereof (or other Ordinary Shares owned by
Executive), valued at the fair market value of such shares at the time of such
delivery to the Company or its subsidiaries, to satisfy the obligation of
Executive under Section 6(b)(i) of this Agreement.

         (iii) If Executive does not otherwise satisfy the obligation of
Executive under Section 6(b)(i) of this Agreement, then the Company and its
subsidiaries shall, to the extent permitted by law, have the right to deduct
from any payments of any kind otherwise due to Executive any United States
federal, state or local taxes of any kind required by law to be withheld with
respect to the Restricted Shares with respect to which the restrictions on the
Restricted Shares set forth herein have lapsed.

         7. Non-Assignability. The Award is not assignable or transferable by
Executive.

         8. Newly-Issued Ordinary Shares. The Ordinary Shares awarded to
Executive as the Restricted Shares shall be newly-issued Ordinary Shares of the
Company.

         9. Capital Adjustments. If any of the following events shall occur at
any time while the Award is outstanding and any Restricted Shares have not
either become vested or been forfeited, the following adjustments shall be made
in the number of Ordinary Shares then constituting the Restricted Shares under
the Award, as appropriate:

         (a) Share Dividend or Split; Combination. If the Company pays a
dividend on its outstanding Ordinary Shares in Ordinary Shares or subdivides its
outstanding Ordinary Shares into a greater number of Ordinary Shares, the number
of Ordinary Shares then subject to the Award shall be proportionately increased.
Conversely, if the outstanding Ordinary Shares are combined into a smaller
number of Ordinary Shares, the number of Ordinary Shares then subject to the
Award shall be proportionately reduced. An adjustment made pursuant to this
Section 9(a) shall become effective as of the record date in the case of a
dividend and shall become effective immediately after the effective date in the
case of a subdivision or combination.



                                       5
<PAGE>

         (b) Recapitalization or Reorganization. In case of any recapitalization
or reclassification of the Ordinary Shares, or any merger, amalgamation or
consolidation of the Company with or into one or more other corporations, or any
sale of all or substantially all the assets of the Company, as a result of which
the holders of the Ordinary Shares receive other stock, securities or property
in lieu of or in addition to, but on account of, their Ordinary Shares, the
Company shall make or cause to be made lawful and adequate provision whereby,
upon the vesting of the Award after the record date for the determination of the
holders of Ordinary Shares entitled to receive such other stock, securities or
property, the Executive shall receive, in addition to the Ordinary Shares with
respect to which the Award has vested, the shares of stock, securities or other
property which would have been allocable to such Ordinary Shares had the Award
vested immediately prior to such record date. The subdivision or combination of
Ordinary Shares at any time outstanding into a greater or smaller number of
Ordinary Shares shall not be deemed to be a recapitalization or reclassification
of the Ordinary Shares for the purposes of this Section 9(b).

         10. Legend. Each certificate representing Restricted Shares shall
conspicuously set forth on the face or back thereof, in addition to any legends
required by applicable law or other agreement, a legend in substantially the
following form:

         THE ORDINARY SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
         PURSUANT TO THE TERMS OF THE NOBLE CORPORATION 1991 STOCK OPTION AND
         RESTRICTED STOCK PLAN AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
         DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OF
         IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF THE AGREEMENT
         EMBODYING THE AWARD OF SUCH SHARES DATED _____________, 200___. A COPY
         OF SUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICES OF THE
         CORPORATION.

         11. Defined Terms; Plan Provisions. Unless the context clearly
indicates otherwise, the capitalized terms used (and not otherwise defined) in
this Agreement shall have the meanings assigned to them under the provisions of
the Plan. By execution of this Agreement, Executive agrees that the Award and
the Restricted Shares shall be governed by and subject to all applicable
provisions of the Plan. This Agreement is subject to the Plan, and the Plan
shall govern where there is any inconsistency between the Plan and this
Agreement.

         12. Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas, without regard
to the principles of conflicts of laws thereof, except to the extent Texas law
is preempted by Federal law of the United States or by the laws of the Cayman
Islands.

         13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns.



                                       6
<PAGE>

         14. Entire Agreement; Amendment. This Agreement, together with any
Schedules and Exhibits and any other writings referred to herein or delivered
pursuant hereto, constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
and understandings, whether written or oral, between the parties with respect to
the subject matter hereof. To the fullest extent provided by applicable law,
this Agreement may be amended, modified and supplemented by mutual consent of
the parties hereto at any time, with respect to any of the terms contained
herein, in such manner as may be agreed upon in writing by such parties.

         15. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if directed in the manner specified below, to
the parties at the following addresses and numbers:

         (a) If to the Company, when delivered by hand, confirmed fax or mail
(registered or certified mail with postage prepaid) to:

                           Noble Corporation
                           13135 S. Dairy Ashford, Suite 800
                           Sugar Land, Texas  77478
                           Attention:    Chief Executive Officer
                           Fax:    281-491-2398

                           With a copy to:

                           Chairman of Compensation Committee
                           c/o Noble Corporation
                           13135 S. Dairy Ashford, Suite 800
                           Sugar Land, Texas  77478
                           Fax:  281-276-6316

         (b) If to Executive, when delivered by hand, confirmed fax or mail
(registered or certified mail with postage prepaid) to:

                           The address and number, if any, set forth opposite
                           Executive's signature below

Either party may at any time give to the other notice in writing of any change
of address of the party giving such notice and from and after the giving of such
notice the address or addresses therein specified will be deemed to be the
address of such party for the purposes of giving notice hereunder.

         16. Severability. If any provision of this Agreement is held to be
unenforceable, this Agreement shall be considered divisible and such provision
shall be deemed inoperative to the extent it is deemed unenforceable, and in all
other respects this Agreement shall remain in full force and effect; provided,
however, that if any such provision may be made enforceable by limitation
thereof,


                                       7
<PAGE>

then such provision shall be deemed to be so limited and shall be enforceable to
the maximum extent permitted by applicable law.

         17. Counterparts. This Agreement may be executed by the parties hereto
in any number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same agreement. Each counterpart may
consist of a number of copies hereof each signed by less than all, but together
signed by all, the parties hereto.

         18. Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only, do not constitute a part of this Agreement,
and shall not affect in any manner the meaning or interpretation of this
Agreement.

         19. Gender. Pronouns in masculine, feminine and neuter genders shall be
construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa, unless the context otherwise
requires.

         20. References. The words "this Agreement," "herein," "hereof,"
"hereby," "hereunder" and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so limited.
Whenever the words "include," "includes" and "including" are used in this
Agreement, such words shall be deemed to be followed by the words "without
limitation."




                                       8
<PAGE>



         IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement as of the date first above written.

                                           NOBLE CORPORATION


                                           By:
                                              ----------------------------------
                                           Name:
                                           Title:


Address and fax number, if any:            -------------------------------------
                                           Name of Executive:
13135 S. Dairy Ashford, Suite 800
Sugar Land, Texas  77478
Fax:  281-276-6316



                                       9
<PAGE>


SCHEDULE I

                                NOBLE CORPORATION

            PERFORMANCE MEASURES FOR THE __________ PERFORMANCE CYCLE
                  AWARD OF PERFORMANCE-VESTED RESTRICTED STOCK

         The Committee has determined that the following restricted period and
performance measure shall be applicable to the Award of Restricted Shares
represented hereby:

1. RESTRICTED PERIOD. The restricted period for the Restricted Shares shall
extend from the Effective Date of the Award through ________________, and
thereafter until such time as vesting or forfeiture of the Restricted Shares is
confirmed, as determined by the Committee, based on achievement of the
performance measures specified in paragraph 2 below.

2. PERFORMANCE MEASURE. This performance-vested restricted stock Award provides
for performance to be assessed over a _________-year performance cycle based on
corporate performance. The number of the Restricted Shares awarded that will be
earned/vested will vary based on performance, as shown in the following table:


[To come.]



         The number of Ordinary Shares set by the Committee as the target for
this Award is _________ and therefore the maximum number of Ordinary Shares that
can be earned/vested is _________ (being the total number of the Restricted
Shares of this Award).

         The performance measure used to determine the extent of vesting of the
Restricted Shares is as follows:

[To come.]


         The number of the Restricted Shares vesting, if at all, shall be
determined in accordance with the following schedule (using straight line
interpolation between measurement percentiles):

3. ADMINISTRATIVE MATTERS. The Committee shall confirm the vesting or forfeiture
of the Restricted Shares as soon as reasonably practicable after [the completion
of the Performance Cycle] and, in any event, within ________ days/months after
the calculation of the _________________. Executive shall be given notice of the
confirmation of vesting of all or part of the Restricted Shares.




                                      I-1
<PAGE>


EXHIBIT A

                                NOBLE CORPORATION

                                ESCROW AGREEMENT
                  FOR PERFORMANCE-VESTED RESTRICTED STOCK AWARD


         THIS ESCROW AGREEMENT, made as of the ________ day of ______________,
200____, by and among Noble Corporation, a Cayman Islands exempted company
limited by shares (the "Company"), ___________________________ ("Executive"),
and the Company, as escrow agent (the "Escrow Agent"), pursuant to a Performance
Restricted Stock Agreement dated of even date herewith (the "Restricted Stock
Agreement") between the Company and Executive;

                              W I T N E S S E T H:

         WHEREAS, the Company and Executive desire the Escrow Agent to serve as
Escrow Agent for the Deposit Shares (as hereinafter defined) as contemplated by
Section 1 of the Restricted Stock Agreement, and the Escrow Agent is willing to
serve as Escrow Agent pursuant to the provisions hereof; and

         WHEREAS, the Restricted Stock Agreement requires that an Escrow
Agreement in the form hereof be entered into by the parties hereto;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         1. Defined Terms. Each capitalized term used herein and not otherwise
defined shall have the meaning accorded thereto in the Restricted Stock
Agreement.

         2. Deposit of Shares. In order to enforce the restrictions, terms and
conditions, including forfeiture, applicable to the Award of Restricted Shares
to Executive pursuant to the Restricted Stock Agreement, concurrent with the
signing of the Restricted Stock Agreement, Executive has deposited or caused to
be deposited with the Escrow Agent the Restricted Shares, together with stock
powers duly endorsed in blank by Executive. The shares so deposited with the
Escrow Agent and such stock powers are referred to herein collectively as the
"Deposit Shares." The Deposit Shares shall be registered in the name of
Executive.

         3. Term. The Deposit Shares shall be held by the Escrow Agent in
accordance with the terms of this Agreement from the date of deposit until the
Deposit Shares have been disposed of by Escrow Agent in accordance with this
Agreement.



                                      A-1
<PAGE>

         4. Disposition of the Deposit Shares.

         (a) Upon receipt by the Escrow Agent at any time of joint written
instructions from the Committee and Executive, the Escrow Agent will deliver the
Deposit Shares in accordance with such instructions.

         (b) Upon receipt by Escrow Agent of the Committee's notice that (i) a
number of the Restricted Shares specified in such notice has become vested in
Executive (the "Vested Shares") and a number of the Restricted Shares specified
in such notice has been forfeited by Executive (the "Forfeited Shares"), (ii)
Executive is entitled to delivery of the Vested Shares pursuant to the
Restricted Stock Agreement and the Company is entitled to delivery of the
Forfeited Shares pursuant to the Restricted Stock Agreement and (iii) the
certificate representing the Deposit Shares, together with the stock powers duly
endorsed in blank by Executive, should be delivered to the Company, Escrow Agent
shall promptly deliver the certificate representing the Deposit Shares and such
stock powers to the Company. The Company shall then cause a new certificate to
be issued for any Vested Shares to be delivered to Executive and any Forfeited
Shares to be delivered to the Company for cancellation.

         (c) The Escrow Agent shall not be required to inquire or make any
investigation beyond the bounds of this Escrow Agreement in delivering all or
any of the Deposit Shares.

         5. Certain Agreements of the Company and Executive.

         (a) The Company agrees with Executive to give the Escrow Agent prompt
notice in accordance with Section 4(b) of this Escrow Agreement in the event of
vesting of all or any of the Deposit Shares pursuant to the Restricted Stock
Agreement.

         (b) Executive acknowledges (i) that the disposition of the Deposit
Shares pursuant to Section 4(b) of this Escrow Agreement may be made upon the
unilateral action of the Committee, (ii) that even in the event Executive
disagrees with the Committee's notice or makes objection to the Escrow Agent
with respect thereto, the Escrow Agent shall nevertheless be required to dispose
of the Deposit Shares in accordance with the Committee's notice and (iii) that
any claim or remedy with respect to any dispute Executive has concerning the
delivery of all or any of the Deposit Shares to the Company pursuant to this
Escrow Agreement or otherwise concerning the Restricted Stock Agreement shall be
raised only against the Company so long as the Escrow Agent acts in good faith.



                                      A-2
<PAGE>

         (c) The Company and Executive hereby jointly and severally agree to
indemnify, defend and hold harmless the Escrow Agent from and against any and
all losses, damages, liabilities and expenses that may be incurred by the Escrow
Agent arising out of or in connection with its performance of its duties as
Escrow Agent hereunder in accordance with the terms hereof, including any legal
costs and expenses of defending itself against any claims or liabilities,
including, without limitation, its good faith disbursement of Deposit Shares
pursuant to this Escrow Agreement.

         6. Escrow Agent.

         (a) The Escrow Agent shall not be required to use its own funds in the
performance of any of its duties, or in the exercise of any of its rights or
powers, with respect to the Deposit Shares.

         (b) The Escrow Agent may confer with its counsel with respect to any
question relating to its duties or responsibilities hereunder and it shall not
be liable for any act done or omitted by it in good faith on advice of counsel.
It shall be protected in acting upon any certificate, statement, request,
consent, agreement or other instrument whatsoever (not only as to its due
execution or the validity and effectiveness of its provisions, but also as to
the truth and acceptability of any information therein contained) which it shall
in good faith believe to be valid and to have been signed or presented by a
proper person or persons. The Escrow Agent shall not be bound by any notice of a
claim, or demand with respect thereto, or any waiver, modification, amendment,
termination or rescission of this Escrow Agreement, unless in writing received
by it, and if the duties of the Escrow Agent herein are affected, unless it
shall have given its prior written consent thereto. The Escrow Agent shall not
be liable or responsible for anything done or omitted to be done by it in good
faith, it being understood that its liability hereunder shall be limited solely
to gross negligence or willful misconduct on its part.

         7. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if directed in the manner specified below, to
the parties at the following addresses and numbers:

         (a) If to the Company, when delivered by hand, confirmed fax or mail
(registered or certified mail with postage prepaid) to:

                           Noble Corporation
                           13135 S. Dairy Ashford, Suite 800
                           Sugar Land, Texas  77478
                           Attention:  Chief Executive Officer
                           Fax:  281-491-2398



                                      A-3
<PAGE>

                           With a copy to:

                           Chairman of Compensation Committee
                           c/o Noble Corporation
                           13135 S. Dairy Ashford, Suite 800
                           Sugar Land, Texas  77478
                           Fax:  281-276-6316


         (b) If to Executive, when delivered by hand, confirmed fax or mail
(registered or certified mail with postage prepaid) to:

                           The address and number, if any, set forth opposite
                           Executive's signature on the Restricted Stock
                           Agreement

         (c) If to the Escrow Agent, when delivered by hand, confirmed fax or
mail (registered or certified mail with postage prepaid) to:

                           Noble Corporation
                           13135 S. Dairy Ashford, Suite 800
                           Sugar Land, Texas  77478
                           Attention: Escrow - Restricted Stock Award
                           Fax:  281-276-6316

Any party may at any time give to the others notice in writing of any change of
address of the party giving such notice and from and after the giving of such
notice the address or addresses therein specified will be deemed to be the
address of such party for the purposes of giving notice hereunder.

         8. Assignment; Binding Effect. This Escrow Agreement is not assignable
by the Escrow Agent and shall be binding upon and inure to the benefit of the
parties hereto, and their respective heirs, personal representatives, successors
and permitted assigns.

         9. Governing Law. This Escrow Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Texas,
without regard to the principles of conflicts of laws thereof, except to the
extent Texas law is preempted by Federal law of the United States or by the laws
of the Cayman Islands.

         10. Termination. This Escrow Agreement shall be terminated only upon
the delivery of all the Deposit Shares either to Executive as Vested Shares or
to the Company as Forfeited Shares, as the case may be, in accordance with the
provisions hereof.



                                      A-4
<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as
of the date first above written.


                                           NOBLE CORPORATION


                                           By:
                                              ----------------------------------
                                           Name:
                                           Title:


                                           Name of Executive:

                                           NOBLE CORPORATION,
                                           as Escrow Agent


                                           By:
                                              ----------------------------------
                                           Name:
                                           Title:


                                      A-5