(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	To re-elect the nine Directors named in the accompanying proxy statement to serve until the 2015 Annual General Meeting of Shareholders.

2.	To authorise the Board of Directors to allot shares.

3.	To ratify the Audit Committee's appointment of KPMG LLP as our U.S. independent registered public accounting firm for the year ended 31 December 2014.

4.	To re-appoint KPMG Audit Plc as U.K. statutory auditors under the U.K. Companies Act 2006 (to hold office from the conclusion of the Meeting until the conclusion of the next Annual General Meeting of Shareholders at which accounts are laid before the Company).

5.	To authorise the Audit Committee to determine our U.K. statutory auditors' remuneration.

6.	To approve the Directors' Remuneration Policy.

7.	To cast a non-binding advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2013.

8.	To cast a non-binding advisory vote to approve the compensation of our named executive officers.

9.	To cast a non-binding advisory vote to approve the reports of the auditors and the directors and the U.K. statutory accounts for the year ended 31 December 2013 (in accordance with legal requirements applicable to U.K. companies).

10.	To approve a Capital Reorganisation, the full text of which can be found in "Resolution 10" of the accompanying proxy statement.

11.	To approve the disapplication of pre-emption rights, the full text of which can be found in "Resolution 11" of the accompanying proxy statement.

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•	Safety: we achieved the best safety performance in Ensco's history, as measured by total recordable incident rate

•	Revenues and Earnings: we achieved record revenues and net income

•	Customer Service: we were rated the #1 company in our industry in total customer satisfaction for a fourth consecutive year

•	Shareholder Returns: our total shareholder return of 17.6% for the three years ended 31 December 2013 was at the 75th percentile of our compensation peer group

•	profitable financial performance;

•	preservation of a strong balance sheet;

•	strategic and opportunistic enhancement of our asset base;

•	positioning assets in markets that offer prospects for long-term growth in profitability;

•	safety performance;

•	operational efficiency; and

•	customer satisfaction.

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•	Notice and Access: The Company furnishes proxy materials over the Internet and mails the Notice to most shareholders.

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E-mail: If you would like to have earlier access to future proxy materials and reduce our costs of printing and delivering the proxy materials, you can instruct us to send all future proxy materials to you via e-mail. If you request future proxy materials via e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials via e-mail will remain in effect until you change it. If you wish to receive all future materials electronically, please visit www.investordelivery.com to enroll or, if voting electronically, at www.proxyvote.com, follow the instructions to enroll for electronic delivery after you vote.

•	Mail: You may request distribution of paper copies of future proxy materials by mail by calling 1-800-579-1639 or e-mailing sendmaterial@proxyvote.com. If you are voting electronically at www.proxyvote.com, follow the instructions to enroll for paper copies by mail after you vote.

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•	sending a written notice of revocation to our secretary at the registered office and headquarters of the Company, which must be received prior to the Meeting, stating that you would like to revoke your proxy;

•	by completing, signing and dating another proxy card and returning it by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 in time to be received before the Meeting, or by submitting a later-dated proxy via the phone at 1-800-690-6903, in which case your later-submitted proxy will be recorded and your earlier proxy revoked;

•	if you voted electronically, by returning to www.proxyvote.com and changing your vote before the share voting cutoff time. Follow the same voting process, and your original vote will be superseded; or

•	by attending the Meeting and voting in person, though simply attending the Meeting without voting will not revoke your proxy or change your vote.

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(1)	As of 24 March 2014, there were 233,661,434 shares outstanding. Unless otherwise indicated, each person or group has sole voting and dispositive power with respect to all shares.

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(2)

The number of shares beneficially owned by the directors and executive officers listed in the table above includes shares that may be acquired within 60 days of 24 March 2014 by exercise of share options as follows: Mr. Rabun—243,074; Mr. Swent—43,510; Mr. Burns—40,776; Mr. Lowe—40,776; Mr. Robert—71,906; Mr. Brown—25,685; Mr. Clark—0; Ms. Decyk—0; Mrs. Francis—0; Mr. Gaut—0; Mr. Haddock—4.500; Mr. Kalman—0; Mr. Rattie—0; Mr. Rowsey—4,500; and all current directors and executive officers as a group—485,179.

(3)	Based on the Schedule 13G filed on 17 January 2014, BlackRock, Inc. in its capacity as investment advisor, may be deemed to be the beneficial owner of 13,439,285 shares, which are owned of record by clients of BlackRock, Inc. as of 31 December 2013. BlackRock, Inc. reports sole dispositive power over 13,439,285 shares as of 31 December 2013.

(4)

Based on the Schedule 13G filed on 12 February 2014, The Vanguard Group in its capacity as investment advisor, may be deemed to be the beneficial owner of 12,005,448 shares, which are owned of record by clients of The Vanguard Group as of 31 December 2013. The Vanguard Group reports shared dispositive power over 323,830 shares, sole voting power over 346,730 shares and sole dispositive power over 11,681,618 shares as of 31 December 2013.

(5)

Based on the Schedule 13G filed on 13 February 2014, FMR, LLC, Edward C. Johnson 3d, chairman of FMR LLC, and/or certain related parties described in such Schedule 13G may be deemed to be the beneficial owners of 11,654,957 shares as of 31 December 2013. FMR LLC reports sole voting power over 849,772 shares, and each of Edward C. Johnson 3d and FMR LLC has sole dispositive power over 11,654,957 shares owned by various funds. Fidelity Management & Research Company (including the funds managed by it “Fidelity”), a wholly-owned subsidiary of FMR LLC, may be deemed to be the beneficial owner of 8,366,967 shares. Each of Edward C. Johnson 3d and FMR LLC, through his or its control of Fidelity, has sole power to dispose of the 8,366,967 shares. Neither FMR LLC nor Edward C. Johnson 3d has the sole power to vote or direct the voting of the shares owned directly by Fidelity, which power resides with the Board of Trustees for each respective fund.

(6)	Ownership is less than 1% of our shares outstanding.

(7)	Mr. Robert’s beneficial ownership in the table above, other than pursuant to share options exercisable within 60 days of 24 March 2014 as set forth in footnote (2) above, is as of 10 January 2014, the effective date of his separation from the Company.

(8)	The number of shares beneficially owned by Mr. Brown listed in the table above includes 9,016 of restricted share units that vest within 60 days of 24 March 2014 after the restrictions of the share units lapse upon retirement from the Board.

(9)	Mr. Haddock has pledged 11,574 shares as collateral to secure a line of credit. See "Pledging Policy" within "Compensation Discussion and Analysis."

1.	ORDINARY RESOLUTIONS TO RE-ELECT EACH OF THE FOLLOWING DIRECTORS:

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2.	AN ORDINARY RESOLUTION AUTHORIZING THE BOARD OF DIRECTORS TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES IN THE COMPANY UP TO A NOMINAL AMOUNT OF $7,780,926.

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3.	AN ORDINARY RESOLUTION TO RATIFY THE AUDIT COMMITTEE'S APPOINTMENT OF KPMG LLP AS OUR U.S. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED 31 DECEMBER 2014.

4.	AN ORDINARY RESOLUTION TO RE-APPOINT KPMG AUDIT PLC AS OUR U.K. STATUTORY AUDITORS UNDER THE COMPANIES ACT 2006 (TO HOLD OFFICE FROM THE CONCLUSION OF THE MEETING UNTIL THE CONCLUSION OF THE NEXT ANNUAL GENERAL MEETING OF SHAREHOLDERS AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY).

5.	AN ORDINARY RESOLUTION TO AUTHORISE THE AUDIT COMMITTEE TO DETERMINE OUR U.K. STATUTORY AUDITORS' REMUNERATION.

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(1)

Includes fees for the audit of our annual consolidated financial statements and audit of the effectiveness of our internal control over financial reporting included in our Annual Report on Form 10-K, reviews of condensed consolidated financial statements included in our Quarterly Reports on Form 10-Q, the audit of our U.K. statutory accounts, audits of certain subsidiary statutory accounts, attestation services and procedures conducted in connection with consents to incorporate KPMG's reports into registration statements filed with the SEC for each respective year.

(2)	Represents fees for tax compliance services.

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•	personal characteristics, including:

•	highest personal and professional ethics, integrity and values,

•	an inquiring and independent mind, and

•	practical wisdom and mature judgment;

•	experience at the policy-making level in business, government or education;

•	expertise that is useful to our Company and complementary to the background and experience of other Board members (e.g., previous executive and board experience, an international perspective, capital intensive cyclical business experience and knowledge of the global oil and gas industry are considered to be desirable);

•	willingness to devote the required amount of time to perform the duties and responsibilities of Board membership;

•	commitment to serve on the Board over a period of several years to develop knowledge about our principal operations;

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•	willingness to represent the best interests of all shareholders and objectively appraise management performance; and

•	no involvement in activities or interests that create a conflict with the director's responsibilities to us and our shareholders.

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•	Independent directors meet at regularly scheduled executive sessions outside the presence of the Chief Executive Officer and other Company personnel at each regular Board meeting and may convene additional executive sessions during any Board meeting or by notice of a special Board meeting, which any two directors may cause to be called.

•	Independent directors have open access to Ensco's management and independent advisors, such as attorneys or auditors.

•	Independent directors are encouraged to suggest items for inclusion in the agenda for Board meetings and are free to raise subjects that are not on the meeting agenda.

•

The Lead Director acts as chairman of executive sessions of the independent directors and serves as the interface between the independent directors and the Chief Executive Officer in communicating the matters discussed during executive sessions. The Board believes that this structure facilitates full and frank discussions among all independent directors. The Ensco Corporate Governance Policy further describes the functions of the Lead Director as follows:

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•	assist and advise the Chairman as to an appropriate schedule of Board meetings, seeking to ensure that the independent directors can perform their duties responsibly while not interfering with ongoing Company operations;

•	approve, in concert with the Chairman, Board meeting agendas and meeting schedules;

•	advise the Chairman as to the quality, quantity and timeliness of the information submitted to the Board by the Company's management that is necessary or appropriate for the independent directors to perform their duties effectively and responsibly;

•	develop the agendas for and serve as Chairman of executive sessions of the Board's independent directors;

•	serve as principal liaison between the independent directors and the Chairman in respect of Board issues;

•	participate in recommendations regarding recruitment of new directors, management succession planning and annual Board performance and Chief Executive Officer evaluations; and

•	serve as acting Chairman of the Board when the Chairman is not present.

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•	profitable financial performance;

•	preservation of a strong balance sheet;

•	strategic and opportunistic enhancement of our asset base;

•	positioning assets in markets that offer prospects for long-term growth in profitability;

•	safety performance;

•	operational efficiency; and

•	customer satisfaction.

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•	Vast majority of officer pay at risk based on annual financial performance and growth in long-term shareholder value

•	50% of officers' equity awards subject to achievement of specific performance criteria relative to our performance peer group

•	Executive and director share ownership guidelines (Chief Executive Officer guideline increased for 2014)

•	Minimum holding periods for stock and options until share ownership guidelines are met

•	Compensation clawback that applies to cash and equity awards

•	Prohibitions on the pledging or hedging of company stock

•	Prohibition on buyouts of underwater stock option awards

•	Prohibition on repricing of stock option awards

•	Prohibition on share/option recycling

•	No excise tax gross-ups

•	No single-trigger change-in-control severance benefits

•	No single-trigger vesting of time-based equity awards upon a change-of-control

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•	Safety: We achieved the best safety performance in Ensco’s history, as measured by total recordable incident rate ("TRIR")

•	Revenues and Earnings: We achieved record revenues and net income

•	Customer Service: We were rated the #1 company in our industry in total customer satisfaction for a fourth consecutive year

•	Shareholder Returns: Our Total Shareholder Return ("TSR") of 17.6% for the three years ended 31 December 2013 was at the 75th percentile of our compensation peer group

•	NEO base salaries: NEO salaries increased an average of 5.1% during 2013.

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Annual long-term incentive awards: In February 2013, the Compensation Committee approved annual long-term incentive awards for our NEOs, which were composed of 50% performance units and 50% time-vested restricted shares. In addition, as part of our Chief Executive Officer succession process for 2014, the Compensation Committee approved additional grants of time-vested restricted shares to Messrs. Burns and Lowe during the fourth quarter of 2013.

•	Annual formula-derived bonuses for 2013 performance paid out at 107.3% of target: We fell short of target performance for earnings per share ("EPS") and return on capital employed ("ROCE"), but achieved the best TRIR performance in Company history and exceeded expectations on achievement of Strategic Team Goals ("STGs").

•	Long-term performance units paid out at 92.5% of target: For the three-year performance period ended 31 December 2013, we achieved a rank of 5th out of 10 performance peer group companies in TSR performance. Our average annual ROCE for the period (8.4%) was 70% of our absolute target, and ranked 4th out of 10 performance peer group companies.

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•	Annual Cash Compensation: salary and annual incentive earned for each fiscal year

•	Net Change in Realizable Time-Based Equity: the sum of:

◦	Realized equity value (Value realized upon exercise of options + Value realized upon vesting of restricted stock)

◦	Change in Realizable Equity Value (Change in year-end "in the money" value of exercisable options + Change in year-end value of unvested restricted shares)

•	Long-Term Performance Unit Plan Payout: for the performance period ending in the most recent fiscal year.

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•	Attract, retain and motivate highly qualified individuals capable of leading us to achieve our business objectives;

•	Pay for performance by providing competitive pay opportunities that result in realized pay which increases when we have strong financial performance and declines when we have weak financial performance; and

•	Ensure alignment with shareholders through an emphasis on long-term equity-based compensation and enforcement of robust share ownership guidelines.

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•	Exceed the market median during years of exemplary performance relative to our compensation peer group companies; and

•	Fall below the market median during years of poor performance relative to our compensation peer group companies.

•	PM&P did not provide any services to the Company or management other than services requested by or with

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•	The Compensation Committee meets regularly in executive session with PM&P outside the presence of management;

•	PM&P maintains a conflicts policy, which was provided to the Compensation Committee with specific policies and procedures designed to ensure independence;

•	Fees paid to PM&P by Ensco during 2013 were less than 1% of PM&P’s total revenue;

•	None of the PM&P consultants working on Company matters had any business or personal relationship with Compensation Committee members;

•	None of the PM&P consultants working on Company matters (or any consultants at PM&P) had any business or personal relationship with any executive officer of the Company; and

•	None of the PM&P consultants working on Company matters own Company stock.

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•	EPS (from continuing operations)

•	ROCE is defined as (i) net income, adjusted for any nonrecurring gains and losses, plus after-tax net interest expense, divided by (ii) total equity as of 1 January plus the average of the long-term debt balances as of 1 January and 31 December of the respective year

•	Safety, as measured by TRIR

•	Strategic team goals, discussed in greater detail below

•	0 - represents unacceptable performance, and results in a 0% payout

•	2 - represents expected or target performance, and results in a 100% payout

•	4 - represents outstanding performance which far exceeds expectations, and results in a 200% payout

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•

Operational Excellence: establishment of "Vision and Values" campaign, reiterating to employees worldwide the importance of our core values and recognizing employees who have exemplified those values; development and dissemination of key training and "lessons-learned" initiatives; establishment of key performance indicators for vendors to improve performance; and enhancement of between-well-maintenance procedures

•	Leadership & Strategic Issues: continued implementing long-term strategy of divestiture of older rigs and addition of newer units; active participation in a leadership role in key industry groups and initiatives; and marketing and contracting of key assets

•	Human Resources: enhanced employee retention and engagement; implementation of new HR delivery model to improve responsiveness; and enhancement of leadership training programs and accelerated development programs

•	Systems: implementation of secure and cost-effective upgrades of key systems to enhance organizational efficiency

•	Corporate Compliance: restructuring of trade compliance policies and procedures and implementation of new online training tool for ethics and compliance

•	Supply Chain: improvements to processes for capital spares; leadership in industry groups on supply chain matters; and completion of virtual inventory model to improve rationalization of excess inventories

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1	For 2013, the EPS calculation did not exclude any charges and is calculated in accordance with U.S. generally accepted accounting principles.

2	Based upon record performance for TRIR, our safety goal would have paid out at maximum (200%) on a purely formulaic basis. However, in light of a qualitative review of safety performance beyond TRIR, the Compensation Committee approved a 25% discretionary reduction to the TRIR percentage of target earned for 2013.

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•	Annual performance-based and time-vested long-term incentive awards were granted on 26 February 2013 in the form of performance units and restricted shares consistent with the terms described above;

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On 18 November 2013, the Compensation Committee also approved special grants of restricted shares to Messrs. Burns and Lowe. These additional awards were intended to provide an additional recognition and retention incentive related to our succession planning efforts. Unlike our normal annual restricted share awards, which vest 33.3% per year over a three year period, these special awards vest 100% at the end of three years.

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•	Significantly smaller size and scope in comparison to Ensco, in the case of Atwood, Hercules and Parker; and

•	Differences in pay approach and structure among the NEO group, which create challenges for direct pay benchmarking, in the case of Nabors.

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TSR is defined as dividends paid during the performance period plus the ending share price of the performance period minus the beginning share price of the performance period, divided by the beginning share price of the performance period. Beginning and ending share prices are based on the average closing prices during the quarter preceding the performance period and the final quarter of the performance period, respectively.

•	ROCE is defined as net income, adjusted for any nonrecurring gains and losses, plus after-tax net interest expense, divided by total equity as of 1 January of the respective year plus the average of the long-term debt balances as of 1 January and 31 December of the respective year.

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•	An annualized base salary of $525,000;

•	Participation in the ECIP with a target bonus percentage at 115% of his base salary;

•	Participation in the LTIP with a target award of $2,500,000 annually; and

•	Continued eligibility for the SERP, the Ensco Savings Plan and all other benefits and insurance coverage available to executive officers.

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•	A foreign service premium;

•	A cost of living allowance;

•	A monthly housing allowance;

•	A monthly transportation allowance; and

•	Tax equalization, designed to ensure that the expatriate employee is responsible for the same tax liability the executive would have incurred had he remained in the U.S. during the tax year.

•	An annual home leave allowance including air fare for the executive, spouse and eligible dependents, paid only for Mr. Rabun; and

•	Schooling assistance for eligible dependents, paid only for Mr. Swent until his expatriate assignment ended.

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They are primarily "make-whole" payments, designed not to increase the executive’s wealth. They keep the executive in the same financial position in which he would have been had he not been asked to relocate to London. After the executive’s expatriate assignment ends, the overseas allowances and reimbursements end, except in the case of tax equalization payments, which continue only to the extent that the executive’s U.K. tax liabilities continue. For instance, when Mr. Swent’s expatriate assignment ended in 2013, his allowances and reimbursements ended, with the exception of tax equalization, which continues for as long as his U.K. tax liability continues.

•

They are consistent with expatriate packages paid to other employees -- at Ensco and at other companies. We pay similar overseas allowances and reimbursements to our other salaried employees who accept expatriate assignments. Our peer group companies who have redomesticated have paid similar allowances and benefits to executives and salaried employees, as have companies outside our peer group that have redomesticated to the U.K. and similar jurisdictions. PM&P reports to the Compensation Committee periodically on trends in overseas allowances and reimbursements, allowing us to ensure that our allowances and reimbursements are in line with prevailing competitive practices.

•	They promote stability among our executive management team, some of whom may decide to take positions with companies based in the U.S. if relocating to London would put them at a financial disadvantage. The stability of our executive management team is especially important at this time, in light of the upcoming retirement of our Chief Executive Officer.

•	They maintain the alignment of the executive officers' interests with those of our shareholders as to the location of our corporate domicile, making the executive indifferent from a compensation perspective to the financial and personal aspects of relocation to our headquarters.

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Increased proximity to our Eastern Hemisphere operations, shipyards in Singapore and South Korea, where our newbuild drillships and jackup rigs are being constructed, and elsewhere in the Eastern Hemisphere, where significant shipyard upgrade projects are being executed. A more advantageous time-zone overlap and reduced travel time have allowed us to better support, and improve executive oversight of, these operations.

•	Improved access to key customers in the U.K. and Europe without losing access to key customers elsewhere, as most of them routinely travel to London for financial, insurance and other matters.

•	Improved access to institutional investors in the U.K. and other European Union countries, increasing the frequency of our meetings with those parties in an effort to expand our investor base.

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Lower corporate tax rate and more beneficial tax treatment of repatriated earnings than we had in the U.S. As a result of the redomestication and a corporate reorganization completed subsequent to the redomestication, we have achieved a global effective tax rate that is comparable to that of our competitors and significantly lower than it would have been had the redomestication not occurred. The reduction in taxes resulting from the redomestication has been considerably greater than the cost of establishing and maintaining our office in London, which includes our overseas allowances and reimbursements for the executives who relocated there.

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(1)	The amounts disclosed in this column include amounts voluntarily deferred under the Ensco Savings Plan and the 2005 Ensco Supplemental Executive Retirement Plan (referred to collectively along with the Ensco Supplemental Retirement Plan as the "SERP" in the Executive Compensation tables and related footnotes) as disclosed in the Nonqualified Deferred Compensation Table.

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(2)	The amounts disclosed in this column represent the aggregate grant-date fair value of restricted share awards and performance unit awards as follows:

*	We entered into a separation agreement with Mr. Robert effective 10 January 2014. In connection with the separation agreement, all restricted share awards and performance unit awards granted during 2013 were forfeited upon departure from the Company.

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(3)

The amounts disclosed in this column represent the grant-date fair value of share options. We did not grant share option awards during the years ended 31 December 2013 and 31 December 2012. The grant-date fair value of each share option granted during the year ended 31 December 2011 was estimated using the Black-Scholes option valuation model. Assumptions used in this model are disclosed in Note 8 to our 31 December 2013 audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on 26 February 2014.

(4)

The amounts disclosed in this column represent bonuses awarded for the 2013, 2012 and 2011 plan years pursuant to the ECIP. Under the ECIP, our executive officers and other employees may receive an annual cash bonus based upon achievement of pre-determined financial, safety performance and strategic team goals. The ECIP uses performance bands to determine annual payments: a threshold, a target and a maximum for each of our executive officers. If the threshold for the fiscal year is not met, no bonus is paid for that component. Payments are calculated using straight-line interpolation for performance between the threshold and target and between the target and maximum for each component.

*	The Compensation Committee set a maximum percentage target achievement of 200% for 2013.

**	The Compensation Committee approved a 25% discretionary reduction to the TRIR percentage of target earned from 200% to 175% as discussed in the CD&A.

(5)	Bonuses were awarded and paid during the following year based upon the achievement of pre-determined financial, safety performance and strategic team goals during the plan year. The 2013 amounts disclosed in

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(6)	See All Other Compensation Table.

(7)

The tax equalization benefit amounts for 2012 for Messrs. Rabun, Burns and Lowe were increased by $554,779, $508,646 and $341,231, respectively, from the amounts set forth in the Summary Compensation Table included in the proxy statement for the 2013 Annual General Meeting of Shareholders to reflect income tax payments made to the U.K. government on the named executive officer's behalf during 2013 related to 2012. The tax equalization benefit amount for 2012 for Mr. Rabun was increased by an additional $336,000 to reflect income tax payments during 2014 related to 2012.

(8)	The tax equalization benefit amount for 2011 for Mr. Rabun was increased by $322,478 from the amount set forth in the Summary Compensation Table included in the proxy statement for the 2013 Annual General Meeting of Shareholders to reflect that income tax payments made to the U.K. government on the named executive officer's behalf during 2013 related to 2011.

(9)

The amounts presented for 2012 for Mr. Swent and 2011 for Messrs. Swent and Lowe were increased by $45,396, $31,397 and $25,902, respectively, to reflect additional compensation with respect to the annual home leave allowance provided to the executive officers asked to relocate to our principal executive offices in London, which were reported in amended Forms W-2 provided to such executive officers following the date of the proxy statement for the 2013 Annual General Meeting of Shareholders.

(1)

In connection with the redomestication, the Compensation Committee and PM&P participated in development of allowances and reimbursements for our executive officers who attained expatriate status by relocating to our principal executive offices in London. Such benefits paid to our NEOs for the year ended 31 December 2013 included the following, and are described in further detail under the heading "Overseas Allowances and Reimbursements" in the CD&A:

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Tax equalization benefits for 2013 for Messrs. Rabun and Swent were offset by $627,984 and $949,933, respectively, reflecting the estimated amount of the tax refund owed to the Company as a result of foreign tax credits from U.K. income tax payments made on each executive’s behalf.  The amount of the offset is only an estimate, is based on currently available information and is subject to change based on the final U.S. tax return filed by the executive.

(2)	The amounts disclosed in this column represent the group term life insurance premiums paid for each NEO in excess of the first $50,000 of coverage.

(3)	The amounts disclosed in this column represent the maximum allowable portion of our matching contributions paid into each NEO's Ensco Savings Plan account.

(4)	The amounts disclosed in this column represent our profit sharing contributions for 2013 paid into each NEO's Ensco Savings Plan and/or SERP account during the first quarter of 2014.

(5)	The amounts disclosed in this column represent matching contributions paid into each NEO's SERP account.

(6)	The amounts disclosed in this column represent the dividends earned and paid on the NEO's restricted shares during 2013.

(7)	Mr. Swent was relocated from our principal executive offices in London to our U.S. administrative offices in Houston during July 2012. The amounts disclosed in this column for Mr. Swent represent expenses paid by the Company during 2013 related to relocation expenses and temporary housing.

(8)

Mr. Burns was relocated from our U.S. administrative offices in Houston to our principal executive offices in London during August 2012. The amounts disclosed in this column for Mr. Burns represent expenses paid by the Company during 2013 related to moving and other relocation expenses, the majority of which were attributable to costs incurred in connection with the sale of Mr. Burns' residence in the Houston, Texas area.

(9)

During 2010, the Company agreed to purchase Mr. Lowe's residence in the Dallas, Texas area after he was unable to consummate a sale within a specified time-frame subsequent to his relocation to our principal executive offices in London. The amounts disclosed in this column for Mr. Lowe include the loss incurred by the Company upon the sale of Mr. Lowe's residence to a third party buyer during 2013, commissions and other selling costs paid by the Company in connection with the sale and certain maintenance costs paid by the Company during 2013 prior to the sale.

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(1)

The amounts disclosed in this column represent the number of Company shares associated with future payouts under the LTIP for the performance unit awards approved by the Compensation Committee during 2013. The performance unit awards were granted to certain of the Company's executive officers and are based upon two relative financial performance measurements, each measured over a three-year performance period. These awards are denominated in Company shares and will be settled in Company shares upon attainment of specified performance goals based on relative TSR and relative ROCE as defined in Note (2) below. The goals for the performance unit awards granted during 2013 have three performance bands: a threshold, a target and a maximum. If the minimum threshold for the respective financial performance measure is not met, no amount will be paid for that component. Payments are calculated using straight-line interpolation for performance between the threshold and target and between the target and maximum for each component. The related performance measures and possible payouts are disclosed in Note (3) below.

(2)

In respect of the performance unit awards, TSR is defined as dividends paid during the performance period plus the ending share price of the performance period minus the beginning share price of the performance period, divided by the beginning share price of the performance period. Beginning and ending share prices are based on the average closing prices during the quarter preceding the performance period and the final quarter of the performance period, respectively. ROCE is defined as net income, adjusted for any nonrecurring gains and losses, plus after-tax net interest expense, divided by total equity as of 1 January of the respective year plus the average of the long-term debt balances as of 1 January and 31 December of the respective year.

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(3)

The Company's relative performance is evaluated against a group of nine performance peer companies, consisting of Atwood Oceanics, Inc., Diamond Offshore Drilling, Inc., Helmerich & Payne, Inc., Hercules Offshore, Inc., Nabors Industries Ltd., Noble Corporation, Parker Drilling Company, Rowan Companies plc and Transocean Ltd. If the performance peer group decreases in size during the performance period as a result of mergers, acquisitions or economic conditions, the applicable multipliers will be adjusted to pre-determined amounts based on the remaining number of performance peer group companies for the two relative performance measures.

(4)	The amounts disclosed in this column represent the threshold, target and maximum possible payouts that potentially could have been earned by our NEOs for 2013 based upon the achievement of performance goals under the 2013 ECIP. The amounts actually earned by our NEOs under the 2013 ECIP were paid in March 2014 or will be paid in April 2014 and are reflected in the "Summary Compensation Table."

(5)	The amounts disclosed in this column reflect the number of restricted shares granted to each NEO pursuant to the LTIP.

(6)

We entered into a separation agreement with Mr. Robert effective 10 January 2014. In connection with the separation agreement, Mr. Robert's eligibility was accelerated for payment of his annual performance bonus for the 2013 plan year pursuant to the ECIP as disclosed in the "Summary Compensation Table" within Executive Compensation. All other Plan-based awards granted during 2013 were forfeited upon departure from the Company.

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(1)

The number of unearned performance unit awards and market value of unearned performance unit awards disclosed in these columns assume that each unearned performance unit award grant is paid out at the threshold level of performance in Company shares using the closing share price on 31 December 2013, except where the performance during the completed fiscal years over which performance for each grant is measured has exceeded the threshold, in which case the amounts are based on the next highest performance measure (target or maximum). Performance unit award grants are based upon a three-year cycle with vesting at the end of the cycle. Performance unit awards granted during 2013 will be settled in Company shares and performance awards granted prior to 2013 may be settled in Company shares, cash or a combination thereof at the Compensation Committee's discretion.

(2)	21,408 shares vest on 7 February 2014; 6,722 shares vest on 1 March 2014; 2,091 shares vest on 25 July 2014; 12,856 shares vest annually until 28 February 2015; 14,282 shares vest annually until 25 February 2016, and 5,000 shares vest annually until 20 March 2016; in each case except as may be deferred during certain specified regular or special blackout periods.

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(3)	9,632 options vest on 1 March 2014, except as may be deferred during certain specified regular or special blackout periods.

(4)	3,090 options vest on 25 July 2014, except as may be deferred during certain specified regular or special blackout periods.

(5)	7,801 shares vest on 7 February 2014; 2,450 shares vest on 1 March 2014; 3,486 shares vest annually until 28 February 2015; 1,156 shares vest annually until 1 August 2015; and 4,571 shares vest annually until 25 February 2016, in each case except as may be deferred during certain specified regular or special blackout periods.

(6)	3,510 options vest on 1 March 2014, except as may be deferred during certain specified regular or special blackout periods.

(7)	7,801 shares vest on 7 February 2014; 2,450 shares vest on 1 March 2014; 3,486 shares vest annually until 28 February 2015; 1,982 shares vest annually until 4 September 2015; 5,428 shares vest annually until 25 February 2016; and 24,506 shares vest on 18 November 2016, in each case except as may be deferred during certain specified regular or special blackout periods.

(8)	7,801 shares vest on 7 February 2014; 2,450 shares vest on 1 March 2014; 3,486 shares vest annually until 28 February 2015; 3,485 shares vest annually until 25 February 2016; and 24,506 shares vest on 18 November 2016, in each case except as may be deferred during certain specified regular or special blackout periods.

(9)

We entered into a separation agreement with Mr. Robert effective 10 January 2014. In connection with the separation agreement, Mr. Robert received a payment in the amount of $440,380, the approximate value as of 6 January 2014 of the restricted share awards granted on 1 June 2011 that would have vested if his employment with the Company had continued through 1 June 2014. All other unvested restricted share awards and options were forfeited upon departure from the Company.

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(1)	The amounts disclosed in this column also are reported in the "Salary" or "Non-Equity Incentive Plan Compensation" column for each of the NEOs in the Summary Compensation Table.

(2)	The amounts disclosed in this column also are disclosed in the "All Other Compensation" column of the Summary Compensation Table and are further described in the All Other Compensation Table.

(3)	The amounts disclosed in this column represent earnings on invested funds in each NEO's individual SERP account.

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(1)	The amount disclosed in this column represents Mr. Rabun's base salary as of 31 December 2013, which reflects the increase in base salary approved by the Compensation Committee during 2013.

(2)	This amount represents the weighted-average intrinsic value (equal to the difference between the applicable closing market price and exercise price) of Mr. Rabun's 12,722 unvested options based on the closing market price of the Company's Class A ordinary shares of $57.18 per share on 31 December 2013.

(3)

The amount disclosed in this column represents the target level of performance for each of Mr. Rabun's unearned performance unit award grants as of 31 December 2013. Performance unit awards granted during 2013 will be settled in shares while performance unit awards granted prior to 2013 can be settled in shares, cash or a combination thereof at the Compensation Committee's discretion. The value of performance unit

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(1)	The amount disclosed in this column represents the value of Mr. Rabun's 113,779 unvested restricted share awards, based on the closing market price of the Company's Class A ordinary shares of $57.18 per share on 31 December 2013.

(2)	The amount disclosed in this column represents the intrinsic value (equal to the difference between the applicable closing market price and exercise price) of Mr. Rabun's 12,722 unvested options based on the closing market price of the Company's Class A ordinary shares of $57.18 per share on 31 December 2013.

(3)

The amount disclosed in this column represents the value of unearned performance unit awards measured based on achievement of performance metrics as of 31 December 2013. Performance unit awards granted to Mr. Rabun will be paid out subject to achievement of performance metrics on each respective future payout date originally established at the grant-date, as if he remained employed by the Company. Performance unit awards granted during 2013 will be settled in shares while performance unit awards granted prior to 2013 can be settled in shares, cash or a combination thereof at the Compensation Committee's discretion. The value of performance unit awards granted during 2013 was determined based on the closing market price of the Company's Class A ordinary shares of $57.18 per share on 31 December 2013.

(4)

The amount disclosed in this column represents the annual cash bonus for the 2013 plan year under the ECIP based on the actual level of achievement of the performance metrics. The award is payable on prorated basis to reflect the amount of time Mr. Rabun was employed by the Company during the plan year. Assuming the triggering event occurred on 31 December 2013, Mr. Rabun would receive 100% of ECIP bonus award.

(5)	The amount disclosed in this column represents the present value of estimated average future payments for both Mr. Rabun and his spouse assuming the medical benefits continue until the date on which Mr. Rabun or his spouse, as applicable, becomes eligible for Medicare.

(6)

Tax equalization payments are provided to Mr. Rabun with respect to payments and other compensation received from the Company for any tax periods in which Mr. Rabun is subject to taxation in the U.K. in respect of his employment with the Company. The tax equalization amounts disclosed in this column primarily relate to the accelerated vesting of restricted share awards, share option awards and performance unit awards, annual cash bonus under the ECIP for the 2013 plan year and payment of funds deferred under the SERP.

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•	scheme of arrangement;

•	a statutory merger;

•	a statutory consolidation; or

•	a sale of all of the assets of the Company, or sale, pursuant to any agreement with the Company, of securities of the Company pursuant to which the Company is or becomes a wholly-owned subsidiary of another company after the effective date of the reorganisation.

(1)	This amount represents the aggregate intrinsic value of Mr. Rabun's unvested options at 31 December 2013 based on the closing market price of the Company's Class A ordinary shares of $57.18 per share on that date.

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(2)

The amount disclosed in this column assumes that each unearned performance unit award grant is paid out at the target level of performance on 31 December 2013 consistent with the terms under the LTIP. Performance unit awards granted during 2013 will be settled in shares while performance unit awards granted prior to 2013 can be settled in shares, cash or a combination thereof at the Compensation Committee's discretion. The target value of performance unit awards granted during 2013 was determined based on the closing market price of the Company's Class A ordinary shares of $57.18 per share on 31 December 2013.

(1)	These amounts represent the aggregate intrinsic value of unvested options at 31 December 2013 based on the closing market price of the Company's Class A ordinary shares of $57.18 per share on that date.

(2)

The amounts disclosed in this column assume that each unearned performance unit award grant is paid out at the target level of performance on 31 December 2013 consistent with the severance entitlement terms under the LTIP. Performance unit awards granted during 2013 will be settled in shares while performance unit awards granted prior to 2013 can be settled in shares, cash or a combination thereof at the Compensation Committee's discretion. The target value of performance unit awards granted during 2013 was determined based on the closing market price of the Company's Class A ordinary shares of $57.18 per share on 31 December 2013.

(3)

We entered into a separation agreement with Mr. Robert effective 10 January 2014. In connection with the separation agreement, Mr. Robert received a payment in the amount of $440,380, the approximate value as of 6 January 2014 of the restricted share awards granted on 1 June 2011 that would have vested if his employment with the Company had continued through 1 June 2014. All other unvested restricted share awards and options were forfeited upon departure from the Company. Additionally, Mr. Robert's eligibility was accelerated for payment of $283,932 annual performance bonus for the 2013 plan year pursuant to the ECIP as disclosed in the "Summary Compensation Table". Performance unit awards granted to Mr. Robert during 2011 were modified to accelerate vesting on the separation date and to pay out subject to achievement of performance metrics on the respective future payout date originally established at the grant-date, as if he remained employed by the Company. All other unvested performance unit awards were forfeited upon departure from the Company.

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(1)	The amounts disclosed in this column represent the dividends earned and paid on the directors' unvested restricted shares and share units during 2013.

(2)

The amounts disclosed in this column represent the aggregate grant-date fair value of restricted share units granted to current directors during 2013 and the incremental fair value of restricted share awards subject to accelerated vesting upon retirement of former directors during 2013. Grant-date fair value for restricted share awards is measured using the market value of our shares on the date of grant as described in Note 8 to our 31 December 2013 audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on 26 February 2014. The amount attributable to the acceleration of vesting of previously granted restricted share awards was based on the $64.02 closing price of the Company's shares on 20 May 2013, the date on which Thomas Kelly and Rita Rodriguez retired from the Board. As of 31 December 2013, the total number of restricted share awards (shares and units) held by each non-executive director was as follows:

(3)	No share options were granted to our directors during 2013. As of 31 December 2013, the total number of share options held by each non-executive director was as follows:

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(4)	The amounts disclosed in this column represent payments made by the Company on the behalf of the directors during 2013 for contributions to group health and welfare insurance and settlement of certain U.K. tax obligations from prior tax year(s).

6.	AN ORDINARY RESOLUTION TO APPROVE THE DIRECTORS' REMUNERATION POLICY.

7.	A NON-BINDING ADVISORY VOTE TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2013.

8.	A NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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9.	A NON-BINDING ADVISORY VOTE TO APPROVE THE REPORTS OF THE AUDITORS AND THE DIRECTORS AND THE U.K. STATUTORY ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2013 (IN ACCORDANCE WITH THE LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES).

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10.	A SPECIAL RESOLUTION TO APPROVE A CAPITAL REORGANISATION TO CONVERT UNDISTRIBUTABLE RESERVES TO DISTRIBUTABLE RESERVES BY WAY OF A REDUCTION OF CAPITAL.

•	part of the Company’s merger reserve in the amount of $3.0 billion be capitalised by issuing newly-created capital reorganisation shares (the "Capital Reorganisation Shares"); and

•	the Capital Reorganisation Shares be cancelled and the $3.0 billion par value of those shares be credited to the Company's distributable reserves.

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11.	A SPECIAL RESOLUTION TO APPROVE THE DISAPPLICATION OF PRE-EMPTION RIGHTS.

	The Board recommends that shareholders vote FOR the approval of disapplication of pre-emption rights.

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	(A) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES:

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•	profitable financial performance;

•	preservation of a strong balance sheet;

•	strategic and opportunistic enhancement of our asset base;

•	positioning assets in markets that offer prospects for long-term growth in profitability;

•	safety performance;

•	operational efficiency; and

•	customer satisfaction.

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•	Vast majority of executive director pay at risk based on annual financial performance and growth in long-term shareholder value

•	50% of the executive director's equity awards subject to achievement of specific performance criteria relative to our performance peer group

•	Executive director share ownership guidelines

•	Minimum holding periods for stock and options until share ownership guidelines are met

•	Compensation clawback that applies to cash and equity awards

•	Prohibitions on the pledging or hedging of company stock

•	Prohibition on buyouts of underwater stock option awards

•	Prohibition on repricing of stock option awards

•	Prohibition on share/option recycling

•	No excise tax gross-ups

•	No single-trigger change-in-control severance benefits

•	No single-trigger vesting of time-based equity awards upon a change-of-control

•	Attract, retain and motivate highly qualified individuals capable of leading us to achieve our business objectives;

•	Pay for performance by providing competitive pay opportunities that result in realized pay which increases when we have strong financial performance and declines when we have weak financial performance; and

•	Ensure alignment with shareholders through an emphasis on long-term equity-based compensation and enforcement of robust share ownership guidelines.

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(1)	The Compensation Committee reserves the right to make payments outside the Remuneration Policy in exceptional circumstances. The Compensation Committee would only use this right where it believes the use is in the best interests of the Company and when it would be impractical to seek prior specific approval of the shareholders of the Company at a general meeting.

(2)

The Company has compensation recoupment policies in place in the ECIP and in our long-term incentive award agreements. Using this authority, the Compensation Committee will seek to claw back or reduce the size of cash incentive awards or proceeds from equity incentive awards for executive directors who violate our Code of Business Conduct Policy, or in the case of certain financial restatements (including application of the provisions of the Sarbanes-Oxley Act of 2002, as amended, in the event of a restatement of our earnings).

(3)	The Compensation Committee also has the discretion to decrease awards by up to 25% below the Ensco Cash Incentive Plan formula-derived awards.

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•	make additional exit payments by way of settlement or compromise of any claim arising in connection with the termination of an executive director's office or employment;

•	pay an annual bonus for the financial year in which the relevant executive director ceases to hold office with the Company;

•	retain or accelerate the vesting of unvested restricted stock units, restricted stock awards, unvested stock options and/or unvested performance units (subject to achievement of performance metrics); and

•	make other payments such as legal fees or outplacement costs, if considered commercially appropriate.

•	scheme of arrangement;

•	a statutory merger;

•	a statutory consolidation; or

•	a sale of all of the assets of the Company, or sale, pursuant to any agreement with the Company, of securities of the Company pursuant to which the Company is or becomes a wholly-owned subsidiary of another company after the effective date of the reorganisation.

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•	the executive director is assigned to any position which is not at least equivalent to the executive director’s prior duties, responsibilities and status immediately prior to the change in control, without the executive director’s written consent;

•	a reduction of the executive director's base salary or of any bonus compensation formula applicable to him or her immediately prior to the change in control;

•

a failure to maintain any of the employee benefits to which the executive director is entitled at a level substantially equal to or greater than the value to him or her (including participant's dependents) of those employee benefits in effect immediately prior to the change in control or the taking of any action that would materially affect the executive director's participation in or reduce the participant's benefits under such plans;

•	the failure to permit the same number of paid vacation days and leave that the executive director was entitled to immediately prior to the change in control; or

•

requiring the executive director who is based in the office of ENSCO International Incorporated in Houston, Texas on the date of a change in control to be based anywhere other than within a 50-mile radius of the ENSCO International Incorporated office in Houston, Texas, except for required travel or business to an extent substantially consistent with the participant's business travel obligations immediately prior to the change in control.

•	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 shares that, together with shares held by such person or group, constitutes more than 50% of the total voting power of the shares; or

•	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.

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•

Awards of time-vested restricted shares to executives: restricted shares are a common award type among our compensation and performance peer groups and are intended to help encourage retention, facilitate long-term share ownership and further align our Chief Executive Officer with our shareholders' interests. Time-vested restricted shares make up 50% of our Chief Executive Officer's annual equity grant. The other 50% is granted in the form of performance unit awards, which are contingent upon achievement of certain levels of total shareholder return ("TSR") and return on capital employed ("ROCE") relative to our performance peer group.

•	The use of equity for compensating non-executive directors: equity is a common component of non-executive director compensation within our compensation and performance peer groups, where it is widely

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(1)	Grants were made under the Ensco 2005 Long Term Incentive Plan.

(2)	Grants were made under the Pride International Inc. 2004 Directors' Stock Incentive Plan.

(3)	Options vested annually over a four-year period, except as may be deferred during certain specified regular or special blackout periods.

(4)	Options vest annually over a three-year period, except as may be deferred during certain specified regular or special blackout periods.

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(5)	Options vested annually over a two-year period.

(6)	Options were immediately exercisable.

(7)

Thomas L. Kelly II and Rita M. Rodriguez retired from the Board on 20 May 2013. Pursuant to the 2005 LTIP terms, unexercised options remain exercisable for 90 days from the retirement date. As a result, the expiration date for options granted to Mr. Kelly and Dr. Rodriguez on 1 June 2007 became 18 August 2013 (90 days from the retirement date). The options held by Dr. Rodriguez expired on 18 August 2013 as the options were not exercised within the 90-day period.

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(1)	Roxanne J. Decyk and Mary E. Francis CBE were appointed to the Board on 20 May 2013.

(2)	Thomas L. Kelly II and Rita M. Rodriguez retired from the Board on 20 May 2013.

(3)	Taxable benefits provided to our executive director includes the following:

(4)

The executive director amounts disclosed in this column represent the aggregate grant-date fair value of restricted share awards granted during the respective year and bonuses awarded for the respective years pursuant to the ECIP. Amounts disclosed in this column related to annual bonus include amounts voluntarily deferred under the SERP. Mr. Rabun voluntarily deferred 100% of his bonus into his SERP account during 2013 and 2012.

(5)	The amounts disclosed in this column represent cash paid to Mr. Rabun in connection with the settlement of performance unit awards granted during 2011 and 2010 for the respective three-year performance periods. Non-executive directors are not eligible to receive performance unit awards.

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(6)	Other benefits provided to our executive director include the following:

(1)	We selected our Corporate salaried employee population for this comparison due to the duties of these employees, the locations where they work and the structure of their remuneration.

(2)	We selected our Corporate salaried employee population eligible to receive overseas allowances for this comparison due to the nature of taxable benefits. Certain employees who relocated and became eligible to receive overseas allowances during the fiscal year ended 31 December 2013 were excluded from this comparison.

(3)	We selected our employee population that is eligible to receive annual equity awards and earn annual cash bonuses for this comparison because it is considered to reflect the appropriate structure of remuneration pertaining to annual incentives.

(1)	Capital Expenditures consist of expenditures on new rig construction, rig enhancement and minor upgrades and improvements. A substantial portion of our projected cash flows will continue to be invested in the expansion and enhancement of our fleet of drilling rigs. Given the level of importance, capital expenditures were included in the table above.

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(1)	Restricted share awards and units generally vest at rates of 20% or 33% per year, as determined by the Compensation Committee, and are not subject to further performance conditions. The end of period date noted in the table above refers to the date on which all restricted share awards and units for the grant identified have vested.

(2)	Restricted share awards vest (restrictions lapse) at a rate of 10% each year over a ten-year period from the grant date.

(3)	Restricted share awards vested (restrictions lapsed) at a rate of 20% each year over a five-year period from the grant date.

(4)	Restricted share awards vest (restrictions lapse) at a rate of 33.3% each year over a three-year period from the grant date.

(5)	Restricted share awards granted to non-executive directors vest (restrictions lapse) at a rate of 20% each year from the grant date over a five-year period or upon retirement from our Board.

(6)	Restricted share units granted to non-executive directors vest (restrictions lapse) at a rate of 33.3% each year over a three-year period or upon retirement from our Board.

(7)	Thomas L. Kelly II and Rita M. Rodriguez retired from the Board on 20 May 2013.  Pursuant to the 2005 LTIP terms, all unvested restricted share awards accelerated vesting on the retirement date.

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(1)	Performance unit awards are measured over a three-year performance period. Any amounts earned under the performance unit awards are not payable until after the close of the performance period. Performance awards are subject to forfeiture if the recipient leaves the Company prior to award payout.

(2)

Grant-date fair value for performance unit awards is measured using the estimated probable payout on the date of grant. The performance unit awards are based upon financial performance measurements, each measured over the three-year performance period. The awards granted during 2013 are denominated in Company shares and will be settled in Company shares upon attainment of specified performance goals based on relative TSR and relative ROCE. The awards granted prior to 2013 may be settled in Company shares, cash or combination thereof at the Compensation Committee's discretion upon attainment of specified performance goals based on relative TSR, relative ROCE and absolute ROCE. The goals for the performance unit awards granted have three performance bands: a threshold, a target and a maximum. If the minimum threshold for the respective financial performance measure is not met, no amount will be paid for that component. Payments are calculated using straight-line interpolation for performance between the threshold and target and between the target and maximum for each component.

(3)

In respect of the performance unit awards, TSR is defined as dividends paid during the performance period plus the ending share price of the performance period minus the beginning share price of the performance period, divided by the beginning share price of the performance period. Beginning and ending share prices are based on the average closing prices during the quarter preceding the performance period and the final quarter of the performance period, respectively. ROCE is defined as net income, adjusted for any nonrecurring gains and losses, plus after-tax net interest expense, divided by total equity as of 1 January of the respective year plus the average of the long-term debt balances as of 1 January and 31 December of the respective year.

(4)

The Company's relative performance is evaluated against a group of nine performance peer companies, consisting of Atwood Oceanics, Inc., Diamond Offshore Drilling, Inc., Helmerich & Payne, Inc., Hercules Offshore, Inc., Nabors Industries Ltd., Noble Corporation, Parker Drilling Company, Rowan Companies plc and Transocean Ltd. If the group decreases in size during the performance period as a result of mergers, acquisitions or economic conditions, the applicable multipliers will be adjusted to pre-determined amounts based on the remaining number of performance peer group companies for the two relative performance measures.

(5)	The performance unit award for the performance period beginning 1 January 2011 and ending 31 December 2013 is expected to be paid in cash in April 2014, subject to the Compensation Committee's final review and approval.

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