Deed of Amendment No. 3 The Ensco Multinational Savings Plan 04 November 2010 between Citco Trustees (Cayman) Limited (as Trustee) and Ensco plc

Citco Trustees (Cayman) Limited, a trust company incorporated under the laws of the Cayman Islands whose registered office is at 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman, KY1-1205, Cayman Islands ("Trustee"); and

Ensco plc of 6 Chesterfield Gardens, 3rd Floor, London, W1J 5BQ, England ("Ensco")

This deed is supplemental to:

(i)  

a trust deed dated 31 December 2008 (the "Trust Deed") made between the Trustee and Ensco International Incorporated as the Plan Sponsor establishing the trust known as the Ensco Multinational Savings Plan;

(ii)  

an amended and restated trust deed (the "Amended and Restated Deed") dated 16 February 2009 made between the Trustee and Ensco International Incorporated as the Plan Sponsor;

(iii)  

a first deed of amendment dated 25 September 2009 made between the Trustee and Ensco International Incorporated as the Plan Sponsor; and

(iv)  

a second deed of amendment (the "Second Deed of Amendment") dated 21 December 2009 made between the Trustee and Ensco International Incorporated as the Plan Sponsor

 

the Trust Deed as amended being hereinafter referred to as the "Trust".

The Trustee is the present sole trustee of the Trust.

By the Amended and Restated Deed the Trustee declared that it holds $100 on the trust of the Trust and on the additional terms of the Rules.

By the Second Deed of Amendment, the Trust was, inter alia, amended so that references to the Plan Sponsor are references to Ensco International plc as Plan Sponsor.

By sub-clause 24.1 of the Trust, the Trustee has power (the "Power), with the written consent of the Plan Sponsor and with written notice to the Participants, by deed to amend, modify, alter or add to the provisions of the Trust and the Rules in such manner and to such extent as the Trustee considers to be in the best interests of the Participants.

Sub-clause 24.2 of the Trust provides, inter alia, that, unless the Trustee certifies in writing that in its opinion, the amendment, modification, alteration or addition made pursuant to sub-clause 24.1 of the Trust does not materially prejudice the interests of the then existing Participants and does not operate to release the Trustee from any responsibility to Participants (the "Certification"), the amendment, modification, alteration or addition shall require the consent of the majority of Participants.

On 31 March 2010, Ensco Incorporated plc changed its name to Ensco plc.

The Trustee wishes to exercise the Power in the manner set out below and intends that this deed shall serve as the Certification.

Ensco wishes to consent to the proposed amendments as set out in this deed to be made to the Trust.

Ensco confirms that notice of the proposed amendments as set out in this deed has been given to the Participants.

the definitions and rules of construction contained in the Trust shall apply and, subject to that, the following definition shall apply:

"Effective Date" means the 21 August 2010.

In exercise of the Power and of each and every other power (if any) it enabling, the Trustee hereby declares that the Trust is hereby amended so that:

(a)  

the requirement of 30 days of continuous employment set forth in Rule 1.1 (a) of Schedule A of the Trust shall not apply, on and from the Effective Date, to all employees who have become employed by an Employer pursuant to the acquisition of the rig known as ENSCO 109 (formerly known as Diamond Offshore's Ocean Shield) (each an "ENSCO 109 Employee" and together the "ENSCO 109 Employees"); and

(b)  

for the purposes of Rule 5 of Schedule A of the Trust (provisions relating to vesting) and for all other purposes, the length of time that each ENSCO 109 Employee was an employee of Diamond Offshore Drilling, Inc and its affiliated companies shall be included in that ENSCO 109 Employee's Service Time

In further exercise of the Power and of each and every other power (if any) it enabling, the Trustee hereby declares that the Trust is hereby amended so that all references in the Trust to 'Ensco International plc' shall be deleted and replaced with 'Ensco plc'.

Executed as a deed and delivered by the said CITCO TRUSTEES (CAYMAN) LIMITED by its common seal being affixed in the presence of

 

 

 

 

…………………………………..

Witness

 

)

)

)

)

 

 

__________________________________

Executed as a deed and delivered by the said Ensco plc by its common seal being affixed in the presence of

 

 

 

 

…………………………………..

Witness

 

)

)

)

)