UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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NOBLE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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NOBLE CORPORATION
Dorfstrasse 19A
6340 Baar
Zug, Switzerland

INVITATION TO GENERAL MEETING OF SHAREHOLDERS

To Be Held On May 28, 2009

To the Shareholders of Noble Corporation:

          The general meeting of shareholders of Noble Corporation, a Swiss corporation (the “Company”), will be held on Thursday, May 28, 2009, at 3:00 p.m., local time, at the Parkhotel Zug, Industriestrasse 14, Zug, Switzerland.

          Agenda Items

          (1) Dividend in the form of a par value reduction.

Proposal of the Board of Directors

The Board of Directors proposes to pay a dividend through a reduction of the par value of our shares in an amount equal to Swiss francs 0.25 per share, which is equal to approximately USD $0.2190 using the currency exchange rate as published by the Swiss National Bank on April 29, 2009 (1.1412 CHF/1.0 USD), and to pay such amount in four installments in August 2009, November 2009, February 2010 and May 2010. This amount is not intended to represent an increase in Noble’s historical annual aggregate dividend of $0.16 per share. Rather, because timing issues related to the migration of the parent company of the Noble group to Switzerland will cause us to miss the customary June 2009 dividend payment of $0.04 per share, the August 2009 payment is intended to represent both such June dividend as well as the third quarter dividend. We intend the three subsequent distributions to approximate the same level of dividend as we have paid in the past. Actual distribution payments will be subject to the satisfaction of applicable Swiss law requirements and may vary from historical dividend amounts due to fluctuations in the Swiss franc/U.S. dollar exchange rate between now and each distribution payment date. This reduction in the par value of our shares will have the effect of reducing the share capital of the Company as stated in our Articles of Association from the aggregate amount of Swiss francs 1,381,328,465.00 to Swiss francs 1,312,262,041.75 (each such amount subject to adjustment based on the Company’s actual share capital as of the time of the application to the Commercial Registry of the Canton of Zug for the registration of each portion of the capital reduction).

          (2) Election of Directors.

Proposal of the Board of Directors

The Board of Directors proposes that the directors set forth below be reelected for a three-year term that will expire in 2012:

	•		Julie H. Edwards;
	•		Marc E. Leland; and
	•		David W. Williams.

          (3) Appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2009.

Proposal of the Board of Directors

The Board of Directors proposes that the shareholders ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2009.

          (4) Amendment to Article 21 paragraph 1(d) of our Articles of Association.

Proposal of the Board of Directors

The Board of Directors proposes to amend Article 21 paragraph 1(d) of our Articles of Association in order to limit the changes to authorized and conditional capital that require approval of at least two-thirds of the shares represented at a general meeting to an increase in the amount of the authorized or conditional share capital. If the proposed amendment is adopted, approval of a dividend through a reduction of the par value of our shares in the future will require the affirmative vote of a simple majority of the votes cast, rather than two-thirds of the shares represented, at a general meeting.

          Organizational Matters

          A copy of the proxy materials, including a proxy card, has been sent to each shareholder registered in the Company’s share register as of the close of business, Eastern time, on April 7, 2009. Any additional shareholders who are registered with voting rights in the Company’s share register as of the close of business, Eastern time, on May 12, 2009 or who notify the Company’s Corporate Secretary in writing of their acquisition of shares by such time will receive a copy of the proxy materials after May 12, 2009. Shareholders who are not registered in the Company’s share register as of the close of business, Eastern time, on May 12, 2009 or who have not notified the Company’s Corporate Secretary in writing (mail to Noble Corporation, Attention: Corporate Secretary, 13135 Dairy Ashford, Suite 800, Sugar Land, Texas 77478) of their acquisition of shares by such time will not be entitled to attend, vote or grant proxies to vote at, the 2009 general meeting. No shareholder will be entered in or removed from the Company’s share register as a shareholder with voting rights between the close of business, Eastern time, on May 12, 2009 and the opening of business, Eastern time, on the day following the general meeting. Computershare Trust Company, N.A., as agent, which maintains the Company’s share register, will, however, continue to register transfers of Noble Corporation shares in the share register in its capacity as transfer agent during this period.

          Shareholders who are registered with voting rights in the Company’s share register as of the close of business, Eastern time, on May 12, 2009 or who have notified the Company’s Corporate Secretary in writing of their acquisition of shares by such time (and who have had their notice properly accepted by the Corporate Secretary) have the right to attend the general meeting and vote their shares, or may grant a proxy to vote on each of the proposals in this invitation and any other matter properly presented at the meeting for consideration to either the Company or the independent representative, Mr. Joachim Kloter, Kloter & Kohli Attorneys, by marking the proxy card appropriately, executing it in the space provided, dating it and returning it prior to the start of the general meeting on May 28, 2009 either to:

Noble Corporation
c/o The Altman Group
PO Box 268
Lyndhurst, NJ 07071-9902

or, if granting a proxy to the independent representative:

Mr. Joachim Kloter
c/o Kloter & Kohli Attorneys
Streulistrasse 28
P. O. Box
CH-8032 Zurich, Switzerland.

          Shares of holders who are registered with voting rights in the Company’s register as of the close of business, Eastern time, on May 12, 2009 or who have notified the Company’s Corporate Secretary in writing of their acquisition of shares by such time (and who have had their notice properly accepted by the Corporate Secretary) and who have timely submitted a properly executed proxy card and specifically indicated their votes will be voted as indicated. The Company or the independent representative, as applicable, will vote shares of holders with voting rights who have timely submitted a properly executed proxy card and have not specifically indicated their votes (irrespective of whether a proxy has been granted to the Company or the independent representative) in the manner recommended by the Board of Directors.

          If any other matters are properly presented at the meeting for consideration, the Company and the independent representative, as applicable, will vote on these matters in the manner recommended by the Board of Directors.

          Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions provided by their bank, broker or nominee when voting their shares. Shareholders who hold their shares in the name of a bank, broker or other nominee and wish to vote in person at the meeting must obtain a valid proxy from the organization that holds their shares.

          We may accept a proxy by any form of communication permitted by Swiss law and our Articles of Association.

          Please note that shareholders attending the general meeting in person or by proxy are required to show their proxy card and proper identification on the day of the general meeting. In order to determine attendance correctly, any shareholder leaving the general meeting early or temporarily is requested to present such shareholder’s proxy card and proper identification upon exit.

          Proxy Holders of Deposited Shares

          Institutions subject to the Swiss Federal Law on Banks and Savings Banks as well as professional asset managers who hold proxies for beneficial owners who did not grant proxies to the Company or the independent representative are kindly asked to inform the Company of the number and par value of the shares they represent as soon as possible, but no later than May 28, 2009, 2:00 p.m. Zug time, at the admission office for the general meeting.

          Annual Report, Consolidated Financial Statements

          A copy of the 2008 Annual Report of Noble Corporation, a Cayman Islands company and the predecessor issuer of the Company (“Noble Cayman”), including the consolidated financial statements for fiscal year 2008 and the audit report on such statements, are available for physical inspection at the Company’s registered office at Dorfstrasse 19A, 6340 Baar, Zug, Switzerland. Copies of these materials may be obtained without charge by contacting Investor Relations at our offices in the United States, at 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478, telephone number +1 (281) 276-6100.

          Your vote is important. All shareholders are cordially invited to attend the meeting. We urge you, whether or not you plan to attend the meeting, to submit your proxy by completing, signing, dating and mailing the enclosed proxy or voting instruction card in the postage-paid envelope provided.

		By Order of the Board of Directors
		Julie J. Robertson
		Secretary

Baar, Switzerland
April 30, 2009

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
GENERAL MEETING TO BE HELD ON MAY 28, 2009.

          This proxy statement, the glossy annual report to shareholders, which includes this proxy statement, the Annual Report on Form 10-K for the year ended December 31, 2008 of Noble Cayman, including the audit report on the 2008 consolidated financial statements (the “2008 Annual Report”), the invitation to the general meeting and the form of proxy card are available at www.noblecorp.com/2009proxymaterials. Directions to attend the annual general meeting in person may also be obtained at www.noblecorp.com/2009proxymaterials.

TABLE OF CONTENTS

		Page No.
GENERAL			1
BACKGROUND OF THE COMPANY			1
PROXIES AND VOTING INSTRUCTIONS			1
QUORUM			3
VOTES REQUIRED			3
RECORD DATE			3
PROPOSAL 1 DIVIDEND IN THE FORM OF A PAR VALUE REDUCTION			3
PROPOSAL 2 ELECTION OF DIRECTORS			5
NOMINEES FOR DIRECTORS			5
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS			7
POLICIES AND PROCEDURES RELATING TO TRANSACTIONS WITH RELATED PERSONS			10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			11
EXECUTIVE COMPENSATION			13
COMPENSATION DISCUSSION AND ANALYSIS			13
DIRECTOR COMPENSATION			41
EQUITY COMPENSATION PLAN INFORMATION			43
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			43
REPORT OF THE AUDIT COMMITTEE			44
AUDITORS			45
PROPOSAL 3 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2009			45
PROPOSAL 4 AMENDMENT TO ARTICLE 21 PARAGRAPH 1(d) OF OUR ARTICLES OF ASSOCIATION			46
OTHER MATTERS			47
SHAREHOLDER PROPOSALS			47
SOLICITATION OF PROXIES			47
ADDITIONAL INFORMATION ABOUT THE COMPANY			47

NOBLE CORPORATION
Dorfstrasse 19A
6340 Baar
Zug, Switzerland

PROXY STATEMENT

For General Meeting of Shareholders
To Be Held on May 28, 2009

GENERAL

          This proxy statement is furnished to shareholders of Noble Corporation, a Swiss company (“Noble Switzerland”), in connection with the solicitation by our board of directors (“Board”) of proxies for use at the general meeting of shareholders to be held on Thursday, May 28, 2009, at 3:00 p.m., local time, at the Parkhotel Zug, Industriestrasse 14, Zug, Switzerland, and for the purposes set forth in the accompanying notice. The approximate date of first mailing of this proxy statement and the accompanying proxy or, in the case of participants in the Noble Drilling Corporation 401(k) Savings Plan, voting instruction card is May 7, 2009.

Background of the Company

          In March 2009, Noble Corporation, a Cayman Islands company (“Noble Cayman”), completed a transaction pursuant to which Noble Cayman, by way of schemes of arrangement under Cayman Islands law, became a wholly owned subsidiary of Noble Switzerland (the “Transaction”). In the Transaction, Noble Switzerland issued one of its shares in exchange for each ordinary share of Noble Cayman. In addition, Noble Switzerland issued 15 million of its shares to Noble Cayman for future use to satisfy its obligations to deliver shares in connection with awards granted under its employee benefit plans and other corporate purposes. The Transaction effectively changed the place of incorporation of the publicly traded parent of the Noble group of companies from the Cayman Islands to Switzerland.

          References to the “Company,” “we,” “us,” or “our” for periods before March 27, 2009 include Noble Cayman together with its subsidiaries, unless the context indicates otherwise. References to the “Company,” “we,” “us” or “our” for periods from and after March 27, 2009 include Noble Switzerland together with its subsidiaries, unless the context indicates otherwise.

Proxies and Voting Instructions

          A proxy card is being sent with this proxy statement to each holder of shares registered in the Company’s register as of the close of business, Eastern time, on April 7, 2009. In addition, a proxy card will be sent with this proxy statement to each additional holder of shares who is registered with voting rights in the Company’s register as of the close of business, Eastern time, on May 12, 2009 (which is effectively the record date for the meeting) or who notifies the Company’s Corporate Secretary in writing of their acquisition of shares by such time. If you are registered as a shareholder in the Company’s register as of the close of business, Eastern time, on May 12, 2009 or you have notified the Company’s Corporate Secretary in writing of your acquisition of shares by such time (and your notice has been properly accepted by the Corporate Secretary), you may grant a proxy to vote on each of the proposals described in this proxy statement and any other matter properly presented at the meeting for consideration to either the Company or the independent representative, Mr. Joachim Kloter, Kloter & Kohli Attorneys, by marking your proxy card appropriately, executing it in the space provided, dating it and returning it prior to the start of the general meeting on May 28, 2009 either to:

Noble Corporation
c/o The Altman Group
PO Box 268
Lyndhurst, NJ 07071-9902

or, if granting a proxy to the independent representative:
Mr. Joachim Kloter
c/o Kloter & Kohli Attorneys
Streulistrasse 28
P. O. Box
CH-8032 Zurich, Switzerland.

          Please sign, date and mail your proxy card in the envelope provided.

          If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting your shares. In particular, if you hold your shares in “street name” through The Depository Trust Company (“DTC”), you should follow the procedures typically applicable to voting of securities beneficially held through DTC because Cede & Co., as nominee of DTC, has been registered with voting rights in the Company’s share register with respect to such shares.

          Although the Company is organized under Swiss law, the Company is subject to the U.S. Securities and Exchange Commission proxy requirements and the applicable corporate governance rules of the New York Stock Exchange, where its shares are listed, and has not imposed any restrictions on trading of its shares as a condition of voting at the general meeting. In particular, the Company has not imposed any “share blocking” or similar transfer restrictions of a type that might be associated with voting by holders of bearer shares or American Depositary Receipts and has not issued any bearer shares or American Depositary Receipts.

          Under New York Stock Exchange rules, brokers who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising their voting discretion for proposals for “non-routine” matters. Proxies submitted by brokers without instructions from customers for these non-routine matters are referred to as “broker non-votes.” The proposal to pay a dividend in the form of a par value reduction and the proposal to amend Section 21 paragraph 1(d) of our Articles of Association are non-routine matters under New York Stock Exchange rules.

          If you were a holder with voting rights on May 12, 2009 and have timely submitted a properly executed proxy card and specifically indicated your votes, your shares will be voted as indicated. If you were a holder with voting rights on May 12, 2009 and you have timely submitted a properly executed proxy card and have not specifically indicated your votes (irrespective of whether a proxy has been granted to the Company or the independent representative), the Company or the independent representative, as applicable, will vote your shares in the manner recommended by our Board.

          There are no other matters that our Board intends to present, or has received proper notice that others will present, at the general meeting. If any other matters are properly presented at the meeting for consideration, the Company and the independent representative, as applicable, will vote any proxies submitted to them on these matters in the manner recommended by our Board.

          You may revoke your proxy at any time prior to its exercise by:

	•		giving written notice of the revocation to our Corporate Secretary, with respect to proxies granted to the Company, or to the independent representative at the address set forth above, with respect to proxies granted to the independent representative, in each case before May 28, 2009;
	•		notifying our Corporate Secretary at least two hours before the time the meeting is scheduled to begin, with respect to proxies granted to the Company, or notifying the independent representative at least two hours before the time the meeting is scheduled to begin, with respect to proxies granted to the independent representative, and appearing at the general meeting and voting in person; or
	•		properly completing and executing a later-dated proxy and delivering it to our Corporate Secretary or the independent representative, as applicable, at or before the meeting.

          If you attend the general meeting in person without voting, this will not automatically revoke your proxy. If you revoke your proxy during the meeting, this will not affect any vote previously taken. If you hold shares

through someone else, such as a bank, broker or other nominee, and you desire to revoke your proxy, you should follow the instructions provided by your bank, broker or other nominee.

          If you were a participant in the Noble Drilling Corporation 401(k) Savings Plan as of the close of business, Eastern time, on April 7, 2009 or May 12, 2009, you should receive a voting instruction card. You can provide instructions to the plan trustee as to how to vote shares held in the plan by completing, signing, dating and mailing the voting instruction card in the postage-paid envelope.

Quorum

          The presence of shareholders, in person or by proxy, holding at least a majority of the total shares entitled to vote at the general meeting will constitute a quorum for purposes of the proposal to pay a dividend in the form of a par value reduction, the proposal to reelect the three nominees named in the proxy statement as directors, and the proposal to ratify the appointment of PricewaterhouseCoopers LLP as Noble’s independent registered public accounting firm for 2009. The presence of shareholders, in person or by proxy, holding at least two-thirds of the total shares entitled to vote at the general meeting will constitute a quorum for purposes of the proposal to amend Article 21 paragraph 1(d) of our Articles of Association. For all proposals, abstentions and “broker non-votes” will be counted as present for purposes of determining whether there is a quorum.

Votes Required

          Each share is entitled to one vote.

          Approval of the proposal to pay a dividend in the form of a par value reduction and approval of the proposal to amend Article 21 paragraph 1(d) of our Articles of Association each requires the affirmative vote of at least two-thirds of the shares represented at the general meeting in person or by proxy and the absolute majority of the par value such shares. Abstentions and broker non-votes will be the equivalent of a negative vote with respect to these proposals.

          Approval of the proposal to reelect the three nominees named in the proxy statement as directors requires the affirmative vote of a plurality of the votes cast in person or by proxy. The plurality requirement means that the director nominee with the most votes for a board seat is elected to that board seat.

          Approval of the proposal to ratify the appointment of PricewaterhouseCoopers LLP as Noble’s independent registered public accounting firm for 2009 requires the affirmative vote of holders of at least a majority of the votes cast in person or by proxy.

          Abstentions and broker non-votes will have no effect on the election of directors or the ratification of the Company’s independent registered public accounting firm.

Record Date

          Only shareholders of record as of the close of business, Eastern time, on May 12, 2009 are entitled to notice of, to attend, and to vote or to grant proxies to vote at, the general meeting. No shareholder will be entered in or removed from the Company’s share register with voting rights between the close of business, Eastern time, on May 12, 2009 and the opening of business, Eastern time, on the day following the general meeting.

PROPOSAL 1

DIVIDEND IN THE FORM OF A PAR VALUE REDUCTION

          Our Board proposes to pay a dividend through a reduction of the par value of our shares (the “Distribution”) in an aggregate amount equal to Swiss francs 0.25 per share (the “Distribution Amount”), which is equal to approximately USD $0.2190 using the currency exchange rate as published by the Swiss National Bank on April 29, 2009 (1.1412 CHF/1.0 USD), and to pay such amount in four installments beginning in the third quarter of 2009. This amount will be payable for shares issued and outstanding on the effective record date of each quarterly capital reduction (and treasury shares). We intend to arrange for our transfer agent to convert the Distribution payments so they will be distributed by our transfer agent in U.S. dollars converted at the exchange rate available approximately two business days prior to each Distribution payment date. As a result, shareholders will be exposed to fluctuations in the Swiss franc/U.S. dollar exchange rate between now and each Distribution payment date.

          This reduction in the par value of our shares will have the effect of reducing the share capital of the Company as stated in our Articles of Association from the aggregate amount of Swiss francs 1,381,328,465.00 to Swiss francs 1,312,262,041.75 (each such amount subject to adjustment based on the Company’s actual share capital as of the time of the application to the Commercial Registry of the Canton of Zug for the registration of each portion of the capital reduction).

          Historically, Noble Cayman’s Board declared and paid dividends on its ordinary shares generally on a quarterly basis, with payment dates in early March, June, September and December. As a Swiss company, we currently intend to continue this practice and are required to seek shareholder approval to pay dividends or make distributions on our shares from capital reductions. However, timing issues related to the migration of the parent company of the Noble group of companies to Switzerland will cause us to miss the customary June payment in 2009. As a result, we intend to make the first capital reduction in the third quarter of 2009 and to distribute the corresponding dividend to shareholders in August 2009 in an amount equal to twice the amount (approximately $0.08 per share based on our historical dividend amount) of each of the three subsequent capital reductions. We intend to pay the subsequent three capital reductions in November 2009, February 2010 and May 2010. Subject to satisfaction of applicable Swiss law requirements, we intend that the amount of these distributions will approximate the amount of dividends we would have expected to declare and pay during these quarters (approximately $0.04 per share based on our historical dividend amount). Our Board will set the Distribution payment date within the specified month. Before our Board can effect each capital reduction, it must receive a report from PricewaterhouseCoopers AG, our statutory auditors, confirming that claims of the Company’s creditors are fully covered after taking into account the capital reduction.

          The following table illustrates how we intend to pay the Distribution. The following table also illustrates how the payment amounts may vary between payment dates, even though the amount of reduction in par value in Swiss francs remains constant. The table is for illustrative purposes only, and the actual payments will vary and could be materially different than the approximate hypothetical per share Distribution payments below. Actual payments will be made in U.S. dollars converted at the exchange rate available approximately two business days prior to each Distribution payment date.

		Amount of				Hypothetical				Approximate Hypothetical
		Reduction in Par				Exchange Rate				Distribution per
Month of		Value				(Swiss francs/				Share
Payment		(Swiss francs)				1.0 USD)				(USD)
August 2009			0.10				1.1412				0.0876
November 2009			0.05				1.1412				0.0438
February 2010			0.05				1.2253				0.0408
May 2010			0.05				0.9929				0.0503

          Our Board adopted a resolution declaring it advisable to pay a dividend through a reduction of the par value of our shares in an amount equal to the Distribution Amount and directed that approval of this dividend in the form of a par value reduction be submitted for consideration by our shareholders at the general meeting. Approval of the proposal requires the affirmative vote of two-thirds of the shares represented at the general meeting in person or by proxy and the absolute majority of the par value of such shares. All duly submitted and unrevoked proxies will be voted for the proposal, except where authorization to vote is withheld.

          We describe the details of the procedure of the series of four capital reductions and the proposed amendments to our Articles of Association (and the authoritative German translation) in Annex A.

Recommendation

          Our Board unanimously recommends that shareholders vote FOR the approval of a dividend in the form of a par value reduction and to amend our Articles of Association accordingly.

PROPOSAL 2

ELECTION OF DIRECTORS

          Our Articles of Association provide for three classes of directors, with approximately one-third of the directors constituting our Board being elected each year to serve a three-year term. Three directors compose the class whose term expires at the 2009 general meeting: Julie H. Edwards, Marc E. Leland and David W. Williams.

          The nominating and corporate governance committee of our Board has approved, and our Board has unanimously nominated, Ms. Edwards, Mr. Leland and Mr. Williams for re-election as directors of the Company to serve three-year terms expiring in 2012.

          The directors nominated for election at the general meeting will be elected by a plurality of the votes cast by the shareholders present in person or by proxy at the meeting. All duly submitted and unrevoked proxies will be voted for the nominees nominated by our Board, except where authorization so to vote is withheld.

Recommendation

          Our Board unanimously recommends that shareholders vote FOR the election of its nominees for director.

          Information about the directors nominated for election at the general meeting, and the directors whose terms do not expire at the general meeting, is presented below.

Julie H. Edwards,
age 50, director since 2006		Ms. Edwards served as Senior Vice President of Corporate Development of Southern Union Company from November 2006 to January 2007, and immediately prior to that served as its Senior Vice President and Chief Financial Officer from July 2005 to November 2006. Southern Union is primarily engaged in the transportation and distribution of natural gas. Prior to joining Southern Union, Ms. Edwards served as Executive Vice President – Finance and Administration and Chief Financial Officer for Frontier Oil Corporation in Houston since 2000. She joined Frontier Oil in 1991 as Vice President – Secretary and Treasurer after serving as Vice President of Corporate Finance for Smith Barney, Harris, Upham & Co., Inc., New York and Houston, from 1988 to 1991, after joining the company as an associate in 1985. Ms. Edwards has not held a principal employment since leaving her position with Southern Union. Ms. Edwards is also a director of the NATCO Group, Inc. and ONEOK, Inc.
Marc E. Leland,
age 70, director since 1994		Mr. Leland has served since 1984 as President of Marc E. Leland & Associates, Inc., a company engaged in the business of providing financial advisory services.
David W. Williams,
age 51, director since 2008		Mr. Williams has served as Chairman of the Board, Chief Executive Officer and President of the Company since January 2, 2008. Mr. Williams served as Senior Vice President – Business Development of Noble Drilling Services Inc., an indirect, wholly-owned subsidiary of the Company, from September 2006 to January 2007, as Senior Vice President – Operations of Noble Drilling Services Inc. from January to April 2007, and as Senior Vice President and Chief Operating Officer of the Company from April 2007 to January 2, 2008. Prior to September 2006, Mr. Williams served for more than five years as Executive Vice President of Diamond Offshore Drilling, Inc., an offshore oil and gas drilling contractor.

Class Whose Term Expires In 2010

Michael A. Cawley,
age 61, director since 1985		Mr. Cawley has served as President and Chief Executive Officer of The Samuel Roberts Noble Foundation, Inc., a not-for-profit corporation (the “Noble Foundation”), since February 1992, after serving as Executive Vice President of the Noble Foundation since January 1991. Mr. Cawley has served as a trustee of the Noble Foundation since 1988. The Noble Foundation is a not-for-profit corporation, and it is engaged in agricultural research, education, demonstration and consultation; plant biology and applied biotechnology; and assistance through granting to selected nonprofit organizations. For more than five years prior to 1991, Mr. Cawley was the President of Thompson & Cawley, a professional corporation, attorneys at law; and Mr. Cawley currently serves as Of Counsel to the law firm of Thompson, Cawley, Veazey & Burns, a professional corporation. Mr. Cawley is also a director of Noble Energy, Inc.
Luke R. Corbett,
age 62, director since 2001		Mr. Corbett has served as a director of Anadarko Petroleum Corporation since August 2006. Anadarko engages in the exploration, development, production, and marketing of natural gas, crude oil, condensate, and natural gas liquids primarily in the United States. Mr. Corbett served as Chairman of the Board and Chief Executive Officer of Kerr-McGee Corporation from May 1999 until his retirement in August 2006, and also from February 1997 to February 1999. Between February 1999 and May 1999, he served as Chief Executive Officer of Kerr-McGee, and from 1995 to 1997, he served as President and Chief Operating Officer of Kerr-McGee. Kerr-McGee, an Oklahoma City-based oil and natural gas exploration and production company, was acquired by Anadarko Petroleum Corporation in August 2006. Mr. Corbett served as a director of Kerr-McGee from 1995 to August 2006 and he currently serves as a director of OGE Energy Corp.
Jack E. Little,
age 70, director since 2000		Mr. Little served as President and Chief Executive Officer of Shell Oil Company, and a member of the Board of Directors and Chairman and Chief Executive Officer of Shell Exploration & Production Company for more than five years until his retirement in June 1999. Shell Oil Company and its subsidiaries, with extensive operations in the United States, explore, develop, produce, purchase, transport and market crude oil and natural gas; they also purchase, manufacture, transport and market oil and chemical products and provide technical and business services.

Class Whose Term Expires In 2011

Lawrence J. Chazen,
age 68, director since 1994		Mr. Chazen has served since 1977 as Chief Executive Officer of Lawrence J. Chazen, Inc., a California registered investment adviser engaged in providing financial advisory services.
Mary P. Ricciardello,
age 53, director since 2003		Ms. Ricciardello served as Senior Vice President and Chief Accounting Officer of Reliant Energy, Inc. from January 2001 to August 2002, and immediately prior to that served as its Senior Vice President and Comptroller from September 1999 to January 2001 and as its Vice President and Comptroller from 1996 to September 1999. Ms. Ricciardello also served as Senior Vice President and Chief Accounting Officer of Reliant Resources, Inc. from May 2001 to August 2002. Reliant principally provides electricity and energy services to retail and wholesale customers. Ms. Ricciardello’s current principal occupation is as a certified public accountant, and she has not held a principal employment since leaving her positions with Reliant Energy, Inc. and Reliant Resources, Inc. in August 2002. Ms. Ricciardello is also a director of U.S. Concrete, Inc. and Devon Energy Corporation.

          None of the corporations or other organizations in which our non-management directors carried on their respective principal occupations and employments during the past five years is a parent, subsidiary or other affiliate of the Company.

ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS

Board Independence

          Our Board has determined that (a) each of Mr. Chazen, Ms. Ricciardello, Ms. Edwards, Mr. Leland, Mr. Cawley, Mr. Corbett and Mr. Little qualifies as an “independent” director under the New York Stock Exchange (“NYSE”) corporate governance rules and (b) each of Mr. Chazen, Ms. Ricciardello, Mr. Cawley and Mr. Corbett, constituting all the members of the audit committee, qualifies as “independent” under Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). These seven independent, non-management directors comprise in full the membership of each committee described below under “Board Committees and Meetings.”

          In order for a director to be considered independent under the NYSE rules, our Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). The Company’s corporate governance guidelines provide that a director will not be independent if, within the preceding three years,

	•		the director was employed by the Company;
	•		an immediate family member of the director was an executive officer of the Company;
	•		the director or an immediate family member of the director received more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such service is not contingent in any way on continued service);
	•		the director was affiliated with or employed by, or an immediate family member of the director was affiliated with or employed in a professional capacity by, a present or former internal or external auditor of the Company;
	•		the director or an immediate family member of the director was employed as an executive officer of another company where any of the Company’s present executives serve on that company’s compensation committee; or
	•		the director is an executive officer or an employee, or an immediate family member of the director is an executive officer, of a company that made payments to, or received payments from, the Company for property or services in an amount which, in any single fiscal year, exceeded the greater of $1 million or two percent of such other company’s consolidated gross revenues.

          The following will not be considered by our Board to be a material relationship that would impair a director’s independence. If a director is an executive officer of, or beneficially owns in excess of 10 percent equity interest in, another company

	•		that does business with the Company, and the amount of the annual payments to the Company is less than five percent of the annual consolidated gross revenues of the Company;
	•		that does business with the Company, and the amount of the annual payments by the Company to such other company is less than five percent of the annual consolidated gross revenues of the Company; or
	•		to which the Company was indebted at the end of its last fiscal year in an aggregate amount that is less than five percent of the consolidated assets of the Company.

          For relationships not covered by the guidelines in the immediately preceding paragraph, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by our directors who satisfy the independence guidelines described above. These independence guidelines

used by our Board are set forth in our corporate governance guidelines, which are published under the governance section of our website at www.noblecorp.com.

          In accordance with the Company’s corporate governance guidelines, the non-management directors have chosen a lead director to preside at regularly scheduled executive sessions of our Board held without management present. Mr. Cawley currently serves as lead director.

Board Committees and Meetings

          The Company has standing audit, compensation and nominating and corporate governance committees of our Board. Each of these committees operates under a written charter that has been adopted by the respective committee and by our Board. The charters are published under the governance section of the Company’s website at www.noblecorp.com and are available in print to any shareholders who request them.

          The current members of the committees, number of meetings held by each committee during 2008, and a description of the functions performed by each committee are set forth below:

     Audit Committee (11 meetings). The current members of the audit committee are Mary P. Ricciardello, Chair, Lawrence J. Chazen, Michael A. Cawley and Luke R. Corbett. The primary responsibilities of the audit committee are to select and retain the Company’s auditors (including review and approval of the terms of engagement and fees), to review with the auditors the Company’s financial reports (and other financial information) provided to the SEC and the investing public, to prepare and publish an annual report for inclusion in this proxy statement, and to assist our Board with oversight of the following: integrity of the Company’s financial statements; compliance by the Company with standards of business ethics and legal and regulatory requirements; qualifications and independence of the Company’s independent auditors (including both our independent registered public accounting firm and our Swiss statutory auditors); and performance of the Company’s independent auditors and internal auditors. Our Board has determined that Ms. Ricciardello is an “audit committee financial expert” as that term is defined under the applicable SEC rules and regulations. The audit committee’s report relating to 2008 begins on page 44 of this proxy statement.

     Compensation Committee (12 meetings). The current members of the compensation committee are Marc E. Leland, Chair, Julie H. Edwards and Jack E. Little. The primary responsibilities of the compensation committee are to discharge our Board’s responsibilities relating to compensation of directors and executive officers, to assist our Board in reviewing and administering compensation, benefits, incentive and equity-based compensation plans, and to prepare an annual disclosure under the caption “Compensation Committee Report” for inclusion in the Company’s proxy statement for its general meeting of shareholders. The compensation committee’s report relating to 2008 appears on page 25 of this proxy statement.

     Nominating and Corporate Governance Committee (5 meetings). The current members of the nominating and corporate governance committee are Michael A. Cawley, Chair, Julie H. Edwards and Marc E. Leland. The primary responsibilities of the nominating and corporate governance committee are to assist our Board in reviewing, evaluating, selecting and recommending director nominees when one or more directors are to be appointed, elected or re-elected to our Board; to monitor, develop and recommend to our Board a set of principles, policies and practices relating to corporate governance; and to oversee the process by which our Board, our Chief Executive Officer and executive management are evaluated.

     The nominating and corporate governance committee believes that directors should possess the highest personal and professional ethics, character, integrity and values; an inquisitive and objective perspective; practical wisdom; and mature judgment. Directors must be willing to devote sufficient time to discharging their duties and responsibilities effectively, and they should be committed to serving on our Board for an extended period of time. The nominating and corporate governance committee endeavors to have a Board representing diverse experience in policy-making positions in areas that are relevant to the Company’s lines of business and areas of operations worldwide.

     The nominating and corporate governance committee’s process for identifying candidates includes seeking recommendations from one or more of the following: current and retired directors and executive officers of the Company; a firm (or firms) that specializes in identifying director candidates (which firm may earn a fee for its services paid by the Company); persons known to directors of the Company in

accounting, legal and other professional service organizations or educational institutions; and, subject to compliance with applicable procedures, shareholders of the Company. The nominating and corporate governance committee’s process for evaluating candidates includes investigation of the person’s specific experiences and skills, time availability in light of commitments, potential conflicts of interest, and independence from management and the Company. Candidates recommended by a shareholder are evaluated in the same manner as are other candidates. We did not receive any recommendations from shareholders of the Company for director nominees for the general meeting.

          Under the Company’s policy on director attendance at general meetings of shareholders, all directors are expected to attend each general meeting, and any director who should become unable to attend the general meeting is responsible for notifying the Chairman of the Board in advance of the meeting. At the date of this proxy statement, we know of no director who will not attend the general meeting. In 2008, all directors attended the annual meeting of shareholders.

          In 2008, our Board held 9 meetings. In 2008, each director attended at least 75% of the aggregate of (1) the total number of meetings of our Board and (2) the total number of meetings of committees of our Board on which such director served (during the periods that such director served).

Shareholder Communications with Directors

          Our Board has approved the following process for shareholders and other security holders of the Company and interested parties to send communications to our Board. To contact all directors on our Board, all directors on a Board committee, an individual director, or the non-management directors of our Board as a group, the shareholder, other security holder or interested party can:

	•		mail Noble Corporation, Attention: Corporate Secretary, at 13135 South Dairy Ashford, Suite 800, Sugar Land, Texas 77478;
	•		e-mail nobleboard@noblecorp.com; or
	•		telephone the NobleLine (toll-free and anonymous, available 24 hours a day, seven days a week) at +1 877-285-4162.

          All communications received in the mail are opened by the office of the Company’s Secretary for the purpose of determining whether the contents represent a message to our Board. All communications received electronically are processed under the oversight of our Board by the Company’s general counsel. Complaints or concerns relating to the Company’s accounting, internal accounting controls, or auditing matters are referred to the audit committee of our Board. Complaints or concerns relating to other corporate matters, which are not addressed to a specific director, are referred to the appropriate functional manager within the Company for review and response. A summary of the incoming contact and the manager’s response is reported to our Board. Complaints or concerns relating to corporate matters other than the specific items referred to the audit committee as described above, which are addressed to a specific director, committee of our Board, or group of directors, are promptly relayed to such persons.

Director Education

          We provide our directors with information and materials that are designed to assist them in performing their duties as directors. We provide director manuals, periodic presentations on new developments in relevant areas, such as legal and accounting matters, as well as opportunities to attend director education programs at the Company’s expense. Our director manual contains important information about the Company and the responsibilities of our directors, including: our Articles of Association and By-laws; guidelines for assignments regarding standing committees of our Board; the charter for each of our Board committees; a summary of laws and regulations regarding compliance with insider reporting and trading; our code of business conduct and ethics; corporate directors’ guidebooks published by such organizations as the American Bar Association Section of Business Law, National Association of Corporate Directors, and American Society of Corporate Secretaries; a statement of the Company paradigms that govern how we conduct our business; and our safety policy and quality policy and objectives.

POLICIES AND PROCEDURES RELATING TO
TRANSACTIONS WITH RELATED PERSONS

          Transactions with related persons are reviewed, approved or ratified in accordance with the policies and procedures set forth in our code of business conduct and ethics and our administrative policy manual, the procedures described below for director and officer questionnaires, and the other procedures described below.

          Our code of business conduct and ethics provides that conflicts of interest are prohibited as a matter of Company policy. Under such code of business conduct and ethics, any employee, officer or director who becomes aware of a conflict, potential conflict or an uncertainty as to whether a conflict exists should bring the matter to the attention of a supervisor, manager or other appropriate personnel. Our Board and its senior management review all reported relationships and transactions in which the Company and any director, officer or family member of a director or officer are participants to determine whether an actual or potential conflict of interest exists. Our Board may approve or ratify any such relationship or transaction if our Board determines that such relationship or transaction is in our best interests (or not inconsistent with our best interests) and the best interests of our shareholders. A conflict of interest exists when an individual’s personal interest is adverse to or otherwise in conflict with the interests of the Company. Our code of business conduct and ethics sets forth several examples of how conflicts of interest may arise, including when

	•		an employee, officer or director or a member of his or her family receives improper personal benefits because of such employee’s, officer’s or director’s position in the Company;
	•		a loan by the Company to, or a guarantee by the Company of an obligation of, an employee or his or her family member is made;
	•		an employee works for or has any direct or indirect business connection with any of our competitors, customers or suppliers; or
	•		Company assets and properties are used for personal gain or Company business opportunities are usurped for personal gain.

          In addition, our administrative policy manual, which applies to all our employees, defines some additional examples of what the Company considers to be a conflict of interest, including when

	•		subject to certain limited exceptions, an employee or consultant or any member of his or her immediate family has an interest in any business entity that deals with the Company where there is an opportunity for preferential treatment to be given or received;
	•		an employee or consultant serves as an officer, a director, or in any management capacity of another business entity directly or indirectly related to the contract drilling or energy services industries without specific authority from our Board;
	•		an employee or consultant or any member of his or her immediate family buys, sells or leases any kind of property, facilities or equipment from or to the Company or any of its subsidiaries or to any business entity or individual who is or is seeking to become a contractor, supplier or customer, without specific authority from our Board; or
	•		subject to certain limited exceptions, an employee or consultant or any member of his or her immediate family accepts gifts, payments, extravagant entertainment, services or loans in any form from anyone soliciting business, or who may already have established business relations, with the Company.

          Each year we require all our directors, nominees for director and executive officers to complete and sign a questionnaire in connection with the solicitation of proxies for use at our general meeting of shareholders. The purpose of the questionnaire is to obtain information, including information regarding transactions with related persons, for inclusion in our proxy statement or annual report.

          In addition, we review SEC filings made by beneficial owners of more than five percent of any class of our voting securities to determine whether information relating to transactions with such persons needs to be included in our proxy statement or annual report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          As of March 27, 2009, we had 261,248,093 shares outstanding, excluding shares held in treasury. The following table sets forth, as of March 27, 2009, (1) the beneficial ownership of shares by each of our directors, each “named executive officer” listed in the Summary Compensation Table appearing in this proxy statement, and all our directors and named executive officers as a group, and (2) information about the only persons who were known to the Company to be the beneficial owners of more than five percent of the outstanding shares.

		Shares
		Beneficially Owned (1)
		Number of				Percent of
Name		Shares				Class (2)
Directors
Michael A. Cawley			1,857,969	(3)(4)			—
Lawrence J. Chazen			40,848	(3)			—
Luke R. Corbett			88,699	(3)			—
Julie H. Edwards			41,067	(3)			—
Marc E. Leland			129,870	(3)			—
Jack E. Little			125,094	(3)			—
Mary P. Ricciardello			59,939	(3)			—
William A. Sears			70,229	(3)			—
David W. Williams			687,240	(3)			—
Named Executive Officers (excluding any Director listed above) and Group
Julie J. Robertson			1,118,945	(3)			—
Thomas L. Mitchell			339,540	(3)			—
William A. Turcotte			57,073	(3)			—
Robert D. Campbell			61,965	(3)			—
All directors and named executive officers as a group (13 persons)			4,678,478	(5)			1.78	%
FMR LLC			26,761,327	(6)			10.24	%
82 Devonshire Street
Boston, Massachusetts 02109
Barclays Global Investors, NA			15,703,795	(7)			6.01	%
400 Howard Street
San Francisco, California 94105

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

     Board Process and Independent Review of Compensation Program

          The compensation committee of our Board is responsible for determining the compensation of our directors and executive officers and for establishing, implementing and monitoring adherence to our executive compensation philosophy. The compensation committee provides guidance to our Board in reviewing and administering the compensation programs, benefits, incentive and equity-based compensation plans. The compensation committee operates independently of management and receives compensation advice and data from outside advisors.

          In addition, the compensation committee may delegate its authority to an officer of the Company subject to restrictions on participants in compensation plans determining their own benefits. In addition, the compensation committee may form one or more subcommittees and delegate its authority to any such subcommittee, as it deems appropriate.

          The compensation committee charter authorizes the committee to retain and terminate, as the committee deems necessary, independent advisors to provide advice and evaluation of the compensation of directors or executive officers, or other matters relating to compensation, benefits, incentive and equity-based compensation plans and corporate performance. The compensation committee is further authorized to approve the fees and retention terms of any independent advisor that it retains. In 2008, Hewitt Associates LLC served as independent compensation consultant to the compensation committee through September. On October 6, 2008, the committee engaged Pearl Meyer & Partners, an independent consulting firm, to serve as the committee’s compensation consultant.

          The compensation consultant reports to and acts at the direction of the compensation committee and is independent of management. The compensation consultant provides comparative market data regarding executive and director compensation for comparative purposes to assist in establishing reference points for the principal components of compensation. The compensation consultant also provides information regarding compensation trends in the general marketplace, compensation practices of other drilling and oilfield services companies, and regulatory and compliance developments. The compensation consultant is instructed to validate certain data that our Administration Department submits to our compensation committee regarding various aspects of compensation for our employees, executive officers and directors. The compensation consultant regularly participates in the meetings of the compensation committee and meets privately with the committee at the committee’s request.

          In determining compensation for our Chief Executive Officer, the compensation committee evaluates and assesses his performance related to leadership, financial and operating results, board relations, and other considerations. The compensation committee incorporates these considerations, as well as compensation market information, into its adjustment decisions. The compensation consultant provides market information and perspectives on market-based adjustments, which are included in the committee’s decision making process.

          In determining compensation for executive officers (other than our Chief Executive Officer), our Chief Executive Officer works with the compensation consultant and our Executive Vice President to review compensation market information and prior compensation decisions and to recommend compensation adjustments to the compensation committee at its last meeting of each year (October) and first meeting of each year (late January or early February). Our Chief Executive Officer and Executive Vice President may attend compensation committee meetings at the request of the committee, except when the compensation of such individuals is being discussed. The compensation committee reviews, and recommends to our Board for approval, all compensation for the named executive officers.

     Compensation Philosophy

          The Company believes that its executive compensation program reflects the Company’s philosophy that executive compensation should be structured so as to closely align each executive’s interests with the interests of our shareholders. The program is designed to emphasize equity-based incentive and performance-based pay and, in order to promote an atmosphere of teamwork, fairness and motivation, these concepts extend beyond the named executive officers to other key employees throughout the Company. The primary objectives of the Company’s total compensation package are to motivate our executives to assist the Company in achieving certain operating and financial performance goals that enhance shareholder value, to reward outstanding performance in achieving these

goals and to establish and maintain a competitive executive compensation program that enables the Company to attract, retain and motivate high caliber executives who will contribute to the long-term success of the Company. When used in this Compensation Discussion and Analysis section, the term “named executive officers” means those persons listed in the Summary Compensation Table.

          Consistent with this philosophy, we seek to provide a total compensation package for the named executive officers that is competitive with those of the companies in the direct peer and broad energy peer benchmarking groups described below and yet is structured so that it results in having a substantial portion of total compensation subject to company, individual and share price performance. In designing these compensation packages, the compensation committee annually reviews each compensation component and compares its use and level to various internal and external performance standards and market reference points.

     Executive Compensation Program Design

          In order to accomplish the objectives of our compensation program, we include in the compensation of our executive officers a substantial amount of equity-based incentives and performance-based pay. However, we do not base the percentage of total compensation attributable to equity-based incentives or performance-based pay for each named executive officer on any specific target. Equity-based incentives and performance-based pay constituted a substantial portion of the compensation package of our currently employed named executive officers during the year ended December 31, 2008, as shown by the percentages in the following table, which are calculated based on the information set forth in the Summary Compensation Table.

		David W.				Julie J.				Thomas L.				William E.
Compensation Component		Williams				Robertson				Mitchell				Turcotte
Equity-based incentives or performance-based pay (1)			73	%(3)			64	%			78	%(3)			8	%(4)
Not equity-based incentives or performance-based pay (2)			27	%			36	%			22	%			92	%
Total Compensation			100	%			100	%			100	%			100	%

          We believe that our executive officers should be fairly compensated each year relative to market pay levels of our peer groups and internal equity within the Company. We generally do not take into account gains on prior compensation from the Company, such as gains from previously awarded stock options, in setting other elements of compensation, such as base pay, short-term incentive award payments, long-term incentive awards or retirement and other benefits. For newly-hired executive officers, we take into account their prior base salary and performance and incentive based pay, as well as the contribution expected to be made by the new executive officer and the responsibilities and duties of the executive officer with us.

     Compensation Program Peer Groups

          We compete for talent with employers across many different sectors around the world, but our primary competitive market generally includes other companies in the energy industry, such as offshore drilling companies, oilfield service companies, other energy companies and oil and gas companies. In making compensation decisions for our named executive officers, each element of their total direct compensation is compared against published compensation data and data provided by the compensation consultant. For 2008, the peer groups of companies approved by our compensation committee and used as external benchmarks for comparing each component of executive compensation were as follows:

		Direct Peer Group		Broad Energy Peer Group
•		Rationale: Provides market data on companies that are very similar to us in terms of business activities, operations and revenue size		•		Rationale: Provides market data on companies that are similar to us in terms of competition for executive talent, energy industry knowledge, operations and revenue size
•		Companies included are:		•		Companies included are:
		— Diamond Offshore Drilling, Inc.				— Baker Hughes Inc.
		— ENSCO International, Inc.				— BJ Services Company
		— Helmerich & Payne, Inc.				— Cabot Oil & Gas Corporation
		— Nabors Industries Ltd.				— Cameron International Corporation
		— Pride International, Inc.				— Chicago Bridge & Iron Company
		— Rowan Companies, Inc.				— Cimarex Energy Company
		— Transocean Ltd. (formerly Transocean, Inc.)				— El Paso Corporation
						— Equitable Resources, Inc.
						— FMC Technologies Inc.
						— Forest Oil Corporation
						— Noble Energy, Inc.
						— Pioneer Natural Resources Company
						— Plains Exploration & Production Company
						— Schlumberger Ltd.
						— Southwestern Energy Company
						— St. Mary Land & Exploration Company

          We also partially measure achievement of performance goals required for vesting of our performance-based Restricted Shares against the Dow Jones U.S. Oil Equipment & Services Index (the “DJ Index”). For more details, see “How Amounts for Compensation Components are Determined—2008 Long-Term Incentives.”

          Data from peer groups play an important role in the process used by the compensation committee to determine the design, components and award levels in our executive pay programs. The compensation committee endeavors to conduct a review of the compensation program, including treatment of each named executive officer, on an annual basis to ensure that our compensation program works as designed and intended and in light of current market conditions. This review by the compensation committee also facilitates discussion among the members of the compensation committee regarding all our compensation and benefit programs.

     Compensation Program Overview

          Following is an overview of the principal components of our compensation program:

Compensation
Program Component		Structure/Rationale		Objectives
Salary		•    Salary for the named executive officers is reviewed and set annually based on market practices observed within the Direct Peer and Broad Energy Peer Groups. •    Salary levels and adjustments to salary take into account our executives’ responsibilities, individual performance and internal equity within the Company. •    This component of pay is generally used to attract and retain executives.		•    We generally target salary levels between the 50th and 75th percentile of the Direct Peer and Broad Energy Peer Groups with high performing named executive officers approximating the 75th percentile.
Short-term incentives awarded under the Noble Corporation Short Term Incentive Plan (“STIP”)		•    Given the emphasis we place on performance-based compensation, annual incentive targets are set above the 50th percentile of the Broad Energy Peer Group. •    This structure allows for a total cash compensation opportunity (base salary, plus short-term incentive awards) at or above the Broad Energy Peer Group 50th percentile commensurate with performance. •    This program encourages and rewards achievement of annual financial and operational performance and individual goals and objectives.		•    Bonus targets are set annually to correspond generally with the market 75th percentile of the Direct Peer and Broad Energy Peer Groups. •    The Company targets the total cash compensation opportunity for each named executive officer to be between the 50th and 75th percentile of the Direct Peer and Broad Energy Peer Groups, if the performance of the named executive officer warrants. •    The compensation committee believes that the named executive officers’ bonuses under the STIP for 2008 are consistent with our objectives.
Long-term incentives awarded under the Noble Corporation 1991 Stock Option and Restricted Stock Plan, as amended (the “1991 Plan”)		•    Awards are provided to executive officers on the basis of market compensation data as well as the executive officers’ responsibility and ability to influence the management and performance of the Company. •    Grants and awards of long-term incentives ensure a longer term focus and facilitate share ownership for named executive officers. •    Our long-term incentives consist of: -    Performance-vested restricted share awards designed to reward relative total shareholder return versus industry peers, -    Time-vested restricted share awards that facilitate retention of the named executive officer and a focus on longer term share price appreciation, and -    Stock option grants that are designed to reward absolute share price appreciation. •    The compensation committee has the ability to grant additional stock options and time-vested Restricted Shares based on specific situations including new hire, retention and motivation needs.		•    Given the design as described further below, award levels are set to correspond generally with the Direct Peer and Broad Energy Peer Groups’ 75th percentile level. •    The compensation committee believes that the named executive officers’ awards under the 1991 Plan for 2008 are consistent with our objectives.

Compensation
Program Component		Structure/Rationale		Objectives
Retirement and Other Benefits		•    Our retirement programs provide retirement income benefits to participants. These retirement programs and certain other benefits are discussed in further detail under the caption “Retirement and Other Benefits.”		•    The compensation committee believes that these retirement programs and other benefits assist in maintaining a competitive position in attracting and retaining officers and other employees.
Change of Control Employment Agreements		•    We enter into these agreements with our named executive officers and certain other key employees in an effort to attract and retain executive talent and to ensure their actions align with the interests of the Company and its shareholders in the event of a change of control. These agreements are discussed in further detail under the caption “Potential Payments on Termination or Change of Control – Change of Control Employment Agreements.”		•    The compensation committee believes that these agreements assist in maintaining a competitive position in attracting and retaining officers and other key employees and aligning their interests with the interests of the Company and its shareholders in the event of a change of control.

          When targeting a percentile of the Direct Peer Group, the compensation committee benchmarks compensation by (i) ranking our named executive officers in relation to total compensation paid and comparing the named executive officers to individuals in like positions in companies included in the Direct Peer Group and (ii) comparing compensation of the named executive officers to the compensation of individuals in like positions in the companies included in the Direct Peer Group, where sufficient data for such a comparison were available. When targeting a percentile of the Broad Energy Peer Group, the compensation committee benchmarks compensation of the named executive officers to the compensation of individuals in like positions in the companies included in the Broad Energy Peer Group.

     How Amounts for Compensation Components are Determined

          2008 Base Salary. Base salary levels of the named executive officers were determined based on a combination of factors, including our compensation philosophy, market compensation data, competition for key executive talent, the named executive officer’s experience, leadership, prior achievement of specified business objectives and prior contribution to the Company’s success, the Company’s overall annual budget for merit increases and the named executive officer’s individual performance in the prior year. The compensation committee conducts an annual review of the base salaries of named executive officers by taking into account these factors.

          Base salary was increased for Mr. Williams, Ms. Robertson and Mr. Mitchell in February 2008 in connection with the compensation committee’s annual review of base salaries. As in 2007, the compensation committee continued to focus on the heightened competition for executives in the energy market in 2008.

          For the named executive officers serving the Company at December 31, 2008, base salary at that date ranged (i) from 73 percent to 88 percent of the 75th percentile of the like positions in the Broad Energy Peer Group and (ii) from 66 percent to 94 percent of the 75th percentile of the applicable ranks in the Direct Peer Group.

          Effective February 1, 2009, the Board approved 2009 base salaries for our named executive officers as follows: Mr. Williams – $805,000; Ms. Robertson – $477,000; Mr. Mitchell – $446,000; and Mr. Turcotte – $315,000.

          The compensation committee does not necessarily target base salary at any particular percentage of total compensation. Instead, base salary increases for each individual are generally determined by considering the factors set forth above. Base salary levels of named executive officers vary from one another primarily due to the benchmarking of compensation for each named executive officer based on a comparison to individuals in like positions in the Broad Energy Peer Group and the Direct Peer Group and individuals in comparably-ranked positions in the Direct Peer Group.

          2008 Short-Term Incentives and Other Bonus Awards. The STIP gives participants, including the named executive officers, the opportunity to earn annual cash bonuses in relation to specified target award levels defined as

a percentage of their base salaries. To be eligible to receive a STIP award for the 2008 plan year, the participant must have been actively employed on December 31, 2008 and must have continued to be employed through the date on which the STIP award payments were made. The 2008 STIP does not require a minimum period of service to be eligible for consideration of an award.

          Plan award sizes were developed considering market data and internal equity. For each of the named executive officers serving the Company at December 31, 2008, the combination of base salary plus target award exceeded the market 50^th percentile of the Direct Peer and Broad Energy Peer Groups.

          The purpose of the STIP is to tie compensation directly to specific business goals and management objectives and individual performance. The Company believes that the performance goals for the 2008 plan year, which were based on safety results, earnings per share, and cash operating margin, were appropriately chosen to focus our named executive officers on performance designed to lead to increased shareholder value.

          The target awards for our named executive officers set forth in the plan range from 55 percent of base salary to 100 percent of base salary, with the latter target award generally set for our Chief Executive Officer. The resulting total STIP awards for the 2008 plan year, which include both the Performance Bonus and Discretionary Bonus described below, could have ranged from zero to 150 percent of base salary for the named executive officer with the highest target award and from zero to 110 percent of base salary for the named executive officer with the lowest target award.

          For each participant, a portion of the total STIP award is based on the achievement of performance goals (“Performance Bonus”) and the remaining portion of the STIP award is available at the discretion of the compensation committee based on merit, individual and team performance and additional selected criteria (“Discretionary Bonus”). The compensation committee sets the performance goals for the Performance Bonus annually.

          Performance Bonus. The Performance Bonus portion of the STIP award is calculated by multiplying one-half of the total target STIP award by a multiplier, which is calculated by measuring actual performance against the performance goals. Corporate personnel, including the named executive officers, have different performance goals from division personnel, but the total applicable multiplier for corporate personnel (as explained below) takes into account division level performance. The performance goals for 2008 for corporate personnel were weighted with respect to three criteria: safety results (25 percent), earnings per share (35 percent) and cash operating margin (40 percent), defined as contract drilling revenues less contract drilling costs, including reimbursables.

          For the 2008 plan year, a combined weighted percentage of goal achievement for corporate employees is calculated by weighting the achievement of the corporate goals described above. The applicable multiplier used to calculate the Performance Bonus is then determined within a range of zero for an achievement of a combined weighted percentage of goal achievement of less than 65 percent and 2.0 for an achievement of a combined weighted percentage of goal achievement of more than 160 percent. The Performance Bonus portion of the STIP award is then determined by taking the applicable multiplier, ranging from zero to 2.0, and multiplying it by one-half of the individual’s total target STIP award.

          For the 2008 plan year, the combined weighted percentage of goal achievement for corporate personnel was calculated by first determining a combined weighted percentage of corporate goal achievement as follows:

(0.25 [safety results] x 1.25 [adjustment factor for performance relative to industry average]) +

(0.35 [earnings per share] x 1.00 [adjustment factor for performance relative to budget]) +

(0.40 [cash operating margin] x (1.00 [adjustment factor for performance relative to budget] + 0.50 [an additional adjustment factor relative to direct peer group performance])

equals

a combined weighted adjustment factor of 1.26 or a combined weighted percentage of corporate goal achievement of 126 percent.

          The compensation committee measures safety results by comparing our total recordable incident rate (TRIR) against the International Association of Drilling Contractors (IADC) average. For 2008, our TRIR of 0.70 was approximately 35% better than the IADC average of 1.07, resulting in an adjustment factor of 1.25 for this performance metric. For any given plan year, the 12-month measurement period for safety results begins on October 1 of the previous year and ends on September 30 of the plan year due to the availability of IADC data.

          The compensation committee measures earnings per share (EPS) and cash operating margin (COM) (defined as contract drilling revenues less contract drilling costs, including reimbursables) performance relative to our annual budget. For 2008, our actual EPS of $5.85 was approximately 102% of the budgeted EPS target of $5.719. For 2008, our actual COM of approximately $2.31 billion was approximately 102% of the budgeted COM target of approximately $2.27 billion Actual EPS and COM were within the range of 96-105% of the budgeted amounts for 2008, resulting in an adjustment factor of 1.00 for each of these performance metrics. Under the STIP, an additional adjustment factor of 0.50 was included for cash operating margin performance in recognition of the Company’s positive performance relative to its peer group.

          The combined weighted adjustment factor of 1.26, or 126 percent, relates solely to performance relative to corporate level goals. The total applicable multiplier for corporate personnel, including the named executive officers, also takes into account division level performance. For 2008, the weighted adjustment factor at the division level was 1.39, or 139 percent. Together, the corporate level performance and the division level performance resulted in a combined adjustment factor of 1.33, or 133 percent, for 2008. Under the STIP, this combined weighted percentage of goal achievement of 133 percent corresponds to an applicable multiplier of 1.50, which resulted in the named executive officers’ being awarded a Performance Bonus equal to 1.50 times their target Performance Bonus. The Performance Bonuses for the 2008 plan year paid to the named executive officers who were eligible to receive a STIP award are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

          Discretionary Bonus. The Discretionary Bonus portion of the STIP award is available at the discretion of the compensation committee and can range from zero to 2.0 times one-half of the individual’s total target STIP award.

          Our current Chief Executive Officer recommended, and the compensation committee approved, Discretionary Bonuses for the 2008 plan year for the named executive officers (other than our Chief Executive Officer) who were eligible to participate in the STIP for the 2008 plan year. The Discretionary Bonus for our current Chief Executive Officer was determined by the compensation committee. The Discretionary Bonuses for the 2008 plan year paid to the named executive officers are included in the Bonus column of the Summary Compensation Table.

          2008 Long-Term Incentives. We think it is important to reward executive officers and key employees with equity compensation, in keeping with our overall compensation philosophy to align executives’ and employees’ interests with the interests of our shareholders. We believe long-term incentives promote sustained shareholder value by encouraging named executive officers to accomplish goals that benefit the Company on both a short-term and long-term basis. We do not target long-term incentive opportunities to be a particular percentage of total compensation. Under the 1991 Plan, the compensation committee granted stock options and awarded performance-vested Restricted Shares and time-vested Restricted Shares in 2008 to individuals (including our named executive officers) who demonstrated superior performance in their current position, as well as the likelihood of high-level performance in the future.

          In 2008, awards of long-term incentives to named executive officers were made so that approximately 20 percent, 40 percent and 40 percent of the total value of all long-term incentives were made in the form of nonqualified stock options, time-vested Restricted Shares and performance-vested Restricted Shares, respectively.

          Stock Options. Each award of nonqualified stock options to our named executive officers in 2008 vests one-third per year over three years commencing one year from the grant date. All options granted have an exercise price equal to the fair market value (average of the high and low sales price) of our shares on the date of grant. Each option expires 10 years after the date of its grant.

          Time-Vested Restricted Shares. Each award of time-vested Restricted Shares to our named executive officers in 2008 vests one-third per year over three years commencing one year from the award date. Prior to vesting, time-vested Restricted Shares may not be sold, transferred or pledged. Holders of time-vested Restricted

Share awards are entitled to receive dividends and distributions on the Restricted Shares they hold at the same rate and in the same manner as the holders of unrestricted shares.

          Performance-Vested Restricted Shares. Performance-vested Restricted Shares vest based on the achievement of specified corporate performance criteria over a three-year performance cycle. The number of performance-vested Restricted Shares awarded to a participant equals the number of shares that would vest if the maximum level of performance for a given performance cycle is achieved. The number of such shares that vests is determined after the end of the applicable performance period. Any performance-vested Restricted Shares that do not vest are forfeited. Prior to vesting, Restricted Shares may not be sold, transferred or pledged. Holders of Restricted Shares are entitled to receive dividends and distributions on the Restricted Shares they hold at the same rate and in the same manner as unrestricted shares.

          In setting the target number of performance-vested Restricted Shares, the compensation committee takes into consideration market data, the award’s impact on total compensation, the performance of the executive during the last completed year, and the potential for further contributions by the executive in the future.

          The compensation committee selected the target award levels in the tables below, which significantly influence total compensation, because it believes that if the Company performs at or above the 75^th percentile relative to the companies in the DJ Index and the Direct Peer Group, then our compensation levels should be commensurate with this performance. If the Company performs below this level, our compensation levels should be lower than the 75^th percentile. The maximum number of performance-vested Restricted Shares that can be awarded is 150% of the target award level; therefore, target level performance at the 75^th percentile equates to approximately two-thirds of the maximum number of performance-vested Restricted Shares awarded.

          The terms of the performance-vested Restricted Shares awarded by the compensation committee in February 2008 for the 2008-2010 performance cycle provide that (a) one-half of the total number of Restricted Shares awarded will vest based on a performance measure of cumulative total shareholder return (TSR) for our shares relative to the companies in the DJ Index and (b) the remaining one-half of the total number of Restricted Shares awarded will vest based on TSR for our shares relative to the companies in the Direct Peer Group.

          To determine the number of performance-vested Restricted Shares awarded for the 2008-2010 performance cycle that will vest,

	•		first, the percentile ranking of the TSR for our shares is computed relative to the companies in the DJ Index at the end of the performance cycle;
	•		second, the DJ Index percentile ranking is cross-referenced in the table below to determine the percentage of performance-vested Restricted Shares allotted to the DJ Index performance measure that will vest for the 2008-2010 performance cycle;

DJ Index Performance Table

						Percentage of Performance-Vested
TSR for Shares						Maximum Restricted
Relative to the DJ Index						Shares Vesting (1)
90%tile and greater				(maximum)			100.0	%
85 %tile							88.7	%
80 %tile							78.0	%
75 %tile				(target)			66.7	%
70 %tile							62.0	%
65 %tile							57.3	%
60 %tile							52.7	%
55 %tile							47.3	%
50 %tile							42.7	%
45 %tile							38.0	%
40 %tile				(threshold)			33.3	%
Below 40 %tile							0	%

Direct Peer Group Performance Table

						Percentage of Performance-Vested
TSR for Shares						Maximum Restricted
Relative to the Direct Peer Group						Shares Vesting (1)
100 %tile				(maximum)			100	%
87.5 %tile							94.4	%
75 %tile				(target)			67.7	%
62.5 %tile							54.7	%
50 %tile							42.7	%
37.5 %tile				(threshold)			28.0	%
Below 35 %tile							0	%

          The performance-vested Restricted Shares awarded by the compensation committee in April 2005 for the 2005-2007 performance cycle vested effective February 7, 2008. Performance-vested Restricted Shares for the 2005-2007 performance cycle vested based solely on the performance measure of TSR for our shares relative to the companies in the DJ Index. At the end of the performance period, the percentile ranking of the TSR for our shares relative to the companies in the DJ Index was in the 64^th percentile, which corresponded to the vesting of 56.5 percent of the outstanding performance-vested Restricted Shares awarded for the 2005-2007 performance cycle. The total number of performance-vested Restricted Shares that vested for those named executive officers who received an award for the 2005-2007 performance cycle were as follows: Ms. Robertson – 15,586 shares and Mr. Campbell – 8,809 shares.

          Our Chief Executive Officer recommends the total value of the long-term incentive awards to the compensation committee for all positions other than his own. The total value of the awards is developed considering our objectives for this component of total compensation relative to the pay of the companies in the Direct Peer and Broad Energy Peer Groups and is set to correspond with the Direct Peer and Broad Energy Peer Group’s 75^th percentile. The compensation committee determines the total award value of the long-term incentive awards for our Chief Executive Officer.

          In applying the methodology above, the compensation committee has the discretion to adjust option grants and Restricted Share awards based on considerations of internal equity and individual performance during the prior year.

          In 2008, the Black-Scholes option pricing model was used at the time of the grant of nonqualified stock options to named executive officers to calculate the number of options whose value approximated 20 percent of the total value of the long-term incentive awards assigned to a named executive officer. For time-vested Restricted Shares awards awarded in 2008, the market price of our shares at the time of award was used to calculate the number of time-vested Restricted Shares whose value approximated 40 percent of the total value of the long-term incentive awards assigned to a named executive officer. For performance-vested Restricted Shares awards awarded in 2008, the market price of our shares at the time of award, the difficulty in achieving the performance targets and the accounting valuation of the award were used to calculate the number of performance-vested Restricted Shares whose value approximated 40 percent of the total value of the long-term incentive awards assigned to a named executive officer.

          In connection with our recent transaction that resulted in Noble Corporation, a Swiss company, becoming the parent entity of the Noble group of companies, all stock options and Restricted Shares previously awarded by the Cayman Islands company were automatically converted into an equivalent number of stock options and Restricted Shares in the Swiss company.

     Compensation Paid to Interim Chief Executive Officer

          William A. Sears served as Chairman of the Board, Chief Executive Officer and President of the Company on an interim basis from September 20, 2007 to January 2, 2008. During his term as an officer of the Company, Mr. Sears received an annual base salary at the rate of $850,000. Mr. Sears’ base salary was set to correspond with the Direct Peer and Broad Energy Peer Group’s 75^th percentile because of his background and considerable industry experience. During his term of office, Mr. Sears did not participate in any of our retirement programs or other employee benefit programs.

          In connection with the appointment of Mr. Sears to his offices with the Company, our Board set his 2007 STIP target award level at 100 percent, which was the same target award level as our prior Chief Executive Officer. When the 2007 STIP award payments were made on February 27, 2008, Mr. Sears was no longer an employee and therefore was not eligible under the terms of the 2007 STIP to receive a bonus payment thereunder. Our Board awarded a discretionary bonus to Mr. Sears of $407,767, which represents the amount that Mr. Sears would have been awarded under the 2007 STIP had he continued to be employed through February 27, 2008. The discretionary bonus was awarded to Mr. Sears in recognition of his service to the Company as interim Chairman of the Board, Chief Executive Officer and President and his contributions during such term of office towards the identification of his successor.

          In connection with Mr. Sears’ appointment, the compensation committee on October 25, 2007 authorized and approved an award under the 1991 Plan of 23,081 time-vested Restricted Shares, a portion of which (6,060 shares) was awarded in recognition of shares that he would have otherwise received on the same date under the Second Amended and Restated Noble Corporation 1992 Nonqualified Stock Option and Share Plan for Non-Employee Directors (the “1992 Plan”) had he been a non-employee director on October 25, 2007. In determining the 17,021 time-vested Restricted Shares (23,081 total time-vested Restricted Shares less 6,060 time vested Restricted Shares) awarded to Mr. Sears, the compensation committee consulted with the compensation consultant, which provided market information for interim officers with backgrounds and experience comparable to that of Mr. Sears. The 23,081 time-vested Restricted Shares were later forfeited in accordance with the terms of the award upon the resignation of Mr. Sears as an officer of the Company on January 2, 2008. On February 8, 2008, our Board awarded 6,060 unrestricted Shares to Mr. Sears under the 1992 Plan in recognition of the 6,060 shares that would have been awarded to Mr. Sears on October 25, 2007 had he chosen not to serve the Company as interim Chairman of the Board, Chief Executive Officer and President and continued to serve as a non-employee director. Also on February 8, 2008, upon the recommendation of the compensation committee, our Board authorized and approved a payment to Mr. Sears of $85,480. The compensation committee determined to recommend this payment in recognition of Mr. Sears’ service as interim Chairman of the Board, Chief Executive Officer and President of the Company from September 20, 2007 to January 2, 2008 (“Mr. Sears’ period of service”) and the forfeiture of 17,021 time-vested Restricted Shares. The $85,480 amount represented the dollar value of the 17,021 time-vested Restricted Shares awarded on October 25, 2007 (and forfeited on January 2, 2008) prorated over Mr. Sears’ period of service. Mr. Sears subsequently requested that the Company reconsider the compensation committee’s recommendation of payment of $85,480 and that our Board authorize and approve a payment that represented the current market value of 17,201 shares. The compensation committee determined not to recommend an additional payment.

     Retirement and Other Benefits

          We offer retirement programs that are intended to supplement the personal savings and social security for covered officers and other employees. The programs include the Noble Drilling Corporation 401(k) Savings Plan, the Noble Drilling Corporation 401(k) Savings Restoration Plan, the Noble Drilling Corporation Salaried Employees’ Retirement Plan, the Noble Drilling Corporation Retirement Restoration Plan, and the Noble Drilling Corporation Profit Sharing Plan. The Company believes that these retirement programs assist the Company in maintaining a competitive position in attracting and retaining officers and other employees.

          401(k) Savings Plan and 401(k) Savings Restoration Plan. We adopted the Noble Drilling Corporation 401(k) Savings Plan to enable U.S. employees, including the named executive officers, to save for retirement through a tax-advantaged combination of employee and Company contributions and to provide employees the opportunity to directly manage their retirement plan assets through a variety of investment options. The 401(k) plan allows eligible employees to elect to contribute from one percent to 50 percent of their basic compensation, which is generally the employee’s base pay, to the plan. Employee contributions are matched in cash or shares by us at the rate of $0.70 per $1.00 employee contribution for the first six percent of the employee’s basic compensation. After the employee has completed five years of continuous service as determined under the 401(k) plan, employee contributions are matched in cash or shares by us at the rate of $1.00 per $1.00 employee contribution for the first six percent of the employee’s basic compensation. Vesting in an employee’s employer matching contribution account is based on the employee’s years of service with the Company and its affiliates. The amount credited to an employee’s employer matching contribution account becomes fully vested upon completion of three years of service by the employee. However, regardless of the number of years of service, an employee is fully vested in his employer matching contribution account if the employee retires at age 65 or later or the employee’s employment is terminated due to death or disability.

          The Noble Drilling Corporation 401(k) Savings Restoration Plan and the Noble Drilling Corporation 2009 401(k) Savings Restoration Plan are unfunded, nonqualified employee benefit plans under which certain highly compensated employees of the Company and its subsidiaries may elect to defer compensation in excess of amounts deferrable under the Noble Drilling Corporation 401(k) Savings Plan. These nonqualified plans are discussed in further detail below in this Executive Compensation section following the table captioned “Nonqualified Deferred Compensation.”

          Profit Sharing Plan. The Noble Drilling Corporation Profit Sharing Plan is a qualified defined contribution plan. This plan excludes as participants any employee hired prior to August 1, 2004 or any employee who participates in the Noble Drilling Corporation Salaried Employees’ Retirement Plan (in which participation was discontinued effective July 31, 2004 for persons commencing employment after that date). Each year we may elect to make a discretionary contribution to the plan. Any such contribution would be an amount determined and authorized for the plan year by our Board and the board of directors of Noble Drilling Corporation, a Delaware corporation wholly-owned by direct and indirect subsidiaries of the Company. The total plan contribution, if any, is allocated to each participant in the plan based on such employee’s basic compensation, which is generally the employee’s base pay, in proportion to the total basic compensation of all participants in the plan. For the 2008 plan year, each participant was allocated a contribution equal to three percent of his or her basic compensation. Vesting in an employee’s profit sharing account is based on the employee’s years of service with the Company and its affiliates. The amount credited to an employee’s profit sharing account becomes fully vested upon completion of three years of service by the employee. However, regardless of the number of years of service, an employee is fully vested in his employer matching contribution account if the employee retires at age 65 or later or the employee’s employment is terminated due to death or disability.

          Salaried Employees’ Retirement Plan and Retirement Restoration Plan. Participation in the Noble Drilling Corporation Salaried Employees’ Retirement Plan (and the related unfunded, nonqualified Noble Drilling Corporation Retirement Restoration Plan) remains in effect for all participants hired before July 31, 2004. In general, our U.S. salaried employees, including the named executive officers who are participants, are provided with income for their retirement through the Noble Drilling Corporation Salaried Employees’ Retirement Plan, a qualified defined benefit pension plan, in which benefits are determined by years of service and average monthly compensation. Compensation in excess of the annual compensation limit as defined by the Internal Revenue Service for a given year is considered in the Noble Drilling Corporation Retirement Restoration Plan. Because the benefits under these plans increase with an employee’s period of service, we believe these plans encourage participants to make long-term commitments to the Company. The Noble Drilling Corporation Salaried Employees’ Retirement

Plan and Noble Drilling Corporation Retirement Restoration Plan are discussed in further detail below in this Executive Compensation section following the table captioned “Pension Benefits.”

          Other Benefits. The Company provides named executive officers with perquisites and other personal benefits that the Company and the compensation committee believe are reasonable and consistent with its overall compensation program. Attributed costs of perquisites for the named executive officers for the year ended December 31, 2008 are included in the All Other Compensation column of the Summary Compensation Table.

          The Company provides healthcare, life and disability insurance, and other employee benefit programs to its employees, including its named executive officers, which the Company believes assists in maintaining a competitive position in terms of attracting and retaining officers and other employees. These employee benefits plans are provided on a non-discriminatory basis to all employees.

          Separation Arrangements

          In connection with his retirement from the Company, we entered into a separation agreement with Mr. Campbell, under which he received certain benefits that we consider consistent with industry and market practice. These benefits are discussed in further detail under “Separation Agreement and Release.”

          Stock Ownership Guidelines

          We encourage all our executives to align their interests with our shareholders by making a personal investment in our shares. The Company’s minimum ownership guidelines for our executives are set forth below. The named executive officers participate in pay grade levels 33 through 37. We expect that each of our executives will meet these minimum guidelines within five years of when the guidelines first apply to the executive.

		Ownership Guidelines
Pay Grade Level		(Multiple of Base Salary)
Pay Grade 37		5.0 times
Pay Grades 34 through 36		4.0 times
Pay Grades 31 through 33		3.5 times
Pay Grades 28 through 30		2.5 times
Pay Grade 27		2.0 times
Pay Grade 26		1.5 times

     Determination of Timing of Equity-Based Awards

          The Company’s practice historically has been to award Restricted Shares and grant options to new executives contemporaneously with their hire date and to current executives at regularly-scheduled quarterly meetings of the compensation committee following the public release of the immediately preceding quarter’s financial results and any other material nonpublic information.

     Change of Control Arrangements

          The named executive officers serving at December 31, 2008 are parties to change of control employment agreements which we have offered to certain senior executives since 1998. These agreements become effective only upon a change of control (within the meaning set forth in the agreement). If a defined change of control occurs and the employment of the named executive officer is terminated either by us (for reasons other than death, disability or cause) or by the officer (for good reason or upon the officer’s determination to leave without any reason during the 30-day period immediately following the first anniversary of the change of control), which requirements can be referred to as a “double trigger”, the executive officer will receive payments and benefits set forth in the agreement. The terms of the agreements are summarized in this proxy statement under the caption “Potential Payments on Termination or Change of Control – Change of Control Employment Agreements.” We believe a “double trigger” requirement, rather than a “single trigger” requirement (which would be satisfied simply if a change of control occurs), maximizes shareholder value because it prevents an unintended windfall to the named executive officers in the event of a friendly (non-hostile) change of control.

          In connection with the change of the place of incorporation of the parent holding company of the Noble group of companies from the Cayman Islands to Switzerland, we entered into new change of control employment agreements with each of our named executive officers effective March 27, 2009. These amended and restated agreements revise the definition of “change of control” such that a reincorporation transaction does not constitute a “change of control.”

     Impact of Accounting and Tax Treatments of Compensation

          In recent years the compensation committee has increased the proportion of annual long-term incentive compensation to our named executive officers represented in the form of Restricted Shares as compared to nonqualified stock options. This compensation committee action reflects, among other things, the changes in accounting standards modifying the accounting treatment of nonqualified stock options.

          Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally limits the tax deductibility to public companies for compensation in excess of $1 million per person per year, unless such compensation meets certain specific requirements. The compensation committee intends to retain flexibility to design compensation programs, even where compensation payable under such programs may not be fully deductible, if such programs effectively recognize a full range of criteria important to the Company’s success and result in a gain to the Company that would outweigh the limited negative tax effect.

          Conclusion

          We believe our overall compensation package’s components and levels are appropriate for our industry and provide a direct link to enhancing shareholder value, achieving our business strategy and advancing the core principles of our compensation philosophy and objectives to ensure the long-term success of the Company. We will continue to monitor current trends and issues in our industry and will modify our programs where and when appropriate.

          The following compensation committee report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules, except for the required disclosure herein or in the Annual Report on Form 10-K for the year ended December 31, 2008, or to the liabilities of Section 18 of the Exchange Act, and such information shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Compensation Committee Report

To the Shareholders of Noble Corporation:

          The Compensation Committee has reviewed and discussed with management of the Company the Compensation Discussion and Analysis included in this proxy statement. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

COMPENSATION COMMITTEE

Marc E. Leland, Chair
Julie H. Edwards
Jack E. Little

          The following table sets forth the compensation of the person who served as our Chief Executive Officer during 2008, the person who served as our Chief Financial Officer during 2008, and the other executive officers of the Company who we have determined are our named executive officers pursuant to the applicable rules of the SEC (collectively, the “named executive officers”).

Summary Compensation Table

																										Change in
																										Pension Value
																										and Non-
																						Non-Equity				Qualified
																						Incentive				Deferred
																						Plan				Compen-
Name and Principal														Stock				Option				Compen-				sation				All Other
Position		Year				Salary				Bonus (1)				Awards (2)				Awards (2)				sation (1)				Earnings (3)				Compensation				Total
David W. Williams			2008			$	765,001			$	650,000			$	3,047,243			$	656,883			$	573,750			$	124,770			$	33,141	(4)		$	5,850,788
Chairman, President and Chief Executive Officer, and former Senior Vice President and Chief Operating Officer (4)			2007			$	489,583			$	375,000			$	1,589,245			$	394,841			$	262,500				—			$	24,756			$	3,135,925
Julie J. Robertson			2008			$	452,500			$	284,062			$	1,405,058			$	344,987			$	255,938			$	383,994			$	22,749	(5)		$	3,149,288
Executive Vice President and Corporate Secretary			2007			$	422,917			$	468,750	(5)		$	962,091			$	314,976			$	223,125			$	165,017			$	20,471			$	2,577,347
			2006			$	397,083			$	297,500			$	675,418			$	248,218			$	262,500			$	154,292			$	18,896			$	2,053,907
Thomas L. Mitchell			2008			$	422,916			$	260,938			$	1,844,606			$	434,664			$	239,063				—			$	29,530	(6)		$	3,231,718
Senior Vice President, Chief Financial Officer, Treasurer and Controller (6)			2007			$	400,000			$	240,000			$	1,305,691			$	336,446			$	210,000				—			$	33,094			$	2,525,231
			2006			$	62,885			$	100,000	(6)		$	143,903			$	40,106				—				—			$	4,824			$	351,718
William E. Turcotte			2008			$	13,125			$	100,000	(7)		$	10,463				—				—				—			$	1,302	(7)		$	124,890
Senior Vice President and General Counsel (7)
Robert D. Campbell			2008			$	139,053				—			$	247,089			$	141,562				—				—	(8)		$	309,921	(8)		$	837,625
Former Senior Vice President and General Counsel (8)			2007			$	313,750			$	128,725			$	410,450			$	131,238			$	121,275			$	51,910			$	18,137			$	1,175,485
			2006			$	299,167			$	155,625			$	374,623			$	104,421			$	144,375			$	88,493			$	13,238			$	1,179,942
William A. Sears			2008			$	11,034				—			$	163,109				—				—				—			$	2,320	(9)		$	176,463
Former Chairman of the Board, Chief Executive Officer and President (9)			2007			$	234,159			$	407,767	(9)		$	224,443				—				—				—			$	25,312			$	891,681

          The following table sets forth certain information about grants of plan-based awards during the year ended December 31, 2008 to each of the named executive officers.

Grants of Plan – Based Awards

																														All
																														Other				All Other
																														Stock				Option
						Estimated Possible Payouts																								Awards:				Awards:				Exercise
						Under Non-Equity Incentive												Estimated Future Payouts Under												Number				Number of				or Base				Grant Date
						Plan Awards (1)												Equity Incentive												of shares				Securities				Price of				Fair Value
														Maxi-				Plan Awards (2)												of Stock				Underlying				Option				of Stock
		Grant				Thresh				Target				mum				Thresh				Target				Maxi-				or Units				Options				Awards				and Option
Name		Date				-old ($)				($)				($)				-old (#)				(#)				mum (#)				(#) (3)				(#) (4)				($/Sh) (4)				Awards (5)
David W. Williams		February 7					—				—				—				0				71,054				106,581				—				—				—			$	2,585,655
		February 7					—				—				—				—				—				—				47,289				—				—			$	2,076,933
		February 7					—				—				—				—				—				—				—				51,426			$	43.01			$	822,816
		—				$	0			$	382,500			$	765,000				—				—				—				—				—				—				—
Julie J. Robertson		February 7					—				—				—				0				30,001				45,001				—				—				—			$	1,091,724
		February 7					—				—				—				—				—				—				19,966				—				—			$	876,907
		February 7					—				—				—				—				—				—				—				21,713			$	43.01			$	347,408
		—				$	0			$	170,625			$	341,250				—				—				—				—				—				—				—
Thomas L. Mitchell		February 7					—				—				—				0				25,264				37,895				—				—				—			$	919,333
		February 7					—				—				—				—				—				—				16,814				—				—			$	738,471
		February 7					—				—				—				—				—				—				—				18,285			$	43.01			$	292,560
		—				$	0			$	159,375			$	318,750				—				—				—				—				—				—				—
William E. Turcotte		December 16					—				—				—				—				—				—				30,000				—				—			$	763,800
Robert D. Campbell.		February 7					—				—				—				0				11,053				16,579				—				—				—			$	44,687
		February 7					—				—				—				—				—				—				7,356				—				—			$	0
		February 7					—				—				—				—				—				—				—				8,000			$	43.01			$	0
William A. Sears		—					—				—				—				—				—				—				—				—				—				—

          For a description of the material terms of the awards reported in the Grants of Plan-Based Awards table, including performance-based conditions and vesting schedules applicable to such awards, see “Compensation Discussion and Analysis – How Amounts for Compensation Components are Determined.”

          The following table sets forth certain information about outstanding equity awards at December 31, 2008 held by the named executive officers.

Outstanding Equity Awards at Fiscal Year-End

																		Stock Awards
																										Equity				Equity
																										Incentive				Incentive Plan
																						Market				Plan				Awards:
																						Value of				Awards:				Market or
		Option Awards (1)																Number of				Shares or				Number of				Payout Value
		Number of				Number of												Shares or				Units of				Unearned				of Unearned
		Securities				Securities												Units of				Stock				Shares, Units				Shares, Units
		Underlying				Underlying												Stock That				That				or Other				or Other
		Unexercised				Unexercised				Option								Have Not				Have Not				Rights That				Rights That
		Options (#)				Options (#)				Exercise				Option Expiration				Vested (#)				Vested ($)				Have Not				Have Not
Name		Exercisable				Unexercisable				Price ($)				Date				(2)				(3)				Vested (#) (4)				Vested ($) (3)
David W. Williams			—				51,426	(5)		$	43.01			February 7, 2018					94,035	(6)		$	2,077,233				123,820	(7)		$	2,735,184
			9,153				18,307	(8)		$	35.79			February 13, 2017					—				—				—				—
			66,666				33,334	(9)		$	31.505			September 20, 2016					—				—				—				—
Julie J. Robertson			—				21,713	(10)		$	43.010			February 7, 2018					34,878	(11)		$	770,455				87,829	(12)		$	1,940,143
			7,628				15,256	(13)		$	35.79			February 13, 2017					—				—				—				—
			15,834				7,918	(14)		$	37.925			February 2, 2016					—				—				—				—
			34,000				—			$	26.46			April 27, 2015					—				—				—				—
			17,996				—			$	18.78			April 20, 2014					—				—				—				—
			150,000				—			$	15.60			July 25, 2012					—				—				—				—
			100,000				—			$	15.55			July 26, 2011					—				—				—				—
			100,000				—			$	21.205			October 26, 2010					—				—				—				—
			90,000				—			$	10.72			October 28, 2009					—				—				—				—
William E. Turcotte			—				—				—				—				30,000	(15)		$	662,700				—				—
Thomas L. Mitchell			—				18,285	(16)		$	43.010			February 7, 2018					52,423	(17)		$	1,158,024				60,802	(18)		$	1,343,116
			6,102				12,204	(19)		$	35.79			February 13, 2017					—				—				—				—
			53,333				26,667	(20)		$	35.495			November 6, 2016					—				—				—				—
Robert D. Campbell			9,916				—			$	35.79			May 13, 2013					—				—				12,546	(21)		$	277,141
			4,186				—			$	37.925			May 13, 2013					—				—				—				—
			6,200				—			$	26.46			May 13, 2013					—				—				—				—
William A. Sears			4,000	(22)			—			$	41.25			April 28, 2016					—				—				—				—
			4,000	(22)			—			$	26.62			April 29, 2015					—				—				—				—
			15,000	(22)			—			$	18.93			April 23, 2014					—				—				—				—
			15,000	(22)			—			$	16.055			April 25, 2013					—				—				—				—
			15,000	(22)			—			$	21.34			April 26, 2012					—				—				—				—
			10,000	(22)			—			$	23.845			April 27, 2011					—				—				—				—
			7,000	(22)			—			$	18.360			April 28, 2010					—				—				—				—
			7,000	(22)			—			$	8.913			April 24, 2009					—				—				—				—

          The following table sets forth certain information about the amounts received upon the exercise of options or the vesting of Restricted Shares during the year ended December 31, 2008 for each of the named executive officers on an aggregated basis.

Option Exercises and Stock Vested

		Option Awards (1)								Stock Awards (1)
		Number of Shares								Number of
		Acquired on				Value Realized on				Shares Acquired				Value Realized on
Name		Exercise (#)				Exercise ($)(2)				on Vesting (#)				Vesting ($)(3)
David W. Williams			—				—				40,039			$	1,884,874.34	(4)
Julie J. Robertson			130,000			$	5,609,397				30,910			$	1,480,023.96	(5)
Thomas L. Mitchell			—				—				31,137			$	969,992.94	(6)
William E. Turcotte			—				—				—				—
Robert D. Campbell			—				—				15,618			$	750,708.85	(7)
William A. Sears			20,000			$	537,500				8,002			$	456,166.77	(8)

          The following table sets forth certain information about retirement payments and benefits under Noble Drilling Corporation defined benefit plans for each of the named executive officers.

Pension Benefits

				Number of		Present
				Years		Value of		Payments
				Credited		Accumulated		During Last
				Service (#)		Benefit ($)		Fiscal Year
Name		Plan Name		(1)		(1)(2)		($)
David W. Williams		Salaried Employees’ Retirement Plan		2.282		$  29,790			—
		Retirement Restoration Plan		2.282		$  94,980			—
Julie J. Robertson		Salaried Employees’ Retirement Plan		20.000		$297,925			—
		Retirement Restoration Plan		20.000		$933,483			—
Thomas L. Mitchell (3)		Salaried Employees’ Retirement Plan		—		—			—
		Retirement Restoration Plan		—		—			—
William E. Turcotte (3)		Salaried Employees’ Retirement Plan		—		—			—
		Retirement Restoration Plan		—		—			—
Robert D. Campbell		Salaried Employees’ Retirement Plan		9.366		$109,453		$	4,475
		Retirement Restoration Plan		9.366		$138,974		$	132,343
William A. Sears (3)		Salaried Employees’ Retirement Plan		—		—			—
		Retirement Restoration Plan		—		—			—

          Under the Noble Drilling Corporation Salaried Employees’ Retirement Plan, the normal retirement date is the date that the participant attains the age of 65. The plan covers salaried employees, but excludes certain categories of salaried employees including any employees hired after July 31, 2004. A participant’s date of hire is the date such participant first performs an hour of service for the Company or its subsidiaries, regardless of any subsequent periods of employment or periods of separation from employment with the Company or its subsidiaries. David W. Williams was employed by a subsidiary of the Company from May to December 1994. Under the plan, Mr. Williams became a participant of the plan effective January 1, 2008, upon completion of a requisite period of employment.

          A participant who is employed by the Company or any of its affiliated companies on or after his or her normal retirement date (the date that the participant attains the age of 65) is eligible for a normal retirement pension upon the earlier of his or her required beginning date or the date of termination of his or her employment for any reason other than death or transfer to the employment of another of the Company’s affiliated companies. Required beginning date is defined in the plan generally to mean the April 1 of the calendar year following the later of the calendar year in which a participant attains the age of 70¹/2 years or the calendar year in which the participant commences a period of severance, which (with certain exceptions) commences with the date a participant ceases to be employed by the Company or any of its affiliated companies for reasons of retirement, death, being discharged, or voluntarily ceasing employment, or with the first anniversary of the date of his or her absence for any other reason.

          The normal retirement pension accrued under the plan is in the form of an annuity which provides for a payment of a level monthly retirement income to the participant for life, and in the event the participant dies prior to receiving 120 monthly payments, the same monthly amount will continue to be paid to the participant’s designated beneficiary until the total number of monthly payments equals 120. Participants may elect to receive, in lieu of one of the other optional forms of payment provided in the plan, each such option being the actuarial equivalent of the normal form. These optional forms of payment include a single lump-sum (if the present value of the participant’s vested accrued benefit under the plan does not exceed $10,000), a single life annuity, and several forms of joint and survivor elections.

          The benefit under the plan is equal to:

	•		one percent of the participant’s average monthly compensation multiplied times the number of years of benefit service (maximum 30 years), plus
	•		six-tenths of one percent of the participant’s average monthly compensation in excess of one-twelfth of his or her average amount of earnings which may be considered wages under section 3121(a) of the Code, in effect for each calendar year during the 35-year period ending with the last day of the calendar year in which a participant attains (or will attain) social security retirement age, multiplied by the number of years of benefit service (maximum 30 years).

The average monthly compensation is defined in the plan generally to mean the participant’s average monthly rate of compensation from the Company for the 60 successive calendar months that give the highest average monthly rate of compensation for the participant. In the plan, compensation is defined (with certain exceptions) to mean the total taxable income of a participant during a given calendar month, including basic compensation, bonuses, commissions and overtime pay, but excluding extraordinary payments and special payments (such as moving expenses, benefits provided under any employee benefit program, and stock options and stock appreciation rights). Compensation includes salary reduction contributions by the participant under any plan maintained by the Company or any of its affiliated companies. Compensation may not exceed the annual compensation limit as specified by the Internal Revenue Service for the given plan year. Any compensation in excess of this limit is taken into account in computing the benefits payable under the Noble Drilling Corporation Retirement Restoration Plan. The Company has not granted extra years of credited service under the restoration plan to any of the named executive officers.

          Early retirement can be elected at the time after which the participant has attained the age of 55 and has completed at least five years of service (or for a participant on or before January 1, 1986, when he or she has completed 20 years of covered employment). A participant will be eligible to commence early retirement benefits upon the termination of his or her employment with the Company or its subsidiaries prior to the date that the participant attains the age of 65 for any reason other than death or transfer to employment with another of the Company’s subsidiaries. The formula used in determining an early retirement benefit reduces the accrued monthly retirement income by multiplying the amount of the accrued monthly retirement income by a percentage applicable to the participant’s age as of the date such income commences being paid.

          If a participant’s employment terminates for any reason other than retirement, death or transfer to the employment of another of the Company’s subsidiaries and the participant has completed at least five years of service, the participant is eligible for a deferred vested pension. The deferred vested pension for the participant is the monthly retirement income commencing on the first day of the month coinciding with or next following his or her normal retirement date. If the participant has attained the age of 55 and has completed at least five years of service or if the actuarial present value of the participant’s accrued benefit is more than $1,000 but less than $10,000, the participant may elect to receive a monthly retirement income that is computed in the same manner as

the monthly retirement income for a participant eligible for an early retirement pension. If the participant dies before benefits are payable under the plan, the surviving spouse or, if the participant is not survived by a spouse, the beneficiary designated by the participant, is eligible to receive a monthly retirement income for life, commencing on the first day of the month next following the date of the participant’s death. The monthly income payable to the surviving spouse or the designated beneficiary shall be the monthly income for life that is the actuarial equivalent of the participant’s accrued benefit under the plan.

          The Noble Drilling Corporation Retirement Restoration Plan is an unfunded, nonqualified plan that provides the benefits under the Noble Drilling Corporation Salaried Employees’ Retirement Plan’s benefit formula that cannot be provided by the Noble Drilling Corporation Salaried Employees’ Retirement Plan because of the annual compensation and annual benefit limitations applicable to the Noble Drilling Corporation Salaried Employees’ Retirement Plan under the Code. A participant’s benefit under the Noble Drilling Corporation Retirement Restoration Plan that was accrued and vested on December 31, 2004, will be paid to such participant (or, in the event of his or her death, to his or her designated beneficiary) at the time benefits commence being paid to or with respect to such participant under the Noble Drilling Corporation Salaried Employees’ Retirement Plan, and will be paid in a single lump sum payment, in installments over a period of up to five years, or in a form of payment provided for under the Noble Drilling Corporation Salaried Employees’ Retirement Plan (such form of distribution to be determined by the committee appointed to administer the plan). A participant’s benefit under the Noble Drilling Corporation Retirement Restoration Plan that accrued or became vested after December 31, 2004, will be paid to such participant (or in the event of his or her death, to his or her designated beneficiary) in a single lump sum payment following such participant’s separation from service with the Company and its subsidiaries. Mr. Williams and Ms. Robertson participate, and Mr. Campbell participated, in the Noble Drilling Corporation Retirement Restoration Plan.

          The following table sets forth for the named executive officers certain information as of December 31, 2008 and for the year then ended about the Noble Drilling Corporation 401(k) Savings Restoration Plan.

Nonqualified Deferred Compensation

		Executive				Company				Aggregate				Aggregate				Aggregate
		Contributions in				Contributions in				Earnings in				Withdrawals/				Balance at
Name		Last FY ($) (1)				Last FY ($) (2)				Last FY ($)				Distributions ($)				Last FYE ($)
David W. Williams		$	33,588			$	1,479			$	(10,060	)		$	0			$	44,095
Julie J. Robertson		$	64,837			$	11,100			$	(538,733	)		$	0			$	1,219,563
Thomas L. Mitchell		$	0			$	0			$	416			$	0			$	12,399
William E. Turcotte (3)			—				—				—				—				—
Robert D. Campbell		$	0			$	0			$	(72,390	)		$	(201,853	)		$	51,432
William A. Sears (3)			—				—				—				—				—