**Exhibit 10.36**

 

**Second Amendment**

**To**

**The Global Marine Benefit Equalization Retirement Trust**

**To Be Renamed**

**GlobalSantaFe Pension Equalization Plan Trust**

 

**THIS AGREEMENT** is made and entered into effective as of January 1,2004, by and between GLOBALSANTAFE CORPORATE SERVICES INC. (formerly named Global Marine Corporate Services Inc.) (the “Company”) and SEI TRUST COMPANY, a Pennsylvania trust company having its principal place of business in Oaks,Pennsylvania (the “Trustee”). 

 

**WITNESSETH:**

 

**WHEREAS**, by that certain instrument dated effectiveas of January 1, 1990, by and between the Company and Texas Commerce Bank, N.A., a national banking association, the Company established the Global Marine Benefit Equalization Retirement Trust (together with any amendments thereafter, the“Trust”) for the purpose of holding the assets accumulated under the Global Marine Benefit Equalization Retirement Plan, as adopted effective as of January 1, 1990, and as thereafter amended (said plan, together with any amendments theretohereinafter referred to as the “Plan”), and to provide for the investment and administration of such assets; and 

 

**WHEREAS**, by the First Amendment and Appointment of Successor Trustee under the Global Marine Benefit Equalization Retirement Trust, entered into asof June 1, 1999 (the “First Amendment”), the Trustee was appointed as the successor trustee to the Trust; and 

 

**WHEREAS**, the Company’s parent, Global Marine Inc. merged with and into a subsidiary of Santa Fe International Corporation (“SFIC”)in November 2001, with SFIC being renamed GlobalSantaFe Corporation (“GlobalSantaFe”); and 

 

**WHEREAS,** in conjunction with the merger, pursuant to Section 7.14(c) of the Agreement and Plan of Merger, dated as of August 31, 2001, among theGlobalSantaFe Corporation, Silver Sub, Inc., Gold Merger Sub, Inc. and Global Marine Inc. (the “Merger Agreement”) authorized the prompt integration of the parties’ compensation and benefit plans; and 

 

**WHEREAS**, prior to said merger, SFIC sponsored the Equity RestorationPlan of Santa Fe International Corporation, originally effective as of December 31, 1993 (together with any amendments thereafter, the “Legacy SFIC Plan”); and 

 

**WHEREAS**, as a result of the aforesaid merger and in accordance with the Merger Agreement, the Legacy SFIC Plan wasmerged into the Plan; and 

 

**WHEREAS**, the Company desires to merge the trust of the Legacy SFIC Plan into this Trust andfurther amend this Trust as deemed necessary to reflect the changes as a result of the corporate and plan mergers. 

 

**NOW THEREFORE**, effective as of January 1, 2004, the parties do hereby amend the Trust as set forth below as follows, but all other sections of theTrust shall remain in full force and effect: 

 

A. The Trust is renamed theGlobalSantaFe Pension Equalization Plan Trust. 

 

B. The following definitionsunder Article 1 of the Plan are hereby amended as follows: 

 

“1.3 Company: GlobalSantaFe Corporate Services Inc. and its successors.” 

 

“1.9 Plan: The GlobalSantaFe Pension Equalization Plan.” 

 

C. Section 8.3 of the Plan is hereby amended to read in its entirety as follows: 

 

“8.3 Compensation of Trustee: The Trustee shall receive, fromthe Trust, compensation for its services in implementing the Trust as set forth in Exhibit II hereto.” 

 

D. Section 10.1 (b) of the Plan is hereby deleted in its entirety. 

 

E. Part A of Exhibit II of the Plan is hereby amended to read in its entirety as follows: 

 

“A. Trustee Fees: Fees shall be paid by the Trust in accordance the schedule of fees agreed upon between the Company and the Trustee,a copy of which has been provided to the Company.” 

 

F. The First Amendmentto the Plan is hereby amended so that all references to “SEI Trust Company” under the First Amendment shall mean, on and after January 2, 2001, “SEI Private Trust Company, a limited purpose federal savings bank regulated by the Officeof Thrift Supervision”. 

 

**The Company hereby certifiesand warrants that it has complied with the terms of this Trust and the trust of the Equity Restoration Plan of Santa Fe International Corporation prior to or upon effecting the changes in this Second Amendment.**

 

**IN WITNESS WHEREOF**, the Company and the Trustee, by their dulyauthorized officers, have executed this instrument in multiple counterparts, each of which shall have the same force and effect of an original, but all of which shall together 

 

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constitute one and the same instrument, on the March 16, 2004, but effective as of the day and year first stated above. 

 
**GlobalSantaFe Corporate Services Inc.**
By:
 
/s/ Charles M. Striedel

Title:
 
Charles M. Striedel, President

Date:
 
March 16, 2004
**SEI Private Trust Company**
By:
 
/s/ RG Muse

Title:
 
Vice President

Date:
 
March 18, 2004

 

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