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                                                                    EXHIBIT 10.1

                                  GLOBALSANTAFE
                          EMPLOYEE SHARE PURCHASE PLAN

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                             AS AMENDED AND RESTATED
                             EFFECTIVE MARCH 4, 2003

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                                  GLOBALSANTAFE
                          EMPLOYEE SHARE PURCHASE PLAN
                (AS AMENDED AND RESTATED EFFECTIVE MARCH 4, 2003)

1.       Purpose. The GlobalSantaFe Corporation Employee Share Purchase Plan
(the "Plan"), formerly the Santa Fe International Corporation 1997 Employee
Share Purchase Plan, was established effective June 13, 1997 by GlobalSantaFe
Corporation, formerly Santa Fe International Corporation (the "Company") for the
purpose of furnishing to eligible employees an incentive to advance the best
interests of the Company by providing a formal program whereby they voluntarily
may purchase Ordinary Shares of the Company at a favorable price and upon
favorable terms.

2.       Eligibility.

         (a)      Subject to Section 2(b), all employees of the Company and
                  those employees who are employed by the subsidiaries of the
                  Company listed on Exhibit A (which may be amended by the
                  Benefits Executive Committee) shall be eligible to participate
                  in the Plan.

         (b)      No option shall be granted under the Plan to an employee if
                  (1) such employee, immediately after the option is granted,
                  owns shares (as defined by Sections 423(b)(3) and 425(d) of
                  the Internal Revenue Code of 1986, as amended) possessing 5%
                  or more of the total combined voting power or value of all
                  classes of shares of the Company or of any of its
                  subsidiaries, (2) such employee is not permitted to
                  participate in the Plan pursuant to the applicable law of a
                  foreign jurisdiction, (3) suspension is required pursuant to
                  Section 401(k) of the Internal Revenue Code of 1986 because of
                  a hardship withdrawal from a plan described in Section 401(k),
                  (4) such employee's customary employment is 20 hours a week or
                  less, (5) such employee has not been employed for 90 days, or
                  (6) such employee's customary employment is not for more than
                  five months in any calendar year.

                  Notwithstanding the foregoing, with respect to Sections
         2(b)(4) and 2(b)(6) above, no employee of the Company or of the
         subsidiaries which have adopted this Plan, shall be denied eligibility
         to participate in this Plan on the basis of the criteria set forth
         therein, if such denial of eligibility would result in the violation of
         any local law, statute or regulation applicable to such employee.

3.       Shares Subject to the Plan. Subject to the provisions of Section 10
(relating to adjustment upon changes in shares), the shares which may be sold
pursuant to options under the Plan shall not exceed in the aggregate 2,145,000
Ordinary Shares, par value $0.01 per share, and may be unissued shares or
reacquired shares or shares bought on the market for purposes of the Plan.

4.       Grant of Options.

         (a)      General Statement; "date of grant"; "option period"; "date of
                  exercise": Following the effective date of the Plan and
                  continuing while the Plan remains in force, the

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                  Company may offer options under the Plan to all eligible
                  employees ("Optionees") to purchase Ordinary Shares of the
                  Company. These options may be granted no more than once each
                  year on a date to be determined by the Benefits Administrative
                  Committee (each of such dates is hereinafter referred to as
                  "date of grant"). The term of each option is 12 months (the
                  "option period") ending on the last day of the option period
                  (each of such dates is hereinafter referred to as "date of
                  exercise"). The number of Ordinary Shares subject to each
                  option shall be the quotient of the payroll deductions
                  authorized by each participant in accordance with Section 4(b)
                  extended for the option period divided by the "option price"
                  of the Shares, as defined in Section 5(b), including
                  fractions.

         (b)      Election to Participate: Payroll Deduction Authorization.
                  Except as provided in Section 4(f), an eligible employee may
                  participate in the Plan only by means of payroll deduction.
                  Except as provided in Section 4(g), each eligible employee who
                  elects to participate in the Plan shall deliver to the Company
                  during the calendar month next preceding a date of grant a
                  written payroll deduction authorization in a form prepared by
                  the Company whereby he or she gives notice of his or her
                  election to participate in the Plan as of the next following
                  date of grant, and whereby he or she designates a stated
                  amount to be deducted from his or her compensation on each
                  payday and paid into the Plan for his or her account. The
                  stated amount may not be less than a sum which will result in
                  the payment into the Plan of at least $5.00 each period. The
                  stated amount shall be a whole percent of "eligible
                  compensation" (as defined in Section 4(d)) and such whole
                  percent may not exceed 10% of such "eligible compensation";
                  provided further, that such amount shall not, in any event,
                  exceed the limitation set forth in Section 423(b) of the Code.
                  Should any amounts be deducted from an employee's "eligible
                  compensation" in excess of the limitation set forth in Section
                  423(b) of the Code, such amounts shall be refunded to the
                  employee, without interest, as soon as practicable after such
                  deduction.

         (c)      Changes in Payroll Authorization. Except as provided in
                  Section 6, the payroll deduction authorization referred to in
                  Section 4(b) may not be changed during the option period.

         (d)      "Eligible Compensation" Defined. The term "eligible
                  compensation" means regular base rate of pay as determined by
                  the Company (prior to any reductions for Section 401(k) or
                  Section 125 plans) on the date of grant. If an employee elects
                  a percentage of compensation be withheld pursuant to
                  subparagraph (b), eligible compensation shall be adjusted for
                  any changes in such regular base rate of pay during the grant
                  year. "Eligible compensation" does not include management
                  incentives and bonuses, extended work-week premiums, or other
                  special payments, fees, or allowances.

         (e)      Limitation. No employee shall be permitted to purchase
                  Ordinary Shares under the Plan or under any other employee
                  share purchase plan of the Company (other than the 1997 Long
                  Term Incentive Plan) or of any of its subsidiaries at a rate
                  which exceeds the maximum amount permitted under Section
                  423(b) of the Code in fair market value of Ordinary Shares
                  (determined at the time the option is granted).

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         (f)      Leaves of Absence. During leaves of absence approved by the
                  Company and meeting the requirements of Regulation
                  1.421-7(h)(2) of the Internal Revenue Service, a participant
                  may continue participation in the Plan by cash payments to the
                  Company on his or her normal paydays equal to the reduction in
                  his or her payroll deductions caused by his or her leave.

         (g)      Continue Election. A participant (i) who has elected to
                  participate in the Plan pursuant to Section 4(b) as of a date
                  of grant and (ii) who takes no action to change or revoke such
                  election as of the next following date of grant and/or as of
                  any subsequent date of grant during the calendar month next
                  preceding any such respective date of grant shall be deemed to
                  have made the same election, including the same attendant
                  payroll deduction authorization, for such next following
                  and/or subsequent date(s) of grant as was in effect for the
                  date of grant for which he or she made such election to
                  participate.

5.       Exercise of Options.

         (a)      General Statement. Each eligible employee who is a participant
                  in the Plan automatically and without any act on his or her
                  part will be deemed to have exercised his or her option on
                  each date of exercise to the extent that the cash balance then
                  in his or her account under the Plan is sufficient to purchase
                  at the "option price" (as defined in Section 5(b)) whole and
                  fractional Ordinary Shares.

         (b)      "Option Price" Defined. The option price per Ordinary Share to
                  be paid by each optionee on each exercise of his or her option
                  shall be equal to 85% of the fair market value of the Ordinary
                  Shares subject to the Plan on the date of exercise or on the
                  date of grant, whichever amount is lesser. Fair market value
                  of the Ordinary Shares on the date of exercise or, as the case
                  may be, on the date of grant shall be the per share price of
                  the last sale of such Ordinary Shares on the Composite Tape
                  prior to such date.

         (c)      Delivery of Share Certificates. Upon date of exercise, the
                  Company shall deliver to the Company's transfer agent, as
                  custodian, a certificate representing the total number of
                  whole shares of the Ordinary Shares respecting exercised
                  options in the aggregate (for both whole and fractional
                  shares) of all the eligible employees hereunder. Any remaining
                  amount representing a fractional share which may not be
                  certificated shall be carried forward to the next exercise
                  date for certification as part of a whole share or the cash
                  value of such fractional share shall be deposited in the
                  individual participant's Company share account. Such custodian
                  shall keep accurate records of the beneficial interests of
                  each eligible employee in each such certificate by means of a
                  Company share account, and shall provide each eligible
                  employee with quarterly statements reflecting all activity in
                  such Company share account. As soon as practicable following a
                  participant's termination of employment with the Company for
                  any reason, or earlier written request, the custodian shall
                  deliver to such participant a certificate issued in his or her
                  name representing the aggregate whole number of Ordinary
                  Shares purchased pursuant to the exercise of such
                  participant's options under the Plan. At the time of
                  distribution of such certificate, any fractional share in such
                  participant's Company share account shall be converted to cash
                  which shall be refunded to such participant. In the event the
                  Company is required to obtain from any commission or agency
                  authority to issue any such certificate, the Company

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                  will seek to obtain such authority. The inability of the
                  Company to obtain from any such commission or agency authority
                  which counsel for the Company deems necessary for the lawful
                  issuance of any such certificate shall relieve the Company
                  from liability to any participant in the Plan except to return
                  to him the amount of the balance in his or her account.

6.       Withdrawal from the Plan. Any participant may withdraw in whole from
the Plan at any time. A participant who wishes to withdraw from the Plan must
deliver to the Company a notice of withdrawal on a form prepared by the Company.
The Company, promptly following the time when the notice of withdrawal is
delivered, will refund to the participant the amount of the cash balance in his
or her account under the Plan; and thereupon, automatically and without any
further act on his or her part, his or her payroll deduction authorization and
his or her interest in unexercised options under the Plan shall terminate. A
participant shall be deemed to have withdrawn from the Plan if he no longer
meets the eligibility requirements for participation set forth in Section 2(b).

7.       Termination of Employment.

         (a)      Termination Other than by Involuntary Temporary Layoff, Total
                  Disability, Retirement or Death. If the employment of a
                  participant terminates other than by "Involuntary Temporary
                  Layoff" as defined in this Section 7, retirement as described
                  in Section 7, total disability (as determined by the Company)
                  or death, his or her participation in the Plan shall
                  automatically and without any act on his or her part terminate
                  as of the date of the termination of his or her employment.
                  The Company shall thereafter promptly refund to the
                  participant the amount of the cash balance in his or her
                  account under the Plan, and thereupon such participant's
                  interest in the unexercised options under the Plan shall
                  terminate.

         (b)      Termination by Retirement, Involuntary Temporary Layoff or
                  Total Disability. If, on or after the day that is three months
                  before the date of exercise, a participant suffers an
                  Involuntary Temporary Layoff, is terminated by the Company as
                  a result of total disability or retires on or after his or her
                  Normal, Early or Late Retirement Date (as such terms are
                  defined in the Pension Plan for the employees of the Company),
                  the participant may in conjunction with such Involuntary
                  Temporary Layoff, retirement or termination on account of
                  total disability, by written notice to the Company, exercise
                  his or her options. In such event the Company shall retain the
                  cash balance in the participant's account under the Plan and
                  apply such balance on the date of exercise to the purchase at
                  the option price of Ordinary Shares, including fractions.
                  Alternatively the participant may at that time by written
                  notice to the Company, request payment of the cash balance in
                  his or her account under the Plan, in which event the Company
                  shall promptly make such payment to the participant and
                  thereupon the participant's interest in unexercised options
                  under the Plan shall terminate. If the participant elects to
                  exercise his or her option, the date of exercise for the
                  purpose of computing the amount of the purchase price of the
                  Ordinary Shares shall be the date of exercise as set forth in
                  Section 4(a).

                  If a participant suffers an Involuntary Temporary Layoff, is
                  terminated by the Company on account of a total disability or
                  retires prior to the day that is three months before the date
                  of exercise, the Company promptly will pay the balance

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                  of the participant's account under the plan to him or her and
                  thereupon the participant's interest in the unexercised
                  options under the Plan shall terminate.

                  For purposes of this Section 7 the term "Involuntary Temporary
                  Layoff" shall mean an involuntary termination of employment,
                  initiated by the Company, in which termination results solely
                  from a temporary cessation of operations, but only if the
                  affected employee is expected to return to work within 180
                  days of such layoff.

         (c)      Termination by Death. If the employment of a participant is
                  terminated by his or her death on or after three months before
                  the date of exercise, the executor of his or her will or the
                  administrator of his or her estate by written notice to the
                  Company may either (i) exercise his or her option as of the
                  date of his or her death, in which event the Company shall
                  apply the cash balance in his or her account under the Plan at
                  that time to the purchase at the option price of the Ordinary
                  Shares, including fractions, or (ii) request payment of the
                  cash balance in his or her account under the Plan at that
                  time, in which event the Company promptly shall make such
                  payment, and thereupon his or her interest in unexercised
                  options under the Plan shall terminate. If the option is
                  exercised, the date of exercise for the purpose of computing
                  the amount of the purchase price of the Ordinary Shares shall
                  be the date of exercise set forth in Section 4(a). If the
                  Company does not receive such notice within 90 days of the
                  participant's death, the participant's representative shall be
                  conclusively presumed to have elected alternative (ii) above
                  and requested the payment of the cash balance of his or her
                  account.

                  If the employment of the participant is terminated by his or
                  her death prior to the day that is three months before the
                  date of exercise, the Company promptly will pay the balance of
                  the participant's account under the Plan to him or her and
                  thereupon his or her interest in the unexercised options under
                  the Plan shall terminate.

8.       Restriction Upon Assignment. An option granted under the Plan shall not
be transferable otherwise than by will or the laws of descent and distribution,
and is exercisable during the Optionee's lifetime only by him or her. An option
may not be exercised to any extent except by the Optionee. The Company will not
recognize and shall be under no duty to recognize assignment or purported
assignment by an Optionee of his or her option or of any rights under his or her
option.

9.       No Rights of Shareholder Until Exercise. With respect to Ordinary
Shares subject to an option, an Optionee shall not be deemed to be a
shareholder. An Optionee shall not have the rights and privileges of a
shareholder until exercise of his or her options. With respect to an Optionee's
beneficial interest in his or her Company share account, the custodian shall pay
the Optionee any cash dividends attributable thereto as soon as practicable
following the receipt thereof and shall, in accordance with procedures adopted
by the custodian, facilitate the Optionee's exercise of voting rights
attributable thereto.

10.      Changes in Shares; Adjustments. Whenever any change is made in the
Ordinary Shares subject to the Plan or subject to options outstanding under the
Plan, by reason of stock dividend or by reason of subdivision, combinations, or
reclassification of shares, appropriate action will be taken by the Board of
Directors to adjust accordingly the number of Ordinary

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Shares subject to the Plan and the option price and number of Ordinary Shares
subject to options outstanding under the Plan.

11.      Use of Funds; No Interest Paid. All funds received or held by the
Company under the Plan will be included in the general funds of the Company free
of any trust or other restriction, and may be used for any corporate purpose.

No interest will be paid to any participant or credited to his or her account
under the Plan.

12.      Amendment of Plan; Administration by the Benefits Administrative
Committee. The Board of Directors of the Company (the "Board") has the power to
make any and all amendments to the Plan and may terminate the Plan. The Board
reserves the right to delegate to the Benefits Executive Committee its power of
amendment; provided, however, that any amendment of the Plan that requires
shareholder approval must be authorized by the Board. The delegation of
amendment powers may include the power to amend from time to time the
subsidiaries of the Company listed in Exhibit A.

The Benefits Administrative Committee, as established by GlobalSantaFe Corporate
Services Inc., shall be the administrator of the Plan and shall have the power
to make, amend and repeal rules and regulations for the interpretation and
administration of the Plan. The Benefits Administrative Committee shall have
full and complete power to interpret and construe the Plan; except as required
by law, its decisions shall be final and binding on all parties.

13.      Tax Withholding. The Benefits Administrative Committee may make such
provisions as it may deem appropriate for the withholding of any taxes which it
determines is required in connection with the purchase of Ordinary Shares under
the Plan.

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                                                                       EXHIBIT A

[The current list of the subsidiaries of the Company whose employees shall be
eligible to participate in the Plan, as amended by the Benefits Executive
Committee, is maintained by and may be obtained from the Company's Benefits
Department, 15375 Memorial Drive, Houston, Texas 77079-4101.]