TRANSITION CONSULTING SERVICES AGREEMENT

Exhibit 10.1

TRANSITION CONSULTING SERVICES AGREEMENT

This Transition Consulting Services Agreement (the “ Agreement ”) is entered into by Noble Corporation, a Cayman Islands exempted company limited by shares (the “ Company ”); and James C. Day (the “ Consultant ”) as of April 26, 2007. The Consultant and the Company are referred to as the “ Parties ”.

R E C I T A L S :

A G R E E M E N T :

     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

     1.  Consulting Arrangements .

     (a) Term and Consulting Commitment . From May 1, 2007, through April 30, 2009, (the “ Completion Date ”), the Consultant shall provide consulting services commensurate with his status and experience with respect to Company Group matters as shall be mutually agreed from time to time between the Consultant and the Company (through its Chief Executive Officer, Chairman of the Board or Lead Independent Director), including without limitation matters related to:

     (i) transition of the Consultant’s prior duties and responsibilities as the Company’s prior Chief Executive Officer to his successor;

     (ii) strategic acquisitions, dispositions, capital raising activities and major financings;

     (iii) compensation matters;

     (iv) business strategy planning; and

     (v) other current and prospective business activities and operations of the Company Group.

The Consultant shall honor any such request unless he has a conflicting commitment that would preclude him from performing such services at the time and/or place requested by the Company, and in such circumstances shall make reasonable efforts to arrange a mutually satisfactory alternative. The Company will use reasonable efforts not to require the performance of consulting services in any manner that unreasonably interferes with the activities of the Consultant. The Consultant shall be reasonably available to the Company Group or its Consultant shall be reasonably available to the Company Group or its representatives to provide general advice or assistance as requested by the Company, including without limitation by testifying (and preparing to testify) as a witness in any proceeding or otherwise providing information or reasonable assistance to the Company Group in connection with any investigation, claim or suit, and cooperating with the Company Group regarding any litigation, claims or other disputed items involving the Company Group that relate to matters within the knowledge or responsibility of the Consultant during his prior employment with the Company. Without limiting the foregoing, the Consultant shall (i) meet with the Company Group’s representatives, counsel or other designees at reasonable times and places with respect to any items within the scope of this provision; (ii) provide truthful testimony regarding these matters to any court, agency or other adjudicatory body; (iii) provide the General Counsel of the Company with prompt written notice of contact or subpoena by any non-governmental person or entity the interests of whom or which are reasonably likely to be adverse to the Company Group or its interests, and (iv) not voluntarily assist any such non-governmental adverse party or such non-governmental adverse party’s representatives.

     (b) Commitment . The Consultant shall perform his duties in a diligent, trustworthy, and businesslike manner, with the purpose of advancing the business of the Company Group. Notwithstanding anything to the contrary herein, the Parties agree that (1) the Company shall use its reasonable efforts to require that the average level of bona fide services to be provided by the Consultant during the term of this Agreement shall be equal to 20% or less of the average of the bona fide services performed by the Consultant as an employee of the Company during the immediately preceding 36-month period (the “Employee Service Level”), and (2) the Company shall under no circumstances require that the Consultant provide services under this Agreement or otherwise that exceed 50% of the Employee Service Level.

     (c) Other Activities . Except as set forth in Section 7, this Agreement shall not limit or restrict the Consultant’s ability to serve on corporate, civic, or charitable boards or committees and manage his personal investments and affairs, provided that such activities do not unreasonably interfere with the performance of the Consultant’s duties under this Agreement.

     (d) Nature of Relationship Between Parties . The Consultant shall render the consulting services in this Agreement as an independent contractor. Except as otherwise specifically authorized in writing by the Company, the Consultant shall have no authority or power to bind the Company (or any other member of the Company Group) with respect to third parties and the Consultant shall not represent to third parties that the Consultant has authority or power to bind the Company (or any other member of the Company Group). It is not the intention of the parties to this Agreement to create, by virtue of this Agreement, any employment relationship, trust, partnership or joint venture between the Consultant and the Company (or any other member of the Company Group), except as specifically provided in this Agreement, to make them legal representatives or agents of each other or to create any fiduciary relationship or additional contractual relationship among them. As an independent contractor, the Consultant is not eligible for any Company Group provided employee benefits. Notwithstanding the foregoing, the Consultant is eligible for certain benefits by virtue of his status as a retired executive of the Company and this Agreement does not terminate, modify or supersede any benefit to which the Consultant, as a retired executive of the Company, otherwise is entitled to receive, including (as applicable and without limitation) retirement plans (whether qualified or nonqualified), health and welfare plans, bonus plans or agreements, equity compensation plans, awards or agreements, and performance awards, in which the Consultant participated or which the Consultant was awarded or made a party to in connection with his employment by the Company including without limitation those set forth on Schedule A hereto.

     2.  Relinquishment of Amended and Restated Employment Agreement . In consideration of the benefits provided under this Agreement, the Consultant hereby relinquishes and waives any and all amounts, benefits or other rights to which he may have been entitled under the Amended and Restated Employment Agreement between the Consultant and Noble Drilling Corporation dated as of April 30, 2002 (the “ Employment Agreement ”). This relinquishment and waiver of the Employment Agreement shall be effective as of the date of this Agreement. The Parties acknowledge that Consultant’s retirement and termination of employment with the Company (and any other members of the Company Group, as applicable) is not in connection with or in anticipation of a “Change of Control” (as such term is defined in the Employment Agreement).

     3.  Consulting Fee, Benefits and Reimbursement .

     (a) Consulting Fee . During the Consultant’s service to the Company Group pursuant to this Agreement, the Company shall pay the Consultant the following fees: (i) a consulting fee of $20,834.00 per month, payable on the first business day of each month commencing on May 1, 2007, and ending with the payment made on the first business day after March 1, 2008, and (ii) a consulting fee of $20,834.00 per month, payable on the first business day of each month commencing on April 1, 2008, and ending with the payment made on April 1, 2009.

     (b) Reimbursement of Expenses . The Company shall reimburse the Consultant for all reasonable out-of-pocket expenses incurred by the Consultant in the course of his duties during the term of this Agreement, upon presentation of appropriate

documentation of such costs as and when required by and to the satisfaction of the Company, on a basis that is consistent with the Company’s policies and practices as in effect from time to time. Notwithstanding anything to the contrary herein, the amount of expenses eligible for reimbursement under this provision or office and secretarial assistance to be provided pursuant to Section 3(c) below in any taxable year of the Consultant shall not affect the expenses eligible for reimbursement under this paragraph or the office and secretarial assistance to be provided under Section 3(c) in any other taxable year.

     (c) Office and Secretarial Assistance . From May 1, 2007, through the Completion Date, the Company shall provide to the Consultant a furnished office of at least 1,200 square feet, in a Class A building in Sugar Land, Texas substantially similar to property such as is included in Sugar Land Town Square, and shall provide the Consultant with up to 30 hours per week of secretarial assistance by Regina Allen, who shall continue to be an employee of the Company or its affiliate Noble Drilling Services Inc., with such secretary’s compensation and benefits commensurate with her compensation and benefits as of the date of this Agreement (or, in the event that Ms. Allen’s employment with the Company terminates for any reason, a replacement secretary reasonably acceptable to the Consultant).

     (d) Country Club Membership . As soon as practicable following the execution of this Agreement by the Consultant, the Company shall transfer ownership of the membership in Sweetwater Country Club, 4400 Palm Royale Boulevard, Sugar Land, Texas 77479, Membership No. 3136, to the Consultant. The Company shall bear any expenses associated with such transfer except any tax obligations of the Consultant relating to such transfer. All costs of membership arising after April 30, 2007 shall be borne solely by the Consultant.

     4.  Termination of Agreement .

     (a) By the Company for Cause . In the event the Consultant willfully fails to substantially fulfill any of his obligations in this Agreement prior to the Completion Date then after written notice of such failure and if such failure is not cured, if curable, within 15 business days after such notice, the Company may, in its sole discretion, (a) terminate this Agreement by providing written notice of such termination and the effective date thereof to the Consultant, (b) terminate all remaining consulting fee payment obligations of the Company set forth in Section 3(a) of this Agreement (and the Consultant will not be entitled to receive such payments after the effective date of such termination), other than amounts that accrued prior to the effective date of such termination, and (c) recover any and all damages to which the Company may be entitled. Notwithstanding any such termination, the Consultant’s obligations under Section 5 through 21 of this Agreement shall continue in full force and effect provided that the Company has paid in the aggregate under this Agreement at the time of such termination (or concurrently with such termination makes additional payments such that in the aggregate it has paid) at least $125,000 .

     (b) By the Consultant For Good Reason . In the event the Company willfully fails to substantially fulfill any of its obligations in this Agreement then after written notice of such failure (which must be given within 90 calendar days following the date such failure first occurred) and if such failure is not cured, if curable, within 30 calendar days after such notice, the Consultant may terminate this Agreement by providing notice of such termination and the effective date thereof to the Company and the Company shall be obligated to fulfill all remaining obligations set forth in Section 3 of this Agreement through the Completion Date and, with respect to the consulting fee payable pursuant to Section 3(a), all remaining monthly payments through the Completion Date shall be paid to the Consultant, as a single lump sum, on the tenth business day following the Consultant’s termination of this Agreement; provided, however, that if the Consultant terminates this Agreement pursuant to this paragraph and the effective date of such termination (the “ Termination Effective Date ”) occurs before April 1, 2008 and at a time when any stock of the Company (or any entity that is considered a single service recipient along with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder) is publicly traded on an established securities market or otherwise, then any amounts to be paid to Consultant pursuant to clause (i) of Section 3(a) shall be paid on the tenth business day following the Termination Effective Date and the payment of any amounts to be paid pursuant to clause (ii) of Section 3(a) shall be delayed for six months following the Termination Effective Date and shall be paid to Consultant upon the first day following the date that such six month period expires, along with interest on the delayed amount through the date of payment at the prime interest rate reported in the Wall Street Journal on the Termination Effective Date. In order to be eligible for benefits pursuant to this Section 4(b), the effective date of the Consultant’s termination of this Agreement must be no later than two years following the initial existence of the failure giving rise to the Consultant’s right to terminate this Agreement pursuant to this Section 4(b).

     (c) Consultant’s Death Prior to the Completion Date . In the event that the Consultant dies prior to the Completion Date, the Company shall pay the Consultant’s estate any unpaid fees under Section 3(a) through the date of death on the dates such fees would otherwise be due and have no further obligations under this Agreement.

     (d) Change of Control . In the event of a Change of Control, all amounts payable and benefits to be provided under this Agreement, to the extent not previously paid or provided to the Consultant, shall become immediately due and payable and the Company or its successor shall pay, in a single lump sum payment on the tenth business day following the date upon which such Change in Control shall have occurred, an amount equal to the sum of all remaining unpaid consulting fees under this Agreement to the Consultant, plus an amount equal to the fair market value of the secretarial and office space benefits to be provided to the Consultant pursuant to Section 3(c) through the Completion Date. For purposes of this Agreement, a “ Change of Control ” shall mean: (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a “ Person ”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of either (A) more than 50% of the then outstanding Ordinary Shares of the Company (the “ Outstanding Shares ”) or (B) 30% or more of the combined voting power of the then

outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Voting Securities ”); provided, however , that the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by the Company, or (z) any acquisition by any corporation pursuant to a reorganization, merger, amalgamation or consolidation, if, following such reorganization, merger, amalgamation or consolidation, the conditions described in clauses (A), (B) and (C) of clause (iii) below are satisfied; or (ii) individuals who, as of the date of this Agreement, constitute the Company Board of Directors (the “ Incumbent Board ”) cease for any reason to constitute a majority of such Board of Directors; provided, however , that any individual becoming a director of the Company subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders (hereinafter, “ Members ”), was approved by a vote of a majority of the directors of the Company then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company Board; or (iii) consummation of a reorganization, merger, amalgamation or consolidation of the Company, with or without approval by the Members of the Company, in each case, unless, following such reorganization, merger, amalgamation or consolidation, (A) more than 50% of, respectively, the then outstanding shares of common stock (or equivalent security) of the company resulting from such reorganization, merger, amalgamation or consolidation and the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Shares and Outstanding Voting Securities immediately prior to such reorganization, merger, amalgamation or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, amalgamation or consolidation, of the Outstanding Shares and Outstanding Voting Securities, as the case may be, (B) no Person (excluding the Company, any employee benefit plan (or related trust) of the Company or such company resulting from such reorganization, merger, amalgamation or consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger, amalgamation or consolidation, directly or indirectly, 15% or more of the Outstanding Shares or Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 15% or more of, respectively, the then outstanding shares of common stock (or equivalent security) of the company resulting from such reorganization, merger, amalgamation or consolidation or the combined voting power of the then outstanding voting securities of such company entitled to vote generally in the election of directors, and (C) a majority of the members of the board of directors of the company resulting from such reorganization, merger, amalgamation or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger, amalgamation or consolidation; or (iv) consummation of a sale or

other dispositi