ENSCO INTERNATIONAL INC
EXHIBIT 10.3
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<P ALIGN=RIGHT><FONT SIZE="-1">Exhibit 10.3</FONT></P>

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<TR><TD><H1 ALIGN=CENTER><FONT SIZE=3><B>AMENDMENT TO THE<BR>ENSCO
INTERNATIONAL INCORPORATED<BR>2005 LONG-TERM INCENTIVE PLAN</B></FONT></H1></TD></TR>

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<P><FONT SIZE="-1"><BR>WHEREAS, the Board of Directors of ENSCO International Incorporated,
a Delaware corporation, (the
"Company") adopted the ENSCO International Incorporated 2005 Long-Term Incentive Plan effective January
1, 2005, (which is referred to herein as the "Plan"), and</FONT></P>

<P><FONT SIZE="-1">WHEREAS the Board of Directors of the Company has approved this Amendment to the Plan effective as
of the 31st day of May, 2006 in order to (i) revise the provisions of the Plan regarding withholding
upon exercise of stock options and restricted stock issued pursuant to the Plan as provided hereinbelow,
and (ii) provide for a participant's right to designate a beneficiary to succeed to certain rights under
the Plan in the event of his or her death, which amendment conforms to a corresponding provision of the
Company's 1998 Incentive Plan, as amended.</FONT></P>

<P><FONT SIZE="-1">NOW, THEREFORE, pursuant to a resolution of the Board of Directors of the Company unanimously
adopted and approved on the 9th day of May, 2006, the Plan hereby is amended as follows:</FONT></P>

<P><FONT SIZE="-1">1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2 is amended by adding the following new definitions:</FONT></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><U>Employee Taxes</U></B>"
shall mean any federal, state, and local income taxes and/or other taxes imposed by
the Host Country and/or country of the Participant's residence.</FONT></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<B><U>Host Country</U></B>"
shall mean the country or residence of the Company or its Subsidiary which has the
legal relationship of employer and employee with the Employee.</FONT></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U><B>Tax Equalization</B></U>"
or "<B><U>Hypothetical Tax</U></B>" shall mean the methodology established by the Company,
either through general personnel policies or specific agreement, to neutralize, in whole or in part, the
tax consequences to Employees assigned to locations outside of the Employee's home country.</FONT></P>

<P><FONT SIZE="-1">2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 3(b)(xiii)
is amended in its entirety to read as follows:</FONT></P>

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     <TD WIDTH=5% ALIGN=LEFT><FONT SIZE="-1">(xiii)</FONT></TD>
     <TD WIDTH=90% ALIGN=LEFT><FONT SIZE="-1">To establish procedures
whereby a number of Shares may be withheld from the total number of Shares
to be issued upon exercise of an Option, or surrendered by a Participant in connection with the exercise
of an Option or the vesting of any Restricted Stock Award, to meet the obligation of the Company or any
of its Subsidiaries with respect to withholding of Host Country or country of the Participant's
residence or citizenship, if applicable, Employee Taxes incurred by the Participant upon such exercise
or vesting or to meet the obligation of the Participant, if any, to the Company or any of its
Subsidiaries under the Company's Tax Equalization or Hypothetical Tax policies or specific agreements
relating thereto.</FONT></TD></TR>

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<P><FONT SIZE="-1">3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6(m) is amended in its entirety to read as follows:</FONT></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Disqualifying
Disposition</U></B>.  The Stock Option Agreement evidencing any ISO granted under this Plan
shall provide that if the Optionee makes a disposition, within the meaning of Section 424(c) of the
Code, of any Share or Shares issued to him or her pursuant to the exercise of the ISO within the two-(2)
year period commencing on the day after the Date of Grant of such Option or within the one-(1) year
period commencing on the day after the date of transfer of the Share or Shares to him or her pursuant to
the exercise of such Option, he or she shall, within ten (10) days of such disposition, notify the
Company thereof and immediately deliver to the Company any amount of federal, state and/or income tax
withholding required by law.</FONT></P>

<P><FONT SIZE="-1">4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 8 is amended
in its entirety to read as follows:</FONT></P>

<P ALIGN=CENTER><B>SECTION 8<BR>ISSUANCE OF SHARES; TAX WITHHOLDING; FOREIGN AWARDEES</B></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Issuance of Shares</U></B>.&nbsp;&nbsp;As
a condition to the transfer of any Shares issued under this Plan, the
Company may require an opinion of counsel, satisfactory to the Company, to the effect that such transfer
will not be in violation of the Securities Act of 1933, as amended, or any other applicable securities
laws, rules or regulations, or that such transfer has been registered under Federal and all applicable
state securities laws and other non-United States registration laws, rules and regulations the Committee
deems applicable and for which, in the opinion of legal counsel for the Company, there is no exemption
from the registration requirements of such laws, rules or regulations available for the issuance and
sale of such Shares.  The Company may refrain from delivering or transferring Shares issued under this
Plan until the Committee has determined that the Participant has tendered to the Company any and all
applicable Employee Taxes owed by the Participant as the result of the receipt of an Award, the vesting
of an Award, the exercise of an Option or the disposition of any Shares issued under this Plan, in the
event that the Company reasonably determines that it might have a legal liability to satisfy such taxes
and/or any amounts owed to the Company under the Company's Tax Equalization or Hypothetical Tax policies
or specific agreements relating thereto.  The Company shall not be liable to any person or entity for
damages due to any delay in the delivery or issuance of any stock certificate evidencing any Shares for
any reason whatsoever.</FONT></P>

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<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Tax Withholding</U></B>.&nbsp;&nbsp;Each
Participant shall, no later than the date as of which the value of any Award
or any Shares or other amounts received thereunder first becomes includable in the gross income of such
Participant for Employee Taxes, pay to the Company or its designee, or make arrangements satisfactory to
the Committee regarding payment of, any and all such taxes of any kind required to be withheld with
respect to such income and any amounts owed to the Company under the Company's Tax Equalization or
Hypothetical Tax policies or specific agreements relating thereto.  The Company or its designee and its
Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant and to require any payments necessary in order to
enable it to satisfy its withholding obligations.  Subject to approval by the Committee, a Participant
may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the
Company or its designee to withhold from Shares to be issued pursuant to any Award, a number of Shares
with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the
withholding amount due, or (ii) transferring to the Company or its designee Qualifying Shares owned by
the Participant with an aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due.</FONT></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Foreign
Awardees</U></B>.&nbsp;&nbsp;Without amending this Plan, the Committee may grant Awards to eligible persons
who are foreign nationals on such terms and conditions different from those specified in this Plan as
may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of
the purposes of this Plan and, in furtherance of such purposes, the Committee may make such
modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply
with the provisions of laws and regulations in other countries or jurisdictions in which the Company or
its Subsidiaries operate.</FONT></P>

<P><FONT SIZE="-1">5)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 13(d)
is amended in its entirety to read as follows:</FONT></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Death
of a Participant</U></B>.&nbsp;&nbsp;In the event a Participant's death occurs during the term of an Option held
by such Participant and, on the date of death, the Participant was a Non-Employee Director or Employee
(and, for ISOs, at the time of death, the Participant was an Employee and had been an Employee since the
Date of Grant), the Option may be exercised in whole or in part to the extent that the Participant was
entitled to exercise it on such date, but only until the earlier of the date (i) the Option held by the
Participant expires, or (ii) twelve (12) months from the date of the Participant's death, by the
individual designated by the Participant pursuant to <U>Section 13(g)</U> as his or her beneficiary, or by the
executor or administrator of the Participant's estate if the default provisions of <U>Section 13(g)</U> become
applicable.  To the extent the Option is not entitled to be exercised on the date of the Participant's
death, or if the Option is not exercised within the time specified herein, such Option shall terminate.
Unless otherwise provided in the applicable Restricted Stock Award Agreement, if a Participant's
employment is terminated during a Restriction Period because of death, the Committee may provide for an
earlier payment in settlement of such Award in such amount and under such terms and conditions as the
Committee deems appropriate and such payment shall be made to the individual designated by the
Participant pursuant to <U>Section 13(g)</U> as his or her beneficiary, or to the executor or administrator of
the Participant's estate if the default provisions of <U>Section 13(g)</U> become applicable.</FONT></P>

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<P align="center"><FONT size="-1"><BR>&nbsp;3
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<P><FONT SIZE="-1">6)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
13(f) of the Plan is amended in its entirety to read as follows:</FONT></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Non-Transferability
of Awards</U></B>.&nbsp;&nbsp; No Award granted under this Plan may be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner other than (i) by a then-effective beneficiary
designation or the default provisions of Section 13(g) in the event of a Participant's death, or (ii) in
the case of any holder after the Participant's death, only by will or by the laws of descent and
distribution.  No Award granted under this Plan is assignable by operation of law or subject to
execution, attachment or similar process.  Any Award granted under this Plan can only vest or be
exercised by such Participant during the Participant's lifetime.  Any attempted sale, pledge,
assignment, hypothecation or other transfer of the Award contrary to the provisions hereof and the levy
of any execution, attachment or similar process upon the Award shall be null and void and without force
or effect.  No transfer of the Award pursuant to the default provisions of <U>Section 13(g)</U>, shall be
effective to bind the Company unless the Company shall have been furnished such evidence as the
Committee may deem necessary to establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of the Award.  The terms of any Award transferred
pursuant to a then-effective beneficiary designation or, if applicable, the default provisions of
<U>Section 13(g)</U>, shall be binding upon the executors, administrators, heirs and successors of the
Participant.</FONT></P>

<P><FONT SIZE="-1">7)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
new Section 13(g) is added to the Plan to read as follows:</FONT></P>

<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Designation
of Beneficiary</U></B>.  A Participant shall be required by the terms and conditions acceptance
agreement applicable to any Award to designate a primary and contingent beneficiary who shall in the
event of the Participant's death (i) succeed to the Participant's right to exercise his or her Options
under the terms and during the period specified in <U>Section 13(d)</U>, and (ii) become entitled to any
settlement of the Participant's Restricted Stock Award under <U>Section 13(d)</U>.  The designation of
beneficiary will control the exercise rights, if any, with respect to all outstanding Options the
Participant holds on the date of his or her death and the entitlement to settlement, if any, under all
outstanding Restricted Stock Awards the Participant holds on the date of his or her death, as well as
under all other awards held by the Participant on the date of his or her death that were granted under
the ENSCO International Incorporated 1998 Incentive Plan, the ENSCO International Incorporated 1996
Non-Employee Directors Stock Option Plan, and the ENSCO International Incorporated 2000 Stock Option
Plan.  If the primary beneficiary and contingent beneficiary, if any, designated by the Participant in
his or her then-effective beneficiary designation predecease the Participant, the executor or the
administrator of the Participant's estate shall succeed to the Participant's rights described in this
<U>Section 13(g)</U>.  A Participant may only have one applicable beneficiary designation on file with the
Company with regard to Options and Restricted Stock Awards.  A Participant may revoke any designation of
beneficiary on file with the Director-Compensation &amp; Benefits of the Company by filing a new designation
of beneficiary with the Director-Compensation &amp; Benefits.  The most recent designation of beneficiary
filed by a Participant with the Director-Compensation &amp; Benefits will supersede any previously filed
designation of beneficiary.</FONT></P>

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<P align="center"><FONT size="-1"><BR>&nbsp;4
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<P><FONT SIZE="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officer, has caused this
Amendment to be executed effective as of the 31st day of May, 2006.<BR>&nbsp;</FONT></P>

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<TR><TD><FONT SIZE="-1">ENSCO INTERNATIONAL INCORPORATED</FONT><BR><BR>
<FONT SIZE="-1"><BR><BR><U>/s/&nbsp;&nbsp;Charles A. Mills
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
By:&nbsp;&nbsp;Charles A. Mills<BR>
Its:&nbsp;&nbsp;Vice President - Human Resources and Security</FONT></TD></TR>

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