GLOBALSANTAFE CORP
GLOBALSANTAFE MANAGEMENT ANNUAL INCENTIVE PLAN
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<TYPE>EX-10.2
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<FILENAME>h96706ex10-2.txt
<DESCRIPTION>GLOBALSANTAFE MANAGEMENT ANNUAL INCENTIVE PLAN
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                                                                    EXHIBIT 10.2

                            GLOBALSANTAFE CORPORATION
                    MANAGEMENT ANNUAL INCENTIVE PLAN FOR 2002


PURPOSE AND PARTICIPANTS

The purpose of the Management Annual Incentive Plan for 2002 is to provide
management employees of GlobalSantaFe Corporation and its subsidiaries with
effective incentives in respect of their service during 2002. The plan does this
by focusing management on and rewarding performance that is superior when
evaluated against the company's own internal performance measures and against
measures of performance relative to other companies in GlobalSantaFe's industry
peer group, particularly in areas that enhance shareholder value. All management
employees of GlobalSantaFe Corporation and its subsidiaries in salary grades 40
and above are eligible to participate in the plan, although such eligibility
shall not create or imply any promise or other obligation of GlobalSantaFe
Corporation or any of its subsidiaries or any right of any individual employee
or of the collective employees of GlobalSantaFe Corporation and its
subsidiaries.


THE PLAN

THE TARGET BONUS POOL. A target bonus pool will be calculated as the sum of all
the eligible participants' target award amounts. Each participant's target award
amount will be calculated as the product of the participant's base pay for 2002
times the target bonus percentage for his salary grade, as indicated in Table A.
The resulting amounts for all participants in all eligible salary grades will be
added to arrive at the pool's base dollar amount. The total base dollar amount
will then be allocated to the performance measures listed in Table B, based on
the percentages listed opposite the two measures.

PERFORMANCE MEASURES. The pool is based on two objective measures, one of which
is an internal measure and one of which is a measure of performance relative to
other companies in GlobalSantaFe's industry peer group. The two measures for
2002 are: 1) consolidated operating cash flow compared to budget; and 2)
consolidated return on assets (net income relative to the fair market value of
consolidated assets) compared to the company's peers. The operating cash flow
measure is targeted to comprise 70% of the total bonus pool, and the return on
assets measure, 30%. A specific goal has been set for each of the two
performance measures, such that exactly meeting the goal will result in
authorization to pay 100% of the base dollar amount allocated to that
performance measure. If the goal is not fully met, then a percentage between 0%
and 100%, the exact percentage dependent on the exact amount of the shortfall,
of that measure's base amount will be authorized for bonus awards. If the goal
is exceeded, then a percentage between 100% and a maximum 200%, the exact
percentage dependent on the exact amount by which the goal is exceeded, of that
measure's base dollar amount will be authorized.


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DETERMINATION OF INDIVIDUAL BONUSES. At its first meeting in 2003, the
Compensation Committee of the Board of Directors of GlobalSantaFe Corporation
will certify the level of 2002 performance achieved under the plan's performance
measures. The appropriate multiplier for each measure, determined from Table B
in the attachment, will then be applied to the base dollar amount allocated to
that measure, and the resulting amounts for each measure will be added to
determine the total amount authorized for bonuses from the pool.

Individual bonuses will be based on individual merit. In the instance of the
five most highly-paid executive officers, 80% of their target bonus awards, as
listed in Table A, are designed to be based on company performance, per the two
objective performance measures described above, and 20% of their target bonus
awards are designed to be based on individual achievement toward strategic goals
of the company. Bonuses will be paid in cash or, at the Compensation Committee's
discretion, can be paid in shares of GlobalSantaFe Corporation common stock in
lieu of cash (applicable withholding taxes being paid in cash).


RESPONSIBILITY AND AUTHORITY

The Chief Executive Officer and the Senior Vice President, Human Resources and
Corporate Affairs of GlobalSantaFe Corporation will take all such actions, do
all such things, make all such payments, and sign and deliver all such documents
and instruments as either or both of them may at any time or from time to time
deem necessary or desirable in order to implement this plan.



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                                     Table A

<Table>
<Caption>

                                           TARGET BONUS

                        SALARY              PERCENT OF
                        GRADES                SALARY
                        ------              ----------
<S>                                         <C>
                         40-42                  35%
                         43-46                  40%
                    Senior Officers           60%-65%
                     CEO/Chairman              100%
</Table>



                                     Table B

<Table>
<Caption>

       PERFORMANCE        PERCENTAGE OF                FACTORS DETERMINING
         MEASURE          TARGET BONUS         PERFORMANCE MEASURE MULTIPLIER(1)
       -----------        ------------         ---------------------------------
<S>                       <C>              <C>                                                 <C>        <C>        <C>
      Consolidated                         Company Performance as Percentage of Budget         <=64%       100%       136%
        Operating             70%                                                                                      +
       Cash Flow                           Performance Measure Multiplier                         0        1.0        2.0

      Consolidated                         Company Performance vs. Peer Group(2)               <=25th       75th     >=90th
        Return on             30%                                                              Pctile     Pctile      Pctile
         Assets                            Performance Measure Multiplier                         0        1.0        2.0

                             100 %
</Table>

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(1)  Performance between percentiles is based on straight-line interpolation.

(2)  Peer group companies are: Diamond Offshore Drilling, ENSCO International,
     Nabors Industries, Noble Drilling, Pride International, Rowan Companies,
     and Transocean Sedco Forex.

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