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                                                                   EXHIBIT 10.21

                              AMENDED AND RESTATED
                                NOBLE CORPORATION
            1992 NONQUALIFIED STOCK OPTION AND RESTRICTED SHARE PLAN
                           FOR NON-EMPLOYEE DIRECTORS

                                    RECITALS

         WHEREAS, Noble Drilling Corporation, a Delaware corporation
("Noble-Delaware"), established on December 17, 1992 the Noble Drilling
Corporation 1992 Nonqualified Stock Option Plan for Non-Employee Directors;

         WHEREAS, Noble Corporation, a Cayman Islands exempted company limited
by shares (the "Company"), has previously assumed such plan (as amended and
restated prior to the date hereof, the "Original Plan") in connection with the
corporate restructuring of Noble-Delaware;

         WHEREAS, it is the purpose of the Original Plan to promote the
interests of the Company and its members by attracting, retaining and
stimulating the performance of qualified non-employee directors by giving them
the opportunity to acquire a proprietary interest in the Company and an
increased personal interest in its continued success and progress;

         WHEREAS, pursuant to the provisions of Section 5.01 of the Original
Plan, the Board of Directors of the Company may amend the Original Plan;

         WHEREAS, the rules of the New York Stock Exchange (which are applicable
to the Company) require that certain amendments of equity-compensation plans of
listed companies be submitted to members for their approval; and

         WHEREAS, the Board of Directors of the Company has determined that it
is advisable to amend and restate the Original Plan, that such amendment and
restatement of the Original Plan is appropriate and in the best interests of the
Company and its members and that such amendment and restatement shall be
submitted to the members of the Company for their approval in accordance with
the rules of the New York Stock Exchange and the articles of association of the
Company;

         NOW THEREFORE, the Company does hereby amend and restate the Original
Plan, subject to member approval, as follows:

                                    ARTICLE I

                                     GENERAL

         1.01 Definitions. As used herein the following terms shall have the
following meanings:

                  (a) "Award Date" means the next business day after each annual
         general meeting of members of the Company occurring after the Effective
         Date.

                  (b) "Board" means the Board of Directors of the Company.

                  (c) "Code" means the United States Internal Revenue Code of
         1986, as amended.

                  (d) "Company" means Noble Corporation, a Cayman Islands
         exempted company limited by shares, and its successors.

                  (e) "Director" means a member of the Board and does not
         include any person named as a director emeritus pursuant to the
         articles of association of the Company.

                  (f) "Effective Date" means February 4, 2005, the date of
         adoption of the Plan by the Board, subject to member approval.


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                  (g) "Employee" means any employee of the Company or any parent
         or subsidiary corporation of the Company within the meaning of Sections
         424(e) and (f) of the Code.

                  (h) "Fair Market Value" means (1) the average of the closing
         sales prices of the Ordinary Shares for the 10 business days
         immediately preceding the date in question, as reported on a national
         securities exchange (if the Ordinary Shares are listed for trading on
         such exchange) or as reported of the NASDAQ National Market (if the
         Ordinary Shares are not listed for trading on a national securities
         exchange), or (2) if the Ordinary Shares are not listed for trading on
         a national securities exchange or is not listed as a national market
         security of NASDAQ or any similar system then in use, then the average
         of the mean between the bid and asked prices of the Ordinary Shares for
         the 10 business days immediately preceding the date in question, as
         reported by the National Association of Securities Dealers, Inc. Such
         closing sales prices shall be appropriately adjusted to take into
         account any share dividend, split or combination with respect to the
         Ordinary Shares that occurs within such 10 business day period.

                  (i) "Immediate Family Members" means the spouse, former
         spouse, children (including stepchildren) or grandchildren of an
         individual.

                  (j) "Initial Award" shall have the meaning assigned to such
         term in Section 3.02(b) hereof.

                  (k) "Non-Employee Director" shall mean an individual who (1)
         is now, or hereafter becomes, a Director by virtue of an election (a)
         by the members of the Company, or (b) to the extent permitted under
         applicable law and the articles of association of the Company, by the
         Board for the purpose of filling a vacancy on the Board resulting from
         the death, disability, resignation, removal or retirement of a Director
         or from an increase in the number of persons constituting the entire
         Board, (2) is neither an Employee nor an officer of the Company (i.e.,
         an individual elected or appointed by the Board or chosen in such other
         manner as may be prescribed in the articles of association of the
         Company to serve as such) and (3) has not elected to decline to
         participate in the Plan with respect to a particular Option or award of
         Restricted Shares pursuant to Section 1.03 hereof.

                  (l) "Option" means any option to purchase Ordinary Shares
         granted pursuant to the Plan.

                  (m) "Optionee" means a Non-Employee Director who has been
         granted an Option.

                  (n) "Option Period" shall have the meaning assigned to such
         term in Section 3.02(d) hereof.

                  (o) "Ordinary Shares" means the Ordinary Shares, par value
         US$0.10 per share, of the Company.

                  (p) "Plan" shall mean this Amended and Restated Noble
         Corporation 1992 Nonqualified Stock Option and Restricted Share Plan
         for Non-Employee Directors, as it may be amended from time to time.

                  (q) "Restricted Shares" means Ordinary Shares issued or
         transferred pursuant to Article IV hereof.

                  (r) "Vesting Period" shall have the meaning assigned to such
         term in Section 4.02(d) hereof.

         1.02 Options. The Options shall be options that are not qualified as
"incentive stock options" under Section 422 of the Code.

         1.03 Election to Not Participate in Grants or Awards. A Director
otherwise eligible to participate in the Plan may elect to decline to accept any
Option or award of Restricted Shares by giving notice thereof to the Company, or
(i) in the case of an Option, by refusing to execute a share option agreement
relating to such Option, or (ii) in the case of an award of Restricted Shares,
by refusing to execute a restricted share agreement relating to such award.

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                                   ARTICLE II

                                 ADMINISTRATION

         The Plan shall be administered by the Board. The Board shall have no
authority, discretion or power to select the Non-Employee Directors who will
receive Options or Restricted Shares or to set the number of shares to be
covered by each Option or the number of Restricted Shares covered by each award.
The Board shall have no authority, discretion or power to set the exercise price
or the period within which Options may be exercised, or to alter any other terms
or conditions specified herein, except in the sense of administering the Plan
subject to the express provisions hereof, including Section 6.01.

         Subject to the foregoing limitations, the Board shall have authority
and power to adopt such rules and regulations and to take such action as it
shall consider necessary or advisable for the administration of the Plan, and to
construe, interpret and administer the Plan. The decisions of the Board relating
to the Plan shall be final and binding upon the Company, the Non-Employee
Directors, the Optionees, the holders of Restricted Shares and all other
persons. No member of the Board shall incur any liability by reason of any
action or determination made in good faith with respect to the Plan or any share
option agreement or restricted share agreement entered into pursuant to the
Plan.

                                   ARTICLE III

                                GRANT OF OPTIONS

         3.01 Participation.  Subject to Section 1.03, each Non-Employee
Director shall be granted Options on the terms and conditions herein described.

         3.02 Share Option Agreements. Each Option shall be evidenced by a
written share option agreement, which agreement shall be entered into by the
Company and the Non-Employee Director to whom the Option is granted. Each such
agreement shall include, incorporate or conform to the following terms and
conditions, and such other terms and conditions not inconsistent therewith or
with the terms and conditions of this Plan as the Board considers appropriate in
each case:

                  (a) Grant. On each Award Date Options shall be granted
         automatically to each person who is a Non-Employee Director on such
         date.

                  (b) Number. Each Non-Employee Director who begins serving on
         the Board after the Effective Date shall automatically be granted an
         Option to purchase 10,000 Ordinary Shares on the first Award Date
         occurring after such person begins serving (the "Initial Award"). Each
         Non-Employee Director serving on an Award Date, and who is not entitled
         to receive an Initial Award on such date in accordance with the
         preceding sentence, shall automatically be granted, as of such date, an
         Option to purchase 2,000 Ordinary Shares.

                  (c) Price. The exercise price under each Option shall be the
         Fair Market Value per Ordinary Share on the Award Date of such Option.

                  (d) Option Period. Each Option shall be exercisable from time
         to time over a period (i) commencing upon the earlier of (A) the date
         that is one year following the Award Date of such Option and (B) the
         day immediately prior to the date of the next annual general meeting of
         members occurring following such Award Date, provided that the date of
         such annual general meeting of members is at least 355 days after such
         Award Date, and (ii) ending upon the expiration of ten years from such
         Award Date (the "Option Period"), unless terminated sooner pursuant to
         the provisions described in Section 3.02(e) below.

                  (e) Termination of Services, Death, Etc. Each share option
         agreement shall provide as follows with respect to the exercise of the
         Option evidenced thereby in the event that the Optionee ceases to be a
         Director for the reasons described in this Section 3.02(e):

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                           (i) If the Optionee ceases to be a Director on
                  account of such Optionee's (a) fraud or intentional
                  misrepresentation, or (b) embezzlement, misappropriation or
                  conversion of assets or opportunities of the Company or any
                  direct or indirect majority-owned subsidiary of the Company,
                  then the Option shall automatically terminate and be of no
                  further force or effect as of the date the Optionee ceases to
                  be a Director;

                           (ii) If the Optionee shall die during the Option
                  Period while a Director (or during the additional five-year
                  period provided by paragraph (iii) of this Section 3.02(e)),
                  the Option may be exercised, to the extent that the Optionee
                  was entitled to exercise it at the date of the Optionee's
                  death, within five years after such death (if otherwise within
                  the Option Period), but not thereafter, by the executor or
                  administrator of the estate of such Optionee, or by the person
                  or persons who shall have acquired the Option directly from
                  the Optionee by bequest or inheritance; or

                           (iii) If an Optionee ceases to be a Director for any
                  reason (other than the circumstances specified in paragraphs
                  (i) and (ii) of this Section 3.02(e)) within the Option
                  Period, the Option may be exercised, to the extent the
                  Optionee was able to do so at the date of termination of the
                  directorship, within five years after such termination (if
                  otherwise within the Option Period), but not thereafter.

                  (f) Transferability. No Option shall be transferable, other
         than by will or the laws of descent and distribution, or the rules
         thereunder, or pursuant to a qualified domestic relations order as
         defined in the Code or Title I of the Employee Retirement Income
         Security Act of 1974, as amended, and may be exercised during the life
         of the Optionee only by the Optionee, except as otherwise provided
         herein below. Notwithstanding the foregoing, all or a portion of the
         Options granted to an Optionee may be transferred by such Optionee (i)
         by gift to the Immediate Family Members of such Optionee, partnerships
         whose only partners are such Optionee or the Immediate Family Members
         of such Optionee, limited liability companies whose only shareholders
         or members are such Optionee or the Immediate Family Members of such
         Optionee, and trusts established solely for the benefit of such
         Optionee or the Immediate Family Members of such Optionee, or (ii) to
         any other persons or entities in the discretion of the Board; provided,
         that subsequent transfers of transferred Options shall be prohibited
         except those in accordance with this Section (by will or the laws of
         descent and distribution). Following transfer, any such Options shall
         continue to be subject to the same terms and conditions as were
         applicable immediately prior to transfer; provided, that for purposes
         of the Plan and any share option agreement under the Plan, the term
         "Optionee" shall be deemed to refer to the transferee. The events of
         any termination of association set forth in Section 3.02(e) of the Plan
         and in the share option agreement shall continue to be applied with
         respect to the original Optionee, following which the transferred
         Options shall be exercisable by the transferee only to the extent, and
         for the periods, specified in Section 3.02(e) of the Plan and in the
         share option agreement.

                  (g) Agreement to Continue in Service. Each Optionee shall
         agree to remain in the service of the Company, at the pleasure of the
         Company's members, for a continuous period extending at least through
         the earlier of (i) the date that is one year following the Award Date
         of the Option and (ii) the day immediately prior to the date of the
         next annual general meeting of members occurring following such Award
         Date, at the retainer rate and fee schedule then in effect or at such
         changed rate or schedule as the Company from time to time may
         establish; provided, that nothing in the Plan or in any share option
         agreement evidencing an Option shall confer upon such Optionee any
         right to continue as a Director.

                  (h) Exercise, Payments, Etc. Each share option agreement
         between the Company and an Optionee shall provide that the method for
         exercising the Option evidenced thereby shall be by delivery to the
         President of the Company by United States registered or certified mail,
         postage prepaid, addressed to the Company, or by hand delivery, of
         written notice signed by the Optionee specifying the number Ordinary
         Shares with respect to which such Option is being exercised. Upon
         exercise of an Option, the purchase price for the Ordinary Shares
         purchased shall be paid in full by cash or check; provided, however,
         that at the request of an Optionee and to the extent permitted by
         applicable law, the Company shall approve reasonable arrangements with
         such Optionee and a brokerage firm under which such Optionee may
         exercise an Option by properly delivering notice of exercise, together
         with such other documents as the Company shall require, and the Company
         shall, upon payment in full by cash or check of the purchase

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         price and any other amounts due in respect of such exercise, deliver to
         such Optionee's brokerage firm one or more certificates representing
         Ordinary Shares issued in respect of such exercise.

                  Any notice given hereunder shall be deemed to be given on the
         date on which the same was deposited in a regularly maintained
         receptacle for the deposit of United States mail, addressed and sent as
         above-stated, or, in the case of hand delivery, on the date of delivery
         to the President of the Company. The proceeds of any sale of Ordinary
         Shares covered by Options shall constitute general funds of the
         Company. Upon exercise of an Option, the Optionee will be required to
         pay to the Company the amount of any federal, state or local taxes
         required by law to be withheld in connection with such exercise.

                                   ARTICLE IV

                           AWARD OF RESTRICTED SHARES

         4.01 Participation. Subject to Section 1.03 hereof, each Non-Employee
Director shall be awarded Restricted Shares on the terms and conditions herein
described.

         4.02 Restricted Share Agreements. Each Restricted Share award shall be
evidenced by a written restricted share agreement, which agreement shall be
entered into by the Company and the Non-Employee Director to whom Restricted
Shares are awarded. Each such agreement shall include, incorporate or conform to
the following terms and conditions, and such other terms and conditions not
inconsistent therewith or with the terms and conditions of this Plan as the
Board considers appropriate in each case:

                  (a) Restricted Share Awards. On each Award Date occurring
         after the Effective Date, Restricted Shares shall be awarded
         automatically to each person who is a Non-Employee Director on such
         date; provided, however, that no such award shall be made to a
         Non-Employee Director in respect of the Award Date on which such
         director receives the Initial Award.

                  (b) Number. Each Non-Employee Director serving on an Award
         Date, other than any Non-Employee Director who is entitled to receive
         the Initial Award on such Award Date in accordance with Section 3.02,
         shall automatically be awarded, as of such date, 4,000 Restricted
         Shares.

                  (c) Price. There shall not be any purchase price charged for
         any Restricted Shares awarded under the Plan.

                  (d) Vesting Period. Each Restricted Share award shall vest
         one-third per year over three years commencing on the first anniversary
         of the Award Date ("Vesting Period"), unless terminated sooner pursuant
         to the provisions described in Section 4.02(g) below. If a Non-Employee
         Director is awarded Restricted Shares, whether or not escrowed as
         provided below, the Non-Employee Director shall be the record owner of
         such Restricted Shares and shall have all the rights of a member with
         respect to such Restricted Shares (unless the escrow agreement, if any,
         specifically provides otherwise), including the right to vote and the
         right to receive dividends or other distributions made or paid with
         respect to such Restricted Shares.

                  (e) Sale, Transferability, Etc. Restricted Shares may not be
         sold, transferred, assigned, pledged or otherwise encumbered or
         disposed of prior to the date all applicable restrictions lapse.

                  (f) Restrictive Legend. Any certificate or certificates
         representing Restricted Shares shall bear a legend similar to the
         following:

                  "The shares represented by this certificate have been issued
                  pursuant to the terms of the Amended and Restated Noble
                  Corporation 1992 Nonqualified Stock Option and Restricted
                  Share Plan for Non-Employee Directors 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 _________, 20__."

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                  In order to enforce the restrictions, terms and conditions
         that may be applicable to a Non-Employee Director's Restricted Shares,
         the Board may require the Non-Employee Director, upon the receipt of a
         certificate or certificates representing such Restricted Shares, or at
         any time thereafter, to deposit such certificate or certificates,
         together with stock powers and other instruments of transfer,
         appropriately endorsed in blank, with the Company or an escrow agent
         designated by the Company under an escrow agreement in such form as by
         the Board shall prescribe. After the satisfaction of the restrictions,
         terms and conditions set by the Board at the time of an award of
         Restricted Shares to a Non-Employee Director, a new certificate,
         without the legend set forth above, for the number of Ordinary Shares
         that are no longer subject to such restrictions, terms and conditions
         shall be delivered to the Non-Employee Director.

                  (g) Termination of Service, Death, Etc. Each restricted share
         agreement shall provide as follows with respect to the award of
         Restricted Shares in the event that the holder of Restricted Shares
         ceases to be a Director for the reasons described in this Section
         4.02(g):

                           (i) If the holder of Restricted Shares ceases to be a
                  Director on account of such holder's (a) fraud or intentional
                  misrepresentation, or (b) embezzlement, misappropriation or
                  conversion of assets or opportunities of the Company or any
                  direct or indirect majority-owned subsidiary of the Company,
                  then any Restricted Shares remaining subject to restrictions
                  shall thereupon be forfeited by the holder and transferred to,
                  and reacquired by, the Company or an Affiliate at no cost to
                  the Company or the affiliate of the Company as of the date the
                  holder ceases to be a Director.

                           (ii) The Board shall have the authority (and the
                  restricted share agreement evidencing an award of Restricted
                  Shares may so provide) 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 awarded to a Non-Employee Director hereunder on such
                  terms and conditions as the Board may deem appropriate.

                           (iii) If a Non-Employee Director to whom Restricted
                  Shares has been awarded ceases to be a Director, for any
                  reason, prior to the satisfaction of any terms and conditions
                  of an award, any Restricted Shares remaining subject to
                  restrictions shall thereupon be forfeited by the Director and
                  transferred to, and reacquired by, the Company or an affiliate
                  of the Company at no cost to the Company or such affiliate;
                  provided, however, if the cessation is due to the person's
                  death, retirement or disability, the Board may, in its sole
                  and absolute discretion, deem that the terms and conditions
                  have been met for all or part of such remaining portion.

                           (iv) In case of any consolidation, amalgamation or
                  merger of another corporation into the Company in which the
                  Company is the surviving corporation and in which there is a
                  reclassification or change (including a change to the right to
                  receive cash or other property) of the Ordinary Shares (other
                  than a change in par value, or from par value to no par value,
                  or as a result of a subdivision or combination, but including
                  any change in such shares into two or more classes or series
                  of shares), the Board may provide that payment of Restricted
                  Shares shall take the form of the kind and amount of shares of
                  stock and other securities (including those of any new direct
                  or indirect parent of the Company), property, cash or any
                  combination thereof receivable upon such consolidation or
                  merger.

                           (v) In the event of any forfeiture of Restricted
                  Shares, the Director holding such shares, or in the event of
                  his or her death, his or her personal representative, shall
                  forthwith deliver to the Secretary of the Company the
                  certificates for the Restricted Shares remaining subject to
                  such restrictions, accompanied by such instruments of
                  transfer, if any, as may reasonably be required by the
                  Secretary of the Company.

                  (h) No Right to Continue in Service. Nothing in the Plan or in
         any restricted share agreement evidencing the award of Restricted
         Shares shall confer upon such holder any right to continue as a
         Director.

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                                    ARTICLE V

                           AUTHORIZED ORDINARY SHARES

         5.01 Ordinary Shares. The total number of Ordinary Shares as to which
Options may be granted or Restricted Shares may be awarded shall be 975,000, in
the aggregate, except as such number of shares shall be adjusted from and after
the Effective Date in accordance with the provisions of Section 5.02 hereof. If
any outstanding Option shall expire or be terminated for any reason before the
end of the Option Period, the Ordinary Shares allocable to the unexercised
portion of such Option shall again be subject to the Plan. If any Restricted
Shares are forfeited for any reason before the end of the Vesting Period, the
Restricted Shares shall again be subject to the Plan. The Company shall, at all
times during the life of any outstanding Options, retain as authorized and
unissued Ordinary Shares at least the number of shares from time to time
included in the outstanding Options or otherwise assure itself of its ability to
perform its obligations under the Plan.

         5.02 Adjustments Upon Changes in Ordinary Shares. In the event the
Company shall effect a split of the Ordinary Shares or dividend payable in
Ordinary Shares, or in the event the outstanding Ordinary Shares shall be
combined into a smaller number of shares, the maximum number of shares as to
which Options may be granted or Restricted Shares may be awarded shall be
increased or decreased proportionately. In the event that before delivery by the
Company of all of the Ordinary Shares in respect of which any Option has been
granted, the Company shall have effected such a split, dividend or combination,
the shares still subject to the Option shall be increased or decreased
proportionately and the purchase price per share shall be increased or decreased
proportionately so that the aggregate purchase price for all the then optioned
shares shall remain the same as immediately prior to such split, dividend or
combination.

         In the event of a reclassification of the Ordinary Shares not covered
by the foregoing, or in the event of a liquidation, separation or
reorganization, including a merger, consolidation or sale of assets, the Board
shall make such adjustments, if any, as it may deem appropriate in the maximum
number of shares then subject to being optioned or awarded as Restricted Shares
and in the number, purchase price and kind of shares covered by the unexercised
portions of Options theretofore granted. The provisions of this Section 5.02
shall only be applicable if, and only to the extent that, the application
thereof does not conflict with any valid governmental statute, regulation or
rule.

         5.03 Insufficient Ordinary Shares. If on the Award Date of any Option
or Restricted Shares fewer Ordinary Shares remain available for grant or award
under the Plan than are necessary to permit the grant of Options and/or the
award of Restricted Shares in accordance with the provisions of Sections 3.02
and/or 4.02 hereof, then (i) first, an Option covering an equal number of whole
Ordinary Shares, up to 10,000 shares, shall be granted on such date to each
Non-Employee Director who is to receive an Initial Award on such date and (ii)
second, Options shall be granted and Restricted Shares shall be awarded to the
remaining Non-Employee Directors then serving covering, in the aggregate for
each such Non-Employee Director, an equal number of whole Ordinary Shares, and
all such Options and Restricted Shares so awarded to all such Non-Employee
Directors shall cover, in the aggregate, all remaining Ordinary Shares then
available for grant or award under the Plan. In the case of clause (ii), for
each such Non-Employee Director, the number of Ordinary Shares to be covered by
Options and the number of Restricted Shares shall be determined in accordance
with the allocation of annual awards between Options and Restricted Shares that
would occur if no such deficiency of Ordinary Shares existed.

                                   ARTICLE VI

                               GENERAL PROVISIONS

        6.01 Amendment, Suspension or Termination of Plan. Subject to the
limitations set forth in this Section 6.01, the Board may from time to time
amend, modify, suspend or terminate the Plan. Nevertheless, no such amendment,
modification, suspension or termination shall (a) impair any Options theretofore
granted or Restricted Shares awarded, or (b) be made without the approval of the
members of the Company where such change would (i) materially increase the total
number of Ordinary Shares which may be issued under the Plan (other than as
provided in Section 5.02 hereof), (ii) materially modify the requirements as to
eligibility for participation in the Plan, (iii) materially increase the
benefits accruing to participants under the Plan, (iv) have the effect of
providing for the grant of options to purchase Ordinary Shares at less than the
fair market value per share thereof on the applicable Award


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Date or (v) require the approval of members under the rules of any securities
exchange on which the Ordinary Shares are then listed for trading.
Notwithstanding any other provision of this Section 6.01, the provisions of the
Plan governing (A) the number of Ordinary Shares covered by each Option, (B) the
exercise price per Ordinary Share under each Option, (C) when and under what
circumstances each Option will be granted, (D) the period within which each
Option may be exercised or (E) the number of shares in each award of Restricted
Shares, shall not be amended more than once every six months, other than to
comport with changes in the Code or the rules promulgated thereunder, and the
Employee Retirement Income Security Act of 1974, as amended, or the rules
promulgated thereunder.

         6.02 Effectiveness. This Plan shall become effective as of the
Effective Date, subject to and upon the receipt of member approval by the
affirmative votes of the holders of a majority of the Ordinary Shares present,
or represented, and entitled to vote at a meeting of members duly held in
accordance with the applicable laws of the Cayman Islands.

         6.03 Paragraph Headings. The paragraph headings included herein are
only for convenience, and they shall have no effect on the interpretation of the
Plan.

         6.04 Gender. Words of any gender used in the Plan shall be construed to
include any other gender.

         IN WITNESS WHEREOF, the undersigned has executed this amendment and
restatement of the Plan as of February 4, 2005.

                                            NOBLE CORPORATION



                                            By: /s/ JAMES C. DAY
                                                --------------------------------
                                                James C. Day
                                                Chairman of the Board and
                                                Chief Executive Officer






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