SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

     This Separation Agreement and Release (“Agreement”) is entered into on May 13, 2008 between Noble Corporation, a Delaware Corporation, (“Noble”), and Robert D. Campbell (“Campbell”) (Noble and Campbell are collectively referred to herein as the “Parties,” and individually as a “Party”). The “Effective Date” of this Agreement shall be on the eighth (8^th) day after this Agreement has been signed by Campbell.

RECITALS

     WHEREAS, Campbell is employed by Noble as Senior Vice President and General Counsel;

     WHEREAS, because of his employment as an executive of Noble, Campbell has obtained intimate and unique knowledge of all aspects of Noble’s business operations, current and future plans, financial plans and other confidential and proprietary information;

     WHEREAS, Campbell and Noble mutually desire to terminate their employment relationship and all other officer, director and employee positions held by Campbell in Noble and in any of its subsidiaries or affiliates effective as of May 13, 2008;

     NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties do hereby agree as follows:

     1. Employment Termination. Campbell’s employment and all positions held by Campbell with Noble are terminated effective May 13, 2008 (“Separation Date”). On the Separation Date, Campbell shall resign his position as Senior Vice President and General Counsel of Noble, and retire from Noble and resign from all other director, officer, and employee positions with Noble and any of Noble’s subsidiaries or affiliates. On the Separation Date, Campbell shall execute and deliver to Noble a resignation letter in the form attached hereto as Exhibit A. After the Separation Date, Campbell shall, as Noble may reasonably request, provide any other documents to Noble to effect such resignations. This Agreement cancels and supersedes all prior agreements, oral or written, relating to Campbell’s employment with Noble, including but not limited to the Amended and Restated Employment Agreement, except as otherwise provided in this Agreement.

     2. Certain Payments and Benefits.

          (a) Accrued Obligations. Within seven (7) days following the Separation Date, Noble shall pay Campbell an amount of cash for all salary earned but unpaid through the Separation Date, minus appropriate payroll taxes and withholdings, and an amount of cash equal to all accrued but unused vacation as of the Separation Date, minus appropriate payroll taxes and withholdings (“Accrued Obligations”). Except as otherwise provided in this Agreement or as required by law, all other compensation, bonus, commission, severance, equity, expense reimbursements, vacation and benefits which relate to Campbell’s employment with Noble, including any benefits set forth in any plan, policy or program, shall cease as of the Separation Date.

          (b) Separation Payments. Subject to Campbell’s consent to and fulfillment of his obligations under this Agreement, and provided that Campbell does not revoke this Agreement pursuant to Paragraph 15, Noble shall pay Campbell Three Hundred Thousand U.S. dollars (USD $300,000), minus normal payroll withholdings and taxes. This amount is referred to as the “Separation Payment”). Noble shall pay the Separation Payments to Campbell in a lump sum payment within 20 days after the Effective Date of this Agreement. The Separation Payment shall not be treated as compensation for purposes of Noble’s 401(k) Plan, 401(k) Restoration Plan, The Noble Drilling Corporation Salaried Employees’ Retirement Plan or any other retirement plan.

          (c) Equity Awards. All equity awards previously granted under Noble’s 1991 Stock Option and Restricted Stock Plan, as amended (the “Plan”) to Campbell and outstanding as of the Separation Date, including without limitation, any grants of non-qualified stock options, time-vested restricted stock and performance-vested restricted stock, shall continue to be governed by the terms and conditions of the applicable award agreements, including, without limitation, any provisions providing for forfeiture of such awards upon Campbell’s termination of employment with Noble.

          (d) Waiver of Additional Compensation or Benefits. Other than the compensation payment expressly provided for in this Agreement, Campbell shall not be entitled to any additional compensation, bonus, stock options, commissions, benefits, severance payments or grants under any benefit plan, severance plan or bonus or incentive program established by Noble or any of Noble’s affiliates. Campbell acknowledges that any vested interest held by Campbell in Noble’s 401(k) Plan, retirement plan and any other plans in which Campbell participates, including the 401(k) matching payments for contributions made up to and including the Separation Date, shall be distributed in accordance with the terms of the plan and applicable law. The release in Paragraph 4 otherwise shall be deemed to cover any and all claims Campbell may be entitled to regarding his compensation, bonuses, stock options or grants and any other benefits he may or may not have received during his employment with Noble.

     3. Public Filings and Press Release. In connection with the termination of Campbell’s employment with Noble, Campbell consents to Noble’s issuance of internal and external communications and public filings regarding his separation from his employment with Noble.

     4. General Release and Waiver. Campbell, on his own behalf and on behalf of his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges Noble and all of its affiliates, and each of their respective past and present officers, directors, shareholders, equity holders, members, partners, agents, employees, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other kind of damages,

which any of the Releasing Parties ever have had in the past or presently have against the Released Parties, and each of them, arising from or relating to Campbell’s employment with Noble or its affiliates or the termination of that employment or any circumstances related thereto, or any other matter, cause or thing whatsoever, including without limitation all claims arising under or relating to employment, employment contracts, employee benefits or purported employment discrimination or violations of civil rights of whatever kind or nature, including without limitation all claims arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Sarbanes-Oxley Act, the Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other applicable federal, state or local employment discrimination statute, law or ordinance, including, without limitation, any workers’ compensation or disability claims under any such laws, claims for wrongful discharge, breach of express or implied contract or implied covenant of good faith and fair dealing, and any other claims arising under state or federal law, as well as any expenses, costs or attorneys’ fees. Campbell further agrees that Campbell will not file or permit to be filed on Campbell’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Agreement, this release is not intended to interfere with Campbell’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claim he believes he may have against Noble or its affiliates. However, by executing this Agreement, Campbell hereby waives the right to recover in any proceeding Campbell may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on Campbell’s behalf. This release shall not apply to any of Noble’s obligations under this Agreement, or any vested 401(k), or vested continuing benefits to which Campbell is entitled under this Agreement, COBRA continuation coverage benefits, indemnification to which Campbell may be entitled, or any other similar benefits required to be provided by statute. Campbell acknowledges that certain of the payments and benefits provided for in Paragraph 2 of this Agreement constitute good and valuable consideration for the release contained in this Paragraph 4.

     5. Return of Noble Property. Within five (5) days of the Separation Date, Campbell shall, to the extent not previously returned or delivered: (a) return all equipment, records, files, programs or other materials and property in his possession which belongs to Noble or any one or more of its affiliates, including, without limitation, all, computer access codes, Blackberries, mobile telephones, credit cards, keys and access cards; and (b) deliver all original and copies of notes, materials, records, plans, technical data or other documents, files or programs (whether stored in paper form, computer form, digital form, electronically or otherwise) that relate or refer to (1) Noble or any one or more of its affiliates, or (2) Noble or any one or more of Noble’s affiliates’ financial statements, business contacts, and sales including but not limited to business plans, monthly financial reviews, budget materials, acquisition materials, and Noble offering memorandums. Campbell represents and warrants that he has not retained and has or shall timely return and deliver all the items described or referenced in subparagraphs (a) or (b) above; and, that should he later discover additional items described or referenced in subparagraphs (a) or (b) above, he shall promptly notify Noble and return/deliver such items to Noble.

     6. Covenants. To protect Noble’s Confidential Information and in consideration of the compensation and benefits provided herein, Campbell agrees that it is necessary to enter into the following restrictive covenants:

          (a) Non-Solicitation. For a period of one (1) year following the Separation Date, Campbell shall not, without the prior written consent of the Chief Executive Officer of Noble, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through other persons: solicit, induce, hire or attempt to hire, solicit or induce, on behalf of himself or any other person or entity, any executive, officer, or employee of Noble who was employed by Noble at the time of such solicitation to terminate his/her employment with Noble and/or accept employment or any other relationship elsewhere; and

          (b) Non-Disclosure. Campbell shall keep secret and shall not use or disclose to anyone, including, without limitation, any person, firm, corporation, or other entity, or publish, or use for any purpose, any Confidential Information. Campbell acknowledges that during his employment, Noble provided him with information that is considered Confidential Information, as defined below. Campbell shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of, the Confidential Information and agrees to immediately notify Noble in the event of any unauthorized use or disclosure of the Confidential Information. “Confidential Information” includes, without limitation, all processes, policies, procedures, mechanisms, and software developed by Noble and all materials relating thereto, as well as all scientific study or research, drawings, data, concepts, inventions, technology, plans, formulas, studies, reports, blueprints, specifications, designs, parameters, and other technical knowledge, all sales leads and marketing plans, strategies and tactics, financial plans and information, investment plans and information, employee lists and information, and all lists, contact information and identities, and other business affairs of Noble learned by Campbell at any time during his employment. The Parties acknowledge that this Paragraph 6 is material to this Agreement. Information Campbell knew before working for Noble or that is generally available or known to the general public or obtained from sources other than Noble or anyone affiliated with Noble is not confidential and this Agreement shall not prevent Campbell from discussing such public information with any person or entity who is already aware of that information.

          (c) Professional Obligations. Campbell further agrees: (i) to fulfill his continuing obligations to Noble and the other Released Parties under the Texas Disciplinary Rules of Professional Conduct (“Rules”), including his obligations with respect to Noble’s and the other Released Parties’ client “confidential information” as that term is defined in Rule 1.05(a), as well as with respect to conflicts of interest as defined in Rule 1.09, and (ii) that he will not disclose client “confidential information” to, represent, or advise any person (or that person’s agent or attorney) who may have interests adverse to Noble or any of the other Released Parties.

     7. Breach of Agreement. In the event Campbell fails to materially fulfill any of his obligations in this Agreement, or Campbell or anyone acting on his behalf brings suit against Noble seeking to declare any term of this Agreement void or unenforceable and if one or more material terms of this Agreement are ruled by a court or arbitrator to be void or unenforceable or subject to reduction or modification, Noble shall be as permitted by law entitled to (a) terminate the Agreement, (b) terminate any remaining Separation Payment set forth in Paragraph 2, and Campbell will not be entitled to receive any remaining Separation Payment, (c) recover Separation Payments

and all other benefits set forth in Paragraph 2 already paid to Campbell (except for the sum of $1,000) upon court order, (d) recover attorneys’ fees, expenses and costs Noble incurs in such action, and/or (e) recover any and all other damages to which Noble may be entitled at law or in equity as a result of a breach of this Agreement.

     8. Non-Disparagement. Campbell shall not, directly or indirectly, disclose, communicate, or publish any disparaging information concerning Noble, its officers, directors or employees, products, services, operations, technology, proprietary or business information, or cause others to disclose, communicate, or publish any disparaging information concerning the same and that he shall not take any action deemed to interfere with the overall operation of Noble. Campbell shall not disclose, directly or indirectly, communicate, or publish any disparaging information concerning the terms of his employment with Noble, any other circumstance that arose from his employment with Noble or separation from employment, or any action or event that occurred during his employment with Noble, or cause others to disclose, communicate, or publish any disparaging information concerning the same.

     9. Indemnification. This Agreement does not terminate any right Campbell may have to indemnification under Noble’s organizational documents, applicable law, or Noble’s Directors’ and Officers’ liability insurance policy as in effect from time to time; provided, however, that any such rights shall remain subject to all applicable terms of such organizational documents, law and/or insurance policy, as in effect from time to time. Without limiting the foregoing, Noble acknowledges and agrees that reasonable and customary travel expenses Campbell incurs in connection with the current governmental investigation shall be deemed indemnifiable expenses, so long as Campbell is otherwise entitled to indemnification for his fees and expenses.

     10. Not An Admission of Wrongdoing. This Agreement shall not in any way be construed as an admission by either Party of any acts of wrongdoing, violation of any statute, law or legal or contractual right.

     11. Voluntary Execution of the Agreement. Each Party acknowledges that they have had an opportunity to review all aspects of this Agreement, and that they fully understand all the provisions of the Agreement and are voluntarily entering into this Separation Agreement and the General Release. Campbell acknowledges and agrees that Campbell is not represented by counsel for Noble or the Board, and further agrees that he has been advised to consult with an attorney prior to executing this Agreement. Campbell further represents that he has not transferred or assigned to any person or entity any claim involving Noble or any portion thereof or interest therein.

     12. Confidentiality of Agreement. The Parties shall keep confidential the specific terms of this Agreement and shall not disclose same to any person except that (a) Campbell may inform his financial, tax, professional, pastoral and legal advisors of the contents or terms of this Agreement, and (b) Noble may inform its financial, tax, business and legal advisors, or anyone else with a need to know, of the contents or terms of this Agreement. Before sharing the Agreement or its terms with any permissible party, Campbell and Noble shall notify them of this confidentiality requirement. This Agreement may be disclosed or appended as an exhibit to any securities filing required to be made by Noble or its affiliates, or pursuant to any other applicable law.

     13. Binding Effect. This Agreement shall be binding upon Noble and upon Campbell and his heirs, administrators, representatives, executors, successors and assigns. In the event of Campbell’s death, this Agreement shall operate in favor of his estate and all payments, obligations and consideration will continue to be performed in favor of his estate.

     14. Severability. Should any provision of this Agreement be declared or determined to be illegal or invalid by any government agency or court of competent jurisdiction, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected and such provisions shall remain in full force and effect.

     15. Entire Agreement. This Agreement sets forth the entire agreement between the Parties, and fully supersedes any and all prior agreements, understandings, or representations between the Parties pertaining to Campbell’s employment with Noble, the subject matter of this Agreement or any other term or condition of the relationship between Noble and Campbell. Campbell represents and acknowledges that in executing this Agreement, he does not rely, and has not relied, upon any representation(s) by Noble, its attorneys or its agents except as expressly contained in this Agreement.

     16. Knowing and Voluntary Waiver. Campbell, by Campbell’s free and voluntary act of signing below, (i) acknowledges that he has been given a period of twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that he has been advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that he understands that this Agreement specifically releases and waives all rights and claims he may have under the Age Discrimination in Employment Act, as amended prior to the date on which he signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. Furthermore, Campbell acknowledges that the payments and benefits provided for in Paragraph 2 of this Agreement will be delayed until this Agreement becomes effective, enforceable and irrevocable.

This Agreement shall become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Campbell (the “Effective Date”). During the seven-day period prior to the Effective Date, Campbell may revoke his agreement to accept the terms hereof by indicating in writing to Noble his intention to revoke. If Campbell exercises his right to revoke hereunder, he shall forfeit his right to receive any of the payments or benefits provided for herein, and to the extent such payments or benefits have already been made, Campbell agrees that he will immediately reimburse Noble for the amounts of such payments and benefits.

     17. Notices. All notices and other communications hereunder will be in writing. Any notice or other communication hereunder shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth:

		If to Campbell:		Robert D. Campbell
				6 Saint George Court
				Sugar Land, Texas 77479
		If to Noble:		Executive Vice President & Corporate Secretary
				Noble Corporation
				13135 South Dairy Ashford, Suite 800
				Sugar Land, Texas 77478

Any party may send any notice or other communication hereunder to the intended recipient at the address set forth using any other means (including personal delivery, expedited courier, messenger services, fax, ordinary mail or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until it is actually received by the intended recipient. Any party may change the address to which notices and other communications are to be delivered by giving the other party notice.

     18. Governing Law. This Agreement shall in all respects be interpreted, enforced, and governed under the laws of the State of Texas. Noble and Campbell agree that the language on this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for, or against, any of the Parties. Venue of any litigation arising from this Agreement shall be in a court of competent jurisdiction in Harris County, Texas.

     19. Counterparts. This Agreement may be executed in counterparts, each of which when executed and delivered (which deliveries may be by facsimile) shall be deemed an original and all of which together shall constitute one and the same instrument.

     20. No Assignment Of Claims. Campbell represents and agrees that he has not transferred or assigned, to any person or entity, any claim involving Noble, or any portion thereof or interest therein.

     21. Jury Waiver. Campbell further agrees to irrevocably waive the right to trial by jury, and agrees not to initiate or participate in any class or collective action, with respect to any claim or cause of action arising from his employment or the termination of his employment with Noble or from this Separation Agreement and Release agreement (either for alleged breach or enforcement).

     22. No Modification or Waiver. This Agreement may not be waived, modified, amended, supplemented, canceled or discharged, except by written agreement of the Parties. Failure to exercise and/or delay in exercising any right, power or privilege in this Agreement shall not operate as a waiver. No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between or among the Parties.

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING
AGREEMENT, THAT I UNDERSTAND ALL OF ITS TERMS AND THAT I AM
RELEASING CLAIMS AND THAT I AM ENTERING INTO IT VOLUNTARILY.

AGREED TO BY:

/s/ Robert D. Campbell   Robert D. Campbell				May 14, 2008   Date
STATE OF TEXAS
COUNTY OF Fort Bend

     Before me, a Notary Public, on this day personally appeared Robert D Campbell                , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledges to me that he has executed this Agreement on behalf of himself and his heirs, for the purposes and consideration therein expressed.

     Given under my hand and seal of office this 14th day of May, 2008.

(PERSONALIZED SEAL)

NOBLE CORPORATION

By:		/s/ Julie J. Robertson
Title:		Executive Vice President and Corporate Secretary
Date:		May 14, 2008

STATE OF TEXAS

COUNTY OF Fort Bend                

     Before me, a Notary Public, on this day personally appeared Julie J. Robertson , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of Julie J. Robertson , and that he has executed the same on behalf of said corporation for the purposes and consideration therein expressed, and in the capacity therein stated.

     Given under my hand and seal of office this 14th day of May , 2008.

(PERSONALIZED SEAL)