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THIS AMENDMENT is effective the
fourth day of November, 2008, except as otherwise specifically
conditioned and provided herein, by ENSCO International
Incorporated, having its principal office in Dallas, Texas
(hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS, the Company has adopted
the ENSCO International Incorporated 2005 Long-Term Incentive Plan
(the "Plan") effective January 1, 2005; and
WHEREAS, the Board of Directors
of the Company, upon recommendation of its Nominating, Governance
and Compensation Committee during its meeting held on November 3-4,
2008, has approved this Fifth Amendment to the Plan during a
regular meeting held on November 4, 2008; and
WHEREAS, the Company now desires
to adopt this Fifth Amendment to the Plan in order to (i) amend the
definition of "Covered Employee" in Section 2 of the Plan,
effective January 1, 2007, to conform to guidance issued by the
Internal Revenue Service in Notice 2007-49 following the amendments
adopted by the Securities and Exchange Commission to the executive
compensation disclosure rules under the Securities Exchange Act of
1934, as amended, contained in Item 402 of Regulation S-K, (ii)
revise the allocation specified in Section 5(a) of the Plan of the
aggregate number of Shares that are available for issuance pursuant
to Awards granted under the Plan (the "Plan Maximum") to provide,
effective November 4, 2008, subject to the approval on May 28, 2009
by a vote at the Company's 2009 Annual Meeting of Stockholders (the
"2009 Annual Meeting") of the owners of at least a majority of the
Shares of the Company, present in person or by proxy and entitled
to vote, for an increase in the aggregate number of Shares which
may be subject to Restricted Stock Awards and for a corresponding
decrease in the aggregate number of Shares which may be subject to
Options, and (iii) amend Section 5(a) of the Plan, effective
November 4, 2008, to clarify that in no event may any Shares that
have been subject to Options or Restricted Stock Awards be returned
to the number of Shares available under the Plan Maximum for
distribution in connection with the same type of future Awards by
reason of such Shares being withheld from the total number of
Shares to be issued upon the exercise of Options as payment of the
Exercise Price of such Options, or being withheld from the total
number of Shares to be issued upon the exercise of Options or the
vesting of any Restricted Stock Awards to meet the withholding
obligations related to such exercises and vesting;
NOW, THEREFORE, in consideration
of the premises and the covenants therein contained, the Company
hereby adopts the following Fifth Amendment to the Plan:
1) The
definition of "Covered Employee" in Section 2 is hereby amended,
effective January 1,
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