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
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas 77478

NOTICE OF ANNUAL GENERAL MEETING OF MEMBERS

To Be Held On May 1, 2008

To the Members of
Noble Corporation:

          The annual general meeting of members of Noble Corporation, a Cayman Islands exempted company limited by shares (the “Company”), will be held on Thursday, May 1, 2008, at 10:00 a.m., local time, at the Hotel Granduca, 1080 Uptown Park Boulevard, Houston, Texas, for the following purposes:

	1.		To elect two directors to the class of directors whose three-year term will expire in 2011;
	2.		To approve the appointment of PricewaterhouseCoopers LLP as independent auditors for 2008; and
	3.		To transact such other business as may properly come before the meeting or any adjournment thereof.

          The Board of Directors has fixed the close of business on March 6, 2008 as the record date for the determination of members entitled to notice of and to vote at the annual general meeting or any adjournment thereof. Only holders of record of ordinary shares of the Company at the close of business on the record date are entitled to notice of and to vote at the meeting. A complete list of such members will be available for examination at the offices of the Company in Sugar Land, Texas during normal business hours for a period of 10 days prior to the meeting.

          A record of the Company’s activities during 2007 and financial statements for the year ended December 31, 2007 are contained in the accompanying 2007 Annual Report. The Annual Report does not form any part of the material for solicitation of proxies.

          Your vote is important. All members are cordially invited to attend the meeting. We urge you, whether or not you plan to attend the meeting, to submit your proxy by telephone, via the Internet or by completing, signing, dating and mailing the enclosed proxy or voting instruction card in the postage-paid envelope provided. If a member who has submitted a proxy attends the meeting in person, such member may revoke the proxy and vote in person on all matters submitted at the meeting.

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

Sugar Land, Texas
March 24, 2008

NOBLE CORPORATION
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas 77478

PROXY STATEMENT

For Annual General Meeting of Members
To Be Held on May 1, 2008

GENERAL

          This proxy statement is furnished to members of Noble Corporation (the “Company”) in connection with the solicitation by our board of directors (“Board”) of proxies for use at the annual general meeting of members to be held on Thursday, May 1, 2008, at 10:00 a.m., local time, at the Hotel Granduca, 1080 Uptown Park Boulevard, Houston, Texas, and for the purposes set forth in the accompanying notice. The approximate date of mailing of this proxy statement and the accompanying proxy or voting instruction card is March 26, 2008.

Proxies and Voting Instructions

          If you hold ordinary shares, par value $.10 per share, of the Company (“Ordinary Shares”) in your name, you can submit your proxy in any of the following three convenient voting methods. Please have your proxy card available when voting via either the telephone or Internet. You will be prompted to provide your unique “Control Number” for security purposes. This number will be provided on your proxy card.

	•		Telephone – Call toll free 1-866-628-8859 (24 hours a day, seven days a week) and follow the instructions given. Telephone voting will be available until 5:00 p.m., Eastern Time, on Wednesday, April 30, 2008.
	•		Internet – Vote on the Internet at www.proxyonline.com and follow the on-screen instructions. This method of submitting your proxy will be available until 5:00 p.m., Eastern Time, on Wednesday, April 30, 2008.
	•		Proxy Card – Complete, sign and date your proxy card and mail it in the postage-paid envelope provided. Proxy cards must be received by us before voting begins at the annual general meeting.

          If you hold Ordinary Shares through someone else, such as a bank, broker or other nominee, you may get material from them asking you how you want to vote your shares. You should check to see if they offer telephone or Internet voting.

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

	•		Giving written notice of the revocation to our corporate secretary;
	•		Appearing and voting in person at the annual general meeting; or
	•		Properly submitting a later-dated proxy by telephone, via the Internet or by delivering a later-dated proxy card to our corporate secretary.

          If you attend the annual 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

Ordinary 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 nominee.

          If you were a participant in the Noble Drilling Corporation 401(k) Savings Plan on the record date for the meeting, you should receive a voting instruction card. You can provide instructions to the plan trustee as to how to vote Ordinary Shares held in the plan by calling the telephone number or visiting the Internet site as set forth above, or by completing, signing, dating and mailing the voting instruction card in the postage-paid envelope.

Voting Procedures and Tabulation

          The Company will appoint one or more inspectors of election to act at the annual general meeting and to make a written report thereof. Prior to the annual general meeting, the inspectors will sign an oath to perform their duties in an impartial manner and according to the best of their ability. The inspectors will ascertain the number of Ordinary Shares outstanding and the voting power of each, determine the Ordinary Shares represented at the annual general meeting and the validity of proxies and ballots, count all votes and ballots, and perform certain other duties as required by law. The determination of the inspectors as to the validity of proxies will be final and binding.

          Abstentions and broker non-votes (i.e., proxies submitted by brokers that do not indicate a vote for a proposal because they do not have discretionary voting authority and have not received instructions as to how to vote on the proposal) are counted as present in determining whether the quorum requirement for the annual general meeting is satisfied. For purposes of determining the outcome of any matter to be voted upon as to which the broker has indicated on the proxy that the broker does not have discretionary authority to vote, these shares will be treated as not present at the meeting and not entitled to vote with respect to that matter, even though those shares are considered to be present at the meeting for quorum purposes and may be entitled to vote on other matters. Abstentions, on the other hand, are considered to be present at the meeting and entitled to vote on the matter abstained from.

          With regard to the election of directors, votes may be cast in favor of or withheld from each nominee. Votes that are withheld will be excluded entirely from the vote and will have no effect. Broker non-votes and other limited proxies will have no effect on the outcome of the election of directors.

          With regard to the proposal to approve the appointment of PricewaterhouseCoopers LLP as independent auditors for 2008, an abstention will have the same effect as a vote against the proposal. Broker non-votes and other limited proxies will have no effect on the outcome of the vote with respect to such proposal.

VOTING SECURITIES

          Our only outstanding voting securities are the Ordinary Shares. Only holders of record of Ordinary Shares at the close of business on March 6, 2008, the record date for the annual general meeting, are entitled to notice of and to vote at the annual general meeting. On the record date for the annual general meeting, there were 268,635,604 Ordinary Shares outstanding and entitled to be voted at the annual general meeting. A majority of such shares, present in person or represented by proxy, is necessary to constitute a quorum. Each Ordinary Share is entitled to one vote. Under Cayman Islands law, the holders of the Ordinary Shares do not have appraisal rights with respect to matters to be voted upon at the annual general meeting.

          All Ordinary Share and per share data (including share prices) presented in this proxy statement give effect to, and have been adjusted (if necessary) to reflect, the Company’s two-for-one stock split effected in August 2007.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
MEETING OF MEMBERS TO BE HELD ON MAY 1, 2008

          This proxy statement, the 2007 Annual Report, the notice of annual general meeting of members and the form of proxy card are available at www.noblecorp.com/2008proxymaterials. Directions to attend the annual general meeting in person may also be obtained at www.noblecorp.com/2008proxymaterials.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

          The following table sets forth as of December 31, 2007 information with respect to the only persons who were known to the Company to be the beneficial owners of more than five percent of the outstanding Ordinary Shares.

		Ordinary Shares Beneficially Owned
Name and Address of Beneficial Owner		Number of Shares				Percent of Class
FMR LLC (1)			19,376,682				7.2	%
82 Devonshire Street Boston, Massachusetts 02109
Barclays Global Investors, NA (2)			15,703,795				5.84	%
45 Fremont Street San Francisco, California 94105

ELECTION OF DIRECTORS

          Our memorandum and 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. There are three directors comprising the class whose term expires at the 2008 annual general meeting: Lawrence J. Chazen, Mary P. Ricciardello and William A. Sears.

          Mr. Sears will retire at the 2008 annual general meeting pursuant to the Company’s mandatory retirement age provision for directors. In accordance with the Company’s articles of association, our Board has determined to reduce the number of directors comprising our Board from nine to eight effective immediately after such retirement. The nominating and corporate governance committee of our Board has approved, and our Board has unanimously nominated, Mr. Chazen and Ms. Ricciardello for re-election as directors of the Company to serve three-year terms expiring in 2011.

          The directors nominated for election this year will be elected by a plurality of the Ordinary Shares present in person or represented by proxy at the annual general meeting and entitled to vote. All duly submitted and unrevoked proxies will be voted for the nominees selected by our Board, except where authorization so to vote is withheld. Our Board unanimously recommends that members vote FOR the election of its nominees for director.

          Information with respect to the directors nominated for election this year, and the directors whose terms do not expire at the 2008 annual general meeting, is presented below.

Nominees For Directors

Lawrence J. Chazen,
age 67, 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 52, 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.

Class Whose Term Expires In 2009

Julie H. Edwards,
age 49, 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 69, 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 50, director since January 2, 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 60, 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 61, 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 69, 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.

          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 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 that each member of the audit committee qualifies as “independent” under Rule 10A-3 of the United States Securities Exchange Act of 1934 (the “Exchange Act”). These seven independent, non-management directors comprise in full the membership of each committee described below under “Board Committees and Meetings.”

          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 $100,000 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. Little currently serves as lead director.

Board Committees and Meetings

          The Company has standing audit, compensation, nominating and corporate governance, and finance 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 member who requests them.

          The current members of the committees, number of meetings held by each committee during 2007, and a description of the functions performed by each committee are set forth below:

     Audit Committee (20 meetings). The current members of the audit committee are Mary P. Ricciardello, Chair, Lawrence J. Chazen, Julie H. Edwards and Jack E. Little. Each member attended all meetings of the audit committee held in 2007, except Ms. Edwards, who did not attend one meeting, and Mr. Little, who did not attend one meeting conducted by means of telephonic communication. 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; and performance of the Company’s independent auditors and internal auditors. Our Board has determined that Ms. Ricciardello and Ms. Edwards are each an “audit committee financial expert” as that term is defined under the applicable SEC rules and regulations. The audit committee’s report relating to 2007 begins on page 46 of this proxy statement.

     Compensation Committee (eight meetings). The current members of the compensation committee are Michael A. Cawley, Chair, Luke R. Corbett and Marc E. Leland. Each member attended all meetings of the compensation committee held in 2007, except Mr. Corbett, who was appointed a member of the committee on September 20, 2007. Mr. Corbett attended all the compensation committee meetings that were held during the period in 2007 for which he has been a committee member. 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 annual general meeting of members. The compensation committee’s report relating to 2007 appears on page 25 of this proxy statement.

     Nominating and Corporate Governance Committee (six meetings). The current members of the nominating and corporate governance committee are Jack E. Little, Chair, Michael A. Cawley, Lawrence J. Chazen, Luke R. Corbett, Julie H. Edwards, Marc E. Leland and Mary P. Ricciardello. Each member attended all meetings of the nominating and corporate governance committee held in 2007, except Ms. Edwards who did not attend one meeting. 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.

     Members entitled to vote for the election of directors may recommend candidates for nomination in accordance with the policy and procedures set forth in article 57 of the Company’s articles of association. Recommended nominees must satisfy the age qualifications set forth in article 54 of the Company’s articles of association. A copy of articles 54 and 57 is included in Annex A attached to this proxy statement. 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, members 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 member are evaluated in the same manner as are other candidates. We did not receive any recommendations from members of the Company for director nominees for the 2008 annual general meeting.

     Finance Committee (four meetings). The current members of the finance committee are Luke R. Corbett, Chair, Michael A. Cawley, Lawrence J. Chazen, Julie H. Edwards, Marc E. Leland, Jack E. Little, Mary P. Ricciardello and William A. Sears. Each of the members attended all meetings of the finance committee held in 2007, except Ms. Edwards who did not attend one meeting. The primary responsibility of the finance committee is to assist our Board in fulfilling its oversight function with respect to our financial affairs and policies, including capital requirements and structure, share repurchase programs, dividend policy, and long-range financial strategic planning.

          Under the Company’s policy on director attendance at annual general meetings of members, all directors are expected to attend each annual general meeting, and any director who should become unable to attend the 2008 annual 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 2008 annual general meeting. In 2007, all directors attended the annual general meeting of members.

          In 2007, our Board held six meetings. All directors attended all the 2007 Board meetings, except Mr. Corbett and Ms. Edwards who each did not attend one meeting.

Member Communications with Directors

          Our Board has approved the following process for members 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 member, other security holder or interested party can:

	•		mail Noble Corporation, Attention: Corporate Secretary, 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 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 director of internal audit and/or 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 memorandum and articles of association; 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 with respect to 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. The Company’s 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 the best interests (or not inconsistent with the best interests) of the Company and its members. 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 Company officers to complete and sign a questionnaire in connection with the solicitation of proxies for use at our annual general meeting of members. 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 MANAGEMENT

          The following table sets forth as of December 31, 2007 the beneficial ownership of Ordinary Shares by each of our directors, each “named executive officer” listed in the Summary Compensation Table appearing on page 26 of this proxy statement, and all our directors and named executive officers as a group.

		Ordinary Shares
		Beneficially Owned (1)
		Number of								Percent of
Name		Shares								Class (2)
Directors
Michael A. Cawley			1,862,773	(3)(4)							0.7	%
Lawrence J. Chazen			77,994	(3)							—
Luke R. Corbett			82,478	(3)							—
Julie H. Edwards			34,790	(3)							—
Marc E. Leland			141,772	(3)							0.1	%
Jack E. Little			117,675	(3)							—
Mary P. Ricciardello			53,718	(3)							—
William A. Sears			166,619	(3)							0.1	%
David W. Williams			229,736	(3)							0.1	%
Named Executive Officers (excluding any Director above) and Group
Julie J. Robertson			1,019,326	(3)							0.4	%
Thomas L. Mitchell			169,339	(3)							0.1	%
Robert D. Campbell			100,457	(3)							—
James C. Day			2,579,376	(3)(4)(5)							1.0	%
Mark A. Jackson			227,452	(3)(6)							0.1	%
All directors and named executive officers as a group (14 persons)			5,114,227	(7)							1.9	%

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

     Compensation Philosophy

          The Company’s executive compensation program reflects the Company’s philosophy that executives’ compensation should be structured so as to closely align executives’ interests with the interests of our members. 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 emphasize operating performance criteria that enhance member value 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 similar to 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 making these determinations, we annually review each compensation component and compare it to various internal and external performance standards and market reference points. The application of our compensation philosophy to our named executive officers is described below in this Compensation Discussion and Analysis section.

     Executive Compensation Program Design

          The objective of the Company and the compensation committee is to attract, retain and motivate the most highly qualified executive officers who will contribute to the Company’s goals by consistently delivering exceptional performance. In order to accomplish the Company’s goals, we believe compensation paid to executive officers should be designed around equity-based incentive and performance-based pay, thereby aligning the interest of our executive officers with those of the Company’s members.

          Equity-based incentive and performance-based pay constituted a substantial portion of the compensation package of the indicated named executive officers during the year ended December 31, 2007, as shown by the percentages in the following table, which are calculated based on the information set forth in the Summary Compensation Table.

Percentage of Total Compensation in 2007

		David W.				Julie J.				Thomas L.				Robert D.
Compensation Component		Williams				Robertson				Mitchell				Campbell
Equity-based incentives or performance-based pay (1)			72	% (3)			58	%			73	% (3)			56	%
Not equity-based incentives or performance-based pay (2)			28	%			42	%			27	%			44	%
Total Compensation			100	%			100	%			100	%			100	%

          At the request of the compensation committee, our compensation program is reviewed on an annual basis to ensure it meets the objectives of our compensation program and is benchmarked with the market.

          Prior compensation from the Company, such as gains from previously awarded stock options, is not generally taken into account in setting other elements of compensation, such as base pay, short-term incentive award payments, long-term incentive awards or retirement and other benefits. With respect to 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. 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.

     Compensation Program Comparator Groups

          Based on its work with Hewitt Associates LLC, an independent management and compensation consulting firm retained by the compensation committee (“Hewitt”), the compensation committee approved three comparator groups to be used in 2007 for our compensation program. The compensation information for these groups comes from surveys and publicly available data. Details on the three groups are as follows:

Direct Peer Group				Broad Energy Peer Group				General Industry Peer Group
•		Rationale: Provides market data on companies that are very similar to us in terms of business activities, operations, revenue size and scope		•		Rationale: Provides market data on companies that are similar to us in terms of competition for executive talent, energy industry knowledge, operations, revenue size and scope		•		Rationale: Provides market data on companies that are similar to us in terms of revenue size and that represent employment alternatives for some executives outside of the industry
•		Companies included are:		•		Companies included are:		•		Companies included are:
		¾ Diamond Offshore Drilling, Inc.				¾ Baker Hughes Inc.				¾ ACCO Brands Corporation
		¾ ENSCO International, Inc.				¾ BJ Services Company				¾ Albemarle Corporation
		¾ GlobalSantaFe Corp.				¾ Cabot Oil & Gas Corporation				¾ Allergan, Inc.
		¾ Helmerich & Payne, Inc.				¾ Cameron International				¾ Ametek, Inc.
		¾ Nabors Industries Ltd.				Corporation				¾ Arch Chemicals, Inc.
		¾ Pride International, Inc.				¾ Chicago Bridge & Iron Company				¾ Brady Corporation
		¾ Rowan Companies, Inc.				¾ Cimarex Energy Company				¾ Chaparral Steel Company
		¾ Transocean, Inc.				¾ El Paso Corporation				¾ Church & Dwight Company, Inc.
						¾ Equitable Resources, Inc.				¾ Cleco Corporation
						¾ FMC Technologies Inc.				¾ Curtiss-Wright Corporation
						¾ Forest Oil Corporation				¾ Donaldson Company, Inc.
						¾ Noble Energy, Inc.				¾ Equifax Inc.
						¾ Pioneer Natural Resources				¾ Herman Miller, Inc.
						Company				¾ Joy Global Inc.
						¾ Plains Exploration &				¾ Kaman Corporation
						Production Company				¾ Kennametal Inc.
						¾ Schlumberger Ltd.				¾ Kinetic Concepts Inc.
						¾ Southwestern Energy Company				¾ Martin Marietta Materials, Inc.
						¾ St. Mary Land & Exploration				¾ PolyOne Corporation
						Company				¾ The Scotts Miracle-Gro Company
										¾ Steelcase Inc.
										¾ Thomas & Betts Corporation
										¾ Vulcan Materials Company
										¾ W. R. Grace & Company
										¾ Walter Industries, Inc.
										¾ Woodward Governor Company

          Data from these peer groups are an important part of the decision process used by the compensation committee in determining the design, components and award levels in our executive pay programs. The compensation committee endeavors to conduct its review on an annual basis for each named executive officer to ensure that our compensation program works as designed and intended. 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 in particular.				•		We generally target salary levels between the 50th and 75th percentile of the Direct and Broad Energy Peer Groups with high performing named executive officers approximating the 75th percentile.
		•		Salary levels and adjustments to salary take into account our executives’ responsibilities,
				individual performance and internal equity within the Company.				•		Based on our review of market data provided by Hewitt, the named
		•		This component of pay is generally used to attract, retain and motivate executives.						executive officers’ pay levels for 2007 are consistent with our philosophy.
Short-term incentives awarded under the Noble Corporation Short Term Incentive Plan (“STIP”)		•		Given the emphasis we and the compensation committee place on performance-based compensation, annual incentive targets are set above the energy market 50th percentile.				•		Bonus targets are set annually to correspond generally with the market 75th percentile of the Direct and Broad Energy Peer Groups.
		•		This structure allows for a total cash compensation opportunity (base salary, plus short-term incentive awards) at or above the energy market 50th percentile commensurate with performance.				•		The Company’s goal is for the total cash compensation opportunity for each named executive officer to be between the 50th and 75th percentile of the Direct and Broad Energy Peer Groups, if the performance of the named executive officer warrants.
		•		This program encourages and rewards achievement of annual financial and operational
				performance and individual goals and objectives.				•		The named executive officers’ pay levels for 2007 are consistent with our philosophy.
Long-term incentives awarded pursuant to 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 growth of the Company.				•		Given the design as described further below, award levels are set to correspond generally with the Direct and Broad Energy Peer Groups’ 75th percentile level.
		•		Grants and awards of long-term incentives ensure a longer term focus and facilitate share ownership for named executive officers.				•		The named executive officers’ pay levels for 2007 are consistent with our philosophy.
		•		Our long-term incentives consist of:
				—		Performance-vested restricted share awards designed to reward relative total member (shareholder) return versus industry comparators,
				—		Time-vested restricted share awards which 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.
		•		Although infrequently used for named executive officers, we and the compensation committee have the ability to grant additional stock options and time-vested Restricted Shares based on specific situations including new hire awards, retention and motivation needs.

Compensation Program
Component				Structure/Rationale						Objectives
Retirement and Other Benefits				Our retirement programs provide retirement income benefits to their participants. These retirement programs and certain other benefits are discussed in further detail under the caption “Retirement and Other Benefits.”						The Company believes that these programs and benefits assist in maintaining a competitive position in terms of attracting and retaining officers and other employees.
Change of Control				We enter into these agreements with our named						The Company believes that these
Employment Agreements				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 members 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.”						agreements assist in maintaining a competitive position in terms of attracting and retaining officers and other key employees.

          When targeting a percentile of the Direct Peer Group, the compensation committee benchmarked compensation by (i) ranking our named executive officers in relation to total compensation paid and comparing the named executive officers to individuals comparably ranked 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 benchmarked compensation of the named executive officers to like positions in the companies included in the Broad Energy Peer Group. Although the compensation committee generally does not target compensation for the named executive officers to correspond with a percentile level of the General Industry Peer Group, data from this peer group are used by our compensation committee to monitor general market trends in compensation.

     How Amounts for Compensation Components are Determined

          In addition to the information provided above, following are other details on specific compensation components for 2007:

          2007 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, achievement of specified business objectives and 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 compensation committee’s first meeting of each year (late January or early February), 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. Campbell in February 2007 in connection with the compensation committee’s annual review of base salaries. Base salary was further increased for Mr. Williams in April 2007 to compensate him for an increase in responsibilities and duties. As in 2006, the compensation committee continued to focus on the heightened competition for executives in the energy market in 2007.

          For the named executive officers serving the Company at December 31, 2007, base salary at that date ranged (i) from 71 percent to 94 percent of the 75th percentile of the like positions in the Broad Energy Peer Group and (ii) from 78 percent to 105 percent of the 75th percentile of the applicable ranks in the Direct Peer Group.

          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 holding like positions in the Broad Energy Peer Group and Direct Peer Group and individuals in comparably-ranked positions in the Direct Peer Group.

          2007 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 2007 plan year, the participant must have been actively employed on December 31, 2007 and must have continued to be employed through the date on which the STIP award payments were made. The 2007 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, 2007, the combination of base salary plus target award exceeded the market 50^th percentile of the Direct and Broad Energy Peer Groups.

          The purpose of our short-term incentive plan is to tie compensation directly to specific business goals and management objectives and individual performance. The Company believes that the performance goals for the 2007 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 member value.

          The target awards set forth in the plan range from 10 percent of base salary to 100 percent of base salary, with the latter target award generally set for our Chief Executive Officer. Since neither Mr. Jackson, our former Chairman of the Board, Chief Executive Officer and President, nor Mr. Sears, our interim Chairman of the Board, Chief Executive Officer and President, was employed through the date on which the 2007 STIP award payments were made, the target awards for the named executive officers who were eligible to participate in the STIP for the 2007 plan year were 55 percent or 75 percent of base salary. 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 performance goals annually for the plan.

          The Performance Bonus portion of the STIP award is calculated by multiplying one-half of the target 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. The performance goals for 2007 for corporate personnel were weighted with respect to three criteria: safety results (40 percent), earnings per share (30 percent) and cash operating margin (30 percent), defined as contract drilling revenues less contract drilling cost.

          As a result of modifications to the STIP plan made in April 2007, return on capital employed was replaced with cash operating margin as a performance goal component to the STIP. The Company believes that cash operating margin is a better measure of current operating performance for a short-term incentive plan than return on capital employed, which may be substantially driven by investment decisions made in prior years rather than operating performance achieved in the current plan year. The Company also believes that its goal of achieving cooperation between corporate employees and division employees is achieved by including cash operating margin as a performance goal component.

          For the 2007 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 target award.

          The Discretionary Bonus portion of the STIP is available at the discretion of the compensation committee and can range from zero to 2.0 times one-half of the individual’s target award. The resulting total STIP awards for the 2007 plan year, which include the Performance Bonus and Discretionary Bonus, 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 the 2007 plan year, the combined weighted percentage of goal achievement for corporate personnel resulted in an applicable multiplier of 1.40, which was calculated by first determining a combined weighted percentage of goal achievement as follows:

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

(0.3 [earnings per share] x 1.25 [adjustment factor for performance relative to budget]) +

(0.3 [cash operating margin] x 1.25 [adjustment factor for performance relative to budget]))

equals

a combined weighted adjustment factor of 1.25 or a combined weighted percentage of goal achievement of 125 percent.

For the 2007 plan year, a combined weighted percentage of goal achievement of 125 percent corresponds to an applicable multiplier of 1.40. The Performance Bonuses for the 2007 plan year paid to the named executive officers who were eligible to receive a STIP award for the 2007 plan year are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

          Our current Chief Executive Officer recommended, and the compensation committee approved, Discretionary Bonuses for the 2007 plan year for the named executive officers (other than our Chief Executive Officer) who were eligible to participate in the STIP for the 2007 plan year. The Discretionary Bonus for our current Chief Executive Officer was determined by the compensation committee. The Discretionary Bonuses for the 2007 plan year paid to the named executive officers are included in the Bonus column of the Summary Compensation Table.

          On October 25, 2007, the compensation committee awarded a one-time discretionary bonus to Julie J. Robertson in the amount of $150,000 in recognition of her outstanding efforts during executive management transition periods in 2007. This bonus was not awarded pursuant to the STIP.

          2007 Long-Term Incentives. It has been a longstanding objective of the Company to reward executive officers and key employees with equity compensation, in keeping with the overall compensation philosophy to align executives’ and employees’ interests with the interests of our members. We believe long-term incentives promote sustained member value by encouraging named executive officers to accomplish goals that benefit the Company both in the present and over a longer time period.

          The compensation committee established in 2004 an equity-based long-term incentive program for executive officers and key employees consisting of three elements: nonqualified stock options, time-vested Restricted Shares and performance-vested Restricted Shares. In 2007, awards and grants of long-term incentives to named executive officers were made so that approximately 40 percent, 40 percent and 20 percent of the total value of all long-term incentives were made in the form of time-vested Restricted Shares, performance-vested Restricted Shares and nonqualified stock options, respectively.

          Each grant of nonqualified stock options to our named executive officers in 2007 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 an Ordinary Share on the date of grant. Each option expires 10 years after the date of its grant.

          Each award of time-vested Restricted Shares to our named executive officers in 2007 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 or performance-vested Restricted Share awards are entitled to receive dividends and distributions with respect to the Restricted Shares they hold at the same rate and in the same manner as the holders of the Ordinary 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, performance-vested Restricted Shares may not be sold, transferred or pledged.

          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 terms of the performance-vested Restricted Shares awarded by the compensation committee in February 2007 for the 2007-2009 performance cycle provide that one-half of the total number of Restricted Shares awarded will vest based on a performance measure of cumulative total member (shareholder) return (TSR) for the Ordinary Shares relative to the companies in the Dow Jones U.S. Oil Equipment & Services Index (the “DJ Index”) and the remaining one-half of the total number of Restricted Shares awarded will vest based on TSR for the Ordinary Shares relative to the companies in the Direct Peer Group. The Company must have positive TSR for the performance cycle for any of the performance-vested Restricted Shares to vest.

          To determine the number of performance-vested Restricted Shares awarded for the 2007-2009 performance cycle that will vest,

	•		First, the percentile ranking of the TSR for Ordinary 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 vest for the 2007-2009 performance cycle.

DJ Index Performance Table

TSR for Ordinary Shares				Percentage of 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	%

	•		Third, the percentile ranking of the TSR for Ordinary Shares is computed relative to the companies in the Direct Peer Group at the end of the performance cycle.
	•		Fourth, the Direct Peer Group percentile ranking is cross-referenced in the table below to determine the percentage of performance-vested Restricted Shares allotted to the Direct Peer Group performance measure that vest for the 2007-2009 performance cycle.

Direct Peer Group Performance Table

TSR for Ordinary Shares				Percentage of 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	%

•

Finally, the total number of Restricted Shares awarded that will vest is calculated by taking the sum of (i) the number of shares calculated by multiplying the percentage determined in the second bullet point above by one-half of the total number of Restricted Shares awarded for the maximum level of performance for the 2007-2009 performance cycle and (ii) the number of shares calculated by multiplying the percentage determined in the fourth bullet point above by one-half of the total number of Restricted Shares awarded for the maximum level of performance for the 2007-2009 performance cycle. If less than five of the original eight companies comprise the Direct Peer Group at the end of the performance cycle, the total number of Restricted Shares awarded that will vest is calculated by multiplying the percentage determined in the second bullet point above by 100 percent of the total number of Restricted Shares awarded for the maximum level of performance for the 2007-2009 performance cycle.

     The target award levels in the tables above, which significantly influence total compensation, are used because we believe 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 lower than this, our compensation levels should be lower than the 75^th percentile.

          The performance-vested Restricted Shares awarded by the compensation committee in April 2004 for the 2004-2006 performance cycle vested effective February 13, 2007. Performance-vested Restricted Shares for the 2004-2006 performance cycle vested based solely on the performance measure of TSR for the Ordinary Shares relative to the companies in the DJ Index. At the end of the performance period, the percentile ranking of the TSR for Ordinary Shares relative to the companies in the DJ Index was in the 50^th percentile, which corresponded to the vesting of 42.7 percent of the outstanding performance-vested Restricted Shares awarded for the 2004-2006 performance cycle. The total number of performance-vested Restricted Shares that vested for those named executive officers who received an award for the 2004-2006 performance cycle were as follows: Ms. Robertson – 7,230 shares; Mr. Campbell – 3,440 shares; Mr. Day – 51,240 shares; and Mr. Jackson – 19,490 shares.

          The total value of the long-term incentive awards is recommended to the compensation committee by our Chief Executive Officer for all positions with the exception of 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 and Broad Energy Peer Groups and is set to correspond with the Direct 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 2007, 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 2007, the market price of the Ordinary 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 2007, the market price of the Ordinary 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 applying the methodology above, option grants and Restricted Share awards may be adjusted based on considerations of internal equity and individual performance during the prior year. We do not target long-term incentive opportunities to be a particular percentage of total compensation. The compensation committee granted stock options and awarded performance-vested Restricted Shares and time-vested Restricted Shares in 2007 to individuals (including our Chief Executive Officer and the other named executive officers) who demonstrated superior performance in their current position, as well as the likelihood of high-level performance in the future.

     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 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 pursuant to 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 pursuant to 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 Hewitt, 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 Ordinary 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 the payment of $85,480 and that our Board authorize and approve a payment that represents the current market value of 17,021 Ordinary 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 employee’s personal savings and social security. 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 terms of 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 Ordinary 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 (15 years of service for periods of time prior to January 1, 2007), employee contributions are matched in cash or Ordinary 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 the employer matching contribution account is based on the employee’s years of service with the Company and its affiliates. The amount credited to the employer matching contribution account becomes fully vested upon completion of three years of service by the employee (five years of service for periods of time prior to January 1, 2002). 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 is a nonqualified, unfunded employee benefit plan under which certain highly compensated employees of the Company may elect to defer compensation in excess of amounts deferrable under the Noble Drilling Corporation 401(k) Savings Plan and, subject to certain limitations specified in the plan, receive employer matching contributions. The Noble Drilling Corporation 401(k) Savings Restoration Plan is 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 2007 plan year, each participant was allocated a contribution equal to five percent of their basic compensation. Vesting in the profit sharing account is based on the employee’s years of service with the Company and its affiliates. 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 benefits under the pension plan increase with an employee’s period of service, we believe the pension encourages participants to make long-term commitments to the Company, and as such, serves as an important means by which the Company can retain executives and other employees. 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, 2007 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.

     Stock Ownership Guidelines

          We encourage all our executives to align their interests with our members by making a personal investment in the Ordinary 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 him or her.

		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 in connection with the hire date of new executives or at a regularly-scheduled quarterly meeting 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, 2007 (other than William A. Sears) 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 if a change of control occurs and the named executive officer is terminated for any reason or determines to leave during the first year after the change of control), maximizes member value because it prevents an unintended windfall to the named executive officers in the event of a friendly (non-hostile) change of control.

     Impact of Accounting and Tax Treatments of Compensation

          Prior to 2004, the accounting and tax treatments of compensation generally were not a material consideration in determining the design or amounts of pay for named executive officers. In April 2004, the compensation committee implemented a revised equity-based long-term incentive compensation program for executive officers and key employees, consisting of three elements: performance-vested Restricted Shares, time-vested Restricted Shares and nonqualified stock options. 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

various proposals to adopt, and the ultimate adoption, during such time period of new accounting standards modifying the accounting treatment of nonqualified stock options. In 2007, the compensation committee further reduced the percentage of total value of all long-term incentives represented by nonqualified stock option awards from 33 percent to 20 percent and increased the percentage of total value of all long-term incentives represented by Restricted Shares from 66 percent to 80 percent.

           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’s intent is to structure compensation awards that will be deductible without limitation where doing so will further the purposes of the Company’s executive compensation programs. The compensation committee also considers it important 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.

     Board Process and Independent Review of Compensation Program

           The compensation committee is responsible for determining the compensation of our directors and executive officers, including the compensation of our Chief Executive Officer and other named executive officers, and for assisting our Board in reviewing and administering the compensation programs, benefits, incentive and equity-based compensation plans. In addition, the compensation committee is authorized to exercise all the powers granted to it in its charter. The compensation committee charter provides that the compensation committee will have access to the necessary corporate resources to carry out its charter authority.

           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 compensation committee to retain and terminate, as the compensation committee deems necessary, independent advisors to provide advice and evaluation of the compensation or employment 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. Pursuant to the authority granted to it in its charter, the compensation committee has retained Hewitt as an advisor regarding compensation matters. In 2007, Hewitt reviewed the Company’s compensation program and policies, attended meetings from time to time with the compensation committee at the committee’s request, and presented reports thereon to the compensation committee.

           For our Chief Executive Officer, the compensation committee evaluates and assesses our Chief Executive Officer’s performance related to leadership, financial and operating results, board relations, and other material considerations. These considerations as well as compensation market information are then incorporated into the compensation committee’s compensation adjustment decisions. Market information and perspectives on market-based adjustments are provided by Hewitt.

           For executive officers (other than our Chief Executive Officer), our Chief Executive Officer works with Hewitt and our Executive Vice President to review compensation market information, to review prior compensation decisions and to recommend compensation adjustments to the compensation committee at the compensation committee’s 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 compensation committee. The compensation committee reviews and approves all compensation adjustments for the named executive officers.

           Hewitt acts at the direction of the compensation committee and independent of management. The compensation committee determines Hewitt’s ongoing engagement activities related to executive compensation consulting, including the preparation of compensation comparisons based on information regarding comparable businesses of a similar size and operational scope to the Company. Hewitt also endeavors to keep the compensation committee informed of executive compensation trends and regulatory/compliance developments.

           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, 2007 (the “2007 Form 10-K”), 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 Members 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.

           The following table sets forth the compensation of the persons who served as our Chief Executive Officer during 2007, the person who served as our Chief Financial Officer during 2007, 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			2007			$	489,583			$	375,000			$	1,589,245			$	394,841			$	262,500			$	0			$	24,756	(4)		$	3,135,925
Chairman of the Board, Chief Executive Officer and President, and former Senior Vice President and Chief Operating Officer (4)
Julie J. Robertson			2007			$	422,917			$	468,750	(5)		$	962,091			$	314,976			$	223,125			$	165,017			$	20,471	(5)		$	2,577,347
Executive Vice			2006			$	397,083			$	297,500			$	675,418			$	248,218			$	262,500			$	154,292			$	18,896			$	2,053,907
President and Corporate Secretary
Thomas L. Mitchell			2007			$	400,000			$	240,000			$	1,305,691			$	336,446			$	210,000			$	0			$	33,094	(6)		$	2,525,231
Senior Vice President,			2006			$	62,885			$	100,000	(6)		$	143,903			$	40,106			$	0			$	0			$	4,824			$	351,718
Chief Financial Officer, Treasurer and Controller (6)
Robert D. Campbell			2007			$	313,750			$	128,725			$	410,450			$	131,238			$	121,275			$	51,910			$	18,137	(7)		$	1,175,485
Senior Vice President and			2006			$	299,167			$	155,625			$	374,623			$	104,421			$	144,375			$	88,493			$	13,238			$	1,179,942
General Counsel
William A. Sears			2007			$	234,159			$	407,767	(8)		$	224,443			$	0			$	0			$	0			$	25,312	(8)		$	891,681
Former Chairman of the Board, Chief Executive Officer and President (8)
James C. Day			2007			$	358,325	(9)		$	0			$	1,854,645			$	1,168,320			$	0			$	0			$	18,732	(9)		$	3,400,022
Former Chairman of the Board (9)			2006			$	946,735	(9)		$	948,750			$	2,546,561			$	858,904			$	831,250			$	1,125,171			$	70,089			$	7,327,460
Mark A. Jackson			2007			$	595,693	(10)		$	0			$	1,960,452			$	1,321,690			$	0			$	151,035			$	1,431,338	(10)		$	5,460,208
Former Chairman of the Board,			2006			$	604,367	(10)		$	679,375			$	1,060,749			$	395,957			$	590,625			$	108,415			$	16,293			$	3,455,781
Chief Executive Officer and President (10)

           The following table sets forth certain information with respect to grants of plan-based awards during the year ended December 31, 2007 to each of the named executive officers.

Grants of Plan – Based Awards

																												All
																												Other
																												Stock				All Other
																												Awards:				Option								Grant
				Estimated Possible Payouts												Estimated Future Payouts												Number				Awards:				Exercise				Date Fair
				Under Non-Equity Incentive												Under Equity Incentive												of				Number of				or Base				Value of
				Plan Awards (1)												Plan Awards (2)												Shares				Securities				Price of				Stock and
												Maxi-												Maxi-				of Stock				Underlying				Option				Option
		Grant		Thresh				Target				mum				Thresh				Target				mum				or Units				Options (#)				Awards				Awards
Name		Date		-old ($)				($)				($)				-old (#)				(#)				(#)				(#) (3)				(4)				($/Sh) (4)				(5)
David W. Williams		February 13			—				—				—				0				53,189				79,150				—				—				—			$	1,078,722
		February 13			—				—				—				—				—				—				20,118				—				—			$	720,023
		February 13			—				—				—				—				—				—				—				27,460			$	35.79			$	360,001
		—		$	0			$	187,500			$	375,000				—				—				—				—				—				—				—
Julie J. Robertson		February 13			—				—				—				0				44,324				65,958				—				—				—			$	898,931
		February 13			—				—				—				—				—				—				16,764				—				—			$	599,984
		February 13			—				—				—				—				—				—				—				22,884			$	35.79			$	300,009
		—		$	0			$	159,375			$	318,750				—				—				—				—				—				—				—
Thomas L. Mitchell		February 13			—				—				—				0				35,459				52,766				—				—				—			$	719,139
		February 13			—				—				—				—				—				—				13,412				—				—			$	480,015
		February 13			—				—				—				—				—				—				—				18,306			$	35.79			$	239,992
		—		$	0			$	150,000			$	300,000				—				—				—				—				—				—				—
Robert D. Campbell		February 13			—				—				—				0				19,207				28,582				—				—				—			$	389,539
		February 13			—				—				—				—				—				—				7,264				—				—			$	259,979
		February 13			—				—				—				—				—				—				—				9,916			$	35.79			$	129,999
		—		$	0			$	86,625			$	173,250				—				—				—				—				—				—				—
William A. Sears		October 25			—				—				—				—				—				—				23,081				—				—			$	1,226,063
James C. Day		—			—				—				—				—				—				—				—				—				—				—
Mark A. Jackson		February 13			—				—				—				0				106,378				158,300				—				—				—			$	2,157,444
		February 13			—				—				—				—				—				—				40,234				—				—			$	1,439,975
		February 13			—				—				—				—				—				—				—				54,920			$	35.79			$	720,001

           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 with respect to outstanding equity awards at December 31, 2007 held by the named executive officers.

Outstanding Equity Awards at Fiscal Year-End

		Option Awards (1)																Stock Awards
																										Equity				Equity
																										Incentive				Incentive Plan
																						Market				Plan				Awards:
																						Value of				Awards:				Market or
																		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				Vested (#)				Vested ($)				Have Not				Have Not
Name		Exercisable				Unexercisable				Price ($)				Expiration Date				(2)				(3)				Vested (#) (4)				Vested ($) (3)
David W. Williams			—				27,460	(5)		$	35.79			February 13, 2017					86,785	(6)		$	4,904,220				53,189	(7)		$	3,005,710
			33,333				66,667	(8)		$	31.505			September 20, 2016					—				—				—				—
Julie J. Robertson			—				22,884	(5)		$	35.79			February 13, 2017					30,236	(9)		$	1,708,636				76,580	(10)		$	4,327,536
			7,916				15,836	(11)		$	37.925			February 2, 2016					—				—				—				—
			22,666				11,334	(12)		$	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					—				—				—				—
			90,000				—			$	7.8125			October 22, 2008					—				—				—				—
			40,000				—			$	10.8125			July 23, 2008					—				—				—				—
Thomas L. Mitchell			—				18,306	(5)		$	35.79			February 13, 2017					66,746	(13)		$	3,771,816				35,459	(14)		$	2,003,788
			26,666				53,334	(15)		$	35.495			November 6, 2016					—				—				—				—
Robert D. Campbell			—				9,916	(5)		$	35.79			February 13, 2017					12,640	(16)		$	714,286				33,269	(17)		$	1,880,031
			0				4,186	(11)		$	37.925			February 2, 2016					—				—				—				—
			0				6,200	(12)		$	26.46			April 27, 2015					—				—				—				—
William A. Sears			4,000				—			$	41.25			April 28, 2016					31,083	(18)		$	1,756,500				—				—
			4,000				—			$	26.62			April 29, 2015					—				—				—				—
			15,000				—			$	18.93			April 23, 2014					—				—				—				—
			15,000				—			$	16.055			April 25, 2013					—				—				—				—
			15,000				—			$	21.34			April 26, 2012					—				—				—				—
			10,000				—			$	23.845			April 27, 2011					—				—				—				—
			7,000				—			$	18.360			April 28, 2010					—				—				—				—
			7,000				—			$	8.913			April 24, 2009					—				—				—				—
			20,000				—			$	16.25			April 24, 2008					—				—				—				—
James C. Day			71,152				—			$	37.925			April 30, 2012					—				—				63,870	(19)		$	3,609,294
			102,800				—			$	26.46			April 30, 2012					—				—				—				—
			100,000				—			$	18.78			April 30, 2012					—				—				—				—
			116,400				—			$	15.60			April 30, 2012					—				—				—				—
Mark A. Jackson			54,920				—			$	35.79			March 20, 2008					—				—				—				—
			7,240				—			$	41.10			March 20, 2008					—				—				—				—
			31,390				—			$	37.925			March 20, 2008					—				—				—				—
			42,672				—			$	26.46			March 20, 2008					—				—				—				—
			25,000				—			$	24.405			March 20, 2008					—				—				—				—

           The following table sets forth certain information with respect to the amounts received upon the exercise of options or the vesting of Restricted Shares during the year ended December 31, 2007 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 Shares				Value Realized
		Acquired on				Value Realized on				Acquired on				on Vesting
Name		Exercise (#)				Exercise ($)(2)				Vesting (#)(3)				($)(3)
David W. Williams			—				—				33,333			$	1,648,317	(4)
Julie J. Robertson			120,000			$	4,496,457				20,730			$	813,211	(5)
Thomas L. Mitchell			—				—				26,666			$	1,502,362	(6)
Robert D. Campbell			432,584			$	15,746,102				9,616			$	380,671	(7)
William A. Sears			—				—				5,332			$	232,448	(8)
James C. Day			493,600			$	15,955,833				145,086			$	5,712,536	(9)
Mark A. Jackson			140,000			$	4,541,191				106,098			$	4,769,595	(10)