exv10w2






EXHIBIT 10.2




ASSUMPTION AGREEMENT




     This Assumption Agreement (the “Agreement”) is made effective as of March 26, 2009 (the
“Effective Date”), by and between Noble Corporation, a company organized under the laws of the
Cayman Islands (“Noble-Cayman”), and Noble Corporation, a Swiss corporation (“Noble-Switzerland”).



RECITALS




     WHEREAS, Noble-Cayman has entered into agreements guaranteeing the performance of certain
subsidiaries of Noble-Cayman under employment agreements entered into between those subsidiaries
and certain of Noble-Cayman’s and/or such subsidiaries’ executive officers and key employees
(collectively, the “Guaranty Agreements”);



     WHEREAS, each of the Guaranty Agreements and each of the related employment agreements
(collectively and as amended, the “Employment Agreements”), as in effect as of the date of this
Agreement, are listed on Exhibit A hereto;



     WHEREAS, Noble-Cayman, Noble-Switzerland and Noble Cayman Acquisition, Ltd. have entered into
an Agreement and Plan of Merger, Reorganization and Consolidation dated as of December 19, 2008 (as
amended, the “Agreement and Plan of Merger”);



     WHEREAS, pursuant to the Agreement and Plan of Merger, the Employment Agreements will be
amended to (i) reflect the effect of the Agreement and Plan of Merger and related transactions and
(ii) provide that the Employment Agreements will become effective after a “change of control” of
Noble-Switzerland rather than a “change of control” of Noble-Cayman;



     WHEREAS, Noble-Switzerland desires to guarantee the performance by those subsidiaries of
Noble-Cayman who are parties to the Employment Agreements (the “Subsidiary Obligors”) of their
obligations under the Employment Agreements, and the Board of Directors of Noble-Switzerland has
determined that it is reasonable and prudent for Noble-Switzerland to deliver this Agreement and
that this Agreement is necessary to promote and ensure the best interests of Noble-Switzerland and
its shareholders; and



     WHEREAS, pursuant to Section 4.2 of the Agreement and Plan of Merger, Noble-Switzerland agreed
to assume Noble-Cayman’s obligations under the Guaranty Agreements in effect as of the Effective
Time (as defined in the Agreement and Plan of Merger).



AGREEMENT




     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Noble-Cayman and Noble-Switzerland mutually agree as follows:



     1. Assumption. Noble-Switzerland hereby assumes all of Noble-Cayman’s obligations and
liabilities of any kind, whether fixed, contingent, accrued or otherwise, under the Guaranty
Agreements. In particular, Noble-Switzerland hereby irrevocably and unconditionally



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guarantees, as primary obligor, the due and punctual performance by the Subsidiary Obligors of
their agreements and obligations, all and singular, under the Employment Agreements.




     The obligations of Noble-Switzerland hereunder shall be absolute and unconditional and shall
remain in full force and effect until the termination of each of the applicable Employment
Agreements or the complete performance by the applicable Subsidiary Obligor of its obligations
thereunder, irrespective of the validity, regularity or enforceability of such Employment
Agreement, any change or amendment thereto, the absence of any action to enforce the same, any
waiver or consent by the executive or key employee or such Subsidiary Obligor with respect to any
provision of such Employment Agreement, the recovery of any judgment against such Subsidiary
Obligor or any action to enforce the same, or any other circumstances that may otherwise constitute
a legal or equitable discharge or defense of Noble-Switzerland. Noble-Switzerland waives any right
of set-off or counterclaim it may have against the executive or key employee arising from any other
obligations the executive or key employee may have to the applicable Subsidiary Obligor,
Noble-Cayman or Noble-Switzerland.




	 	2.	 	Multiple Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
	 
	 	3.	 	Integration. The parties hereto agree that this Agreement contains the
entire understanding between the parties hereto relating to the subject matter hereof.
	 
	 	4.	 	Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of Texas.





[Balance of page left intentionally blank; signature page follows.]




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



	 	 	 	 	 
	 	NOBLE CORPORATION

a company organized under the laws of

the Cayman Islands

 	 
	 	By:  	/s/ William E. Turcotte 	 
	 	 	William E. Turcotte 	 
	 	 	Senior Vice President and General Counsel 	 
	 
	 	NOBLE CORPORATION

a Swiss corporation

 	 
	 	By:  	/s/ Alan R. Hay 	 
	 	 	Alan R. Hay 	 
	 	 	Director 	 
	 




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Exhibit A




	 	 	 
	Guaranty	 	Employment Agreement
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment Agreement by and between Noble
Drilling Services Inc. and David W.
Williams dated December 30, 2008
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment Agreement by and between Noble
Drilling Services Inc. and Thomas L.
Mitchell dated December 30, 2008
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment Agreement by and between Noble
Drilling Services Inc. and Julie J.
Robertson dated December 30, 2008
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment Agreement by and between Noble
Drilling Services Inc. and William E.
Turcotte dated December 30, 2008
	 
	 	 
	Guaranty dated December 29, 2008

	 	Employment Agreement by and between Noble
Drilling Services Inc. and William C.
Hoffman dated December 29, 2008
	 
	 	 
	Guaranty dated December 29, 2008

	 	Employment Agreement by and between Noble
Drilling Services Inc. and Lee M.
Ahlstrom dated December 29, 2008
	 
	 	 
	Guaranty dated December 29, 2008

	 	Employment Agreement by and between Noble
Drilling Services Inc. and Ross W. Gallup
dated December 29, 2008
	 
	 	 
	Guaranty dated December 29, 2008

	 	Employment Agreement by and between Noble
Drilling Services Inc. and Scott W. Marks
dated December 29, 2008
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment Agreement by and between Noble
International Limited and Gene V. House
dated December 30, 2008
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment agreement by and between Noble
International Limited and William C.
Yester dated December 30, 2008
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment agreement by and between Noble
International Limited and James J.
Ruehlen dated December 30, 2008
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment agreement by and between Noble
International Limited and Eelke S.
Strikwerda dated December 30, 2008
	 
	 	 
	Guaranty dated December 30, 2008

	 	Employment agreement by and between Noble
Drilling (Canada) Ltd. and Kevin D. Roche
dated December 30, 2008







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