On November 2, 2009, the Nominating, Governance and Compensation Committee (the "Committee") of the Board of Directors (the "Board") of ENSCO International Incorporated (the "Company") approved forms of indemnification agreements for the Company's directors and executive officers and authorized the Company to enter into the indemnification agreements with each such director and executive officer. The agreements supplement the indemnification rights under the Company's amended and restated certificate of incorporation and restated bylaws and are intended to clarify that such rights are contract rights notwithstanding any subsequent amendment to such certificate of incorporation or bylaws. The agreements provide, among other things, for mandatory indemnification against liabilities as well as mandatory advancement and reimbursement of all reasonable expenses that may be incurred by the indemnitees in various legal proceedings arising out of their service as directors and executive officers to the fullest extent authorized by the General Corporation Law of the State of Delaware and any amendments thereto.

The indemnification agreements also set out the process for determining entitlement to indemnification, the conditions to advancement of expenses, the procedures for enforcement of indemnification rights, the limitations on indemnification and requirements relating to the notice and defense of claims for which indemnification is sought.

The foregoing summary is not complete and is qualified in its entirety by reference to the forms of indemnification agreements including (i) form of indemnification agreement with non-employee directors, (ii) form of indemnification agreement with executive officers, (iii) form of indemnification agreement with Daniel W. Rabun and (iv) form of indemnification agreement with John Mark Burns, copies of which are attached as Exhibits 10.1 through 10.4 to this Current Report on Form 8-K and incorporated into this report by reference.

ENSCO International Incorporated 2005 Long-Term Incentive Plan

On November 3, 2009, the Board approved amendments to the Company's 2005 Long-Term Incentive Plan (as amended, the "LTIP") to, among other things, effective as of November 3, 2009: (i) in addition to other forms of awards available under the LTIP, provide for a type of performance award ("Performance Unit Awards") payable in shares of common stock of the Company, cash or the combination of the above upon attainment of specified performance goals (the "Performance Goals") based on relative Total Stockholder Return ("TSR") and absolute and relative Return on Capital Employed ("ROCE") and (ii) clarify and revise the circumstances for payout of a participant's awards under the LTIP upon a change in control of the Company.

The inclusion of Performance Unit Awards in the LTIP constituted culmination of a project that began in early 2009 pursuant to which the Committee, working in conjunction with its compensation consultants Pearl, Meyer & Partners, decided to implement a long-term (three-year) performance-based compensation program that initially would be applicable to certain of the Company's executive officers and would be based upon three financial performance measurements, two of which would be on a relative basis with reference to a defined group of peer companies and one of which would be on an absolute basis. Following due consideration during Committee meetings held in April, May and August 2009, the LTIP amendments were finalized during the Committee meetings held on November 2 and November 3, 2009 and approved by the Board on November 3, 2009.

Under the LTIP, if a participant was granted a Performance Unit Award for a Performance Period (as defined in the LTIP) and his or her employment with the Company terminates during the Performance Period by reason of death, permanent or total disability or retirement, the specific targets related to the participant's Performance Goals for that period will be deemed to have been achieved to the target level of performance. If a participant resigns before his or her normal retirement age or is terminated for any reason before the participant's Performance Unit Award is certified by the Committee, he or she will forfeit all unpaid amounts under the LTIP. Notwithstanding the foregoing, if a participant's employment is terminated without cause or the participant resigns for good reason within the two-year period following a change in control of the Company, the specific targets related to the participant's Performance Goals for that period will be deemed to have been achieved to the target level of performance. Breaches by a participant of the Company's Code of Business Conduct (Ethics) Policy and certain other violations could result in disqualification of a participant from earning the Performance Unit Awards or receiving payments thereunder.

The foregoing summary is not complete and is qualified in its entirety by reference to the LTIP, a copy of which is attached as Exhibit 10.5 to this Current Report on Form 8-K and incorporated into this report by reference.

As respects the initial Performance Unit Awards, the Executive Compensation Subcommittee of the Committee decided to implement the three-year cycle so that the Performance Unit Award payments would commence on a scaled basis during 2010. As respects the Chief Executive Officer, the awards were approved by the Executive Compensation Subcommittee on November 3, 2009, following consultation with, and concurrence by, the Company's independent directors in accordance with the provisions of the Committee Charter.

On November 3, 2009, the Executive Compensation Subcommittee of the Committee established the Performance Period, Performance Goals and amounts of three Performance Unit Awards under the LTIP for certain executive officers of the Company, including Messrs. Daniel W. Rabun, William S. Chadwick, Jr. and James W. Swent III. The Performance Unit Awards are based on TSR and ROCE. The first Performance Unit Awards were granted under the LTIP for the Performance Period beginning January 1, 2007 and ending December 31, 2009 as follows:

Performance Unit Awards (Performance Period of January 1, 2007 - December 31, 2009)

      Measure       Weight                        Threshold  Target  Maximum

                           Rank                    9 of 11  6 of 11  1 of 11
Relative TSR(1)(3)   50%   Award Multiplier         0.25      1.00     2.33
                           Award $ (Mr. Rabun)     $69,750  $279,000 $650,070
                           Award $ (Mr. Chadwick)  $47,313  $189,250 $440,953
                           Award $ (Mr. Swent)     $25,417  $101,667 $236,883

                           Rank                    9 of 11  6 of 11  1 of 11
Relative ROCE(2)(3)  25%   Award Multiplier         0.25      1.00     2.33
                           Award $ (Mr. Rabun)     $34,875  $139,500 $325,035
                           Award $ (Mr. Chadwick)  $23,656  $94,625  $220,476
                           Award $ (Mr. Swent)     $12,708  $50,833  $118,442

                           Percentage Achieved       8%       12%      >18%
Absolute ROCE(2)     25%   Award Multiplier         0.00      1.00     2.33
                           Award $ (Mr. Rabun)       $0     $139,500 $325,035
                           Award $ (Mr. Chadwick)    $0     $94,625  $220,476
                           Award $ (Mr. Swent)       $0     $50,833  $118,442

The second Performance Unit Awards were granted under the LTIP for the Performance Period beginning January 1, 2008 and ending December 31, 2010 as follows:

Performance Unit Awards (Performance Period of January 1, 2008 - December 31, 2010)

      Measure       Weight                        Threshold  Target   Maximum

                           Rank                    9 of 11  6 of 11   1 of 11
Relative TSR(1)(3)   50%   Award Multiplier         0.25      1.00      2.33
                           Award $ (Mr. Rabun)    $139,500  $558,000 $1,300,140
                           Award $ (Mr. Chadwick)  $94,625  $378,500  $881,905
                           Award $ (Mr. Swent)     $50,833  $203,333  $473,767

                           Rank                    9 of 11  6 of 11   1 of 11
Relative ROCE(2)(3)  25%   Award Multiplier         0.25      1.00      2.33
                           Award $ (Mr. Rabun)     $69,750  $279,000  $650,070
                           Award $ (Mr. Chadwick)  $47,313  $189,250  $440,953
                           Award $ (Mr. Swent)     $25,417  $101,667  $236,883

                           Percentage Achieved       8%       12%       >18%
Absolute ROCE(2)     25%   Award Multiplier         0.00      1.00      2.33
                           Award $ (Mr. Rabun)       $0     $279,000  $650,070
                           Award $ (Mr. Chadwick)    $0     $189,250  $440,953
                           Award $ (Mr. Swent)       $0     $101,667  $236,883

The third Performance Unit Awards were granted under the LTIP for the Performance Period beginning January 1, 2009 and ending December 31, 2011 as follows:

Performance Unit Awards (Performance Period of January 1, 2009 - December 31, 2011)

      Measure       Weight                        Threshold  Target   Maximum

                           Rank                    9 of 11  6 of 11   1 of 11
Relative TSR(1)(3)   50%   Award Multiplier         0.25      1.00      2.33
                           Award $ (Mr. Rabun)    $209,250  $837,000 $1,950,210
                           Award $ (Mr. Chadwick) $141,938  $567,750 $1,322,858
                           Award $ (Mr. Swent)     $76,250  $305,000  $710,650

                           Rank                    9 of 11  6 of 11   1 of 11
Relative ROCE(2)(3)  25%   Award Multiplier         0.25      1.00      2.33
                           Award $ (Mr. Rabun)    $104,625  $418,500  $975,105
                           Award $ (Mr. Chadwick)  $70,969  $283,875  $661,429
                           Award $ (Mr. Swent)     $38,125  $152,500  $355,325

                           Percentage Achieved       8%       12%       >18%
Absolute ROCE(2)     25%   Award Multiplier         0.00      1.00      2.33
                           Award $ (Mr. Rabun)       $0     $418,500  $975,105
                           Award $ (Mr. Chadwick)    $0     $283,875  $661,429
                           Award $ (Mr. Swent)       $0     $152,500  $355,325

(1) Total Stockholder Return (TSR) is defined as (i) dividends paid during the Performance Period plus the ending share price of the Performance Period minus the beginning share price of the Performance Period, (ii) 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.
(2) Return on capital employed (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 January 1 of the respective year plus the average of the long-term debt balances as of January 1 and December 31 of the respective year.
(3) The Company's relative performance will be evaluated against a group of 10 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, Pride International, Inc., Rowan Companies, Inc. and Transocean Ltd. If the group decreases in size during the Performance Period, as a result of mergers, acquisitions or economic conditions, the following table will be used to determine the appropriate multiplier to be applied to the target award amount for the two relative Performance Goals.

Rank Against Multiplier Multiplier Multiplier Multiplier

     Peers     (10 Peers) (9 Peers)  (8 Peers)  (7 Peers)
       1          2.33       2.33       2.33       2.33
       2          2.04       2.00       2.00       1.95
       3          1.78       1.70       1.66       1.55
       4          1.52       1.40       1.33       1.15
       5          1.26       1.10       1.00       0.85
       6          1.00       0.90       0.70      0.425
       7          0.75       0.60       0.35       0.00
       8          0.50       0.30       0.00       0.00
       9          0.25       0.00       0.00
       10         0.00       0.00
       11         0.00

The rankings
for Relative TSR
and Relative ROCE
include a
corresponding
multiplier set
forth in footnote
(3) above that will be applied to the Target award amount to determine the actual award earned based on the Company's rank among the peer companies. The multiplier for Absolute ROCE performance will be prorated between Threshold and Target and between Target and Maximum, as applicable.

The foregoing
summary is not
complete and is
qualified in its
entirety by
reference to the
terms of the Form
of Ensco
Performance-Based
Long-Term
Incentive Award
Summary, a copy
of which is
attached as
Exhibit 10.6 to
this Current
Report on Form
8-K and
incorporated into
this report by
reference, and
the Form of ENSCO
International
Incorporated 2005
Long-Term
Incentive Award
Terms and
Conditions
Acceptance
Agreement, a copy
of which is
attached as
Exhibit 10.7 to
this Current
Report on Form
8-K and
incorporated into
this report by
reference.

Item
9.01 Financial Statements and Exhibits.

(d) Exhibits

    Exhibit
    Number



    10.1         ENSCO International Incorporated Form of Indemnification Agreement
                 with Non-Employee Directors.


    10.2         ENSCO International Incorporated Form of Indemnification Agreement
                 with Executive Officers.


    10.3         ENSCO International Incorporated Form of Indemnification Agreement
                 with Daniel W. Rabun.


    10.4         ENSCO International Incorporated Form of Indemnification Agreement
                 with John Mark Burns.


    10.5         ENSCO International Incorporated 2005 Long-Term Incentive Plan, as
                 Revised and Restated for Amendments Effective as of November 3,
                 2009.

10.6 Form of Ensco Performance-Based Long-Term Incentive Award Summary.

10.7 Form of ENSCO International Incorporated 2005 Long-Term Incentive Award Terms and Conditions and Acceptance Agreement