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Page1. Employment
    
    
    12. Employment Term
    
    
    2(a) Term
    
    
    2(b) Relationship Prior to Effective Date
    
    
    23. Positions and Duties
    
    
    24. Compensation and Related Matters
    
    
    3(a) Base Salary
    
    
    3(b) Annual Bonus
    
    
    4(c) Employee Benefits
    
    
    4(i) Incentive, Savings and Retirement Plans
    
    
    4(ii) Welfare Benefit Plans
    
    
    4(d) Expenses
    
    
    4(e) Fringe Benefits
    
    
    5(f) Vacation
    
    
    55. Termination of Employment
    
    
    5(a) Death
    
    
    5(b) Disability
    
    
    5(c) Termination by Company
    
    
    5(d)Termination by Executive
    
    
    6(e) Notice of Termination
    
    
    7(f) Date of Termination
    
    
    76. Obligations of the Company upon Separation from Service
    
    
    8(a) Good Reason or During the Window Period; Other Than for Cause, Death or
Disability
    
    
    8(b) Death
    
    
    10(c) Disability
    
    
    11(d) Cause; Other than for Good Reason or During the Window Period
    
    
    11(e) Payment Delay for Specified Employees
    
    
    12
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Page7. Certain Additional Payments by the Company
    
    
    128. Representations and Warranties
    
    
    159. Confidential Information
    
    
    1510. Certain Definitions
    
    
    15(a) Effective Date
    
    
    15(b) Change of Control Period
    
    
    16(c) Change of Control
    
    
    16(d) Separation from Service
    
    
    18(e) Specified Employee
    
    
    18(f) Separation Date
    
    
    1811. Full Settlement
    
    
    1912. No Effect on Other Contractual Rights
    
    
    1913. Indemnification; Directors and Officers Insurance
    
    
    1914. Injunctive Relief
    
    
    2015. Governing Law
    
    
    2016. Notices
    
    
    2017. Binding Effect; Assignment; No Third Party Benefit
    
    
    2018. Miscellaneous
    
    
    21(a) Amendment
    
    
    21(b) Waiver
    
    
    21(c) Withholding Taxes
    
    
    21(d) Nonalienation of Benefits
    
    
    21(e) Severability
    
    
    22(f) Entire Agreement
    
    
    22(g) Captions
    
    
    22(h) References
    
    
    22
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EMPLOYMENT AGREEMENT
        Employment




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Employment Term
 Term
 Relationship Prior to Effective Date
 Positions and Duties
  provided, however
  2




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Compensation and Related Matters
 Base Salary provided, however
  3




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Annual Bonus
 Employee Benefits
 Incentive, Savings and Retirement Plans
 Welfare Benefit Plans
 Expenses
  4




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Fringe Benefits
 Vacation
 Termination of Employment
 Death
 Disability provided
 Termination by Company
    5




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Termination by Executive
    6




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Notice of Termination provided, however
 Date of Termination provided, however
  7




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Obligations of the Company upon Separation from Service
 Good Reason or During the Window Period; Other Than for Cause, Death or
Disability
  provided
   8




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provided,
however
 provided, however
  9




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Death
  10




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Disability
 Cause; Other than for Good Reason or During the Window Period
    11




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Payment Delay for Specified Employee
 Certain Additional Payments by the Company
    12




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provided, however provided, however provided further
  13




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14




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Representations and Warranties
   Confidential Information
 Certain Definitions
 Effective Date
  15




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Change of Control Period provided, however
 Change of Control
 provided, however
 provided, however
  16




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17




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Separation from Service
 Specified Employee
 Separation Date
  18




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Full Settlement
    No Effect on Other Contractual Rights
 Indemnification; Directors and Officers Insurance provided,
however
  19




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Injunctive Relief
 Governing Law
 Notices
 If to the Company, at:
    
    Noble Drilling Services Inc.13135 South Dairy Ashford, Suite 800Sugar Land, Texas 77478Fax No.: (281) 491-2092Attention: Chief Executive OfficerIf to the Executive, at:
    
    David W. WilliamsNoble Drilling Services Inc.13135 South Dairy Ashford, Suite 800Sugar Land, Texas 77478Fax No.: (281) 491-2092
 Binding Effect; Assignment; No Third Party Benefit
   20




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Miscellaneous
 Amendment
 Waiver
 Withholding Taxes
 Nonalienation of Benefits
  21




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Severability provided, however
 Entire Agreement
 Captions
 References
  22




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COMPANY
NOBLE DRILLING SERVICES INC.By:
    /s/ JULIE J. ROBERTSONName:
    JULIE J. ROBERTSONTitle:
    EXECUTIVE VICE PRESIDENTEXECUTIVE/s/ DAVID W. WILLIAMS  23




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GUARANTY
         1




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##### 



NOBLE CORPORATIONBy:
    /s/ JULIE J. ROBERTSONName:
    JULIE J. ROBERTSONTitle:
    EXECUTIVE VICE PRESIDENT  2