NOBLE CORP (Form: S-8 POS, Received: 05/15/2002 12:10:26)

As filed with the Securities and Exchange Commission on May 15, 2002
Registration No. 333-53912

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)

CAYMAN ISLANDS                                                        98-0366361
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                         Identification Number)

                      13135 SOUTH DAIRY ASHFORD, SUITE 800
                             SUGAR LAND, TEXAS 77478
          (Address of principal executive offices, including zip code)

NOBLE DRILLING CORPORATION 401(k) SAVINGS RESTORATION PLAN
(Full Title of the Plan)

Robert D. Campbell
President
Noble Corporation
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas 77478
(281) 276-6100
(Name, address and Telephone number, including area code, of agent for service)

Copy to:
David L. Emmons
Baker Botts L.L.P.
2001 Ross Avenue, Suite 700
Dallas, Texas 75201-2980

EXPLANATORY NOTE

Reorganization of Noble Drilling Corporation to Cayman Islands.

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8, File No. 333-53912, is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), by Noble Corporation, a Cayman Islands exempted company limited by shares ("Noble-Cayman"), as successor issuer to Noble Drilling Corporation, a Delaware corporation
("Noble-Delaware"), following a corporate reorganization (the "Reorganization")
that became effective on April 30, 2002. The Reorganization was effected through the merger of Noble Cayman Acquisition Corporation, a Delaware corporation, with and into Noble-Delaware with Noble-Delaware surviving as an indirect, wholly owned subsidiary of Noble-Cayman. In the merger, each person holding shares of Noble-Delaware common stock (and related preferred stock purchase rights) immediately before the merger received one ordinary share, par value US$.10 per share ("Ordinary Shares"), of Noble-Cayman (and related preferred share purchase right) for each share of Noble-Delaware common stock (and related preferred stock purchase right) held by such person. Pursuant to the Reorganization, Ordinary Shares will henceforth be issuable under the Noble Drilling Corporation
401(k) Savings Restoration Plan in lieu of common stock of Noble-Delaware, but Noble-Delaware will continue to sponsor the Plan. Noble-Cayman hereby expressly adopts the Registration Statement on Form S-8 (File No. 333-53912) filed by Noble-Delaware with the Securities and Exchange Commission as its own Registration Statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which Noble-Delaware and Noble-Cayman have filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated in this Post-Effective Amendment by reference and shall be deemed to be a part hereof:

1. Noble-Delaware's Annual Report on Form 10-K for the fiscal year ended December 31, 2001;

2. The Current Reports of Noble-Delaware filed on Form 8-K dated January 31, 2002, April 24, 2002 and May 6, 2002; and

3. The description of the ordinary shares of Noble-Cayman, par value US$.10 per share, contained in Noble-Cayman's Registration Statement on Form 8-A, dated April 25, 2002.

All documents filed by Noble-Cayman with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Post-Effective Amendment and prior to the filing of any further post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Post-Effective Amendment by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in this Post-Effective Amendment, in any amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Post-Effective Amendment to the extent that a statement contained herein or in any subsequently-filed supplement to this Post-Effective Amendment or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Post-Effective Amendment.

ITEM 4. DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cayman Islands law does not limit the extent to which a company's articles of association may provide for the indemnification of its directors, officers, employees and agents except to the extent that such provision may be held by the Cayman Islands courts to be contrary to public policy.

Noble-Cayman's articles of association provide the following:

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Article 111 of Noble-Cayman's articles of association provides that no Noble-Cayman director will be personally liable to Noble-Cayman or its members for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director's duty of loyalty to Noble-Cayman or to its members, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law or (c) for any transaction from which the director derived an improper personal benefit.

Article 112 of Noble-Cayman's articles of association provides that Noble-Cayman will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Noble-Cayman), by reason of the fact that such person is or was a director, officer, employee or agent of Noble-Cayman, or is or was serving at the request of Noble-Cayman as a director, officer, employee or agent of another company, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Noble-Cayman, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of Noble-Cayman, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.

Article 113 of Noble-Cayman's articles of association provides that Noble-Cayman shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Noble-Cayman to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of Noble-Cayman, or is or was serving at the request of Noble-Cayman as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Noble-Cayman, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Noble-Cayman unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the such court shall deem proper.

Any indemnification under Article 112 or Article 113 of Noble-Cayman's articles of association (unless ordered by a court) shall be made by Noble-Cayman only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Article 112 or Article 113 of Noble-Cayman's articles of association. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are not such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the Noble-Cayman members.

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To the extent that a present or former director or officer of Noble-Cayman has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either of Articles 112 or 113 or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

Expenses (including attorneys' fees) incurred by a present or former officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by Noble-Cayman in advance of the final disposition of such action, suit or proceeding upon receipt by Noble-Cayman of an undertaking by or on behalf of such officer or director to repay all such amounts advanced if it shall ultimately be determined that such person is not entitled to be indemnified by Noble-Cayman under its articles of association or otherwise. Such expenses (including attorneys' fees) incurred by present or former employees or agents of Noble-Cayman other than officers or directors may be so paid upon such terms and conditions, if any, as Noble-Cayman deems appropriate.

The indemnification and advancement of expenses shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any law, agreement, vote of members or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.

Noble-Cayman has entered into an indemnity agreement with each of its directors and officers to supplement the indemnification protection available under Noble-Cayman's articles of association referred to above. These indemnity agreements generally provide that Noble-Cayman will indemnify the parties thereto to the fullest extent permitted by law.

Noble-Cayman also maintains insurance to protect itself and its directors, officers, employees and agents against expenses, liabilities and losses incurred by such persons in connection with their services in the foregoing capacities.

The foregoing summaries are necessarily subject to the complete text of Noble-Cayman's articles of association and the indemnity agreements referred to above and are qualified in their entirety by reference thereto.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8. EXHIBITS

The following documents are filed as a part of this registration statement or incorporated by reference herein:

Exhibit
  No.                              Description
-------                            -----------
*4.1              Memorandum of Association of Noble Corporation (incorporated
                  by reference to Annex B to the proxy statement/prospectus
                  included in Noble Corporation's Registration Statement on Form
                  S-4 (Registration No. 333-84278) dated March 13, 2002).

II-3

*4.2              Articles of Association of Noble Corporation (incorporated by
                  reference to Annex C to the proxy statement/prospectus
                  included in Noble Corporation's Registration Statement on Form
                  S-4 (Registration No. 333-84278) dated March 13, 2002).

*4.3              Specimen Noble Corporation Ordinary Share certificate
                  (incorporated by reference to Exhibit 3.5 of Noble
                  Corporation's Registration Statement on Form S-4 (Registration
                  No. 333-84278) dated March 13, 2002).

*4.4              Rights Agreement between Noble Corporation and UMB Bank, N.A.,
                  as Rights Agent (which includes the Form of Right Certificate
                  as Exhibit B thereto) (incorporated by reference to Exhibit
                  4.1 of Noble Corporation's Registration Statement on Form S-4
                  (Registration No. 333-84278) dated March 13, 2002).

5.1               Opinion of Maples and Calder, regarding the legality of
                  securities to be issued by Noble Corporation.

10.1              Amendment to Noble Drilling Corporation 401(k) Savings
                  Restoration Plan.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Maples and Calder (included in Exhibit 5.1).

24.1              Powers of Attorney.

* Incorporated herein by reference as indicated.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the

II-4

Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Noble Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sugar Land, State of Texas, on May 14, 2002.

NOBLE CORPORATION

By:  /s/ Robert D. Campbell
   ---------------------------------------
   Robert D. Campbell, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on May 14, 2002.

SIGNATURE TITLE
--------- -----
/s/ James C. Day Chairman and Chief Executive Officer and Director
--------------------------------------------------- (Principal Executive Officer)
James C. Day

/s/ Robert D. Campbell President and Director
---------------------------------------------------
Robert D. Campbell

/s/ Mark A. Jackson Senior Vice President - Finance, Chief Financial Officer,
--------------------------------------------------- Treasurer, Controller and Assistant Secretary
Mark A. Jackson (Principal Financial and Accounting Officer)

Director
---------------------------------------------------
Michael A. Cawley*

Director
---------------------------------------------------
Lawrence J. Chazen*

---------------------------------------------------
Luke R. Corbett* Director

Director
---------------------------------------------------
Marc E. Leland*

Director
---------------------------------------------------
Jack E. Little*

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                                                                                 Director
---------------------------------------------------
                William A. Sears*



*By:         /s/ Robert D. Campbell
    -----------------------------------------------
    Robert D. Campbell, Attorney-in-Fact

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Noble Drilling Corporation Employee Benefits Committee has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sugar Land, State of Texas, on May 14, 2002.

NOBLE DRILLING CORPORATION 401(k)
SAVINGS RESTORATION PLAN

By: Noble Drilling Corporation
Employee Benefits Committee

By:            /s/ John P. Boots
      ---------------------------------------
      John P. Boots
      Member of Employee Benefits Committee


By:            /s/ Marsha L. Galvan
      ---------------------------------------
      Marsha L. Galvan
      Member of Employee Benefits Committee


By:            /s/ Michael N. Lamb
      ---------------------------------------
      Michael N. Lamb
      Member of Employee Benefits Committee


By:            /s/ Thomas F. O 'Rourke
      ---------------------------------------
      Thomas F. O'Rourke
      Member of Employee Benefits Committee


By:            /s/ Julie J. Robertson
      ---------------------------------------
      Julie J. Robertson
      Member of Employee Benefits Committee

II-7

INDEX TO EXHIBITS

EXHIBIT
  NO.                              DESCRIPTION
-------                            -----------
*4.1              Memorandum of Association of Noble Corporation (incorporated
                  by reference to Annex B to the proxy statement/prospectus
                  included in Noble Corporation's Registration Statement on Form
                  S-4 (Registration No. 333-84278) dated March 13, 2002).

*4.2              Articles of Association of Noble Corporation (incorporated by
                  reference to Annex C to the proxy statement/prospectus
                  included in Noble Corporation's Registration Statement on Form
                  S-4 (Registration No. 333-84278) dated March 13, 2002).

*4.3              Specimen Noble Corporation Ordinary Share certificate
                  (incorporated by reference to Exhibit 3.5 of Noble
                  Corporation's Registration Statement on Form S-4 (Registration
                  No. 333-84278) dated March 13, 2002).

*4.4              Rights Agreement between Noble Corporation and UMB Bank, N.A.,
                  as Rights Agent (which includes the Form of Right Certificate
                  as Exhibit B thereto) (incorporated by reference to Exhibit
                  4.1 of Noble Corporation's Registration Statement on Form S-4
                  (Registration No. 333-84278) dated March 13, 2002).

5.1               Opinion of Maples and Calder, regarding the legality of
                  securities to be issued by Noble Corporation.

10.1              Amendment to Noble Drilling Corporation 401(k) Savings
                  Restoration Plan.

23.1              Consent of PricewaterhouseCoopers LLP.

23.2              Consent of Maples and Calder (included in Exhibit 5.1).

24.1              Powers of Attorneys.

* Incorporated herein by reference as indicated.

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EXHIBIT 5.1

14 May, 2002

To: Noble Corporation
P.O. Box 309GT
Ugland House
South Church Street
Grand Cayman
Cayman Islands

Dear Sirs,

NOBLE CORPORATION (THE "COMPANY")

We have acted as Cayman Islands counsel to the Company in connection with an Agreement and Plan of Merger, dated March 11, 2002 (the "Merger Agreement") and made among the Company, Noble Drilling Corporation, a Delaware corporation ("Noble-Delaware"), Noble Holding (U.S.) Corporation, a Delaware corporation, and Noble Cayman Acquisition Corporation, a Delaware corporation ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub was merged with and into Noble-Delaware (the "Merger") and the Company issued ordinary shares, par value US$.10 per share (the "Ordinary Shares") in exchange for the issued and outstanding shares of common stock of Noble-Delaware, par value US$.10 per share (the "Noble-Delaware Common Stock") being cancelled as part of the Merger. In addition, Noble-Delaware's stock option plans were amended to provide (i) that the Company's Ordinary Shares will be issued upon exercise of any options issued under the stock option plans and (ii) for the other appropriate substitutions of the Company for Noble-Delaware in the stock option plans.

We have been asked to provide this legal opinion to you in connection with the filing of post-effective amendments (collectively, the "Post-Effective Amendments") to the following Registration Statements filed by the Company pursuant to the Securities Act of 1933, as amended:

1. Form S-8 (1991 Stock Option and Restricted Stock Plan) (file no. 333-80511);

2. Form S-8 (1991 Stock Option and Restricted Stock Plan) (file no. 333-25857);

3. Form S-8 (1991 Stock Option and Restricted Stock Plan) (file no. 33-57675);

4. Form S-8 (1991 Stock Option and Restricted Stock Plan) (file no. 33-46724);

5. Form S-8 (Equity Compensation Plan for Non-Employee Directors) (file no. 333-17407);

6. Form S-8 (1992 Nonqualified Stock Option Plan for Non-Employee Directors) (file no. 33-62394);

7. Form S-8 (401(k) Savings Plan) (file no. 33-18966);

8. Form S-8 (401(k) Savings Plan) (file no. 33-50270);

9. Form S-8 (401(k) Savings Restoration Plan) (file no. 333-53912);

relating to the Ordinary Shares of the Company (the "Shares") to be issued pursuant to the above-referenced plans to which the Post-Effective Amendments relate (the "Plans").

1 DOCUMENTS REVIEWED

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 the Certificate of Incorporation and Memorandum and Articles of Association of the Company as registered or adopted on 12 February, 2002;

1.2 the minutes of the meeting of the Board of Directors of the Company held on 8 March, 2002 and the corporate records of the Company maintained at its registered office in the Cayman Islands;

1.3 a Certificate of Good Standing issued by the Registrar of Companies (the "Certificate of Good Standing");

1.4 a certificate from a Director of the Company the form of which is annexed hereto (the "Director's Certificate");

1.5 the Merger Agreement;

1.6 the Post-Effective Amendments; and

1.7 the Plans.

2 ASSUMPTIONS

The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 the Merger Agreement and the Plans have been or will be authorised and duly executed and delivered by or on behalf of all relevant parties (other than the Company as a matter of Cayman Islands law) in accordance with all relevant laws (other than the laws of the Cayman Islands);

2.2 the Merger Agreement and the Plans are legal, valid, binding and enforceable against all relevant parties in accordance with their terms under Delaware law and all other relevant laws (other than the laws of the Cayman Islands);

2.3 copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals;

2.4 all signatures, initials and seals are genuine;

2.5 the Company will receive money or money's worth (the "Consideration") in consideration for the issue of the Shares, and that none of the Shares will be issued for less than par value; and

2.6 there is nothing under any law (other than the law of the Cayman Islands) which would or might affect the opinions hereinafter appearing. Specifically, we have made no independent investigation of the laws of Delaware.

3 OPINION

Based upon, and subject to, the foregoing assumptions and having regard to such legal considerations as we deem relevant, we are of the opinion that when issued and sold pursuant to the provisions of the Plans for the consideration fixed pursuant thereto and registration of the Shares in the Company's Register of Members, the Shares will be validly issued and (assuming that all of the Consideration is received by the Company) will be fully paid and non-assessable.

This opinion is given as of the date shown and may not be relied upon as of any later date. This opinion is given to you solely for use in connection with the filing of the Post-Effective Amendments.

We hereby consent to the use of this opinion as an exhibit to the Post-Effective Amendments. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Yours faithfully,

/s/ Maples and Calder
---------------------
MAPLES and CALDER

14 May, 2002

To: Maples and Calder
P.O. Box 309GT
Ugland House
South Church Street
Grand Cayman
Cayman Islands

Dear Sirs,

Noble Corporation (the "Company")

I, Robert D. Campbell, being a director of the Company, am aware that you are being asked to provide a legal opinion (the "OPINION") in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:

1        The Memorandum and Articles of Association of the Company as registered
         on 12 February, 2002 remain in full force and effect and are unamended.

2        The Company has not entered into any mortgages or charges over its
         property or assets other than those entered in the register of
         mortgages and charges, or contemplated by the Merger Agreement.

3        The minutes of the meeting of the board of directors held on 8 March,
         2002 (the "Meeting") are a true and correct record of the proceedings
         of the Meeting, which was duly convened and held, and at which a quorum
         was present throughout and at which each director disclosed his
         interest (if any), in the manner prescribed in the Articles of
         Association.

4        The shareholders of the Company have not restricted or limited the
         powers of the directors in any way. There is no contractual or other
         prohibition (other than as arising under Cayman Islands law) binding on
         the Company prohibiting the registration of the additional ordinary
         shares of the Company as described in the Registration Statement on
         Form S-4 dated April 22, 2002 .

5        The resolutions set forth in the minutes of the Meeting were duly
         adopted, are in full force and effect at the date hereof and have not
         been amended, varied or revoked in any respect.

6        The directors of the Company at the date of the Meeting were as
         follows:

                           Robert D. Campbell
                           James C. Day
                           Julie J. Robertson

7        The Minute Book and corporate records of the Company as maintained at
         its registered office in the Cayman Islands and made available to you
         are complete and accurate in all material respects, and all minutes and
         resolutions filed therein represent a complete and accurate record of
         all meetings of the shareholders and directors (or any committee
         thereof) (duly convened in accordance with the Articles of Association)
         and all resolutions passed at the meetings, or passed by written
         consent as the case may be.

I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.

   /s/ Robert D. Campbell
------------------------------------
Robert D. Campbell, Director

EXHIBIT 10.1

AMENDMENT NO. 1 TO THE
NOBLE DRILLING CORPORATION

401(k) SAVINGS RESTORATION PLAN

Pursuant to the provisions of Section 4.1 thereof, the Noble Drilling Corporation 401(k) Savings Restoration Plan (the "Plan") is hereby amended in the following respects only:

FIRST: Section 1.1(o) of the Plan is hereby amended by restatement in its entirety to read as follows:

(o) "Unit Value" means an amount equal to (i) if the ordinary shares of Noble Corporation, a Cayman Islands exempted company limited by shares and the ultimate parent corporation of the Employers, are listed or admitted to trading on a securities exchange registered under the Securities Exchange Act of 1934, the average of the closing sale prices per share of such shares as reported on the principal such exchange for the immediately preceding five days on which a sale of such shares was reported on such exchange, (ii) if the ordinary shares of Noble Corporation are not listed or admitted to trading on any such exchange, but are listed as a national market security by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDA") or any similar system then in use, the average of the closing sale prices per share of such shares as reported on NASDAQ or such system for the immediately preceding five days on which a sale of such shares was reported on NASDAQ or such system, and (iii) if the ordinary shares of Noble Corporation are not listed or admitted to trading on any such exchange and are not listed as a national market security on NASDAQ or any similar system then in use, but are quoted on NASDAQ or any similar system then in use, the average of the mean between the closing high bid and low asked quotations per share for such shares as reported on NASDAQ or such system for the immediately preceding five days on which bid and asked quotations for such shares were reported on NASDAQ or such system.

SECOND: Section 3.2(b) of the Plan is hereby amended by restatement in its entirety to read as follows:

(b) The number of Units equal to the number of the ordinary shares of Noble Corporation that would have been contributed to the
401(k) Plan as an Employer Matching Contribution for such Participant for each month during a Plan Year if the compensation such Participant elected to defer for such month pursuant to Plan Section 3.1(i) had been contributed to the 401(k) Plan as a pre-tax contribution for such Participant for such month shall be credited to such Participant's Matching Account for that year no later than 15 business days after the end of such month.

THIRD: Section 3.4 of the Plan is hereby amended by restatement in its entirety to read as follows:

Section 3.4 Unit Adjustments. If a cash dividend is paid on the ordinary shares of Noble Corporation, each Account then credited with a Unit shall be credited on the date said dividend is paid with the number of Units equal to the amount of said dividend per share multiplied by the number of Units then credited to such Account, with the product thereof divided by the Unit Value on the date such dividend is paid. If Noble Corporation effects a split of its ordinary shares or pays a dividend in the form of its ordinary shares, or if the outstanding ordinary shares of Noble Corporation are combined into a smaller number of shares, the Units then credited to an Account shall be increased or decreased to reflect proportionately the increase or decrease in the number of outstanding ordinary shares of Noble Corporation resulting from such split, dividend or combination. In the event of a reclassification of the ordinary shares of Noble Corporation not covered by the foregoing, or in the event of a liquidation, separation or reorganization (including, without limitation, a merger, amalgamation, consolidation or sale of assets) involving Noble Corporation, the Board of Directors of the Company shall make such adjustments, if any, to an Account as such Board may deem appropriate.

FOURTH: The last paragraph of Section 3.5 of the Plan is hereby amended by restatement in its entirety to read as follows:

When Units credited to an Account maintained by an Employer for a Participant become distributable, such Units shall be canceled and the Employer maintaining such Account shall deliver or cause to be delivered to the distributee a certificate evidencing the ownership of one ordinary share of Noble Corporation for each Unit so canceled; provided, however, that if the rules of any stock exchange or stock market on which the ordinary shares of Noble Corporation are listed require member approval of the Plan as a prerequisite for listing on such stock exchange or stock market the ordinary shares of Noble Corporation deliverable under the Plan, then, unless and until such member approval is obtained, all ordinary shares of Noble Corporation delivered pursuant to the Plan shall be shares acquired by such Employer (or a trustee acting on behalf of such Employer) either in the open market or from Noble Corporation or one of its affiliates. When an amount credited as a dollar amount to an Account maintained by an Employer for a Participant becomes distributable, such amount shall be paid by such Employer to the distributee in cash and charged against such Account. If the amount credited to an Account is paid in installments over a period of years, the provisions of Plan Sections 3.3 and 3.4 shall continue to apply to the amount credited to such Account from time to time. An Employer making a payment or causing ordinary shares of Noble Corporation to be delivered to or with respect to a Participant pursuant to this Plan shall withhold from any such payment or delivery and shall remit to the appropriate governmental authority, any income, employment or other tax such Employer is required by applicable law to so withhold from and remit on behalf of the payee.

FIFTH: Section 5.1 of the Plan is hereby amended by restatement in its entirety to read as follows:

Section 5.1 Nature of Plan and Rights. This Plan is unfunded and maintained by the Employers primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Employers. The Units credited and Accounts maintained under this Plan are fictional devices used solely for the accounting purposes of this Plan to determine an amount of money to be paid and a number of ordinary shares of Noble Corporation to be delivered by an Employer to a Participant pursuant to this Plan, and shall not be deemed or construed to create a trust fund or security interest of any kind for or to grant a property interest of any kind to any Participant, designated beneficiary or estate. The amounts credited by an Employer to Accounts maintained under this Plan are and for all purposes shall continue to be a part of the general liabilities of such Employer, and to the extent that a Participant, designated beneficiary or estate acquires a right to receive a payment from such Employer pursuant to this Plan, such right shall be no greater than the right of any unsecured general creditor of such Employer.

IN WITNESS WHEREOF, this Amendment has been executed by Noble Drilling Corporation on behalf of all Employers to be effective as of May 1, 2002.

NOBLE DRILLING CORPORATION

By /s/ Robert D. Campbell
  ------------------------------------
  Robert D. Campbell, President

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 31, 2002 relating to the consolidated financial statements, which appears in Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 2001.

PricewaterhouseCoopers LLP

Houston, Texas
May 14, 2002

EXHIBIT 24.1

NOBLE CORPORATION

POWER OF ATTORNEY

WHEREAS, Noble Corporation, a Cayman Islands exempted company limited by shares (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder, post-effective amendments to the following Registration Statements of Noble Drilling Corporation, an indirect, wholly owned subsidiary of the Company:

o Form S-8 (Noble Drilling Corporation 401(k) Savings Restoration Plan) (File No. 333-53912);

o Form S-8 (Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan) (File No. 333-80511);

o Form S-8 (Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan) (File No. 333-25857);

o Form S-8 (Noble Drilling Corporation Equity Compensation Plan for Non-Employee Directors) (File No. 333-17407);

o Form S-8 (Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan) (File No. 33-57675);

o Form S-8 (Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for Non-Employee Directors) (File No. 33-62394);

o Form S-8 (Noble Drilling Corporation 401(k) Savings Plan (formerly, the Noble Drilling Corporation Thrift Plan)) (File No. 33-50270);

o Form S-8 (Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan) (File No. 33-46724); and

o Form S-8 (Noble Drilling Corporation 401(k) Savings Plan) (File No. 33-18966).

each including a related prospectus or prospectuses, with such further amendment(s) thereto (including further post-effective amendments) and any supplement(s) thereto (collectively, the "Post-Effective Amendments"), as prescribed by the Commission pursuant to the Securities Act and the rules and regulations thereunder, together with any and all exhibits and other documents relating to the Post-Effective Amendments, in each case as may be necessary or appropriate in connection with the registration of ordinary shares, par value U.S.$0.10 per share, of the Company;

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NOW THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert D. Campbell and James C. Day, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Post-Effective Amendments, including the exhibits thereto and the prospectus or prospectuses referred to above, and any and all amendments thereto (including further post-effective amendments) and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act and any supplement(s) thereto and any and all instruments necessary or incidental in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the 6th day of May, 2002.

/s/ MICHAEL A. CAWLEY
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Michael A. Cawley
Director of Noble Corporation