Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 26, 2009, pursuant to the previously announced Agreement and Plan of Merger, Reorganization and Consolidation, dated as of December 19, 2008 (as amended, the "Merger Agreement"), among Noble Corporation, a Cayman Islands Company ("Noble-Cayman"), Noble Corporation, a Swiss corporation ("Noble-Switzerland"), and Noble Cayman Acquisition Ltd., a Cayman Islands company and a wholly-owned subsidiary of Noble-Switzerland ("Noble-Acquisition"), Noble-Cayman merged by way of schemes of arrangement under Cayman Islands law (the "Schemes of Arrangement") with Noble-Acquisition, with Noble-Cayman as the surviving company (the "Transaction"). Under the terms of the Schemes of Arrangement, each holder of Noble-Cayman ordinary shares outstanding immediately prior to the Transaction received, through an exchange agent, one Noble-Switzerland registered share in exchange for each outstanding Noble-Cayman ordinary share.
As a result of the Transaction, the rights of Noble-Cayman shareholders (who are now Noble-Switzerland shareholders) are governed by Noble-Switzerland's articles of association and by-laws, which are filed as Exhibits 3.1 and 3.2, respectively, to Noble-Switzerland's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2009 (the "March 27, 2009 Form 8-K") and are incorporated by reference herein. The descriptions of Noble-Switzerland's articles of association and by-laws contained under the caption "Description of Noble-Switzerland Shares" in the March 27, 2009 Form 8-K are incorporated by reference herein.
Pursuant to the Merger Agreement, Noble-Cayman amended and restated its memorandum and articles of association effective March 27, 2009. On March 30, 2009, Noble-Cayman amended and restated its memorandum and articles of association to replace the provisions of Article 44 related to indemnification and limitation of liability. The amended and restated memorandum and articles of association (as of March 30, 2009) are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

EXHIBIT NUMBER DESCRIPTION 3.1 - Memorandum and Articles of Association of Noble Corporation.

---