-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rd+mbx/bBVIb+949tPVzqOkuHijL3/Boysad0e2cWSHiAIHkDfDe4GpxZLJaCmY3 XhG/OV10J0zprV7KmP4tcw== 0000314808-09-000015.txt : 20090226 0000314808-09-000015.hdr.sgml : 20090226 20090226160209 ACCESSION NUMBER: 0000314808-09-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090226 DATE AS OF CHANGE: 20090226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENSCO INTERNATIONAL INC CENTRAL INDEX KEY: 0000314808 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 760232579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08097 FILM NUMBER: 09637820 BUSINESS ADDRESS: STREET 1: 500 NORTH AKARD STREET STREET 2: SUITE 4300 CITY: DALLAS STATE: TX ZIP: 75201-3331 BUSINESS PHONE: 2143973000 MAIL ADDRESS: STREET 1: 500 NORTH AKARD STREET STREET 2: SUITE 4300 CITY: DALLAS STATE: TX ZIP: 75201-3331 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY SERVICE COMPANY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BLOCKER ENERGY CORP DATE OF NAME CHANGE: 19871015 10-K 1 form10k2008.htm FORM 10-K 2008 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2008

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number 1-8097

ENSCO International Incorporated
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)

500 North Akard Street
Suite 4300
Dallas, Texas
(Address of principal executive offices)

76-0232579
(I.R.S. Employer
Identification No.)

75201-3331
(Zip Code)

Registrant's telephone number, including area code: (214) 397-3000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, par value $.10

Name of each exchange on which registered
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer ý Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No ý

The aggregate market value of the common stock (based upon the closing price on the New York Stock Exchange on June 30, 2008 of $80.74) of ENSCO International Incorporated held by nonaffiliates of the registrant at that date was approximately $8,670,340,000.

As of February 25, 2009, there were 141,818,642 shares of the registrant's common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Proxy Statement for the 2009 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.

PART I
	ITEM 1.	BUSINESS	3
	ITEM 1A.	RISK FACTORS	11
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	23
	ITEM 2.	PROPERTIES	24
	ITEM 3.	LEGAL PROCEEDINGS	26
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	28

PART II
	ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	29
	ITEM 6.	SELECTED FINANCIAL DATA	31
	ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	51
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	52
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	92
	ITEM 9A.	CONTROLS AND PROCEDURES	92
	ITEM 9B.	OTHER INFORMATION	92

PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	93
	ITEM 11.	EXECUTIVE COMPENSATION	94
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	94
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	95
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	95

PART IV
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	96
	SIGNATURES		104

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that are subject to a number of risks and uncertainties and are based on information as of the date of this report. We assume no obligation to update these statements based on information after the date of this report.

Forward-looking statements include words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "could," "may," "might," "should," "will" and words and phrases of similar import. The forward-looking statements include, but are not limited to, statements regarding future operations, industry trends or conditions and the business environment; statements regarding future levels of, or trends in, utilization, day rates, revenues, operating expenses, contract term, contract backlog, capital expenditures, insurance, financing and funding; statements regarding future construction (including construction in progress and completion thereof), enhancement, upgrade or repair of rigs and timing thereof; statements regarding future mobilization, relocation or other movement of rigs and timing thereof; statements regarding future availability or suitability of rigs and timing thereof; and statements regarding the likely outcome of litigation, legal proceedings, investigations or claims and timing thereof.

Forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including:

	•	industry conditions and competition, including changes in rig supply and demand or new technology,
	•	risks associated with the current global economic crisis and its impact on capital markets and liquidity,
	•	prices of oil and natural gas in general, and the recent precipitous decline in prices in particular, and the impact of commodity prices upon future levels of drilling activity and expenditures,
	•	changes in the timing of revenue recognition resulting from the deferral of revenues payable by our customers (which are recognized over the contract term upon commencement of drilling operations) for mobilization of our drilling rigs, time waiting on weather or time in shipyards,
	•	excess rig availability or supply resulting from delivery of new drilling rigs,
	•	heavy concentration of our rig fleet in premium jackups,
	•	cyclical nature of the industry,
	•	worldwide expenditures for oil and natural gas drilling,
	•	operational risks, including hazards created by severe storms and hurricanes,
	•	risks associated with offshore rig operations or rig relocations in general, and in foreign jurisdictions in particular,
	•	renegotiation, nullification or breach of contracts or letters of intent with customers or other parties, including failure to negotiate definitive contracts following announcements or receipt of letters of intent,
	•	inability to collect receivables,
	•	changes in the dates new contracts actually commence,
	•	changes in the dates our rigs will enter a shipyard, be delivered, return to or enter service,
	•	risks inherent to domestic and foreign shipyard rig construction, repair or enhancement, including risks associated with concentration of our ENSCO 8500 Series® rig construction contracts in a single foreign shipyard, unexpected delays in equipment delivery and engineering or design issues following shipyard delivery,
	•	availability of transport vessels to relocate rigs,
	•	environmental or other liabilities, risks or losses, whether related to hurricane equipment damage, losses or liabilities (including wreckage or debris removal) in the Gulf of Mexico or otherwise, that may arise in the future and are not covered by insurance or indemnity in whole or in part,
	•	limited availability of insurance coverage at commercially feasible rates for certain perils such as hurricanes in the Gulf of Mexico or associated removal of wreckage or debris,
	•	self-imposed or regulatory limitations on drilling locations in the Gulf of Mexico during hurricane season,
	•	impact of current and future government laws and regulation affecting the oil and gas industry in general and our operations in particular, including taxation as well as repeal or modification of same,
	•	governmental action, political and economic uncertainties,
	•	our ability to attract and retain skilled personnel,
	•	expropriation, nationalization, deprivation, terrorism or military action impacting our operations, assets or financial performance,
	•	outcome of litigation, legal proceedings, investigations or claims,
	•	adverse changes in foreign currency exchange rates,
	•	potential long-lived asset or goodwill impairments, and
	•	potential reduction in fair value of our auction rate securities.

In addition to the numerous factors described above, you should carefully read and consider "Item 1A. Risk Factors" in Part I and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of this Form 10-K.

PART I

Item 1. Business

General

ENSCO International Incorporated is an international offshore contract drilling company. As of February 17, 2009, our offshore rig fleet included 43 jackup rigs, two ultra-deepwater semisubmersible rigs and one barge rig. Additionally, we have six ultra-deepwater semisubmersible rigs under construction.

We are one of the leading providers of offshore contract drilling services to the international oil and gas industry. Our operations are concentrated in the geographic regions of Asia Pacific (which includes Asia, the Middle East, Australia and New Zealand), Europe/Africa and North and South America. In this report, the terms "Ensco," "Company," "we," "us" and "our" mean ENSCO International Incorporated and all subsidiaries included in our consolidated financial statements.

We provide drilling services on a "day rate" contract basis. Under day rate contracts, we provide the drilling rig and rig crews and receive a fixed amount per day for drilling the well. Our customers bear substantially all of the ancillary costs of constructing the well and supporting drilling operations, as well as the economic risk relative to the success of the well. In addition, our customers may pay all or a portion of the cost of moving our equipment and personnel to and from the well site. We do not provide "turnkey" or other risk-based drilling services.

We have assembled one of the largest and most capable offshore drilling rig fleets in the world. We have grown our fleet through corporate acquisitions, rig acquisitions and new rig construction. A total of 31 jackup rigs in our current fleet were obtained through the acquisitions of Penrod Holding Corporation in 1993, Dual Drilling Company in 1996 and Chiles Offshore Inc. in 2002. In 2000, we completed construction of ENSCO 101, a harsh environment jackup rig, and ENSCO 7500, a dynamically positioned ultra-deepwater semisubmersible rig capable of drilling in water depths of up to 8,000 feet.

During 2004 and 2005, we acquired full ownership of ENSCO 102, a harsh environment jackup rig, and ENSCO 106, an ultra-high specification jackup rig. Both rigs were initially constructed through joint ventures with Keppel FELS Limited ("KFELS"), a major international shipyard. In January 2006 and March 2007, we completed construction of ENSCO 107 and ENSCO 108, both of which are ultra-high specification jackup rigs.

We have contracted KFELS to construct seven ultra-deepwater semisubmersible rigs (the "ENSCO 8500 Series®"), the first of which was delivered in September 2008 and is projected to commence operations in the Gulf of Mexico under a four-year contract in April 2009. During 2006, we entered into agreements to construct ENSCO 8501 and ENSCO 8502, with deliveries expected in the second quarter of 2009 and first quarter of 2010, respectively. During 2007, we entered into an agreement to construct the ENSCO 8503 with delivery expected in the fourth quarter of 2010. During 2008, we entered into agreements to construct ENSCO 8504, ENSCO 8505 and ENSCO 8506, with deliveries expected in the second half of 2011 and the first and second half of 2012, respectively. The ENSCO 8500 Series® ultra-deepwater semisubmersible rigs are based on our proprietary design and are enhanced versions of the ENSCO 7500 capable of drilling in up to 8,500 feet of water. The ENSCO 8501, ENSCO 8502 and ENSCO 8503 have secured long-term drilling contracts of three and one half years, two years and two years, respectively.

Our business strategy has been to focus on jackup rig and ultra-deepwater semisubmersible rig operations and de-emphasize other operations and assets considered to be non-core or that do not meet our standards for financial performance. Accordingly, we sold our marine transportation service vessel fleet, two platform rigs and two barge rigs in 2003. We sold one jackup rig and two platform rigs to KFELS in 2004 in connection with the execution of the ENSCO 107 construction agreement. We also disposed of five barge rigs and one platform rig in 2005 and our one remaining platform rig in 2006.

We were formed as a Texas corporation in 1975 and were reincorporated in Delaware in 1987. Our principal office is located at 500 North Akard Street, Suite 4300, Dallas, Texas, 75201-3331, and our telephone number is (214) 397-3000. Our website is www.enscointernational.com.

Contract Drilling Operations

We are in the process of developing a fleet of ultra-deepwater semisubmersible rigs. ENSCO 8500 was delivered by KFELS and arrived in the Gulf of Mexico in mid-December 2008. In connection with the arrival of our first ENSCO 8500 Series® rig, we reorganized the management of our operations, establishing a separate business unit to manage our fleet of ultra-deepwater semisubmersible rigs.

As part of this reorganization, we evaluated our remaining assets and operations, consisting of 43 jackup rigs and one barge rig organized into three business units based on major geographic region, and now consider these three business units as operating segments. Accordingly, our business now consists of four operating segments: (1) Deepwater, (2) Asia Pacific, (3) Europe/Africa and (4) North and South America. Each of our four operating segments provides one service, contract drilling. We have included segment information for prior periods to conform to our current year presentation.

We engage in the drilling of offshore oil and natural gas wells in domestic and international markets by providing our drilling rigs and crews under contracts with major international, government-owned and independent oil and gas companies. We currently own and operate 43 jackup rigs, two ultra-deepwater semisubmersible rigs and one barge rig. Of the 43 jackup rigs, 19 are located in the Asia Pacific geographic region, 10 are located in the Europe/Africa geographic region and 14 are located in the North and South America geographic region. ENSCO 7500 is currently mobilizing from the Gulf of Mexico to Australia where it is expected to resume operations in April 2009. ENSCO 8500 is currently located in the Gulf of Mexico where it is undergoing deepwater sea trials and is expected to commence operations under a four-year contract in April 2009. Our barge rig is currently stacked in Singapore. In addition, we have six ultra-deepwater semisubmersible rigs under construction by KFELS at a shipyard in Singapore.

Our drilling rigs are used to drill and complete oil and natural gas wells. Demand for our drilling services is based upon many factors which are beyond our control, including:

	•	market price of oil and natural gas and the stability thereof,
	•	production levels and related activities of the Organization of Petroleum Exporting Countries ("OPEC") and other oil and natural gas producers,
	•	global oil supply and demand,
	•	regional natural gas supply and demand,
	•	worldwide expenditures for offshore oil and natural gas drilling,
	•	long-term effect of worldwide energy conservation measures,
	•	the development and use of alternatives to hydrocarbon-based energy sources, and
	•	worldwide economic activity.

Our drilling contracts are the result of negotiations with our customers, and most contracts are awarded upon competitive bidding. Our drilling contracts generally contain the following commercial terms:

	•	contract duration extending over a specific period of time or a period necessary to drill one or more wells,
	•	term extension options in favor of our customer, generally upon advance notice to us, at mutually agreed, indexed or fixed rates,
	•	provisions permitting early termination of the contract (i) if the rig is lost or destroyed or (ii) by the customer if operations are suspended for a specified period of time due to breakdown of major rig equipment, unsatisfactory performance, "force majeure" events beyond our control and the control of the customer or other specified conditions,
	•	some of our drilling contracts permit early termination of the contract by the customer without cause, generally exercisable upon advance notice and in some cases without making an early termination payment to us,
	•	payment of compensation to us (generally in U.S. dollars although some contracts require a portion of the compensation to be paid in local currency) on a "day work" basis such that we receive a fixed amount for each day ("day rate") that the drilling unit is operating under contract (lower rates or no compensation generally apply during periods of equipment breakdown and repair or in the event operations are suspended or interrupted by other specified conditions, some of which may be beyond our control),
	•	payment by us of the operating expenses of the drilling unit, including crew labor and incidental rig supply costs, and
	•	provisions allowing us to recover certain labor and other operating cost increases from our customers through day rate adjustment or otherwise.

Financial information regarding our operating segments and geographic regions is presented in Note 13 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data." Additional financial information regarding our operating segments is presented in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

Backlog Information

Our contract drilling backlog reflects firm commitments, typically represented by signed drilling contracts, and was calculated by multiplying the contracted operating day rate by the firm contract period. The contracted operating day rate excludes certain types of non-recurring revenues for rig mobilization, demobilization, contract preparation and customer reimbursables.

Our contract backlog of business as of February 1, 2009 and 2008 was $4,035.0 million and $3,858.3 million, respectively. Our Deepwater backlog increased by $457.3 million primarily due to the ENSCO 8503 contract secured in May 2008. Our Asia Pacific and Europe/Africa backlog decreased by an aggregate $599.2 million primarily due to decreased contract durations and day rates for our international rigs. Our North and South America backlog increased by $318.6 million primarily due to long-term drilling contracts secured in Mexico. The table below provides a detail of our annual backlog by operating segment as of February 1, 2009 (in millions):

									2013 and
	2009		2010		2011		2012		Beyond		Total

Deepwater	$ 293	.3	$458	.2	$583	.8	$498	.5	$61	.9	$1,895	.7
Asia Pacific	581	.3	143	.1		--		--		--	724	.4
Europe/Africa	516	.9	175	.5	139	.3	26	.4		--	858	.1
North and South America	342	.8	109	.8	87	.6	16	.6		--	556	.8

Total	$1,734	.3	$886	.6	$810	.7	$541	.5	$61	.9	$4,035	.0

Our Deepwater backlog includes $1,176.9 million associated with three of our ultra-deepwater semisubmersible rigs under construction. Additional information on rig construction risks is presented in "Item 1A. Risk Factors." Our North and South America backlog excludes $110.9 million associated with our drilling contract with Petrosucre, a subsidiary of the national oil company of Venezuela. Additional information on our Venezuelan operations is presented in "Item 1.A Risk Factors" and Note 16 to our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data."

Our drilling contracts generally contain provisions permitting early termination of the contract (i) if the rig is lost or destroyed or (ii) by the customer if operations are suspended for a specified period of time due to breakdown of major rig equipment, unsatisfactory performance, "force majeure" events beyond our control and the control of the customer or other specified conditions. In addition, some of our drilling contracts permit early termination of the contract by the customer without cause, generally exercisable upon advance notice to us and in some cases without making an early termination payment to us. Therefore, revenue amounts recorded in future periods could differ materially from the backlog amounts presented in the table above.

Major Customers

We provide our services to major international, government-owned and independent oil and gas companies. In 2008, no customer represented more than 10% of our revenues and our five largest customers accounted for approximately 40% of our consolidated revenues in the aggregate.

Competition

The offshore contract drilling industry is highly competitive with numerous industry participants. Drilling contracts are, for the most part, awarded on a competitive bid basis. Price competition is often the primary factor in determining which contractor is awarded a contract, although quality of service, operational and safety performance, equipment suitability and availability, location of equipment, reputation and technical expertise are also factors. We have numerous competitors in the offshore contract drilling industry, several of which are larger and have greater resources than us.

Governmental Regulation

Our operations are affected by political developments and by local, state, federal and international laws and regulations that relate directly to the oil and gas industry. Accordingly, we will be directly affected by the approval and adoption of laws and regulations curtailing exploration and development drilling for oil and natural gas for economic, environmental, safety or other policy reasons. It is also possible that these laws and regulations could adversely affect our operations in the future by significantly increasing our operating costs.

Environmental Matters

Our operations are subject to local, state, federal and international laws and regulations controlling the discharge of materials into the environment, as well as pollution, contamination, and hazardous waste disposal, or otherwise relating to the protection of the environment. Laws and regulations specifically applicable to our business activities could impose significant liability on us for damages, clean-up costs, fines and penalties in the event of oil spills or similar discharges of pollutants or contaminants into the environment or improper disposal of hazardous waste generated in the course of our operations. To date, such laws and regulations have not had a material adverse effect on our financial position, operating results or cash flows, and we have not experienced an accident that has exposed us to material liability for discharges of pollutants into the environment. However, events in recent years have heightened environmental concerns about the oil and gas industry.

The United States Oil Pollution Act of 1990 ("OPA 90"), as amended, and other federal statutes applicable to us and our operations, as well as similar state statutes in Texas, Louisiana and other coastal states, address oil spill prevention and control and significantly expand liability, fine and penalty exposure across many segments of the oil and gas industry. Such statutes and related regulations, both federal and state, impose a variety of obligations on us related to the prevention of oil spills and liability for resulting damages. For instance, OPA 90 imposes strict and, with limited exceptions, joint and several liability upon each responsible party for oil removal costs and a variety of fines, penalties and damages. A failure to comply with these statutes, including OPA 90, may subject us to civil or criminal enforcement action, which may not be covered by contractual indemnification or insurance and could have a material adverse effect on our financial position, operating results and cash flows.

From time to time, legislative proposals have been introduced that would materially limit or prohibit offshore drilling in certain areas. To date, no proposals have been enacted into law which would materially limit or prohibit offshore drilling in our principal areas of operation. However, we are adversely affected by moratoria on drilling in certain areas of the Gulf of Mexico and elsewhere. If new laws are enacted or other government action is taken that restrict or prohibit offshore drilling in our principal areas of operation or impose environmental protection requirements that materially increase the cost of offshore drilling, exploration, development or production of oil and natural gas, we could be materially adversely affected.

International Operations

A significant portion of our contract drilling operations is conducted in countries outside the United States. Revenues from international operations were 80%, 77% and 62% of our total revenues during 2008, 2007 and 2006, respectively. Our international operations and our international shipyard rig construction and enhancement projects are subject to political, economic and other uncertainties, including:

	•	terrorist acts, war and civil disturbances,
	•	expropriation, nationalization, deprivation or confiscation of our equipment,
	•	expropriation or nationalization of a customer's property or drilling rights,
	•	repudiation or nationalization of contracts,
	•	assaults on property or personnel,
	•	increased risk of government and/or vendor corruption,
	•	exchange restrictions,
	•	currency fluctuations,
	•	changes in the manner or rate of taxation,
	•	limitations on the ability to repatriate income or capital to the United States,
	•	limitations on our ability to collect amounts due,
	•	piracy, kidnapping and extortion demands,
	•	changes in political conditions, and
	•	changes in monetary policies.

We historically have maintained insurance coverage and obtained contractual indemnities that protect us from some, but not all, of the risks associated with our non-U.S. operations such as nationalization, deprivation, confiscation, political and war risks. However, there can be no assurance that any particular type of contractual or insurance protection will be available in the future or that we will be able to purchase our desired level of insurance coverage at commercially feasible rates. In circumstances where we have insurance protection for some or all of the risks associated with non-U.S. operations, such insurance may be subject to cancellation on short notice, and it is unlikely that we will be able to remove our rig or rigs from the affected area within the notice period. Accordingly, a significant event for which we are uninsured or underinsured, or for which we have not received an enforceable contractual indemnity from a customer, could cause a material adverse effect on our financial position, operating results and cash flows.

We are subject to various tax laws and regulations in substantially all of the non-U.S. countries in which we operate or have a legal presence. We evaluate applicable tax laws and employ various business structures and operating strategies in non-U.S. countries to obtain the optimal level of taxation on our revenues, income, assets and personnel. Actions by international tax authorities that impact our business structures and operating strategies, such as changes to tax treaties, laws and regulations, or the interpretation or repeal of same, adverse rulings in connection with audits or otherwise or other challenges, may substantially increase our tax expense.

Our international operations also face the risk of fluctuating currency values, which can impact our revenues, operating costs and capital expenditures. In addition, some of the countries in which we operate have occasionally enacted exchange controls. Historically, these risks have been limited by invoicing and receiving payment in U.S. dollars or freely convertible international currency and, to the extent possible, by limiting acceptance of foreign currency to amounts which approximate our expenditure requirements in such currencies. However, there is no assurance that our contracts will contain such terms in the future.

We currently conduct contract drilling operations in certain countries that have experienced substantial fluctuations in the value of their currency compared to the U.S. dollar. Our drilling contracts generally stipulate payment wholly or substantially in U.S. dollars, which reduces the impact currency fluctuations have on our earnings and cash flows. However, there is no assurance that our contracts will contain such payment terms in the future.

A substantial amount of the costs and expenditures incurred by our international operations, including a portion of the construction payments for the ENSCO 8500 Series® rigs, are settled in the local currencies of the countries in which we operate, exposing us to risks associated with fluctuation in the value of these currencies relative to the U.S. dollar. We use foreign currency forward contracts to reduce this exposure. However, the relative weakening in the value of the U.S. dollar in relation to the local currencies in these countries may increase our costs and expenditures.

Our international operations are also subject to various laws and regulations in countries in which we operate, including laws and regulations relating to the operation of drilling rigs and the requirement for equipment thereon. Governments in some non-U.S. countries have become increasingly active in regulating and controlling the ownership of oil, natural gas and mineral concessions and companies holding concessions, the exploration of oil and natural gas and other aspects of the oil and gas industry in their countries. In addition, government action, including initiatives by OPEC, may continue to cause oil and/or natural gas price volatility. In some areas of the world, government activity has adversely affected the amount of exploration and development work performed by major international oil companies and may continue to do so. There can be no assurance that such laws and regulations or activities will not have a material adverse effect on our future operations.

Executive Officers

The table below sets forth certain information regarding our principal officers including our executive officers:

Name	Age	Position

Daniel W. Rabun	54	Chairman, President and Chief Executive Officer

William S. Chadwick, Jr.	61	Executive Vice President - Chief Operating Officer

James W. Swent III	58	Senior Vice President - Chief Financial Officer

John Mark Burns	52	President - ENSCO Offshore International Company

Patrick Carey Lowe	50	Senior Vice President

Phillip J. Saile	56	Senior Vice President - Operations

David A. Armour	51	Vice President - Finance

Richard A. LeBlanc	58	Vice President - Investor Relations

H. E. Malone, Jr.	65	Vice President - Finance (International)

Cary A. Moomjian, Jr.	61	Vice President, General Counsel and Secretary

Douglas J. Manko	34	Controller

Set forth below is certain additional information on our executive officers, including the business experience of each executive officer for at least the last five years:

Daniel W. Rabun joined Ensco in March 2006 as President and as a member of the Board of Directors. Mr. Rabun was appointed to serve as the Company's Chief Executive Officer effective January 1, 2007 and elected Chairman of the Board of Directors in May 2007. Prior to joining the Company, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law since 1986, except for one year when he served as Vice President, General Counsel and Secretary of a company in Dallas, Texas. Mr. Rabun provided legal advice and counsel to us for over fifteen years before joining the Company and served as one of our directors during 2001. He has been a Certified Public Accountant since 1976 and a member of the Texas Bar since 1983. He holds a Bachelor of Business Administration Degree in Accounting from the University of Houston and a Juris Doctorate Degree from Southern Methodist University.

William S. Chadwick, Jr. joined Ensco in June 1987 and was elected to his present position of Executive Vice President - Chief Operating Officer effective January 1, 2006. Prior to his current position, Mr. Chadwick served as Senior Vice President - Operations, Senior Vice President, Member - Office of the President and Chief Operating Officer and Vice President - Administration and Secretary. Mr. Chadwick holds a Bachelor of Science Degree in Economics from the Wharton School of the University of Pennsylvania.

James W. Swent III joined Ensco in July 2003 and thereupon was elected to his present position of Senior Vice President - Chief Financial Officer. Mr. Swent previously held various financial executive positions in the information technology, telecommunications and manufacturing industries, including positions with Memorex Corporation and Nortel Networks. He served as Chief Financial Officer and Chief Executive Officer of Cyrix Corporation from 1996 to 1997 and Chief Financial Officer and Chief Executive Officer of American Pad and Paper Company from 1998 to 2000. Prior to joining the Company, Mr. Swent served as Co-Founder and Managing Director of Amrita Holdings, LLC. Mr. Swent holds a Bachelor of Science Degree in Finance and a Masters Degree in Business Administration from the University of California at Berkeley.

John Mark Burns joined Ensco in June 2008 and was elected to serve as President of ENSCO Offshore International Company, a subsidiary of the Company. Prior to joining Ensco, Mr. Burns served in various international capacities with Noble Corporation and most recently served as Vice President & Division Manager responsible for offshore units located in the U.S. Gulf of Mexico. Mr. Burns holds a Bachelor of Arts Degree in Business and Political Science from Sam Houston State University.

Patrick Carey Lowe joined Ensco in August 2008 as Senior Vice President. His responsibilities include safety, health and environmental matters, capital projects, engineering and strategic planning. Prior to joining the Company, Mr. Lowe was Vice President - Latin America for Occidental Oil & Gas. He also served as President & General Manager, Occidental Petroleum of Qatar Ltd. from 2001 to 2007. Mr. Lowe held various drilling-related management positions with Sedco Forex and Schlumberger Oilfield Services from 1980 to 2000, including Business Manager - Drilling, North and South America and General Manager - Oilfield Services, Saudi Arabia, Bahrain and Kuwait. Following Schlumberger, he was associated with a business-to-business e-procurement company until he joined Occidental in 2001. Mr. Lowe holds a Bachelor of Science Degree in Civil Engineering from Tulane University.

Phillip J. Saile joined Ensco in August 1987 and was elected Senior Vice President - Operations in January 2008. In this position he serves as the Senior Executive having oversight responsibility for the North and South America and Deepwater business units. Prior to assuming his current position, Mr. Saile served as Senior Vice President - Business Development and SHE, President and Chief Operating Officer of ENSCO Offshore International Company, Senior Vice President, Member - Office of the President and Chief Operating Officer and Vice President - Operations. Mr. Saile holds a Bachelor of Business Administration Degree from the University of Mississippi.

David A. Armour joined Ensco in October 1990 and was elected Vice President - Finance in September 2008. Prior to his current position, Mr. Armour served the Company as Assistant Controller and Controller. From 1981 to 1990, Mr. Armour served in various capacities as an employee of the public accounting firm Deloitte & Touche LLP and its predecessor firm Touche Ross & Co. Mr. Armour holds a Bachelor of Business Administration Degree from The University of Texas at Austin.

Richard A. LeBlanc joined Ensco in July 1989 as Manager of Finance. He assumed responsibilities for the investor relations function in March 1993. Prior to his current position, he was elected Treasurer in May 1995 and Vice President - Corporate Finance, Investor Relations and Treasurer in May 2002. Mr. LeBlanc holds a Bachelor of Science Degree in Finance and a Masters of Business Administration Degree from Louisiana State University.

H. E. Malone, Jr. joined Ensco in August 1987 and was elected Vice President - Finance (International) effective September 2008. Prior to his current position, Mr. Malone served as Vice President - Finance, Vice President - Accounting, Tax and Information Systems and Vice President - Controller. Mr. Malone holds Bachelor of Business Administration Degrees from The University of Texas at Austin and Southern Methodist University and a Masters of Business Administration Degree from the University of North Texas.

Cary A. Moomjian, Jr. joined Ensco in January 2002 and thereupon was elected Vice President, General Counsel and Secretary. Mr. Moomjian has over thirty years of experience in the oil and gas industry. From 1976 to 2001, Mr. Moomjian served in various management and executive capacities as an employee of Santa Fe International Corporation, including Vice President, General Counsel and Secretary from 1993 to 2001. Mr. Moomjian was admitted to the California Bar in 1972 and to the Texas Bar in 1994. He holds a Bachelor of Arts Degree from Occidental College and a Juris Doctorate Degree from Duke University School of Law.

Douglas J. Manko joined Ensco in May 2004 as Manager - Accounting Public Reporting and was elected Controller in September 2008. From 1996 to 2004, Mr. Manko served in various capacities as an employee of the public accounting firm Ernst & Young LLP. Mr. Manko holds a Bachelor of Arts Degree in Business Administration from Baldwin Wallace College.

Officers generally serve for a one-year term or until their successors are elected and qualified to serve. Mr. Malone is a brother-in-law of Carl F. Thorne who served as Chairman of the Board of Directors for all periods prior to May 22, 2007 and as Chief Executive Officer for all periods prior to December 31, 2006.

Employees

We employed 3,947 personnel worldwide as of February 1, 2009, of which 2,796 were full-time employees. The majority of our personnel work on rig crews and are compensated on an hourly basis.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports that we file or furnish to the Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended, are available on our website at www.enscointernational.com. These reports are also available in print without charge by contacting our Investor Relations Department at 214-397-3045 as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.

Item 1A. Risk Factors

There are numerous factors that affect our business and operating results, many of which are beyond our control. The following is a description of significant factors that might cause our future operating results to differ materially from those currently expected. The risks described below are not the only risks facing our Company. Additional risks and uncertainties not specified herein, not currently known to us or currently deemed to be immaterial also may materially adversely affect our business, financial condition, operating results and/or cash flows.

THE SUCCESS OF OUR BUSINESS LARGELY DEPENDS ON THE LEVEL OF ACTIVITY IN THE OIL AND GAS INDUSTRY WHICH CAN BE SIGNIFICANTLY AFFECTED BY VOLATILE OIL AND NATURAL GAS PRICES.

The success of our business largely depends on the level of activity in offshore oil and natural gas exploration, development and production in markets worldwide. Oil and natural gas prices, and market expectations of potential changes in these prices, may significantly affect the level of drilling activity. An actual decline, or the perceived risk of a decline, in oil and/or natural gas prices could cause oil and gas companies to reduce their overall level of activity or spending, in which case demand for our services may decrease and revenues may be adversely affected through lower rig utilization and/or lower day rates.

Worldwide military, political, environmental and economic events also contribute to oil and natural gas price volatility. Numerous other factors may affect oil and natural gas prices and the level of demand for our services, including:

	•	demand for oil and natural gas,
	•	the ability of OPEC to set and maintain production levels and pricing,
	•	the level of production by non-OPEC countries,
	•	domestic and international tax policy,
	•	laws and government regulations that restrict exploration and development of oil and natural gas in various jurisdictions,
	•	advances in exploration and development technology,
	•	disruption to exploration and development activities due to hurricanes and other severe weather conditions,
	•	the worldwide military or political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in oil or natural gas producing areas of the Middle East or geographic areas in which we operate, or acts of terrorism, and
	•	global economic conditions.

THE OFFSHORE CONTRACT DRILLING INDUSTRY HISTORICALLY HAS BEEN CYCLICAL, WITH PERIODS OF LOW DEMAND AND EXCESS RIG AVAILABILITY THAT COULD RESULT IN ADVERSE EFFECTS ON OUR BUSINESS.

Financial operating results in the offshore contract drilling industry historically have been very cyclical and primarily are related to the demand for drilling rigs and the available supply of rigs.

Demand for rigs is directly related to the regional and worldwide levels of offshore exploration and development spending by oil and gas companies, which is beyond our control. Offshore exploration and development spending may fluctuate substantially from year to year and from region to region.

The supply of offshore drilling rigs is limited and new rigs require substantial capital investment and a long period of time to construct. There are 120 new jackup and semisubmersible rigs reported to be on order for delivery by the end of 2012. Approximately 60 of these rigs are scheduled for delivery in 2009, representing an approximate 10% increase in the total worldwide fleet of jackups and semisubmersible rigs. There are no assurances that the market in general, or a geographic region in particular, will be able to fully absorb the supply of new rigs in future periods.

The increase in supply of offshore drilling rigs in 2009 and future periods could result in an oversupply of offshore drilling rigs and could cause a decline in utilization and/or day rates, a situation which will be exacerbated by a decline in demand for drilling rigs. Lower utilization and/or day rates in one or more of the regions in which we operate could adversely affect our revenues, utilization and profitability.

Certain events, such as the limited availability of insurance for certain perils in some geographic areas, rig loss or damage due to hurricanes, blowouts, craterings, punchthroughs and other operational events, may impact the supply of rigs in a particular market and cause rapid fluctuations in rig demand, utilization and day rates.

Future periods of decreased demand and/or excess rig supply may require us to idle rigs or enter into lower day rate contracts or contracts with less favorable terms. There can be no assurance that the current demand for drilling rigs will not decline in future periods. A decrease in demand for drilling rigs or an increase in rig supply could adversely affect our financial condition, operating results and cash flows.

DUE TO THE DETERIORATION OF THE GLOBAL ECONOMY, RECENT DECLINE IN OIL AND NATURAL GAS PRICES AND SUBSTANTIAL UNCERTAINTY IN THE CAPITAL MARKETS, OUR CUSTOMERS MAY REDUCE SPENDING ON EXPLORATION AND DEVELOPMENT DRILLING AND CUSTOMERS AND/OR VENDORS AND SUPPLIERS MAY NOT BE ABLE TO FULFILL THEIR COMMITMENTS AND/OR FUND FUTURE OPERATIONS AND OBLIGATIONS, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

The success of our business largely depends on the level of activity in offshore oil and natural gas exploration and development drilling worldwide.

Oil and natural gas prices, and market expectations of potential changes in these prices, significantly impact the level of worldwide drilling activity. Oil and natural gas prices have declined significantly during recent months in a deteriorating global economic environment. A sustained decline in oil and natural gas prices could cause oil and gas companies to reduce their overall level of drilling activity and spending. Disruption in the capital markets could also cause oil and gas companies to reduce their overall level of drilling activity and spending.

Historically, when drilling activity and spending decline, utilization and day rates also decline and drilling may be reduced or discontinued, resulting in an oversupply of drilling rigs. The oversupply of drilling rigs could be exacerbated by the projected entry of newbuild rigs into the market. When idled or stacked, drilling rigs do not earn revenue, but require cash expenditures for crews, fuel, insurance, berthing and associated items.

A sustained decline in oil and natural gas prices, together with the global economic crisis, could adversely affect our financial condition, operating results and cash flows.

WE MAY SUFFER LOSSES IF OUR CUSTOMERS TERMINATE OR SEEK TO RENEGOTIATE OUR CONTRACTS, IF OPERATIONS ARE SUSPENDED OR INTERRUPTED OR IF A RIG BECOMES A TOTAL LOSS.

Our drilling contracts often are subject to termination without cause upon specific notice by the customer. Although contracts may require the customer to pay an early termination payment, such payment may not fully compensate for the loss of the contract and some of our contracts permit termination by the customer without an early termination payment. In periods of rapid market downturn, our customers may not honor the terms of existing contracts (including contracts for new rigs under construction), may terminate contracts or may seek to renegotiate contract day rates and terms to conform with depressed market conditions.

Drilling contracts customarily specify automatic termination or termination at the option of the customer in the event of a total loss of the drilling rig and often include provisions addressing termination rights or reduction or cessation of day rates if operations are suspended or interrupted for extended periods due to breakdown of major rig equipment, unsatisfactory performance, force majeure or other specified conditions, some of which may be beyond our control. Our financial condition, operating results and cash flows may be adversely affected by early termination of contracts, contract renegotiations or cessation of day rates while operations are suspended.

WE MAY INCUR ASSET IMPAIRMENTS AS A RESULT OF THE DETERIORATING GLOBAL ECONOMY AND THE POTENTIAL RESULTING DECLINE IN DEMAND FOR OFFSHORE DRILLING RIGS.

We evaluate the carrying value of our property and equipment, primarily our drilling rigs, when events or changes in circumstances indicate that the carrying value of such rigs may not be recoverable. The offshore drilling industry historically has been highly cyclical and it is not unusual for rigs to be unutilized or underutilized for significant periods of time and subsequently resume full or near full utilization when business cycles change. Likewise, during periods of supply and demand imbalance, rigs are frequently contracted at, near or below cash break-even rates for extended periods of time, until day rates increase when demand comes back into balance with supply. However, if the global economic environment continues to deteriorate and the offshore drilling industry were to incur a significant prolonged downturn, impairment charges may occur with respect to specific individual rigs, groups of rigs, such as a specific type of drilling rig, or rigs in a certain geographic region.

We test goodwill for impairment on an annual basis, or when events or changes in circumstances indicate that a potential impairment exists. The goodwill impairment test requires us to identify reporting units and estimate the fair value of those units as of the testing date. In most instances, our calculation of the fair value of our reporting units is based on estimates of future cash flows to be generated by our drilling rigs, which reflect management's judgments and assumptions regarding future industry conditions and operations, including expected utilization, day rates, expense levels and capital requirements for each of our drilling rigs. If the global economic environment continues to deteriorate and the offshore drilling industry were to incur a significant prolonged downturn, our expectations of future cash flows may decline and ultimately result in goodwill impairment.

OUR BUSINESS MAY BE MATERIALLY ADVERSELY AFFECTED IF CERTAIN CUSTOMERS CEASE TO DO BUSINESS WITH US.

We provide our services to major international, government-owned and independent oil and gas companies. Although no customer represented more than 10% of revenues in 2008, our five largest customers accounted for approximately 40% of consolidated revenues in the aggregate. Our financial condition, operating results and cash flows may be materially adversely affected if any major customer terminates its contracts with us, fails to renew its existing contracts with us, requires renegotiation of our contracts or declines to award new contracts to us.

FAILURE TO RECRUIT AND RETAIN SKILLED PERSONNEL COULD IMPEDE OUR OPERATIONS AND FINANCIAL RESULTS.

We require skilled personnel to operate our drilling rigs and to provide technical services and support for our business. Competition for skilled and other labor has intensified as additional rigs are added to the worldwide fleet. There are 120 new jackup and semisubmersible rigs reported to be on order for delivery by the end of 2012, approximately 60 of which are scheduled for delivery in 2009. These rigs will require new skilled and other personnel to operate. In periods of high utilization, it is more difficult and costly to recruit and retain qualified employees. Competition for such personnel could increase our future operating expenses, with a resulting reduction in net income, or impact our ability to fully staff and operate our rigs.

During the recent robust market, we experienced a tightening in our labor markets largely due to the loss of experienced personnel to our customers, competitors and other businesses involved in oil and natural gas exploration activities. In response to these market conditions, we increased compensation paid to employees and incurred other costs to retain our workforce, including bonus and retention programs for certain personnel. Notwithstanding the global economic downturn, we may be required to maintain or increase existing levels of compensation to retain our skilled workforce. Further, due to prior downturns in the oil and gas industry, much of the skilled workforce is nearing retirement age, which may further exacerbate the shortage of skilled personnel. We also are subject to potential further unionization of our labor force or legislative or regulatory action that may impact working conditions, paid time off or other conditions of employment. If such labor trends continue, they could further increase our costs or limit our ability to fully staff and operate our rigs.

OUR DRILLING CONTRACTS WITH NATIONAL OIL COMPANIES EXPOSE US TO GREATER RISKS THAN WE NORMALLY ASSUME.

We currently have nine jackup rigs contracted with national oil companies, including a subsidiary of the national oil company of Venezuela. The terms of these international contracts may expose us to greater commercial, political and operational risks than we normally assume in international contracts, such as exposure to greater environmental liability, the risk that the contract may be terminated by our customer without cause on short-term notice, contractually or by governmental action, under certain conditions that may not provide us an early termination payment, collection risks and political risks. While we believe that the financial, commercial and risk allocation terms of these contracts and our operating safeguards in place mitigate these risks, we can provide no assurance that the increased risk exposure will not have an adverse impact on our future operations or that we will not increase the number of rigs contracted to national oil companies with commensurate additional contractual risks.

OUR DRILLING RIG FLEET IS HEAVILY CONCENTRATED IN PREMIUM JACKUP RIGS, WHICH LEAVES US VULNERABLE TO RISKS RELATED TO LACK OF DIVERSIFICATION.

The offshore contract drilling industry is generally divided into two broad markets: deepwater and shallow water drilling. These broad markets are generally divided into smaller sub-markets based upon various factors, including type of drilling rig. The primary types of drilling rigs include jackup rigs, semisubmersible rigs, drill ships, platform rigs, barge rigs and submersible rigs. While all drilling rigs are affected by general economic and industry conditions, each type of drilling rig can be affected differently by changes in demand for drilling equipment. We currently have 43 jackup rigs, two ultra-deepwater semisubmersible rigs and one barge rig. Additionally, we have six ultra-deepwater semisubmersible rigs under construction.

Our drilling fleet is heavily concentrated in the premium jackup rig market. If the market for premium jackup rigs should decline relative to the markets for other drilling rig types, our operating results could be more adversely affected relative to our competitors with drilling fleets that are less concentrated in premium jackup rigs.

OUR INTERNATIONAL OPERATIONS INVOLVE ADDITIONAL RISKS NOT ASSOCIATED WITH DOMESTIC OPERATIONS.

	•	terrorist acts, war and civil disturbances,
	•	expropriation, nationalization, deprivation or confiscation of our equipment,
	•	expropriation or nationalization of a customer's property or drilling rights,
	•	repudiation or nationalization of contracts,
	•	assaults on property or personnel,
	•	piracy, kidnapping and extortion demands,
	•	exchange restrictions,
	•	currency fluctuations,
	•	changes in the manner or rate of taxation,
	•	limitations on the ability to repatriate income or capital to the United States,
	•	limitations on our ability to recover amounts due,
	•	increased risk of government and vendor/supplier corruption,
	•	changes in political conditions, and
	•	changes in monetary policies.

We historically have maintained insurance coverage and obtained contractual indemnities that protect us from some, but not all, of the risks associated with our non-U.S. operations such as nationalization, deprivation, confiscation, political and war risks. However, there can be no assurance that any particular type of contractual or insurance protection will be available in the future or that we will be able to purchase our desired level of insurance coverage at commercially feasible rates. In circumstances where we have insurance protection for some or all of the risks associated with non-U.S. operations, such insurance may be subject to cancellations on short notice, and it is unlikely that we will be able to remove our rig or rigs from the affected area within the notice period. Accordingly, a significant event for which we are uninsured or underinsured, or for which we have not received an enforceable contractual indemnity from a customer, could cause a material adverse effect on our financial position, operating results and cash flows.

WE HAVE SUBSTANTIAL RISK ASSOCIATED WITH ENSCO 69 OPERATIONS FOR A NATIONAL OIL COMPANY IN VENEZUELA.

Since May 2007, ENSCO 69 has been contracted to Petrosucre, a subsidiary of PDVSA, the national oil company of Venezuela. PDVSA subsidiaries lack funding and generally have not been paying their contractors and service providers. As of January 31, 2009, we had a total receivable balance of approximately $36.0 million under the ENSCO 69 contracts.

In late January 2009, we suspended drilling operations upon completion of the well in progress after Petrosucre failed to meet commitments relative to the payment of past due amounts. Petrosucre resumed ENSCO 69 drilling operations under observation by our supervisory rig personnel, utilizing Petrosucre employees and a portion of the Venezuelan rig crews that were utilized by us. Petrosucre has advised us that it temporarily is taking over operations on the rig. We currently are engaged in discussions and exchanging correspondence with Petrosucre regarding each party's contractual rights and obligations.

The ENSCO 69 contracts are governed by Venezuelan law and there can be no assurances as to the ultimate outcome of the pending dispute. The payment dispute and other risks associated with international operations for national oil companies, including expropriation or confiscation of our rig, could have a material adverse effect upon our financial position, operating results or cash flows.

CHANGES IN LAWS, EFFECTIVE INCOME TAX RATES OR ADVERSE OUTCOMES RESULTING FROM EXAMINATION OF OUR TAX RETURNS COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS.

Our future effective income tax rates could be adversely affected by changes in tax laws, both domestically and internationally. They could also be adversely affected by lower than anticipated earnings in countries where we have lower statutory rates and higher than anticipated earnings in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities or by changes in tax treaties, regulations, accounting principles or interpretations thereof in one or more countries in which we operate. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that such examinations will not have an adverse effect on our financial condition, operating results or cash flows.

RIG CONSTRUCTION, UPGRADE AND ENHANCEMENT PROJECTS ARE SUBJECT TO RISKS, INCLUDING DELAYS AND COST OVERRUNS, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS. THE RISKS ARE CONCENTRATED BECAUSE OUR SIX ULTRA-DEEPWATER SEMISUBMERSIBLE RIGS CURRENTLY UNDER CONSTRUCTION ARE AT A SINGLE SHIPYARD IN SINGAPORE. THREE OF THESE RIGS DO NOT HAVE DRILLING CONTRACTS.

There are 120 new jackup and semisubmersible rigs reported to be on order or under construction with expected delivery dates through 2012. As a result, shipyards and third party equipment vendors are under significant resource constraints to meet delivery obligations. Such constraints may lead to substantial delivery and commissioning delays and/or equipment failures and/or quality deficiencies. Furthermore, new drilling rigs may face start-up or other operational complications following completion of construction work, or other unexpected difficulties including equipment failures, design or engineering problems that could result in significant downtime at reduced or zero day rates or the cancellation or termination of drilling contracts.

We currently have six ultra-deepwater semisubmersible rigs under construction. In addition, we may construct additional rigs and continue to upgrade the capability and extend the service lives of our existing rigs. Rig construction, upgrade, life extension and repair projects are subject to the risks of delay or cost overruns inherent in any large construction project, including the following:

	•	failure of third party equipment to meet quality and/or performance standards,
	•	delays in equipment deliveries or shipyard construction,
	•	shortages of materials or skilled labor,
	•	damage to shipyard facilities, including damage resulting from fire, explosion, flooding, severe weather or terrorism,
	•	unforeseen design or engineering problems,
	•	unanticipated actual or purported change orders,
	•	strikes, labor disputes or work stoppages,
	•	financial or operating difficulties of equipment vendors or the shipyard while constructing, upgrading, refurbishing or repairing a rig or rigs,
	•	unanticipated cost increases,
	•	foreign currency fluctuations impacting overall cost,
	•	inability to obtain the requisite permits or approvals,
	•	force majeure, and
	•	additional risks inherent to shipyard projects in an international location.

Our risks are concentrated because our six ultra-deepwater semisubmersible rigs currently under construction are at a single shipyard in Singapore. Although based on the design of ENSCO 7500 which has operated without significant downtime since its delivery in 2000, these six rigs and the recently delivered ENSCO 8500 have a common risk of unforeseen design or engineering problems. Furthermore, ENSCO 8501, ENSCO 8502 and ENSCO 8503 are subject to firm, fixed day rate drilling contracts upon completion of construction and significant shipyard project cost overruns or delays could impact the projected financial results or the viability of the contracts and have a materially adverse effect on our financial condition, operating results and cash flows.

ENSCO 8504, ENSCO 8505 and ENSCO 8506 have not secured drilling contracts upon completion of their construction. These rigs are scheduled to be delivered in the second half of 2011 and first and second half of 2012, respectively. There is no assurance that we will secure drilling contracts for these rigs or that the drilling contracts we may be able to secure will be based upon rates and terms that will provide a reasonable rate of return on these investments. Our failure to secure contractual commitments for these rigs at rates and terms that result in a reasonable return prior to the completion of construction may result in a material adverse effect on our financial condition, operating results and cash flows. If we are able to secure drilling contracts prior to completion, we will be exposed to the risk of delays that could impact the projected financial results or the viability of the contract and could have a material adverse effect on our financial condition, operating results and cash flows.

WE HAVE INVESTED A PORTION OF OUR CASH IN AUCTION RATE SECURITIES AND WE MAY BE REQUIRED TO HOLD THEM INDEFINITELY DUE TO AN ILLIQUID MARKET.

As of December 31, 2008, we held $72.3 million (par value) of auction rate securities. During 2008, auctions for most of our auction rate securities failed. An auction failure, which is not a default in the underlying debt instrument, occurs when there are more sellers than buyers at a scheduled interest rate auction date and parties desiring to sell their auction rate securities are unable to do so. When an auction fails, the interest rate is adjusted according to the provisions of the associated security agreement, which may result in an interest rate that is higher than the interest rate the issuer pays in connection with successful auctions.

Substantially all of our auction rate securities are currently rated Aaa by Moody's, AAA by Standard & Poor's and/or AAA by Fitch. An aggregate $68.6 million (par value), or 95%, of our auction rate securities were issued by state agencies and are supported by student loans for which repayment is substantially guaranteed by the U.S. government under the Federal Family Education Loan Program.

Auction failures and the resulting lack of liquidity have affected the entire auction rate securities market, and we are currently unable to determine whether these conditions will be of an extended duration. While it is estimated that approximately half of the $330.0 billion auction rate securities market has been refinanced, student loan supported auction rate securities remain mostly constrained and illiquid. Although $5.9 million of our student loan supported auction rate securities were redeemed at par value during the year ended December 31, 2008, we are currently unable to determine whether other issuers of our auction rate securities will attempt and/or be able to refinance.

Some broker/dealers previously indicated that they planned to develop secondary markets for auction rate securities, but no such market has materialized. Consequently, we are currently unable to determine if alternative markets that provide for orderly purchases and sales of auction rate securities will develop. Several major brokerage firms have announced regulatory settlements in which they will initially offer to repurchase auction rate securities from retail investors, charities and small businesses, and use best efforts to provide liquidity to institutional investors within the next several years. However, we are currently unable to determine whether these brokerage firms will be able to comply with the terms of their regulatory settlements. Moreover, the deteriorating global economic environment may impede auction rate security repurchases.

Although we acquired our auction rate securities with the intention of selling them in the near term, we do not currently expect to experience liquidity problems or alter any business plans if we maintain our investment in these securities indefinitely. Our auction rate securities have final maturity dates ranging from 2025 to 2047.

THE POTENTIAL FOR GULF OF MEXICO HURRICANE RELATED WINDSTORM DAMAGE COULD CAUSE US TO ALTER OUR OPERATING PROCEDURES DURING HURRICANE SEASON, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

Certain areas in and near the Gulf of Mexico experience hurricanes and other extreme weather conditions on a relatively frequent basis. Some of our drilling rigs in the Gulf Coast Region are located in areas that could cause them to be susceptible to damage and/or total loss by these storms, and we have a larger concentration of rigs in the Gulf Coast Region than most of our competitors. Damage caused by high winds and turbulent seas could result in rig loss or damage or could cause termination of drilling contracts on lost or severely damaged rigs or curtailment of operations on damaged drilling rigs with reduced or suspended day rates for significant periods of time until the damage can be repaired. Moreover, even if our drilling rigs are not directly damaged by such storms, we may experience disruptions in our operations due to damage to our customers' platforms and other related facilities in the area. To date, our drilling operations in the Gulf of Mexico have not been materially impacted by hurricanes, although we sustained the total loss of one jackup rig during 2004, one platform rig during 2005 and one jackup rig during 2008 by reason of hurricane damage, with associated loss of contract revenues. We currently have 12 jackup rigs and one ultra-deepwater semisubmersible rig in the Gulf of Mexico.

Insurance companies incurred substantial losses in the offshore drilling, exploration and production industries as a consequence of hurricanes that occurred in the Gulf of Mexico during 2004, 2005 and 2008. Accordingly, insurance companies have substantially reduced the levels of insurance coverage available for losses arising from Gulf of Mexico hurricane related windstorm damage and have dramatically increased the cost of such coverage. Upon renewal of our annual insurance policies effective July 1, 2008, we obtained $155.0 million of annual aggregate coverage for jackup rig hull and machinery losses arising from Gulf of Mexico hurricane related windstorm damage with a $50.0 million per occurrence deductible (these limits do not apply to our ultra-deepwater semisubmersible rigs as long as the rigs take action to evade the storm by moving off location according to established procedures). This amount of coverage is significantly less than our historical coverage, and we have no assurance that we will be able to obtain insurance for Gulf of Mexico hurricane related windstorm damage in the future due to capacity limitations and high premium cost.

Our limited insurance coverage exposes us to a significant level of risk due to rig damage or loss related to severe weather conditions caused by Gulf of Mexico hurricanes or windstorms and could have a material adverse effect on our financial position, operating results and cash flows. Our current liability insurance policies maintain coverage for Gulf of Mexico hurricane related windstorm exposures, including excess removal of wreckage and debris, and have self-retained interest (generally equivalent to a deductible) of $10.0 million per occurrence.

We have established operational procedures designed to mitigate risk to our jackup rigs in the Gulf of Mexico during hurricane season. In addition to procedures designed to better secure the drilling package on jackup rigs, improve jackup leg stability and increase the air gap to position the hull above waves, our procedures involve analysis of prospective drilling locations, which may include enhanced bottom surveys. These procedures may result in a decision to decline to operate on a customer designated location during hurricane season notwithstanding that the location, water depth and other standard operating conditions are within a rig's normal operating range. Our procedures and the associated regulatory requirements addressing Mobile Offshore Drilling Unit operations in the Gulf of Mexico during hurricane season may result in a loss or reduction of work for our rigs at certain customer drilling locations, with a corresponding reduction in rig utilization or day rates in the Gulf of Mexico.

THE LOSS OF ENSCO 74 MAY EXPOSE US TO COSTS ASSOCIATED WITH REMOVAL OF WRECKAGE AND DEBRIS, LIABILITIES FOR PROPERTY LOSS OR DAMAGE, PERSONAL INJURY OR DEATH OR ENVIRONMENTAL LIABILITIES THAT MAY NOT BE FULLY RECOVERABLE UNDER OUR INSURANCE OR CONTRACTUAL INDEMNITIES.

We have been unable to locate the hull of ENSCO 74, which is presumed to have sunk in the Gulf of Mexico in September 2008 as a result of Hurricane Ike. Portions of the rig's legs remain underwater adjacent to the customer's platform. We could be exposed to costs associated with removal of wreckage or debris if the hull is ultimately located and we are required to remove it. Furthermore, the sunken hull of ENSCO 74 may expose us to liabilities if it constitutes a hazard to navigation, and may expose us to various potential liabilities for property loss or damage, personal injury or death. Additionally, the ENSCO 74 hull contains certain fuel, oil, lubes and paint which, if released into the ocean, may create environmental liabilities and exposure to penalties, fines and clean-up costs. Our liability insurance and contractual indemnities may not fully protect us from such cost, liability or exposure.

We may also be required to remove the leg sections of ENSCO 74 from the seabed. Although we expect the cost of removal of the leg sections to be covered by available insurance and contractual indemnification, we may not be fully protected from such costs, liability or exposure.

OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARE NOT FULLY INSURED AGAINST ALL OPERATING HAZARDS.

Contract drilling and offshore oil and gas operations in general are subject to numerous risks, including the following:

	•	rig or other property damage, liability or loss, including removal of wreckage or debris, resulting from hurricanes and other severe weather conditions, collisions, groundings, blowouts, fires, explosions and other accidents or terrorism,
	•	blowouts, fires, explosions and other loss of well control events causing damage to wells, reservoirs, production facilities and other properties and which may require wild well control, including drilling of relief wells,
	•	craterings, punchthroughs or other events causing rigs to capsize, sink or otherwise incur significant damage or total loss,
	•	extensive uncontrolled rig or well fires, blowouts, oil spills or other discharges of pollutants causing damage to the environment,
	•	machinery breakdowns, equipment failures, personnel shortages, failure of subcontractors and vendors to perform or supply goods and services and other events causing the suspension or cancellation of drilling operations, and
	•	unionization or similar collective actions by our employees or employees of subcontractors causing suspension of drilling operations or significant increases in operating costs.

In addition to these risks to property and the environment, many of the hazards and risks associated with our operations, and accidents or other events resulting from such hazards and risks, as well as our routine operations, expose our personnel, as well as personnel of our customers, subcontractors, vendors and other third parties, to the risk of personal injury or death.

Although we currently maintain broad insurance coverage, subject to certain significant deductibles and levels of self-insurance or risk retention, it does not cover all types of losses and, in some situations such as rig loss or damage resulting from Gulf of Mexico hurricane related windstorm exposures, may not provide full coverage for damages, losses or liabilities resulting from our operations. Except for windstorm coverage on our Gulf of Mexico rigs subsequent to July 1, 2006, which was placed on a limited basis, we historically have maintained insurance coverage for damage to or loss of our drilling rigs in amounts not less than the estimated fair market value thereof. However, in the event of total loss, such coverage is unlikely to be sufficient to recover the cost of a newly constructed replacement rig. Since we do not maintain business interruption or loss of hire insurance, we are fully exposed to loss of drilling contract revenue resulting from rig loss or damage.

We generally obtain contractual indemnification obligating our customers to protect and indemnify us for all or part of the liabilities resulting from pollution and damage to the environment, damage to wells, reservoirs and other customer property, control of wild wells, drilling of relief wells and certain non-rig crew personnel injuries. Such indemnification protection may be qualified or limited, and may exclude certain perils or events or the application of local law. In some circumstances, we are unable to obtain indemnification protection for some or all of the risks generally assumed by our customers, including risks and liabilities relating to environmental damage, well loss or damage or wild well control. The inability to obtain such indemnification, the failure of a customer to meet indemnification obligations or losses or liabilities resulting from uninsured or underinsured events could have a material adverse effect on our financial position, operating results and cash flows.

Our contracts generally protect us in whole or part from certain losses sustained as a result of our negligence, most frequently as respects pollution and damage to the environment, damage to wells or reservoirs, control of wild wells, drilling of relief wells and consequential damages. However, losses resulting from contracts that do not contain such protection could have a material adverse affect on our financial position, operating results and cash flows. Losses resulting from our gross negligence or willful misconduct may not be protected contractually by specific provision or by application of law, and our insurance may not provide adequate protection for such losses.

COMPLIANCE WITH OR BREACH OF ENVIRONMENTAL LAWS CAN BE COSTLY AND COULD LIMIT OUR OPERATIONS.

Our operations are subject to local, state, federal and foreign laws and regulations controlling the discharge of materials into the environment, pollution, contamination and hazardous waste disposal or otherwise relating to the protection of the environment. Laws and regulations specifically applicable to our business activities could impose significant liability on us for damages, clean-up costs, fines and penalties in the event of oil spills or similar discharges of pollutants or contaminants into the environment or improper disposal of hazardous waste generated in the course of our operations. To date, such laws and regulations have not had a material adverse effect on our operating results, and we have not experienced an accident that has exposed us to material liability for discharges of pollutants into the environment. However, there can be no assurance that such laws and regulations or accidents will not expose us to material liability in the future.

OPA 90 and other federal statutes applicable to us and our operations, as well as similar state statutes in Texas, Louisiana and other coastal states, address oil spill prevention and control and significantly expand liability, fine and penalty exposure across many segments of the oil and gas industry. Such statutes and related regulations, both federal and state, impose a variety of obligations on us related to the prevention of oil spills and liability for resulting damages. For instance, OPA 90 imposes strict and, with limited exceptions, joint and several liability upon each responsible party for oil removal costs as well as a variety of fines, penalties and damages. A failure to comply with these statutes, including OPA 90, may subject us to civil or criminal enforcement action, which may not be covered by contractual indemnification or insurance and could have a material adverse effect on our financial position, operating results and cash flows.

Events in recent years have generally heightened environmental concerns about the oil and gas industry. From time to time, legislative proposals have been introduced that would materially limit or prohibit offshore drilling in certain areas. To date, no proposals have been enacted into law which would materially limit or prohibit offshore drilling in our principal areas of operation. However, we are adversely affected by moratoria on drilling in certain areas of the Gulf of Mexico and elsewhere. If new laws are enacted or other government action is taken that restrict or prohibit offshore drilling in our principal areas of operation or impose environmental protection requirements that materially increase the cost of offshore drilling, exploration, development or production of oil and natural gas, we could be materially adversely affected.

LAWS AND GOVERNMENTAL REGULATIONS MAY ADD TO COSTS, LIMIT OUR DRILLING ACTIVITY OR REDUCE DEMAND FOR OUR DRILLING SERVICES.

Our operations are affected by political developments and by local, state, federal and foreign laws and regulations that relate directly to the oil and gas industry. The offshore contract drilling industry is dependent on demand for services from the oil and gas industry. Accordingly, we will be directly affected by the approval and adoption of laws and regulations limiting or curtailing exploration and development drilling for oil and natural gas for economic, environmental, safety and other policy reasons. We may be exposed to risks related to new laws or regulations pertaining to climate change, carbon emissions or energy use that could decrease the use of oil or natural gas, thus reducing demand for hydrocarbon-based fuel and our drilling services. Governments also may pass laws or regulations encouraging or mandating the use of alternative energy sources, such as wind power and solar energy, which may reduce demand for oil and natural gas and our drilling services. Furthermore, we may be required to make significant capital expenditures or incur substantial additional costs to comply with new governmental laws and regulations. It is also possible that legislative and regulatory activity could adversely affect our operations by limiting drilling opportunities or significantly increasing our operating costs.

TERRORIST ATTACKS, PIRACY AND MILITARY ACTION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

Terrorist acts, piracy, kidnapping, extortion or acts of war may cause damage to or disruption of our domestic or international operations, employees, property and equipment or customers, suppliers and subcontractors, which may not be covered by insurance or an enforceable contractual indemnity and could significantly impact our financial position, operating results and cash flows. These acts create many economic and political uncertainties and the potential for future similar acts, the national and international responses and other acts of war or hostility could create many economic and political uncertainties, including an impact upon oil and natural gas drilling, exploration and development. This could adversely affect our business in ways that cannot readily be determined.

LEGAL PROCEEDINGS COULD AFFECT US ADVERSELY.

We are involved in litigation, including various claims, disputes and regulatory proceedings that arise in the ordinary course of business, many of which are uninsured and relate to commercial, employment or regulatory activities. We also are concluding an internal investigation relating to compliance with the anti-bribery, recordkeeping and accounting provisions of the U.S. Foreign Corrupt Practices Act ("FCPA") that focuses on activities related to our former operations in Nigeria and the associated accounting entries and internal accounting controls, and have self-reported to the appropriate U.S. government authorities.

Although we cannot accurately predict the outcome of our litigation, claims, disputes, regulatory proceedings and investigations or the amount or impact of any associated liability or other sanctions, these matters could adversely affect our financial position, operating results or cash flows.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Contract Drilling Fleet

The following table provides certain information about the rigs in our drilling fleet by operating segment as of February 17, 2009:

Rig Name	Rig Type	Year Built/ Rebuilt	Design	Maximum Water Depth/ Drilling Depth	Current Location	Current Customer

Deepwater
ENSCO 7500	Semisubmersible	2000	Dynamically Positioned	8,000'/30,000'	Australia	Chevron
ENSCO 8500	Semisubmersible	2008	Dynamically Positioned	8,500'/35,000'	Gulf of Mexico	Sea Trials(1)
ENSCO 8501	Semisubmersible	2009(2)	Dynamically Positioned	8,500'/35,000'	Singapore	Under construction(3)
ENSCO 8502	Semisubmersible	2010(2)	Dynamically Positioned	8,500'/35,000'	Singapore	Under construction(3)
ENSCO 8503	Semisubmersible	2010(2)	Dynamically Positioned	8,500'/35,000'	Singapore	Under construction(3)
ENSCO 8504	Semisubmersible	2011(2)	Dynamically Positioned	8,500'/35,000'	Singapore	Under construction(3)
ENSCO 8505	Semisubmersible	2012(2)	Dynamically Positioned	8,500'/35,000'	Singapore	Under construction(3)
ENSCO 8506	Semisubmersible	2012(2)	Dynamically Positioned	8,500'/35,000'	Singapore	Under construction(3)
Asia Pacific
ENSCO 50	Jackup	1983/1998	F&G L-780 MOD II-C	300'/25,000'	UAE	Shipyard
ENSCO 51	Jackup	1981/2002	F&G L-780 MOD II-C	300'/25,000'	Thailand	Available
ENSCO 52	Jackup	1983/1997	F&G L-780 MOD II-C	300'/25,000'	Malaysia	Petronas Carigali
ENSCO 53	Jackup	1982/1998	F&G L-780 MOD II-C	300'/25,000'	UAE	Shipyard
ENSCO 54	Jackup	1982/1997	F&G L-780 MOD II-C	300'/25,000'	UAE/Qatar	ADOC
ENSCO 56	Jackup	1982/1997	F&G L-780 MOD II-C	300'/25,000'	Singapore	Shipyard
ENSCO 57	Jackup	1982/2003	F&G L-780 MOD II-C	300'/25,000'	Malaysia	Petronas Carigali
ENSCO 67	Jackup	1976/2005	MLT 84-CE	400'/30,000'	Indonesia	ConocoPhillips
ENSCO 76	Jackup	2000	MLT Super 116-C	350'/30,000'	Saudi Arabia	Saudi Aramco
ENSCO 84	Jackup	1981/2005	MLT 82 SD-C	250'/25,000'	Qatar	Maersk
ENSCO 88	Jackup	1982/2004	MLT 82 SD-C	250'/25,000'	Qatar	Ras Gas
ENSCO 94	Jackup	1981/2001	Hitachi 250-C	250'/25,000'	Qatar	Ras Gas
ENSCO 95	Jackup	1981/2005	Hitachi 250-C	250'/25,000'	Saudi Arabia	Saudi Aramco
ENSCO 96	Jackup	1982/1997	Hitachi 250-C	250'/25,000'	Bahrain	Available
ENSCO 97	Jackup	1980/1997	MLT 82 SD-C	250'/25,000'	Saudi Arabia	Saudi Aramco
ENSCO 104	Jackup	2002	KFELS MOD V-B	400'/30,000'	Indonesia	BP
ENSCO 106	Jackup	2005	KFELS MOD V-B	400'/30,000'	Australia	Apache
ENSCO 107	Jackup	2006	KFELS MOD V-B	400'/30,000'	New Zealand	OMV
ENSCO 108	Jackup	2007	KFELS MOD V-B	400'/30,000'	Indonesia	BP
ENSCO I	Barge	1999	Barge	--/18,000'	Singapore	Available
Europe/Africa
ENSCO 70	Jackup	1981/1996	Hitachi K1032N	250'/30,000'	United Kingdom	Perenco
ENSCO 71	Jackup	1982/1995	Hitachi K1032N	225'/25,000'	Denmark	Maersk
ENSCO 72	Jackup	1981/1996	Hitachi K1025N	225'/25,000'	United Kingdom	ATP
ENSCO 80	Jackup	1978/1995	MLT 116-CE	225'/30,000'	United Kingdom	ConocoPhillips
ENSCO 85	Jackup	1981/1995	MLT 116-C	300'/25,000'	Tunisia	PA Resources
ENSCO 92	Jackup	1982/1996	MLT 116-C	225'/25,000'	United Kingdom	Venture
ENSCO 100	Jackup	1987/2000	MLT 150-88-C	350'/30,000'	United Kingdom	AGR Peak
ENSCO 101	Jackup	2000	KFELS MOD V-A	400'/30,000'	Denmark	Maersk
ENSCO 102	Jackup	2002	KFELS MOD V-A	400'/30,000'	United Kingdom	ConocoPhillips
ENSCO 105	Jackup	2002	KFELS MOD V-B	400'/30,000'	Tunisia	BG

Rig Name	Rig Type	Year Built/ Rebuilt	Design	Maximum Water Depth/ Drilling Depth	Current Location	Current Customer

North & South America
ENSCO 60	Jackup	1981/2003	Levingston 111-C	300'/25,000'	Gulf of Mexico	Seneca
ENSCO 68	Jackup	1976/2004	MLT 84-CE	400'/30,000'	Gulf of Mexico	Committed
ENSCO 69	Jackup	1976/1995	MLT 84-S	400'/25,000'	Venezuela	PDVSA
ENSCO 75	Jackup	1999	MLT Super 116-C	400'/30,000'	Gulf of Mexico	Eni
ENSCO 81	Jackup	1979/2003	MLT 116-C	350'/30,000'	Mexico	PEMEX
ENSCO 82	Jackup	1979/2003	MLT 116-C	300'/30,000'	Gulf of Mexico	Hunt Oil
ENSCO 83	Jackup	1979/2007	MLT 82 SD-C	250'/25,000'	Gulf of Mexico	ANKOR
ENSCO 86	Jackup	1981/2006	MLT 82 SD-C	250'/30,000'	Gulf of Mexico	Devon
ENSCO 87	Jackup	1982/2006	MLT 116-C	350'/25,000'	Gulf of Mexico	Stone Energy
ENSCO 89	Jackup	1982/2005	MLT 82 SD-C	250'/25,000'	Gulf of Mexico	Shipyard
ENSCO 90	Jackup	1982/2002	MLT 82 SD-C	250'/25,000'	Gulf of Mexico	Apache
ENSCO 93	Jackup	1982/2008	MLT 82 SD-C	250'/25,000'	Gulf of Mexico	Shipyard
ENSCO 98	Jackup	1977/2003	MLT 82 SD-C	250'/25,000'	Gulf of Mexico	Available
ENSCO 99	Jackup	1985/2005	MLT 82 SD-C	250'/30,000'	Gulf of Mexico	ExxonMobil

⁽¹⁾

ENSCO 8500 was delivered by KFELS in September 2008 and arrived in the Gulf of Mexico in mid-December 2008. The rig is currently undergoing deepwater sea trials and is projected to commence operations under a four-year contract with Anadarko and Eni in April 2009.

⁽²⁾

Rig is currently under construction. The "year built" provided is based on the current construction schedule.

⁽³⁾

ENSCO 8501, ENSCO 8502 and ENSCO 8503 have secured long-term drilling contracts in the Gulf of Mexico of three and one half years, two years and two years, respectively. We are currently marketing ENSCO 8504, ENSCO 8505 and ENSCO 8506 and anticipate they will be contracted in advance of delivery. For additional information on our rigs under construction, see "Cash Flow and Capital Expenditures" included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

The equipment on our drilling rigs includes engines, drawworks, derricks, pumps to circulate the drilling fluid, blowout preventers, drill string and related equipment. The engines power a drive mechanism that turns the drill string and drill bit so that the hole is drilled by grinding subsurface materials, which are then returned to the rig by the drilling fluid. The intended well depth, water depth and drilling conditions are the principal factors that determine the size and type of rig most suitable for a particular drilling job.

Jackup rigs stand on the ocean floor with their hull and drilling equipment elevated above the water on connected leg supports. Jackup rigs are generally preferred over other rig types in water depths of 400 feet or less, primarily because jackup rigs provide a more stable drilling platform with above water blowout prevention equipment. All of our jackup rigs are of the independent leg design. All but one of our jackup rigs is equipped with a cantilever that allows the drilling equipment to extend outward from the hull over fixed platforms enabling drilling of both exploratory and development wells. The jackup rig hull supports the drilling equipment, jacking system, crew quarters, storage and loading facilities, helicopter landing pad and related equipment and supplies.

Semisubmersible rigs are floating offshore drilling units with pontoons and columns that partially submerge to a predetermined depth when sea water is permitted to enter the hull. Semisubmersible rigs can be held in a fixed location over the ocean floor either by being anchored to the sea bottom with mooring chains or dynamically positioned by computer-controlled propellers or "thrusters." ENSCO 7500, which is capable of drilling in water depths up to 8,000 feet, is a dynamically positioned rig that also can be adapted for moored operations. The ENSCO 8500 Series® rigs are enhanced versions of the ENSCO 7500, capable of drilling in up to 8,500 feet of water, and can be upgraded to 10,000 foot water-depth capability if required. Enhancements over ENSCO 7500 include a two million pound quad derrick, offline pipe handling capability, increased drilling capacity, greater variable deck load and improved automatic station keeping ability. With these features, we believe the ENSCO 8500 Series® rigs will be especially well-suited for deepwater development drilling.

Over the life of a typical rig, several of the major components are replaced due to normal wear and tear or technological advancements in drilling equipment. All of our rigs are in good condition. As of February 15, 2009, we own all of the rigs in our fleet.

We lease our executive offices in Dallas, Texas and own offices and other facilities in Louisiana and Scotland. In addition to our executive offices, we currently lease office space domestically in Houston, Texas and internationally in Australia, Abu Dhabi, Denmark, Dubai, India, Indonesia, Malaysia, Mexico, New Zealand, Qatar, Saudi Arabia, Singapore, Thailand, Tunisia and Venezuela.

Item 3. Legal Proceedings

FCPA Internal Investigation

Following disclosures by other offshore service companies announcing internal investigations involving the legality of amounts paid to and by customs brokers in connection with temporary importation of rigs and vessels into Nigeria, the Audit Committee of our Board of Directors and management commenced an internal investigation in July 2007. The investigation initially focused on our payments to customs brokers relating to the temporary importation of ENSCO 100, our only rig that recently operated offshore Nigeria.

As is customary for companies operating offshore Nigeria, we had engaged independent customs brokers to process customs clearance of routine shipments of equipment, materials and supplies and to process the ENSCO 100 temporary importation permits, extensions and renewals. One or more of the customs brokers that our subsidiary in Nigeria used to obtain the ENSCO 100 temporary import permits, extensions and renewals also provided this service to other offshore service companies that have undertaken FCPA compliance internal investigations.

The principal purpose of our investigation was to determine whether any of the payments made to or by our customs brokers were inappropriate under the anti-bribery provisions of the FCPA or whether any violations of the recordkeeping or internal accounting controls provisions of the FCPA occurred. Our Audit Committee engaged a Washington, D.C. law firm with significant experience in investigating and advising upon FCPA matters to assist in the internal investigation.

Following notification to the Audit Committee and to KPMG LLP, our independent registered public accounting firm, in consultation with the Audit Committee's outside legal counsel, we voluntarily notified the United States Department of Justice and the SEC that we had commenced an internal investigation. We expressed our intention to cooperate with both agencies, comply with their directives and fully disclose the results of the investigation. The internal investigation process has involved extensive reviews of documents and records, as well as production to the authorities, and interviews of relevant personnel. In addition to the temporary importation of ENSCO 100, the investigation has examined our customs clearance of routine shipments and immigration activities in Nigeria.

The internal investigation has essentially been concluded. A meeting to review the results of the investigation with the authorities was held on February 24, 2009. We expect to discuss a possible negotiated disposition with the authorities during the second or third quarter of 2009. It currently is anticipated that the matter will be concluded within that period.

Although we believe the U.S. authorities will take into account our voluntary disclosure, our cooperation with the agencies and the remediation and compliance enhancement activities that are underway, we are unable to predict the ultimate disposition of this matter, whether we will be charged with violation of the anti-bribery, recordkeeping or internal accounting controls provisions of the FCPA or whether the scope of the investigation will be extended to other issues in Nigeria or to other countries. We also are unable to predict what potential corrective measures, fines, sanctions or other remedies, if any, the agencies may seek against us or any of our employees.

In November 2008, our Board of Directors approved enhanced FCPA compliance recommendations issued by the Audit Committee's outside counsel and the Company embarked upon an enhanced compliance initiative that included appointment of a Chief Compliance Officer and a Director - Corporate Compliance. We have engaged consultants to assist us in implementing the compliance recommendations approved by our Board of Directors, which will include an enhanced compliance policy, increased training and testing, prescribed contractual provisions for our service providers that interface with foreign government officials, due diligence for the selection of such service providers, and an increased Company-wide awareness initiative that includes periodic issuance of FCPA Alerts.

Since ENSCO 100 completed its contract commitment and departed Nigeria in August 2007, this matter is not expected to have a material effect on or disrupt our current operations. As noted above, we are unable to predict the outcome of this matter or estimate the extent to which we may be exposed to any resulting potential liability, sanctions or significant additional expense.

ENSCO 29 Wreck Removal

A portion of the ENSCO 29 platform drilling rig was lost over the side of a customer's platform as a result of Hurricane Katrina during the third quarter of 2005. Although beneficial ownership of ENSCO 29 was subsequently transferred to our insurance underwriters when the rig was determined to be a total loss, management believes we may be legally required to remove ENSCO 29 wreckage and debris from the seabed and currently estimates that the removal cost could range from $5.0 million to $15.0 million. Our property insurance policies include coverage for ENSCO 29 wreckage and debris removal costs up to $3.8 million. We also have liability insurance policies that provide specified coverage for wreckage and debris removal costs in excess of the $3.8 million coverage provided under our property insurance policies.

Our liability insurance underwriters have issued letters reserving rights and effectively denying coverage by questioning the applicability of coverage for the potential ENSCO 29 wreckage and debris removal costs. In August 2007, we commenced litigation in the Texas District Court of Dallas County against certain underwriters at Lloyd's and insurance companies, Bryan Johnson and BC Johnson Associates, LLC (collectively "the Underwriters") alleging breach of contract, wrongful denial, bad faith and other claims which seek a declaration that removal of wreckage and debris is covered under our liability insurance, monetary damages, attorneys' fees and other remedies. The Underwriters removed the case to the United States District Court for the Northern District of Texas, Dallas Division. The case was then remanded back to the Texas District Court by the United States District Court. The Underwriters then appealed the remand to the United States Court of Appeals. The litigation is in an early stage, and oral argument in United States Court of Appeals has been scheduled for March 2009.

While we anticipate that any ENSCO 29 wreckage and debris removal costs incurred will be largely or fully covered by insurance, a $1.2 million provision, representing the portion of the $5.0 million low end of the range of estimated removal cost we believe is subject to liability insurance coverage, was recognized during the third quarter of 2006.

Asbestos Litigation

In August 2004, we and certain current and former subsidiaries were named as defendants, along with numerous other third party companies as co-defendants, in three multi-party lawsuits filed in the Circuit Courts of Jones County (Second Judicial District) and Jasper County (First Judicial District), Mississippi. The lawsuits sought an unspecified amount of monetary damages on behalf of individuals alleging personal injury or death, primarily under the Jones Act, purportedly resulting from exposure to asbestos on drilling rigs and associated facilities during the period 1965 through 1986.

In compliance with the Mississippi Rules of Civil Procedure, the individual claimants in the original multi-party lawsuits whose claims were not dismissed were ordered to file either new or amended single plaintiff complaints naming the specific defendant(s) against whom they intended to pursue claims. As a result, out of more than 600 initial multi-party claims, we have been named as a defendant by 65 individual plaintiffs. Of these claims, 62 claims or lawsuits are pending in Mississippi state courts and three are pending in the U.S. District Court as a result of their removal from state court.

The majority of these cases currently are under an informal stay of discovery issued by a Special Master presiding over these matters while discovery is conducted for a designated group of plaintiffs, several of which involve us. To date, written discovery and plaintiff depositions have taken place in seven cases pending against us. No further activity will occur in these cases until they are selected for trial. Currently, none of the cases pending against us in Mississippi has been set for trial.

We intend to vigorously defend against these claims and have filed responsive pleadings preserving all defenses and challenges to jurisdiction and venue. However, discovery is still ongoing and, therefore, available information regarding the nature of all pending claims is limited. At present, we cannot reasonably determine how many of the claimants may have valid claims under the Jones Act or estimate a range of potential liability exposure, if any.

In addition to the pending cases in Mississippi, we have eight other asbestos or lung injury claims pending against us in litigation in various other jurisdictions. Although we do not expect the final disposition of the Mississippi and other asbestos lawsuits to have a material adverse effect upon our financial position, operating results or cash flows, there can be no assurances as to the ultimate outcome of the lawsuits.

Other Matters

In addition to the foregoing, we are named defendants in certain other lawsuits, claims or proceedings incidental to our business and are involved from time to time as parties to governmental investigations or proceedings, including matters related to taxation, all arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, management does not expect these matters to have a material adverse effect on our financial position, operating results or cash flows.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of our security holders during the fourth quarter of 2008.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

The following table provides the high and low sales price of our common stock, $.10 par value, for each period indicated during the last two fiscal years:

	First Quarter	Second Quarter	Third Quarter	Fourth Quarter	Year

2008 High	$65.23	$83.24	$81.12	$57.85	$83.24
2008 Low	$45.94	$59.81	$52.50	$22.38	$22.38

2007 High	$56.59	$63.28	$67.61	$60.94	$67.61
2007 Low	$45.00	$53.12	$50.57	$51.80	$45.00

Our common stock (Symbol: ESV) is traded on the New York Stock Exchange. We had 1,112 stockholders of record on February 1, 2009.

We began paying a $.025 per share quarterly cash dividend on our common stock during the third quarter of 1997 and have continued to pay this quarterly dividend through December 31, 2008. Cash dividends totaling $.10 per share were paid in both 2008 and 2007. We currently intend to continue paying quarterly dividends for the foreseeable future. However, our Board of Directors may change the timing, amount and payment of dividends on our common stock depending on several factors including our profitability, liquidity, financial condition, reinvestment opportunities and capital requirements.

For information on common stock issued or to be issued in connection with our equity compensation plans, see "Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters."

The following table provides a summary of our repurchases of common stock during the quarter ended December 31, 2008:

Issuer Purchases of Equity Securities

					Total Number		Approximate
					of Shares		Dollar Value
					Purchased as		of Shares that
	Total				Part of Publicly		May Yet Be
	Number of				Announced		Purchased
	Shares		Average Price		Plans or		Under Plans
Period	Purchased		Paid per Share		Programs		or Programs

October 1 - October 31		2,259		$35.09		--		$562,000,000
November 1 - November 30		2,674		$33.13		--		$562,000,000
December 1 - December 31		895		$29.08		--		$562,000,000

Total		5,828		$33.27		--

During the quarter ended December 31, 2008, our repurchases of common stock were from employees in connection with the settlement of income tax withholding obligations arising from the vesting of share awards.

In March 2006, our Board of Directors authorized the repurchase of up to $500.0 million of our outstanding common stock. In August 2007, following completion of the authorized repurchase, our Board of Directors authorized the repurchase of an additional $500.0 million of our outstanding common stock (the "2007 authorization"). In September 2008, our Board of Directors authorized the repurchase of an additional $500.0 million of our outstanding common stock (the "2008 authorization"). No repurchases of our common stock were made under the Board approved authorizations during the quarter ended December 31, 2008.

The chart below presents a comparison of the five-year cumulative total return, assuming $100 invested on December 31, 2003 and the reinvestment of dividends, for our common stock, the Standard & Poor's 500 Stock Price Index and the Dow Jones U.S. Oil Equipment & Services Index.*

	Cumulative Total Return
	12/03	12/04	12/05	12/06	12/07	12/08

ENSCO International Incorporated	100.00	117.23	164.21	185.75	221.62	105.76
S & P 500	100.00	110.88	116.33	134.70	142.10	89.53
Dow Jones U.S. Oil Equipment & Services Index	100.00	135.40	205.46	233.14	337.92	137.54

* $100 invested on December 31, 2003 in stock or index, including the reinvestment of dividends for fiscal years
ending December 31.

Item 6. Selected Financial Data

The selected financial data should be read in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data."

		Year Ended December 31,
		2008		2007		2006		2005		2004
		(in millions, except per share amounts)
Consolidated Statement of Income Data
Revenues	$	2,450.4	$	2,088.6	$	1,769.8	$	1,009.3	$	713.7
Operating expenses
Contract drilling (exclusive of depreciation)		800.5		671.2		564.8		442.8		398.1
Depreciation		189.5		180.2		171.1		149.5		129.1
General and administrative		53.8		59.5		44.6		32.0		33.1

Operating income		1,406.6		1,177.7		989.3		385.0		153.4
Other income (expense), net		(4.2	)	37.8		(5.9	)	(24.0	)	(33.6	)
Provision for income taxes		242.4		248.3		243.0		97.2		28.5

Income from continuing operations		1,160.0		967.2		740.4		263.8		91.3
(Loss) income from discontinued operations, net⁽¹⁾		(9.2	)	24.8		28.7		21.1		1.7
Cumulative effect of accounting change, net⁽²⁾		--		--		.6		--		--

Net income	$	1,150.8	$	992.0	$	769.7	$	284.9	$	93.0

Earnings (loss) per share - basic
Continuing operations	$	8.19	$	6.59	$	4.86	$	1.74	$	.61
Discontinued operations		(.06	)	.17		.19		.14		.01
Cumulative effect of accounting change		--		--		.00		--		--

	$	8.13	$	6.76	$	5.06	$	1.88	$	.62

Earnings (loss) per share - diluted
Continuing operations	$	8.17	$	6.57	$	4.85	$	1.73	$	.61
Discontinued operations		(.06	)	.17		.19		.14		.01
Cumulative effect of accounting change		--		--		.00		--		--

	$	8.11	$	6.73	$	5.04	$	1.87	$	.62

Weighted-average common shares outstanding:
Basic		141.6		146.7		152.2		151.7		150.5
Diluted		141.9		147.3		152.8		152.4		150.6

Cash dividends per common share	$	.10	$	.10	$	.10	$	.10	$	.10

Consolidated Balance Sheet and Cash Flow Statement Data
Working capital	$	973.0	$	625.8	$	602.3	$	347.0	$	277.9
Total assets		5,830.1		4,968.8		4,334.4		3,617.9		3,322.0
Long-term debt, net of current portion		274.3		291.4		308.5		475.4		527.1
Stockholders' equity		4,676.9		3,752.0		3,216.0		2,540.0		2,193.9
Cash flow from continuing operations		1,140.1		1,214.1		922.8		342.2		236.4

⁽¹⁾

See Note 11 to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" for information on discontinued operations.

⁽²⁾

On January 1, 2006, we recognized a cumulative adjustment related to the adoption of SFAS No. 123 (revised 2004) "Share-Based Payment" ("FAS 123(R)"). See Note 9 to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" for information on the adoption of SFAS 123(R).

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

Our Business

We are a leading provider of offshore contract drilling services to the international oil and gas industry. We own and operate a fleet of 46 drillings rigs, including 43 jackup rigs, two semisubmersible rigs and one barge rig. We are heavily concentrated in premium jackup rigs, but are currently in the process of developing a fleet of semisubmersible rigs. The worldwide semisubmersible rig fleet is generally divided into three categories: midwater, deepwater and ultra-deepwater. Our two semisubmersible rigs, ENSCO 7500 and ENSCO 8500, as well as our additional six semisubmersible rigs currently under construction, are ultra-deepwater semisubmersible rigs, capable of drilling at depths of 8,000 feet or greater. Our 46 drilling rigs are located throughout the world and concentrated in the major geographic regions of Asia Pacific (which includes Asia, the Middle East, Australia and New Zealand), Europe/Africa and North and South America.

We provide our drilling services to major international, government-owned and independent oil and gas companies on a "day rate" contract basis. Under day rate contracts, we provide the drilling rig and rig crews and receive a fixed amount per day for drilling the well. Our customers bear substantially all of the ancillary costs of constructing the well and supporting drilling operations, as well as the economic risk relative to the success of the well. Drilling contracts are, for the most part, awarded on a competitive bid basis. We do not provide "turnkey" or other risk-based drilling services.

Our revenues, operating income and net income increased to record levels during 2008 as a result of strong rig demand, high utilization and increased day rates in all geographic regions. ENSCO 8500, the first of our ENSCO 8500 Series Rigs®, was delivered during the third quarter and arrived in the Gulf of Mexico in mid-December 2008. The rig is currently undergoing deepwater sea trials and is projected to commence operations under a four-year contract in April 2009. Additionally, ENSCO 8501 is scheduled to be delivered during the latter half of the second quarter of 2009 and is expected to commence operations under its long-term drilling contract late in the third quarter.

During 2008, we also began construction of ENSCO 8504 and finalized construction agreements on ENSCO 8505 and ENSCO 8506. We entered into a long-term drilling contract for ENSCO 8503 in the Gulf of Mexico that is scheduled to commence during the first quarter of 2011. In addition to the substantial capital investment we made in our Deepwater fleet, we repurchased 3.7 million shares of our common stock at a cost of $256.0 million during 2008. We funded both our ultra-deepwater semisubmersible fleet expansion and share repurchase initiatives with cash flow generated from operations. We believe our strong balance sheet, including $789.6 million of cash and cash equivalents as of December 31, 2008, and favorable contract backlog will enable us to sustain an adequate level of liquidity during 2009.

Oil and natural gas prices have declined substantially in recent months due primarily to a decrease in demand for oil and natural gas resulting from the deteriorating global economy. In addition, substantial uncertainty in the capital markets has severely limited access to financing. These conditions are having an adverse effect on our business. Some of our current and prospective customers are deferring and curtailing drilling programs, which will result in a further reduction in demand for drilling rigs and a decline in utilization and day rates. In addition, certain of our customers and suppliers may be unable to access the capital markets to fund business operations which could adversely affect our business.

During 2008, over 30 new jackup and semisubmersible rigs were delivered and another 120 are reported to be on order or under construction. Current volatility in oil and natural gas prices and uncertainty in the capital markets will affect the construction and delivery of rigs currently on order or under construction. Several drilling contractors have announced cancellations of orders for new rigs or delayed construction of previously ordered rigs, and it is uncertain whether cancellations and delays will continue during 2009.

Our Industry

Historically, financial operating results in the offshore contract drilling industry have been cyclical and directly related to the demand for drilling rigs and the available supply of drilling rigs.

Drilling Rig Demand

	•	demand for oil and natural gas,
	•	regional and global economic conditions and changes therein,
	•	political, social and legislative environments in the U.S. and other major oil-producing countries,
	•	production and inventory levels and related activities of the Organization of Petroleum Exporting Countries ("OPEC") and other oil and natural gas producers,
	•	technological advancements that impact the methods or cost of oil and natural gas exploration and development,
	•	disruption to exploration and development activities due to hurricanes and other severe weather conditions, and
	•	the impact that these and other events have on the current and expected future prices of oil and natural gas.

There was substantial volatility in drilling rig demand during 2008. During the first nine months of the year, jackup rig demand remained strong and continued to meet or exceed supply in all major geographic regions. Record high oil and natural gas prices resulted in increased exploration and development spending by oil and gas companies. Day rates during the first nine months of 2008 were near record levels for most rig classes, utilization remained high and drilling contracts generally contained favorable terms and conditions for drilling companies.

However, as the year came to a close, deterioration of the global economy, tightening credit markets and significant declines in oil and natural gas prices led to an abrupt reduction in demand for jackup rigs. Day rates softened as contractors attempted to lock-in drilling programs and maintain their existing contract backlog amid growing concerns over financing, declining oil and natural gas prices and pressure from operators to reduce day rates. The global financial crisis coupled with substantial volatility in oil and natural gas prices has created uncertainty regarding drilling programs and jackup rig demand for 2009 and beyond.

Despite the global financial crisis and the decline in oil and natural gas prices, demand for ultra-deepwater semisubmersible rigs remained high throughout 2008 on a worldwide basis. Intense competition among oil and gas companies to contract ultra-deepwater semisubmersible rigs resulted in record high day rates. Given that deepwater projects are typically more expensive and longer in duration than shallow-water jackup projects, deepwater operators tend to take a longer-term view of the global economy and oil and natural gas prices. We do not expect day rates for ultra-deepwater semisubmersible rigs to be as adversely impacted by declining rig demand as other rig classes and expect oil and gas companies to sustain their investment in deepwater projects resulting in continued high utilization levels during 2009.

Since factors that affect offshore exploration and development spending are beyond our control and because rig demand can change quickly, it is difficult for us to predict future industry conditions, demand trends or future operating results. Periods of low rig demand often result in excess rig supply, which generally results in reductions in utilization levels and day rates; periods of high rig demand often result in a shortage of rigs, which generally results in increased utilization levels and day rates.

Drilling Rig Supply

During the past several years, the supply of available jackup and semisubmersible rigs has been unable to meet the increasing demand of oil and gas companies on a global basis. As a result of this global supply and demand imbalance, various industry participants ordered the construction of over 180 new jackup and semisubmersible rigs, over 60 of which were delivered during the last three years. Approximately 60 additional jackup and semisubmersible rigs are scheduled for delivery in 2009.

The new rig deliveries scheduled for 2009 include over 30 jackup rigs, the majority of which are not contracted for work upon delivery from the shipyard. These new drilling rigs will increase supply and likely reduce utilization and day rates as rigs are absorbed into the active fleet, especially in light of the recent decline in oil and natural gas prices and jackup rig demand. However, the current supply of jackup rigs is limited and it is time consuming to move offshore rigs between markets. Accordingly, as demand changes in a particular market, the supply of rigs may not adjust quickly. Utilization and day rates in specific markets could fluctuate significantly while utilization and day rates in other markets may be relatively unaffected. Additionally, several rig construction cancellations have been recently announced and the tightening credit market has created substantial uncertainty as to whether construction of other rigs will be completed.

Newbuild deliveries scheduled for 2009 include over 20 semisubmersible rigs, the majority of which are contracted for work upon delivery from the shipyard. Demand continues to exceed the supply of semisubmersible rigs, and it is expected that newbuild semisubmersible rigs will be absorbed into the market, perhaps without significant effect on utilization and day rates.

The limited availability of insurance for certain perils in some geographic regions and rig loss or damage due to hurricanes, blowouts, craterings, punchthroughs and other operational events may impact the supply of jackup or semisubmersible rigs in a particular market and cause fluctuations in rig demand, utilization and day rates.

Newbuild rigs scheduled for delivery in 2009 and beyond will require skilled personnel to operate. Notwithstanding the global economic downturn, we may be required to maintain or increase existing levels of compensation to retain our skilled workforce. Although competition for skilled labor has not materially affected us to date, competition for such personnel could increase our future operating expenses or impact our ability to fully staff and operate our rigs.

BUSINESS ENVIRONMENT

Deepwater

Demand for ultra-deepwater semisubmersible rigs on a worldwide basis continues to outpace supply resulting in high utilization levels and day rates. It is anticipated that oil and gas companies will sustain their investment in deepwater projects, resulting in near full utilization for the worldwide ultra-deepwater semisubmersible rig fleet for the foreseeable future. Although we do not anticipate day rates dropping significantly, the ability to sustain current day rates will depend in large part on the length and magnitude of the current global economic crisis and on oil and natural gas prices.

In addition to the ENSCO 8500, which is projected to commence a four-year contract in April 2009, we have six ENSCO 8500 Series® rigs under construction with scheduled delivery dates during the second quarter of 2009, the first and fourth quarters of 2010, the second half of 2011 and the first and second half of 2012. Three of the six ENSCO 8500 Series® rigs under construction have secured long-term drilling contracts in the Gulf of Mexico. Our ENSCO 7500 ultra-deepwater semisubmersible rig is currently mobilizing from the Gulf of Mexico to Australia and is expected to commence operations under a new contract in April 2009.

Asia Pacific

Jackup rig drilling contracts in the Asia Pacific region historically have been for substantially longer durations than those in other geographic regions. Since day rates for such contracts generally are fixed, or fixed subject to adjustment for variations in the contractor's costs, our Asia Pacific operations generally are not subject to the same level of day rate volatility as other regions where shorter term contracts are more prevalent. During 2006, demand for jackup rigs exceeded the supply of available rigs resulting in high jackup rig utilization levels and increasing day rates. During 2007, the prevailing demand, coupled with limited rig availability, enabled drilling contractors to continue experiencing high utilization and day rates.

During 2008, day rates stabilized and utilization levels remained high as increased rig demand was largely offset by new rig deliveries. The tightening credit market, coupled with the precipitous decline in oil and natural gas prices during the latter half of 2008, will negatively impact rig demand during 2009. Some of the new rig deliveries that were scheduled to occur during 2009 may be delayed or cancelled, and it is unclear the extent to which new rig deliveries will impact rig supply in the region. However, we anticipate that rig supply will exceed demand during 2009 which, coupled with reduced demand, is expected to result in a reduction in utilization and day rates.

Europe/Africa

Our Europe/Africa offshore drilling operations are mainly conducted in northern Europe where moderate duration jackup rig contracts are prevalent. During 2006, oil and gas companies increased their spending as a result of higher oil and natural gas prices. In addition, a strong backlog of firm commitments and contract extension options in northern Europe resulted in little or no jackup rig availability. This supply and demand imbalance resulted in near full utilization and a substantial increase in day rates. During 2007, oil and gas companies continued to increase their spending in this region, and the additional demand coupled with limited supply increased day rates further.

During 2008, shortfalls in rig availability continued, causing a slight increase in day rates over the prior year and sustained high utilization levels. However, the decline in oil and natural gas prices during the latter half of 2008 resulted in several cancelled tenders and unexercised contract extension options. In addition to declining rig demand, a limited number of newbuild jackup rigs are expected to be added to the region in the near term. We anticipate that these factors will lead to a reduction in utilization and day rates during 2009.

Many of our jackup rig contracts in the Europe/Africa and Asia Pacific regions contain cost adjustment provisions. These provisions are designed to protect our operating margin during times when contract drilling expenses are increasing. The cost adjustment provisions usually result in an increase in contract day rates or cost reimbursement to offset operating cost increases since the inception of a contract and may also include rate adjustment provisions addressing rate reductions in the event of a decrease in operating costs. A small portion of our average day rate increases realized in the Europe/Africa and Asia Pacific regions during recent years were attributable to contractual cost adjustment provisions.

North and South America

Our North and South America offshore drilling operations are mainly conducted in the Gulf of Mexico where jackup rig contracts are normally entered into for relatively short durations and day rates are adjusted to current market rates upon contract renewal. Therefore, day rates in this region are more volatile than in regions where longer duration contracts are more prevalent.

Day rates increased during the first half of 2006 as drilling contractors relocated rigs out of the Gulf of Mexico to take advantage of longer duration international contracts. However, day rates began to moderate in the second half of the year due to a decrease in demand, as oil and gas companies focused their exploration and development efforts elsewhere. During 2007, demand continued to decline and day rates softened as a result of competition for work among drilling contractors. Oil and gas companies continued to shift their focus to more economically attractive prospects in the deeper waters of the Gulf of Mexico and elsewhere. As a result, jackup rig demand declined further, resulting in an adverse effect on utilization and day rates.

Demand for jackup rigs in the Gulf of Mexico stabilized during 2008, and jackup rig supply continued to decline as rigs were relocated to more economically attractive regions. As a result, utilization levels and day rates began to improve during the first half of the year. In September 2008, Hurricane Gustav and Hurricane Ike forced more than two weeks of work stoppages and damaged or destroyed several rigs and platforms in the Gulf of Mexico, including the total loss of ENSCO 74, thereby reducing the supply of available jackup rigs. However, we anticipate that the deterioration of the global economy and decline in oil and natural gas prices will negatively impact jackup rig demand. Despite the reduced supply of available jackup rigs, we expect a reduction in utilization and day rates during 2009.

Our North and South America offshore drilling operations are also conducted in Mexico and Venezuela. During 2007 and 2008, demand for rigs increased as the national oil company in Mexico increased its drilling requirements in an attempt to offset continued depletion of its major oil and natural gas fields. As a result, drilling contractors obtained pricing at international day rates. Demand for jackup rigs in Mexico remains high despite the recent deterioration in the global economy and decline in oil and natural gas prices. Future day rates will depend on the magnitude of the national oil company in Mexico's short-term drilling requirements and the availability of drilling rigs from other markets.

The jackup market in Venezuela is limited and drilling in the region is mostly contracted through PDVSA, the national oil company of Venezuela. PDVSA subsidiaries lack funding and generally have not been paying their contractors and service providers. It is uncertain how long, and to what extent, the current environment in Venezuela will impact the offshore drilling industry in the region. Additional information on risks associated with our Venezuelan operations is presented in "Item 1A. Risk Factors."

RESULTS OF OPERATIONS

The following table summarizes our consolidated operating results for each of the years in the three-year period ended December 31, 2008 (in millions):

	2008			2007		2006

Revenues	$	2,450.4		$	2,088.6	$	1,769.8
Operating expenses
Contract drilling (exclusive of depreciation)		800.5			671.2		564.8
Depreciation		189.5			180.2		171.1
General and administrative		53.8			59.5		44.6

Operating income		1,406.6			1,177.7		989.3
Other income (expense), net		(4.2	)		37.8		(5.9	)
Provision for income taxes		242.4			248.3		243.0

Income from continuing operations		1,160.0			967.2		740.4
(Loss) income from discontinued operations, net		(9.2	)		24.8		28.7
Cumulative effect of accounting change, net		--			--		.6

Net income	$	1,150.8		$	992.0	$	769.7

During 2008, revenues increased by $361.8 million, or 17%, and operating income increased by $228.9 million, or 19%, as compared to 2007. The increases were primarily due to improved average day rates earned by our international jackup and ultra-deepwater semisubmersible rigs and improved utilization of our Gulf of Mexico jackup rigs. The increase in operating income was partially offset by increased personnel costs and repair and maintenance expense across the majority of our fleet.

During 2007, revenues increased by $318.8 million, or 18%, and operating income increased by $188.4 million, or 19%, as compared to 2006. The increases were primarily due to improved average day rates earned by our international jackup rigs, partially offset by a reduction in average day rates earned by, and utilization of, our Gulf of Mexico jackup rigs.

Oil and natural gas prices have declined substantially in recent months due primarily to a decrease in demand for oil and natural gas resulting from the deteriorating global economy. Some of our current and prospective customers are deferring and/or curtailing drilling programs, which will result in a reduction in demand for drilling rigs and a decline in utilization and day rates. While we have significant contract backlog during 2009, if current economic conditions persist, we believe it is unlikely the revenue and operating income levels achieved during 2008 and 2007 will be sustained.

Rig Locations, Utilization and Average Day Rates

As discussed below, we manage our business through four operating segments. However, our rigs are mobile and our jackup rigs frequently move between our geographic region segments. The following table summarizes our offshore drilling rigs by segment as of December 31, 2008, 2007 and 2006:

	2008	2007	2006

Deepwater⁽¹⁾	2	1	1
Asia Pacific⁽²⁾	20	20	19
Europe/Africa⁽³⁾	10	10	9
North and South America⁽³⁾	14	14	15
Under construction⁽¹⁾⁽²⁾⁽⁴⁾	6	4	4

Total⁽⁵⁾	52	49	48

⁽¹⁾

During the third quarter of 2008, we accepted delivery of ENSCO 8500 and mobilized the rig to the Gulf of Mexico. The rig is currently undergoing deepwater sea trials and is expected to commence operations in the Gulf of Mexico under a four-year contract in April 2009.

⁽²⁾

Upon completion of its construction during 2007, we accepted delivery of ENSCO 108, an ultra-high specification jackup rig that commenced drilling operations in Indonesia.

⁽³⁾

During 2007, we mobilized ENSCO 105 from the Gulf of Mexico to Tunisia.

⁽⁴⁾

During 2007, we entered into an agreement to construct ENSCO 8503 with delivery expected during the fourth quarter of 2010. During 2008, we entered into agreements to construct ENSCO 8504, ENSCO 8505 and ENSCO 8506 with deliveries expected during the second half of 2011 and the first and second half of 2012, respectively.

⁽⁵⁾

The total number of rigs for each period excludes rigs reclassified as discontinued operations.

The following table summarizes our rig utilization and average day rates from continuing operations by operating segment for each of the years in the three-year period ended December 31, 2008:

	2008	2007	2006


Rig utilization⁽¹⁾
Deepwater	95%	97%	87%
Asia Pacific (3)	95%	99%	98%
Europe/Africa	96%	93%	100%
North and South America	97%	79%	90%

Total	96%	91%	95%


Average day rates ⁽²⁾
Deepwater	$334,688	$199,432	$191,163
Asia Pacific (3)	152,981	131,384	89,568
Europe/Africa	221,164	198,551	149,072
North and South America	101,534	104,318	121,637

Total	$155,150	$140,984	$115,868

(1)

Rig utilization is derived by dividing the number of days under contract, including days associated with compensated mobilizations, by the number of days in the period.

(2)

Average day rates are derived by dividing contract drilling revenues, adjusted to exclude certain types of non-recurring reimbursable revenues and lump sum revenues, by the aggregate number of contract days, adjusted to exclude contract days associated with certain mobilizations, demobilizations, shipyard contracts and standby contracts.

(3)

Rig utilization and average day rates for the Asia Pacific operating segment include our jackup rigs only. The ENSCO I barge rig has been excluded.

Detailed explanations of our operating results, including discussions of revenues, contract drilling expense and depreciation expense by operating segment, are provided below.

Operating Income

We are in the process of developing a fleet of ultra-deepwater semisubmersible rigs. In connection therewith, we contracted Keppel FELS Limited ("KFELS"), a major international shipyard based in Singapore, to construct seven ultra-deepwater semisubmersible rigs (the "ENSCO 8500 Series®"). ENSCO 8500 was delivered by KFELS in September 2008 and arrived in the Gulf of Mexico in mid-December 2008. The rig is currently undergoing deepwater sea trials and is projected to commence operations under a four-year contract in April 2009. In connection with the arrival of our first ENSCO 8500 Series® rig, we reorganized the management of our operations, establishing a separate business unit to manage our fleet of ultra-deepwater semisubmersible rigs.

The following tables summarize our operating income for each of the years in the three-year period ended December 31, 2008. General and administrative expense and depreciation expense incurred by our corporate office are not allocated to our operating segments for purposes of measuring segment operating income and were included in "Reconciling Items."

Year Ended December 31, 2008
(in millions)

				North
				and	Operating
		Asia	Europe/	South	Segments	Reconciling	Consolidated
	Deepwater	Pacific	Africa	America	Total	Items	Total

Revenue	$ 84.4	$1,052.9	$804.1	$509.0	$2,450.4	$ --	$2,450.4
Operating expenses Contract drilling (exclusive of depreciation)	31.2	321.9	246.7	200.7	800.5	--	800.5
Depreciation	9.1	85.2	43.0	50.3	187.6	1.9	189.5
General and administrative	--	--	--	--	--	53.8	53.8

Operating income	$ 44.1	$ 645.8	$514.4	$258.0	$1,462.3	$ (55.7)	$1,406.6

Total assets	$1,759.9	$1,327.7	$806.7	$773.1	$4,667.4	$1,162.7	$5,830.1
Capital expenditures	657.8	42.6	22.7	46.3	769.4	2.7	772.1

Year Ended December 31, 2007
(in millions)

				North
				and	Operating
		Asia	Europe/	South	Segments	Reconciling	Consolidated
	Deepwater	Pacific	Africa	America	Total	Items	Total

Revenue	$ 72.8	$ 912.7	$670.8	$432.3	$2,088.6	$ --	$2,088.6
Operating expenses Contract drilling (exclusive of depreciation)	28.8	271.9	208.4	162.1	671.2	--	671.2
Depreciation	9.3	81.1	40.4	45.3	176.1	4.1	180.2
General and administrative	--	--	--	--	--	59.5	59.5

Operating income	$ 34.7	$ 559.7	$422.0	$224.9	$1,241.3	$ (63.6)	$1,177.7

Total assets	$973.8	$1,386.6	$773.6	$808.8	$3,942.8	$1,026.0	$4,968.8
Capital expenditures	352.4	50.6	22.0	93.0	518.0	1.4	519.4

Year Ended December 31, 2006
(in millions)

				North
				and	Operating
		Asia	Europe/	South	Segments	Reconciling		Consolidated
	Deepwater	Pacific	Africa	America	Total	Items		Total

Revenue	$ 60.9	$ 585.5	$497.1	$626.3	$1,769.8	$ --		$1,769.8
Operating expenses Contract drilling (exclusive of depreciation)	26.3	226.0	158.0	154.5	564.8	--		564.8
Depreciation	8.9	75.3	36.4	46.8	167.4	3.7		171.1
General and administrative	--	--	--	--	--	44.6		44.6

Operating income	$ 25.7	$ 284.2	$302.7	$425.0	$1,037.6	$ (48.3	)	$ 989.3

Total assets	$564.6	$1,358.6	$640.4	$891.7	$3,455.3	$879.1		$4,334.4
Capital expenditures	299.5	128.9	9.5	88.0	525.9	2.0		527.9

Deepwater

During 2008, Deepwater revenues increased by $11.6 million, or 16%, as compared to 2007. The increase in revenues was primarily due to a 68% increase in the ENSCO 7500 average day rate, partially offset by the deferral of ENSCO 7500 revenue during the fourth quarter. In October 2008, we amended our existing drilling contract and agreed to relocate the rig to Australia where we will commence drilling operations in April 2009 at a day rate of approximately $550,000. Revenues earned during the mobilization period are being deferred and will be recognized ratably upon commencement of drilling operations through September 2010, the end of the firm commitment period of the contract. Contract drilling expense increased by $2.4 million, or 8%, as compared to 2007, primarily due to increased personnel costs and repair and maintenance expense, partially offset by the deferral of costs during the mobilization of ENSCO 7500 to Australia. The increase in personnel costs was due to the staffing of an office in Houston, Texas during 2008 to support our newly established Deepwater business unit and increased ENSCO 7500 staffing levels to facilitate training in preparation for delivery of our ENSCO 8500 Series® rigs.

During 2007, Deepwater revenues increased by $11.9 million, or 20%, as compared to 2006. The increase in revenues was primarily due to a 4% increase in the ENSCO 7500 average day rate, which resulted from a cost escalation rate adjustment provision in the contract, and an increase in utilization to 97% from 87% during the prior year, as ENSCO 7500 was idle for approximately one month in the prior year while undergoing minor enhancement and contract preparatory work. Contract drilling expense increased by $2.5 million, or 10%, as compared to 2006, primarily due to increased personnel costs and reimbursable expense, partially offset by a reduction in repair and maintenance expense.

Asia Pacific

During 2008, Asia Pacific revenues increased by $140.2 million, or 15%, as compared to 2007. The increase in revenues was primarily due to a 16% increase in jackup rig average day rates and the increased size of our Asia Pacific fleet, partially offset by a decline in jackup rig utilization to 95% from 99% during the prior year. The increase in average day rates resulted from stronger demand due to higher levels of spending by oil and gas companies coupled with limited rig availability in the region. The addition of ENSCO 108 to the fleet in the first quarter of 2007 resulted in an additional $28.1 million of revenues and $4.8 million of contract drilling expense during 2008 as compared to the prior year. The decline in utilization was the result of scheduled maintenance projects on ENSCO 53, ENSCO 54, ENSCO 56, ENSCO 57 and ENSCO 96. Contract drilling expense increased by $50.0 million, or 18%, as compared to 2007, primarily due to increased personnel costs and increased repair and maintenance expense associated with the aforementioned maintenance projects, and to a lesser extent, the addition of ENSCO 108 to the fleet. Depreciation expense increased by $4.1 million, or 5%, as compared to 2007. The increase was primarily attributable to depreciation associated with ENSCO 108, depreciation associated with ENSCO 96 and ENSCO 104 capital enhancement projects completed during the fourth quarter of 2007 and depreciation on minor upgrades and improvements to our Asia Pacific fleet completed during 2007 and 2008.

During 2007, Asia Pacific revenues increased by $327.2 million, or 56%, as compared to 2006. The increase in revenues was primarily due to a 47% increase in jackup rig average day rates and the increased size of our Asia Pacific fleet. The increase in average day rates resulted from stronger demand due to higher levels of spending by oil and gas companies coupled with limited rig availability in the region. The addition of ENSCO 84 and ENSCO 108 to the fleet resulted in an additional $101.5 million of revenues and $21.2 million of contract drilling expense during 2007 as compared to the prior year. ENSCO 84 mobilized to the region in late September 2006, and ENSCO 108 was delivered by a shipyard during the first quarter of 2007. Contract drilling expense increased by $45.9 million, or 20%, as compared to 2006, primarily due to the increased size of our Asia Pacific fleet. Excluding the impact of the two additional rigs, contract drilling expense increased by $24.7 million, or 11%, as compared to the prior year, primarily due to increased personnel costs and repair and maintenance expense. The increase was partially offset by a $2.7 million estimated loss recognized in the prior year related to damage sustained by ENSCO 107 while pre-loading on a drilling location offshore Vietnam. Depreciation expense increased by $5.8 million, or 8%, as compared to 2006. The increase was primarily attributable to depreciation associated with ENSCO 108 and ENSCO 84 and depreciation on minor upgrades and improvements to our Asia Pacific fleet completed during 2006 and 2007.

Europe/Africa

During 2008, Europe/Africa revenues increased by $133.3 million, or 20%, as compared to 2007. The increase in revenues was primarily attributable to an 11% increase in average day rates, an increase in utilization to 96% from 93% during the prior year and the relocation of ENSCO 105 to the region during 2007. The increase in average day rates was attributable to limited rig availability in the region coupled with improved demand resulting from increased spending by oil and gas companies. The increase in utilization was primarily due to the mobilization of ENSCO 100 from Nigeria to the North Sea during the prior year. The relocation of ENSCO 105 to the Europe/Africa region during the second quarter of 2007 contributed an additional $30.5 million of revenues and $9.0 million of contract drilling expense as compared to the prior year. Contract drilling expense increased by $38.3 million, or 18%, as compared to 2007, primarily due to increased mobilization and repair and maintenance expense, the addition of ENSCO 105 to the fleet and increased personnel costs, partially offset by a reduction in reimbursable expense. Depreciation expense increased by $2.6 million, or 6%, as compared to 2007. The increase was primarily attributable to depreciation associated with the ENSCO 85 capital enhancement project completed during the first quarter of 2008, depreciation associated with ENSCO 105 and depreciation on minor upgrades and improvements to our Europe/Africa fleet completed during 2007 and 2008.

During 2007, Europe/Africa revenues increased by $173.7 million, or 35%, as compared to 2006. The increase in revenues was primarily attributable to the addition of ENSCO 105 to our Europe/Africa jackup fleet during the first quarter of 2007 and a 33% increase in average day rates, partially offset by a decrease in utilization to 93% from 100% during the prior year. The addition of ENSCO 105 contributed an additional $55.7 million of revenues and $21.0 million of contract drilling expense during 2007 as compared to the prior year. The improvement in average day rates was attributable to improved demand resulting from increased spending by oil and gas companies. The decline in utilization was primarily due to the mobilization of ENSCO 100 from Nigeria to the North Sea, which commenced in August 2007. Contract drilling expense increased by $50.4 million, or 32%, as compared to 2006, primarily due to the addition of ENSCO 105 to the Europe/Africa fleet, $5.5 million of costs associated with the departure of ENSCO 100 from Nigeria and a $4.2 million increase in reimbursable costs associated with ENSCO 100. Excluding the impact of the aforementioned items, contract drilling expense increased by $19.7 million, or 12%, as compared to the prior year due to increased personnel costs and repair and maintenance expense, partially offset by a reduction in fleet-wide mobilization expense. Depreciation expense increased by $4.0 million, or 11%, as compared to 2006. The increase was primarily attributable to depreciation associated with ENSCO 105 and depreciation on minor upgrades and improvements to our Europe/Africa fleet completed during 2006 and 2007.

North and South America

During 2008, North and South America revenues increased by $76.7 million, or 18%, as compared to 2007. The increase in revenues was primarily due to an increase in utilization to 97% from 79% during the prior year, partially offset by a 3% decline in average day rates. The increase in utilization was attributable to decreased rig supply, as drilling contractors mobilized rigs to international locations, and an increase in customer demand. Although we realized day rate increases during the majority of 2008, day rates earned during the current year were generally lower than day rates earned during the early portions of 2007. The increase in revenues was also partially offset by ENSCO 105, which generated $7.1 million of revenues and $2.1 million of contract drilling expense during the first quarter of 2007 prior to relocation from the region. Contract drilling expense increased by $38.6 million, or 24%, as compared to 2007, primarily due to increased personnel costs, a $13.8 million bad debt provision recorded during the fourth quarter of 2008 related to our operations in Venezuela and the impact of increased utilization, partially offset by decreased mobilization expense and the relocation of ENSCO 105 during the prior year. Depreciation expense increased by $5.0 million, or 11%, as compared to 2007. The increase was primarily attributable to depreciation associated with the ENSCO 83 and ENSCO 93 capital enhancement projects completed during the second quarter of 2007 and first quarter of 2008, respectively, and depreciation on minor upgrades and improvements to our North and South America fleet completed during 2007 and 2008, partially offset by the reduced size of our North and South America fleet.

During 2007, North and South America revenues decreased by $194.0 million, or 31%, as compared to 2006. The decrease in revenues was partially due to the reduced size of our North and South America fleet as ENSCO 105 relocated from the Gulf of Mexico during the first quarter of 2007 and ENSCO 84 relocated from the region during the third quarter of 2006. Excluding the impact of ENSCO 105 and ENSCO 84, revenues decreased by $126.0 million, or 23%, as compared to the prior year. A 14% decrease in average day rates and a decline in utilization to 79% from 90% during 2006 also contributed to the reduction in revenues from the prior year. The decrease in average day rates and utilization was due to a decline in demand by oil and gas companies as they reduced spending on shallow water drilling in the region. Contract drilling expense increased by $7.6 million, or 5%, as compared to 2006. Excluding the impact of the two rigs relocated from the region, contract drilling expense increased by $23.2 million, or 17%, primarily due to increased personnel costs, insurance costs and repair and maintenance expense. Depreciation expense declined by $1.5 million, or 3%, as compared to 2006. The decrease was primarily attributable to the reduced size of our North and South America fleet, offset by depreciation on capital enhancement and upgrade projects completed during 2006 and 2007.

Other

During 2008, general and administrative expense decreased by $5.7 million, or 10%, as compared to 2007. The decline was primarily attributable to a $11.3 million expense incurred during the prior year in connection with a retirement agreement with our former Chairman and Chief Executive Officer ("CEO"), partially offset by increased professional fees and personnel costs and costs associated with our 2008 branding initiative.

During 2007, general and administrative expense increased by $14.9 million, or 33%, as compared to 2006. The increase was primarily attributable to the aforementioned retirement agreement with our former CEO and an increase in professional fees, personnel costs and share-based compensation expense as compared to the prior year.

Other Income (Expense)

The following table summarizes other income (expense) for each of the years in the three-year period ended December 31, 2008 (in millions):

	2008			2007			2006

Interest income	$	14.0		$	26.3		$	14.9
Interest expense, net:
Interest expense		(21.6	)		(32.3	)		(35.4	)
Capitalized interest		21.6			30.4			18.9

		--			(1.9	)		(16.5	)
Other, net		(18.2	)		13.4			(4.3	)

	$	(4.2	)	$	37.8		$	(5.9	)

During 2008, interest income declined as compared to the prior year due to lower average interest rates, partially offset by an increase in cash balances invested. During 2007, interest income increased as compared to the prior year due to an increase in cash balances invested.

Our interest expense declined during 2008 and 2007 as compared to their respective prior years due to a decline in outstanding debt over these periods. Capitalized interest declined during 2008 due to the significant reduction in interest expense incurred as compared to the prior year. All interest expense incurred during 2008 was capitalized. Capitalized interest during 2007 increased as compared to 2006 due to an increase in the amount invested in our new rig construction projects.

Foreign currency translation adjustments and foreign currency transaction gains and losses, including certain gains and losses on derivative instruments, were included in other, net, on our consolidated statements of income. Other, net, included $10.4 million of net foreign currency exchange losses, $9.2 million of net foreign currency exchange gains and $2.8 million of net foreign currency exchange losses during 2008, 2007 and 2006, respectively.

During 2008, other, net, also included an unrealized loss of $8.1 million associated with the valuation of our auction rate securities. Our fair value measurements are discussed in Note 8 to our consolidated financial statements. During 2007, other, net, also included a $3.1 million net gain resulting from the settlement of litigation we initiated in relation to a non-operational dispute with a third party service provider.

Provision for Income Taxes

Income tax rates imposed in the tax jurisdictions in which our non-U.S. subsidiaries conduct operations vary, as does the tax base to which the rates are applied. In some cases, tax rates may be applicable to gross revenue, statutory or negotiated deemed profits or other bases utilized under local tax laws, rather than to net income. In addition, our drilling rigs frequently move from one tax jurisdiction to another. As a result, our consolidated effective income tax rate may vary substantially from one reporting period to another, depending on the relative components of our earnings generated in tax jurisdictions with higher tax rates or lower tax rates.

Income tax expense was $242.4 million, $248.3 million and $243.0 million during the years ended December 31, 2008, 2007 and 2006, respectively. The effective income tax rates during the years ended December 31, 2008, 2007 and 2006 were 17.3%, 20.4% and 24.7%, respectively. The decrease in effective income tax rates was due primarily to an increase in earnings generated by non-U.S. subsidiaries whose earnings are being permanently reinvested and taxed at lower rates.

Discontinued Operations

In September 2008, ENSCO 74 was lost as a result of Hurricane Ike and is now presumed to have sunk in the Gulf of Mexico. Portions of the rig's legs remain underwater adjacent to the customer's platform, and the hull has not been located despite search efforts by us and third parties. Management concluded the rig was a total loss under the terms of our insurance policies based on the condition of the legs and the inability to locate the rig's hull.

We recognized a $36.2 million pre-tax loss in connection with the disposal of ENSCO 74, which was included in loss (gain) on disposal of discontinued operations, net, in the consolidated statement of income for the year ended December 31, 2008. The operating results of ENSCO 74 were reclassified as discontinued operations in the consolidated statements of income for each of the years in the three-year period ended December 31, 2008. See Note 11 to our consolidated financial statements for discussion of our insurance coverage and a summary of the pre-tax loss on disposal of discontinued operations.

In January 2006, we effectively sold the ENSCO 29 platform rig by transferring beneficial ownership to our insurance underwriters after concluding the rig was a total loss under our insurance policies subsequent to sustaining substantial damage during Hurricane Katrina. Additionally, we sold the ENSCO 25 platform rig in December 2006. The operating results of ENSCO 29 and ENSCO 25 were reclassified as discontinued operations in the consolidated statement of income for the year ended December 31, 2006.

The following table summarizes (loss) income from discontinued operations for each of the years in the three-year period ended December 31, 2008 (in millions):


	2008	2007	2006

Revenues	$ 36.2	$55.2	$58.6
Operating expenses	14.1	17.0	25.5

Operating income before income taxes	22.1	38.2	33.1
Income tax expense	7.8	13.4	11.6
(Loss) gain on disposal of discontinued operations, net	(23.5)	--	7.2

(Loss) income from discontinued operations	$ (9.2)	$24.8	$28.7

Fair Value Measurements

On January 1, 2008, we adopted SFAS No. 157, "Fair Value Measurements" ("SFAS 157"), as it relates to financial assets and liabilities. SFAS 157 refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. Our auction rate securities were measured at fair value as of December 31, 2008 using significant Level 3 inputs as defined by SFAS 157. See Note 8 to our consolidated financial statements for additional information on the fair value hierarchy under SFAS 157. See Note 2 to our consolidated financial statements for additional information on our auction rate securities, including a description of the securities and underlying collateral, a discussion of the uncertainties relating to their liquidity and our accounting treatment under SFAS No. 115, "Accounting for Certain Debt and Equity Securities (as amended)". As a result of continued auction failures, quoted prices for our auction rate securities did not exist as of December 31, 2008 and, accordingly, we concluded that Level 1 inputs were not available.

We determined that use of a valuation model was the best available technique for measuring the fair value of our auction rate securities. We used an income approach valuation model to estimate the price that would be received in exchange for our auction rate securities in an orderly transaction between market participants ("exit price") as of December 31, 2008. The exit price was derived as the weighted-average present value of expected cash flow over various periods of illiquidity, using a risk-adjusted discount rate that was based on the credit risk and liquidity risk of our auction rate securities.

While our valuation model was based on both Level 2 (credit quality and interest rates) and Level 3 inputs, we determined that the Level 3 inputs were most significant to the overall fair value measurement, particularly the estimates of risk-adjusted discount rates and ranges of expected periods of illiquidity. The valuation model also reflected our intention to hold our auction rate securities until they can be redeemed by issuers, repurchased by brokerage firms or sold in a market that facilitates orderly transactions and our belief that we have the ability to maintain our investment in these securities indefinitely. We reviewed these inputs to our valuation model, evaluated the results and performed sensitivity analysis on key assumptions. Based on our review, we concluded that the fair value measurement of our auction rate securities as of December 31, 2008 was appropriate.

Based on the results of our fair value measurement, we recognized an unrealized loss of $8.1 million for the year ended December 31, 2008, included in other, net, in our consolidated statement of income. The carrying value of our auction rate securities, classified as long-term investments on our consolidated balance sheet, was $64.2 million as of December 31, 2008.

The $8.1 million unrealized loss recognized for the year ended December 31, 2008 resulted primarily from liquidity risk (rather than credit risk) associated with our auction rate securities. We anticipate realizing the par value of our auction rate securities because we intend to hold them until they are redeemed, repurchased or sold in a market that facilitates orderly transactions.

Assets measured at fair value using significant Level 3 inputs constituted 1.2% of our total assets as of December 31, 2008. No assets or liabilities were valued using Level 3 inputs as of December 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

Although our business has historically been very cyclical, we have relied on our cash flow from continuing operations to meet liquidity needs and fund the majority of our cash requirements. We have maintained a strong financial position through the disciplined and conservative use of debt. A substantial amount of our cash flow is invested in the expansion and enhancement of our fleet of drilling rigs in general, and construction of our ENSCO 8500 Series® rigs in particular.

We believe the deteriorating global economic environment and substantial decline in oil and natural gas prices will lead to a decline in jackup rig utilization and day rates in 2009, the extent of which is currently unknown. It is likely that this will result in a decline in our cash flow from operations during the second half of 2009 and during 2010. However, based on our $789.6 million of cash and cash equivalents as of December 31, 2008 and our current contractual backlog, we believe our remaining obligations associated with the construction of the ENSCO 8500 Series® rigs will be funded from existing cash and cash equivalents and future operating cash flow.

During the three-year period ended December 31, 2008, our primary source of cash was an aggregate $3,277.0 million generated from continuing operations. Our primary uses of cash during the same period included an aggregate $1,819.4 million for the construction, enhancement and other improvement of our drilling rigs and $948.3 million for the repurchase of our common stock.

Detailed explanations of our liquidity and capital resources for each of the years in the three-year period ended December 31, 2008 are set forth below.

Cash Flow and Capital Expenditures

Our cash flow from continuing operations and capital expenditures on continuing operations for each of the years in the three-year period ended December 31, 2008 were as follows (in millions):

	2008	2007	2006

Cash flow from continuing operations	$1,140.1	$1,214.1	$922.8


Capital expenditures on continuing operations:
New rig construction	$651.5	$367.7	$379.9
Rig enhancements	33.7	65.0	92.7
Minor upgrades and improvements	86.9	86.7	55.3

	$ 772.1	$ 519.4	$527.9

During 2008, cash flow from continuing operations decreased by $74.0 million, or 6%, as compared to the prior year. The decrease resulted primarily from a $72.3 million investment in trading securities, a $179.7 million increase in cash payments related to contract drilling expenses and a $148.9 million increase in cash payments related to income taxes, partially offset by a $312.2 million increase in cash receipts from drilling services.

During 2007, cash flow from continuing operations increased by $291.3 million, or 32%, as compared to the prior year. The increase resulted primarily from a $379.0 million increase in cash receipts from drilling services, partially offset by a $100.2 million increase in cash payments related to contract drilling expenses.

We continue to expand the size and quality of our drilling rig fleet. During the three-year period ended December 31, 2008, we invested $1,399.1 million in the construction of new drilling rigs and an additional $191.4 million upgrading the capability and extending the service lives of our existing fleet. In addition to the ENSCO 8500, which was delivered in September 2008 and is expected to commence operations in the Gulf of Mexico in April 2009, we added two new ultra-high specification jackup rigs to our fleet during the past three years, ENSCO 107 in January 2006 and ENSCO 108 in March 2007.

During 2008, we entered into agreements with KFELS in Singapore to construct ENSCO 8504, ENSCO 8505 and ENSCO 8506 for estimated total construction costs of $512.0 million, $537.0 million and $560.0 million, respectively. We now have six ENSCO 8500 Series® ultra-deepwater semisubmersible rigs under construction with scheduled delivery dates during the second quarter of 2009, the first and fourth quarters of 2010, the second half of 2011 and the first and second half of 2012. Three of the six ENSCO 8500 Series® rigs under construction have secured long-term drilling contracts in the Gulf of Mexico.

Based on our current projections, we expect capital expenditures during 2009 to include approximately $515.0 million for construction of our ENSCO 8500 Series® rigs, approximately $125.0 million for rig enhancement projects and $100.0 million for minor upgrades and improvements. Depending on market conditions and opportunities, we may make additional capital expenditures to upgrade rigs for customer requirements and construct or acquire additional rigs.

Financing and Capital Resources

Our long-term debt, total capital and long-term debt to total capital ratios as of December 31, 2008, 2007 and 2006 are summarized below (in millions, except percentages):

	2008	2007	2006

Long-term debt	$ 274.3	$ 291.4	$ 308.5
Total capital^*	4,951.2	4,043.4	3,524.5
Long-term debt to total capital	5.5%	7.2%	8.8%

Total capital includes long-term debt plus stockholders' equity.

We have a $350.0 million unsecured revolving credit facility (the "Credit Facility") with a syndicate of banks that matures in June 2010. We had no amounts outstanding under the Credit Facility as of December 31, 2008, 2007 and 2006. In addition, we filed a Form S-3 Registration Statement with the Securities and Exchange Commission ("SEC") on January 13, 2009, which provides us with the ability to issue debt and/or equity securities. The registration statement was immediately effective and expires in January 2012. We currently maintain an investment grade credit rating of Baa1 from Moody's.

As of December 31, 2008, we had an aggregate $142.7 million outstanding under two separate bond issues guaranteed by the United States Maritime Administration ("MARAD") that require semiannual principal and interest payments. We also make semiannual interest payments on $150.0 million of 7.20% debentures due in 2027.

In March 2006, our Board of Directors authorized the repurchase of up to $500.0 million of our outstanding common stock. In August 2007, following completion of the authorized repurchase, our Board of Directors approved the 2007 authorization to repurchase an additional $500.0 million of our outstanding common stock. In September 2008, our Board of Directors approved the 2008 authorization to repurchase an additional $500.0 million of our outstanding common stock.

From inception of our stock repurchase programs in March 2006 through December 31, 2007, we repurchased an aggregate 12.8 million shares at a cost of $681.6 million (an average cost of $53.05 per share). During the first nine months of 2008, we repurchased 3.7 million shares of our common stock at a cost of $256.0 million (an average cost of $69.92 per share) under the 2007 authorization. No shares were repurchased under our stock repurchases programs during the fourth quarter. As of December 31, 2008, $562.4 million remained available for repurchases of our outstanding common stock under the 2007 and 2008 authorizations.

Contractual Obligations

We have various contractual commitments related to our new rig construction agreements, debt and operating leases. We expect to fund these commitments from our existing cash and cash equivalents and future operating cash flow. The actual timing of our new rig construction payments may vary based on the completion of various construction milestones, which are beyond our control. The table below summarizes our significant contractual obligations as of December 31, 2008 and the periods in which such obligations are due (in millions):

		Payments due by period
				2010		2012
				and		and		After
		2009		2011		2013		2013		Total

New rig construction agreements	$	393.5	$	1,009.3	$	202.4	$	--	$	1,605.2
Principal payments on long-term debt		17.2		34.4		34.4		206.7		292.7
Interest payments on long-term debt		18.7		34.3		30.3		158.3		241.6
Operating leases		6.7		4.2		2.8		6.5		20.2

Total contractual obligations	$	436.1	$	1,082.2	$	269.9	$	371.5	$	2,159.7

Our contractual obligations table does not include unrecognized tax benefits. We adopted the recognition and disclosure provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"), on January 1, 2007 and had $26.8 million of unrecognized tax benefits as of December 31, 2008. Substantially all of our unrecognized tax benefits related to uncertain tax positions that were not under review by taxing authorities. Therefore, we are unable to specify the future periods in which we may be obligated to settle such amounts.

Additionally, our contractual obligations table does not include derivative instruments. As of December 31, 2008, we had foreign currency forward contracts outstanding to exchange an aggregate $474.1 million U.S. dollars for various foreign currencies, including $298.5 million for Singapore dollars. As of December 31, 2008, our consolidated balance sheet included net foreign currency derivative liabilities of $20.3 million. All of our outstanding foreign currency forward contracts mature during the next three years.

Liquidity

Our liquidity position as of December 31, 2008, 2007 and 2006 is summarized below (in millions, except ratios):

	2008	2007	2006

Cash and cash equivalents	$789.6	$629.5	$565.8
Working capital	973.0	625.8	602.3
Current ratio	3.3	2.2	2.6

We believe the deteriorating global economic environment and substantial decline in oil and natural gas prices is likely to result in a decline in our cash flow from operations during the second half of 2009 and during 2010. Based on our $789.6 million of cash and cash equivalents as of December 31, 2008 and our current contractual backlog, we believe the remaining $1,605.2 million of contractual obligations associated with the construction of the ENSCO 8500 Series® rigs will be funded from existing cash and cash equivalents and future operating cash flow.

We expect to fund our short-term liquidity needs, including approximately $785.0 million of contractual obligations and anticipated capital expenditures, as well as any dividends, stock repurchases or working capital requirements, from our cash and cash equivalents and operating cash flow. We expect to fund our long-term liquidity needs, including contractual obligations, anticipated capital expenditures and dividends, from our cash and cash equivalents, investments, operating cash flow and, if necessary, funds borrowed under our $350.0 million unsecured revolving credit facility or other future financing arrangements.

In addition to $789.6 million of cash and cash equivalents, we also held $72.3 million (par value) of investments in auction rate securities as of December 31, 2008, which were classified as long-term investments on our consolidated balance sheet. Although we acquired these securities with the intention of selling them in the near term, we plan to hold them until they can be redeemed by issuers, repurchased by brokerage firms or sold in a market that facilitates orderly transactions. We do not expect to experience liquidity problems if we hold these securities indefinitely. See Note 2 to our consolidated financial statements for additional information on our auction rate securities.

MARKET RISK

We have net assets and liabilities denominated in numerous foreign currencies and use various methods to manage our exposure to foreign currency exchange risk. We predominantly structure our drilling contracts in U.S. dollars, which significantly reduces the portion of our cash flows and assets denominated in foreign currencies. We also employ various strategies, including the use of derivative instruments, to match foreign currency denominated assets with equal or near equal amounts of foreign currency denominated liabilities, thereby minimizing exposure to earnings fluctuations caused by changes in foreign currency exchange rates.

We also utilize derivative instruments to hedge forecasted foreign currency denominated transactions. As of December 31, 2008, we had foreign currency forward contracts outstanding to exchange an aggregate $474.1 million U.S. dollars for various foreign currencies, including $298.5 million for Singapore dollars. We currently have six ultra-deepwater semisubmersible rigs under construction with a major international shipyard in Singapore. As of December 31, 2008, approximately $341.9 million of the aggregate remaining contractual obligations associated with these construction projects was denominated in Singapore dollars of which $291.0 million was hedged through foreign currency forward contracts.

If we were to incur a hypothetical 10% adverse change in foreign currency exchange rates, net unrealized losses associated with our foreign currency denominated assets and liabilities and related foreign currency forward contracts as of December 31, 2008 would approximate $39.2 million, including $30.7 million related to our Singapore dollar exposures. All of our foreign currency forward contracts mature during the next three years.

We have generated substantial cash balances, portions of which are invested in securities that meet our requirements for quality and return. Investment of our cash balances exposes us to market risk. We held $72.3 million (par value) of auction rate securities with a carrying value of $64.2 million as of December 31, 2008. During 2008, auctions for most of our auction rate securities failed. An auction failure, which is not a default in the underlying debt instrument, occurs when there are more sellers than buyers at a scheduled interest rate auction date and parties desiring to sell their auction rate securities are unable to do so. We intend to hold these securities until they can be redeemed by issuers, repurchased by brokerage firms or sold in a market that facilitates orderly transactions and, due to significant uncertainties related to the auction rate securities market, we will be exposed to the risk of changes in the fair value of these securities in future periods.

To measure the fair value of our auction rate securities as of December 31, 2008, we used an income approach valuation model to estimate the price that would be received in exchange for our auction rate securities in an orderly transaction between market participants ("exit price"). The exit price was derived as the weighted-average present value of expected cash flow over various periods of illiquidity, using a risk-adjusted discount rate that was based on the credit risk and liquidity risk of our auction rate securities. If we were to incur a hypothetical 10% adverse change in the periods of illiquidity and a 10% adverse change in the risk-adjusted discount rate, the additional net unrealized loss on our auction rates securities as of December 31, 2008 would approximate $2.4 million. See Note 2 to our consolidated financial statements for additional information on our auction rate securities and Note 8 to our consolidated financial statements for more information on our fair value measurements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires our management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our significant accounting policies are included in Note 1 to our consolidated financial statements. These policies, along with our underlying judgments and assumptions made in their application, have a significant impact on our consolidated financial statements. We identify our critical accounting policies as those that are the most pervasive and important to the portrayal of our financial position and operating results, and that require the most difficult, subjective and/or complex judgments by management regarding estimates in matters that are inherently uncertain. Our critical accounting policies are those related to property and equipment, impairment of long-lived assets and goodwill and income taxes.

Property and Equipment

As of December 31, 2008, the carrying value of our property and equipment totaled $3,871.3 million, which represents 66.4% of total assets. This carrying value reflects the application of our property and equipment accounting policies, which incorporate management's estimates, judgments and assumptions relative to the capitalized costs, useful lives and salvage values of our rigs.

We develop and apply property and equipment accounting policies that are designed to appropriately and consistently capitalize those costs incurred to enhance, improve and extend the useful lives of our assets and expense those costs incurred to repair or maintain the existing condition or useful lives of our assets. The development and application of such policies requires judgments and assumptions by management relative to the nature of, and benefits from, expenditures on our assets. We establish property and equipment accounting policies that are designed to depreciate our assets over their estimated useful lives. The judgments and assumptions used by management in determining the estimated useful lives of our property and equipment reflect both historical experience and expectations regarding future operations, utilization and performance of our assets. The use of different estimates, judgments and assumptions in the establishment of our property and equipment accounting policies, especially those involving the useful lives of our rigs, would likely result in materially different carrying values of assets and operating results.

The useful lives of our drilling rigs are difficult to estimate due to a variety of factors, including technological advances that impact the methods or cost of oil and natural gas exploration and development, changes in market or economic conditions and changes in laws or regulations affecting the drilling industry. We evaluate the remaining useful lives of our rigs on a periodic basis, considering operating condition, functional capability and market and economic factors. Our most recent change in estimated useful lives occurred in January 1998, when we extended the useful lives of our drilling rigs by an average of five to six years.

Our fleet of 43 jackup rigs represented 89% of the gross cost and net carrying amount of our depreciable property and equipment as of December 31, 2008. Our jackup rigs are depreciated over useful lives ranging from 15 to 30 years. Our ultra-deepwater semisubmersible rigs are depreciated over a 30-year useful life. The following table provides an analysis of estimated increases and decreases in depreciation expense that would have been recognized for the year ended December 31, 2008 for various assumed changes in the useful lives of our drilling rigs effective January 1, 2008:

Increase (decrease) in useful lives of our drilling rigs		Estimated increase (decrease) in depreciation expense that would have been recognized (in millions)


10%		$(18.9)
20%		(33.3)
(10%)		16.3
(20%)		40.1

Impairment of Long-Lived Assets and Goodwill

We evaluate the carrying value of our property and equipment, primarily our drilling rigs, when events or changes in circumstances indicate that the carrying value of such rigs may not be recoverable. Generally, extended periods of idle time and/or inability to contract rigs at economical rates are an indication that a rig may be impaired. However, the offshore drilling industry has historically been highly cyclical and it is not unusual for rigs to be unutilized or underutilized for significant periods of time and subsequently resume full or near full utilization when business cycles change. Likewise, during periods of supply and demand imbalance, rigs are frequently contracted at or near cash break-even rates for extended periods of time until demand comes back into balance with supply. Impairment situations may arise with respect to specific individual rigs, groups of rigs, such as a specific type of drilling rig, or rigs in a certain geographic location. Our rigs are mobile and may generally be moved from markets with excess supply, if economically feasible. Our jackup rigs and ultra-deepwater semisubmersible rigs are suited for, and accessible to, broad and numerous markets throughout the world.

We test goodwill for impairment on an annual basis, or when events or changes in circumstances indicate that a potential impairment exists. The goodwill impairment test requires us to identify reporting units and estimate the fair value of those units as of the testing date. Our four operating segments represent our reporting units in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets (as amended)". In most instances, our calculation of the fair value of our reporting units is based on estimates of future discounted cash flows to be generated by our drilling rigs, which reflect management's judgments and assumptions regarding future industry conditions and operations, including expected utilization, day rates, expense levels and capital requirements for each of our drilling rigs. If the aggregate fair value of our reporting units exceeds our market capitalization, we evaluate the reasonableness of the implied control premium through a comparison to implied control premiums from recent market transactions within our industry. To the extent that the implied control premium based on the aggregate fair value of our reporting units is not reasonable, we adjust the discount rate used in our discounted cash flow model accordingly.

If the estimated fair value of a reporting unit exceeds its carrying value, its goodwill is considered not impaired. If the estimated fair value of a reporting unit is less than its carrying value, we estimate the implied fair value of the reporting unit's goodwill. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to such excess. In the event we dispose of drilling rig operations that constitute a business, goodwill would be allocated in the determination of gain or loss on sale. Based on our goodwill impairment test performed as of December 31, 2008, there was no impairment of goodwill.

Asset impairment evaluations are, by nature, highly subjective. In most instances they involve expectations of future cash flows to be generated by our drilling rigs, which reflect management's judgments and assumptions regarding future industry conditions and operations, as well as management's estimates of expected utilization, day rates, expense levels and capital requirements. The estimates, judgments and assumptions used by management in the application of our asset impairment policies reflect both historical experience and an assessment of current operational, industry, market, economic and political environments. The use of different estimates, judgments, assumptions and expectations regarding future industry conditions and operations would likely result in materially different carrying values of assets and operating results.

Income Taxes

We conduct operations and earn income in numerous international countries and are subject to the laws of tax jurisdictions within those countries, as well as U.S. Federal and state tax laws. As of December 31, 2008, we had a $320.6 million net deferred income tax liability, a $34.3 million liability for income taxes currently payable and a $26.8 million liability for unrecognized tax benefits.

The carrying values of deferred income tax assets and liabilities reflect the application of our income tax accounting policies in accordance with SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"), and are based on management's estimates, judgments and assumptions regarding future operating results and levels of taxable income, as well as management's judgments regarding the interpretation of the provisions of SFAS 109. Carryforwards and tax credits are assessed for realization as a reduction of future taxable income by using a more-likely-than-not determination.

In December 2007, substantially all of the undistributed earnings of our non-U.S. subsidiaries were distributed to the U.S. parent company. A U.S. deferred tax liability has not been recognized for the remaining undistributed earnings of our non-U.S. subsidiaries because it is the intention of these subsidiaries to reinvest such earnings indefinitely. Should our non-U.S. subsidiaries elect to make a distribution of these earnings, or be deemed to have made a distribution of them through application of various provisions of the Internal Revenue Code, we may be subject to additional U.S. income taxes. See Note 10 to our consolidated financial statements for additional information on the undistributed earnings of our non-U.S. subsidiaries.

The carrying values of liabilities for unrecognized tax benefits reflect our application of the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Tax - an interpretation of SFAS No. 109" and are based on management's interpretation of applicable tax laws and incorporate management's estimates, judgments and assumptions regarding the use of tax planning strategies in various taxing jurisdictions. The use of different estimates, judgments and assumptions in connection with accounting for income taxes, especially those involving the deployment of tax planning strategies, may result in materially different carrying values of income tax assets and liabilities and operating results. See Note 10 to our consolidated financial statements for additional information on our unrecognized tax benefits.

We operate in many international jurisdictions where tax laws relating to the offshore drilling industry are not well developed. In jurisdictions where available statutory law and regulations are incomplete or underdeveloped, we obtain professional guidance and consider existing industry practices before utilizing tax planning strategies and meeting our tax obligations. Tax returns are routinely subject to audit in most jurisdictions and tax liabilities are frequently finalized through a negotiation process. While we have not historically experienced significant adjustments to previously recognized tax assets and liabilities as a result of finalizing tax returns, there can be no assurance that significant adjustments will not arise in the future. In addition, there are several factors that could cause the future level of uncertainty relating to our tax assets and liabilities to increase, including the following:

	•	During recent years, the portion of our overall operations conducted in international tax jurisdictions has increased.
	•	In order to utilize tax planning strategies and conduct international operations efficiently, our subsidiaries frequently enter into transactions with affiliates that are generally subject to complex tax regulations and are frequently reviewed by tax authorities.
	•	We may conduct future operations in certain tax jurisdictions where tax laws are not well developed, and it may be difficult to secure adequate professional guidance.
	•	Tax laws, regulations, agreements and treaties change frequently, requiring us to modify existing tax strategies to conform to such changes.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2008, the FASB issued Staff Position EITF 03-6-1 "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share ("EPS") under the two-class method described in paragraphs 60 and 61 of SFAS No. 128, "Earnings Per Share". FSP EITF 03-6-1 is effective for fiscal years and interim periods beginning after December 15, 2008 and requires retrospective adjustment for all comparable prior periods presented. We do not expect adoption of FSP EITF 03-6-1 to have a material effect on our EPS computations or disclosures.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative and Hedging Activities" ("SFAS 161"). This standard amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), to change the disclosure requirements for derivative instruments and hedging activities. This standard requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations and (c) how derivative instruments and related hedged items affect an entity's financial position, operating results and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Adoption of SFAS 161 will result in increased financial statement disclosures, but will not affect our financial position, operating results or cash flows.

In February 2008, the FASB issued Staff Position 157-2 "Partial Deferral of the Effective Date of Statement 157" ("FSP 157-2"). FSP 157-2 delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008. The adoption of SFAS 157 for financial assets and financial liabilities, effective January 1, 2008, did not have a material effect on our financial position, operating results or cash flows. See Note 8 to our consolidated financial statements. We do not expect adoption of SFAS 157 for nonfinancial assets and liabilities on January 1, 2009 to have a material effect on our financial position, operating results or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS 141(R)"). This standard establishes principles and requirements for how an acquirer in a business combination recognizes and measures the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree in its financial statements. SFAS 141(R) also establishes principles and requirements for how an acquirer recognizes and measures goodwill acquired in a business combination and establishes disclosure requirements to facilitate an evaluation of the nature and financial effects of a business combination. SFAS 141(R) is effective for business combinations that occur during the first annual reporting period beginning on or after December 15, 2008. The effect of adoption of this standard will be limited to any acquisitions that close subsequent to December 31, 2008.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements" ("SFAS 160"). This standard amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements", to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a noncontrolling interest should be reported as equity in the consolidated financial statements and requires net income attributable to both the parent and the noncontrolling interest to be disclosed separately on the face of the consolidated statement of income. SFAS 160 is effective for fiscal years and interim periods beginning after December 15, 2008. We do not expect adoption of this standard to have a material effect on our consolidated financial position, operating results or cash flows.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information required under Item 7A. has been incorporated into "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk."

Item 8. Financial Statements and Supplementary Data

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) or 15d-15(f). Our internal control over financial reporting system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, we have concluded that our internal control over financial reporting is effective as of December 31, 2008 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

KPMG LLP, the independent registered public accounting firm who audited our consolidated financial statements, have issued an audit report on our internal control over financial reporting. KPMG LLP's audit report on our internal control over financial reporting is included herein.

February 26, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
ENSCO International Incorporated:

We have audited the accompanying consolidated balance sheets of ENSCO International Incorporated and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income and cash flows for each of the years in the three-year period ended December 31, 2008. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ENSCO International Incorporated and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

As discussed in note 8 to the consolidated financial statements, effective January 1, 2008, the Company adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements, as it relates to financial assets and liabilities. As discussed in note 10 to the consolidated financial statements, effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), ENSCO International Incorporated's internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 26, 2009, expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/ KPMG LLP

Dallas, Texas
February 26, 2009

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
ENSCO International Incorporated:

We have audited ENSCO International Incorporated and subsidiaries' (Ensco) internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Ensco's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Ensco maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of ENSCO International Incorporated and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income and cash flows for each of the years in the three-year period ended December 31, 2008, and our report dated February 26, 2009 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

Dallas, Texas
February 26, 2009

ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)

	Year Ended December 31,
	2008			2007		2006

OPERATING REVENUES	$	2,450.4	$	2,088.6	$	1,769.8

OPERATING EXPENSES
Contract drilling (exclusive of depreciation)		800.5		671.2		564.8
Depreciation		189.5		180.2		171.1
General and administrative		53.8		59.5		44.6

		1,043.8		910.9		780.5


OPERATING INCOME		1,406.6		1,177.7		989.3

OTHER INCOME (EXPENSE)
Interest income		14.0		26.3		14.9
Interest expense, net		--		(1.9	)	(16.5	)
Other, net		(18.2	)	13.4		(4.3	)

		(4.2	)	37.8		(5.9	)


INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE		1,402.4		1,215.5		983.4

PROVISION FOR INCOME TAXES
Current income tax expense		240.2		246.7		225.9
Deferred income tax expense		2.2		1.6		17.1

		242.4		248.3		243.0


INCOME FROM CONTINUING OPERATIONS		1,160.0		967.2		740.4

DISCONTINUED OPERATIONS
Income from discontinued operations, net		14.3		24.8		21.5
(Loss) gain on disposal of discontinued operations, net		(23.5	)	--		7.2

		(9.2	)	24.8		28.7


INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE		1,150.8		992.0		769.1

CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR ADOPTION OF SFAS 123(R), NET		--		--		.6

NET INCOME	$	1,150.8	$	992.0	$	769.7


EARNINGS (LOSS) PER SHARE - BASIC
Continuing operations	$	8.19	$	6.59	$	4.86
Discontinued operations		(.06	)	.17		.19
Cumulative effect of accounting change		--		--		.00

	$	8.13	$	6.76	$	5.06


EARNINGS (LOSS) PER SHARE - DILUTED
Continuing operations	$	8.17	$	6.57	$	4.85
Discontinued operations		(.06	)	.17		.19
Cumulative effect of accounting change		--		--		.00

	$	8.11	$	6.73	$	5.04


WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic		141.6		146.7		152.2
Diluted		141.9		147.3		152.8

CASH DIVIDENDS PER COMMON SHARE	$	.10	$	.10	$	.10

The accompanying notes are an integral part of these consolidated financial statements.

ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except par value amounts)

		December 31,
		2008		2007

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	789.6	$	629.5
Accounts receivable, net		482.7		383.2
Other		128.6		116.6

Total current assets		1,400.9		1,129.3


PROPERTY AND EQUIPMENT, AT COST		5,376.3		4,704.7
Less accumulated depreciation		1,505.0		1,345.8

Property and equipment, net		3,871.3		3,358.9


GOODWILL		336.2		336.2

LONG-TERM INVESTMENTS		64.2		--

OTHER ASSETS, NET		157.5		144.4

	$	5,830.1	$	4,968.8


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	30.0	$	18.8
Accrued liabilities and other		380.7		465.6
Current maturities of long-term debt		17.2		19.1

Total current liabilities		427.9		503.5


LONG-TERM DEBT		274.3		291.4

DEFERRED INCOME TAXES		340.5		352.0

OTHER LIABILITIES		110.5		69.9

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, $1 par value, 20.0 million shares authorized
and none issued		--		--
Common stock, $.10 par value, 250.0 million shares authorized,
181.9 million and 180.3 million shares issued		18.2		18.0
Additional paid-in capital		1,761.2		1,700.5
Retained earnings		4,114.0		2,977.5
Accumulated other comprehensive loss		(17.0	)	(4.2	)
Treasury stock, at cost, 40.1 million shares and 36.4 million shares		(1,199.5	)	(939.8	)

Total stockholders' equity		4,676.9		3,752.0

	$	5,830.1	$	4,968.8

The accompanying notes are an integral part of these consolidated financial statements.

ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

	Year Ended December 31,
	2008			2007		2006
OPERATING ACTIVITIES
Net income	$	1,150.8	$	992.0	$	769.7
Adjustments to reconcile net income to net cash provided
by operating activities of continuing operations:
Depreciation expense		189.5		180.2		171.1
Amortization expense		32.5		10.9		8.2
Share-based compensation expense		27.3		36.9		21.9
Bad debt expense		16.2		1.4		.4
Unrealized loss on trading securities		8.1		--		--
Excess tax benefit from share-based compensation		(5.3	)	(6.6	)	(3.6	)
Deferred income tax expense		2.2		1.6		17.1
Income from discontinued operations, net		(14.3	)	(24.8	)	(21.5	)
Loss (gain) on disposal of discontinued operations, net		23.5		--		(7.2	)
Other		(1.2	)	.4		6.6
Changes in operating assets and liabilities:
Increase in accounts receivable		(110.7	)	(45.8	)	(70.2	)
Increase in investments designated as trading securities		(72.3	)	--		--
Increase in other assets		(40.5	)	(133.6	)	(25.8	)
Increase (decrease) in accounts payable		11.2		6.5		(6.7	)
(Decrease) increase in accrued liabilities and other		(76.9	)	195.0		62.8

Net cash provided by operating activities of continuing operations		1,140.1		1,214.1		922.8


INVESTING ACTIVITIES
Additions to property and equipment		(772.1	)	(519.4	)	(527.9	)
Proceeds from disposal of discontinued operations		45.1		--		23.7
Proceeds from disposition of assets		5.2		7.7		2.9

Net cash used in investing activities		(721.8	)	(511.7	)	(501.3	)


FINANCING ACTIVITIES
Repurchase of common stock		(259.7	)	(527.6	)	(161.0	)
Proceeds from exercise of stock options		27.3		35.8		41.8
Reduction of long-term borrowings		(19.0	)	(165.3	)	(17.1	)
Cash dividends paid		(14.3	)	(14.8	)	(15.3	)
Excess tax benefit from share-based compensation		5.3		6.6		3.6

Net cash used in financing activities		(260.4	)	(665.3	)	(148.0	)


Effect of exchange rate changes on cash and cash equivalents		(15.0	)	(.8	)	(.2	)
Net cash provided by operating activities of discontinued operations		17.2		27.4		24.0


INCREASE IN CASH AND CASH EQUIVALENTS		160.1		63.7		297.3

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		629.5		565.8		268.5


CASH AND CASH EQUIVALENTS, END OF YEAR	$	789.6	$	629.5	$	565.8

The accompanying notes are an integral part of these consolidated financial statements.

ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

ENSCO International Incorporated is one of the leading providers of offshore contract drilling services to the international oil and gas industry. We have one of the largest and most capable offshore drilling rig fleets in the world comprised of 46 drilling rigs, including 43 jackup rigs, two ultra-deepwater semisubmersible rigs and one barge rig. Additionally, we have six ultra-deepwater semisubmersible rigs under construction. We drill and complete offshore oil and natural gas wells for major international, government-owned and independent oil and gas companies on a "day rate" contract basis, under which we provide our drilling rigs and rig crews and receive a fixed amount per day for drilling the well. Our customers bear substantially all of the ancillary costs of constructing the well and supporting drilling operations, as well as the economic risk relative to the success of the well.

Our contract drilling operations are integral to the exploration, development and production of oil and natural gas. Our business levels and corresponding operating results are significantly affected by worldwide levels of offshore exploration and development spending by oil and gas companies. Levels of offshore exploration and development spending may fluctuate substantially from year to year and from region to region. Such fluctuations result from many factors including demand for oil and natural gas, regional and global economic conditions and changes therein, political, social and legislative environments in the U.S. and other major oil-producing countries, production and inventory levels and related activities of the Organization of Petroleum Exporting Countries ("OPEC") and other oil and natural gas producers, technological advancements that impact the methods or cost of oil and natural gas exploration and development, disruption to exploration and development activities due to hurricanes and other severe weather conditions and the impact that these and other events have on the current and expected future pricing of oil and natural gas. See "Note 13 - Segment Information" for additional information on our operations by segment and geographic region.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of ENSCO International Incorporated and its majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain previously reported amounts have been reclassified to conform to the current-year presentation. Unless the context otherwise requires, the terms "Ensco," "Company," "we," "us" and "our" refer to ENSCO International Incorporated and its consolidated subsidiaries.

Pervasiveness of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the related revenues and expenses and disclosures of gain and loss contingencies as of the date of the financial statements. Actual results could differ from those estimates.

Foreign Currency Translation

The U.S. dollar is the functional currency of all our non-U.S. subsidiaries. The financial statements of these subsidiaries are remeasured in U.S. dollars based on a combination of both current and historical exchange rates. Currency translation adjustments and transaction gains and losses, including certain gains and losses on our derivative instruments, were included in other, net, on our consolidated statements of income. We incurred net foreign currency exchange losses of $10.4 million for the year ended December 31, 2008, net foreign currency exchange gains of $9.2 million for the year ended December 31, 2007 and net foreign currency exchange losses of $2.8 million for the year ended December 31, 2006.

Cash Equivalents and Short-Term Investments

Highly liquid investments with maturities of three months or less at the date of purchase are considered cash equivalents. Highly liquid investments with maturities of greater than three months but less than one year at the date of purchase are classified as short-term investments.

Property and Equipment

All costs incurred in connection with the acquisition, construction, enhancement and improvement of assets are capitalized, including allocations of interest incurred during periods that our drilling rigs are under construction or undergoing major enhancements and improvements. Repair and maintenance costs are charged to contract drilling expense in the period in which they occur. Upon sale or retirement of assets, the related cost and accumulated depreciation are removed from the balance sheet and the resulting gain or loss is included in contract drilling expense.

Our property and equipment is depreciated on the straight-line method, after allowing for salvage values, over the estimated useful lives of our assets. Drilling rigs and related equipment are depreciated over estimated useful lives ranging from 4 to 30 years. Buildings and improvements are depreciated over estimated useful lives ranging from 2 to 30 years. Other equipment, including computer and communications hardware and software costs, is depreciated over estimated useful lives ranging from 2 to 6 years.

We evaluate the carrying value of our property and equipment for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. For property and equipment used in our operations, recoverability is determined by comparing the net carrying value of an asset to either an independent fair value appraisal of the asset or the expected undiscounted future cash flows of the asset. The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value.

The precipitous decline in oil and natural gas prices and the general deterioration of the global economy during the latter half of 2008 is resulting in a decrease in demand for drilling rigs and a corresponding reduction in utilization and day rates for our jackup rigs. The change in demand, utilization and day rates was deemed a triggering event for asset impairment purposes. We performed an undiscounted cash flow analysis as of December 31, 2008 for each of our drilling rigs to determine whether the net book value of each rig was recoverable. The determination of expected undiscounted cash flow amounts requires significant estimates, judgments and assumptions, including utilization, day rates, expense levels and capital expenditures, as well as cash flows generated upon disposition, for each of our drilling rigs. Due to the inherent uncertainties associated with these estimates, we performed sensitivity analysis on key assumptions as part of our recoverability test.

Based on our recoverability test performed as of December 31, 2008, we concluded that the net book value of our drilling rigs was recoverable and no impairment charges were recorded. Additionally, no asset impairment charges were recorded during the three-year period ended December 31, 2008. However, if the global economic environment continues to deteriorate and the offshore drilling industry were to incur a significant prolonged downturn, our expectations of future cash flows may decline and ultimately result in impairment of our drilling rigs.

Goodwill

In connection with the arrival of our first ENSCO 8500 Series® rig, we reorganized the management of our operations, establishing a separate business unit to manage our fleet of ultra-deepwater semisubmersible rigs. As part of this reorganization, we evaluated our remaining assets and operations, consisting of 43 jackup rigs and one barge rig organized into three business units based on major geographic region, and now consider these three business units as operating segments. Accordingly, our business now consists of four operating segments: (1) Deepwater, (2) Asia Pacific, (3) Europe/Africa and (4) North and South America. Each of our four operating segments provides one service, contract drilling.

Our four operating segments represent our reporting units in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets (as amended)." As a result of our management reorganization from one operating segment and reporting unit to four operating segments and reporting units, we reassigned goodwill to our four reporting units based on a relative fair value allocation approach as follows (in millions):


Deepwater	$	143.6
Asia Pacific		84.6
Europe/Africa		61.4
North and South America		46.6

Total	$	336.2

Goodwill is not allocated to operating segments in the measure of segment assets regularly reported to and used by management. No goodwill was acquired or disposed of during the three-year period ended December 31, 2008.

The determination of the fair value of our reporting units requires significant estimates, judgments and assumptions. These estimates, judgments and assumptions include the risk-adjusted discount rate, as well as utilization, day rates, expense levels, capital requirements and terminal values for each of our drilling rigs. Due to the inherent uncertainties associated with these estimates, we performed sensitivity analysis on key assumptions as part of our goodwill impairment test. We determined there was no impairment of goodwill as of December 31, 2008. However, if the global economic environment continues to deteriorate and the offshore drilling industry were to incur a significant prolonged downturn, our expectations of future cash flows may decline and ultimately result in impairment of our goodwill.

Operating Revenues and Expenses

Substantially all of our drilling contracts ("contracts") are performed on a day rate basis, and the terms of such contracts are typically for a specific period of time or the period of time required to complete a specific task, such as drill a well. Contract revenues and expenses are recognized on a per day basis, as the work is performed. Day rate revenues are typically earned, and contract drilling expense is typically incurred, on a uniform basis over the terms of our contracts.

In connection with some contracts, we receive lump-sum fees or similar compensation for the mobilization of equipment and personnel prior to the commencement of drilling services or the demobilization of equipment and personnel upon contract completion. Fees received for the mobilization or demobilization of equipment and personnel are included in operating revenues. The costs incurred in connection with the mobilization and demobilization of equipment and personnel are included in contract drilling expense.

Mobilization fees received and costs incurred are deferred and recognized on a straight-line basis over the period that the related drilling services are performed. Demobilization fees and related costs are recognized as incurred upon contract completion. Costs associated with the mobilization of equipment and personnel to more promising market areas without contracts are expensed as incurred.

Deferred mobilization costs were included in other current assets and other assets, net, and totaled $47.5 million and $29.2 million as of December 31, 2008 and 2007, respectively. Deferred mobilization revenue was included in accrued liabilities and other, and other liabilities and totaled $88.0 million and $53.3 million as of December 31, 2008 and 2007, respectively.

In connection with some contracts, we receive up-front lump-sum fees or similar compensation for capital improvements to our drilling rigs. Such compensation is deferred and recognized as revenue over the period that the related drilling services are performed. The cost of such capital improvements is capitalized and depreciated over the useful life of the asset. Deferred revenue associated with capital improvements was included in accrued liabilities and other, and other liabilities and totaled $2.2 million and $1.5 million as of December 31, 2008 and 2007, respectively.

We must obtain certifications from various regulatory bodies in order to operate our drilling rigs and must maintain such certifications through periodic inspections and surveys. The costs incurred in connection with maintaining such certifications, including inspections, tests, surveys and drydock, as well as remedial structural work and other compliance costs, are deferred and amortized over the corresponding certification periods. Deferred regulatory certification and compliance costs were included in other current assets and other assets, net, and totaled $6.5 million and $10.4 million as of December 31, 2008 and 2007, respectively.

In certain countries in which we operate, taxes such as sales, use, value-added, gross receipts and excise may be assessed by the local government on our revenues. We generally record our tax-assessed revenue transactions on a net basis in our consolidated statements of income.

Derivative Financial Instruments

We use derivative financial instruments ("derivatives") to reduce our exposure to various market risks, primarily foreign currency risk and interest rate risk. We maintain a foreign currency risk management strategy that utilizes derivatives to reduce our exposure to unanticipated fluctuations in earnings and cash flows caused by changes in foreign currency exchange rates. We occasionally employ an interest rate risk management strategy that utilizes derivatives to minimize or eliminate unanticipated fluctuations in earnings and cash flows arising from changes in, and volatility of, interest rates. We do not enter into derivatives for trading or other speculative purposes.

All derivatives are recorded on our consolidated balance sheet at fair value. Accounting for the gains and losses resulting from changes in the fair value of derivatives depends on the use of the derivative and whether it qualifies for hedge accounting in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities (as amended)". Derivatives qualify for hedge accounting when they are formally designated as hedges at inception of the associated derivative contract and are effective in reducing the risk exposure that they are designated to hedge. Our assessment for hedge effectiveness is formally documented at hedge inception, and we review hedge effectiveness and measure any ineffectiveness throughout the designated hedge period on at least a quarterly basis.

Changes in the fair value of derivatives that are designated as hedges of the fair value of recognized assets or liabilities or unrecognized firm commitments ("fair value hedges") are recorded currently in earnings and included in other, net, in our consolidated statement of income. Changes in the fair value of derivatives that are designated as hedges of the variability in expected future cash flows associated with existing recognized assets or liabilities or forecasted transactions ("cash flow hedges") are recorded in accumulated other comprehensive income. Amounts recorded in accumulated other comprehensive income associated with cash flow hedges are subsequently reclassified into contract drilling, depreciation or interest expense as earnings are affected by the underlying hedged forecasted transactions.

Gains and losses on a cash flow hedge, or a portion of a cash flow hedge, that no longer qualify as effective due to an unanticipated change in the forecasted transaction are recognized currently in earnings and included in other, net, in the consolidated statement of income based on the change in the fair value of the cash flow hedge. When a forecasted transaction is no longer probable of occurring, gains and losses on the cash flow hedge previously recorded in accumulated other comprehensive income are reclassified currently into earnings and included in other, net, in the consolidated statement of income. In assessing the effectiveness of a cash flow hedge, the hedge's time value component is excluded from the measurement of hedge effectiveness and recognized currently in earnings in other, net, in the consolidated statement of income.

We occasionally enter into derivatives that hedge the fair value of recognized assets or liabilities, but do not designate such derivatives as hedges or the derivatives otherwise do not qualify for hedge accounting. In these situations, there generally is a natural hedging relationship where changes in the fair value of the derivatives offset changes in the fair value of the underlying hedged items. Changes in the fair value of these derivatives are recognized currently in earnings in other, net, in the consolidated statement of income.

Derivatives with asset fair values are reported in other current assets or other assets, net, depending on maturity date. Derivatives with liability fair values are reported in accrued liabilities and other, or other liabilities, depending on maturity date. As of December 31, 2008 and 2007, our consolidated balance sheets included net foreign currency derivative liabilities of $20.3 million and net foreign currency derivative assets of $4.6 million, respectively.

Income Taxes

We conduct operations and earn income in numerous international countries and are subject to the laws of taxing jurisdictions within those countries, as well as U.S. Federal and state tax laws. Current income taxes are recognized for the amount of taxes payable or refundable based on the laws and income tax rates in the taxing jurisdictions in which operations are conducted and income is earned.

Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of our assets and liabilities using the enacted tax rates in effect at year-end. A valuation allowance for deferred tax assets is recorded when it is more-likely-than-not that the benefit from the deferred tax asset will not be realized.

In many of the international jurisdictions in which we operate, tax laws relating to the offshore drilling industry are not well developed and change frequently. Furthermore, we may enter into transactions with affiliates or employ other tax planning strategies that generally are subject to complex tax regulations. As a result of the foregoing, the tax liabilities and assets we recognize in our financial statements may differ from the tax positions taken, or expected to be taken, in our tax returns. We adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Tax - an interpretation of SFAS No. 109" ("FIN 48"), on January 1, 2007. In accordance with FIN 48, our tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties relating to income taxes are included in current income tax expense in our consolidated statement of income. See "Note 10 - Income Taxes" for additional information on our unrecognized tax benefits.

Our drilling rigs frequently move from one taxing jurisdiction to another based on where they are contracted to perform drilling services. The movement of drilling rigs among taxing jurisdictions may involve a transfer of drilling rig ownership among our subsidiaries. Income taxes attributable to gains or losses resulting from intercompany sales of our drilling rigs, as well as the tax effect of any reversing temporary differences resulting from intercompany sales or transfers, are deferred and amortized on a straight-line basis over the remaining useful life of the rig.

In some instances, we may determine that certain temporary differences will not result in a taxable or deductible amount in future years, as it is more-likely-than-not we will commence operations and depart from a given taxing jurisdiction without such temporary differences being recovered or settled. Under these circumstances, no future tax consequences are expected and no deferred taxes are recognized in connection with such operations. We evaluate these determinations on a periodic basis and, in the event our expectations relative to future tax consequences change, the applicable deferred taxes are recognized.

In December 2007, substantially all of the undistributed earnings of our non-U.S. subsidiaries were distributed to the U.S. parent company. It is our policy and intention to indefinitely reinvest all remaining and future undistributed earnings of our non-U.S. subsidiaries in such subsidiaries. Accordingly, no U.S. deferred taxes are provided on the undistributed earnings of our non-U.S. subsidiaries. See "Note 10 - Income Taxes" for additional information on the undistributed earnings of our non-U.S. subsidiaries.

Share-Based Employee Compensation

We sponsor several share-based compensation plans that provide equity compensation to our employees, officers and directors. Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123, (revised 2004) "Share-Based Payment" ("SFAS 123(R)"), using the modified-retrospective transition method. Under that transition method, compensation cost recognized in prior periods was restated to include share option compensation cost previously reported in our pro forma footnote disclosures. Share-based compensation cost is measured at fair value on the date of grant and recognized on a straight-line basis over the requisite service period (usually the vesting period). Beginning in 2006, the amount of compensation cost recognized in the consolidated statement of income is based on the awards ultimately expected to vest, and therefore, reduced for estimated forfeitures. See "Note 9 - Employee Benefit Plans" for additional information on the adoption of SFAS 123(R) and its impact on our consolidated financial statements.

Fair Value Measurements

Our derivative instruments were measured at fair value on a recurring basis using Level 2 inputs as of December 31, 2008 and 2007. See "Note 5 - Derivative Financial Instruments" for additional information on our derivative instruments, including a description of our foreign currency hedging activities and related methods used to manage foreign currency exchange risk. The fair value measurement of our derivatives was based on market prices that are generally observable for similar assets or liabilities at commonly quoted intervals.

Our auction rate securities were measured at fair value as of December 31, 2008 using significant Level 3 inputs as defined by SFAS 157. See "Note 2 - Long-Term Investments" for additional information on our auction rate securities, including a description of the securities and underlying collateral, a discussion of the uncertainties relating to their liquidity and our accounting treatment under SFAS No. 115, "Accounting for Certain Debt and Equity Securities (as amended)".

Earnings Per Share

For each of the years in the three-year period ended December 31, 2008, there were no adjustments to net income for purposes of calculating basic and diluted earnings per share ("EPS"). The following table is a reconciliation of the weighted-average common shares used in the basic and diluted earnings per share computations for each of the years in the three-year period ended December 31, 2008 (in millions):

	2008	2007	2006

Weighted-average common shares - basic	141.6	146.7	152.2
Potentially dilutive common shares:
Share options	.3	.5	.6
Non-vested share awards	--	.1	.0

Weighted-average common shares - diluted	141.9	147.3	152.8

Antidilutive shares of 1.4 million, 503,000 and 684,000 for the years ended December 31, 2008, 2007 and 2006, respectively, were excluded from the computation of diluted earnings per share.

In June 2008, the FASB issued Staff Position EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities" ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses determinations as to whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing EPS under the two-class method described in paragraphs 60 and 61 of SFAS No. 128, "Earnings Per Share". FSP EITF 03-6-1 is effective for fiscal years and interim periods beginning after December 15, 2008 and will require retrospective adjustment for all comparable prior periods presented. We do not expect adoption of FSP EITF 03-6-1 to have a material effect on our EPS computations or disclosures.

Adoption of SAB 108

In September 2006, the Securities and Exchange Commission ("SEC") issued SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" ("SAB 108"). SAB 108 became effective for our fiscal year ended December 31, 2006. SAB 108 provides guidance on how prior year financial statement misstatements should be taken into consideration when quantifying misstatements in current year financial statements for purposes of determining whether current year financial statements are materially misstated. The techniques most commonly used to accumulate and quantify misstatements are generally referred to as the "rollover" and "iron curtain" approaches. The rollover approach quantifies a misstatement based on the amount of error originating in the current year income statement. The iron curtain approach quantifies a misstatement based on the effects of correcting the misstatement existing in the balance sheet at the end of the current year, irrespective of the misstatement's year of origination. SAB 108 requires consideration of both the rollover and iron curtain approaches in quantifying and evaluating the effects of financial statement misstatements.

During years prior to 2006, we used the rollover approach to quantify and evaluate the effects of financial statement misstatements. In applying the guidance of SAB 108 during 2006, we concluded the two misstatements described below, when evaluated using the iron curtain approach, were material to our December 31, 2006 consolidated financial statements.

In 1997, we adopted a policy pursuant to which the depreciation of a drilling rig was suspended during periods it was out of service while undergoing major upgrade and enhancement procedures. In 2005, we discontinued this policy after concluding it was not in accordance with GAAP. We evaluated the financial statement misstatements resulting from the application of this policy and concluded their impact on each of our prior period consolidated financial statements was immaterial. In accordance with SAB 108, we elected to report the cumulative effect of the financial statement misstatements, a $17.6 million increase in accumulated depreciation, $2.6 million decrease in deferred tax liabilities and $15.0 million decrease in retained earnings, effective January 1, 2006.

We maintain relatively constant levels of consumable supplies and spare parts on each of our drilling rigs for use in our operations ("inventory"). Prior to the fourth quarter of 2006, we utilized an accounting policy under which inventory was charged to contract drilling expense at the time it was shipped to a drilling rig, although some of it was temporarily stored and consumed later. We had previously evaluated and concluded the impact of the financial statement misstatements resulting from the difference between the amount of inventory charged to contract drilling expense and the estimated amount of inventory consumed was immaterial to our prior period consolidated financial statements. We also concluded that this inventory accounting policy did not have a material impact on our December 31, 2006 financial statements. During the fourth quarter of 2006, we adopted an inventory accounting policy to record the inventory on our drilling rigs at the lower of cost or market in accordance with GAAP. As part of the adoption of this accounting policy and in accordance with SAB 108, we elected to report the cumulative effect of the financial statement misstatements, a $32.3 million increase in other current assets, $6.7 million increase in deferred tax liabilities and $25.6 million increase in retained earnings, effective January 1, 2006.

2. LONG-TERM INVESTMENTS

As of December 31, 2008, we held $72.3 million (par value) of long-term debt instruments with variable interest rates that periodically reset through an auction process ("auction rate securities"). Our auction rate securities were originally acquired in January 2008 and have final maturity dates ranging from 2025 to 2047. We did not own auction rate securities as of December 31, 2007.

Auctions for our auction rate securities failed beginning in February 2008. An auction failure, which is not a default in the underlying debt instrument, occurs when there are more sellers than buyers at a scheduled interest rate auction date and parties desiring to sell their auction rate securities are unable to do so. When an auction fails, the interest rate is adjusted according to the provisions of the associated security agreement, which may result in an interest rate that is higher than the interest rate the issuer pays in connection with successful auctions. Auctions for our auction rate securities continued to fail during the remainder of 2008, with the exception of the successful auction of $4.7 million of our securities in June 2008.

Our investments in auction rate securities as of December 31, 2008 were diversified across sixteen separate issues and each issue maintains scheduled interest rate auctions in either 28-day or 35-day intervals. Substantially all of our auction rate securities are currently rated Aaa by Moody's, AAA by Standard & Poor's and/or AAA by Fitch. An aggregate $68.6 million (par value), or 95%, of our auction rate securities were issued by state agencies and are supported by student loans for which repayment is substantially guaranteed by the U.S. government under the Federal Family Education Loan Program ("FFELP").

Some broker/dealers previously indicated that they planned to develop secondary markets for auction rate securities, but no such market has materialized. Consequently, we are currently unable to determine if alternative markets that provide for orderly purchases and sales of auction rate securities will develop. Several major brokerage firms announced regulatory settlements in which they will initially offer to repurchase auction rate securities from retail investors, charities and small businesses and use best efforts to provide liquidity to institutional investors within the next several years. However, we are currently unable to determine whether these brokerage firms will be able to comply with the terms of their regulatory settlements. Moreover, the deteriorating global economic environment may impede auction rate security repurchases. Although we acquired our auction rate securities with the intention of selling them in the near term, due to the aforementioned uncertainties, our auction rate securities were classified as long-term investments on our consolidated balance sheet as of December 31, 2008.

Upon acquisition in January 2008, we designated our auction rate securities as trading securities in accordance with SFAS 115 as it was our intent to sell them in the near term. Due to illiquidity in the auction rate securities market, we intend to hold our auction rate securities until they can be redeemed by issuers, repurchased by brokerage firms or sold in a market that facilitates orderly transactions. Although we will hold our auction rate securities longer than originally anticipated, we continue to designate them as trading securities.

Our auction rate securities were measured at fair value as of December 31, 2008, and an unrealized loss of $8.1 million for the year ended December 31, 2008 was included in other, net, in our consolidated statement of income. The carrying value of our auction rate securities was $64.2 million as of December 31, 2008. Cash flows from purchases and sales of our auction rate securities were classified as operating activities in our consolidated statement of cash flows for the year ended December 31, 2008. See "Note 8 - Fair Value Measurements" for additional information on the fair value measurement of our auction rate securities.

3. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2008 and 2007 consisted of the following (in millions):

		2008		2007

Drilling rigs and equipment	$	3,829.8	$	3,816.4
Other		45.5		40.4
Work in progress		1,501.0		847.9

	$	5,376.3	$	4,704.7

Work in progress as of December 31, 2008 primarily consisted of $1,445.2 million related to the construction of our seven ultra-deepwater semisubmersible rigs and costs associated with various modification and enhancement projects. Although ENSCO 8500 was delivered during the third quarter of 2008, related amounts will remain classified as work in progress until the rig is placed into service in April 2009. Work in progress as of December 31, 2007 primarily consisted of $760.4 million related to the construction of four ultra-deepwater semisubmersible rigs, ENSCO 8500, ENSCO 8501, ENSCO 8502 and ENSCO 8503 and costs associated with various modification and enhancement projects.

4. LONG-TERM DEBT

Long-term debt as of December 31, 2008 and 2007 consisted of the following (in millions):

			2007

4.65% Bonds due 2020	$ 54.0		$ 58.5
6.36% Bonds due 2015	88.7		101.4
7.20% Debentures due 2027	148.8		148.7
Other	--		1.9

	291.5		310.5
Less current maturities	(17.2	)	(19.1	)

Total long-term debt	$274.3		$291.4

Bonds Due 2020 and 2015

In October 2003, we issued $76.5 million of 17-year bonds to provide long-term financing for ENSCO 105. The bonds are guaranteed by the United States Maritime Administration ("MARAD") and will be repaid in 34 equal semiannual principal installments of $2.3 million ending in October 2020. Interest on the bonds is payable semiannually, in April and October, at a fixed rate of 4.65%. The bonds are collateralized by ENSCO 105, and we have guaranteed the performance of our obligations under the bonds to MARAD.

In January 2001, we issued $190.0 million of 15-year bonds to provide long-term financing for ENSCO 7500. The bonds are guaranteed by MARAD and will be repaid in 30 equal semiannual principal installments of $6.3 million ending in December 2015. Interest on the bonds is payable semiannually, in June and December, at a fixed rate of 6.36%. The bonds are collateralized by ENSCO 7500, and we have guaranteed the performance of our obligations under the bonds to MARAD.

Debentures Due 2027

In November 1997, we issued $150.0 million of unsecured 7.20% Debentures due November 15, 2027 (the “Debentures”) in a public offering. Interest on the Debentures is payable semiannually in May and November and may be redeemed at any time at our option, in whole or in part, at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, and a make-whole premium. The indenture under which the Debentures were issued contains limitations on the incurrence of indebtedness secured by certain liens and limitations on engaging in certain sale/leaseback transactions and certain merger, consolidation or reorganization transactions. The Debentures are not subject to any sinking fund requirements.

Revolving Credit Facility

We have a $350.0 million unsecured revolving credit facility (the "Credit Facility") with a syndicate of lenders for general corporate purposes. The Credit Facility has a five-year term, expiring in June 2010. Advances under the Credit Facility bear interest at LIBOR plus an applicable margin rate (currently .35% per annum), depending on our credit rating. We pay a facility fee (currently .10% per annum) on the total $350.0 million commitment, which is also based on our credit rating, and pay an additional utilization fee on outstanding advances if such advances equal or exceed 50% of the total $350.0 million commitment. We had no amounts outstanding under the Credit Facility as of December 31, 2008 and 2007.

Maturities

The aggregate maturities of our long-term debt, excluding unamortized discounts of $1.2 million as of December 31, 2008, were as follows (in millions):


2009	$	17.2
2010		17.2
2011		17.2
2012		17.2
2013		17.2
Thereafter		206.7

Total	$	292.7

5. DERIVATIVE FINANCIAL INSTRUMENTS

We utilize derivative instruments and undertake foreign currency hedging activities in accordance with our established policies for the management of market risk. We do not enter into derivative instruments for trading or other speculative purposes. We believe that our use of derivative instruments and related hedging activities does not expose us to any material interest rate risk, foreign currency exchange rate risk, commodity price risk, credit risk or any other material market or price risk. As of December 31, 2008 and 2007, our consolidated balance sheets included net foreign currency derivative liabilities of $20.3 million and net foreign currency derivative assets of $4.6 million, respectively.

If we were to incur a hypothetical 10% adverse change in foreign currency exchange rates, net unrealized losses associated with our foreign currency denominated assets and liabilities and related foreign currency forward contracts as of December 31, 2008 would approximate $39.2 million, including $30.7 million related to our Singapore dollar exposures. All of our outstanding foreign currency forward contracts mature during the next three years.

As of December 31, 2008, the estimated amount of net unrealized losses on derivative instruments, net of tax, that will be reclassified to earnings during the next twelve months was as follows (in millions):



Net unrealized losses to be reclassified to contract drilling expense	$	15.1
Net unrealized losses to be reclassified to interest expense		.6

Net unrealized losses to be reclassified to earnings	$	15.7

6. COMPREHENSIVE INCOME

Accumulated other comprehensive loss as of December 31, 2008 and 2007 was comprised of net unrealized losses on derivative instruments, net of tax. The components of our comprehensive income, net of tax, for each of the years in the three-year period ended December 31, 2008, were as follows (in millions):

	2008			2007		2006

Net Income	$	1,150.8	$	992.0	$	769.7
Other comprehensive income:
Net change in fair value of derivatives		(16.4)		8.2		5.8
Reclassification of unrealized gains and losses on derivatives from other comprehensive loss (income) into net income		3.6		(6.9	)	(.4	)

Net other comprehensive (loss) income		(12.8	)	1.3		5.4

Comprehensive income	$	1,138.0	$	993.3	$	775.1

7. STOCKHOLDERS' EQUITY

During the year ended December 31, 2008, we repurchased 3.7 million shares of our common stock at a cost of $256.0 million (an average cost of $69.92 per share) under the 2007 authorization. As of December 31, 2008 and 2007, outstanding shares of our common stock, net of treasury shares, totaled 141.8 million and 143.9 million, respectively.

Activity in our various stockholders' equity accounts for each of the years in the three-year period ended December 31, 2008 was as follows (in millions):

							Accumulated
			Additional				Other
	Common Stock		Paid-In		Retained		Comprehensive		Treasury
	Shares	Amounts	Capital		Earnings		Loss		Stock


BALANCE, December 31, 2005	176.8	$17.7	$1,554.9		$1,229.5		$(10.9	)	$ (251.2	)
Cumulative effect of adoption of SAB 108	--	--	--		10.6		--		--
Cumulative effect of adoption of SFAS 123(R)	--	--	(.8	)	--		--		--
Net income	--	--	--		769.7		--		--
Cash dividends paid	--	--	--		(15.3	)	--		--
Common stock issued under
share-based compensation
plans, net	1.9	.2	41.7		--		--		--
Tax benefit from share-based
compensation	--	--	3.6		--		--		--
Repurchase of common stock	--	--	--		--		--		(161.0	)
Share-based compensation expense	--	--	21.9		--		--		--
Net other comprehensive income	--	--	--		--		5.4		--

BALANCE, December 31, 2006	178.7	17.9	1,621.3		1,994.5		(5.5	)	(412.2	)
Cumulative effect of adoption of FIN 48	--	--	--		5.8		--		--
Net income	--	--	--		992.0		--		--
Cash dividends paid	--	--	--		(14.8	)	--		--
Common stock issued under
share-based compensation
plans, net	1.6	.1	35.7		--		--		--
Tax benefit from share-based
compensation	--	--	6.6		--		--		--
Repurchase of common stock	--	--	--		--		--		(527.6	)
Share-based compensation expense	--	--	36.9		--		--		--
Net other comprehensive income	--	--	--		--		1.3		--

BALANCE, December 31, 2007	180.3	18.0	1,700.5		2,977.5		(4.2	)	(939.8	)
Net income	--	--	--		1,150.8		--		--
Cash dividends paid	--	--	--		(14.3	)	--		--
Common stock issued under
share-based compensation
plans, net	1.6	.2	27.1		--		--		--
Tax benefit from share-based
compensation	--	--	5.3		--		--		--
Repurchase of common stock	--	--	--		--		--		(259.7	)
Share-based compensation expense	--	--	28.3		--		--		--
Net other comprehensive loss	--	--	--		--		(12.8	)	--

BALANCE, December 31, 2008	181.9	$18.2	$1,761.2		$4,114.0		$(17.0	)	$(1,199.5	)

8. FAIR VALUE MEASUREMENTS

On January 1, 2008, we adopted SFAS 157, as it relates to financial assets and liabilities. SFAS 157 refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. The standard establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy assigns the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities ("Level 1") and the lowest priority to unobservable inputs ("Level 3"). Level 2 measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1.

In October 2008, the FASB issued Staff Position No. FAS 157-3, "Determining the Fair Value of a Financial Asset in a Market That Is Not Active" ("FSP FAS 157-3"), which amended SFAS 157 by clarifying the application of SFAS 157 when the market for a financial asset is inactive. FSP FAS 157-3 became effective upon issuance, including prior periods for which financial statements had not been issued. Adoption of FSP FAS 157-3 did not have a material effect on our fair value measurements as of December 31, 2008.

The following fair value hierarchy table categorizes information regarding our assets and liabilities measured at fair value on a recurring basis as of December 31, 2008 and 2007 (in millions):

	Quoted Prices in		Significant
	Active Markets		Other		Significant
	for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total

As of December 31, 2008

Auction rate securities		$ --		$ --		$64.2		$64.2

Total financial assets		$ --		$ --		$64.2		$64.2


Derivative instruments, net		$ --		$20.3		$ --		$20.3

Total financial liabilities		$ --		$20.3		$ --		$20.3


As of December 31, 2007

Derivative instruments, net		$ --		$ 4.6		$ --		$ 4.6

Total financial assets		$ --		$ 4.6		$ --		$ 4.6

Derivative Instruments

Auction Rate Securities

Our auction rate securities were measured at fair value on a recurring basis using significant Level 3 inputs as of December 31, 2008. See "Note 2 - Long-Term Investments" for additional information on our auction rate securities, including a description of the securities and underlying collateral, a discussion of the uncertainties relating to their liquidity and our accounting treatment under SFAS 115. The following table summarizes our fair value measurements using significant Level 3 inputs, and changes therein, for the year ended December 31, 2008 (in millions):

Balance as of January 1, 2008		$ --
Purchases, net		72.3
Unrealized losses^(*)		(8.1)
Realized losses		--
Transfers in and/or out of Level 3		--

Balance as of December 31, 2008		$64.2

^(*)	Unrealized losses are included in other, net, in the consolidated statement of income.

Before utilizing Level 3 inputs in our fair value measurements, we considered whether observable inputs were available. As a result of continued auction failures, quoted prices for our auction rate securities did not exist as of December 31, 2008. Accordingly, we concluded that Level 1 inputs were not available. Brokerage statements received from the five broker/dealers that held our auction rate securities included their estimated market value as of December 31, 2008. Four broker/dealers valued our auction rate securities at par and the fifth valued our auction rate securities at 84% of par. Due to the lack of transparency into the methodologies used to determine the estimated market values, we concluded that estimated market values provided on our brokerage statements did not constitute valid inputs, and we did not utilize them in measuring the fair value of our auction rate securities as of December 31, 2008.

While our valuation model was based on both Level 2 (credit quality and interest rates) and Level 3 inputs, we determined that our Level 3 inputs were most significant to the overall fair value measurement, particularly the estimates of risk-adjusted discount rates and ranges of expected periods of illiquidity. The valuation model also reflected our intention to hold our auction rate securities until they can be redeemed by issuers, repurchased by brokerage firms or sold in a market that facilitates orderly transactions and our belief that we have the ability to maintain our investment in these securities indefinitely.

9. EMPLOYEE BENEFIT PLANS

Adoption of SFAS 123(R)

We grant share options and non-vested share awards to our employees, officers and directors. Effective January 1, 2006, we adopted the fair value recognition provisions of SFAS 123(R) using the modified-retrospective transition method. Under that transition method, compensation cost recognized in prior periods was restated to include share option compensation cost previously reported in our pro forma footnote disclosures required by SFAS No. 123, "Accounting for Stock-Based Compensation (as amended)" ("SFAS 123").

Share-based compensation expense recognized in the consolidated statements of income was based on awards ultimately expected to vest and reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Estimated forfeitures were based on historical experience. Prior to the adoption of SFAS 123(R), we accounted for forfeitures as they occurred. On January 1, 2006, we estimated that 13.7% of share options and 8.2% of non-vested share awards were not expected to vest. Accordingly, we recognized a cumulative adjustment to reduce share-based compensation expense by $600,000, net of tax, for unvested share options and non-vested share awards that were recognized in the financial statements as a result of applying the modified-retrospective transition method. The estimate was included in cumulative effect of accounting change for adoption of SFAS 123(R), net, in the consolidated statement of income for the year ended December 31, 2006.

Subsequent to the adoption of SFAS 123(R), compensation cost for all equity awards, regardless of when they were granted, is recognized based on the number of awards expected to vest. All subsequent changes in estimated forfeitures, including changes in estimates relating to share options and non-vested share awards granted prior to the adoption of SFAS 123(R), is based on historical experience and will be recognized as a cumulative adjustment to compensation cost in the period in which they occur.

Share Options

In May 2005, our stockholders approved the 2005 Long-Term Incentive Plan (the "LTIP Plan"). The LTIP Plan is similar to and essentially replaces our previously adopted 1998 Incentive Plan (the "1998 Plan") and 1996 Non-Employee Directors' Stock Option Plan (the "Directors' Plan"). No further awards will be granted under the previously adopted plans. However, those plans shall continue to apply to and govern awards made thereunder. Under the LTIP Plan, 10.0 million shares of common stock are reserved for issuance as awards of share options, non-vested share awards or performance shares of which a maximum 7.5 million new shares are reserved for issuance as awards of share options to officers, non-employee directors and key employees who are in a position to contribute materially to our growth, development and long-term success. Share options granted to officers and employees generally become exercisable in 25% increments over a four-year period and to the extent not exercised, expire on the seventh anniversary of the date of grant. Share options granted to non-employee directors are immediately exercisable and to the extent not exercised, expire on the seventh anniversary of the date of grant. The exercise price of share options granted under the LTIP Plan equals the market value of the underlying stock on the date of grant. As of December 31, 2008, options to purchase 1.2 million shares of our common stock were outstanding under the LTIP Plan. Additionally, there were 5.5 million shares of common stock available for issuance of share option awards under the LTIP Plan.

Share options previously granted under the 1998 Plan become exercisable in 25% increments over a four-year period and to the extent not exercised, expire on the fifth anniversary of the date of grant. Share options previously granted under the Directors' Plan become exercisable six months after the date of grant and expire, if not exercised, five years thereafter. The exercise price of share options granted under the 1998 Plan and the Directors' Plan equals the market value of the underlying stock on the date of grant. As of December 31, 2008, options to purchase 300,000 shares of our common stock were outstanding under the 1998 Plan and the Directors' Plan.

The following table summarizes share option compensation expense recognized during each of the years in the three-year period ended December 31, 2008 (in millions):

	2008	2007	2006

Contract drilling	$ 3.3	$ 5.8	$ 6.5
General and administrative	5.0	7.8	8.7

Share option compensation expense included in
operating expenses	8.3	13.6	15.2
Tax benefit	(2.3)	(3.8)	(4.2)

Total share option compensation expense included
in net income	$ 6.0	$ 9.8	$11.0

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. No share options were granted in 2008. The following weighted-average assumptions were utilized in the Black-Scholes model for the years ended December 31, 2007 and 2006:

	2007		2006

Risk-free interest rate	4.8	%	4.9	%
Expected term (in years)	4.7		4.8
Expected volatility	29.8	%	35.4	%
Dividend yield	.2	%	.2	%

Expected volatility is based on the historical volatility of the market price of our common stock over the period of time equivalent to the expected term of the options granted. The expected term of options granted is derived from historical exercise patterns over a period of time equivalent to the term of the options granted. We have not experienced significant differences in the historical exercise patterns among officers, employees and non-employee directors for them to be considered separately for valuation purposes. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon issues on the date of grant with a remaining term approximating the expected term of the options granted.

The following table summarizes share option activity for the year ended December 31, 2008 (shares and intrinsic value in thousands, term in years):

			Weighted-		Weighted-
			Average		Average
			Exercise		Contractual		Intrinsic
Share Options	Shares		Price		Term		Value

Outstanding as of January 1, 2008	2,495		$43	.37
Granted	--			--
Exercised	(739	)	36	.94
Forfeited	(212	)	52	.79

Outstanding as of December 31, 2008	1,544		$45	.15	3	.7	$326

Exercisable as of December 31, 2008	806		$39	.83	3	.0	$326

The following table summarizes the value of options granted and exercised during each of the years in the three-year period ended December 31, 2008:

	2008	2007	2006


Weighted-average grant-date fair value of
share options granted (per share)	$ --	$20.44	$18.54
Intrinsic value of share options exercised during
the year (in millions)	$25.5	$30.0	$28.9

The following table summarizes information about share options outstanding as of December 31, 2008 (shares in thousands):

	Options Outstanding			Options Exercisable
		Weighted-Average
	Number	Remaining	Weighted-Average	Number	Weighted-Average
Exercise Prices	Outstanding	Contractual Life	Exercise Price	Exercisable	Exercise Price

$23.12 - $27.85	302	.6 years	$27.31	302	$27.31
31.22 - 33.55	208	3.3 years	33.41	103	33.26
43.64 - 47.12	280	4.4 years	46.50	178	46.43
50.09 - 60.74	754	4.9 years	55.01	223	54.53

	1,544	3.7 years	$45.15	806	$39.83

As of December 31, 2008, there was $9.0 million of total unrecognized compensation cost related to share options granted, which is expected to be recognized over a weighted-average period of 1.8 years.

Non-Vested Share Awards

Under the LTIP Plan, non-vested share awards may be issued to our officers, non-employee directors and key employees who are in a position to contribute materially to our growth, development and long-term success. Prior to the adoption of the LTIP Plan, non-vested share awards were issued under the 1998 Plan and generally vested at a rate of 10% per year, as determined by a committee of the Board of Directors. No further non-vested share awards will be granted under the 1998 Plan. However, that plan shall continue to apply to and govern awards issued thereunder. The LTIP Plan provides for the issuance of non-vested share awards up to a maximum of 2.5 million new shares. Under the LTIP Plan, grants of non-vested share awards generally vest at a rate of 20% per year, as determined by a committee of the Board of Directors. All non-vested share awards have voting and dividend rights effective on the date of grant. Compensation expense is measured using the market value of the common stock on the date of grant and is recognized on a straight-line basis over the requisite service period (usually the vesting period). As of December 31, 2008, there were 386,000 shares of common stock available for issuance of non-vested share awards under the LTIP Plan.

During the first quarter of 2007, we entered into a retirement agreement with our former CEO and non-executive Chairman of our Board of Directors, the cost of which was recognized through his May 22, 2007 retirement date. The agreement provided that upon retirement, he would receive a grant of 92,000 non-vested share awards which vest at a rate of one-third per year upon each of the first three anniversaries of his retirement date. Furthermore, the agreement modified the vesting term of 28,750 unvested share options and 105,000 non-vested share awards previously granted to him so that such awards vested upon his retirement. We recognized an additional $10.4 million of non-vested share award compensation expense during 2007 as a result of the retirement agreement, of which $5.0 million related to the modification of his previous awards.

The following table summarizes non-vested share award compensation expense recognized during each of the years in the three-year period ended December 31, 2008 (in millions):

	2008		2007		2006

Contract drilling	$11.4		$ 5.5		$2.7
General and administrative	7.6		17.5		4.0

Non-vested share award compensation expense
included in operating expenses	19.0		23.0		6.7
Tax benefit	(4.7	)	(7.1	)	(2.0	)

Total non-vested share award compensation
expense included in net income	$14.3		$15.9		$4.7

The following table summarizes the value of non-vested share awards granted and vested during each of the years in the three-year period ended December 31, 2008:

	2008	2007	2006


Weighted-average grant-date fair value of
non-vested share awards granted (per share)	$67.99	$60.18	$49.09
Total fair value of non-vested share awards
vested during the period (in millions)	$ 17.9	$ 19.8	$ 4.8

The following table summarizes non-vested share award activity for the year ended December 31, 2008 (shares in thousands):

			Weighted-
			Average
			Grant-Date
Non-Vested Share Award	Shares		Fair Value

Non-vested as of January 1, 2008	1,153		$50.11
Granted	970		67.99
Vested	(262	)	49.99
Forfeited	(106	)	45.70

Non-vested as of December 31, 2008	1,755		$60.27

As of December 31, 2008, there was $86.0 million of total unrecognized compensation cost related to non-vested share awards granted, which is expected to be recognized over a weighted-average period of 3.8 years.

Savings Plan

We have a profit sharing plan (the “ENSCO Savings Plan”) which covers eligible employees, as defined. Profit sharing contributions require Board of Directors approval and may be in cash or grants of our common stock. We recorded profit sharing contribution provisions of $16.6 million, $14.2 million and $12.6 million for the years ended December 31, 2008, 2007 and 2006, respectively.

The ENSCO Savings Plan includes a 401(k) savings plan feature which allows eligible employees to make tax deferred contributions to the plan. We generally make matching cash contributions that vest over a three-year period based on the amount of employee contributions and rates set by our Board of Directors. We match 100% of the amount contributed by the employee up to a maximum of 5% of eligible salary. Matching contributions totaled $5.0 million, $5.0 million and $4.7 million for the years ended December 31, 2008, 2007 and 2006, respectively. We also have 1.0 million shares of common stock reserved for issuance as matching contributions under the ENSCO Savings Plan.

Supplemental Executive Retirement Plan

The ENSCO Supplemental Executive Retirement Plans (the "SERP") provide a tax deferred savings plan for certain highly compensated employees whose participation in the profit sharing and 401(k) savings plan features of the ENSCO Savings Plan is restricted due to funding and contribution limitations of the Internal Revenue Code. The SERP is a non-qualified plan where eligible employees may defer a portion of their compensation for use after retirement. Eligibility for participation is determined by our Board of Directors or a Board committee. The matching provisions of the SERP are identical to the ENSCO Savings Plan, except that matching contributions under the SERP are further limited by contribution amounts under the 401(k) savings plan feature of the ENSCO Savings Plan.

In conjunction with the employment of our current Chief Executive Officer in February 2006, we made a discretionary $1.1 million cash contribution to the officer's SERP account for pension and other benefits forfeited at his previous employer. The contribution is fully vested and included in our matching contributions for 2006. Matching cash contributions totaled $96,000, $79,000 and $1.2 million for the years ended December 31, 2008, 2007 and 2006, respectively. A SERP liability of $13.1 million and $15.2 million was included in other liabilities on our consolidated balance sheets as of December 31, 2008 and 2007, respectively.

10. INCOME TAXES

We generated $383.2 million, $319.5 million and $472.3 million of income from continuing operations before income taxes in the U.S. and $1,019.2 million, $896.0 million and $511.1 million of income from continuing operations before income taxes in non-U.S. countries for the years ended December 31, 2008, 2007 and 2006, respectively.

The following table summarizes components of the provision for income taxes from continuing operations for each of the years in the three-year period ended December 31, 2008 (in millions):

	2008		2007		2006

Current income tax expense (benefit):
Federal	$120.3		$ 98.8		$133.6
State	(.3	)	4.8		1.0
International	120.2		143.1		91.3

	240.2		246.7		225.9


Deferred income tax expense (benefit):
Federal	12.2		5.5		17.0
International	(10.0	)	(3.9	)	.1

	2.2		1.6		17.1


Total income tax expense	$242.4		$248.3		$243.0

The following table summarizes significant components of deferred income tax assets (liabilities) as of December 31, 2008 and 2007 (in millions):

	2008		2007

Deferred tax assets:
Accrued liabilities	$ 16.1		$ 13.7
Share-based compensation	10.3		9.3
Deferred revenue	9.7		9.0
Receivables	5.7		.3
Derivatives	5.0		--
Other	8.3		2.4

Total deferred tax assets	55.1		34.7

Deferred tax liabilities:
Property and equipment	(320.2	)	(311.4	)
Intercompany transfers of property	(36.6	)	(43.7	)
Deferred costs	(18.5	)	(15.6	)
Other	(.4	)	(2.9	)

Total deferred tax liabilities	(375.7	)	(373.6	)

Net deferred tax liability	$(320.6	)	$(338.9	)


Net current deferred tax asset	$ 19.9		$ 13.1
Net noncurrent deferred tax liability	(340.5	)	(352.0	)

Net deferred tax liability	$(320.6	)	$(338.9	)

The income tax rates imposed in the taxing jurisdictions in which our non-U.S. subsidiaries conduct operations vary, as does the tax base to which the rates are applied. In some cases, tax rates may be applicable to gross revenue, statutory or negotiated deemed profits or other bases utilized under local tax laws, rather than to net income. In addition, our drilling rigs frequently move from one taxing jurisdiction to another. As a result, our consolidated effective income tax rate may vary substantially from year to year, depending on the relative components of our earnings generated in taxing jurisdictions with higher tax rates and lower tax rates. The consolidated effective income tax rate on continuing operations for each of the years in the three-year period ended December 31, 2008, differs from the U.S. statutory income tax rate as follows:

	2008		2007		2006

Statutory income tax rate	35.0	%	35.0	%	35.0	%
Foreign taxes	(19.1	)	(14.0	)	(8.9	)
Amortization of deferred charges associated with intercompany rig sales	1.1		(.1	)	(.2	)
Net expense (benefit) in connection with resolutions
of tax issues and adjustments relating to prior years	.5		(.6	)	(.6	)
Other	(.2	)	.1		(.6	)

Effective income tax rate	17.3	%	20.4	%	24.7	%

During 2006, we reversed a $1.7 million valuation allowance established in 2005 against a $5.5 million deferred tax asset for net operating loss carryforwards in Denmark, after determining it was more-likely-than-not the net operating loss carryforwards would be fully utilized. We utilized the remaining $1.3 million of these net operating loss carryforwards during 2007 and as of December 31, 2008 and 2007, we had no significant net operating loss carryforwards.

Unrecognized Tax Benefits

On January 1, 2007, we adopted the recognition and disclosure provisions of FIN 48. In accordance with FIN 48, tax positions are evaluated for recognition using a more-likely-than-not threshold, and those tax positions requiring recognition are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information. As a result of adopting FIN 48, we reported a $5.8 million increase to our January 1, 2007 balance of retained earnings. As of December 31, 2008, we had $26.8 million of unrecognized tax benefits, of which $20.2 million would impact our effective income tax rate if recognized. A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2008 and 2007, is as follows (in millions):

		2008		2007

Balance, beginning of year	$	13.5	$	19.3
Increases in unrecognized tax benefits as a result of tax positions taken during the current year		7.2		1.3
Increases in unrecognized tax benefits as a result of tax positions taken during prior years		12.7		4.5
Decreases in unrecognized tax benefits as a result of tax positions taken during prior years		(1.3	)	(11.0	)
Settlements with taxing authorities		(.9	)	(.5	)
Lapse of applicable statutes of limitations		(3.3	)	(.6	)
Impact of foreign currency exchange rates		(1.1	)	.5

Balance, end of year	$	26.8	$	13.5

Accrued interest and penalties totaled $12.9 million and $19.2 million as of December 31, 2008 and 2007, respectively, and were included in other liabilities on our consolidated balance sheets. We recognized a net benefit of $6.8 million and net expense of $2.3 million associated with interest and penalties during 2008 and 2007, respectively. Interest and penalties are included in current income tax expense in our consolidated statements of income.

Our tax returns for 2005 and subsequent years remain subject to examination in all of our major international tax jurisdictions. Furthermore, tax years as early as 2002 remain subject to examination in some major international tax jurisdictions. We participate in the U.S. Internal Revenue Service's Compliance Assurance Process which, among other things, provides for the resolution of tax issues in a timely manner and generally eliminates the need for lengthy post-filing examinations. Only our 2008 U.S. Federal tax return remains subject to examination.

During the first quarter of 2008, in connection with an examination of a prior period tax return, we recognized a $5.4 million liability for unrecognized tax benefits associated with certain tax positions taken in prior years, which resulted in an $8.9 million net income tax expense, inclusive of interest and penalties.

During the first quarter of 2008, statutes of limitations applicable to certain of our tax positions lapsed resulting in a $2.9 million decrease in unrecognized tax benefits and an $11.5 million net income tax benefit, inclusive of interest and penalties.

During 2007, new information became available in one of our international tax jurisdictions that enabled us to conclude that an uncertain tax position established in prior years had been effectively settled. As a result, we recognized an aggregate $11.1 million current tax benefit during the year ended December 31, 2007, consisting of $9.0 million for the previously unrecognized tax benefit and $2.1 million of previously accrued penalties and interest.

Statutes of limitations applicable to certain of our tax positions will lapse during 2009. Therefore, it is reasonably possible that our unrecognized tax benefits will decrease during the next twelve months for the aggregate $800,000 of unrecognized tax benefits associated with these tax positions. As of December 31, 2008, $1.2 million of accrued interest and penalties related to these unrecognized tax benefits.

Intercompany Transfer of Drilling Rigs

In December 2007, we transferred ownership of three drilling rigs among two of our subsidiaries. The income tax liability attributable to the gain resulting from the intercompany sale totaled $96.5 million and was paid by the selling subsidiary during 2008. The pre-tax profit of the selling subsidiary resulting from the intercompany sale was eliminated from our consolidated financial statements. Similarly, the carrying value of the rigs in our consolidated financial statements remained at the historical net depreciated cost prior to the intercompany sale and did not reflect the asset disposition transaction of the selling subsidiary or the asset acquisition transaction of the acquiring subsidiary.

The expense associated with the $96.5 million of income taxes paid was deferred and is being amortized on a straight-line basis over the remaining useful lives of the associated rigs, which range from three to eight years. Similarly, the tax effects of $54.8 million of reversing temporary differences of the selling subsidiary were also deferred and are being amortized on the same basis and over the same periods as described above.

As of December 31, 2008 and 2007, the unamortized balance associated with deferred charges for income taxes paid in connection with intercompany transfers of drilling rigs totaled $91.3 million and $114.4 million, respectively, included in other assets, net, on our consolidated balance sheets. Current income tax expense for the years ended December 31, 2008, 2007 and 2006 included $23.1 million, $2.9 million and $2.1 million, respectively, of amortization of income taxes paid in connection with intercompany transfers of drilling rigs. Deferred income tax expense for the years ended December 31, 2008, 2007 and 2006 included benefits of $7.2 million, $3.9 million and $3.7 million, respectively, of amortization of deferred reversing temporary differences associated with intercompany transfers of drilling rigs.

Undistributed Earnings of our Non-U.S. Subsidiaries

We do not provide U.S. deferred taxes on the undistributed earnings of our non-U.S. subsidiaries because our policy and intention is to reinvest such earnings indefinitely.

In December 2007, our primary non-U.S. subsidiary declared a $1,200.0 million dividend to its U.S. parent company, which included the distribution of its $922.1 million of earnings and the return of $277.9 million of previously invested capital. We utilized foreign tax credits to offset substantially all U.S. tax obligations associated with the December 2007 repatriation of earnings by our non-U.S. subsidiary. As of December 31, 2008, $1,000.0 million of the dividend had been paid and the remaining $200.0 million is expected to be paid during 2009.

The earnings distribution was undertaken because it provided, with minimal U.S. tax impact, substantial funding flexibility for management initiatives, including the continuation and/or extension of our ongoing stock repurchase program and greater options relative to future fleet expansion efforts. This distribution was made in consideration of unique circumstances and, accordingly, it does not change our intention to reinvest the undistributed earnings of our non-U.S. subsidiaries indefinitely. Furthermore, both our U.S. and non-U.S. subsidiaries have significant net assets, liquidity, contract backlog and other financial resources available to meet their operational and capital investment requirements and otherwise allow management to continue to maintain its policy of reinvesting the undistributed earnings of its non-U.S. subsidiaries indefinitely.

As of December 31, 2008, the undistributed earnings of our non-U.S. subsidiaries totaled $867.6 million and are indefinitely reinvested. Should we make a distribution of these earnings in the form of dividends or otherwise, we may be subject to additional U.S. income taxes. The unrecognized deferred tax liability related to the undistributed earnings of our non-U.S. subsidiaries was $244.2 million as of December 31, 2008.

11. DISCONTINUED OPERATIONS

Physical damage to our rigs caused by a hurricane, the associated costs to mitigate the insured loss ("sue and labor") and removal, salvage and recovery costs, are all covered by our property insurance policies subject to a $50.0 million per occurrence retention (deductible). The insured value of ENSCO 74 was $100.0 million. Additional coverage for ENSCO 74 sue and labor costs and wreckage and debris removal costs under our property insurance policies is limited to $25.0 million and $50.0 million, respectively. Supplemental wreckage and debris removal coverage is provided under our liability insurance policies, subject to an annual aggregate limit of $500.0 million. We also have a customer contractual indemnification that provides for reimbursement of any ENSCO 74 wreckage and debris removal costs that are not recovered under our insurance policies.

Management believes it is probable that we will be required to remove the remaining leg sections of ENSCO 74 from the drill site because the legs are adjacent to the customer's platform and may interfere with future operations. Management estimates that the leg removal costs could range from $15.0 million to $30.0 million. Therefore, a $15.0 million liability, representing the low end of the range of estimated leg removal costs, and a corresponding receivable for recovery of those costs, was recognized during the third quarter of 2008. The liability was included in accrued liabilities and other and the receivable was included in other assets, net, on our December 31, 2008 consolidated balance sheet.

The following table summarizes the pre-tax loss incurred on the disposal of ENSCO 74 during the year ended December 31, 2008 (in millions):


ENSCO 74 net book value	$	86.2
Leg removal costs		15.0
Sue and labor costs		.5

		101.7

Less recoveries:
Rig		100.0
Leg removal		15.0
Sue and labor		.5
Insurance retention		(50.0)

		65.5

Pre-tax loss on disposal of discontinued operations		$ 36.2

The loss was included in (loss) gain on disposal of discontinued operations, net, in the consolidated statement of income for the year ended December 31, 2008. We received $45.2 million of insurance proceeds associated with the insured value of ENSCO 74 during the fourth quarter of 2008 and the remaining $4.8 million during the first quarter of 2009. The operating results of ENSCO 74 were reclassified as discontinued operations in the consolidated statements of income for each of the years in the three-year period ended December 31, 2008.

We may incur additional costs or liabilities associated with the ENSCO 74 hull, including costs for removal of wreckage or debris and third party or environmental (pollution) liabilities. As the ENSCO 74 hull has not been located, these potential costs or liabilities are not currently considered probable or reasonably estimable. Therefore, no provision for such costs was recognized as of December 31, 2008.

In December 2006, we sold the ENSCO 25 platform rig for $13.7 million and recognized a pre-tax gain of $5.0 million, which was included in gain on disposal of discontinued operations, net, in the consolidated statement of income for the year ended December 31, 2006. The operating results of ENSCO 25 were reclassified as discontinued operations in the consolidated statement of income for the year ended December 31, 2006.

The ENSCO 29 platform rig sustained substantial damage during Hurricane Katrina in the third quarter of 2005. In January 2006, beneficial ownership of ENSCO 29 effectively transferred to our insurance underwriters when the rig was declared a total loss under the terms of our insurance policies. Accordingly, we received the rig's net insured value of $10.0 million and recognized a pre-tax gain of $7.5 million, which consisted of the $2.5 million excess of insurance proceeds over the $7.5 million net book value of the rig, plus $5.0 million for the de-recognition of a loss provision in the amount of an insurance deductible accrued upon hurricane damage in 2005. The gain was included in (loss) gain on disposal of discontinued operations, net, in the consolidated statement of income for the year ended December 31, 2006. During the third quarter of 2006, we recognized a $1.2 million provision ($800,000 net of tax) relating to issues involving ENSCO 29 wreckage and debris removal liability insurance coverage. See Note 12 "Commitments and Contingencies" for additional information on ENSCO 29 wreckage and debris removal. The operating results of ENSCO 29 and the $1.2 million provision for wreckage and debris removal were reclassified as discontinued operations in the consolidated statement of income for the year ended December 31, 2006.

The following table summarizes income from discontinued operations for each of the years in the three-year period ended December 31, 2008 (in millions):

	2008

Revenues	$36.2		$55.2	$58.6
Operating expenses	14.1		17.0	25.5

Operating income before income taxes	22.1		38.2	33.1
Income tax expense	7.8		13.4	11.6
(Loss) gain on disposal of discontinued operations, net	(23.5	)	--	7.2

(Loss) income from discontinued operations	$ (9.2	)	$24.8	$28.7

Debt and interest expense are not allocated to our discontinued operations.

12. COMMITMENTS AND CONTINGENCIES

Leases

We are obligated under leases for certain of our offices and equipment. Rental expense relating to operating leases was $13.9 million, $12.0 million and $11.3 million during the years ended December 31, 2008, 2007 and 2006, respectively. Future minimum rental payments under our noncancellable operating lease obligations having initial or remaining lease terms in excess of one year are as follows: $6.7 million in 2009; $2.6 million in 2010; $1.6 million in 2011; $1.4 million in 2012 and $7.9 million thereafter.

Capital Commitments

The following table summarizes the aggregate contractual commitments related to our six ENSCO 8500 Series® rigs under construction (in millions):


2009	$	393.5
2010		597.0
2011		412.3
2012		202.4

Total	$	1,605.2

The actual timing of these expenditures may vary based on the completion of various construction milestones, which are beyond our control.

FCPA Internal Investigation

ENSCO 29 Wreck Removal

A portion of the ENSCO 29 platform drilling rig was lost over the side of a customer's platform as a result of Hurricane Katrina during the third quarter of 2005. Although beneficial ownership of ENSCO 29 was transferred to our insurance underwriters when the rig was determined to be a total loss, management believes we may be legally required to remove ENSCO 29 wreckage and debris from the seabed and currently estimates that the removal cost could range from $5.0 million to $15.0 million. Our property insurance policies include coverage for ENSCO 29 wreckage and debris removal costs up to $3.8 million. We also have liability insurance policies that provide specified coverage for wreckage and debris removal costs in excess of the $3.8 million coverage provided under our property insurance policies.

Asbestos Litigation

Working Time Directive

Legislation known as the U.K. Working Time Directive ("WTD") was introduced in August 2003 and may be applicable to our employees and employees of other drilling contractors that work offshore in U.K. territorial waters or in the U.K. sector of the North Sea. Certain trade unions representing offshore employees have claimed that drilling contractors are not in compliance with the WTD in respect of paid time off (vacation time) for employees working offshore on a rotational basis (generally equal time working and off). The related issues are subject to pending or potential judicial, administrative and legislative review.

A Labor Tribunal in Aberdeen, Scotland, rendered decisions in claims involving other offshore drilling contractors and offshore service companies on February 21, 2008. The Tribunal decisions effectively held that employers of offshore workers in the U.K. Sector employed on an equal time on/time off rotation are obligated to accord such rotating personnel two-weeks annual paid time off from their scheduled offshore work assignment period. Both sides of the matter, employee and employer groups, have appealed the Tribunal decision. The appeals were heard in December 2008 and are expected to be decided early in 2009. The extent to which the decisions will impact us financially or cause us to modify our employment or compensation practices is uncertain.

We also have received inquiries from the Danish and Dutch authorities regarding applicability of the WTD as adopted by Denmark and The Netherlands to employees on our rigs operating in the Danish and Dutch sectors of the North Sea.

Based on information currently available, we do not expect the resolution of these matters to have a material adverse effect on our financial position, operating results or cash flows.

ENSCO 69 Dispute

Since May 2007, ENSCO 69 has been contracted to Petrosucre, a subsidiary of PDVSA, the national oil company of Venezuela. PDVSA subsidiaries lack funding and generally have not been paying their contractors and service providers. As of December 31, 2008, Petrosucre accounts receivable totaled $28.5 million, and our December 31, 2008 consolidated balance sheet included $14.3 million of Petrosucre accounts receivable, net of allowance for doubtful accounts. As of January 31, 2009, we had gross accounts receivable of approximately $36.0 million under the ENSCO 69 contracts.

In January 2009, we suspended drilling operations upon completion of the well in progress after Petrosucre failed to meet commitments relative to the payment of past due invoices. Petrosucre resumed ENSCO 69 drilling operations under observation by our supervisory rig personnel, utilizing Petrosucre employees and a portion of the Venezuelan rig crews that were utilized by us. Petrosucre has advised us that it temporarily is taking over operations on the rig. We are currently engaged in discussions and exchanging correspondence with Petrosucre regarding each party's contractual rights and obligations.

The ENSCO 69 contracts are governed by Venezuelan law, and there can be no assurances as to the ultimate outcome of the pending dispute which could have a material adverse effect upon our assets, financial position, operating results or cash flows. ENSCO 69 has an insured value of $65.0 million under a package policy, including coverage for certain political risks, subject to a $10.0 million deductible.

Other Matters

In addition to the foregoing, we are named defendants in certain other lawsuits, claims or proceedings incidental to our business and are involved from time to time as parties to governmental investigations or proceedings, including matters related to taxation, arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, management does not expect these matters to have a material adverse effect on our financial position, operating results or cash flows.

13. SEGMENT INFORMATION

We are in the process of developing a fleet of ultra-deepwater semisubmersible rigs. In connection therewith, we contracted a major international shipyard based in Singapore to construct seven ultra-deepwater semisubmersible rigs (the "ENSCO 8500 Series®"). ENSCO 8500 was delivered by the shipyard in September 2008 and arrived in the Gulf of Mexico in mid-December 2008. The rig is currently undergoing deepwater sea trials and is projected to commence operations under a four-year contract in April 2009. In connection with the arrival of our first ENSCO 8500 Series® rig, we reorganized the management of our operations, establishing a separate business unit to manage our fleet of ultra-deepwater semisubmersible rigs.

Segment information for each of the years in the three-year period ended December 31, 2008 is presented below. General and administrative expense and depreciation expense incurred by our corporate office are not allocated to our operating segments for purposes of measuring segment operating income and were included in "Reconciling Items." Assets not allocated to our operating segments were also included in "Reconciling Items." As of December 31, 2008, 2007 and 2006, total asset reconciling items consisted primarily of cash and cash equivalents and goodwill.

Year Ended December 31, 2008
(in millions)

				North
				and	Operating
		Asia	Europe/	South	Segments	Reconciling	Consolidated
	Deepwater	Pacific	Africa	America	Total	Items	Total

Revenue	$84.4	$1,052.9	$804.1	$509.0	$2,450.4	$ --	$2,450.4
Operating expenses Contract drilling (exclusive of depreciation)	31.2	321.9	246.7	200.7	800.5	--	800.5
Depreciation	9.1	85.2	43.0	50.3	187.6	1.9	189.5
General and administrative	--	--	--	--	--	53.8	53.8

Operating income	$44.1	$645.8	$514.4	$258.0	$1,462.3	$(55.7)	$1,406.6

Total assets	$1,759.9	$1,327.7	$806.7	$773.1	$4,667.4	$1,162.7	$5,830.1
Capital expenditures	657.8	42.6	22.7	46.3	769.4	2.7	772.1

Year Ended December 31, 2007
(in millions)

				North
				and	Operating
		Asia	Europe/	South	Segments	Reconciling	Consolidated
	Deepwater	Pacific	Africa	America	Total	Items	Total

Revenue	$72.8	$912.7	$670.8	$432.3	$2,088.6	$ --	$2,088.6
Operating expenses Contract drilling (exclusive of depreciation)	28.8	271.9	208.4	162.1	671.2	--	671.2
Depreciation	9.3	81.1	40.4	45.3	176.1	4.1	180.2
General and administrative	--	--	--	--	--	59.5	59.5

Operating income	$34.7	$559.7	$422.0	$224.9	$1,241.3	$(63.6)	$1,177.7

Total assets	$973.8	$1,386.6	$773.6	$808.8	$3,942.8	$1,026.0	$4,968.8
Capital expenditures	352.4	50.6	22.0	93.0	518.0	1.4	519.4

Year Ended December 31, 2006
(in millions)

				North
				and	Operating
		Asia	Europe/	South	Segments	Reconciling	Consolidated
	Deepwater	Pacific	Africa	America	Total	Items	Total

Revenue	$60.9	$585.5	$497.1	$626.3	$1,769.8	$ --	$1,769.8
Operating expenses Contract drilling (exclusive of depreciation)	26.3	226.0	158.0	154.5	564.8	--	564.8
Depreciation	8.9	75.3	36.4	46.8	167.4	3.7	171.1
General and administrative	--	--	--	--	--	44.6	44.6

Operating income	$25.7	$284.2	$302.7	$425.0	$1,037.6	$(48.3)	$ 989.3

Total assets	$564.6	$1,358.6	$640.4	$891.7	$3,455.3	$879.1	$4,334.4
Capital expenditures	299.5	128.9	9.5	88.0	525.9	2.0	527.9

Information about Geographic Areas

As of December 31, 2008, our Deepwater operating segment consisted of one ultra-deepwater semisubmersible rig located in the Gulf of Mexico, one ultra-deepwater semisubmersible rig mobilizing to Australia and six ultra-deepwater semisubmersible rigs under construction in Singapore. Our Asia Pacific operating segment consisted of 19 jackup rigs and one barge rig deployed in various locations throughout Asia, the Middle East, Australia and New Zealand. Our Europe/Africa operating segment consisted of eight jackup rigs deployed in various territorial waters of the North Sea and two jackup rigs located offshore Tunisia. Our North and South America operating segment consisted of 12 jackup rigs located in the Gulf of Mexico, one jackup rig located offshore Mexico and one jackup rig located offshore Venezuela.

For purposes of our geographic areas disclosures, we attribute revenues to the geographic location where such revenue is earned and assets to the geographic location of the drilling rig as of December 31 of the applicable year. For new construction projects, assets are attributed to the location of future operation if known or to the location of construction if the ultimate location of operation is undetermined. Information by country for those countries that account for more than 10% of total revenues or 10% of our long-lived assets was as follows (in millions):

	Revenues			Long-lived Assets

	2008	2007	2006	2008	2007	2006

United States	$ 485.8	$ 474.7	$ 666.2	$1,663.6	$1,640.3	$1,219.5
United Kingdom	478.3	392.5	325.9	309.0	425.5	242.7
Indonesia	254.2	116.1	29.5	153.9	325.4	139.9
Singapore	--	--	--	550.5	17.1	85.9
Other foreign countries	1,232.1	1,105.3	748.2	1,194.3	950.6	1,272.4

Total	$2,450.4	$2,088.6	$1,769.8	$3,871.3	$3,358.9	$2,960.4

14. SUPPLEMENTAL FINANCIAL INFORMATION

Consolidated Balance Sheet Information

Accounts receivable, net, as of December 31, 2008 and 2007 consisted of the following (in millions):

	2008		2007

Trade	$483.5		$372.2
Other	19.7		16.4

	503.2		388.6
Allowance for doubtful accounts	(20.5	)	(5.4	)

	$482.7		$383.2

Other current assets as of December 31, 2008 and 2007 consisted of the following (in millions):

	2008	2007

Inventory	$ 47.0	$ 39.7
Deferred mobilization costs	24.4	26.3
Deferred tax assets	20.3	15.1
Prepaid taxes	16.4	9.5
Prepaid expenses	9.4	8.3
Other	11.1	17.7

	$128.6	$116.6

Other assets, net, as of December 31, 2008 and 2007 consisted of the following (in millions):

	2008	2007

Prepaid taxes on intercompany transfers of property	$ 91.3	$114.4
Deferred mobilization costs	23.1	2.9
Wreckage and debris removal receivables	18.8	3.8
Supplemental executive retirement plans	13.9	15.8
Other	10.4	7.5

	$157.5	$144.4

Accrued liabilities and other as of December 31, 2008 and 2007 consisted of the following (in millions):

	2008	2007

Capital expenditures	$105.1	$ 96.1
Personnel costs	50.5	49.6
Taxes	48.2	195.1
Derivative liabilities	25.8	1.6
Other operating expenses	65.6	57.2
Deferred and prepaid revenue	67.8	61.2
Wreckage and debris removal	15.0	--
Other	2.7	4.8

	$380.7	$465.6

Other liabilities as of December 31, 2008 and 2007 consisted of the following (in millions):

	2008	2007

Unrecognized tax benefits (inclusive of interest and penalties)	$ 39.7	$32.7
Deferred revenue	34.4	4.8
Supplemental executive retirement plans	13.9	15.8
Self-insured maritime employer's liability	7.8	5.3
Wreckage and debris removal	5.0	5.0
Other	9.7	6.3

	$110.5	$69.9

Consolidated Statement of Income Information

Repair and maintenance expense related to continuing operations for each of the years in the three-year period ended December 31, 2008 was as follows (in millions):

		2008		2007		2006

Repair and maintenance expense		$125.0		$98.7		$73.3

Consolidated Statement of Cash Flows Information

Cash paid for interest and income taxes for each of the years in the three-year period ended December 31, 2008 was as follows (in millions):

	2008	2007	2006

Interest, net of amounts capitalized	$ .5	$ 4.6	$ 15.3
Income taxes	350.5	214.3	206.3

Capitalized interest totaled $21.6 million in 2008, $30.4 million in 2007 and $18.9 million in 2006. Excluded from investing activities on our consolidated statements of cash flows were capital expenditure accruals of $105.1 million in 2008, $96.1 million in 2007 and $27.2 million in 2006.

Financial Instruments

The carrying amounts and estimated fair values of our debt instruments as of December 31, 2008 and 2007 were as follows (in millions):

	2008		2007
		Estimated		Estimated
	Carrying	Fair	Carrying	Fair
	Amount	Value	Amount	Value

4.65% Bonds, including current maturities	$ 54.0	$ 39.5	$ 58.5	$ 54.7
6.36% Bonds, including current maturities	88.7	80.0	101.4	108.7
7.20% Debentures	148.8	140.3	148.7	165.3

The estimated fair values of our debt instruments were determined using quoted market prices or third party valuations. The estimated fair value of our cash and cash equivalents, receivables, trade payables and other liabilities approximated their carrying values as of December 31, 2008 and 2007.

As of December 31, 2008, we held $72.3 million (par value) of auction rate securities measured at fair value in accordance with SFAS 157. The carrying value of our auction rate securities was $64.2 million as of December 31, 2008. We did not own auction rate securities as of December 31, 2007. See "Note 8 - Fair Value Measurements" for additional information on fair value measurement of our auction rate securities.

We have cash, receivables and payables denominated in foreign currencies. These financial assets and liabilities create exposure to foreign currency exchange rate risk. When warranted, we hedge such risk by purchasing foreign currency forward contracts. We do not enter into such contracts for trading or other speculative purposes. As of December 31, 2008 and 2007, the fair value of such contracts was a net liability of $20.3 million and a net asset of $4.6 million, respectively.

Concentration of Credit Risk

We are exposed to credit risk relating to our receivables from customers, our cash and cash equivalents and investments and our use of derivative instruments in connection with the management of foreign currency exchange rate risk. We minimize our credit risk relating to receivables from customers, which consist primarily of major international and independent oil and natural gas producers, as well as government-owned oil and gas companies, by performing ongoing credit evaluations. We also maintain reserves for potential credit losses, which to date have been within management's expectations. We minimize our credit risk relating to cash and investments by focusing on diversification and quality of instruments. Cash balances are maintained in major, highly-capitalized commercial banks. Cash equivalents consist of a portfolio of high-grade instruments. Custody of cash and cash equivalents is maintained at several major financial institutions, and we monitor the financial condition of those financial institutions. Substantially all of our investments were issued by state agencies and are substantially guaranteed by the U.S. government under FFELP. We minimize our credit risk relating to the counterparties of our derivative instruments by transacting with multiple, high-quality counterparties, thereby limiting exposure to individual counterparties, and by monitoring the financial condition of those counterparties.

During 2008, 2007 and 2006, no customer provided more than 10% of consolidated revenues.

15. UNAUDITED QUARTERLY FINANCIAL DATA

The following table summarizes our unaudited quarterly consolidated income statement data for the years ended December 31, 2008 and 2007 (in millions, except per share amounts):

2008	First Quarter		Second Quarter	Third Quarter		Fourth Quarter		Year


Operating revenues	$568.5		$624.0	$635.8		$622.1		$2,450.4

Operating expenses
Contract drilling (exclusive of depreciation)	187.7		210.4	193.4		209.0		800.5
Depreciation	46.4		47.5	47.7		47.9		189.5
General and administrative	12.7		13.8	15.2		12.1		53.8

Operating income	321.7		352.3	379.5		353.1		1,406.6

Interest income	5.0		3.7	3.2		2.1		14.0
Other, net	(.5	)	3.1	(9.7	)	(11.1	)	(18.2	)

Income from continuing operations before
income taxes	326.2		359.1	373.0		344.1		1,402.4
Provision for income taxes	59.2		67.8	71.8		43.6		242.4

Income from continuing operations	267.0		291.3	301.2		300.5		1,160.0
Income (loss) from discontinued operations, net	5.0		5.4	(18.9	)	(.7	)	(9.2	)


Net income	$272.0		$296.7	$282.3		$299.8		$1,150.8


Earnings (loss) per share - basic
Continuing operations	$ 1.87		$ 2.04	$ 2.13		$ 2.15		$ 8.19
Discontinued operations	.04		.04	(.13	)	(.01	)	(.06	)

	$ 1.90		$ 2.08	$ 2.00		$ 2.14		$ 8.13


Earnings (loss) per share - diluted
Continuing operations	$ 1.86		$ 2.03	$ 2.13		$ 2.14		$ 8.17
Discontinued operations	.03		.04	(.13	)	(.00	)	(.06	)

	$ 1.90		$ 2.07	$ 1.99		$ 2.14		$ 8.11

2007	First Quarter		Second Quarter		Third Quarter	Fourth Quarter	Year


Operating revenues	$501.5		$533.0		$536.4	$517.7	$2,088.6

Operating expenses
Contract drilling (exclusive of depreciation)	159.1		166.0		175.5	170.6	671.2
Depreciation	44.1		45.7		46.2	44.2	180.2
General and administrative	16.0		19.1		11.5	12.9	59.5

Operating income	282.3		302.2		303.2	290.0	1,177.7

Interest income	6.2		6.3		7.1	6.7	26.3
Interest expense, net	(1.1	)	(.8	)	--	--	(1.9	)
Other, net	4.5		2.3		2.7	3.9	13.4

Income from continuing operations before
income taxes	291.9		310.0		313.0	300.6	1,215.5
Provision for income taxes	64.7		63.3		53.6	66.7	248.3

Income from continuing operations	227.2		246.7		259.4	233.9	967.2
Income from discontinued operations, net	5.1		7.7		7.3	4.7	24.8


Net income	$232.3		$254.4		$266.7	$238.6	$992.0


Earnings per share - basic
Continuing operations	$ 1.52		$ 1.67		$ 1.78	$ 1.63	$ 6.59
Discontinued operations	.03		.05		.05	.03	.17

	$ 1.55		$ 1.72		$ 1.83	$ 1.66	$ 6.76


Earnings per share - diluted
Continuing operations	$ 1.51		$ 1.66		$ 1.77	$ 1.62	$ 6.57
Discontinued operations	.03		.05		.05	.03	.17

	$ 1.54		$ 1.72		$ 1.82	$ 1.66	$ 6.73

16. SUBSEQUENT EVENT

Since May 2007, ENSCO 69 has been contracted to Petrosucre, a subsidiary of the national oil company of Venezuela. In late January 2009, we suspended drilling operations upon completion of the well in progress after Petrosucre failed to meet commitments relative to the payment of past due invoices. Petrosucre resumed ENSCO 69 drilling operations under observation by our supervisory rig personnel, utilizing Petrosucre employees and a portion of the Venezuelan rig crews that were utilized by us. Petrosucre has advised us that it temporarily is taking over operations on the rig. We currently are engaged in discussions and exchanging correspondence with Petrosucre regarding each party's contractual rights and obligations.

As of December 31, 2008, Petrosucre accounts receivable totaled $28.5 million, and our December 31, 2008 consolidated balance sheet included $14.3 million of Petrosucre accounts receivable, net of allowance for doubtful accounts. As of January 31, 2009, our gross Petrosucre accounts receivable totaled approximately $36.0 million.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

Not applicable.

Item 9A. Controls and Procedures

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as defined in Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"), are effective.

During the fiscal quarter ended December 31, 2008, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See "Item 8. Financial Statements and Supplementary Data" for Management's Report on Internal Control Over Financial Reporting.

Item 9B. Other Information

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item with respect to our directors, corporate governance matters and committees of the Board of Directors is contained in our Proxy Statement for the Annual Meeting of Stockholders ("the Proxy Statement") to be filed with the Commission not later than 120 days after the end of our fiscal year ended December 31, 2008 and incorporated herein by reference.

The information required by this item with respect to our executive officers is set forth in "Executive Officers" in Part I of this annual report on Form 10-K.

Information with respect to Section 16(a) of the Exchange Act is included under "Section 16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement and is incorporated herein by reference.

The guidelines and procedures of the Board of Directors are outlined in our Corporate Governance Policy. The committees of the Board of Directors operate under written charters adopted by the Board of Directors. The Corporate Governance Policy and committee charters are available on our website at www.enscointernational.com in the Governance section and are available in print without charge by contacting our Investor Relations Department at 214-397-3045.

We have a Code of Business Conduct Policy that applies to all of our employees, including our principal executive officer, principal financial officer and controller. The Code of Business Conduct Policy is available on our website at www.enscointernational.com in the Governance section and is available in print without charge by contacting our Investor Relations Department. We intend to disclose any amendments to or waivers from our Code of Business Conduct Policy by posting such information on our website. Our Proxy Statement contains governance disclosures, including information on our Code of Business Conduct Policy, the Ensco Corporate Governance Policy, the director nomination process, shareholder director nominations, shareholder communications to the Board of Directors and director attendance at the Annual Meeting of Stockholders.

Item 11. Executive Compensation

The information required by this item is contained in our Proxy Statement and incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters

The following table summarizes certain information related to our compensation plans under which shares of our Common Stock are authorized for issuance as of December 31, 2008:

					Number of securities
					remaining available for
	Number of securities				future issuance under
	to be issued upon		Weighted-average		equity compensation
	exercise of		exercise price of		plans (excluding
	outstanding options,		outstanding options,		securities reflected in
Plan category	warrants and rights		warrants and rights		column (a))

	(a)		(b)		(c)

Equity compensation plans approved by security holders		1,543,761		$45.15		5,871,194
Equity compensation plans not approved by security holders*		98		23.12		--

Total		1,543,859		$45.15		5,871,194

*		In connection with the acquisition of Chiles Offshore Inc. ("Chiles") in 2002, we assumed Chiles' stock option plan and the outstanding stock options thereunder. As of December 31, 2008, options to purchase 98 shares of our common stock, at a weighted-average exercise price of $23.12 per share, were outstanding under this plan. No shares of our common stock are available for future issuance under this plan, no further share options will be granted under this plan and the plan will be terminated upon the earlier of the exercise or expiration date of the last outstanding option.

Additional information required by this item is included in our Proxy Statement and incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is contained in our Proxy Statement and incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information required by this item is contained in our Proxy Statement and incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)

The following documents are filed as part of this report:

1. Financial Statements

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Income

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

		Notes to Consolidated Financial Statements	57

2. Financial Statement Schedules:

		The schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.

3. Exhibits

Exhibit
No.

3.1

Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement filed with the Commission on March 21, 2005, File No. 1-8097).

3.2

Revised and Restated Bylaws of the Company, effective November 4, 2008 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated November 4, 2008, File No. 1-8097).

4.1

Indenture, dated November 20, 1997, between the Company and Bankers Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated November 24, 1997, File No. 1-8097).

4.2

First Supplemental Indenture, dated November 20, 1997, between the Company and Bankers Trust Company, as trustee, supplementing the Indenture dated as of November 20, 1997 (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated November 24, 1997, File No. 1-8097).

4.3

Form of Debenture (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K dated November 24, 1997, File No. 1-8097).

⁺10.1

ENSCO International Incorporated 1996 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 filed August 23, 1996, Registration No. 333-10733).

⁺10.2

ENSCO International Incorporated Savings Plan, as revised and restated (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-8097).

10.3

Indemnification Agreement between the Company and its officers and directors (incorporated by reference to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-8097).

⁺10.4

ENSCO International Incorporated 1998 Incentive Plan (incorporated by reference to Exhibit 4.1 to the Registrant's Form S-8 filed on July 7, 1998, Registration No. 333-58625).

10.5

Bond Purchase Agreement of ENSCO Offshore Company dated January 22, 2001, concerning $190,000,000 of United States Government Guaranteed Ship Financing Obligations (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, File No. 1-8097).

10.6

United States Government Guaranteed Ship Financing Bond issued by ENSCO Offshore Company dated January 25, 2001 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, File No. 1-8097).

10.7

Supplement No.1, dated January 25, 2001, to the Trust Indenture dated December 15, 1999, between ENSCO Offshore Company and Bankers Trust Company (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, File No. 1-8097).

10.8

Ratification of Guaranty by ENSCO International Incorporated in favor of the United States of America dated January 25, 2001 and associated Guaranty Agreement by ENSCO International Incorporated in favor of the United States of America dated December 15, 1999 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, File No. 1-8097).

⁺10.9

ENSCO International Incorporated 2000 Stock Option Plan (formerly known as the Chiles Offshore Inc. 2000 Stock Option Plan) (incorporated by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-8 filed August 7, 2002, Registration No. 333-97757).

⁺10.10

Amendment No. 1 to the ENSCO International Incorporated 2000 Stock Option Plan (incorporated by reference to Exhibit 4.7 to the Registrant's Registration Statement on Form S-8 filed August 7, 2002, Registration No. 333-97757).

⁺10.11

Amendment No. 2 to the ENSCO International Incorporated 2000 Stock Option Plan (incorporated by reference to Exhibit 4.8 to the Registrant's Registration Statement on Form S-8 filed August 7, 2002, Registration No. 333-97757).

10.12

Amended and Restated Credit Agreement among ENSCO International Incorporated and ENSCO Offshore International Company as Borrowers, the lenders signatory thereto, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A. as Administrative Agent, JPMorgan Chase Bank, NA, as Syndication Agent, DnB NOR Bank ASA, New York Branch as Issuing Bank, The Bank Of Tokyo-Mitsubishi, Ltd., DnB NOR Bank ASA, New York Branch, and Wells Fargo Bank, N.A. as Co-Documentation Agents, and Mizuho Corporate Bank, Ltd. and SunTrust Bank as Co-Agents concerning a $350 million unsecured revolving credit facility, dated as of June 23, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated June 23, 2005, File No. 1-8097).

⁺10.13

Amendment No. 3 to the ENSCO International Incorporated 2000 Stock Option Plan (incorporated by reference to Exhibit 10.18 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-8097).

⁺10.14

Amendment to the ENSCO International Incorporated 1998 Incentive Plan (incorporated by reference to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-8097).

⁺10.15

Amendment to the ENSCO International Incorporated 1996 Non-Employee Directors Stock Option Plan (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, File No. 1-8097).

⁺10.16

ENSCO Non-Employee Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).

⁺10.17

ENSCO Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2004 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).

⁺10.18

ENSCO Supplemental Executive Retirement Plan and Non-Employee Director Deferred Compensation Plan Trust Agreement, as revised and restated effective January 1, 2004 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 1-8097).

⁺10.19

ENSCO 2005 Supplemental Executive Retirement Plan, effective January 1, 2005 (incorporated by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated January 5, 2005, File No. 1-8097).

⁺10.20

ENSCO 2005 Non-Employee Director Deferred Compensation Plan, effective January 1, 2005 (incorporated by reference to Exhibit 99.2 to the Registrant's Current Report on Form 8-K dated January 5, 2005, File No. 1-8097).

⁺10.21

ENSCO 2005 Benefit Reserve Trust, effective January 1, 2005 (incorporated by reference to Exhibit 99.3 to the Registrant's Current Report on Form 8-K dated January 5, 2005, File No. 1-8097).

100

⁺10.22

ENSCO 2005 Long-Term Incentive Plan, effective January 1, 2005 (incorporated by reference to Exhibit B to the Company's Definitive Proxy Statement filed with the Commission on March 21, 2005, File No. 1-8097).

⁺10.23

ENSCO 2005 Cash Incentive Plan, effective January 1, 2005 (incorporated by reference to Exhibit C to the Company's Definitive Proxy Statement filed with the Commission on March 21, 2005, File No. 1-8097).

⁺10.24

Amendment No. 6 to the ENSCO Savings Plan (As Revised and Restated Effective January 1, 1997), dated as of September 1, 2005 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report of Form 10-Q for the quarter ended September 30, 2005, File No. 1-8097).

⁺10.25

Amendment No. 7 to the ENSCO Savings Plan (As Revised and Restated Effective January 1, 1997), dated as of November 9, 2005 (incorporated by reference to Exhibit 10.29 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-8097).

⁺10.26

Amendment to the ENSCO International Incorporated 1998 Incentive Plan (incorporated by reference to Exhibit 10.29 to the Registrant's Annual Report of Form 10-K for the year ended December 31, 2005, File No. 1-8097).

⁺10.27

Employment Offer Letter Agreement dated January 13, 2006 and accepted on February 6, 2006 between the Company and Daniel W. Rabun (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated February 6, 2006, File No. 1-8097).

⁺10.28

Employment Offer Letter Agreement dated February 28, 2006 and accepted on March 1, 2006 between the Company and William S. Chadwick, Jr. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated February 28, 2006, File No. 1-8097).

⁺10.29

Amendment No. 8 to the ENSCO Savings Plan (As Revised and Restated Effective January 1, 1997), dated as of May 9, 2006 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, File No. 1-8097).

⁺10.30

Amendment to the ENSCO International Incorporated 1996 Non-Employee Directors Stock Option Plan, dated as of May 31, 2006 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, File No. 1-8097).

⁺10.31

Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan, dated as of May 31, 2006 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, File No. 1-8097).

⁺10.32

Amendment to the ENSCO International Incorporated 1998 Incentive Plan, dated as of May 31, 2006 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, File No. 1-8097).

⁺10.33

Summary of Change in Compensation of Non-Employee Directors, effective May 9, 2006 (incorporated by reference to Exhibit 10. 5 to the Registrant's Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2006, File No. 1-8097).

⁺10.34

Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan, dated as of December 26, 2006 (incorporated by reference to Exhibit 10.39 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-8097).

⁺10.35

Amendment No. 9 to the ENSCO Savings Plan (As Revised and Restated Effective January 1, 1997), dated as of December 26, 2006 (incorporated by reference to Exhibit 10.40 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-8097).

⁺10.36

Amendment No. 10 to the ENSCO Savings Plan (As Revised and Restated Effective January 1, 1997), dated as of December 26, 2006 (incorporated by reference to Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, File No. 1-8097).

101

⁺10.37

Retirement Agreement dated February 28, 2007 between the Company and Carl F. Thorne (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated February 28, 2007, File No. 1-8097).

⁺10.38

Tax Payment Compensatory Agreement dated May 30, 2007 between the Company and Paul Mars (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated May 30, 2007, File No. 1-8097).

⁺10.39

Summary of Changes in Compensation of Non-Employee Directors, effective November 6, 2007 (incorporated by reference to Item 8.01 of the Registrant's Current Report on Form 8-K dated November 6, 2007, File No. 1-8097).

⁺10.40

2008 Performance Measurement Criteria for Named Executive Officers under the ENSCO Cash Incentive Plan (incorporated by reference to Item 5.02 of the Registrants Current Report on Form 8-K dated November 6, 2007, File No. 1-8097).

⁺10.41

Amendment No. 11 to the ENSCO Savings Plan (As Revised and Restated Effective January 1, 1997), dated as of November 6, 2007 (incorporated by reference to Exhibit 10.43 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-8097).

⁺10.42

Amendment No. 1 to the 2005 ENSCO Supplemental Executive Retirement Plan, dated as of November 6, 2007 (incorporated by reference to Exhibit 10.44 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2007, File No. 1-8097).

⁺10.43

2007 Cash Bonus Awards for Named Executive Officers under the 2005 ENSCO Cash Incentive Plan (incorporated by reference to Item 5.02 of the Registrant's Current Report on Form 8-K dated March 14, 2008, File No. 1-8097.)

⁺10.44

Amendment No. 1 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated Effective January 1, 2004), dated as of March 11, 2008 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).

⁺10.45

Amendment No. 2 to the ENSCO 2005 Supplemental Executive Retirement Plan, dated as of March 11, 2008 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).

⁺10.46

Amendment No. 1 to the ENSCO Non-Employee Director Deferred Compensation Plan, dated as of March 11, 2008 (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).

⁺10.47

Amendment No. 1 to the ENSCO 2005 Non-Employee Director Deferred Compensation Plan, dated as of March 11, 2008 (incorporated by reference to Exhibit 10.4 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).

⁺10.48

Amendment No. 12 to the ENSCO Savings Plan (As Revised and Restated Effective January 1, 1997), dated as of March 11, 2008 (incorporated by reference to Exhibit 10.5 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).

⁺10.49

Third Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan, dated as of April 1, 2008 (incorporated by reference to Exhibit 10.6 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, File No. 1-8097).

⁺10.50

Fourth Amendment to the ENSCO International Incorporated 2005 Long-Term Incentive Plan, dated as of May 21, 2008 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 1-8097).

⁺10.51

Amendment to the ENSCO International Incorporated 2005 Cash Incentive Plan, dated as of May 21, 2008 (incorporated by reference to Exhibit 10.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 1-8097).

102

⁺10.52

Employment Offer Letter dated May 19, 2008 and accepted on May 22, 2008 between the Registrant and Mark Burns (incorporated by reference to Exhibit 10.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, File No. 1-8097).

⁺10.53

Employment Offer Letter dated June 23, 2008 and accepted July 22, 2008 between the Registrant and Carey Lowe (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, File No. 1-8097).

⁺10.54

Fifth Amendment to the ENSCO International Incorporated Long-Term Incentive Plan, effective November 4, 2008 except as otherwise specifically conditioned and provided therein (incorporated by reference to Item 10.1 of the Registrant's Current Report on Form 8-K dated November 7, 2008, File No. 1-8097).

⁺10.55

2009 Performance Criteria for Named Executive Officers under the ENSCO Cash Incentive Plan (incorporated by reference to Item 5.02 of the Registrant's Current Report on Form 8-K dated December 30, 2008, File No. 1-8097).

⁺*10.56

ENSCO 2005 Supplemental Executive Retirement Plan (As Amended and Restated effective January 1, 2005), dated November 4, 2008.

⁺*10.57

Amendment No. 2 to the ENSCO Supplemental Executive Retirement Plan (As Amended and Restated effective January 1, 2004), dated November 4, 2008.

⁺*10.58

Amendment No. 13 to the ENSCO Savings Plan (As Revised and Restated Effective January 1, 1997), dated November 4, 2008.

⁺*10.59

Second Amendment to the ENSCO International Incorporated 2005 Cash Incentive Plan, dated as of November 4, 2008.

⁺*10.60

Amendment No. 2 to the ENSCO 2005 Non-Employee Director Deferred Compensation Plan, dated as of November 4, 2008.

⁺*10.61

Trust Deed with respect to the Trust to be known as The Ensco Multinational Savings Plan between Ensco International Incorporated (as Plan Sponsor) and Citco Trustees (Cayman) Limited (as Original Trustee), effective as of January 1, 2009.

*21.1

Subsidiaries of the Registrant.

*23.1

Consent of Independent Registered Public Accounting Firm.

**31.1

Certification of the Chief Executive Officer of Registrant pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

**31.2

Certification of the Chief Financial Officer of Registrant pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

**32.1

Certification of the Chief Executive Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**32.2

Certification of the Chief Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith

** Furnished herewith

⁺ Management contracts or compensatory plans and arrangements required to be filed as exhibits pursuant
to Item 15(b) of this report.

We will furnish to the Securities and Exchange Commission upon request, all constituent instruments defining the rights of holders of our long-term debt not filed herewith as permitted by paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K.

103

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on February 26, 2009.

		ENSCO International Incorporated (Registrant)

		By /s/ DANIEL W. RABUN Daniel W. Rabun Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signatures	Title	Date

/s/ DAVID M. CARMICHAEL David M. Carmichael	Director	February 26, 2009

/s/ J. RODERICK CLARK J. Roderick Clark	Director	February 26, 2009

/s/ C. CHRISTOPHER GAUT C. Christopher Gaut	Director	February 26, 2009

/s/ GERALD W. HADDOCK Gerald W. Haddock	Director	February 26, 2009

/s/ THOMAS L. KELLY II Thomas L. Kelly II	Director	February 26, 2009

/s/ KEITH O. RATTIE Keith O. Rattie	Director	February 26, 2009

/s/ RITA M. RODRIGUEZ Rita M. Rodriguez	Director	February 26, 2009

/s/ PAUL E. ROWSEY, III Paul E. Rowsey, III	Director	February 26, 2009

/s/ JAMES W. SWENT III James W. Swent III	Senior Vice President - Chief Financial Officer	February 26, 2009

/s/ DAVID A. ARMOUR David A. Armour	Vice President - Finance	February 26, 2009

/s/ DOUGLAS J. MANKO Douglas J. Manko	Controller	February 26, 2009

104

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Exhibit 10.56

ENSCO

2005

SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

As Amended and Restated

Effective January 1, 2005

TABLE OF CONTENTS

Page

ARTICLE I PURPOSE 2

ARTICLE II DEFINITIONS AND CONSTRUCTION 3

2.1 Definitions 3

(a) "Account" 3

(b) "Administrator" 3

(c) "Affiliate" 3

(d) "Automatic Deferral" 3

(e) "Basic Deferral" 3

(f) "Beneficiary" 3

(g) "Benefits" 4

(h) "Board" 4

(i) "Code" 4

(j) "Committee" 4

(k) "Company" 4

(l) "Compensation" 4

(m) "Deferred Compensation" 5

(n) "Deferred Compensation Election" 5

(o) "Deferred Compensation/Participation Agreement" 5

(p) "Disability" 5

(q) "Discretionary Deferral" 5

(r) "Distribution Entitlement Date" 5

(s) "Effective Date" 5

(t) "Eligible Employee" 5

(u) "Employee" 5

(v) "Employer" 6

(w) "Employer Discretionary Contributions" 6

(x) "ERISA" 6

(y) "401(k) Plan" 6

(z) "Insolvent" 6

(aa) "Matching Contributions" 6

(bb) "Normal Retirement Age" 6

(cc) "Original SERP" 6

(dd) "Participant" 6

(ee) "Period of Service" 6

(ff) "Plan" 7

(gg) "Plan Year" 7

(hh) "Specified Employee" 7

(ii) "Year of Service" 7

2.2 Construction 7

i

ARTICLE III PARTICIPATION AND VESTING 8

3.1 Eligibility and Participation 8

3.2 Cessation of Participation 8

ARTICLE IV CONTRIBUTIONS AND ACCOUNTING 8

4.1 Deferred Compensation 8

(a) Automatic Deferral 9

(b) Basic Deferrals 9

(c) Discretionary Referrals 9

(d) Limit on Deferrals 10

(e) Failure to Elect 10

4.2 Matching Contributions 10

4.3 Employer Discretionary Contribution 10

4.4 Vesting 11

4.5 Accounting for Deferred Compensation and Other Benefits 12

4.6 Plan Benefits 12

ARTICLE V DISTRIBUTION OF BENEFITS 13

5.1 Payment of Benefits 13

(a) Distribution Entitlement Date for Participants Other than
      Specified Employees 13

(b) Distribution Entitlement Date for Specified Employees 13

5.2 Timing of Certain Payments 13

(a) An Unforeseeable Emergency of the Participant 14

(b) Domestic Relations Orders 14

(c) Conflicts of Interest Laws 14

(d) Change in Circumstances 14

5.3 Form of Payment and Deferral of Timing of Payment 15

5.4 Designation of Beneficiary 15

5.5 Payment of Payroll Taxes and Income Tax Withholding 16

ARTICLE VI PAYMENT LIMITATIONS 16

6.1 Payment Due an Incompetent 16

6.2 Spendthrift Clause 16

ARTICLE VII FUNDING 17

7.1 Funding 17

7.2 Investments 17

ARTICLE VIII ADMINISTRATION 19

8.1 Authority of the Administrator 19

8.2 Claims Procedure 19

ii

8.3 Cost of Administration 19

8.4 Limitations on Plan Administration 19

ARTICLE IX OTHER BENEFIT PLANS OF THE COMPANY 19

9.1 Other Plans 19

ARTICLE X AMENDMENT AND TERMINATION OF THE PLAN 20

10.1 Amendment 20

10.2 Termination 20

10.3 Continuation 21

ARTICLE XI MISCELLANEOUS 21

11.1 Rights Against Employer 21

11.2 Action Taken in Good Faith 21

11.3 Limitation of Liability/Rights of Indemnification 21

11.4 Severability 22

11.5 Construction 22

11.6 Governing Law 22

iii

ENSCO
2005
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2005)

       THIS AGREEMENT, executed this 4th day of November, 2008, and effective the first day of January, 2005, except as specifically provided otherwise to the contrary herein, by ENSCO International Incorporated, having its principal office in Dallas, Texas (hereinafter referred to as the "Company").

WITNESSETH:

       WHEREAS, effective April 1, 1995, Energy Service Company, Inc. adopted the Energy Service Company, Inc. Select Executive Retirement Plan (the "Original SERP");

       WHEREAS, the name of the Company was changed to ENSCO International Incorporated;

       WHEREAS, the Company amended and restated the Original SERP, effective January 1, 1997, to provide a discretionary profit sharing contribution, to rename the Original SERP the ENSCO Supplemental Executive Retirement Plan, and to coordinate the operation of the Original SERP with the ENSCO Savings Plan;

       WHEREAS, the Pension and Welfare Benefits Administration of the Department of Labor issued final regulations establishing new standards for processing benefit claims of participants and beneficiaries under Section 8.2 of the Original SERP which were subsequently clarified by further guidance from the Pension and Welfare Benefits Administration (collectively the "Final Claims Procedure Regulations");

       WHEREAS, the Company adopted Amendment No. 1 to the amended and restated Original SERP, effective as of January 1, 2002, to revise Section 8.2 of the Original SERP to provide that the administrator of the Original SERP shall process benefit claims of participants and beneficiaries pursuant to the claims procedure specified in the summary plan description for the Original SERP which shall comply with the Final Claims Procedure Regulations, as may be amended from time to time;

       WHEREAS, the Company amended and restated the Original SERP, effective as of January 1, 2004;

       WHEREAS, the American Jobs Creation Act of 2004 (the "AJCA") enacted new section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), which imposes new rules regarding the timing of elections and distributions under nonqualified deferred compensation plans effective for years beginning after December 31, 2004;

Page 1 of 22

       WHEREAS, the Company determined to comply with the AJCA and new section 409A of the Code by freezing the Original SERP and adopting the ENSCO 2005 Supplemental Executive Retirement Plan (the "2005 SERP"), effective January 1, 2005;

       WHEREAS, the Board of Directors of the Company (the "Board"), upon recommendation of its Nominating, Governance and Compensation Committee (the "Committee"), approved Amendment No. 1 to the 2005 SERP during a regular meeting held on November 6, 2007;

       WHEREAS, the Board, upon recommendation of the Committee, approved Amendment No. 2 to the 2005 SERP during a regular meeting held on March 10, 2008;

       WHEREAS, the Board, upon recommendation of the Committee, approved this amendment and restatement of the 2005 SERP during a regular meeting held on November 4, 2008; and

       WHEREAS, the Company now desires to amend and restate the 2005 SERP, effective as of January 1, 2005, except as specifically provided otherwise to the contrary herein, in order to (i) facilitate compliance with the final Treasury regulations under section 409A of the Code, and (ii) incorporate the amendments to the 2005 SERP previously made by Amendment No. 1 and Amendment No. 2;

       NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Company hereby adopts the following amended and restated 2005 SERP:

ARTICLE I

PURPOSE

       The objective and purpose of this Plan is to attract and retain competent officers, key executives, management and highly compensated employees by offering flexible compensation opportunities to officers, key executives, management and highly compensated employees of the Company and its Affiliates and to offer them an opportunity to build an estate or supplement income for use after retirement. In addition to this Plan, the Company sponsors certain broad-based employee benefit plans covering its employees.

       Through this Plan, the Company intends to permit the deferral of compensation and to provide additional benefits to a select group of management or highly compensated employees of the Company and its Affiliates. Accordingly, it is intended that this Plan shall not constitute a "qualified plan" subject to the limitations of section 401(a) of the Code, nor shall it constitute a "funded plan" for purposes of such requirements. It is also intended that this Plan shall be exempt from the participation and vesting requirements of Part 2 of Title I of ERISA, the funding requirements of Part 3 of Title I of ERISA, and the fiduciary requirements of Part 4 of Title I of ERISA by reason of the exclusions afforded plans which are unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

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       Any Participant or Beneficiary shall have the status of an unsecured general creditor of the Employer as to this Plan and any trust fund that may be established by the Employer, or asset identified specifically by the Employer, as a reserve for the discharge of its obligations under this Plan.

ARTICLE II

DEFINITIONS AND CONSTRUCTION

       2.1     Definitions. When a word or phrase shall appear in this Plan with the initial letter capitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be a term defined in this Section 2.1. The following words and phrases with the initial letter capitalized shall have the meaning set forth in this Section 2.1, unless a different meaning is required by the context in which the word or phrase is used.

(a)          "Account" means the individual bookkeeping account established for each Participant in this Plan, as described in Section 4.5.

(b)          "Administrator" means the Committee, except to the extent that the Board has appointed another person or persons, or a committee of the Board, to serve as the Administrator with respect to this Plan. The Committee may delegate to the management of the Company the authority and duties relating to the routine administration of this Plan.

(c)          "Affiliate" means a corporation that is a member of a controlled group of corporations (as defined in section 414(b) of the Code) which includes the Company, any trade or business (whether or not incorporated) which are in common control (as defined in section 414(c) of the Code) with the Company, or any entity that is a member of the same affiliated service group (as defined in section 414(m) of the Code) as the Company.

(d)          "Automatic Deferral" means the Compensation deferral described in Section 4.1 made by a Participant who has reached the statutory limits on annual compensation (as provided and defined in section 1.5 of the 401(k) Plan), elective deferrals or contributions or benefits under the 401(k) Plan.

(e)          "Basic Deferral" means the Compensation deferral described in Section 4.1 made by a Participant who has elected to make a Compensation deferral to this Plan in such amount as provided in Section 4.1.

(f)          "Beneficiary" means the person designated in writing by the Participant pursuant to Section 5.4 to receive Benefits in the event of his or her death.

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(g)          "Benefits" means the sum of (i) the aggregate amounts representing the Participant's Automatic Deferrals, if any, Basic Deferrals, Discretionary Deferrals, if any, vested Employer Discretionary Contributions, and vested Matching Contributions credited to the Participant's Account pursuant to Section 4.5, plus earnings thereon and less losses allocable thereto, if any, attributable to the investment of such amounts pursuant to Section 7.2 hereof, and (ii) the aggregate amounts, if any, representing the matching contributions under section 4.2 of the Original SERP and employer discretionary contributions under section 4.3 of the Original SERP, plus earnings thereon and less losses allocable thereto, if any, attributable to the investment of such amounts, with respect to which the Participant becomes vested after December 31, 2004 under section 4.4 of the Original SERP and which are credited to the Participant's Account pursuant to Section 4.5 for payment to the Participant under this Plan in accordance with the terms of this Plan in order for the Original SERP and this Plan to comply with the requirements of section 409A of the Code.

(h)          "Board" means the Board of Directors of the Company, or any committee of the Board authorized to act on its behalf.

(i)          "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to a section of the Code shall include that section, applicable Treasury regulations or other applicable guidance promulgated thereunder and any comparable section of any future legislation that amends, supplements or supersedes said section, effective as of the date such comparable section is effective with respect to this Plan.

(j)          "Committee" means the Nominating, Governance and Compensation Committee of the Board, or such other Committee as may be appointed by the Board from time to time.

(k)          "Company" means ENSCO International Incorporated, a Delaware corporation, or such other organization which, pursuant to a spinoff, merger, consolidation, reorganization, or similar corporate transaction where a significant portion of the Company's employees become employees of such organization, adopts and assumes this Plan as the sponsor with the consent of the Company and agrees to accept the duties, responsibilities and obligations of the sponsor of this Plan. References in this Plan to the Company shall refer to any such organization which adopts and assumes the sponsorship of this Plan.

(l)          "Compensation" means the base wages and salary paid to an eligible Employee by an Employer for a Plan Year plus amounts applied to purchase medical benefits pursuant to a salary reduction agreement under a cafeteria plan as defined in section 125 of the Code sponsored by an Employer, amounts deferred pursuant to a salary reduction agreement authorized under the 401(k) Plan, and amounts deferred pursuant to a salary reduction agreement under any other plan described in sections 401(k) and 408(k) of the Code sponsored by an Employer.

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(m)          "Deferred Compensation" means the amount credited to a Participant's Account pursuant to a Participant's Deferred Compensation Election in accordance with Section 4.1 and shall include Basic Deferrals under Section 4.1(a), Automatic Deferrals under Section 4.1(b) and Discretionary Deferrals under Section 4.1(c).

(n)          "Deferred Compensation Election" means the election by a Participant to defer his or her Compensation as an Automatic Deferral, Basic Deferral and/or Discretionary Deferral in accordance with Section 4.1.

(o)          "Deferred Compensation/Participation Agreement" means the individual written agreement between the Company or an Employer and a Participant pursuant to which the Participant (i) consents to participation in this Plan, (ii) makes his or her Deferred Compensation Election, (iii) makes his or her elections regarding the time and form of payments of his or her vested Benefits, (iv) designates his or her Beneficiary, and (v) directs the investment of the assets credited to his or her Account, if permitted pursuant to Section 7.2.

(p)          "Disability" means a disability suffered by a Participant because he or she (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Participant's Employer.

(q)          "Discretionary Deferral" means the Compensation deferral described in Section 4.1 made by a Participant who has elected to make a Compensation deferral to this Plan in such amount as provided in Section 4.1.

(r)          "Distribution Entitlement Date" means the date specified (i) in Section 5.1(a) for any Participant who is not a Specified Employee, and (ii) in Section 5.1(b) for any Participant who is a Specified Employee.

(s)          "Effective Date" means January 1, 2005.

(t)          "Eligible Employee" means an Employee who is selected by the Committee pursuant to Section 3.1 as eligible to participate in this Plan for a Plan Year.

(u)          "Employee" means any individual in the employ of an Employer who is on an Employer's United States dollar payroll (and who is classified as an Employee by the Employer). The term "Employee" shall not include any individual who by contract is not classified by the Employer as a common law employee of the Employer, even if such individual is included on the Employer's payroll for Federal income tax withholding purposes or whether such person is later classified as an employee by the Internal Revenue Service, the Department of Labor, a court, an administrative agency or an Employer.

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(v)          "Employer" means the Company and any other Affiliate, with respect to its Employees, provided such Affiliate is designated by the Board or the Committee as an Employer under this Plan and whose designation as such has become effective and has continued in effect. The designation shall become effective only when it shall have been accepted by the governing body of the Employer. An Employer may revoke its acceptance of such designation at any time, but until such acceptance has been revoked, all of the provisions of this Plan and amendments thereto shall apply to the Employees of the Employer. In the event the designation of the Employer as such is revoked by the governing body of the Employer, such revocation will not be deemed a termination of this Plan.

(w)          "Employer Discretionary Contributions" means amounts, if any, credited to a Participant's Account pursuant to Section 4.3.

(x)          "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and applicable regulations promulgated thereunder.

(y)          "401(k) Plan" means the ENSCO Savings Plan, as such plan may be amended from time to time.

(z)          "Insolvent" means with respect to each Employer, such Employer being unable to pay its debts as they become due or being subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(aa)        "Matching Contributions" means, with respect to a Participant who makes Automatic Deferrals and/or Basic Deferrals to this Plan, the amounts credited to the Participant's Account pursuant to Section 4.2.

(bb)        "Normal Retirement Age" means the date a Participant attains age 65.

(cc)        "Original SERP" means the ENSCO Supplemental Executive Retirement Plan, as adopted effective April 1, 1995, as amended and restated effective as of January 1, 2004, and as subsequently amended.

(dd)        "Participant" means an Eligible Employee who has elected to participate in this Plan by executing a Deferred Compensation/Participation Agreement in accordance with Section 4.1.

(ee)        "Period of Service" means for each Employee eligible to participate in this Plan on and after January 1, 2005, the period commencing January 1, 2005 and ending December 31, 2005 and thereafter, the twelve-month period ending each December 31. For an Employee who first becomes eligible to participate in this Plan after January 1, 2005, his or her first Period of Service shall commence on his or her eligibility date and shall end on the following December 31st.

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(ff)        "Plan" means the ENSCO 2005 Supplemental Executive Retirement Plan, as amended and restated, effective as of January 1, 2005, and described in this document, and as it may hereafter be amended.

(gg)        "Plan Year" means the fiscal year of this Plan, which shall commence on January 1 each year and end on December 31 of such year.

(hh)        "Specified Employee" means an Employee for each 12-consecutive month period that begins on any April 1st and immediately follows a Plan Year during which such Employee was, at any time during that Plan Year:

       (i)     an officer of any Employer having annual compensation greater than $135,000 (as adjusted under section 416(i)(1) of the Code, e.g., to $140,000 for the 2006 Plan Year, $145,000 for the 2007 Plan Year, $150,000 for the 2008 Plan Year and $160,000 for the 2009 Plan Year);

       (ii)   a more than five-percent owner of any Employer; or

       (iii) a more than one-percent owner of any Employer having annual compensation from all Employers of more than $150,000.

For purposes of this subsection (hh), "annual compensation" shall mean annual compensation as defined in section 415(c)(3) of the Code, which includes amounts contributed by the Employer pursuant to a salary reduction agreement which are excludable from the Participant's gross income under sections 125, 402(e)(3), 402(h)(1)(B), 408(p)(2)(A)(i), 457 or 403(b) of the Code, and elective amounts that are not includible in the gross income of the Participant by reason of section 132(f)(4) of the Code. For purposes of subsection (hh)(i), no more than 50 Employees (or, if lesser, the greater of three or ten percent of the Employees) shall be treated as officers. The constructive ownership rules of section 318 of the Code (or the principles of that section, in the case of an unincorporated Employer) shall apply to determine ownership in each Employer.

(ii)        "Year of Service" means each calendar year during which an Employee performs at least 1,000 hours of service for an Affiliate (and any other entity, if the Employee's service with such entity would be recognized for purposes of the 401(k) Plan), including all Years of Service prior to the Effective Date of this Plan.

       2.2     Construction. If any provision of this Plan is determined to be for any reason invalid or unenforceable, the remaining provisions of this Plan shall continue in full force and effect. All of the provisions of this Plan shall be construed and enforced in accordance with the laws of the State of Texas and shall be administered according to the laws of such state, except as otherwise required by ERISA, the Code or other applicable Federal law.

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ARTICLE III

PARTICIPATION AND VESTING

       3.1     Eligibility and Participation.  The Committee shall meet at least once prior to each Period of Service during the term of this Plan and irrevocably select and specify the name of each Employee who shall be entitled to participate in this Plan for the immediately following Period of Service. In determining the Employees who shall be Participants for any Period of Service the Committee shall take into account that the coverage of this Plan shall be extended only to the Employees described in Article I in order for this Plan to be exempt from the requirements of ERISA specified in Article I. In addition, the Administrator may determine in accordance with section 409A of the Code during a Period of Service to designate an individual who has become an Employee during that Period of Service as eligible to participate in this Plan for the remaining portion of that Period of Service.

       An Employee shall be eligible to receive a Benefit hereunder if such Employee has been designated as an Eligible Employee pursuant to this Section 3.1 and has entered into a Deferred Compensation/Participation Agreement with the Employer in accordance with Section 4.1. If the Committee fails to designate an Employee as eligible to participate in this Plan for a particular Period of Service and such Employee was eligible to participate in this Plan for the immediately preceding Period of Service, the Administrator shall notify the Employee in writing of his or her ineligibility to participate in this Plan as soon as administratively possible after making its decision regarding his or her eligibility. An Employee shall also be eligible to receive a Benefit hereunder if such Employee has any amount credited to his or her Account as described in Section 2.1(g)(ii) attributable to his or her participation in the Original SERP.

       3.2     Cessation of Participation. A Participant shall cease to be a Participant as of the earlier of (i) the date on which this Plan terminates, or (ii) the date on which he or she ceases to be an Eligible Employee under Section 3.1 and has received a distribution of his or her Account.

ARTICLE IV

CONTRIBUTIONS AND ACCOUNTING

       4.1     Deferred Compensation. An Eligible Employee may become a Participant for a Period of Service by (i) first electing to defer to the 401(k) Plan for the plan year of the 401(k) Plan that coincides with that Period of Service the maximum salary reduction contribution rate determined for that plan year by the administrator of the 401(k) Plan, and (ii) then by electing to defer Compensation pursuant to a Deferred Compensation/Participation Agreement. Such Deferred Compensation/Participation Agreement shall be entered into prior to the first day of the Period of Service for which the Deferred Compensation/Participation Agreement is effective or, in the case of an Employee who is hired during a Plan Year and designated as eligible to participate in this Plan for his or her initial Period of Service occurring during such Plan Year, such Deferred Compensation/Participation Agreement shall be entered into within 30 days after the date such Employee becomes eligible to participate in this Plan and shall only be effective with respect to services performed and Compensation earned after the date such Deferred Compensation/ Participation Agreement is received by the Administrator. For purposes of applying the limitation in the preceding sentence regarding an Employee who is hired and designated as eligible to participate in this Plan during a Plan Year, the Deferred Compensation/Participation Agreement for that initial Period of Service shall be deemed to apply to Compensation paid for services performed after the election in the Deferred Compensation/Participation Agreement if the election applies to no more than the amount equal to the total amount of the Compensation for the Period of Service multiplied by the ratio of the number of days remaining in the Period of Service after the election over the total number of days in the Period of Service. A Participant's Deferred Compensation/Participation Agreement shall only be effective with respect to a single Period of Service and shall be irrevocable for the duration of such Period of Service. Deferral elections for each subsequent Period of Service shall be made pursuant to new Deferred Compensation/Participation Agreements.

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(a)          Automatic Deferral. Effective January 1, 2005, each Eligible Employee may elect to automatically have a percentage of his or her Compensation deferred under this Plan as an Automatic Deferral when he or she reaches any of the following statutory limitations under the 401(k) Plan: (i) the $210,000 limitation on annual compensation (as provided and defined in Section 1.5 of the 401(k) Plan) under section 401(a)(17) of the Code, as it may be adjusted pursuant to section 401(a)(17)(B) of the Code; (ii) the $14,000 limitation imposed on elective deferrals under section 402(g) of the Code, or such other amount prescribed by the Secretary of the Treasury in accordance with section 402(g) of the Code at the same time and in the same manner as provided under section 415(d) of the Code for adjusting the dollar limitation in effect under section 415(b)(1)(A) of the Code; (iii) the percentage limitations on elective deferrals under section 401(k) of the Code; or (iv) the limitations on contributions and benefits under section 415 of the Code. An Eligible Employee may elect to make Automatic Deferrals in addition to or in lieu of Basic Deferrals under Section 4.1(b).

(b)          Basic Deferrals. Prior to each Period of Service, the Committee shall determine the maximum percentage of Compensation that each Eligible Employee may elect to defer under this Plan as a Basic Deferral for the immediately following Period of Service. The maximum percentage determined for a Plan Year shall remain in effect and apply to each succeeding Plan Year unless determined otherwise by the Committee.

(c)          Discretionary Deferrals. Prior to each Period of Service, the Committee shall determine the maximum percentage of Compensation that each Eligible Employee may elect to defer under this Plan as a Discretionary Deferral for the immediately following Period of Service. In addition, the Committee may determine that an Eligible Employee may elect to defer prior to each Period of Service all or a portion his or her award, if any, for that Period of Service under the ENSCO International Incorporated 2005 Cash Incentive Plan.

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(d)          Limit on Deferrals. The maximum amount of Automatic Deferrals and Basic Deferrals made by a Participant, when aggregated with any other deferrals made by the Participant under the 401(k) Plan, for any calendar year, shall not exceed 50 percent of his or her Compensation for the calendar year. Notwithstanding the preceding provisions of this Section 4.1(d), for the first Period of Service in which an Employee becomes eligible to participate in this Plan, the Eligible Employee may elect to defer up to such maximum percentage of Compensation permitted by the Administrator for that Period of Service with respect to Compensation for services performed subsequent to the election.

(e)          Failure to Elect. If an Eligible Employee does not execute a Deferred Compensation/Participation Agreement and elect to defer an amount of his or her Compensation for a particular Period of Service in accordance with this Section 4.1, he or she may not participate in this Plan for that Period of Service. Thereafter, he or she may elect to participate in this Plan in accordance with this Section 4.1 with respect to future Periods of Service for which he or she is designated an Eligible Employee pursuant to Section 3.1, by executing a Deferred Compensation/Participation Agreement and irrevocably electing to defer a percentage of his or her Compensation prior to any such future Period of Service.

       4.2     Matching Contributions.  For each calendar year, the Employer shall credit each Participant's Account with amounts that represent Matching Contributions equal to such percentage, as determined from time to time by the Committee under the 401(k) Plan, of the Participant's Deferred Compensation Election for that calendar year up to six percent of the Participant's Compensation, reduced by the amount of employer matching contributions, if any, made on behalf of the Participant to the 401(k) Plan for that calendar year. Amounts representing Matching Contributions shall be determined and credited to each Participant's Account after first crediting employer matching contributions to the Participant's account under the 401(k) Plan. The value of vested Matching Contributions credited to a Participant's Account shall be used, along with the value of the Participant's vested Employer Discretionary Contributions, if any, and Deferred Compensation credited to his or her Account, to determine his or her Benefits as specified herein.

       4.3     Employer Discretionary Contribution. An Employer may contribute hereunder as an Employer Discretionary Contribution for a Plan Year such amount, if any, as shall be determined by the Committee from time to time, including such amounts as the Committee determines to be necessary because one or more Participants are unable to receive the entire amount of the allocation of the profit sharing contribution to which each such Participant would have been entitled under the 401(k) Plan for a Plan Year, but were prevented from receiving under the 401(k) Plan because of one or more of the limitations described in Section 4.1(a). The Employer Discretionary Contribution, if any, may be made with respect to active Participants and inactive Participants, as determined by the Committee. Amounts representing Employer Discretionary Contributions, if any, for a Plan Year shall be determined and credited to each Participant's Account at such times and in such amounts as determined by the Administrator for the Plan Year. The value of vested Employer Discretionary Contributions credited to a Participant's Account shall be used, along with the value of the Participant's vested Matching Contributions, if any, and Deferred Compensation credited to his or her Account, to determine his or her Benefits as specified herein.

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       4.4     Vesting. Each Participant shall be 100 percent vested in the Automatic Deferrals, Basic Deferrals and Discretionary Deferrals credited to his or her Account, including the earnings thereon if such amounts are invested pursuant to Section 7.2. A Participant shall become vested in the Matching Contributions and the Employer Discretionary Contributions, if any, credited to his or her Account, including the earnings thereon if such amounts are invested pursuant to Section 7.2, as follows:

Years of Service Vested Percentage

less than 2 0%

2 but less than 3 20%

3 but less than 4 40%

4 but less than 5 60%

5 but less than 6 80%

6 or more 100%

       Notwithstanding the preceding provisions of this Section 4.4, any such Participant who (i) has credit for less than six Years of Service before January 1, 2008 and (ii) receives credit for at least one hour of service under the 401(k) Plan after December 31, 2007 shall become vested in all Matching Contributions and Employer Discretionary Contributions, if any, credited to his or her Account, including the earnings thereon if such amounts are invested pursuant to Section 7.2, as follows:

Years of Service Vested Percentage

less than 1 0%

1 but less than 2 33-1/3%

2 but less than 3 66-2/3%

3 or more 100%

       In addition, a Participant shall become 100 percent vested in the Employer Discretionary Contributions, if any, and Matching Contributions credited to his or her Account, including the earnings thereon if such amounts are invested pursuant to Section 7.2, regardless of his or her Years of Service, upon the occurrence, while employed by an Employer, of his or her death or Disability, attainment of his or her Normal Retirement Age or termination of this Plan.

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       4.5     Accounting for Deferred Compensation and Other Benefits.  The Administrator shall establish and maintain an individual Account under the name of each Participant under this Plan. Each Account shall be adjusted at least quarterly to reflect (i) the Basic Deferrals, Automatic Deferrals, Discretionary Deferrals, Matching Contributions and Employer Discretionary Contributions credited thereto, if any, (ii) the earnings credited on and losses allocable to such Basic Deferrals, Automatic Deferrals, Discretionary Deferrals, Matching Contributions and Employer Discretionary Contributions pursuant to Section 7.2, and (iii) any payment of amounts attributable to such adjusted Basic Deferrals, Automatic Deferrals, Discretionary Deferrals, Matching Contributions and Employer Discretionary Contributions under this Plan. The amounts of Deferred Compensation shall be credited to the Participant's Account at such time as such Compensation would have been paid to the Participant had the Participant not elected to defer such Compensation pursuant to the terms and provisions of this Plan. The amounts of Matching Contributions and Employer Discretionary Contributions shall be credited to the Participant's Account at such time or times provided by Sections 4.2 and 4.3. Each such Account shall be credited with earnings and/or losses computed pursuant to Section 7.2 in the manner specified by Section 7.2. Each such Account shall also be adjusted at least annually to reflect the matching contributions under section 4.2 of the Original SERP and the employer discretionary contributions under section 4.3 of the Original SERP, plus earnings thereon and losses allocable thereto, if any, attributable to the investment of such amounts, with respect to which the Participant becomes vested after December 31, 2004 under section 4.4 of the Original SERP. The amounts specified by the preceding sentence shall be credited to the Participant's Account at such time as those amounts become vested under section 4.4 of the Original SERP, and at such time or times as those amounts are adjusted for the earnings thereon and the losses allocable thereto. In the sole discretion of the Administrator, more than one Account may be established for each Participant to facilitate record keeping convenience and accuracy. Each such Account shall be credited and adjusted as provided in this Plan. Amounts credited to each such Account shall be held with the general assets of the Employer that employs that Participant.

       Establishment and maintenance of a separate Account or Accounts for each Participant shall not be construed as giving any person any interest in assets of the Company or an Employer, or a right to payment other than as provided hereunder. Each Account shall be maintained until all amounts credited to such Account have been distributed in accordance with the terms and provisions of this Plan.

       4.6     Plan Benefits. Subject to the vesting provisions of Section 4.4 and the provisions of Article V, the Benefits to which a Participant and, if applicable, his or her Beneficiary shall be entitled under this Plan shall consist of the sum of (i) the aggregate of Deferred Compensation, Matching Contributions and Employer Discretionary Contributions credited to such Participant's Account, plus earnings thereon and less losses allocable thereto, if any, attributable to the investment of such amounts pursuant to Section 7.2, and (ii) the aggregate amounts representing the matching contributions under section 4.2 of the Original SERP and employer discretionary contributions under section 4.3 of the Original SERP, plus earnings thereon and less losses allocable thereto, if any, attributable to the investment of such amounts, with respect to which the Participant becomes vested after December 31, 2004 under section 4.4 of the Original SERP and which are credited to the Participant's Account pursuant to Section 4.5 for payment to the Participant under this Plan in accordance with the terms of this Plan in order for the Original SERP and this Plan to comply with the requirements of section 409A of the Code.

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ARTICLE V

DISTRIBUTION OF BENEFITS

       5.1     Payment of Benefits. Except as provided in Section 10.2 in the event of a Change in Control of the Company (as defined in Section 10.2), the amount credited to a Participant's Account pursuant to Article IV, to the extent vested pursuant to Section 4.4, shall be payable to the Participant or, if applicable, to his or her Beneficiary in accordance with the provisions of this Article V. If the Employer has obtained life insurance policies as a reserve for the discharge of its obligations under this Plan, the Employer acting through its governing body may, in its discretion, distribute any such policy to a Participant when the Participant's Benefits become payable to satisfy all or a portion of the Employer's obligation to the Participant or Beneficiary hereunder. Unless paid earlier pursuant to Section 5.2 or Section 10.2, payment of a Participant's Benefit under this Plan shall be made or commence to be made in the form elected by the Participant pursuant to Section 5.3 on the 20th business day following the Distribution Entitlement Date specified in subsection (a) or (b), hereof, whichever is applicable. A Participant may elect pursuant to Section 5.3 to defer the Benefit payment date or Benefit commencement date of his or her Benefits.

(a)          Distribution Entitlement Date for Participants Other than Specified Employees.  The Distribution Entitlement Date for any Participant who is not a Specified Employee is the date of the Participant's death, Disability or other separation from service (within the meaning of Treas. Reg. 1.409-1(h)(1)) with his or her Employer and all Affiliates.

(b)          Distribution Entitlement Date for Specified Employees.  The Distribution Entitlement Date for any Participant who is a Specified Employee is the date which is six months after the date of the Participant's separation from service (within the meaning of Treas. Reg. 1.409-1(h)(1)) with his or her Employer and all Affiliates, or, if earlier, the date of death or Disability of the Participant.

       5.2     Timing of Certain Payments.  Notwithstanding any other provision of this Plan to the contrary, the Committee shall have the right to direct payment of Benefits to Participants prior to the time such Benefits otherwise would be payable hereunder if the Committee in good faith determines that any of the following conditions or events has occurred:

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(a)          An Unforeseeable Emergency of the Participant.  An unforeseeable emergency is a severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant, the Participant's spouse or a dependent (as defined in section 152 of the Code, without regard to sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code) of the Participant, (ii) a loss of the Participant's property due to casualty (including the need to rebuild the Participant's home following damage to the home not otherwise covered by insurance, for example, not as a result of a natural disaster), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. An unforeseeable emergency shall not exist, however, if the emergency may be relieved (i) by reimbursement or compensation from insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause a severe financial hardship, or (iii) by cessation of deferrals under this Plan. In addition, an unforeseeable emergency shall not exist as a result of the Participant's need to send a child to college or desire to purchase a home. Whether a Participant is faced with an unforeseeable emergency permitting a distribution under this Section 5.2(a) is to be determined by the Administrator based on all of the relevant facts and circumstances of each case in accordance with section 409A of the Code. The amount distributed to a Participant on account of an unforeseeable emergency may not exceed the amount reasonably necessary to satisfy such emergency, plus amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated as a result of the distribution, after taking into account (i) the extent to which the hardship is or may be relieved through reimbursement or compensation from insurance or otherwise, or by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause a severe financial hardship, and (ii) any additional Compensation that will be available if the Participant's Deferred Compensation Election is cancelled under this Section 5.2(a). The amount the Administrator determines is eligible for distribution to a Participant because of his or her unforeseeable emergency shall be paid to the Participant in cash within 15 days of the date of the Administrator's determination.

(b)          Domestic Relations Orders. The Administrator may determine to permit acceleration of the time or schedule of a payment under this Plan to an individual other than a Participant, or to make a payment under this Plan to an individual other than the Participant, to the extent necessary to fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code).

(c)          Conflicts of Interest Laws. The Administrator may determine to permit acceleration of the time or schedule of a payment under this Plan, or to make a payment under this Plan, to the extent necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the Participant would otherwise not be able to participate under an applicable rule), as determined in accordance with section 409A of the Code.

(d)          Change in Circumstances. A change in circumstances relating to the operation of this Plan or the taxation of Participants, arising from a change in the Federal or applicable state tax or revenue laws, a published ruling or similar announcement by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a change in securities laws or regulations, the issuance of an advisory opinion, regulation or other published position by the Department of Labor, or a change in accounting requirements which causes (i) Participants to be taxable on their Benefits prior to the time Benefits otherwise would be payable hereunder, (ii) this Plan to be considered as funded for purposes of Title I of ERISA, or (iii) a material change regarding the tax or financial accounting consequences of maintaining this Plan to the Company or any Employer; provided, in any event, any determination by the Committee under this Section 5.2(d) must be permissible under section 409A of the Code and cannot be considered to be the exercise of impermissible discretion under section 409A of the Code.

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       5.3     Form of Payment and Deferral of Timing of Payment. Each Participant may elect on his or her initial Deferred Compensation/Participation Agreement filed with the Administrator under this Plan whether his or her Benefits will be paid in the form of a single sum payment or substantially equal monthly installments over a period of 60 months. In addition, the Participant may elect on his or her initial Deferred Compensation/Participation Agreement filed with the Administrator under this Plan to defer the Benefit payment date or Benefit commencement date specified in Section 5.1 to a date that is not beyond the second anniversary of the normal Benefit payment date or Benefit commencement date specified in Section 5.1. Subject to the requirements of the next sentence, the Participant may change the form in which his or her Benefits will be paid as specified in his or her initial Deferred Compensation/Participation Agreement from a single sum payment to substantially equal monthly installments over a period of 60 months. If an election is made pursuant to the preceding sentence, (i) it cannot take effect until at least 12 months after the date on which the new election is made, and (ii) for an election related to a payment that is not made by reason of the Participant's Disability, the occurrence of an unforeseeable emergency under Section 5.2(a), or the Participant's death, the first payment with respect to which this election is made shall be deferred for a period of not less than five years from the date on which the single sum payment would otherwise have been made. If a Participant has not elected a form of payment for his or her Benefits pursuant to this Section 5.3, the Participant's Benefits shall be paid in a single sum payment. If such Participant is receiving installment payments hereunder and dies prior to the payment of all monthly installments, the remaining portion of the Participant's Benefits shall continue to be paid in monthly installments to his or her Beneficiary for the remaining installment period in the same amount and manner as such Benefits would have been paid to the Participant. If the Participant elects to defer the Benefit payment date or Benefit commencement date and dies before that deferred Benefit payment date or deferred Benefit commencement date specified in his or her Deferred Compensation/Participation Agreement, the Participant's Benefits will be paid or commence to be paid to his or her Beneficiary in the form and upon the date elected by the Participant.

       5.4     Designation of Beneficiary.  Each Participant must designate a Beneficiary to receive his or her Benefits in the event of his or her death, by completing his or her Deferred Compensation/Participation Agreement and filing it with the Administrator. The Administrator will recognize the most recent written Beneficiary designation on file prior to a Participant's death. If a designated Beneficiary is not living at the time of the Participant's death, then the Administrator shall pay Participant's Benefits to the Participant's personal representative, executor, or administrator, as specified by the appropriate legal jurisdiction. Any such payment to the Participant's Beneficiary or, if applicable, to his or her personal representative, executor or administrator shall operate as a complete discharge of all obligations of the Administrator and the Employer to the extent of the payment so made.

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       5.5     Payment of Payroll Taxes and Income Tax Withholding.  All amounts in which a Participant becomes vested each Plan Year pursuant to Section 4.4 shall be considered "wages" of the Participant within the meaning of section 3121(a) of the Code and the Participant's Account shall be debited each Plan Year to reflect the payment of the amount of payroll taxes due and payable under section 3121 of the Code by the Participant with respect to such vested amounts. The Employer may reduce the amount of any payment to a Participant under Article V by the amount of the payroll taxes due and payable by the Participant.

       The Administrator shall determine all Federal, state and local income tax withholding requirements relating to any payment to a Participant or Beneficiary hereunder and the Employer shall be entitled to deduct from each such payment any Federal, state or local income tax withholding in the amounts determined by the Administrator which may be required to be deductible under applicable law and the Employer shall pay such amounts directly to the appropriate taxing authorities.

ARTICLE VI

PAYMENT LIMITATIONS

       6.1     Payment Due an Incompetent.  If the Administrator shall find that any person to whom any payment is payable under this Plan is unable to care for his or her affairs because of mental or physical illness, accident or death, or is a minor, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, a brother or sister or any person deemed by the Administrator, in its sole discretion, to have incurred expenses for such person otherwise entitled to payment, in such manner and proportions as the Administrator may determine. Any such payment shall be a complete discharge of the liabilities of the Employer under this Plan, and the Employer shall have no further obligation to see to the application of any money so paid.

       6.2     Spendthrift Clause. No right, title or interest of any kind in this Plan shall be transferable or assignable by any Participant or Beneficiary or be subject to alienation, anticipation, encumbrance, garnishment, attachment, execution or levy of any kind, whether voluntary or involuntary, nor subject to the debts, contracts, liabilities, engagements, or torts of the Participant or Beneficiary. Any attempt to alienate, anticipate, encumber, sell, transfer, assign, pledge, garnish, attach or otherwise subject to legal or equitable process or encumber or dispose of any interest in this Plan shall be void.

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ARTICLE VII

FUNDING

       7.1     Funding. All Benefits under this Plan shall be paid or provided directly by the Employer. Such Benefits shall be general obligations of the Employer which shall not require the segregation of any funds or property therefor. The assets of the Benefit Reserve Trust established in connection with the adoption of the Original SERP allocable to the amounts credited to the Accounts of Participants as described in Section 2.1(g)(ii) attributable to participation in the Original SERP shall be considered a means to assist the Employer to meet its contractual obligations under this Plan with respect to those amounts of Benefits.

       Notwithstanding the foregoing, in the discretion of the Employer, the Employer's obligations hereunder may be satisfied from a grantor trust or trusts established by the Employer, the terms of which shall be substantially similar to the terms of the model trust issued by the Internal Revenue Service in Revenue Procedure 92-64 and shall comply with the requirements of section 409A of the Code, from an escrow account established at a bank or trust company, or from an insurance contract or contracts owned by the Employer. The assets of any such trust, escrow account and any such insurance policy shall continue for all purposes to be a part of the general funds of the Employer, shall be considered solely a means to assist the Employer to meet its contractual obligations under this Plan and shall not create a funded account or security interest for the benefit of any Participant under this Plan. All such assets shall be subject to the claims of the general creditors of the Employer in the event the Employer is Insolvent.

       If a single trust or other funding vehicle is established as a reserve for the obligations hereunder of more than one Employer, including by the Company with respect to its obligations to its non-employee directors under the ENSCO 2005 Non-Employee Director Deferred Compensation Plan, the assets of any such trust or funding vehicle shall, to the extent attributable to contributions made by a particular Employer, be subject to the claims of the general creditors of that Employer in the event such Employer is Insolvent, and each Employer shall be treated as a separate grantor to the extent of its participation in any trust so established. To the extent that any person acquires a right to receive a payment from an Employer under this Plan, such right shall be no greater than the right of any unsecured general creditor of that Employer.

       7.2     Investments. If a trust is established as provided for in Section 7.1, earnings and/or losses of the trust attributable to amounts credited to a Participant's Account shall increase or, if applicable, decrease such Participant's Account for purposes of determining the Participant's Benefits payable hereunder. The Committee may determine from time to time to direct the investment manager appointed pursuant to any such trust to invest the balance of a Participant's Account in accordance with the wishes and written directions of that Participant from among the registered mutual funds and the Company stock fund offered to the participants in the 401(k) Plan (which have been revised effective as of January 1, 2008 and will be further revised effective as of February 1, 2009) from time to time under the terms of the 401(k) Plan. Separate elections may be made with respect to the different types of contributions credited to his or her Account. If the Committee determines for any reason that a particular registered mutual fund available under the 401(k) Plan cannot be made available under this Plan, a comparable fund will be substituted in its place.

Page 17 of 22

       Up to 100 percent of the balance of a Participant's Account attributable to Deferred Compensation, Employer Discretionary Contributions, if any, and Matching Contributions, if any, credited to his or her Account on or before May 31, 2008 may be invested in the Company stock fund. Effective June 1, 2008, a Participant may not direct that more than 50 percent of the balance of his or her Account attributable to Deferred Compensation, Employer Discretionary Contributions, if any, and Matching Contributions, if any, credited to his or her Account after May 31, 2008 may be invested in the Company stock fund. If the investment election of any Participant in effect on June 1, 2008 provides for an election in excess of 50 percent to the Company stock fund, that investment election shall be automatically revised, effective June 1, 2008, with respect to the specific election to the Company stock fund to provide for an election of 50 percent to the Company stock fund and the percentage elected in excess of 50 percent shall be deemed to be an election of that excess percentage to the particular T. Rowe Price target date retirement fund offered to participants in the 401(k) Plan determined by the age of the Participant. Notwithstanding that the balance of a Participant's Account that is invested in the Company stock fund on June 1, 2008 is 50 percent or more of the total balance of his or her Account on that date, the Participant's Account may continue to hold that investment interest in the Company stock fund after May 31, 2008 and the investment election in the Company stock fund permitted by the two preceding sentences with respect to contributions credited to his or her Account after May 31, 2008 shall not be affected. A Participant shall not be permitted, however, to direct the investment manager (in writing, or if allowed by the Administrator, by giving an interactive electronic communication) after May 31, 2008 to change the investment of the then balance of his or her Account if (i) that investment election requires reinvestment of any portion of his or her Account into the Company stock fund and the balance of his or her Account that is invested in the Company stock fund on that date is 50 percent or more of the total balance of his or her Account on that date, or (ii) the effect of that investment election would result in more than 50 percent of the total balance of his or her Account on that date being invested in the Company stock fund.

       Effective June 1, 2008, the Committee has also determined that it will direct the investment manager appointed pursuant to any such trust to invest up to 100 percent of the balance of a Participant's Account in accordance with the wishes and written directions of that Participant pursuant to the terms, conditions and limitations of the agreements governing the T. Rowe Price TradeLink+ self-directed brokerage investment program, as amended from time to time.

       If a Participant is permitted to direct the investment manager appointed pursuant to any trust established pursuant to Section 7.1 to invest the balance of his or her Account and fails to complete and file with the Administrator using the form furnished by the Administrator or, if allowed by the Administrator, to give an interactive electronic communication, directing the investment manager concerning the investment of his or her Account, the entire balance of his or her Account shall be invested in the same manner as the investment allocation then currently in effect for that Participant's individual account in the 401(k) Plan pending the Administrator's receipt of investment direction from or an interactive electronic communication by the Participant, or in such other default investment fund or funds as may be determined by the Administrator from time to time.

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ARTICLE VIII

ADMINISTRATION

       8.1     Authority of the Administrator.  The Administrator shall have full power and authority to interpret, construe and administer this Plan. The Administrator's interpretation and construction hereof, and actions hereunder, including any determination of the amount or recipient of any payment to be made under this Plan, shall be binding and conclusive on all persons and for all purposes. In addition, the Administrator may employ attorneys, accountants, and other professional advisors to assist the Administrator in its administration of this Plan. The Company shall pay the reasonable fees of any such advisor employed by the Administrator. To the extent permitted by law, the Administrator, any member of the Board, any member of the Committee, and any employee of an Employer shall not be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his or her own willful misconduct or lack of good faith.

       8.2     Claims Procedure. The Administrator shall process all benefit claims of Participants and Beneficiaries pursuant to the claims procedure specified in the summary plan description for this Plan and shall act in a manner which is consistent with regulations published from time to time by the Department of Labor.

       8.3     Cost of Administration.  The cost of this Plan and the expenses of administering this Plan shall be paid by the Employer.

       8.4     Limitations on Plan Administration.  No person to whom discretionary authority is granted hereunder shall vote or act upon any matter involving his or her own rights, benefits or participation in this Plan.

ARTICLE IX

OTHER BENEFIT PLANS OF THE COMPANY

       9.1     Other Plans. Nothing contained in this Plan shall prevent a Participant prior to his or her death, or his or her spouse or other Beneficiary after his or her death, from receiving, in addition to any payments provided for under this Plan, any payments provided for under any other plan or benefit program of the Company, his or her Employer or an Affiliate, or which would otherwise be payable or distributable to him or her, his or her surviving spouse or Beneficiary under any plan or policy of the Company or otherwise. Nothing in this Plan shall be construed as preventing the Company or any of its Affiliates from establishing any other or different plans providing for current or deferred compensation for employees. Unless specifically provided otherwise in any plan of the Company intended to "qualify" under section 401 of the Code, Compensation deferrals made under this Plan shall constitute earnings or compensation for purposes of determining contributions or benefits under such qualified plan.

Page 19 of 22

ARTICLE X

AMENDMENT AND TERMINATION OF THE PLAN

       10.1     Amendment. The Committee shall have the right to amend this Plan at any time and from time to time, including a retroactive amendment. Any such amendment shall become effective upon the date stated therein, and shall be binding on all Employers then participating in this Plan, except as otherwise provided in such amendment; provided, however, that no such action shall affect any Benefit adversely to which a Participant would be entitled had he or she incurred a separation from service with his or her Employer and all Affiliates immediately before such amendment was effective.

       10.2     Termination. The Company has established this Plan with the bona fide intention and expectation that from year to year it will deem it advisable to continue it in effect. However, the Committee, in its sole discretion, reserves the right to terminate this Plan in its entirety at any time; provided, however, that no such action shall affect any Benefit adversely to which a Participant would be entitled had he or she incurred a separation from service with his or her Employer and all Affiliates immediately before such termination was effective and any decision to terminate this Plan shall comply with section 409A of the Code.

       Upon a Change in Control of the Company, the Committee shall have the right to determine within the 30-day period immediately preceding and the 12-month period immediately succeeding the effective date of the Change in Control of the Company whether this Plan shall terminate upon which all Benefits shall be distributed to the Participants no later than the 12-month anniversary of the date the Committee irrevocably takes all necessary action to terminate this Plan and liquidate the Accounts. As a condition to the Committee's exercising its discretion under this Section 10.2 to terminate this Plan, all other agreements, methods, programs and other arrangements sponsored by the Company and the Employer immediately after the Change in Control with respect to which deferrals of compensation are treated as having been deferred under a single plan with this Plan under Treas. Reg. 1.409A-1(c)(2) must also be terminated and liquidated and the benefits distributed to the covered participants no later than the 12-month anniversary of the date the Company and the Employer irrevocably take all necessary action to terminate and liquidate the aggregated agreements, methods, programs and other arrangements.

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       For purposes of this Plan, a Change in Control of the Company shall be deemed to occur if there is a change (i) in the ownership of the Company, which occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company; (ii) in the effective control of the Company, which occurs on the date that either (A) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company, or (B) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) in the ownership of a substantial portion of the Company's assets, which occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The determination of whether a Change in Control has occurred shall be determined by the Committee consistent with section 409A of the Code.

       10.3   Continuation. The Company intends to continue this Plan indefinitely, but nevertheless assumes no contractual obligation beyond the promise to pay the benefits described in this Plan.

ARTICLE XI

MISCELLANEOUS

       11.1   Rights Against Employer. This Plan shall not be deemed to be a consideration for, or an inducement for, the employment of any Employee by the Employer. Nothing contained in this Plan shall be deemed to give any Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any Employee at any time, without regard to the effect such discharge may have on any rights under this Plan.

       11.2   Action Taken in Good Faith. To the extent permitted by ERISA, the Administrator and each employee, officer and director of an Affiliate who have duties and responsibilities with respect to the establishment or administration of this Plan shall be fully protected with respect to any action taken or omitted to be taken by them in good faith.

       11.3   Limitation of Liability/Rights of Indemnification.  No member of the Committee or any person acting as a delegate of the Committee with respect to this Plan shall be liable for any action that is taken or is omitted to be taken or for any losses resulting from any action, interpretation, construction or omission made in good faith with respect to this Plan. In addition to such other rights of indemnification as they may have as directors, members of the Committee shall be indemnified by the Company against any reasonable expenses, including attorneys' fees actually and necessarily incurred, which they or any of them may incur by reason of any action taken or failure to act under or in connection with this Plan, and against all amounts paid by them in settlement of any claim related thereto (provided such settlement is approved by independent legal counsel selected by the Company), or paid by them in satisfaction of a judgment in any such action, suit or proceeding that such director or Committee member is liable for negligence or misconduct in the performance of his or her duties; provided that within 60 days after institution of any such action, suit or proceeding a director or Committee member shall in writing offer the Company the opportunity, at its own expense, to handle the defense of the same.

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       11.4   Severability. In the event that any provision of this Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of this Plan but shall be fully severable and this Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein.

       11.5   Construction. The article and section headings and numbers are included only for convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of this Plan. Whenever appropriate, words used in the singular shall include the plural or the plural may be read as the singular. When used herein, the masculine gender includes the feminine gender.

       11.6   Governing Law. The validity and effect of this Plan, and the rights and obligations of all persons affected hereby, shall be construed and determined in accordance with the laws of the State of Texas unless superseded by Federal law.

       IN WITNESS WHEREOF, the Company, acting by through its duly authorized officers, has caused this amendment and restatement of the ENSCO 2005 Supplemental Executive Retirement Plan to be executed on the date first above written.

ENSCO INTERNATIONAL INCORPORATED

/s/ Cary A. Moomjian, Jr.
Cary A. Moomjian, Jr.
Vice President

Page 22 of 22

EX-10 4 exhibit10-572008.htm EXHIBIT 10.57 Exhibit 10.57

Exhibit 10.57

AMENDMENT NO. 2 TO THE
ENSCO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective January 1, 2004)

       THIS AMENDMENT No. 2, executed this 4th day of November, 2008, and effective the first day of January, 2005, by ENSCO International Incorporated, having its principal office in Dallas, Texas (hereinafter referred to as the "Company").

WITNESSETH:

       WHEREAS, effective April 1, 1995, Energy Service Company, Inc. adopted the Energy Service Company, Inc. Select Executive Retirement Plan (the "Original SERP");

       WHEREAS, the name of the Company was changed to ENSCO International Incorporated;

       WHEREAS, the Company amended and restated the Original SERP, effective January 1, 1997, to (i) provide a discretionary profit sharing contribution, (ii) rename the Original SERP the "ENSCO Supplemental Executive Retirement Plan," and (iii) coordinate the operation of the Original SERP with the ENSCO Savings Plan;

       WHEREAS, the Pension and Welfare Benefits Administration of the Department of Labor issued final regulations establishing new standards for processing benefit claims of participants and beneficiaries under Section 8.2 of the Original SERP which were subsequently clarified by further guidance from the Pension and Welfare Benefits Administration (collectively the "Final Claims Procedure Regulations");

       WHEREAS, the Company adopted Amendment No. 1 to the amended and restated Original SERP, effective as of January 1, 2002, to revise Section 8.2 of the Original SERP to provide that the administrator of the Original SERP shall process benefit claims of participants and beneficiaries pursuant to the claims procedure specified in the summary plan description for the Original SERP which shall comply with the Final Claims Procedure Regulations, as may be amended from time to time;

       WHEREAS, the Company amended and restated the Original SERP, effective as of January 1, 2004;

       WHEREAS, the American Jobs Creation Act of 2004 (the "AJCA") enacted new section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), which imposes new rules regarding the timing of elections and distributions under nonqualified deferred compensation plans effective for years beginning after December 31, 2004;

       WHEREAS, the Company determined to comply with the AJCA and new section 409A of the Code by freezing the Original SERP and adopting the ENSCO 2005 Supplemental Executive Retirement Plan (the "2005 SERP"), effective January 1, 2005;

       WHEREAS, the Board of Directors of the Company (the "Board"), upon recommendation of its Nominating, Governance and Compensation Committee (the "Committee"), approved Amendment No. 1 to the Original SERP, as amended and restated effective as of January 1, 2004, during a regular meeting held on March 10, 2008;

       WHEREAS, the Board, upon recommendation of the Committee during its meeting held on November 3-4, 2008, has approved this Amendment No. 2 to the Original SERP, as amended and restated effective as of January 1, 2004, during a regular meeting held on November 4, 2008; and

       WHEREAS, the Company now desires to adopt this Amendment No. 2 to the Original SERP, as amended and restated effective as of January 1, 2004, in order to facilitate compliance (to the limited extent necessary as provided by this Amendment No. 2) with the final Treasury regulations under section 409A of the Code;

       NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Company hereby adopts the following Amendment No. 2 to the Original SERP, as amended and restated effective as of January 1, 2004:

       1.       Section 2.1(h) of the Original SERP is hereby amended to read as follows:

                  (h)     "Benefits" means the aggregate amounts representing the Participant's Automatic Deferrals, if any, Basic Deferrals, Discretionary Deferrals, if any, vested Employer Discretionary Contributions with respect to which the Participant becomes vested before January 1, 2005 under Section 4.4, and vested Matching Contributions with respect to which the Participant becomes vested before January 1, 2005 under Section 4.4, which are credited to the Participant's Account pursuant to Section 4.5, plus earnings thereon and less losses allocable thereto, if any, attributable to the investment of such amounts pursuant to Section 7.2. The aggregate amounts representing the Matching Contributions under Section 4.2 and Employer Discretionary Contributions, if any, under Section 4.3, plus earnings thereon and less losses allocable thereto, if any, attributable to the investment of such amounts, with respect to which the Participant becomes vested after December 31, 2004 under Section 4.4 shall be credited to the Participant's account under and paid to the Participant in accordance with the terms of the ENSCO 2005 Supplemental Executive Retirement Plan (the "2005 SERP") in order for this Plan and the 2005 SERP to comply with the requirements of section 409A of the Code.

       2.     Section 4.5 of the Original SERP is hereby amended to read as follows:

2

       4.5   Accounting for Deferred Compensation and other Benefits. The Administrator shall continue to maintain an individual Account under the name of each Participant under this Plan. Each Account shall be adjusted at least quarterly to reflect (i) the earnings credited on and losses allocable to the Basic Deferrals, Automatic Deferrals, Discretionary Deferrals, Matching Contributions and Employer Discretionary Contributions pursuant to Section 7.2, and (ii) any payment of amounts attributable to such adjusted Basic Deferrals, Automatic Deferrals, Discretionary Deferrals, Matching Contributions and Employer Discretionary Contributions under this Plan. Each such Account shall be credited with earnings and/or losses computed pursuant to Section 7.2 in the manner specified by Section 7.2. Each such Account shall also be debited at least annually to reflect the Matching Contributions under Section 4.2 and Employer Discretionary Contributions under Section 4.3, plus earnings thereon and losses allocable thereto, if any, attributable to the investment of such amounts, with respect to which the Participant becomes vested after December 31, 2004 under Section 4.4. The amounts specified by the preceding sentence shall be credited to the Participant's account under the 2005 SERP, as defined in Section 2.1(h), at such time as those amounts become vested under Section 4.4, and at such time or times as those amounts are adjusted for the earnings thereon and the losses allocable thereto. In the sole discretion of the Administrator, more than one Account may be established for each Participant to facilitate record keeping convenience and accuracy. Each such Account shall be credited and adjusted as provided in this Plan. Amounts credited to each such Account shall be held with the general assets of the Employer that employs that Participant.

       Establishment and maintenance of a separate Account or Accounts for each Participant shall not be construed as giving any person any interest in assets of the Company or an Employer, or a right to payment other than as provided hereunder. Each Account shall be maintained until all amounts credited to such Account have been distributed in accordance with the terms and provisions of this Plan.

       3.     Section 4.6 of the Original SERP is hereby amended to read as follows:

       4.6   Plan Benefits.  Subject to the vesting provisions of Section 4.4 and the provisions of Article V, the Benefits to which a Participant and, if applicable, his Beneficiary shall be entitled under this Plan shall consist of Deferred Compensation, Matching Contributions with respect to which the Participant becomes vested before January 1, 2005 under Section 4.4 and Employer Discretionary Contributions with respect to which the Participant becomes vested before January 1, 2005 under Section 4.4 credited to such Participant's Account, plus earnings thereon and less losses allocable thereto, if any, attributable to the investment of such amounts pursuant to Section 7.2. The aggregate amounts of the Matching Contributions under Section 4.2 and Employer Discretionary Contributions, if any, under Section 4.3, plus earnings thereon and less losses allocable thereto, if any, attributable to the investment of such amounts, with respect to which the Participant becomes vested after December 31, 2004 under Section 4.4 shall be debited to the Participant's Account and shall be credited to the Participant's account under section 4.5 of the 2005 SERP, as defined in Section 2.1(h), for payment to the Participant under the 2005 SERP in accordance with the terms of the 2005 SERP in order for this Plan and the 2005 SERP to comply with the requirements of section 409A of the Code.

3

       4.     The second paragraph of Section 7.1 of the Original SERP is hereby amended to read as follows:

       Notwithstanding the foregoing, in the discretion of the Employer, the Employer's obligations hereunder may be satisfied from a grantor trust established by the Employer, the terms of which shall be substantially similar to the terms of the model trust issued by the Internal Revenue Service in Revenue Procedure 92-64, from an escrow account established at a bank or trust company, or from an insurance contract or contracts owned by the Employer. Except as provided by the next sentence, the assets of any such trust, escrow account and any such insurance policy shall continue for all purposes to be a part of the general funds of the Employer, shall be considered solely a means to assist the Employer to meet its contractual obligations under this Plan and shall not create a funded account or security interest for the benefit of any Participant under this Plan. The assets of the Benefit Reserve Trust established in connection with the adoption of this Plan which are allocable to the amounts (i) debited from the Participants' Accounts pursuant to Section 4.5 to reflect the Matching Contributions under Section 4.2 and Employer Discretionary Contributions under Section 4.3, plus earnings thereon and losses allocable thereto, if any, attributable to the investment of such amounts, with respect to which the Participants become vested after December 31, 2004 under Section 4.4, and (ii) credited to the accounts of the Participants in the 2005 SERP, as described in Section 2.1(h), shall be considered a means to assist the Employer to meet its contractual obligations under the 2005 SERP with respect to those amounts of benefits to be paid under the 2005 SERP. All such assets shall be subject to the claims of the general creditors of the Employer in the event the Employer is Insolvent.

       IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Amendment No. 2 to be executed on the date first above written.

ENSCO INTERNATIONAL INCORPORATED

/s/ Cary A Moomjian, Jr.
Cary A. Moomjian, Jr.
Vice President

4

EX-10 5 exhibit10-582008.htm EXHIBIT 10.58 Exhibit 10.58

Exhibit 10.58

AMENDMENT NO. 13
TO THE
ENSCO SAVINGS PLAN
(As Revised and Restated Effective January 1, 1997)

       THIS AMENDMENT NO. 13, executed this 4th day of November, 2008, and effective as of the dates specified herein, by ENSCO International Incorporated, having its principal office in Dallas, Texas (hereinafter referred to as the "Company").

WITNESSETH:

       WHEREAS, the Company revised and restated the ENSCO Savings Plan (the "Plan"), effective January 1, 1997, except for certain provisions for which another effective date was subsequently provided elsewhere in the terms of the Plan, to (i) incorporate the prior amendments to the Plan, (ii) incorporate such other provisions as were necessary due to the merger of the Penrod Thrift Plan and the Dual 401(k) Plan into the Plan, (iii) clarify the definition of "annual compensation" used for nondiscrimination testing under Sections 401(k) and 401(m) of the Code, and (iv) bring the Plan into compliance with the Internal Revenue Code of 1986, as amended (the "Code"), as modified by the Small Business Job Protection Act of 1996, the General Agreement on Tariffs and Trade under the Uruguay Round Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Taxpayer Relief Act of 1997, the Internal Revenue Service Restructuring and Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000, as well as all applicable rules, regulations and administrative pronouncements enacted, promulgated or issued since the date the Plan was last restated;

       WHEREAS, the Company adopted Amendment No. 1 to the revised and restated Plan, effective January 1, 2002, to reflect the proposed Treasury regulations (the "Proposed Regulations") issued under Section 401(a)(9) of Code;

       WHEREAS, the Company adopted Amendment No. 2 to the revised and restated Plan, effective as of January 1, 2002, except as specifically otherwise in Amendment No. 2, to (i) reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") which generally became applicable to the Plan effective as of January 1, 2002, and (ii) constitute good faith compliance with the requirements of EGTRRA;

       WHEREAS, the Pension and Welfare Benefits Administration of the Department of Labor issued final regulations establishing new standards for processing benefit claims of participants and beneficiaries under Section 15.6 of the Plan which have been clarified by further guidance from the Pension and Welfare Benefits Administration (collectively the "Final Claims Procedure Regulations");

       WHEREAS, the Proposed Regulations for which the revised and restated Plan was amended by Amendment No. 1 were replaced by final Treasury regulations that were issued April 17, 2002 under section 401(a)(9) of the Code relating to required minimum distributions under Section 15.4 of the Plan (the "Final Required Minimum Distribution Regulations");

       WHEREAS, the Company acquired Chiles Offshore Inc. ("Chiles"), effective August 7, 2002, pursuant to a merger agreement among the Company, Chore Acquisition, Inc. ("Chore"), a wholly-owned subsidiary of the Company, and Chiles, whereby Chiles was merged with and into Chore, with Chore being the surviving company and continuing to exist as a wholly-owned subsidiary of the Company and the successor sponsor to Chiles of the Chiles Offshore Inc. 401(k) Retirement Savings Plan (the "Chiles 401(k) Plan");

       WHEREAS, the employees of Chiles that continued as employees of a subsidiary of the Company on and after August 7, 2002 continued to be eligible to participate in the Chiles 401(k) Plan through September 30, 2002 and then became eligible to participate in the Plan effective October 1, 2002;

       WHEREAS, the Chiles 401(k) Plan was merged into the Plan effective October 1, 2002 and the assets of the Chiles 401(k) Plan were transferred on October 1, 2002 from the trust established pursuant to the Chiles 401(k) Plan to the trust established pursuant to the Plan;

       WHEREAS, the Company adopted Amendment No. 3 to the revised and restated Plan, effective as of October 1, 2002, unless specifically provided otherwise in Amendment No. 3, to, among other things, (i) revise Section 15.6 of the Plan to provide that the administrator of the Plan shall process benefit claims of participants and beneficiaries pursuant to the claims procedure specified in the summary plan description for the Plan which shall comply with the Final Claims Procedure Regulations, as may be amended from time to time, (ii) reflect the Final Required Minimum Distribution Regulations by amending Section 15.4 of the Plan consistent with the Model Amendment provided by the Internal Revenue Service in Rev. Proc. 2002-29, (iii) permit participation in the Plan on October 1, 2002 (the "Date of Participation") by all employees of Chiles who are both eligible to participate in the Chiles 401(k) Plan as of September 30, 2002 and are employed by the Company or a subsidiary of the Company on October 1, 2002, (iv) provide all employees of Chiles who begin to participate in the Plan as of the Date of Participation with credit for all actual service with Chiles for purposes of the eligibility and vesting provisions of the Plan, (v) provide that any participant in the Chiles 401(k) Plan who has credit under the Chiles 401(k) Plan for at least three years of vesting service as of the Date of Participation shall continue to vest under the Plan in his account balance in the Plan pursuant to the vesting schedule contained in the Chiles 401(k) Plan, (vi) provide that any participant in the Chiles 401(k) Plan who has credit under the Chiles 401(k) Plan for two years of vesting service as of the Date of Participation shall remain 40% vested in his account balance in the Plan but, subsequent to the Date of Participation, shall continue to vest in his account balance in the Plan pursuant to the vesting schedule of the Plan, (vii) provide that any participant in the Chiles 401(k) Plan who has credit under the Chiles 401(k) Plan for one year of vesting service as of the Date of Participation shall remain 20% vested in his account balance in the Plan but, subsequent to the Date of Participation, shall continue to vest in his account balance in the Plan pursuant to the vesting schedule of the Plan, (viii) provide that any participant in the Chiles 401(k) Plan as of the Date of Participation shall become fully vested in his account balance in the Plan as of the date he has both attained age 55 and received credit under the Plan for at least five years of vesting service, and (ix) provide that any participant in the Chiles 401(k) Plan as of the Date of Participation shall be eligible for an in-service withdrawal from the Plan under Section 15.5(c) of the Plan once every six months after he has attained 59-1/2;

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       WHEREAS, the Company adopted Amendment No. 4 to the revised and restated Plan to retroactively amend the definition of Profit Sharing Entry Date in Section 1.16 of the Plan to conform the terms of Section 1.16 of the Plan to the actual operation of the Plan as authorized by Section 2.07(3) of Appendix B to Rev. Proc. 2002-47;

       WHEREAS, the Company adopted Amendment No. 5 to the revised and restated Plan to (i) reduce the service requirement to become eligible to participate in the 401(k) feature of the Plan, (ii) revise the requirements for an election to participate in the 401(k) feature of the Plan and for subsequent amendments to a salary reduction agreement, and (iii) increase the maximum deferral percentage that may be elected under a salary reduction agreement;

       WHEREAS, EGTRRA amended Section 401(a)(31)(B) of the Code to require that mandatory distributions of more than $1,000 from the Plan be paid in a direct rollover to an individual retirement plan as defined in Sections 408(a) and (b) of the Code if the distributee does not make an affirmative election to have the amount paid in a direct rollover to an eligible retirement plan or to receive the distribution directly and I.R.S. Notice 2005-5 provides that this provision becomes effective to the Plan for distributions on or after March 28, 2005;

       WHEREAS, the Company adopted Amendment No. 6 to the revised and restated Plan (i) effective as of September 1, 2005, to increase the normal retirement age under the Plan from age 60 to age 65, and (ii) effective as of March 28, 2005, to comply with the provisions of Section 401(a)(31)(B) of the Code, as amended by EGTRRA and the guidance issued in I.R.S. Notice 2005-5 relating to the application of the new rules in connection with automatic rollovers of certain mandatory distributions;

       WHEREAS, the Katrina Emergency Tax Relief Act of 2005 ("KETRA") amended the Code to immediately authorize tax-favored withdrawals and special provisions for loans from qualified retirement plans to provide relief relating to Hurricane Katrina;

       WHEREAS, the Company adopted Amendment No. 7 to the revised and restated Plan, effective as of October 3, 2005, to provide temporary relief to certain participants and related individuals affected by Hurricane Katrina in the form of (i) hardship withdrawals from the Plan, and (ii) modified loan provisions for certain loans from the Plan;

       WHEREAS, the Gulf Opportunity Zone Act of 2005 amended the Code to expand the hurricane-related relief provided under KETRA to victims of Hurricane Rita and Hurricane Wilma;

       WHEREAS, the Company adopted Amendment No. 8 to the revised and restated Plan to provide temporary relief to certain participants and related individuals affected by Hurricane Rita and/or Hurricane Wilma in the form of (i) hardship withdrawals from the Plan, and (ii) modified loan provisions for certain loans from the Plan;

       WHEREAS, the Company adopted Amendment No. 9 to the revised and restated Plan, effective January 1, 2007, to reduce the service requirement to become eligible to participate in the profit sharing feature of the Plan with respect to employees who are employed or reemployed after December 31, 2006;

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       WHEREAS, the Department of Treasury issued final regulations under Sections 401(k) and 401(m) of the Code which generally became applicable to the Plan effective as of January 1, 2006 (collectively the "Final 401(k)/401(m) Regulations");

       WHEREAS, the Company adopted Amendment No. 10 to the revised and restated Plan (i) effective as of January 1 2006, to reflect the Final 401(k)/401(m) Regulations and to constitute good faith compliance with the Final 401(k)/(m) Regulations and (ii) effective as of January 1, 2007, to exclude Carl F. Thorne from further participation in the profit sharing feature of the Plan;

       WHEREAS, the Company adopted Amendment No. 11 to the revised and restated Plan, effective January 1, 2008, to (i) clarify that certain highly compensated employees are not permitted to amend their salary reduction contribution elections for a year during the year, and (ii) amend the vesting schedule in Section 14.2 of the Plan;

       WHEREAS, the Pension Protection Act of 2006 requires participant-directed individual account plans to provide quarterly benefit statements to the plans' participants providing certain specific information;

       WHEREAS, the Department of Labor issued final regulations relating to qualified default investment alternatives in participant-directed individual account plans which may become applicable to a plan effective on or after December 24, 2007 (the "Qualified Default Investment Alternatives Regulations");

       WHEREAS, the Company adopted Amendment No. 12 to the revised and restated Plan, to (i) amend, effective as of January 1, 2008, the investment funds specified in Section 1.24 of the Plan available for participant direction of investment, (ii) amend, effective June 1, 2008, Section 1.24 and Section 22.8 of the Plan to provide a limitation on the portion of a participant's individual account that may be invested in Fund 5, (iii) amend, effective June 1, 2008, Section 3.1 of the Plan to provide for automatic enrollments, (iv) amend, effective as of January 1, 2007, Section 10.2 and Section 22.8 of the Plan to comply with the quarterly benefit statement requirements of the Pension Protection Act of 2006, (v) amend, effective June 1, 2008, Section 15.11 of the Plan to provide for eligible rollover distributions by non-spousal beneficiaries as permitted by the Pension Protection Act of 2006, and (vi) amend, effective June 1, 2008, Section 22.8 and Section 22.10 of the Plan to change the default investment fund and to specify related procedures in compliance with the Qualified Default Investment Alternatives Regulations governing the investment of the individual account of new participants with an employment or re-employment commencement date after May 31, 2008 who fail to affirmatively direct the investment of their individual accounts; and

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       WHEREAS, the Company now desires to adopt this Amendment No. 13 to the revised and restated Plan, to (i) amend, effective as of February 1, 2009, the investment funds specified in Section 1.24 of the Plan available for participant direction of investment, (ii) amend, effective January 1, 2009, except as otherwise specifically provided therein to the contrary, Article II and Section 3.1(b)(iv) of the Plan to provide for the exclusion from initial or continued eligibility to participate in the Plan of all employees of the Company and Affiliated Companies who become or may subsequently become eligible to participate in the Ensco Multinational Savings Plan on or after January 1, 2009, or would otherwise become or subsequently become eligible to participate in the Ensco Multinational Savings Plan on or after January 1, 2009 but for the fact that any such employee is not working outside the country of the employee's permanent residence, (iii) amend, effective January 1, 2008, Section 3.2 of the Plan to provide that an employer shall make additional matching contributions as of the last day of any plan year, commencing with the plan year ending December 31, 2008, to the extent the Plan administrator determines that a participant did not receive the same amount of matching contributions to which the participant was entitled for that plan year based on his salary reduction contributions and his annual compensation for that plan year, and (iv) amend, effective January 1, 2008, Section 7.4 of the Plan to provide for the exclusion of all participants and employees of the Company and Affiliated Companies who become or may subsequently become eligible to participate in the Ensco Multinational Savings Plan on or after January 1, 2009, or would otherwise become or subsequently become eligible to participate in the Ensco Multinational Savings Plan on or after January 1, 2009 but for the fact that any such employee is not working outside the country of the employee's permanent residence, from initial or continued eligibility to share in the allocation of any profit sharing contribution (as well as the forfeitures, if any, that may become allocable under Section 7.4 along with such profit sharing contributions) that may be made to the Plan under Section 3.3 for any plan year beginning on or after January 1, 2008;

       NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Company hereby adopts the following Amendment No. 13 to the Plan:

       1.       Section 1.24 of the Plan is hereby amended, effective as of February 1, 2009, to read as follows:

       Sec. 1.24  Investment Fund or Funds means one or more funds designated by the Administrator pursuant to Section 22.8 from time to time and maintained for the purpose of providing a vehicle for the investment of assets of the Trust Fund, in accordance with the directions of each Participant, Former Participant or Beneficiary with respect to his Individual Account, until such Investment Fund or Funds shall be eliminated by action of the Administrator. As of February 1, 2009, the Investment Funds shall be:

Fund 1: T. Rowe Price Balanced Fund;

Fund 2: T. Rowe Price Spectrum Growth Fund;

Fund 3: T. Rowe Price Spectrum Income Fund;

Fund 4: T. Rowe Price Stable Value Fund (formerly known as the T. Rowe Price Blended Stable Value Fund prior to May 1, 2000);

Fund 5: Company Stock Fund;

Fund 6: T. Rowe Price Equity Income Fund;

Fund 7: Vanguard Institutional Index Fund;

Fund 8: T. Rowe Price Blue Chip Growth Fund;

Fund 9: T. Rowe Price Mid-Cap Growth Fund;

Fund 10: Columbia Small Cap Value I Z Fund;

Fund 11: Vanguard Total Bond Market Index Signal Fund;

Fund 12: American Funds EuroPacific Growth R5 Fund;

Fund 13: T. Rowe Price Retirement Income Fund;

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Fund 14: T. Rowe Price Retirement 2005 Fund;

Fund 15: T. Rowe Price Retirement 2010 Fund;

Fund 16: T. Rowe Price Retirement 2015 Fund;

Fund 17: T. Rowe Price Retirement 2020 Fund;

Fund 18: T. Rowe Price Retirement 2025 Fund;

Fund 19: T. Rowe Price Retirement 2030 Fund;

Fund 20: T. Rowe Price Retirement 2035 Fund;

Fund 21: T. Rowe Price Retirement 2040 Fund;

Fund 22: T. Rowe Price Retirement 2045 Fund;

Fund 23: T. Rowe Price Retirement 2050 Fund;

Fund 24: T. Rowe Price Retirement 2055 Fund; and

Fund 25: Perimeter Small Cap Growth Investor Fund.

The Administrator may direct the Trustee to invest one or more of such funds with a specified insurance company or mutual fund, or appoint an investment advisor as provided in Section 22.5 to manage the same and may also direct the Trustee to establish new Investment Funds or delete existing Investment Funds from time to time. Effective June 1, 2008, a Participant may direct that the assets of his Individual Account may be invested in Fund 5 only in accordance with the specific limitations of Section 22.8.

       2.       Article II of the Plan is hereby amended, effective January 1, 2009, except as otherwise specifically provided therein to the contrary, to read as follows:

ARTICLE II

ELIGIBILITY OF EMPLOYEES

       Sec. 2.1  Eligibility.  Except as provided in this Article II to the contrary, each Employee who was eligible to participate in either or both the 401(k) feature of the Plan and the profit sharing feature of the Plan on December 31, 2008 shall continue to be eligible to participate in that feature or those features of the Plan, as applicable, as of January 1, 2009. Each other Employee (i) shall be eligible to become a Participant in the 401(k) feature of the Plan as provided in Section 2.2 on the 401(k) Entry Date which coincides with or which next follows the date upon which he shall have both attained age 18 and completed a one-month Period of Service, and (ii) who is employed or is reemployed (without having previously satisfied the then-applicable service requirement of this Section 2.1 for the profit sharing feature of the Plan) by an Employer after December 31, 2008, shall be eligible to participate in the profit sharing feature of the Plan (subject to the allocation requirements of Section 7.4) on the Profit Sharing Entry Date which coincides with or which next follows the date upon which he shall have both attained age 18 and completed at least 90 days of employment with the Employer; provided, in each case, the Employee is employed by an Employer on the applicable Entry Date in a class of employment eligible for participation in the Plan.

       Sec. 2.2  Election to Participate.  An Employee who is eligible to become a Participant in the 401(k) feature of the Plan may do so by either (i) completing and timely returning the enrollment forms provided by the Administrator for that purpose or (ii) if allowed by the Administrator, timely giving an Interactive Electronic Communication, prior to the 401(k) Entry Date as of which he becomes eligible to commence participation in the 401(k) feature of the Plan, including forms or, if permitted, Interactive Electronic Communication, which (i) designate a Salary Reduction Contribution rate and authorize an Employer to reduce his Annual Compensation as provided in Section 3.1, (ii) designate a Beneficiary, and (iii) elect the Investment Funds to which his contributions are to be allocated. If an Employee does not elect to become a Participant in the 401(k) feature of the Plan when he first becomes eligible, he may thereafter elect to become a Participant in the 401(k) feature of the Plan as of any subsequent payroll period with respect to which he continues to be employed by an Employer in a class of employment eligible for participation in the Plan by either (i) completing such forms and timely returning them to the Administrator, or (ii) if allowed by the Administrator, timely giving an Interactive Electronic Communication.

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       An eligible Employee's participation in the 401(k) feature of the Plan shall commence on the 401(k) Entry Date or any subsequent payroll period with respect to which the Administrator timely receives his enrollment forms or, if applicable, he timely gives his Interactive Electronic Communication, in accordance with the provisions of this Section 2.2 and Section 3.1 and shall continue in effect until amended or terminated. For purposes of the Plan, an Employee's enrollment forms shall be considered to have been timely received by the Administrator or to have been timely given by Interactive Electronic Communication with respect to his 401(k) Entry Date or subsequent payroll period if the forms are received by the Administrator, or the Interactive Electronic Communication is given by the Employee, prior to that 401(k) Entry Date or the end of that subsequent payroll period and the Administrator determines, in its sole and absolute discretion, that it is administratively practicable to process his enrollment prior to that 401(k) Entry Date or the end of that subsequent payroll period. If the Administrator determines that it is not administratively practicable to process an Employee's enrollment prior to his 401(k) Entry Date or the end of a particular payroll period, his enrollment shall be effective as of the next succeeding payroll period. By signing such enrollment forms or, if allowed by the Administrator, by giving the enrollment forms by an Interactive Electronic Communication, the Employee agrees to be bound by all the terms and conditions of the Plan as then in effect or as thereafter amended.

       Sec. 2.3  Eligibility upon Reemployment.  Notwithstanding Section 2.1, each Employee who is not employed by an Employer in a class of employment eligible for participation on the Entry Date on which he would have been eligible to become a Participant in the Plan with respect to either the 401(k) feature or the profit sharing feature of the Plan, shall be eligible to become a Participant hereunder in that feature as of the first Entry Date for that feature following the date on which he resumes employment as an Employee with an Employer in a class of employment eligible for participation and either (i) timely submits his enrollment forms to the Administrator or (ii) if allowed by the Administrator, timely gives an Interactive Electronic Communication. The Administrator shall determine whether an Employee timely submitted his forms or, if applicable, timely gave an Interactive Electronic Communication, in accordance with the guidelines specified in Section 2.2.

       Sec. 2.4  Reemployment of Participant.  Except as provided in this Section, if the employment of a Participant terminates for any reason and he subsequently is reemployed as an Employee by an Employer in a class of employment eligible for participation, he shall be eligible to become a Participant as of the 401(k) Entry Date following the date he resumes employment as an Employee with an Employer and continues to be employed in a class of employment eligible for participation and either (i) timely submits his enrollment forms to the Administrator or (ii) if allowed by the Administrator, timely gives an Interactive Electronic Communication; provided that if the Participant had satisfied the eligibility requirements under Section 2.1 to participate in the 401(k) feature of the Plan but not the profit sharing feature of the Plan as of the date his employment terminated, he shall not be eligible to participate in the profit sharing feature of the Plan until he satisfies the eligibility requirements of Section 2.1 that are applicable to the profit sharing feature of the Plan. The Administrator shall determine whether an Employee timely submitted his forms or, if applicable, timely gave an Interactive Electronic Communication, in accordance with the guidelines specified in Section 2.2.

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       Sec. 2.5  Cessation of Participation.  A Participant shall immediately cease to be eligible for any further Matching Contributions to the Plan upon the occurrence of either of the following events:

       (a)  termination of his salary reduction agreement established pursuant to Section 3.1; or

       (b)  termination of his status as an Employee with all Employers for any reason.

If a Participant is included on December 31, 2008 in, or is subsequently transferred to, a class of employment not eligible for participation in the Plan but continues to be employed by an Affiliated Company, no further contributions to the Trust Fund shall be made by or on behalf of the Participant under the Plan with respect to periods on and after December 31, 2008 or the date of subsequent transfer, or such other earlier period specified in Section 2.9. Any Participant described in the preceding sentence may recommence his participation in the features of the Plan for which he was eligible on December 31, 2008 or at the time of the subsequent transfer to an ineligible class of employment if he is transferred back to an eligible class of employment and new enrollment forms are executed or, if allowed by the Administrator, an Interactive Electronic Communication is given, in accordance with Section 3.1. During the period of his employment in a class of employment not eligible for participation in the Plan, the Participant shall continue to (i) vest in his Employer Account, (ii) be eligible for withdrawals (subject to the requirements of Section 15.5), (iii) be permitted to transfer his Individual Account among the Investment Funds in accordance with the provisions of Section 22.8, and (iv) be permitted to change Beneficiaries in accordance with the provisions of the Plan.

       Sec. 2.6  Exclusion of Employees Covered by Collective Bargaining.  Notwithstanding Section 2.1, an Employee covered by a collective bargaining agreement between an Employer and a collective bargaining representative certified under the Labor Management Relations Act who is otherwise eligible to become a Participant under this Article II shall be considered to be employed in an ineligible class of employment and excluded from eligibility to participate in the Plan if retirement benefits were the subject of good faith bargaining between the Employee's representative and the Employer and if the agreement does not require the Employer to include such Employee in the Plan. An Employee who is a Participant in the Plan when he is excluded under the provisions of this Section 2.6 shall cease active participation in the Plan on the effective date of that collective bargaining agreement and shall not participate in Employer contributions while a member of the ineligible class, but shall not be considered to have terminated employment.

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       Sec. 2.7  Exclusion of Certain Employees who are Non-U.S. Taxpayers.  Notwithstanding Section 2.1, an Employee who is otherwise eligible to become or continue to be a Participant under this Article II shall be considered to be employed in an ineligible class of employment and excluded from eligibility to participate in the Plan if the Employee (i) is included on January 1, 2009 in, or subsequently transferred to, a class of employment eligible to participate on such date in the Ensco Multinational Savings Plan, or (ii) would be described in clause (i) of this sentence but for the fact that he is not employed and working outside the country of his permanent residence. An Employee who is a Participant in the Plan when he is excluded under the provisions of this Section 2.7 shall cease active participation in the Plan on the effective date of his inclusion in that ineligible class of employment and shall not participate in Employer contributions while employed in that ineligible class of employment, but shall not be considered to have terminated employment.

       Sec. 2.8  Eligibility Upon Entry or Reentry into an Eligible Class of Employees.  In the event a Participant is excluded because he is no longer a member of an eligible class of Employees as specified in this Article II, such Employee shall be eligible to become a Participant immediately upon his return to employment as an Employee of an Employer in an eligible class of Employees. In the event that an Employee who is not a former Participant in the Plan becomes a member of the eligible class, such Employee shall be eligible to become a Participant immediately if such Employee has satisfied the eligibility requirements of Section 2.1 and would have previously been eligible to become a Participant had he been in the eligible class.

       Sec. 2.9  Exclusion of Certain Employees from the Profit Sharing Feature of the Plan.  Notwithstanding the foregoing provisions of this Article II and any other provision of the Plan, (i) effective as of January 1, 2007, Carl F. Thorne shall be excluded from participation in the profit sharing feature of the Plan and the allocation of Employer profit sharing contributions, if any, under Section 7.4 (as well as the forfeitures, if any, that may become allocable under Section 7.4 along with such profit sharing contributions) that are made pursuant to Section 3.3 for any Year beginning on or after January 1, 2007, and (ii) effective as of January 1, 2008, all Participants and Employees of the Company and Affiliated Companies, including those Employees who are included on December 31, 2008 in, or subsequently transferred to, a class of employees not eligible for participation in the Plan and, as a result shall cease to be a Participant for purposes of certain provisions of the Plan as specified in Section 2.5, shall be excluded from participation in the profit sharing feature of the Plan and the allocation of Employer profit sharing contributions, if any, under Section 7.4 (as well as the forfeitures, if any, that may become allocable under Section 7.4 along with such profit sharing contributions) that are made pursuant to Section 3.3 for the Year beginning January 1, 2008 and for any Year beginning on or after January 1, 2009 with respect to which the Employee does not satisfy the allocation requirements of Section 7.4, including because he is employed in an ineligible class of employment on the last day of the Year.

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       3.       Section 3.1(b)(iv) of the Plan is hereby amended, effective January 1, 2009, to read as follows:

(iv)     Transfer to Ineligible Employment or Termination of Employment.  A Participant's salary reduction election shall terminate automatically if the Participant (A) is included on December 31, 2008, in, or is subsequently transferred to, a class of employment not eligible for participation in the Plan, or (B) if his employment as an Employee with all Employers terminates. Upon return of the Participant to an eligible class of employment as an Employee with an Employer, the Participant shall be permitted to execute a new salary reduction agreement or, if allowed, give an Interactive Electronic Communication, and resume having contributions made to the Trust Fund on his behalf under Section 3.1(a); provided that the effective date of the new salary reduction agreement shall be no earlier than the later of (A) the first day of the first payroll period during which the new salary reduction agreement is timely received in executed form by the Administrator or, if applicable, an Interactive Electronic Communication is timely given, or (B) the date the Participant resumes eligible employment as an Employee with an Employer. Transfers of Participants to different payroll systems among the Employers shall be administered by procedures established by the Administrator.

       4.       Section 3.2 of the Plan is hereby amended, effective January 1, 2008, to read as follows:

       Sec. 3.2  Employer Matching Contributions.  For each payroll period, an Employer may contribute hereunder as a Matching Contribution an amount equal to a stated dollar amount or a stated percentage of the Salary Reduction Contributions, if any, made for such payroll period on behalf of each Participant entitled to an allocation under Section 7.3; provided that the Salary Reduction Contributions made on behalf of each Participant for a payroll period for which an Employer shall make a Matching Contribution shall be considered only to the extent that it does not exceed 6% of the portion of the Participant's Annual Compensation paid during such payroll period, unless the governing body of the Company determines otherwise. If, as of the last day of any Year, the Administrator determines that a Participant did not receive the amount of Matching Contributions to which such Participant was entitled for the Year based on his Salary Reduction Contributions made during the Year and his Annual Compensation for the Year, his Employer shall make an additional Matching Contribution on behalf of such Participant in an amount necessary to provide the Participant with the Matching Contribution to which he is entitled for such Year. The Matching Contributions for a Year shall be determined by the governing body of the Company in its sole and absolute discretion; provided that the Administrator reserves the right to impose limits from time to time on the Matching Contributions that can be made by any Employer to the extent necessary to meet the limitations and restrictions of Article V. Matching Contributions made pursuant to this Section 3.2 shall be subject to the limitations and restrictions of Article V. The Matching Contributions, if any, made pursuant to this Section 3.2 shall be reduced by the forfeitures for such Year under Articles IV, V, XIV and XV that are designated under Section 14.5 by the Company to be applied to reduce the Matching Contributions for the Year and such forfeitures shall be allocated as provided in Section 7.3 in lieu of such contributions. If additional Salary Reduction Contributions are made on behalf of a Participant pursuant to Section 3.1(c), the Employer shall make the same Matching Contribution pursuant to this Section 3.2 for that Participant which would have been made with respect to such Salary Reduction Contributions if those Salary Reduction Contributions had actually been made on behalf of that Participant during that period of qualified military service.

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       5.       Section 7.4 of the Plan is hereby amended, effective January 1, 2008, to read as follows:

       Section 7.4  Allocation of Employer Profit Sharing Contributions Made Under Section 3.3 and Certain Forfeitures.  As of the last day of each Year, but after adjustment of the Individual Accounts as provided in Section 9.2, the Administrator shall direct the Recordkeeper to allocate the profit sharing contribution of the Employer, if any, made pursuant to Section 3.3 and certain forfeitures under Articles IV, V, XIV and XV, subject to the application of Section 14.5, for the Year and shall credit the same to the Employer Accounts of all Participants in the Plan who either (i) had their service with the Employer terminated by reason of death, retirement on or after Normal Retirement Age or Disability during the Year, or (ii) were in the service of the Employer on the last day of the Year, as follows:

Each such Participant shall be entitled to have his Employer Account credited with that proportion of the Employer's profit sharing contribution made pursuant to Section 3.3 and the forfeitures, if any, which were designated under Section 14.5 by the Company for allocation pursuant to this Section 7.4 for such Year which his Annual Compensation for such Year shall bear to the aggregate Annual Compensation for that Year of all Participants entitled to share in such allocation;

provided, however, effective January 1, 2008, all Participants and Employees of the Company and Affiliated Companies, including those Employees who are included on December 31, 2008 in, or subsequently transferred to, a class of employees not eligible for participation in the Plan and, as a result shall cease to be a Participant for purposes of certain provisions of the Plan as specified in Section 2.5, shall be excluded from participation in the profit sharing feature of the Plan and the allocation of Employer profit sharing contributions, if any, under this Section 7.4 (as well as the forfeitures, if any, that may become allocable under Section 7.4 along with such profit sharing contributions) that are made pursuant to Section 3.3 for the Year beginning January 1, 2008 and for any Year beginning on or after January 1, 2009 with respect to which the Employee does not satisfy the allocation requirements of this Section 7.4, including because he is employed in an ineligible class of employment on the last day of the Year.

For purposes of this Section 7.4, while a Participant is in qualified military service (within the meaning of chapter 43 of title 38, United States Code), he shall be considered to be in the service of the Employer and to receive Annual Compensation during any such period of qualified military service in an amount equal to the Annual Compensation he would have received during such period if he were not in such service, determined based on the rate of pay he would have received from the Employer but for the absence during the period of such service; provided, however, if the Annual Compensation the Participant would have received during such period is not reasonably certain, the Participant's average Annual Compensation from the Employer during the 12-month period immediately preceding the qualified military service (or, if shorter, the period of employment immediately preceding the qualified military service) shall be used.

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       IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Amendment No. 13 to be executed on the date first above written.

ENSCO INTERNATIONAL INCORPORATED

By:       /s/ Cary A. Moomjian, Jr.
Cary A. Moomjian, Jr.
Vice President

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EX-10 6 exhibit10-592008.htm EXHIBIT 10.59 Exhibit 10.59

Exhibit 10.59

SECOND AMENDMENT
TO THE
ENSCO INTERNATIONAL INCORPORATED
2005 CASH INCENTIVE PLAN

THIS AMENDMENT executed this 4th day of November, 2008, and effective the first day of January, 2009, except as otherwise specifically 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 Cash Incentive Plan (the "Plan"), effective January 1, 2005; and

       WHEREAS, the Board of Directors of the Company (the "Board"), upon recommendation of the Nominating, Governance and Compensation Committee of the Board (the "Committee") during its meeting held on November 3-4, 2008, has approved this Second Amendment to the Plan during a regular meeting held on November 4, 2008; and

       WHEREAS, the Company now desires to adopt this Second Amendment to the Plan in order to (i) amend the definition of "Change in Control" in Section 2 of the Plan, effective January 1, 2009, consistent with the final Treasury regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) 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, (iii) amend Section 5(e)(i) and the second paragraph of Section 6 of the Plan, effective January 1, 2009, to provide that, in determining the annual bonuses for the Chief Executive Officer and selected senior executives of the Company for a Performance Period pursuant to the Plan, the Committee may determine to include a discretionary component awarded as a Discretionary Bonus based upon the Committee's determinations regarding achievement (or non-achievement) of individual goals pre-established and approved by the Committee and ratified by the Board for the Chief Executive Officer and recommended by the Chief Executive Officer for each such selected senior executive, which Discretionary Bonus may (A) not exceed an amount equal to twenty-five percent (25%) of the Chief Executive Officer's or senior executive's Annual Performance Bonus for the Performance Period, and (B) result in the amount of the Chief Executive Officer's or senior executive's Annual Performance Bonus for the Performance Period being reduced by up to twenty-five percent (25%), in each case as determined by the Committee, (iv) amend the time of payment provisions under Section 7(a) of the Plan, effective January 1, 2009, to ensure compliance by the Plan with the specified time of payment requirement of Section 409A(a)(2)(A)(iv) of the Code, (v) amend Section 7(c) of the Plan, effective January 1, 2009, to ensure compliance of Annual Performance Bonus Awards under the Plan with the guidance and holdings by the Internal Revenue Service in Rev. Rul. 2008-13 regarding the payment of performance-based compensation under Section 162(m) of the Code upon termination "without cause" or retirement on or after Normal Retirement Age, and (vi) amend Section 7(e) of the Plan, effective January 1, 2009, to condition the exercise by the Committee of discretion under that section to waive employment continuation requirements on pro-rating all Annual Performance Bonus Awards consistent with the procedure described in Section 7(e) of the Plan;

NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Company hereby adopts the following Second Amendment to the Plan:

1.       The definition of "Change in Control" in Section 2 is hereby amended, effective January 1, 2009, to read as follows:

       "Change in Control" shall mean the occurrence of any of the following events: (a) a change in the ownership of the Company, which occurs on the date that any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total voting power of the stock of the Company, or (b) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. The determination of whether a Change in Control has occurred shall be determined by the Committee consistent with Section 409A of the Code.

2.       The definition of "Covered Employee" in Section 2 is hereby amended, effective January 1, 2007, to read as follows:

       "Covered Employee" shall mean an Employee who would be subject to Section 162(m) of the Code such that on the last day of the taxable year, the Employee (a) is the principal executive officer of the Company (or is acting in such capacity), or (b) if the total compensation of such Employee for that taxable year is required to be reported to stockholders of the Company under the Exchange Act by reason of such Employee being among the three highest compensated officers of the Company for the taxable year (other than the principal executive officer or the principal financial officer of the Company) as determined pursuant to the executive compensation disclosure rules under the Exchange Act contained in Item 402 of Regulation S-K, as amended by the Securities and Exchange Commission on September 8, 2006.

3.       Section 5(e)(i) is hereby amended, effective January 1, 2009, to read as follows:

                  (i)     In order to assure the incentive features of this Plan and to avoid distortion in the operation of this Plan, the Committee may make adjustments in the Performance Goals, specific performance factors and targets related to those Performance Goals and award criteria established by it for any Performance Period under this Section 5, whether before or after the end of the Performance Period to the extent it deems appropriate in its sole discretion, which shall be conclusive and binding upon all parties concerned, to compensate for or reflect any extraordinary changes which may have occurred during the Performance Period which significantly affect factors that formed part of the basis upon which such Performance Goals, specific performance targets related to those Performance Goals and award criteria were determined. Such changes may include, without limitation, changes in accounting practices, tax, regulatory or other laws or regulations, or economic changes not in the ordinary course of business cycles. The Committee also reserves the right to adjust Annual Performance Bonus Awards to insulate them from the effects of unanticipated, extraordinary, major business developments, e.g., unusual events such as a special asset writedown, sale of a division, etc. The determination of financial performance achieved for any Performance Period may, but need not be, adjusted by the Committee to reflect such extraordinary, major business developments. Any such determination shall not be affected by subsequent adjustments or restatements. The Committee also reserves the right to decrease by up to twenty-five percent (25%) the amount of the Annual Performance Bonus Award determined by the Committee pursuant to Section 5(f) to be payable for the Performance Period to any Participant who is the Chief Executive Officer or a senior executive of the Company to reflect the determination by the Committee pursuant to Section 6, as amended, of the level of that Participant's achievement (or non-achievement) of the individual goals previously established by the Committee for that Participant for the Performance Period. The determination of the amount of the decrease, if any, in the amount of any such Participant's Annual Performance Bonus for the Performance Period shall be determined by the Committee in connection with its determinations under Section 5(f) and Section 6 for the Performance Period

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4.       The second paragraph of Section 6 is hereby amended, effective January 1, 2009, to read as follows:

       Notwithstanding the limitations of the preceding paragraph of this Section 6 to the contrary, the Committee may determine to make a Discretionary Bonus Award to the Chief Executive Officer and/or to any Participant selected by the Chief Executive Officer who is senior executive of the Company for the period coinciding with the Performance Period based upon the Committee's determination regarding the level of that Participant's achievement (or non-achievement) of the individual goals previously established by the Committee (and, with respect to the Chief Executive Officer, are ratified by the Board, and with respect to each such senior executive, are based on recommendations from the Chief Executive Officer) for that Participant for such period. The amount of the Discretionary Bonus that may be payable to any such Participant pursuant to this paragraph may not exceed twenty-five percent (25%) of the amount of the Annual Performance Bonus Award determined by the Committee pursuant to Section 5(f) to be payable for that Performance Period to such Participant. As provided in Section 5(e)(i), as amended, the determination by the Committee pursuant to this paragraph with respect to any such Participant may result in a decrease in the amount of the Annual Performance Bonus determined by the Committee pursuant to Section 5(f) for the Performance Period. The Committee shall make its determinations under this paragraph in connection with its determinations under Section 5(f) for the Performance Period.

5.       Section 7(a) is hereby amended, effective January 1, 2009, to read as follows:

       (a)       Eligibility for Non-Tax Deferred Payment. Except as provided in Sections 7(c) and (d) below, upon the Committee's written certification in accordance with Section 5(f) that a payment for an Annual Performance Bonus Award with respect to a Performance Period is due under this Plan, each Participant who has been granted an Annual Performance Bonus Award with respect to such Performance Period and who has remained continuously employed by the Company or a Subsidiary until the last day of such Performance Period shall be entitled to the payment amount applicable to such Participant's Annual Performance Bonus Award certified by the Committee for such Performance Period and his or her Discretionary Bonus Award, if any. Payments under this Plan shall be made in cash in one lump sum payment. It is intended that payments under this Plan shall be made as soon as administratively feasible after the end of the Performance Period following written certification by the Committee under Section 5(f) that payment of Incentive Awards are due and no later than the December 31st of the year following the year in which that Performance Period ends in order to ensure that this Plan complies with the specified time of payment requirement of Section 409A(a)(2)(A)(iv) of the Code and Treas. Reg. 1.409A-3(a)(4) and (b).

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6.       Section 7(c) is hereby amended, effective January 1, 2009, to read as follows:

       (c)       Retirement, Permanent and Total Disability, Death or Termination "Without Cause".  If a Participant was granted an Incentive Award for a Performance Period and his or her employment with the Company and its Subsidiaries terminates during the Performance Period by reason of death, Permanent and Total Disability, retirement on or after Normal Retirement Age, or termination by the Company and all Subsidiaries "without cause," the Incentive Award shall be determined on a pro rata basis for that Performance Period by comparing the actual level of performance to the specific targets related to the Performance Goals and individual performance goals established by the Committee for that Participant for that Performance Period and then multiplying that amount by a fraction, the numerator of which is the number of days in the Performance Period that had elapsed as of the date of such employment termination and the denominator of which is 365. The amount determined pursuant to the preceding sentence of this Subsection (c) shall become payable as provided in Subsection (a). In the event of death, payment shall be made to the beneficiary or beneficiaries as designated on the Participant's beneficiary designation form under the Company's group term life insurance program. In the absence of a beneficiary designation form, payment of the Incentive Award shall be made to the estate of the deceased Participant. Any amount that has been deferred as provided under Subsection (b) shall be processed in accordance with the applicable deferred compensation plan.

7.       Section 7(e) of the Plan is hereby amended, effective January 1, 2009, to read as follows:

       (c)       Challenge to Control Committee Discretion. The Committee may, in its discretion, direct that all employment continuation requirements be waived if it finds, in its sole discretion, that a major challenge to the control of the Company exists; subject, however, to the requirement that the exercise of such discretion shall result in all Annual Performance Bonus Awards being determined on a pro-rated basis consistent with the procedure described in Subsection (c). Any amount that has been deferred as provided under Subsection (b) shall be processed in accordance with the applicable deferred compensation plan.

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IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Second Amendment to be executed on the date first above written.

ENSCO INTERNATIONAL INCORPORATED

/s/ Cary A Moomjian, Jr.
Cary A. Moomjian, Jr.
Vice President

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EX-10 7 exhibit10-602008.htm EXHIBIT 10.60 Exhibit 10.60

Exhibit 10.60

AMENDMENT NO. 2 TO THE
ENSCO
2005
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

       THIS AMENDMENT No. 2 executed this 4th day of November, 2008, and effective the first day of January, 2005, by ENSCO International Incorporated, having its principal office in Dallas, Texas (hereinafter referred to as the "Company").

WITNESSETH:

       WHEREAS, the Company adopted the ENSCO 2005 Non-Employee Director Deferred Compensation Plan (the "2005 Plan"), effective January 1, 2005;

       WHEREAS, the Board of Directors of the Company (the "Board"), upon recommendation of its Nominating, Governance and Compensation Committee (the "Committee"), approved Amendment No. 1 to the 2005 Plan during a regular meeting held on March 10, 2008;

       WHEREAS, the Board, upon recommendation of the Committee during its meeting held on November 3-4, 2008, has approved this Amendment No. 2 to the 2005 Plan during a regular meeting held on November 4, 2008; and

       WHEREAS, the Company now desires to adopt this Amendment No. 2 to the 2005 Plan in order to facilitate compliance with the final Treasury regulations under section 409A of the Internal Revenue Code of 1986, as amended;

       NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Company hereby adopts the following Amendment No. 2 to the 2005 Plan:

       1.       Section 5.1 of the 2005 Plan is hereby amended to read as follows:

       5.1     Payment of Benefits.  Except as provided in Section 10.2 in the event of a Change in Control of the Company (as defined in Section 10.2), the amount credited to a Participant's Account pursuant to Article IV shall be payable to the Participant or, if applicable, to his or her Beneficiary in accordance with the provisions of this Article V. If the Company has obtained life insurance policies as a reserve for the discharge of its obligations under this Plan, the Company acting through the Committee may, in its discretion, distribute any such policy to a Participant when the Participant's Benefits become payable to satisfy all or a portion of the Company's obligation to the Participant hereunder. Unless paid earlier pursuant to Section 5.2 or Section 10.2, payment of a Participant's Benefit under this Plan shall be made or commence to be made in the form elected by the Participant pursuant to Section 5.3 on the 20th business day following the Participant's death, Disability or termination of his or her directorship with the Company. A Participant may elect pursuant to Section 5.3 to defer the Benefit payment date or Benefit commencement date of his or her Benefits.

       2.       Section 5.2 of the 2005 Plan is hereby amended to read as follows:

       5.2     Timing of Certain Payments.  Notwithstanding any other provision of this Plan to the contrary, the Committee shall have the right to direct payment of Benefits to Participants prior to the time such Benefits otherwise would be payable hereunder if the Committee in good faith determines that any of the following conditions or events has occurred:

       (a)     An Unforeseeable Emergency of the Participant.  An unforeseeable emergency is a severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant, the Participant's spouse or a dependent (as defined in section 152 of the Code, without regard to sections 152(b)(1), (b)(2), and (d)(1)(B) of the Code) of the Participant, (ii) a loss of the Participant's property due to casualty (including the need to rebuild the Participant's home following damage to the home not otherwise covered by insurance, for example, not as a result of a natural disaster), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. An unforeseeable emergency shall not exist, however, if the emergency may be relieved (i) by reimbursement or compensation from insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause a severe financial hardship, or (iii) by cessation of deferrals under this Plan. In addition, an unforeseeable emergency shall not exist as a result of the Participant's need to send a child to college or desire to purchase a home. Whether a Participant is faced with an unforeseeable emergency permitting a distribution under this Section 5.2(a) is to be determined by the Administrator based on all of the relevant facts and circumstances of each case in accordance with section 409A of the Code. The amount distributed to a Participant on account of an unforeseeable emergency may not exceed the amount reasonably necessary to satisfy such emergency, plus amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated as a result of the distribution, after taking into account (i) the extent to which the hardship is or may be relieved through reimbursement or compensation from insurance or otherwise, or by liquidation of the Participant;s assets, to the extent the liquidation of such assets would not itself cause a severe financial hardship, and (ii) any additional Total Retainer that will be available if the Participant's Deferred Retainer Election is cancelled under this Section 5.2(a). The amount the Administrator determines is eligible for distribution to a Participant because of his or her unforeseeable emergency shall be paid to the Participant in cash within 15 days of the date of the Administrator's determination.

       (b)     Domestic Relations Orders.  The Administrator may determine to permit acceleration of the time or schedule of a payment under this Plan to an individual other than a Participant, or to make a payment under this Plan to an individual other than the Participant, to the extent necessary to fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code).

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       (c)     Conflicts of Interest Laws.  The Administrator may determine to permit acceleration of the time or schedule of a payment under this Plan, or to make a payment under this Plan, to the extent necessary to avoid the violation of an applicable Federal, state, local or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his or her position in which the Participant would otherwise not be able to participate under an applicable rule), as determined in accordance with section 409A of the Code.

       (d)     Change in Circumstances.  A change in circumstances relating to the operation of this Plan or the taxation of Participants, arising from a change in the Federal or applicable state tax or revenue laws, a published ruling or similar announcement by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a change in securities laws or regulations, the issuance of an advisory opinion, regulation or other published position by the Department of Labor, or a change in accounting requirements which causes (i) Participants to be taxable on their Benefits prior to the time Benefits otherwise would be payable hereunder, (ii) this Plan to be considered as funded for purposes of ERISA or the Code, or (iii) a material change regarding the tax or financial accounting consequences of maintaining this Plan to the Company; provided, in any event, any determination by the Committee under this Section 5.2(d) must be permissible under section 409A of the Code and cannot be considered to be the exercise of impermissible discretion under section 409A of the Code.

       3.       Section 10.2 of the 2005 Plan is hereby amended to read as follows:

       10.2     Termination.  The Company has established this Plan with the bona fide intention and expectation that from year to year it will deem it advisable to continue it in effect. However, the Committee, in its sole discretion, reserves the right to terminate the Plan in its entirety at any time; provided, however, that no such action shall affect any Benefit adversely to which a Participant would be entitled had his or her directorship terminated immediately before such termination was effective and any decision to terminate this Plan shall comply with section 409A of the Code.

       Upon a Change in Control of the Company, the Committee shall have the right to determine within the 30-day period immediately preceding and the 12-month period immediately succeeding the effective date of the Change in Control of the Company whether this Plan shall terminate upon which all Benefits shall be distributed to the Participants no later than the 12-month anniversary of the date the Committee irrevocably takes all necessary action to terminate this Plan and liquidate the Accounts. As a condition to the Committee's exercising its discretion under this Section 10.2 to terminate this Plan, all other agreements, methods, programs and other arrangements sponsored by the Company immediately after the Change in Control with respect to which deferrals of compensation are treated as having been deferred under a single plan with this Plan under Treas. Reg. 1.409A-1(c)(2) must also be terminated and liquidated and the benefits distributed to the covered participants no later than the 12-month anniversary of the date the Company irrevocably takes all necessary action to terminate and liquidate the aggregated agreements, methods, programs and other arrangements.

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       For purposes of this Plan, a Change in Control of the Company shall be deemed to occur if there is a change (i) in the ownership of the Company, which occurs on the date that any one person, or more than one person acting as a group, acquires ownership of the stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the Company; (ii) in the effective control of the Company, which occurs on the date that either (A) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company, or (B) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) in the ownership of a substantial portion of the Company's assets, which occurs on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The determination of whether a Change in Control has occurred shall be determined by the Committee consistent with section 409A of the Code.

       IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has caused this Amendment No. 2 to be executed on the date first above written.

ENSCO INTERNATIONAL INCORPORATED

/s/ Cary A Moomjian, Jr.
Cary A. Moomjian, Jr.
Vice President

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EX-10 8 exhibit10-612008.htm EXHIBIT 10.61 Exhibit 10.61

Exhibit 10.61

Amended and Restated Trust Deed

with respect to the Trust to be known as

The Ensco Multinational Savings Plan

February 16, 2009

between

ENSCO International Incorporated

(as Plan Sponsor)

and

Citco Trustees (Cayman) Limited

(as Original Trustee)

This Amended and Restated Deed is made the 16th day of February 2009

Between

(1) ENSCO International Incorporated of 500 North Akard Street, Suite 4300, Dallas, Texas, 75201, United States of America, as Plan Sponsor; and

(2) Citco Trustees (Cayman) Limited, a trust company incorporated under the laws of the Cayman Islands whose registered office is at Windward One, Regatta Office Park, George Town, Grand Cayman, Cayman Islands, as Original Trustee

Whereas:

(A) The Original Trustee and the Plan Sponsor wish to establish a contribution savings plan to benefit certain non-US employees of the Plan Sponsor and its subsidiary companies, and had accordingly entered into a trust deed dated 31 December 2008 (the "Original Trust").

(B) As at the date hereof no Eligible Employee holds a Participant Account, and accordingly there are no Participants in the Plan as at the time of signature of this Deed.

(C) The Trustee and the Plan Sponsor have now made various amendments to the Trust (reflected in this Deed) and wish to establish the contribution savings plan on the terms of this Deed and the Rules.

(D) The Trustee has declared that it holds $100 on the trusts of this Plan and on the additional terms specified in the Rules.

Now this Deed witnesses as follows:

1 Interpretation

1.1 In this Deed and in the Schedules unless the context otherwise requires:

"Administrator" means Global Growth Services Incorporated or such other person or institution as may be appointed by the Trustee with the consent of the Plan Sponsor in accordance with the provisions hereof from time to time as administrator of the Plan;

"Annual Bonus" means the amount received by a Participant by way of annual bonus at the discretion of his Employer

"Base Salary" means a Participant's gross salary from his Employer less any bonuses, and one time receipts;

"Beneficiary" means any individual, trustee, or other recipient named by a Participant to receive the proceeds of a Participant Account upon a Participant's death in accordance with the provisions of Rule 6.5 of the Rules (Death Benefits);

"Business Day" means any day other than a Saturday, Sunday or public holiday on which banks are open for business in each of the Cayman Islands and the State of Texas, United States, or any other place as the Trustee may determine;

"Cayman Islands" means the British Overseas Territory of the Cayman Islands;

"Company" means a subsidiary company incorporated with limited liability at the instigation of the Trustee and designated as a Company by the Trustee under the provisions of Rule 3.13 of the Rules (Investment of the Trust Fund);

"Contribution" means any one or more of the Participant's Salary Deferral Contribution, Participant's Bonus Deferral Contribution, Employer Matching Contribution or Employer Discretionary Contribution made by a Participant, the Plan Sponsor or an Employer under this Plan;

"Custodian" means UBS Financial, Inc. or such other person or institution as may be appointed by the Trustee with the consent of the Plan Sponsor in accordance with the provisions hereof from time to time as custodian of the Plan;

"Deed" means this declaration of trust and includes any supplemental deed;

"Dollars" and "US$" means the lawful currency of the United States for the time being.

"Duties and Charges" means, all stamp and other duties, taxes, governmental charges (including any charges relating to the acquisition, holding or disposal of foreign currency), brokerage, bank charges, transfer fees, registration fees and other Duties and Charges whether in connection with the constitution of the Trust Fund, the increase of the Trust Fund, or the purchase, sale or acquisition of Investments which may be or become payable in respect of the transaction or dealing in respect of which such Duties and Charges are or may be payable.

"Eligible Employee" means an employee of an Employer who has been approved as eligible to join the Plan by the Plan Sponsor in accordance with Rule 1.1 (Participation and Eligibility) of the Rules by reason of satisfying the requirements of Rule 1.1 of the Rules;

"Employer" means a subsidiary or affiliate of the Plan Sponsor admitted or approved to participate in the Plan in writing by the Plan Sponsor;

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"Employer
Matching
Contribution" means those Contributions determined to be paid by an Employer, in its sole discretion, for the benefit of a Participant who elects to make Participant's Salary Deferral Contribution. The Employer Matching Contribution is calculated as one hundred percent (100%) of the first five percent (5%) of a Participant's Salary Deferral Contribution or such other percentage as the Plan Sponsor may determine from time to time;

"Employer Discretionary Contribution" means any Contribution made by an Employer other than the Employer Matching Contribution (together with the Employer Matching Contribution referred to as "Employer Contributions");

"Enrollment Form" means the form of application to join the Plan as approved by the Plan Sponsor (as amended from time to time);

"Expenses" means all remuneration, costs, charges, expenses, interest and other liabilities which are permitted or required by applicable accounting standards to be charged to income;

"Forfeiture Account" means a sub-account of the Plan which is reserved for any sums forfeited by the Participant under the Rules and held for the Plan Sponsor absolutely, including, in the discretion of the Plan Sponsor, to fund any Employer Matching Contribution;

"Gross Negligence" means acts or omissions showing so marked a departure from the standard of care usually expected of a professional engaged in providing the service in question as to demonstrate reckless disregard for the consequences;

"Investment" means any share, stock, partnership interest, bond, debenture, debenture stock, warrant, convertible bond, loan stock, unit or sub-unit of a unit trust, share or stock option or futures contract, currency or interest rate swap, repurchase agreement, certificate of deposit, bill, note or security of any kind whatsoever issued by, or any loan (or participation therein) made to any person, body (whether or not incorporated), fund, trust, government or agency of any country, state or territory in the world, any participation in a mutual fund or similar scheme and whether fully paid, partly paid or nil paid or such other investment or derivative thereof as the Trustee may from time to time designate in writing;

"Market Value" means the net value of all assets in a Participant Account in accordance with Rule 4 (Market Value) of the Rules;

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"Original Trustee" means Citco Trustees (Cayman) Limited aforesaid;

"Participant" means an Eligible Employee of an Employer or the Plan Sponsor who elects to become a Participant in the Plan pursuant to Rule 1 of the Rules (Participation and Eligibility) and who holds a Participant Account;

"Participant Account" means the sub account in the name of a Participant comprising the accumulated balance of Contributions made by or on behalf of a Participant, and all investment gains, and interest and dividends thereon, less any applicable Duties and Charges, Expenses, Investment losses and withdrawals;

"Participant's
Bonus Deferral Contribution" means the amount a Participant has elected (if any) to contribute to the Plan in whole percentages between 1% and 50% of his Annual Bonus (together with the Participant's Salary Deferral Contribution referred to as "Participant Contributions");

"Participant's
Salary Deferral Contribution" means the amount a Participant has elected (if any) to contribute to the Plan in whole percentages between 1% and 50% of his Base Salary;

"Plan" means the trusts constituted by or pursuant to this Deed and the Rules;

"Plan Sponsor" means ENSCO International Incorporated aforesaid;

"Residency Declaration Form" means the form annexed hereto in Schedule B as amended from time to time by the Plan Sponsor;

"Rules" means the Rules annexed hereto in Schedule A and includes any supplements or amendments of them;

"Service Time" means the length of time in which a Participant has been employed by the Plan Sponsor or an affiliated company;

"Termination Date" means the date on which a Participant ceases to be employed by the Plan Sponsor or any affiliated companies;

"Trustee" means the Original Trustee or such other person or institution as may be appointed as trustee in accordance with the provisions of Clause 21 of this Deed for the time being of this Plan;

"Trust Fund" means an initial sum of US$100 held by the Trustee upon the trusts hereof together with all the cash and other property and assets for the time being held or deemed to be held by or on behalf of the Trustee upon the trusts of this Plan as in this Deed set forth;

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"Trust Period" means for the period beginning on the date of establishment of the Plan and ending on the date of termination of the Plan;

"United States"
and "U.S." means the United States of America, each state thereof, the District of Columbia and each territory and possession of the United States of America.

1.2 In this Deed:

(a) any reference to a Recital, Clause or Schedule is to the relevant recital, Clause or Schedule of or to this Deed and any reference to a sub-Clause or paragraph is to the relevant sub-Clause or paragraph of the Clause or Schedule in which it appears;

(b) the Clause headings are included for convenience only and shall not affect the interpretation of this Deed;

(c) the singular includes the plural and vice versa;

(d) any gender includes the other genders and the neuter;

(e) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the general sense of the words preceding those terms;

(f) references to any document or agreement or any law, statutory enactment, instrument, regulation or statutory instrument are to be construed as references to such law, statutory enactment, instrument, regulation or statutory instrument as in force for the time being and as amended, varied, supplemented, substituted or novated from time to time; and

(g) section 8 of the Electronic Transactions Law (2003 Revision) shall not apply.

1.3 The Recitals and Schedules form part of this Deed and shall have effect as if set out in full in the body of this Deed and any reference to this Deed includes the Recitals and Schedules.

1.4 Words importing persons shall include any firm, partnership, joint venture, body corporate or unincorporated, federation, state (or subdivision) or any government (or agency).

1.5 The words "written" or "in writing" shall include printing, engraving, lithography, facsimile or other means of reproducing words in a visible form or partly in one manner and partly another (and, for the avoidance of doubt, includes any transmission by email or other electronic means).

1.6 Unless otherwise stated, or the Trustee determines otherwise, all figures that include fractions shall be rounded to the nearest two decimal places.

2 Name and Constitution of Plan

The Plan shall be known as the Ensco Multinational Savings Plan or such other name as the Trustee and the Plan Sponsor may agree and jointly resolve in writing to adopt from time to time.

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3 Declaration of Trust

3.1 The Trustee shall stand possessed of the Trust Fund during the Trust Period on trust for the Participants on the terms and with and subject to the powers and provisions of this Deed and the Rules.

3.2 All monies forming part of the Trust Fund shall be held or invested in accordance with the provisions of this Deed and the Rules.

4 Deed to Bind and Benefit Participants

Each Participant and any person claiming through or under him shall have both the benefit and the burden of the terms and conditions of this Deed as if each Participant and those other persons had been a party to and had executed this Deed, and as if each Participant and those other persons had covenanted with the Trustee and the Plan Sponsor in this Deed to observe and be bound by all the provisions of this Deed and had thereby authorised the Trustee and/or the Plan Sponsor to do all acts and things that this Deed may or shall require the Trustee or the Plan Sponsor to do, or that the Trustee or the Plan Sponsor may do in accordance with the provisions of this Deed.

5 Limited Liability of Participants

Save as may be otherwise agreed in writing by any one or more Participants, no Participant shall otherwise be liable to pay or indemnify the Trustee, the Plan Sponsor or any other party or otherwise make a payment into the Trust Fund in any respect, including in respect of creditors of the Trustee.

6 Participant to be Treated as Absolute Owner Subject to the Plan

The Trustee shall recognise only the Participants as having any right, title or interest in the Plan. The Trustee shall recognise only the Participant recorded as the owner of the relevant Participant Account and need not recognise any equitable, contingent, future or partial interest in the relevant Participant Account except as required by law or by order of a court of competent jurisdiction (even with actual or constructive notice thereof and notwithstanding any enquiries that the Trustee may be required to make or shall have made concerning the beneficial ownership of a Participant Account).

7 Ownership

7.1 If a Participant changes his name or address, he shall forthwith notify the Plan Sponsor in writing and the Trustee shall, upon compliance by the Participant with any formalities specified by the Trustee, alter the details of the owner of that Participant Account accordingly.

7.2 A Participant shall forthwith notify the Plan Sponsor and the Trustee in writing if he becomes a resident in the Cayman Islands or the U.S., or if an individual becomes domiciled in the Cayman Islands or the U.S., or if he becomes the nominee or trustee for a person resident or domiciled in the Cayman Islands or the U.S.

7.3 The Trustee's records shall be conclusive evidence as to the matters recorded therein, including the ownership of a Participant Account.

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8 Trustee's Powers

The Trustee may deal with or dispose of (including to lend, sell, mortgage or charge and whether or not in favour of any affiliate of the Trustee) the Trust Fund or any part of it as if the Trustee were the beneficial owner of it. The administration of this Plan shall be vested in the Trustee, who will delegate such administrative duties as the Plan Sponsor may direct to the Administrator, to act in accordance with this Deed and the Rules.

9 Power of the Trustee to Delegate

9.1 Subject to the terms of this Deed, all or any of the rights, privileges, powers, duties, trusts and discretions vested in the Trustee by law or by virtue of this Deed may be delegated pursuant to written terms and conditions to any person, institution, firm or body corporate (including, without limitation, the Plan Sponsor) with the written approval of the Plan Sponsor.

9.2 Subject to the required approval of the Plan Sponsor, any such delegation may be upon such terms and conditions (including the power to sub-delegate), for such periods and at such remuneration and as the Trustee may determine from time to time.

9.3 Except as provided to the contrary by the approved written terms and conditions of the delegation, the Trustee shall not be bound to supervise the conduct of any delegate or sub-delegate, and shall not be liable for any loss to the Plan incurred by reason of any act or omission of any delegate or sub-delegate, save where such loss arises as a result of the Gross Negligence, wilful default or fraud of the Trustee. The Trustee shall be under no obligation to supervise the Plan Sponsor.

10 Fees and Commissions

The Trustee shall be entitled to pay such commission, finder's fees, management consultancy fees or similar payments as it determines proper and as may be agreed in writing in advance to persons who introduce potential Investments to the Plan.

11 Employment and Commissions

11.1 The Trustee may employ any person, institution, firm or body corporate as an agent on such terms and conditions but in all cases subject to the prior written approval of the Plan Sponsor and for such periods and at such remuneration as the Trustee shall think fit to transact any business regarding this Plan and the Trustee may delegate the exercise of any of its powers and duties under this Deed to any such person or persons that they may select and shall have the power to grant such indemnities and exculpations to such delegates as the Trustee in its absolute discretion shall think fit.

11.2 The Trustee may invest and hold, or allow to remain in the name of, any person as nominee or custodian for the Trustee any assets comprised in this Plan on whatever terms the Trustee thinks fit.

12 Payments Out of the Trust Fund

12.1 The Trustee may pay out of the Trust Fund, the following:

(a) all stamp and other duties payable from time to time on or in respect of this Deed;

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(b) all Expenses or Duties and Charges;

(c) all costs of the preparation of supplemental deeds for whatever purpose ;

(d) all costs, if any, paid in relation to the registration of Investments;

(e) any taxation arising in respect of any Investments; and

(f) all other fees, costs or expenses properly incurred, payable or accruable in connection with the management, administration and custody of the Trust Fund.

13 Expenses

13.1 The Trustee may pay or procure payment solely out of the Trust Fund all Expenses, whether incurred by the Trustee, the Plan Sponsor or otherwise relating to the establishment, operations, management and maintenance of the Plan including, without limitation, any (or all) of the following:

(a) all costs and expenses properly incurred by the Trustee in connection with the establishment or registration, or the existence, of the Plan;

(b) all reasonable legal, audit, accounting and taxation fees and all other professional and other charges in respect of services rendered to the Plan;

(c) all costs and expenses arising out of the relationship between the Trustee and the Participants (including, without limitation, circulars and notices to Participants) and third parties;

(d) all reasonable expenses properly incurred in and incidental to producing, printing and posting or otherwise dispatching the accounts for the Plan together with any report or document to be annexed thereto and any other communications by the Trustee or the Plan Sponsor to any Participant;

(e) all expenses incurred or in the preparation of supplemental deeds, agreements or other documents relating to the Plan or in relation to the safe custody of the documents of title to any Investments;

(f) all reasonable expenses of every nature of or incidental to deposits made by or on behalf of the Participants;

(g) any stamp and other duties, taxes, governmental charges, brokerage, transfer fees, registration fees and other charges payable in respect of the acquisition or realisation of any Investment;

(h) all taxes and corporate fees payable by the Trustee to any government or other authority or to any agency of any government or authority in any jurisdiction;

(i) promotional and advertising expenses (if any);

(j) the costs of post, telephone and fax and all other operating expenses;

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(k) all or any fees, costs or expenses which either of the Trustee or the Plan Sponsor is obliged to pay to any service provider (including, without limitation, any administrator, or custodian) appointed in connection with the operation, management or promotion of the Plan;

(l) liabilities, costs and expenses incurred in relation to the acquisition, holding and/or disposal of Investments;

(m) liabilities, costs and expenses incurred in relation to the general business and/or operation of the Plan;

(n) liabilities, costs and expenses incurred in or in connection with the liquidation of Trust Fund or otherwise in the termination of the Plan;

(o) any disbursements or out-of-pocket expenses properly incurred on behalf of the Plan by the Trustee in connection with its duties hereunder.

14 Trustee and Information

The Plan Sponsor and an Employer shall as soon as is reasonably practical do everything in his power and give all information in his possession that the Trustee may require in connection with the administration of this Plan.

15 Trustee Exculpation

15.1 Notwithstanding any other provision of this Deed, but without prejudice to sub-Clause 15.2 of this Clause, the Trustee (and any Company and any director or officer of any Company) shall not be liable for any loss, damage, claim, cost or expense which may happen to or be suffered by the Trust Fund or the Plan or any part thereof, or by the income thereof, at any time or from any cause whatsoever unless such loss or damage shall be caused by the Trustee's own Gross Negligence, wilful default or fraud (save, as otherwise provided herein). In particular, but without limitation, the Trustee (and any Company and any director or officer of any Company) shall not be liable or responsible:

(a) for anything it does or omits to do in reliance upon any notice, resolution, direction or other document, paper or title, or reasonably believed by the Trustee to be both genuine and properly passed, sealed, signed, delivered or otherwise executed (in the absence of its own Gross Negligence, wilful default or fraud);

(b) for, or for the verification of the authenticity of, any signature on, or any seal affixed to any endorsement on, any certificate or document affecting amounts in a Participant Account, and the Trustee shall not be liable for any forged or unauthorised signature on, or seal affixed to, such endorsement, form or other document, or for acting on, or giving effect to, any forged or unauthorised signature or seal (in the absence of its own Gross Negligence, wilful default or fraud);

(c) for acting upon any advice of, or information obtained from, any accountants, brokers, lawyers or other agents or advisers acting for either the Trustee or the Custodian, nor for acting on any Investment Direction (as that term is hereafter defined) nor for anything it does or omits to do when relying on that advice, Investment Direction or information(in the absence of its own wilful default or fraud);

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(d) for any misconduct, mistake, oversight, error of judgement or want of prudence of any accountant, broker, lawyer, or other agents or advisers of either the Trustee or the Custodian, (and any advice or information from any such agent or adviser may be given by letter, telegram, telephone, telex message, cable, facsimile transmission or e-mail) and that the Trustee shall not be liable for acting on any advice or information purported to be conveyed by a letter, telegram, telephone, telex message, cable, facsimile transmission or e-mail even if it contains an error, or is not authentic(in the absence of its own wilful default or fraud);

(e) to account to any Participant or any other person for making or suffering any payment in good faith to any fiscal authority of any jurisdiction for Duties and Charges or other taxes or charges or other assessments in any way arising out of or relating to any transaction of whatsoever nature pursuant to the provisions of this Deed (in the absence of its own wilful default or fraud);

(f) for the participation of any resident of any jurisdiction requiring registration of disclosure of such participation under applicable law (and, the Trustee may indemnify itself from the relevant Participant Account for any liability arising from the breach of any United States, or other securities, employee benefit or pension related laws concerning the Plan) (in the absence of its own fraud); or

(g) for any loss, claim or expense resulting from or caused by events or circumstances beyond the Trustee's (or its agents') reasonable control, including without limitation, delay or cessation of services hereunder or any damages resulting as a result of any work stoppage, act of terrorism, power or other mechanical failure, computer virus, natural disaster, governmental action, communications disruption or other impossibility of performance (in the absence of its own fraud).

15.2 Notwithstanding any other provision of this Deed, under no circumstances shall the Trustee or the Company have any liability:

(a) for any indirect, special or consequential loss or damage;

(b) for the investment selection, or management or for the purchase or sale of any Investment or alteration of any Participant, all of which are the responsibility solely of the Participant. The Participant shall, in relation to his Participant Account, have all the investment powers of a beneficial owner in respect of Investments and shall have sole power to make all decisions relating to any purchase, sale, exchange or retention of Investments (including determining the price) except as otherwise provided in this Deed and the Rules.

(c) for the performance of the Custodian, or for the purchase, selection or acceptance of any Investment, nor for the sale, exchange, or alteration of any Investment, none of which are the responsibility of the Trustee or the Company, and neither the Trustee nor the Company shall in any circumstances be responsible for any loss whatsoever arising from the exercise of any power exercised by the Custodian arising out of this Deed or agreement with the Trustee and/or the Company. Neither the Trustee nor the Company shall have a duty to inspect or review the portfolio of Investments or to give any directions or suggestions or warnings in relation to Investments, whether generally or in relation to particular assets or to intervene, in particular where no action is being taken by the Custodian in relation to assets which are falling in value. Nor shall the Trustee nor the Company have any duty to enquire at any point whether the Custodian is acting in bad faith, unless they have actual knowledge of circumstances which strongly indicate that the Custodian is actually acting in bad faith;

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(d) for any loss, damage, claim, cost or expense arising out of any acts or omissions of the Custodian, or act of any instructions or directions given by the Custodian or its delegates, or any failure of the Custodian or its delegates to require or request the Trustee or the Company to exercise any of its powers, duties or discretions;

(e) for any loss, damage, claim, cost or expense arising as a result of the Trustee's or the Company's reliance on and utilisation of information, records, reports and other data received from any other person; or

(f) for any loss, damage, claim, cost or expense arising in circumstances where the Trustee or the Company is required or authorised by the provisions of this Deed to act at the direction or upon the advice of or in consultation with the Custodian or the Participants, and the Trustee or the Company has so acted.

15.3 The Administrator, the Trustee and/or the Company, the Plan Sponsor, or the Custodian, without being liable for any consequent loss, shall comply with Investment Directions received by any one of them (as the case may be). The Administrator, the Trustee and/or the Company, the Plan Sponsor, or the Custodian may, however, in their absolute discretion refuse to execute any Investment Directions, or any aspect thereof, if either:

(i) the Administrator, the Trustee and/or the Company, the Plan Sponsor, or the Custodian (as the case may be) bona fide consider that such execution would or might be in contravention of any of the provisions of the Trust Deed or these Rules, or otherwise at the direction of the Plan Sponsor.

(ii) the Administrator, the Trustee and/or the Company, the Plan Sponsor, or the Custodian (as the case may be) bona fide consider that such execution would or might make the Administrator, the Trustee or Company, or the Plan Sponsor subject to criminal sanction or civil liability; or

(iii) the Investment Directions involve an investment or transaction which the Administrator the Trustee and/or the Company, the Plan Sponsor, or the Custodian (as the case may be) consider could have an adverse impact on the reputation of the Administrator the Trustee and/or the Company, the Plan Sponsor, or the Custodian (as the case may be) including, without limitation, where the underlying business activity invested in would or might be considered unlawful, immoral, unethical or otherwise highly controversial.

15.3 Notwithstanding any other provision in this Deed to the contrary, the Trustee shall not be liable for any loss or damage to the Plan caused by the acts or omissions of the Custodian, or of any of its delegates or sub-delegates.

15.4 The Trustee shall not be obliged to enter into any personal commitment which in its determination (and that determination shall be binding on the Participants) is not sufficiently secured by the indemnity out of the Trust Fund or the Trustee's right of recourse to the Trust Fund as conferred by the provisions of this Deed.

15.5 Wherever the Trustee and/or Company is directed to do or refrain from doing a particular thing or act, such direction shall be construed for all purposes as obligatory and the Trustee and/or Company shall be bound to comply with such direction without regard to the interests of the Participants (or any of them) or otherwise unless such resulting act or omission would be contrary to public policy or be in breach of any law or regulation or is reasonably likely to (in the reasonable opinion of the Trustee and/or Company (as the case may be)) materially adversely affect the Trustee and/or Company (as the case may be).

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16 Litigation

Save in respect of any action or suit brought against it by a Participant in respect of breach of trust or fiduciary duty, the Trustee shall not be under any obligation to appear in, prosecute or defend any action or suit in respect of the provisions of the Trust Deed and the Rules or in respect of the Trust Fund or any part thereof, which, in its opinion would or might involve them in expense or liability which in, their determination (such determination to be binding upon the Participants) is not sufficiently secured by the indemnity out of the Trust Fund given in this Deed, or by the Trustee's right of recourse to the Trust Fund at law.

17 Custody of Investments

The Trustee shall procure the deposit of all Investments and other property or assets acquired in relation to the Plan with the Custodian (or sub-custodian appointed by the Custodian) (or, in the discretion of the Trustee and upon approval by the Plan Sponsor another nominee) for safekeeping.

18 Auditor, Accounts and Audits

18.1 The Trustee shall appoint an auditor on such terms as the Trustee, with the consent of the Plan Sponsor, decides and shall use its reasonable efforts to ensure that there is at all times an auditor appointed.

18.2 Subject to the terms agreed with any person appointed as the auditor under this Clause, the Trustee may, with the consent of the Plan Sponsor, remove the auditor from office provided the Trustee appoints a replacement in accordance with sub-Clause 18.1.

18.3 The Trustee shall keep or cause to be kept proper books of account and records in which shall be entered all transactions for the account of this Plan.

18.4 The Trustee (or the Administrator on its behalf) shall make available quarterly statements of the Market Value of each Participant Account online at a secure website maintained by the Administrator for access by the Participant.

19 Remuneration of Trustee and Others

19.1 The Trustee shall be entitled to receive remuneration, payable by the Plan Sponsor, in such amounts as shall be agreed in writing from time to time between the Trustee and the Plan Sponsor and in the absence of agreement fees will be charged by the Trustee at its hourly rates from time to time in effect.

19.2 If the Trustee, the Plan Sponsor or any other service provider approved by the Plan Sponsor (or any parent, subsidiary or affiliate of the Trustee or the Plan Sponsor) acts as banker, broker or provides any administrative, professional or other service in respect of the Plan, then it shall, in that capacity, be entitled to receive and retain any fees or expenses agreed to be paid to it by the Plan in connection therewith.

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19.3 Any agent shall be entitled to receive such remuneration (if any) as may be agreed in writing from time to time with the Trustee together with all proper out of pocket expenses.

20 Termination of Plan

20.1 This Plan shall terminate on the first to occur of any of the following events:

(a) if it becomes illegal or, in the opinion of the Trustee or the Plan Sponsor impractical, uneconomic, inadvisable or contrary to the interests of the Participants either to continue this Plan, or to remove it to another jurisdiction;

(b) if the Plan Sponsor determines; or

(c) if there is no Custodian appointed for a period not less than thirty (30) days; or

(d) on the last day of the period commencing on the date of this Deed and expiring 149 years thereafter.

20.2 If this Plan is terminated pursuant to the terms of this Clause, the Plan Sponsor shall forthwith give notice of such termination to all Participants therein.

20.3 Subject to applicable law, the following shall take place on the termination of this Plan:

(a) the Trustee and/or Company or the Administrator on its behalf shall sell or realise such of the Investments comprised in the Plan as are sufficient (together with any cash on current or deposit account) to meet all costs, Expenses, Duties and Charges and demands of the Plan and such realisation, shall be carried out and completed in such manner and within such reasonable period after the termination of the Plan as the Trustee determines; and

(b) the Trustee or the Administrator on its behalf shall distribute to each Participant of the Plan shown as a Participant on the register on the date of such termination the vested balance of his Participant Account, such distribution to be made as soon as practicable following the date of such termination.

20.4 The Trustee or the Plan Sponsor may each retain, out of any money in its hands, full provision for all Duties and Charges, costs, charges, Expenses, claims and demands incurred, made or apprehended by the Trustee or the Plan Sponsor in connection with or arising out of the termination of the Plan. The Trustee shall continue to be entitled to its remuneration until the last payment is made to the Participants, notwithstanding the termination of the Plan.

21 Retirement, Removal and Appointment of new Trustee

21.1 The Trustee may retire and be discharged as trustee on giving not less than 60 days' prior written notice to the Plan Sponsor. Subject to sub-Clause 21.3, such retirement and discharge shall take effect only upon the appointment of a successor trustee as provided in this Clause.

21.2 If the Trustee has given written notice to the Plan Sponsor of its intention to retire, and if the Trustee or the Plan Sponsor has identified another corporation incorporated in the Cayman Islands willing to accept the office of Trustee, and which the Trustee determines is suitable in all other respects as a replacement for the Trustee, and, if identified by the Trustee has been agreed to by the Plan Sponsor, the serving Trustee and the Plan Sponsor shall, by deed, appoint such successor trustee as the Trustee.

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21.3 If the Trustee has given written notice to the Plan Sponsor of its intention to retire, or if the Trustee goes into liquidation (whether compulsory or voluntary, but excluding a voluntary liquidation for the purposes of reorganisation approved in advance by the Participants), and neither the Trustee nor the Plan Sponsor is able to identify a successor trustee which the Trustee determines is suitable in all other respects as a replacement for the Trustee within two calendar months of the date of the receipt of such notice or the commencement of such liquidation, the Plan Sponsor shall select another corporation incorporated in the Cayman Islands willing to accept the office of Trustee as its desired successor Trustee and shall inform the Trustee accordingly in writing. Promptly following such notification, the Trustee (unless the Trustee is in liquidation) and the Plan Sponsor shall, by deed, appoint the desired successor trustee as the Trustee.

21.4 The Plan Sponsor may at any time remove the Trustee and designate a successor trustee upon 60 days' written notice whereupon the Plan Sponsor shall, by deed, appoint the desired successor trustee as the Trustee.

21.5 Despite having retired or been removed, a former Trustee of this Plan shall have the benefit of all indemnities, powers, privileges and rights of recourse against the Plan conferred on the Trustee by this Deed that were available to the Trustee during its trusteeship in addition to the indemnities, powers, privileges and rights of recourse of a retired trustee at law. Consistent with, and subject to, the preceding sentence, a Trustee shall have power to enter into any indemnity in favour of any former trustee or any other person in respect of any fiscal imposition or other liability of any nature prospectively payable in respect of the Trust Fund or otherwise in connection with this Trust and to charge or deposit the whole or any part of the Trust Fund as security for any such indemnity in such manner in all respects as it shall in its absolute discretion think fit.

22 Discretion of Trustee

Except if and so far as herein otherwise expressly provided, the Trustee shall as regards to all the trusts, powers, authorities and discretions vested in the Trustee with regard to determinations hereunder (or in the event such trusts, powers, authority and discretions have been contracted to professional service providers by the Trustee or such professional service providers shall) have absolute discretion as to the exercise thereof whether in relation to the manner or as to the mode of and time for the exercise thereof.

23 Indemnification of the Trustee

23.1 Subject to sub-Clause 23.2, the Trustee shall be indemnified out of the Trust Fund against all or any actions, proceedings, liabilities, costs, claims, damages, Expenses (including all reasonable legal, professional and other similar expenses) or demands to which it may be put, incur or suffer as Trustee of the Plan.

23.2 Notwithstanding the provisions of sub-Clause 23.1, no indemnity shall be available to the Trustee in respect of any action, proceeding, liability, cost, claim, damage, expense or demand suffered by the Trustee found by the courts of the Cayman Islands to have resulted from the Gross Negligence, wilful default or fraud of the Trustee or its affiliates, and their directors, officers or employees.

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24 Amendment of Trust Deed

24.1 Subject to the terms of this Clause, the Trustee may, with the written consent of the Plan Sponsor, and with written notice to the Participants, by deed amend, modify, alter or add to the provisions of this Deed and the Rules in such manner and to such extent as the Trustee considers to be in the best interests of the Participants.

24.2 Unless the Trustee certifies in writing that:

(a) in its opinion, the amendment, modification, alteration or addition does not materially prejudice the interests of the then existing Participants and does not operate to release the Trustee from any responsibility to Participants; or

(b) in its opinion, such amendment, modification, alteration or addition is necessary or desirable in order to comply with fiscal, statutory or official requirements (whether or not having the force of law),

the amendment, modification, alteration or addition shall require the consent of the majority of Participants to approve the modification, alteration, or addition.

25 Notices

25.1 Any notice to be given under this Deed to a Participant may be given by sending the notice through the post in a letter addressed to him at his last known place of residence on the register. Any notice so sent shall be deemed to be served on the seventh Business Day following that on which it is posted.

25.2 Any notice under this Deed to be given to the Trustee shall be in writing and addressed to the Trustee at an office nominated by the Trustee (subject to the Trustee's discretion to make such other arrangements as it thinks fit). Any notice so sent shall be deemed served on the seventh Business Day following that on which it is posted.

25.3 Any notice to be given under this Deed to the Plan Sponsor may be given by sending the notice through the post in a letter addressed to him at the address notified to the Trustee from time to time provided that, if no such address has been notified, then to the registered office of the Plan Sponsor. Any notice so sent shall be deemed to be served on the seventh Business Day following that on which it is posted.

26 Other Trusts and Services

The Trustee may establish or act as trustee for other trusts separate and distinct from this Plan provided that the Trustee shall keep the operations of, and information related to, this Plan confidential to this Plan.

27 Confidentiality

27.1 Neither the Plan Sponsor nor the Trustee may, either before or after the termination of this Plan, disclose to any person any confidential information relating to the affairs of any Participant or of the Trustee or the Plan Sponsor except:

(a) under compulsion of law or by any governmental, quasi governmental or regulatory authority or to comply with any law, regulation, anti-money laundering regulations, tax investigations or other similar legislation of any country or territory having relevant jurisdiction;

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(b) to enable the Trustee or the Plan Sponsor to facilitate the operation of the Plan;

(c) to their respective professional advisors or to any service provider involved in the proper administration or operation of any Plan; or

(d) with the prior authorization of the person to whom the confidential information relates.

28 Claims only under Formal Plan Documentation

No person shall have any claim, right or interest under this Plan or any claim against the Trustee, the Plan Sponsor or an Employer except under the provisions of this Deed and the Rules.

29 Exercise of Corporate Powers

29.1 Any Trustee that is a corporation or the Plan Sponsor may exercise or concur in exercising any power, right or discretion hereby or by law conferred on that Trustee or the Plan Sponsor by resolution of that corporation or its board of directors or governing body or may delegate the right and power to exercise or concur in exercising that power, right or discretion to any one or more of its directors or officers or employees or to any other person or persons.

29.2 Except where the provisions of this Deed expressly require a deed, a copy of a resolution of the board or committee referred to in sub-Clause 29.1 that has been signed by the chairman of the meeting or a written resolution signed in a manner authorised by the directors of the Company shall be sufficient evidence of the exercise of the power, right or discretion involved.

30 Change in Plan Sponsor

30.1 If an order is made or an effective resolution is passed for the winding-up for the purposes of reconstruction or reconstitution of the Plan Sponsor or the Plan Sponsor is absorbed by or amalgamated with another company or body or if the undertaking of the Plan Sponsor (or the major part thereof) is assigned to or vested in any other company or body the Trustee shall upon direction of the Plan Sponsor or its successor in interest make such arrangements or enter into such agreements (not being arrangements or agreements incompatible with the manner in which the Trust Fund is invested) for the continuance of the Plan and for such reconstructed or amalgamated company or other body to take the place of and become the Plan Sponsor for all purposes of the Plan from a date agreed with the Trustee.

30.2 If it appears to the Plan Sponsor that the Trustee will be unable to make arrangements as aforesaid directed or if the Plan Sponsor gives notice in writing to the Trustee of termination of its liability to contribute to the Plan or of termination of its willingness to continue as Plan Sponsor in relation to the Plan, the Plan Sponsor may request one of the other Employers or another affiliated company to assume the obligations and duties of the Plan Sponsor and if such other Employer or affiliated company is willing to do so such Employer or affiliated company shall take the place of and become the Plan Sponsor for all purposes of the Plan from a date agreed with the retiring Plan Sponsor and the Trustee.

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31 Admission of other Employers

The Plan Sponsor shall have power to admit any Employer to participate in the Plan. The Plan Sponsor covenants with the Trustee that an admitted Employer shall comply with and observe the provisions of this Deed and the Rules insofar as such provisions are applicable to Employers other than the Plan Sponsor.

32 Severance

32.1 If any provision of this Deed or the Rules shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other terms of this Deed or the Rules which shall remain in full force and effect.

32.2 If any provision of this Deed is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

32.3 The Trustee and the Plan Sponsor may, in the circumstances referred to in sub-Clause 32.1 and, if sub-Clause 32.2 does not apply, substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

33 Law and Jurisdiction

This Deed shall be governed by, and construed in accordance with the laws of the Cayman Islands and the Cayman Islands shall be the forum for the administration of this Plan. The courts of the Cayman Islands shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this Deed and the parties hereby submit to the exclusive jurisdiction of the courts of the Cayman Islands.

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In witness whereof, the Original Trustee and the Plan Sponsor have executed this Deed the day and year first before written.

EXECUTED AS A DEED

for and on behalf of

Citgo Trustees (Cayman) Limited

/s/  Christina Belargent

/s/  Simone Leijon

In the presence of:

/s/  Cassandra Ebanks
Witness

EXECUTED AS A DEED

for and on behalf of

Ensco International Incorporated

/s/  Cary Moomjian

In the presence of:

/s/  Phil Islip
Witness

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Schedule A

The Rules

1              Participation and Eligibility

1.1    Eligibility

            (a) Every Employee who has been employed by an Employer for not less than 30 days continuously and wishes to participate in the Plan shall complete and return to the Plan Sponsor a Residency Declaration form and provide such other information as may be required by the Plan Sponsor and the Trustee.

            (b) The Plan Sponsor may, at its discretion, revocably approve an Employee as being a Participant, provided that no individual shall be approved if the individual:

   (i)     is a citizen, resident or is employed in the United States or the Cayman Islands;

   (ii)    is employed in his own country of tax residency;

   (iii)   is contributing or receiving contributions in respect to any other employer-
         sponsored savings plan.

            (c) An Eligible Employee may participate in the Plan on the first Business Day of the month following his notification by the Plan Sponsor that he has been approved as a Participant.

1.2    Participant Contributions and Employer Matching Contributios

            (a) Every Eligible Employee who wishes to become a Participant and make Participant Contributions, and who wishes to be entitled to receive Employer Matching Contributions, shall complete and return to the Plan Sponsor an Enrolment form and provide such other information as may be required by the Plan Sponsor.

            (b) The Plan Sponsor may, at its discretion, approve a Participant's entitlement to make Participant Contributions and receive Employer Matching Contributions.

            (c) Once notified by the Plan Sponsor of its approval under Rule 1.2(b), a Participant becomes entitled to make Participant Contributions and receive Employer Matching Contributions.

1.3    Effects of Misinformation

If any person makes a false statement as to any of the matters referred to in these Rules, the Trustee may, on discovering the fact, take such actions in respect of a Participant Account or monies due to that Participant or refrain from acting as the Trustee in its absolute discretion thinks fit, including causing all non-vested amounts in a Participant Account to be forfeited without further notice to the Participant and transferred to the Forfeiture Account.

2              Contributions

2.1    Participant Contributions

            (a) A Participant may elect to contribute the Participant's Salary Deferral Contribution to his Participant Account by notifying the Plan Sponsor in writing or by electronic means of his chosen percentage (if any). All such Contributions shall be deducted by his Employer or the Plan Sponsor from the Participant's monthly Base Salary (or, if the Participant does not receive his Base Salary monthly, at such frequency as shall be determined by his Employer or the Plan Sponsor) and paid by his Employer or the Plan Sponsor as soon as administratively practicable to the Trustee which shall, together with any other amounts received under this Rule 2, be deposited into the relevant Participant Account.

            (b) A Participant may elect to contribute the Participant's Bonus Deferral Contribution to his Participant Account by notifying the Plan Sponsor in writing of his chosen percentage (if any) prior to 31 January in the year in which the Annual Bonus becomes payable. A Participant's Bonus Deferral Contribution shall be deducted by his Employer or the Plan Sponsor from the Participant's Annual Bonus and paid by his Employer or the Plan Sponsor as soon as administratively practicable to the Trustee to be credited to the Participant Account.

2.2    Employer Contributions

            (a) Contemporaneously with each Participant's Salary Deferral Contribution, his Employer or the Plan Sponsor shall contribute to each Participant Account (in respect of each Participant employed by that Employer making Participant's Salary Deferral Contributions) the Employer Matching Contribution.

            (b) An Employer may pay such Employer Discretionary Contributions to each Participant Account (in respect of each Participant employed by that Employer) at its discretion, as to the amount and to the timing of the payment. All such Employer Discretionary Contributions shall be paid to the Trustee who shall deposit such amount into the relevant Participant Accounts.

2.3    Receipt and Application of Contributions

All Contributions shall be paid to a bank account nominated by the Trustee in cleared funds. All Contributions shall be credited to a money market or fixed income bank account until they can be invested in the manner set out in Rule 3 of these Rules.

2.4    Change in Participant's Salary Deferral Contributions

            (a) A Participant may elect to change his chosen percentage of the Participant's Salary Deferral Contributions at any time subject to the limitations contained in Rule 2.1. Any changes to the Participant's Salary Deferral Contributions must be made in writing to the Plan Sponsor and shall become effective as soon as administratively practicable following the Plan Sponsor receiving notice thereof.

2

            (b) A Participant may suspend, reduce, terminate or recommence his Participant's Salary Deferral Contributions at any time, which shall take effect as soon as administratively practicable following the Plan Sponsor receiving notice thereof.

2.5    Receipt of individual transfers

The Trustee may not accept into this Plan a transfer payment from an administrator of any other retirement plan or scheme to which a Participant formerly contributed.

2.6    Currency

All contributions and benefit amounts under this Plan shall be calculated and paid in U.S. dollars.

3                Investment of the Trust Fund

3.1 All Contributions received by the Trustee for or on behalf of a Participant, and Investments, income, profits, gains or losses arising from or attributable to those Contributions shall form part of the relevant Participant Account and shall be paid to or under the control of the Trustee and/or the Company to be held subject to the provisions of these Rules for the benefit of the relevant Participant.

3.2 The Trustee or, if applicable, the Custodian, shall apply the Contributions received by or on behalf of a Participant to the acquisition or purchase of one or more Investments, as selected by such Participant pursuant to Rule 3.5.

3.3 A Participant may, to the extent permitted by the Plan Sponsor, manage the Investments comprised in his Participant Account and neither the Trustee, the Custodian nor the Plan Sponsor shall be liable or in any manner be responsible for any losses made in such Participant Account arising as a consequence of such Participant's management of the investments.

3.4 Any Investment held by the Trustee or the Custodian may be realised in order to provide funds in cash which are properly required to pay any Expenses, Duties or Charges or fund withdrawals.

3.5 At any time, a Participant can make investment selections for investment of the assets in his Participant Account by way of giving written directions (including electronic or online directions through the secure website maintained by the Administrator) to the Administrator or the Plan Sponsor, on behalf of the Trustee and/or the Company ("Investment Directions"). Contributions can be directed into the selection of Investments in whole percentages in increments of at least 10%. If the Participant fails to give an Investment Direction, for whatever reason, the Administrator will direct the Custodian to invest all Contributions attributable to such Participant in a money market account and such Contributions will remain in that account until the Participant notifies the Plan Sponsor or the Administrator in writing of his Investment selection.

3.6 The Trustee and/or the Company may determine to engage the Custodian to invest the Trust Fund as directed by the Plan Sponsor and/or the Participants within the limits and for the period stipulated between the Plan Sponsor and the Custodian and the Trustee and/or the Company may, at the direction of the Plan Sponsor, settle the terms and conditions for the engagement of the Custodian including, if it thinks fit, terms and conditions as to remuneration and reimbursement of the Custodian's Expenses at the expense of the Plan Sponsor and provisions (which may include the giving of security or indemnities) to protect the Custodian from any loss.

3

3.7 If the appointment of the Custodian is terminated for any reason in relation to the Plan, the Plan Sponsor may direct the Trustee to appoint a successor Custodian for the Plan.

3.8 The Trustee shall not be bound to inquire into nor be in any manner responsible for any change in the legal status of the Custodian.

3.9 The Trustee shall incur no liability for any action taken pursuant to or for following the advice of the Custodian however communicated.

3.10 Notwithstanding any other provision of these Rules, the Trustee shall not be required to effect any acquisition, realisation, disposal, transfer or other transaction of whatsoever nature concerning the Plan if personal liability (being liability other than liability incurred by the Trustee solely by virtue of acting in its capacity as trustee) may be incurred by it pursuant to such acquisition, realisation, disposal, transfer or other transaction.

3.11 No person dealing with the Trustee and/or the Company shall be concerned to see or enquire as to whether the transaction is authorised by the Trustee and/or the Company or is contrary to any of the provisions of these Rules to the intent that any such person shall be entitled and bound to assume that the Trustee and/or the Company has full power and authority to deal with, or dispose of, the Trust Fund as if the Trustee and/or the Company was the beneficial owner of the Trust Fund.

3.12 The Trustee may exercise any power or discretion to enter into and carry into effect any transaction authorised under these Rules or by the general law notwithstanding that it may have some different or conflicting interest in the mode or result of exercising the power or the discretion or the transaction (whether a personal interest or an interest in the capacity of sole trustee or as one of the trustees of another trust) and is not accountable for any profit made or derived by it in such capacity as a result, but the Trustee may abstain from acting except as a merely formal party in any matter in which it may have a different or conflicting interest.

3.13 The Trustee shall with the consent of the Plan Sponsor incorporate or otherwise establish, or may accept as an addition to the Plan, a Company to hold the Trust Fund and to facilitate the operation of the Plan. The Trustee shall hold the entire issued share capital of such Company as part of the Plan. Where a Company holds the Trust Fund, rights duties and powers vested in or imposed on the Trustee in the Trust Deed and these Rules shall, where the context permits, be construed also as a right duty or power of the Company.

3.14 No Participant may invest more than fifty percent (50%) of his Participant Contributions or his Employer Contributions in shares in the Plan Sponsor, and no Participant may direct the sale of any assets in his Participant Account and reinvest in shares in the Plan Sponsor if such sale and reinvestment would directly result in the Participant Account holding more than fifty per cent (50%) by value of its assets in shares in the Plan Sponsor provided however that the value of the shares of the Plan Sponsor may exceed fifty percent (50%) of the total value of a Participant Account through appreciation or deprecation of assets in the Participant Account.

4

3.15 No Participant may pledge either in whole or in part or create any security interest in or over any assets in a Participant Account or to enter into any loan agreements in respect of any assets in a Participant Account.

3.16 All rights of voting conferred by an Investment shall be exercised by the Company or the Administrator on its behalf at the direction of the Plan Sponsor, such direction to be notified to the Administrator on behalf of the Company at least five (5) Business days before the vote is to be cast. The Company shall have no liability or responsibility in respect of any vote made, or failure to vote if the Plan Sponsor has not directed the Company or the Administrator on its behalf how to vote on any particular matter.

4              Market Value

4.1    Determination of Market Value

            (a) The Trustee (or the Administrator on the Trustee's behalf) shall cause to be determined the Market Value of each Participant Account and shall indentify the Market Value thereof as attributable to Participant's Salary Deferral Contributions, Participant's Bonus Deferral Contributions, Employer Matching Contributions and Employer Discretionary Contributions at least once per calendar month or at such time as the Plan Sponsor may otherwise direct.

            (b) Neither the Trustee nor the Plan Sponsor shall be liable to account to any Participant or otherwise for any payment made or suffered by the Trustee in good faith and in the absence of wilful default, fraud or Gross Negligence to any duly empowered fiscal authority of any jurisdiction for Duties and Charges or other taxes or charges or other assessments in any way arising out of or relating to any transaction of any nature under the provisions of this Plan notwithstanding that the payments ought not to be or need not have been made or suffered.

5              Vesting

5.1    Participants will become vested in Employer Contributions based on the following:

            (a) 33.33% of Employer Contributions shall be vested after the Participant's credit for one year of Service Time;

            (b) 66.667% of Employer Contributions shall be vested after the Participant's credit for two years of Service Time; and

            (c) 100% of Employer Contributions shall be vested after the Participant's credit for three years of Service Time.

5.2 Notwithstanding Rule 5.1 (a)-(c), Employer Contributions shall be one hundred percent (100%) vested:

            (a) on a Participant's sixty-fifth (65th) birthday if he shall be employed by the Plan Sponsor or an affiliated company at such time; or

            (b) on a Participant's death if he is employed by the Plan Sponsor or an affiliated company on the date of death; or

5

            (c) on the termination of the Plan in accordance with Clause 20 of the Trust Deed.

5.3 A Participant's Contributions shall be immediately fully vested and, subject to Rules 6.1, 6.8 and 6.11 be non-forfeitable.

5.4 If a Participant's employment terminates but the Participant is subsequently re-employed by an Employer, all Service Time before the Participant's prior Termination Date will be included for the purposes of determining vesting under Rule 5.1. If a Participant is re-employed by an Employer or affiliated company within 12 months of a Participant's prior Termination Date, the length of time between a Participant's Termination Date and the date of subsequent re-employment with an Employer or affiliated company shall also be included as relevant Service Time for the purposes of determining vesting under Rule 5.1.

6                Termination of Benefits

6.1    Distribution upon Termination of Employment with all Affiliated Companies

            (a) If a Participant's employment with an Employer and all affiliated companies of the Plan Sponsor is terminated (whether at an Employer's or Participant's instance) for any reason except for his death (of which Rule 6.5 shall apply), the Participant shall withdraw the entire vested balance of his Participant Account.

            (b) To effect the withdrawal, the Participant shall submit his withdrawal instructions to the Plan Sponsor, in writing (which shall comply with the provisions of Rule 6.3(b)), within six (6) months of his Termination Date, following which the Plan Sponsor shall direct the Trustee to pay or transfer the vested balance in such Participant Account in accordance with the Participant's withdrawal instructions. The Trustee shall make the payment to the Participant as soon as administratively practicable.

            (c) If the Trustee cannot, for any reason, effect the payment within six (6) months of the Participant's Termination Date, the Trustee, and/or the Company, (or the Administrator on its behalf) shall sell or realise all Investments in the relevant Participant Account and transfer the proceeds (and any interest or dividends accruing thereon) to a money market account to be on trust for the Participant pending receipt of withdrawal instructions from the Participant not later than six (6) years from the Participant's Termination Date. In default thereof if the Trustee remains unable to effect a payment to the Participant for any reason, such amount (and any interest and dividends accruing thereon) shall be forfeited and deposited into the Forfeiture Account.

            (d) The Participant will, subject to Rule 6.1(e) below, on the date his employment with an Employer terminates, cease to be entitled to make or receive Contributions.

            (e) A Participant who has been transferred from employment with an Employer to employment with an affiliated company of the Plan Sponsor may, at the Plan Sponsor's discretion, remain entitled to the Employer Discretionary Contribution.

            (f) In the event that the Plan Sponsor determines that a Participant is no longer eligible to participate in the Plan but is still employed by an Employer, the Participant may not make or receive any Contributions, nor make withdrawals to or from his Participant Account for any reason except as provided in Rule 6.4.

6

6.2 Prohibition of Assignment of Benefits

No Participant may in any way assign or charge his beneficial interest under the Plan.

6.3 Other Matters Regarding Withdrawals

            (a) No Participant has any right to withdraw amounts from his Participant Account other than as provided for under these Rules or subject to the consent of the Plan Sponsor.

            (b) Subject to Rule 6.5, all withdrawals of monies from a Participant's Account shall be paid to a bank account in the name of the Participant and remittances of redemption proceeds (net of the costs of the remittance) shall generally be by cheque or wire transfer in U.S. dollars (at the Trustee' discretion) as soon as administratively practicable. In the absence of directions to the contrary, remittances shall be by wire transfer sent to an account in the name of the Participant and otherwise at the direction of the Participant and subject thereto, by cheque to the last known address of the Participant appearing on the register. The Trustee shall not be liable for any loss resulting from the absence of directions.

            (c) Except as otherwise stated herein, the balance of a Participant Account for the purposes of all distributions or withdrawals under these Rules shall be the Market Value on the date the distribution or withdrawal from the Participant Account is made.

6.4 Hardship Withdrawal

A Participant may elect to withdraw all or part of the vested balance in his Participant Account in cases of financial hardship with the prior approval of the Plan Sponsor. All applications for hardship withdrawal must be made in writing to the Plan Sponsor setting out the basis of the hardship condition and the Plan Sponsor may ask for such information and any supporting documentation from the Participant as it sees fit to prove such hardship. Should the Plan Sponsor approve a case of hardship, a withdrawal will be effective as soon as administratively practicable and the value of the Participant Account shall be determined by the Market Value on the date such amount is withdrawn.

6.5 Death Benefits

            (a) A Participant shall indicate his choice of Beneficiary by notification of such choice in writing to the Plan Sponsor using the Beneficiary designation form approved by the Plan Sponsor. A Participant's choice of Beneficiary may be amended at any time by the Participant by notifying the Plan Sponsor in writing using the Beneficiary designation form approved by the Plan Sponsor. Any benefits paid will be paid to the Beneficiary on file and of record with the Plan Sponsor as of the date of the Participant's death or pursuant to Rule 6.5(b).

            (b) In the event of the death of a Participant leaving monies in his Participant Account, the vested balance of his Participant Account will be applied to provide a lump sum benefit which shall be held by the Trustee in trust with power to pay or apply it as soon as administratively possible, upon notification of the Participant's death, to, or for the benefit of, the Beneficiary and in default thereof to the Participant's surviving spouse, and, subject thereto, to the Participant's children (including adopted children), per stirpes, and, subject thereto, to the Participant's parents in equal shares or the survivor thereof, and, subject thereto, to the Participant's personal representative who is entitled to administer his estate under the laws of his documented residency and/or tax domicile.

7

6.6 Compulsory Distribution and Removal from the Plan

The Trustee may, on thirty (30) Business days' notice to the relevant Participant, compulsorily distribute, following the expiration of the notice period, all or any of the amounts held for and on behalf of such Participant. All distributions under this Rule shall be paid by the Trustee to the Participant in the manner set out at Rule 6.3(b). Such compulsory distribution may be effected if it comes to the notice of the Trustee or the Plan Sponsor, or if the Trustee or the Plan Sponsor has reason to believe, that any part of the Plan is owned directly or beneficially by:

            (a) any person in breach of any of the provisions of the Deed or these Rules, or any law, regulation or legally binding requirement of any country, governmental, judicial or fiscal authority; or

            (b) any person in circumstances which in the opinion of the Trustee or the Plan Sponsor might result in the Plan, the Trustee or the Plan Sponsor (or an affiliated company) incurring any liability for taxation or suffering any legal, pecuniary, regulatory or material administrative disadvantage which the Plan, the Trustee or the Plan Sponsor (or an affiliated company) might not otherwise have incurred or suffered.

6.7 Non-Vested Amounts

Employer Matching Contributions and Employer Discretionary Contributions which are not vested at the time a Participant's employment with the Plan Sponsor and all affiliated companies terminate, shall be forfeited and such amounts, as adjusted for earnings and losses, shall be deposited in the Forfeiture Account.

6.8 Evidence of Entitlement

The Trustee may, before paying or applying any proceeds, require any information from the person to whom or for whose benefit those proceeds may be payable or applied including the production of a certificate (or other appropriate evidence) of the birth or death of an individual or the identity of any person or any other material matter, provided always that the Plan Sponsor's determination as to the identity of the Participant's Beneficiary shall be final and binding on all parties.

6.9    Incapacity to Manage Affairs

            (a) If any person entitled to any redemption proceeds under this Plan is in the opinion of the Trustee incapable of managing his affairs or of giving a valid receipt, the Trustee may pay all or some of that entitlement to whatever person or body it thinks fit to be applied for his benefit. The Trustee shall not, however, be under any obligation to enquire into the capacity of any person and may presume a person has capacity until the Trustee has actual notice of incapacity.

            (b) The Trustee shall be under no obligation to see to the application of any redemption proceeds paid in accordance with this Rule and the receipt of the person or body to whom the redemption proceeds is paid shall be a complete discharge to the Trustee in respect of that payment.

8

6.10    Termination of Claims and Responsibility

            (a) No person shall have any claim on the Trustee or this Plan to the extent that he has received (directly or to his order) the proceeds due to him.

            (b) The Trustee shall not be in any way responsible for or bound to inquire into the use and application of any transfer payment from the Trust Funds which they make in relation to any person in accordance with the Rules.

6.11 Unclaimed Proceeds

Any amounts not claimed within six (6) years of a Participant's Termination Date shall cease to be claimable and shall be forfeited and such amounts shall be transferred to the Forfeiture Account.

9

EX-21 9 exhibit21-2008.htm EXHIBIT 21.1 Exhibit 21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

       The following list sets forth the name and jurisdiction of incorporation of each subsidiary of the Registrant and the percentage of voting securities owned by each entity's immediate parent as of December 31, 2008. Each subsidiary was included in our consolidated financial statements.

Percentage
of Voting
Securities
Owned by
Registrant Percentage
of Voting
Securities
Owned by
Immediate Parent

      ENSCO Drilling Company LLC (Delaware) 100 %

           ENSCO Drilling (Caribbean), Inc. (Cayman Islands) 100 %

                ENSCO Drilling Venezuela, Inc. (Cayman Islands) 100 %

     ENSCO Holding Company (Delaware) 100 %

           ENSCO Offshore Company (Delaware) 100 %

                ENSCO Drilling Mexico LLC (Delaware) 100 %

                ENSCO Services LLC (Delaware) 100 %

                ENSCO Deepwater LLC (Delaware) 100 %

     ENSCO Incorporated (Texas) 100 %

     ENSCO Oceanics Company (Delaware) 100 %

           ENSCO Asia Company (Texas) 100 %

                P. T. ENSCO Sarida Offshore (Indonesia) 95 %

           ENSCO Gerudi (M) Sdn. Bhd. (Malaysia) 49 %

     ENSCO Offshore International Company (Cayman Islands) 100 %

           ENSCO Limited (Cayman Islands) 100 %

           ENSCO Oceanics International Company (Cayman Islands) 100 %

                ENSCO Drilling Company (Nigeria) Ltd. (Nigeria) 99 %

                ENSCO Australia Pty. Limited (Australia) 100 %

                ENSCO Holland B.V. (The Netherlands) 100 %

                Petroleum Finance Corporation (Cayman Islands) 100 %

                ENSCO Maritime Limited (Bermuda) 100 %

                     ENSCO Arabia Limited (Saudi Arabia) 50 %

                ENSCO Asia Pacific Pte. Limited (Singapore) 100 %

                ENSCO Brazil Servicos de Petroleo Limitada (Brazil) 99 %

                ENSCO Labuan Limited (Malaysia) 100 %

           ENSCO Offshore U.K. Limited (United Kingdom) 100 %

                ENSCO Services Limited (United Kingdom) 100 %

           ENSCO Netherlands Ltd. (Cayman Islands) 100 %

           ENSCO U.K. Limited (United Kingdom) 100 %

           ENSCO (Barbados) Limited (Cayman Islands) 100 %

           ENSCO Offshore International Inc. (Marshall Islands) 100 %

           ENSCO de Venezuela, S.R.L. (Venezuela) 100 %

EX-23 10 exhibit23-2008.htm EXHIBIT 23.1 Exhibit 23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
ENSCO International Incorporated:

We consent to the incorporation by reference in the registration statements on Form S-8 (Nos. 333-58625, 333-10733, 33-40282, 333-97757, 333-125048 and 333-156530) and on Form S-3 (Nos. 333-37897 and 333-156705) of ENSCO International Incorporated of our reports dated February 26, 2009, with respect to the consolidated balance sheets of ENSCO International Incorporated as of December 31, 2008 and 2007, and the related consolidated statements of income and cash flows for each of the years in the three-year period ended December 31, 2008, and the effectiveness of internal control over financial reporting as of December 31, 2008, which reports appear in the December 31, 2008 annual report on Form 10-K of ENSCO International Incorporated.

Our report covering the December 31, 2008 consolidated financial statements refers to the adoption, effective January 1, 2008, of the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements, as it relates to financial assets and liabilities, and the adoption, effective January 1, 2007, of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes.

/s/ KPMG LLP

Dallas, Texas
February 26, 2009

EX-31 11 exhibit31-1yr2008.htm EXHIBIT 31.1 Exhibit 31.1

Exhibit 31.1

CERTIFICATION

I, Daniel W. Rabun, certify that:

1. I have reviewed this report on Form 10-K of ENSCO International Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 26, 2009

/s/  DANIEL W. RABUN

Daniel W. Rabun
Chairman, President and Chief Executive Officer

EX-31 12 exhibit31-2yr2008.htm EXHIBIT 31.2 Exhibit 31.2

Exhibit 31.2

CERTIFICATION

I, James W. Swent III, certify that:

1. I have reviewed this report on Form 10-K of ENSCO International Incorporated;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 26, 2009

/s/  JAMES W. SWENT III

James W. Swent III
Senior Vice President -
Chief Financial Officer

EX-32 13 exhibit32-1yr2008.htm EXHIBIT 32.1 Exhibit 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ENSCO International Incorporated (the "Company") on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Daniel W. Rabun, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

                (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

                (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  DANIEL W. RABUN

Daniel W. Rabun
Chairman, President and Chief Executive Officer
February 26, 2009

EX-32 14 exhibit32-2yr2008.htm EXHIBIT 32.2 Exhibit 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of ENSCO International Incorporated (the "Company") on Form 10-K for the period ending December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James W. Swent III, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

                (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

                (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  JAMES W. SWENT III

James W. Swent III
Senior Vice President -
Chief Financial Officer
February 26, 2009

-----END PRIVACY-ENHANCED MESSAGE-----


		Page
ARTICLE I	PURPOSE	2

ARTICLE II	DEFINITIONS AND CONSTRUCTION	3

2.1	Definitions	3
	(a) "Account"	3
	(b) "Administrator"	3
	(c) "Affiliate"	3
	(d) "Automatic Deferral"	3
	(e) "Basic Deferral"	3
	(f) "Beneficiary"	3
	(g) "Benefits"	4
	(h) "Board"	4
	(i) "Code"	4
	(j) "Committee"	4
	(k) "Company"	4
	(l) "Compensation"	4
	(m) "Deferred Compensation"	5
	(n) "Deferred Compensation Election"	5
	(o) "Deferred Compensation/Participation Agreement"	5
	(p) "Disability"	5
	(q) "Discretionary Deferral"	5
	(r) "Distribution Entitlement Date"	5
	(s) "Effective Date"	5
	(t) "Eligible Employee"	5
	(u) "Employee"	5
	(v) "Employer"	6
	(w) "Employer Discretionary Contributions"	6
	(x) "ERISA"	6
	(y) "401(k) Plan"	6
	(z) "Insolvent"	6
	(aa) "Matching Contributions"	6
	(bb) "Normal Retirement Age"	6
	(cc) "Original SERP"	6
	(dd) "Participant"	6
	(ee) "Period of Service"	6
	(ff) "Plan"	7
	(gg) "Plan Year"	7
	(hh) "Specified Employee"	7
	(ii) "Year of Service"	7

2.2	Construction	7


ARTICLE III	PARTICIPATION AND VESTING	8

3.1	Eligibility and Participation	8
3.2	Cessation of Participation	8

ARTICLE IV	CONTRIBUTIONS AND ACCOUNTING	8

4.1	Deferred Compensation	8
	(a) Automatic Deferral	9
	(b) Basic Deferrals	9
	(c) Discretionary Referrals	9
	(d) Limit on Deferrals	10
	(e) Failure to Elect	10
4.2	Matching Contributions	10
4.3	Employer Discretionary Contribution	10
4.4	Vesting	11
4.5	Accounting for Deferred Compensation and Other Benefits	12
4.6	Plan Benefits	12

ARTICLE V	DISTRIBUTION OF BENEFITS	13

5.1	Payment of Benefits	13
	(a) Distribution Entitlement Date for Participants Other than Specified Employees	13
	(b) Distribution Entitlement Date for Specified Employees	13
5.2	Timing of Certain Payments	13
	(a) An Unforeseeable Emergency of the Participant	14
	(b) Domestic Relations Orders	14
	(c) Conflicts of Interest Laws	14
	(d) Change in Circumstances	14
5.3	Form of Payment and Deferral of Timing of Payment	15
5.4	Designation of Beneficiary	15
5.5	Payment of Payroll Taxes and Income Tax Withholding	16

ARTICLE VI	PAYMENT LIMITATIONS	16

6.1	Payment Due an Incompetent	16
6.2	Spendthrift Clause	16

ARTICLE VII	FUNDING	17

7.1	Funding	17
7.2	Investments	17

ARTICLE VIII	ADMINISTRATION	19

8.1	Authority of the Administrator	19
8.2	Claims Procedure	19


8.3	Cost of Administration	19
8.4	Limitations on Plan Administration	19

ARTICLE IX	OTHER BENEFIT PLANS OF THE COMPANY	19

9.1	Other Plans	19

ARTICLE X	AMENDMENT AND TERMINATION OF THE PLAN	20

10.1	Amendment	20
10.2	Termination	20
10.3	Continuation	21

ARTICLE XI	MISCELLANEOUS	21

11.1	Rights Against Employer	21
11.2	Action Taken in Good Faith	21
11.3	Limitation of Liability/Rights of Indemnification	21
11.4	Severability	22
11.5	Construction	22
11.6	Governing Law	22


	(i) an officer of any Employer having annual compensation greater than $135,000 (as adjusted under section 416(i)(1) of the Code, e.g., to $140,000 for the 2006 Plan Year, $145,000 for the 2007 Plan Year, $150,000 for the 2008 Plan Year and $160,000 for the 2009 Plan Year);
	(ii) a more than five-percent owner of any Employer; or
	(iii) a more than one-percent owner of any Employer having annual compensation from all Employers of more than $150,000.

Years of Service	Vested Percentage
less than 2	0%
2 but less than 3	20%
3 but less than 4	40%
4 but less than 5	60%
5 but less than 6	80%
6 or more	100%

Years of Service	Vested Percentage
less than 1	0%
1 but less than 2	33-1/3%
2 but less than 3	66-2/3%
3 or more	100%


	Fund 1:	T. Rowe Price Balanced Fund;
	Fund 2:	T. Rowe Price Spectrum Growth Fund;
	Fund 3:	T. Rowe Price Spectrum Income Fund;
	Fund 4:	T. Rowe Price Stable Value Fund (formerly known as the T. Rowe Price Blended Stable Value Fund prior to May 1, 2000);
	Fund 5:	Company Stock Fund;
	Fund 6:	T. Rowe Price Equity Income Fund;
	Fund 7:	Vanguard Institutional Index Fund;
	Fund 8:	T. Rowe Price Blue Chip Growth Fund;
	Fund 9:	T. Rowe Price Mid-Cap Growth Fund;
	Fund 10:	Columbia Small Cap Value I Z Fund;
	Fund 11:	Vanguard Total Bond Market Index Signal Fund;
	Fund 12:	American Funds EuroPacific Growth R5 Fund;
	Fund 13:	T. Rowe Price Retirement Income Fund;

	Fund 14:	T. Rowe Price Retirement 2005 Fund;
	Fund 15:	T. Rowe Price Retirement 2010 Fund;
	Fund 16:	T. Rowe Price Retirement 2015 Fund;
	Fund 17:	T. Rowe Price Retirement 2020 Fund;
	Fund 18:	T. Rowe Price Retirement 2025 Fund;
	Fund 19:	T. Rowe Price Retirement 2030 Fund;
	Fund 20:	T. Rowe Price Retirement 2035 Fund;
	Fund 21:	T. Rowe Price Retirement 2040 Fund;
	Fund 22:	T. Rowe Price Retirement 2045 Fund;
	Fund 23:	T. Rowe Price Retirement 2050 Fund;
	Fund 24:	T. Rowe Price Retirement 2055 Fund; and
	Fund 25:	Perimeter Small Cap Growth Investor Fund.

(1)		ENSCO International Incorporated of 500 North Akard Street, Suite 4300, Dallas, Texas, 75201, United States of America, as Plan Sponsor; and

(2)		Citco Trustees (Cayman) Limited, a trust company incorporated under the laws of the Cayman Islands whose registered office is at Windward One, Regatta Office Park, George Town, Grand Cayman, Cayman Islands, as Original Trustee

(A)		The Original Trustee and the Plan Sponsor wish to establish a contribution savings plan to benefit certain non-US employees of the Plan Sponsor and its subsidiary companies, and had accordingly entered into a trust deed dated 31 December 2008 (the "Original Trust").
(B)		As at the date hereof no Eligible Employee holds a Participant Account, and accordingly there are no Participants in the Plan as at the time of signature of this Deed.
(C)		The Trustee and the Plan Sponsor have now made various amendments to the Trust (reflected in this Deed) and wish to establish the contribution savings plan on the terms of this Deed and the Rules.
(D)		The Trustee has declared that it holds $100 on the trusts of this Plan and on the additional terms specified in the Rules.


1.1		In this Deed and in the Schedules unless the context otherwise requires:


	"Administrator"	means Global Growth Services Incorporated or such other person or institution as may be appointed by the Trustee with the consent of the Plan Sponsor in accordance with the provisions hereof from time to time as administrator of the Plan;

	"Annual Bonus"	means the amount received by a Participant by way of annual bonus at the discretion of his Employer

	"Base Salary"	means a Participant's gross salary from his Employer less any bonuses, and one time receipts;

	"Beneficiary"	means any individual, trustee, or other recipient named by a Participant to receive the proceeds of a Participant Account upon a Participant's death in accordance with the provisions of Rule 6.5 of the Rules (Death Benefits);

	"Business Day"	means any day other than a Saturday, Sunday or public holiday on which banks are open for business in each of the Cayman Islands and the State of Texas, United States, or any other place as the Trustee may determine;


	"Cayman Islands"	means the British Overseas Territory of the Cayman Islands;

	"Company"	means a subsidiary company incorporated with limited liability at the instigation of the Trustee and designated as a Company by the Trustee under the provisions of Rule 3.13 of the Rules (Investment of the Trust Fund);

	"Contribution"	means any one or more of the Participant's Salary Deferral Contribution, Participant's Bonus Deferral Contribution, Employer Matching Contribution or Employer Discretionary Contribution made by a Participant, the Plan Sponsor or an Employer under this Plan;

	"Custodian"	means UBS Financial, Inc. or such other person or institution as may be appointed by the Trustee with the consent of the Plan Sponsor in accordance with the provisions hereof from time to time as custodian of the Plan;

	"Deed"	means this declaration of trust and includes any supplemental deed;

	"Dollars" and "US$"	means the lawful currency of the United States for the time being.

	"Duties and Charges"	means, all stamp and other duties, taxes, governmental charges (including any charges relating to the acquisition, holding or disposal of foreign currency), brokerage, bank charges, transfer fees, registration fees and other Duties and Charges whether in connection with the constitution of the Trust Fund, the increase of the Trust Fund, or the purchase, sale or acquisition of Investments which may be or become payable in respect of the transaction or dealing in respect of which such Duties and Charges are or may be payable.

	"Eligible Employee"	means an employee of an Employer who has been approved as eligible to join the Plan by the Plan Sponsor in accordance with Rule 1.1 (Participation and Eligibility) of the Rules by reason of satisfying the requirements of Rule 1.1 of the Rules;

	"Employer"	means a subsidiary or affiliate of the Plan Sponsor admitted or approved to participate in the Plan in writing by the Plan Sponsor;


	"Employer Matching Contribution"	means those Contributions determined to be paid by an Employer, in its sole discretion, for the benefit of a Participant who elects to make Participant's Salary Deferral Contribution. The Employer Matching Contribution is calculated as one hundred percent (100%) of the first five percent (5%) of a Participant's Salary Deferral Contribution or such other percentage as the Plan Sponsor may determine from time to time;

	"Employer Discretionary Contribution"	means any Contribution made by an Employer other than the Employer Matching Contribution (together with the Employer Matching Contribution referred to as "Employer Contributions");

	"Enrollment Form"	means the form of application to join the Plan as approved by the Plan Sponsor (as amended from time to time);

	"Expenses"	means all remuneration, costs, charges, expenses, interest and other liabilities which are permitted or required by applicable accounting standards to be charged to income;

	"Forfeiture Account"	means a sub-account of the Plan which is reserved for any sums forfeited by the Participant under the Rules and held for the Plan Sponsor absolutely, including, in the discretion of the Plan Sponsor, to fund any Employer Matching Contribution;

	"Gross Negligence"	means acts or omissions showing so marked a departure from the standard of care usually expected of a professional engaged in providing the service in question as to demonstrate reckless disregard for the consequences;

	"Investment"	means any share, stock, partnership interest, bond, debenture, debenture stock, warrant, convertible bond, loan stock, unit or sub-unit of a unit trust, share or stock option or futures contract, currency or interest rate swap, repurchase agreement, certificate of deposit, bill, note or security of any kind whatsoever issued by, or any loan (or participation therein) made to any person, body (whether or not incorporated), fund, trust, government or agency of any country, state or territory in the world, any participation in a mutual fund or similar scheme and whether fully paid, partly paid or nil paid or such other investment or derivative thereof as the Trustee may from time to time designate in writing;

	"Market Value"	means the net value of all assets in a Participant Account in accordance with Rule 4 (Market Value) of the Rules;


	"Original Trustee"	means Citco Trustees (Cayman) Limited aforesaid;

	"Participant"	means an Eligible Employee of an Employer or the Plan Sponsor who elects to become a Participant in the Plan pursuant to Rule 1 of the Rules (Participation and Eligibility) and who holds a Participant Account;

	"Participant Account"	means the sub account in the name of a Participant comprising the accumulated balance of Contributions made by or on behalf of a Participant, and all investment gains, and interest and dividends thereon, less any applicable Duties and Charges, Expenses, Investment losses and withdrawals;

	"Participant's Bonus Deferral Contribution"	means the amount a Participant has elected (if any) to contribute to the Plan in whole percentages between 1% and 50% of his Annual Bonus (together with the Participant's Salary Deferral Contribution referred to as "Participant Contributions");

	"Participant's Salary Deferral Contribution"	means the amount a Participant has elected (if any) to contribute to the Plan in whole percentages between 1% and 50% of his Base Salary;

	"Plan"	means the trusts constituted by or pursuant to this Deed and the Rules;

	"Plan Sponsor"	means ENSCO International Incorporated aforesaid;

	"Residency Declaration Form"	means the form annexed hereto in Schedule B as amended from time to time by the Plan Sponsor;

	"Rules"	means the Rules annexed hereto in Schedule A and includes any supplements or amendments of them;

	"Service Time"	means the length of time in which a Participant has been employed by the Plan Sponsor or an affiliated company;

	"Termination Date"	means the date on which a Participant ceases to be employed by the Plan Sponsor or any affiliated companies;

	"Trustee"	means the Original Trustee or such other person or institution as may be appointed as trustee in accordance with the provisions of Clause 21 of this Deed for the time being of this Plan;

	"Trust Fund"	means an initial sum of US$100 held by the Trustee upon the trusts hereof together with all the cash and other property and assets for the time being held or deemed to be held by or on behalf of the Trustee upon the trusts of this Plan as in this Deed set forth;


	"Trust Period"	means for the period beginning on the date of establishment of the Plan and ending on the date of termination of the Plan;

	"United States" and "U.S."	means the United States of America, each state thereof, the District of Columbia and each territory and possession of the United States of America.

	(a)	any reference to a Recital, Clause or Schedule is to the relevant recital, Clause or Schedule of or to this Deed and any reference to a sub-Clause or paragraph is to the relevant sub-Clause or paragraph of the Clause or Schedule in which it appears;

	(b)	the Clause headings are included for convenience only and shall not affect the interpretation of this Deed;

	(c)	the singular includes the plural and vice versa;

	(d)	any gender includes the other genders and the neuter;

	(e)	any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the general sense of the words preceding those terms;

	(f)	references to any document or agreement or any law, statutory enactment, instrument, regulation or statutory instrument are to be construed as references to such law, statutory enactment, instrument, regulation or statutory instrument as in force for the time being and as amended, varied, supplemented, substituted or novated from time to time; and

	(g)	section 8 of the Electronic Transactions Law (2003 Revision) shall not apply.


1.3	The Recitals and Schedules form part of this Deed and shall have effect as if set out in full in the body of this Deed and any reference to this Deed includes the Recitals and Schedules.

1.4	Words importing persons shall include any firm, partnership, joint venture, body corporate or unincorporated, federation, state (or subdivision) or any government (or agency).

1.5	The words "written" or "in writing" shall include printing, engraving, lithography, facsimile or other means of reproducing words in a visible form or partly in one manner and partly another (and, for the avoidance of doubt, includes any transmission by email or other electronic means).

1.6	Unless otherwise stated, or the Trustee determines otherwise, all figures that include fractions shall be rounded to the nearest two decimal places.

2	Name and Constitution of Plan

	The Plan shall be known as the Ensco Multinational Savings Plan or such other name as the Trustee and the Plan Sponsor may agree and jointly resolve in writing to adopt from time to time.

3	Declaration of Trust

3.1	The Trustee shall stand possessed of the Trust Fund during the Trust Period on trust for the Participants on the terms and with and subject to the powers and provisions of this Deed and the Rules.

3.2	All monies forming part of the Trust Fund shall be held or invested in accordance with the provisions of this Deed and the Rules.

4	Deed to Bind and Benefit Participants

	Each Participant and any person claiming through or under him shall have both the benefit and the burden of the terms and conditions of this Deed as if each Participant and those other persons had been a party to and had executed this Deed, and as if each Participant and those other persons had covenanted with the Trustee and the Plan Sponsor in this Deed to observe and be bound by all the provisions of this Deed and had thereby authorised the Trustee and/or the Plan Sponsor to do all acts and things that this Deed may or shall require the Trustee or the Plan Sponsor to do, or that the Trustee or the Plan Sponsor may do in accordance with the provisions of this Deed.

5	Limited Liability of Participants

	Save as may be otherwise agreed in writing by any one or more Participants, no Participant shall otherwise be liable to pay or indemnify the Trustee, the Plan Sponsor or any other party or otherwise make a payment into the Trust Fund in any respect, including in respect of creditors of the Trustee.

6	Participant to be Treated as Absolute Owner Subject to the Plan

	The Trustee shall recognise only the Participants as having any right, title or interest in the Plan. The Trustee shall recognise only the Participant recorded as the owner of the relevant Participant Account and need not recognise any equitable, contingent, future or partial interest in the relevant Participant Account except as required by law or by order of a court of competent jurisdiction (even with actual or constructive notice thereof and notwithstanding any enquiries that the Trustee may be required to make or shall have made concerning the beneficial ownership of a Participant Account).

7	Ownership

7.1	If a Participant changes his name or address, he shall forthwith notify the Plan Sponsor in writing and the Trustee shall, upon compliance by the Participant with any formalities specified by the Trustee, alter the details of the owner of that Participant Account accordingly.

7.2	A Participant shall forthwith notify the Plan Sponsor and the Trustee in writing if he becomes a resident in the Cayman Islands or the U.S., or if an individual becomes domiciled in the Cayman Islands or the U.S., or if he becomes the nominee or trustee for a person resident or domiciled in the Cayman Islands or the U.S.

7.3	The Trustee's records shall be conclusive evidence as to the matters recorded therein, including the ownership of a Participant Account.

8	Trustee's Powers

	The Trustee may deal with or dispose of (including to lend, sell, mortgage or charge and whether or not in favour of any affiliate of the Trustee) the Trust Fund or any part of it as if the Trustee were the beneficial owner of it. The administration of this Plan shall be vested in the Trustee, who will delegate such administrative duties as the Plan Sponsor may direct to the Administrator, to act in accordance with this Deed and the Rules.

9	Power of the Trustee to Delegate

9.1	Subject to the terms of this Deed, all or any of the rights, privileges, powers, duties, trusts and discretions vested in the Trustee by law or by virtue of this Deed may be delegated pursuant to written terms and conditions to any person, institution, firm or body corporate (including, without limitation, the Plan Sponsor) with the written approval of the Plan Sponsor.

9.2	Subject to the required approval of the Plan Sponsor, any such delegation may be upon such terms and conditions (including the power to sub-delegate), for such periods and at such remuneration and as the Trustee may determine from time to time.

9.3	Except as provided to the contrary by the approved written terms and conditions of the delegation, the Trustee shall not be bound to supervise the conduct of any delegate or sub-delegate, and shall not be liable for any loss to the Plan incurred by reason of any act or omission of any delegate or sub-delegate, save where such loss arises as a result of the Gross Negligence, wilful default or fraud of the Trustee. The Trustee shall be under no obligation to supervise the Plan Sponsor.

10	Fees and Commissions

	The Trustee shall be entitled to pay such commission, finder's fees, management consultancy fees or similar payments as it determines proper and as may be agreed in writing in advance to persons who introduce potential Investments to the Plan.

11	Employment and Commissions

11.1	The Trustee may employ any person, institution, firm or body corporate as an agent on such terms and conditions but in all cases subject to the prior written approval of the Plan Sponsor and for such periods and at such remuneration as the Trustee shall think fit to transact any business regarding this Plan and the Trustee may delegate the exercise of any of its powers and duties under this Deed to any such person or persons that they may select and shall have the power to grant such indemnities and exculpations to such delegates as the Trustee in its absolute discretion shall think fit.

11.2	The Trustee may invest and hold, or allow to remain in the name of, any person as nominee or custodian for the Trustee any assets comprised in this Plan on whatever terms the Trustee thinks fit.

12	Payments Out of the Trust Fund

12.1	The Trustee may pay out of the Trust Fund, the following:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-K

TABLE OF CONTENTS

THE SUCCESS OF OUR BUSINESS LARGELY DEPENDS ON THE LEVEL OF ACTIVITY IN THE OIL AND GAS INDUSTRY WHICH CAN BE SIGNIFICANTLY AFFECTED BY VOLATILE OIL AND NATURAL GAS PRICES.

THE OFFSHORE CONTRACT DRILLING INDUSTRY HISTORICALLY HAS BEEN CYCLICAL, WITH PERIODS OF LOW DEMAND AND EXCESS RIG AVAILABILITY THAT COULD RESULT IN ADVERSE EFFECTS ON OUR BUSINESS.

WE MAY SUFFER LOSSES IF OUR CUSTOMERS TERMINATE OR SEEK TO RENEGOTIATE OUR CONTRACTS, IF OPERATIONS ARE SUSPENDED OR INTERRUPTED OR IF A RIG BECOMES A TOTAL LOSS.

WE MAY INCUR ASSET IMPAIRMENTS AS A RESULT OF THE DETERIORATING GLOBAL ECONOMY AND THE POTENTIAL RESULTING DECLINE IN DEMAND FOR OFFSHORE DRILLING RIGS.

OUR BUSINESS MAY BE MATERIALLY ADVERSELY AFFECTED IF CERTAIN CUSTOMERS CEASE TO DO BUSINESS WITH US.

FAILURE TO RECRUIT AND RETAIN SKILLED PERSONNEL COULD IMPEDE OUR OPERATIONS AND FINANCIAL RESULTS.

OUR DRILLING CONTRACTS WITH NATIONAL OIL COMPANIES EXPOSE US TO GREATER RISKS THAN WE NORMALLY ASSUME.

OUR DRILLING RIG FLEET IS HEAVILY CONCENTRATED IN PREMIUM JACKUP RIGS, WHICH LEAVES US VULNERABLE TO RISKS RELATED TO LACK OF DIVERSIFICATION.

OUR INTERNATIONAL OPERATIONS INVOLVE ADDITIONAL RISKS NOT ASSOCIATED WITH DOMESTIC OPERATIONS.

WE HAVE SUBSTANTIAL RISK ASSOCIATED WITH ENSCO 69 OPERATIONS FOR A NATIONAL OIL COMPANY IN VENEZUELA.

CHANGES IN LAWS, EFFECTIVE INCOME TAX RATES OR ADVERSE OUTCOMES RESULTING FROM EXAMINATION OF OUR TAX RETURNS COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS.

WE HAVE INVESTED A PORTION OF OUR CASH IN AUCTION RATE SECURITIES AND WE MAY BE REQUIRED TO HOLD THEM INDEFINITELY DUE TO AN ILLIQUID MARKET.

THE POTENTIAL FOR GULF OF MEXICO HURRICANE RELATED WINDSTORM DAMAGE COULD CAUSE US TO ALTER OUR OPERATING PROCEDURES DURING HURRICANE SEASON, WHICH COULD ADVERSELY AFFECT OUR BUSINESS.

THE LOSS OF ENSCO 74 MAY EXPOSE US TO COSTS ASSOCIATED WITH REMOVAL OF WRECKAGE AND DEBRIS, LIABILITIES FOR PROPERTY LOSS OR DAMAGE, PERSONAL INJURY OR DEATH OR ENVIRONMENTAL LIABILITIES THAT MAY NOT BE FULLY RECOVERABLE UNDER OUR INSURANCE OR CONTRACTUAL INDEMNITIES.

OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS, AND WE ARE NOT FULLY INSURED AGAINST ALL OPERATING HAZARDS.

COMPLIANCE WITH OR BREACH OF ENVIRONMENTAL LAWS CAN BE COSTLY AND COULD LIMIT OUR OPERATIONS.

LAWS AND GOVERNMENTAL REGULATIONS MAY ADD TO COSTS, LIMIT OUR DRILLING ACTIVITY OR REDUCE DEMAND FOR OUR DRILLING SERVICES.

TERRORIST ATTACKS, PIRACY AND MILITARY ACTION COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

LEGAL PROCEEDINGS COULD AFFECT US ADVERSELY.

LIQUIDITY AND CAPITAL RESOURCES

MARKET RISK

NEW ACCOUNTING PRONOUNCEMENTS

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVERFINANCIAL REPORTING

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

8. FAIR VALUE MEASUREMENTS

10. INCOME TAXES

SIGNATURES

ENSCO2005SUPPLEMENTAL EXECUTIVE RETIREMENT PLANAs Amended and RestatedEffective January 1, 2005

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

ENSCO

2005

SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN

As Amended and Restated

Effective January 1, 2005

	(a)	all stamp and other duties payable from time to time on or in respect of this Deed;

	(b)	all Expenses or Duties and Charges;

	(c)	all costs of the preparation of supplemental deeds for whatever purpose ;

	(d)	all costs, if any, paid in relation to the registration of Investments;

	(e)	any taxation arising in respect of any Investments; and

	(f)	all other fees, costs or expenses properly incurred, payable or accruable in connection with the management, administration and custody of the Trust Fund.

13	Expenses

13.1	The Trustee may pay or procure payment solely out of the Trust Fund all Expenses, whether incurred by the Trustee, the Plan Sponsor or otherwise relating to the establishment, operations, management and maintenance of the Plan including, without limitation, any (or all) of the following:

	(a)	all costs and expenses properly incurred by the Trustee in connection with the establishment or registration, or the existence, of the Plan;

	(b)	all reasonable legal, audit, accounting and taxation fees and all other professional and other charges in respect of services rendered to the Plan;

	(c)	all costs and expenses arising out of the relationship between the Trustee and the Participants (including, without limitation, circulars and notices to Participants) and third parties;

	(d)	all reasonable expenses properly incurred in and incidental to producing, printing and posting or otherwise dispatching the accounts for the Plan together with any report or document to be annexed thereto and any other communications by the Trustee or the Plan Sponsor to any Participant;

	(e)	all expenses incurred or in the preparation of supplemental deeds, agreements or other documents relating to the Plan or in relation to the safe custody of the documents of title to any Investments;

	(f)	all reasonable expenses of every nature of or incidental to deposits made by or on behalf of the Participants;

	(g)	any stamp and other duties, taxes, governmental charges, brokerage, transfer fees, registration fees and other charges payable in respect of the acquisition or realisation of any Investment;

	(h)	all taxes and corporate fees payable by the Trustee to any government or other authority or to any agency of any government or authority in any jurisdiction;

	(i)	promotional and advertising expenses (if any);

	(j)	the costs of post, telephone and fax and all other operating expenses;


	(k)	all or any fees, costs or expenses which either of the Trustee or the Plan Sponsor is obliged to pay to any service provider (including, without limitation, any administrator, or custodian) appointed in connection with the operation, management or promotion of the Plan;

	(l)	liabilities, costs and expenses incurred in relation to the acquisition, holding and/or disposal of Investments;

	(m)	liabilities, costs and expenses incurred in relation to the general business and/or operation of the Plan;

	(n)	liabilities, costs and expenses incurred in or in connection with the liquidation of Trust Fund or otherwise in the termination of the Plan;

	(o)	any disbursements or out-of-pocket expenses properly incurred on behalf of the Plan by the Trustee in connection with its duties hereunder.


14	Trustee and Information

	The Plan Sponsor and an Employer shall as soon as is reasonably practical do everything in his power and give all information in his possession that the Trustee may require in connection with the administration of this Plan.

15	Trustee Exculpation

15.1	Notwithstanding any other provision of this Deed, but without prejudice to sub-Clause 15.2 of this Clause, the Trustee (and any Company and any director or officer of any Company) shall not be liable for any loss, damage, claim, cost or expense which may happen to or be suffered by the Trust Fund or the Plan or any part thereof, or by the income thereof, at any time or from any cause whatsoever unless such loss or damage shall be caused by the Trustee's own Gross Negligence, wilful default or fraud (save, as otherwise provided herein). In particular, but without limitation, the Trustee (and any Company and any director or officer of any Company) shall not be liable or responsible:

	(a)	for anything it does or omits to do in reliance upon any notice, resolution, direction or other document, paper or title, or reasonably believed by the Trustee to be both genuine and properly passed, sealed, signed, delivered or otherwise executed (in the absence of its own Gross Negligence, wilful default or fraud);

	(b)	for, or for the verification of the authenticity of, any signature on, or any seal affixed to any endorsement on, any certificate or document affecting amounts in a Participant Account, and the Trustee shall not be liable for any forged or unauthorised signature on, or seal affixed to, such endorsement, form or other document, or for acting on, or giving effect to, any forged or unauthorised signature or seal (in the absence of its own Gross Negligence, wilful default or fraud);

	(c)	for acting upon any advice of, or information obtained from, any accountants, brokers, lawyers or other agents or advisers acting for either the Trustee or the Custodian, nor for acting on any Investment Direction (as that term is hereafter defined) nor for anything it does or omits to do when relying on that advice, Investment Direction or information(in the absence of its own wilful default or fraud);


	(d)	for any misconduct, mistake, oversight, error of judgement or want of prudence of any accountant, broker, lawyer, or other agents or advisers of either the Trustee or the Custodian, (and any advice or information from any such agent or adviser may be given by letter, telegram, telephone, telex message, cable, facsimile transmission or e-mail) and that the Trustee shall not be liable for acting on any advice or information purported to be conveyed by a letter, telegram, telephone, telex message, cable, facsimile transmission or e-mail even if it contains an error, or is not authentic(in the absence of its own wilful default or fraud);

	(e)	to account to any Participant or any other person for making or suffering any payment in good faith to any fiscal authority of any jurisdiction for Duties and Charges or other taxes or charges or other assessments in any way arising out of or relating to any transaction of whatsoever nature pursuant to the provisions of this Deed (in the absence of its own wilful default or fraud);

	(f)	for the participation of any resident of any jurisdiction requiring registration of disclosure of such participation under applicable law (and, the Trustee may indemnify itself from the relevant Participant Account for any liability arising from the breach of any United States, or other securities, employee benefit or pension related laws concerning the Plan) (in the absence of its own fraud); or

	(g)	for any loss, claim or expense resulting from or caused by events or circumstances beyond the Trustee's (or its agents') reasonable control, including without limitation, delay or cessation of services hereunder or any damages resulting as a result of any work stoppage, act of terrorism, power or other mechanical failure, computer virus, natural disaster, governmental action, communications disruption or other impossibility of performance (in the absence of its own fraud).

	(a)	for any indirect, special or consequential loss or damage;

	(b)	for the investment selection, or management or for the purchase or sale of any Investment or alteration of any Participant, all of which are the responsibility solely of the Participant. The Participant shall, in relation to his Participant Account, have all the investment powers of a beneficial owner in respect of Investments and shall have sole power to make all decisions relating to any purchase, sale, exchange or retention of Investments (including determining the price) except as otherwise provided in this Deed and the Rules.

	(c)	for the performance of the Custodian, or for the purchase, selection or acceptance of any Investment, nor for the sale, exchange, or alteration of any Investment, none of which are the responsibility of the Trustee or the Company, and neither the Trustee nor the Company shall in any circumstances be responsible for any loss whatsoever arising from the exercise of any power exercised by the Custodian arising out of this Deed or agreement with the Trustee and/or the Company. Neither the Trustee nor the Company shall have a duty to inspect or review the portfolio of Investments or to give any directions or suggestions or warnings in relation to Investments, whether generally or in relation to particular assets or to intervene, in particular where no action is being taken by the Custodian in relation to assets which are falling in value. Nor shall the Trustee nor the Company have any duty to enquire at any point whether the Custodian is acting in bad faith, unless they have actual knowledge of circumstances which strongly indicate that the Custodian is actually acting in bad faith;


	(d)	for any loss, damage, claim, cost or expense arising out of any acts or omissions of the Custodian, or act of any instructions or directions given by the Custodian or its delegates, or any failure of the Custodian or its delegates to require or request the Trustee or the Company to exercise any of its powers, duties or discretions;

	(e)	for any loss, damage, claim, cost or expense arising as a result of the Trustee's or the Company's reliance on and utilisation of information, records, reports and other data received from any other person; or

	(f)	for any loss, damage, claim, cost or expense arising in circumstances where the Trustee or the Company is required or authorised by the provisions of this Deed to act at the direction or upon the advice of or in consultation with the Custodian or the Participants, and the Trustee or the Company has so acted.