GlobalSantaFe Severance Program For Shorebased Staff Personnel

Exhibit 10.11f

GlobalSantaFe Severance Program

For Shorebased Staff Personnel

SUMMARY PLAN DESCRIPTION AND PLAN DOCUMENT

(Effective January 1, 2007, through December 31, 2007)

Table of Contents

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GlobalSantaFe Severance Program

For Shorebased Staff Personnel

SUMMARY PLAN DESCRIPTION AND PLAN DOCUMENT

(Effective January 1, 2007, through December 31, 2007)

The GlobalSantaFe Severance Program for Shorebased Staff Personnel has been adopted effective for the period January 1, 2007, through December 31, 2007. The purposes of the Plan are:

This Plan is voluntarily offered by the Employers, and payments under this Plan are not required by any legal obligation other than the Plan itself.

This Plan supersedes, amends and restates all prior severance plans, practices and policies (other than individual contracts providing for severance benefits) in effect with any Employer, and such prior severance plans, practices and policies are discontinued and terminated with respect to all Employees eligible for a benefit under this Plan.

As used in this Plan, the following terms shall have the following meanings (and the singular includes the plural, unless the context clearly indicates otherwise):

Affiliate: The Company and any corporation that, together with GSF, is a member of a controlled group of corporations under Code Section 414(b), is a member of an affiliated service group under Code Section 414(m), or is under common control pursuant to Code Section 414(c).

Base Pay: The Employee’s base salary or pay, excluding Bonuses, overtime, commissions, cost-of-living adjustments, special pay related to foreign assignment, and other irregular or extra compensation, as of his or her Layoff Date. Base salary or pay will be appropriately converted to an annual or weekly amount, as applicable. Hourly base pay will be converted to a weekly amount by multiplying the Employee’s hourly rate by the Employee’s regularly scheduled hours per week, excluding overtime hours.

Bonus: A payment made under an established incentive compensation practice of an Employer providing regular and ongoing bonus opportunities. For this purpose, an annual bonus is a bonus payable with respect to a one-year period and not an annual payment made with respect to a longer period (such as a multi-year performance cycle). In the event that any annual bonus is paid in installments over 12 months or less, the payments will be deemed paid in a single aggregate amount on the date the last payment is received. The term “Bonus” will not include (i) payments constituting part of an Employee’s Base Pay, (ii) allowances, adjustments or bonuses that represent special area or living allowances, (iii) commissions, (iv) contingent or other irregular or extra compensation based upon contract completions or extended travel assignments, (v) extraordinary bonuses that are not part of a program of regular and ongoing bonus opportunities, (vi) employer contributions under a defined benefit or defined contribution plan and (vii) any other form of compensation that does not constitute part of an Employee’s Base Pay, such as restricted stock awards, stock options awarded under the Employer’s stock option plans as in effect from time to time, or any severance payments.

Notwithstanding the above, “Bonus” includes only that compensation that is considered “wages” under Code Section 3121(a)(1), without regard to any limitations on amounts as may be stated from time to time therein.

Cause: Unacceptable or inadequate performance as determined by the Employer, including but not limited to failure to perform the Employee’s job at a level or in a manner acceptable to the Employer, misconduct, dishonesty, acts detrimental or destructive to the Employer or any other Affiliate or to any employees or property of the Employer or any other Affiliate, or any violation of the policies of the Employer.

COBRA: The Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Code Section 4980B, which provides for continuation of group health plan coverage in certain circumstances.

COBRA Rate: The cost of continued coverage under COBRA, which as of January 1, 2005, is 102% of the full group rate (including the employee’s share and the Company’s share of the group coverage cost and a 2% administrative fee).

Code: The Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Company: GlobalSantaFe Corporate Services Inc., a Delaware corporation, and any successor to GlobalSantaFe Corporate Services Inc.

Effective Date: January 1, 2007.

Employee: An individual who, immediately prior to the Layoff Date, is (i) an active, regular (not temporary), full time shorebased employee of an Employer and (ii) on the Houston U.S. dollar payroll of an Employer. However, the definition of “Employee” shall not include (a) subject to Section 3(b)(v), any rig-based employee, (b) any employee covered by a collective bargaining agreement that does not provide for his or her coverage, and (c) any person, regardless of whether such person is treated as an employee for income tax purposes: (y) who has agreed in writing to be treated as other than an

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employee, or (z) in the case of persons subject to U.S. income tax, whose compensation is reported to the Internal Revenue Service on a form other than Form W-2 or whose compensation is reported on a Form W-2 solely by a person or entity other than an Employer. The determination of whether an Employee is on an Employer’s Houston U.S. dollar payroll will be made by the Plan Administrator in its sole discretion. For purposes of this definition, “full-time” means regularly scheduled employment for at least 30 hours per week. Except as otherwise required by law, an individual on any unpaid leave from an Employer, short-term or long-term disability of an Employer, or worker’s compensation will not be considered an active Employee until the individual’s return to active service of the Employer.

Employer: The Company or any Affiliate (as the context requires) that participates in the Plan pursuant to Section 11.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

GSF: GlobalSantaFe Corporation, a Cayman Islands corporation, and any successor to GlobalSantaFe Corporation.

Layoff Date: The date designated by the Employer as the day after the last day on which an Employee shall remain in active employment with the Employer due to involuntary layoff.

Participant: Any Employee eligible for a Severance Benefit.

Plan: The GlobalSantaFe Severance Program for Shorebased Staff Personnel as set forth in this document.

Plan Administrator: The person or persons appointed by the Company to serve as plan administrator, as further described in Section 17.

Service: The total sum, as of the Employee’s Layoff Date, of his or her current period and prior periods of active, regular (not temporary), full-time employment, whether or not shorebased and whether or not on a U.S. dollar payroll, with an Employer or any Affiliate, including for this purpose any period of disability that does not exceed 30 days. For purposes of this definition, “full-time” means regularly scheduled employment for at least 30 hours per week, and a “prior period of employment” means any period of employment with an Employer or any Affiliate that was not immediately succeeded by a period of non-employment from and Employer or Affiliate of greater duration.

Severance Benefit: A benefit described in Section 4 of this Plan.

Severance Period: The period of time, commencing on the Layoff Date, equal to the total number of years and/or weeks, as the case may be, of Base Pay that a Participant is entitled to receive a Severance Benefit under this Plan.

Waiver and Release: The legal document in which an Employee, in exchange for certain Severance Benefits under the Plan, releases each Employer and all other Affiliates, their

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agents, servants, employees, officers, directors, insurance carriers, employee benefit plans, and trustees, fiduciaries and agents of such plans, and any and all other persons, firms, organizations and corporations from liability and damages arising from or in connection with the Employee’s employment or the cessation of his or her employment or active employment by the Employer or any other Affiliate and agrees to certain restrictions on disclosure of confidential information, solicitation of employees and interference with the affairs of the Employer or any other Affiliate. With respect to Employees working in the United Kingdom, the term “Waiver and Release” shall refer to a compromise agreement in terms of Section 203 of the Employment Rights Act 1996 and associated legislation of the United Kingdom.

Waiver and Release Requirement: The requirement that an Employee in exchange for certain Severance Benefits under the Plan: (i) execute and return a Waiver and Release to the Plan Administrator by the date established by the Plan Administrator for such purpose, but in no event later than 60 days after the Employee’s Layoff Date, and (ii) not revoke the Waiver and Release within the seven days following its execution and return.

An Employee will receive a Severance Benefit under this Plan if (i) the Employee’s employment with his or her Employer is involuntarily terminated by the Employer other than for Cause, (ii) the Employee remains employed by his or her Employer in good standing and at a satisfactory level of performance through the date preceding the Layoff Date, (iii) to the extent required by Section 4, the Employee fulfills the Waiver and Release Requirement, and (iv) the Senior Vice President or subsidiary President in charge of the Employee’s department and GSF’s Senior Vice President, Human Resources, have each certified in writing that he or she has made a determination that the Employee is eligible to receive a Severance Benefit pursuant to the terms of this Plan. Each eligible Employee is hereby advised to consult an attorney before signing a Waiver and Release.

Notwithstanding the foregoing, NO Severance Benefit will be paid if:

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An Employee who meets the requirements to be eligible for a Severance Benefit as described in Section 3 will receive, as his or her Severance Benefit, the benefits described in (a) or (b) below (but not both), as appropriate:

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The Severance Benefit will be paid by continuing to pay the individual at current Base Pay for the duration of the Severance Period. The Severance Benefit will continue even if the individual’s employment is terminated following layoff and/or if the individual is also receiving retirement benefits. If an individual is recalled to employment with an Employer or Affiliate while receiving Severance Benefit payments, the Severance Benefits will be discontinued effective upon the date of his or her return to the regular payroll and the individual will not be entitled to any further Severance Benefit payments with respect to the Layoff Date that preceded his or her return to an Employer’s or Affiliate’s regular payroll.

Except as otherwise provided in Section 7, the Severance Benefit will be reduced by the amount of any statutory redundancy or other legally required benefit received by the Employee as a result or in respect of his or her layoff.

A Participant who satisfies all the requirements for any Severance Benefit under this Plan will, in addition to the Severance Benefit, be entitled to the following benefits, subject to the terms of the governing plans:

A Participant will be entitled to continue the medical and dental plan coverage in effect on the Participant’s Layoff Date if the Participant is eligible for and elects continuation of that coverage in accordance with COBRA. The Participant will be required to pay the active employee rate with respect to coverage during the Severance Period (or three months, if longer) and thereafter the full COBRA Rate with respect to the continued coverage. The eligibility of the Participant to continue coverage at both the active employee rate and the full COBRA Rate will not exceed the period required by COBRA. Benefits under this subsection 5(a) will be governed by and subject to (1) the terms and conditions of the plan documents providing the benefits, including the reservation of the right to amend or terminate such benefits under those plan documents at any time, and (2) the provisions of COBRA. The period of coverage provided under this Section will constitute continuation coverage required by COBRA. Notwithstanding the foregoing, in the event that a Participant obtains medical and/or dental coverage from a subsequent employer, the obligation of an Employer to provide the

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Participant with medical and/or dental benefits under this subsection 5(a) will terminate.

The Participant’s coverage under any life insurance benefit provided by an Employer, as in effect immediately preceding the Participant’s Layoff Date, will continue for the Severance Period (or three months, if longer), subject to the Participant’s payment of the employee portion of the premium, if any. Notwithstanding the foregoing, the obligation of an Employer to continue providing life insurance benefits under this subsection 5(b) will terminate upon the Participant obtaining life insurance coverage from a subsequent employer.

The Participant will be entitled to the benefits, if any, that the Participant is entitled to under an Employer’s savings and pension plans, pursuant to the terms in effect during the Severance Period.

The Participant’s coverage under any short-term and long term disability plans of any Employer will cease on the Layoff Date.

A Participant’s rights under any of Employer’s health care reimbursement plan and/or dependent care reimbursement plan will be governed by the provisions of those plans and, with respect to any such health care reimbursement plan, the provisions of COBRA.

A Participant’s participation in all other employee benefit plans and/or programs of any Employer will cease as of his or her Layoff Date, subject to the terms and conditions of the governing documents of those employee benefit plans and/or programs.

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Code, or any interest or penalties are incurred by the Participant with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Basic Excise Tax”), then the aggregate present value of all Payments to the Participant, whether payable pursuant to this Plan or otherwise, shall be reduced to an amount equal to one dollar less than three times the Participant’s base amount (“280G Limit”) and, to the extent necessary, Payments payable under this Plan and any Payments payable under any other plan, agreement, or arrangement between the Participant and any Employer or Affiliate shall be reduced in order to prevent the 280G Limit from being exceeded. The Plan Administrator, in its sole discretion, shall determine the order in which Payments are reduced in order to comply with the 280G Limit. In the event that any portion of a Payment requires reduction under this clause (i), the Participant will promptly repay the applicable Employer or Affiliate the amount that the Payment is to be reduced (the “Overpayment”) plus interest on the Overpayment at 120% of the applicable Federal rate provided for a demand loan under Section 7872(f) of the Code, and the Overpayment will be treated as a demand loan for all purposes. For purposes of this subsection (a), the terms “base amount” and “present value” shall have the meaning assigned under Section 280G of the Code;

Payments under this Plan will not be reduced because of any unemployment benefits an Employee may be eligible to receive under applicable unemployment laws of any federal, state or other sovereign entity that the Company or any Affiliate is not required to pay. Any required United States federal or state tax withholding, FICA (Social Security) taxes and any tax required to be withheld under the laws of the United Kingdom, if applicable, will be deducted from any benefit paid under the Plan.

If a Participant dies on or after his or her Layoff Date and after executing and returning the Waiver and Release (without having timely revoked it) but before receiving his or her full Severance Benefit, any remaining Severance Benefit will instead be paid (a) to the Participant’s beneficiary (or beneficiaries), if living, designated under the group life insurance plan of the Participant’s Employer, or (b) if no beneficiary is so designated or

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living, to the executor of the Participant’s estate, in a lump sum as soon as practicable after the date of death.

No benefit under this Plan will be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, voluntary or involuntary, by operation of law or otherwise, and any attempt to do so will be void. Also, no benefit under this Plan will be liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to it, except as required by law.

Each Affiliate of the Company will be considered an Employer, and will remain an Employer, under this Plan upon its employment of an Employee, provided that an Affiliate will not be an Employer if:

By its participation in the Plan, each Affiliate acknowledges the appointment and authority of the Plan Administrator by the Company and agrees to the Plan’s terms. By its participation in the Plan, an Affiliate also authorizes and designates the Company and

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the Plan Administrator as the Affiliate’s agents to act in all transactions affecting the continued operation of the Plan.

If benefits due under this Plan have not been provided within the applicable time frame specified for such benefits, a Participant, his or her beneficiary or an authorized representative (referred to as “Claimant”) must request those benefits in writing within 90 days of the Layoff Date or termination of benefit payment from the Plan Administrator. Claims will be evaluated and approved or denied by the Plan Administrator in accordance with the terms of the Plan.

This Section 12 describes procedures that must be followed by the Plan in denying a claim, or by the Claimant in appealing the denial of a claim.

For all claims and appeals, the time frame during which a benefit determination must be made begins when the claim or appeal is filed as required by the Plan, even if all of the information necessary to make a benefit determination is not a part of the filing. If the deadline for a decision on a claim or appeal is extended because the Claimant did not provide all of the information necessary to decide the claim, the deadline for making the benefit determination will be extended by the length of time that passes between the extension notice and the date on which the requested additional information is provided to the Plan Administrator.

A Claimant may not sue for any Plan benefits until he or she has gone through all of the appeal procedures provided in this Section 12.

If a claim for benefits is denied, the Claimant will be given written or electronic notice of the denial within a reasonable period of time after the claim is received. This will not be later than 90 days after the claim was received unless special circumstances require an extension of time for processing. If there is an extension, the Claimant will be given written notice of the extension, the reason for the extension within the initial 90-day period after the claim was received, and the date by which the decision is expected to be made. The extension will not extend beyond 180 days after the original claim was received by the Plan Administrator.

Any notice that a claim for benefits has been denied will include:

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If the claim is denied, the Claimant can request reconsideration of this claim denial by the Plan Administrator. The request must be made in writing within 60 days after the date the Claimant receives the claim denial. In connection with the appeal, the Claimant may provide the Plan Administrator written comments, documents, records and other information relating to the claim for benefits. The Claimant also will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. This includes any such item that:

The Plan Administrator will reconsider any denied claim for which it receives an appeal as set forth in subsection 12(c). The Plan Administrator’s review will take into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, even if this information was not submitted or considered in the initial benefit determination.

The Plan Administrator must make its decision on the appeal within a reasonable period after receiving the appeal, but not later than 60 days after the appeal was received (plus up to an additional 60 days if special circumstances require an extension of the deadline for making a decision on appeal). The Claimant will be notified in writing, within 60 days after the date that the appeal was received by the Plan Administrator, if any extension is necessary. That notice will state why the extension is required and the date by which the Plan Administrator expects to make the decision on the appeal.

The decision on the appeal will be provided to the Claimant in writing or electronically. If the claim is denied on appeal, the decision will include:

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Subject to a Claimant’s right to file a lawsuit under ERISA, the decision on appeal will be final and binding on the Claimant, the Plan Administrator and all other interested parties.

As a participant in the Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan Participants shall be entitled to:

Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as work sites and union halls, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in

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the interest of you and other Plan Participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court after you have exhausted all of the appeal procedures provided for in Section 12 of the Plan. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

Assistance with Your Questions

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

In the event of any inconsistency between this Plan document and any other communication regarding this Plan, this Plan document controls.

This Plan is an employee welfare benefit plan under ERISA. This Plan and the Waiver and Release will be interpreted under ERISA and the laws of the state of Texas to the extent that state law is applicable. Any controversy or dispute arising under or as a result of this Plan will be subject to the exclusive jurisdiction of the United States and will be

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brought in Houston, Harris County, Texas. As a condition to participating in and receiving any Severance Benefits under this Plan, a Participant agrees to waive all of the Participant’s rights to pleas regarding subject matter jurisdiction, personal jurisdiction, or venue with respect to any matter(s) or dispute(s) arising out of or connected with this Plan.

Notwithstanding anything in this Plan to the contrary, if any Plan provision would either (i) fail to meet the requirements of a separation pay arrangement not providing for the deferral of compensation as described in Code Section 409A or applicable Treasury Department guidance (an “Exempt Arrangement”) or (ii) result in the imposition of an applicable tax under Code Section 409A, that Plan provision will be reformed to avoid imposition of the applicable tax and no action taken to comply with Code Section 409A shall be deemed to adversely affect the Participant’s rights to a Severance Benefit. Notwithstanding anything in this Plan to the contrary, an Employee’s Severance Benefit shall not exceed two times the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year preceding the Employee’s Layoff Date or such other limitation that would satisfy the requirements for an Exempt Arrangement.

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IN WITNESS WHEREOF, GlobalSantaFe Corporate Services Inc. has caused these presents to be executed by a duly authorized officer in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, this 16th day of January 2007, but effective as of the date set forth above.

GLOBALSANTAFE CORPORATE SERVICES INC.
By:
		Walter A. Baker
		Vice President

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