Exhibit 10.23





Exhibit 10.23




AMENDMENT NO.1 TO THE

NOBLE DRILLING CORPORATION

2009 401(k) SAVINGS RESTORATION PLAN




THIS AMENDMENT, made and executed at Sugar Land, Texas, by NOBLE DRILLING CORPORATION, a
Delaware corporation (the “Company”),



WITNESSETH THAT:




WHEREAS, for the purposes of complying with the requirements of Internal Revenue Code section
409A, effective as of January 1, 2009, the Noble Drilling Corporation 401(k) Savings Restoration
Plan (the “Restoration Plan”) was amended to provide that the portion of the Restoration Plan
applicable to the Restoration Plan’s Matching Accounts and amounts deferred or vested under the
Restoration Plan after December 31, 2004, would be governed by the provisions of a portion of the
Restoration Plan to be known as the Noble Drilling Corporation 2009 401(k) Savings Restoration Plan
(the “2009 Plan”); and



WHEREAS, the Company now desires to amend the 2009 Plan to make certain plan administration
and investment procedure changes and to reflect that the Company’s parent company, Noble
Corporation, is now a Swiss corporation;



NOW, THEREFORE, pursuant to the provisions of Section 4.1 of the 2009 Plan, the 2009 Plan is
hereby amended in the following respects only:



FIRST: Section 3.3 and Section 3.4 of the 2009 Plan are hereby amended by restatement
in their entirety to read as follows:




Section 3.3 Account Adjustments. Subject to such conditions, limitations and
procedures as the Committee may prescribe from time to time in its discretion for the
accounting purposes of this Plan (which may include limitations with respect to the notional
investments that may be used for Account adjustment purposes), on a daily basis (or at such
other times as the Committee may prescribe), the amount credited as a dollar amount to each
Account maintained by an Employer for a Participant shall be adjusted to reflect (i) any
Plan administration or recordkeeping expenses attributable to such Account that the
Committee in its discretion determines should be borne by and changed against such Account,
and (ii) the investment results that would be


 


 









 






attributable to the notional investment of
such credited amount in accordance with investment directions given by such Participant. The investment directions given and the notional investments made
pursuant to this Plan Section 3.3 are fictional devices established solely for the
accounting purposes of this Plan, and shall not require any Employer to make any actual
investment or otherwise set aside or earmark any asset for the purposes of this Plan. If a
cash dividend or other cash distribution is paid on the registered shares of Noble
Corporation, each Account then credited with a Unit shall be credited on the date said
dividend or distribution is paid with the amount of said dividend or distribution per share
multiplied by the number of Units then credited to such Account.




Section 3.4 Unit Adjustments. If Noble Corporation effects a split of its
registered shares or pays a dividend in the form of its registered shares, or if the
outstanding registered shares of Noble Corporation are combined into a smaller number of
 shares, the Units then credited to an Account shall be increased or decreased to reflect
proportionately the increase or decrease in the number of outstanding registered shares of
Noble Corporation resulting from such split, dividend or combination. In the event of a
reclassification of the registered shares of Noble Corporation not covered by the foregoing,
or in the event of a liquidation, separation or reorganization (including, without
limitation, a merger, consolidation or sale of assets) involving Noble Corporation, the
Board of Directors of the Company shall make such adjustments, if any, to an Account as such
Board may deem appropriate.



SECOND: Section 5.10 of the 2009 Plan is hereby amended by restatement in its
entirety to read as follows:




Section 5.10 Shares Limitation. Any provision of this Plan to the contrary
notwithstanding, the sum of (i) the number of registered shares of Noble Corporation, a
Swiss corporation, that may be distributed to Participants or their beneficiaries pursuant
to the Noble Drilling Corporation 401(k) Savings Restoration Plan (the “Restoration Plan”)
and this Plan, (ii) the number of ordinary shares of Noble Corporation, a Cayman Islands
company, that have been distributed to Participants or their beneficiaries pursuant to the
Restoration Plan and this Plan, and (iii) the number of shares of common stock of Noble
Drilling Corporation, a Delaware corporation, that have been distributed to Participants or
their beneficiaries pursuant to the Restoration Plan, shall not exceed 200,000 shares.


 


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IN WITNESS WHEREOF, this Amendment has been executed by the Company on behalf of all Employers
on this 31st day of August, 2010, to be effective as of May 1, 2010.



	 	 	 	 	 	 	 	 	 
	 	 	NOBLE DRILLING CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Tom M. Madden	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 







 


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