(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:

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(4)	Date Filed:

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1.	To re-elect the nine Directors named in the accompanying proxy statement to serve until the 2016 Annual General Meeting of Shareholders.

2.	To authorise the Board of Directors to allot shares, the full text of which can be found in "Resolution 2" of the accompanying proxy statement.

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 2015.

4.

To appoint KPMG LLP as our 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). We note that the current audit firm KPMG Audit Plc will not be seeking reappointment at the Meeting and instead KPMG LLP, a sister entity, will be recommended to the shareholders to become our auditor in the future. KPMG Audit Plc has instigated an orderly wind down of business, and as such all client activity is being transferred.

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

6.	To approve an Amendment to the ENSCO 2012 Long-Term Incentive Plan and to approve the Performance-Based Provisions of the Plan pursuant to U.S. Internal Revenue Code, as amended ("Internal Revenue Code") Section 162(m).

7.	To approve the Performance-Based Provisions of the ENSCO 2005 Cash Incentive Plan pursuant to Internal Revenue Code Section 162(m).

8.	To cast a non-binding advisory vote to approve the Directors' Remuneration Report for the year ended 31 December 2014 (excluding the Directors' Remuneration Policy).

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

10.	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 2014 (in accordance with legal requirements applicable to U.K. companies).

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 Ensco’s best-ever performance in total recordable incident rate ("TRIR"), a key metric used industry-wide to measure safety.

•	Revenues and Operational Performance: We achieved record operating revenues; average dayrates and operational utilization improved year-over-year.

•	Customer Service: We were rated #1 in our industry in total customer satisfaction for a fifth consecutive year.

•	Strategy: We sold eight non-core assets during 2014 for gross proceeds of $311 million.

•	CEO Transition: Mr. Trowell joined Ensco as our CEO and President on 2 June 2014, replacing Mr. Rabun, whose planned retirement after eight years as our CEO and President was announced in November 2013.

•	Separation of CEO and Chairman Roles: Upon Mr. Trowell’s appointment as our CEO and President, Mr. Rabun continued to serve as Chairman of the Board. Upon Mr. Rabun’s retirement at the Meeting, Mr. Rowsey is expected to be appointed as Chairman, continuing our transition to an independent Chairman.

•	Corporate Governance Award: In November 2014, Ensco won the “Best Overall Corporate Governance International” prize at the annual Corporate Governance Awards sponsored by Corporate Secretary magazine, in recognition of significant enhancements to our governance policies and practices.

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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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•	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, 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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26.	Does Ensco have a policy about Directors' attendance at the Meeting?

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(1)	As of 23 March 2015, there were 234,337,672 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 23 March 2015 by exercise of share options as follows: Mr. Trowell—0; Mr. Rabun—121,164; Mr. Swent—3,510; Mr. Burns—40,776; Mr. Lowe—40,776; Mr. Brady—0; Mr. Clark—0; Ms. Decyk— 0; Mrs. Francis—0; Mr. Gaut—0; Mr. Haddock—0; Mr. Kalman—0 Mr. Rattie—0; Mr. Rowsey—0; and all current directors and executive officers as a group—221,904.

(3)

Based on the Schedule 13G filed on 11 February 2015, The Vanguard Group in its capacity as investment advisor, may be deemed to be the beneficial owner of 18,682,018 shares, which are owned of record by clients of The Vanguard Group as of 31 December 2014. The Vanguard Group reports shared dispositive power over 349,912 shares, sole voting power over 369,418 shares and sole dispositive power over 18,332,106 shares as of 31 December 2013.

(4)	Based on the Schedule 13G filed on 9 February 2015, BlackRock, Inc. in its capacity as investment advisor, may be deemed to be the beneficial owner of 14,341,165 shares, which are owned of record by clients of BlackRock, Inc. as of 31 December 2014. BlackRock, Inc. reports sole voting power over 12,775,027 and sole dispositive power over 14,341,165 shares as of 31 December 2014.

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

(6)	Mr. Haddock has pledged 9,574 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 AUTHORISING 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 $7,810,242.

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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 2015.

4.	AN ORDINARY RESOLUTION TO APPOINT KPMG LLP 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 LLP'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;

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

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•	no involvement in activities or interests that create a conflict with the director's responsibilities to us and/or 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 Chairman leads 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 Chairman also:

◦	manages the process by which Board meeting agendas and meeting schedules are approved;

◦	advises the Chief Executive Officer as to the quality, quantity and timeliness of the information submitted to the Board by the Company's management;

◦	develops the agendas for executive sessions of the Board's independent directors;

◦	serves as principal liaison between the independent directors and the Chief Executive Officer in respect of Board issues; and

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◦	participates in recommendations regarding recruitment of new directors, management succession planning and annual Board performance and Chief Executive Officer evaluations.

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(1)	Mr. Trowell was appointed CEO and President on 2 June 2014.

(2)	Mr. Rabun retired as our CEO and President on 2 June 2014.

•	Safety: We achieved Ensco’s best-ever performance in total recordable incident rate ("TRIR"), a key metric used industry-wide to measure safety.

•	Revenues and Operational Performance: We achieved record operating revenues; average dayrates and operational utilization improved year-over-year.

•	Customer Service: We were rated #1 in our industry in total customer satisfaction for a fifth consecutive year.

•	Strategy: We sold eight non-core assets during 2014 for gross proceeds of $311 million.

•	CEO Transition: Mr. Trowell joined Ensco as our CEO and President on 2 June 2014, replacing Mr. Rabun, whose planned retirement after eight years as our CEO and President was announced in November 2013.

•	Separation of CEO and Chairman Roles: Upon Mr. Trowell’s appointment as our CEO and President, Mr. Rabun continued to serve as Chairman of the Board. Upon Mr. Rabun’s retirement at the Meeting, Mr. Rowsey is expected to be appointed as Chairman, continuing our transition to an independent Chairman.

•	Corporate Governance Award: In November 2014, Ensco won the “Best Overall Corporate Governance International” prize at the annual Corporate Governance Awards sponsored by Corporate Secretary magazine, in recognition of significant enhancements to our governance policies and practices.

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•	NEO base salaries: In February 2014, NEO salaries increased an average of 5.0% during 2014 to help maintain alignment with the competitive market. Mr. Rabun did not receive a salary increase during 2014.

•	Annual long-term incentive awards: In February 2014, the Compensation Committee approved annual long-term incentive awards for our NEOs, which were comprised of 50% performance units and 50% time-vested restricted shares. As a result of declining stock price during the year, the face value of these awards at the end of the year was equal to 57% of the original “target” value.

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CEO new-hire awards: In May 2014, the Compensation Committee approved a $5 million grant composed of 50% performance units and 50% time-vested restricted units for Mr. Trowell as part of his new-hire package. This award was intended as Mr. Trowell’s normal annual CEO long-term incentive grant for 2014. In addition to this award, the Committee approved a “make-whole” award of $4 million in the form of time-vested restricted shares. This “make whole” award will cliff-vest at the end of three years and was intended to compensate Mr. Trowell for long-term incentive value with his former employer which was forfeited upon his departure to join Ensco.

•

Prospective changes to overseas allowances: Following their annual review of our overseas allowances, the Compensation Committee approved several changes to allowances for executives appointed to our London office on or after 1 November 2014. Changes included a reduction in the housing allowance, the elimination of our Foreign Service Premium and the elimination of tax equalization benefits, partly offset with a supplemental equity award. Mr. Brady, who moved to London in conjunction with his appointment as Senior Vice President, Eastern Hemisphere during 2014, is the first London-based executive covered under the new program.

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Annual formula-derived bonuses for 2014 performance paid out at 59% of target: We fell short of threshold performance for earnings per share ("EPS") and return on capital employed ("ROCE") due to non-cash goodwill and asset impairments. However, we achieved above-threshold operational utilization, exceeded expectations on Strategic Team Goals (“STGs”) and achieved the best TRIR performance in Company history.

•	Long-term performance units paid out at 70% of target: For the three-year performance period ended 31 December 2014, we achieved a rank of 4th out of 10 performance peer group companies Total Shareholder Return (“TSR”) performance. Our average annual ROCE for the period (1.1%) fell below our threshold level and ranked 9th out of 10 performance peer group companies.

•	Reduced contributions to savings plan: For 2014, we amended the profit sharing program to eliminate our historical discretionary contribution of 10% of eligible salary. The amended program provides for a new fixed contribution of 5% of eligible salary.

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(1)	Mr. Trowell’s base salary is annualized and denominated in GBP. However, for disclosure purposes, we converted to USD, using the exchange rate of 1.5571 - the average rate over the period Mr. Trowell was employed with the Company during 2014.

•	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 to six times base salary);

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

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•	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; and

•	No guarantees for salary increases.

•	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;

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•	operational efficiency; and

•	customer satisfaction.

(1)	Excluding Mr. Rabun.

•	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 poor 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.

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PM&P did not provide any services to the Company or management other than services requested by or with the approval of the Compensation Committee, and its services were limited to executive and non-executive director compensation consulting. Specifically, aside from administration of industry-specific surveys in which Ensco is a participant, PM&P does not provide, directly or indirectly through affiliates, any non-executive compensation services, including pension consulting or human resource outsourcing;

•	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 2014 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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(1)	Mr. Trowell’s base salary is annualized and denominated in GBP. However, for disclosure purposes, we converted to USD, using the exchange rate of 1.5571 - the average rate over the period Mr. Trowell was employed with the Company during 2014.

(2)	Reduced to $525,000 upon the appointment of Mr. Trowell.

(3)	In November 2014, Messrs. Lowe and Brady were promoted to Executive Vice President and Senior Vice President - Eastern Hemisphere, respectively. Prior to these promotions, Mr. Lowe’s base salary for 2014 was $530,000, and Mr. Brady’s base salary was $450,000.

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•	EPS (from continuing operations)

•	ROCE, defined as (i) net income from continuing operations, adjusted for certain 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

•	Floater Downtime

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•	Jackup Downtime

•	Strategic team goals, discussed in greater detail below

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

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

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

•	Operational Excellence: development and communication of leading indicators for process safety; implementation of standardized procedures for between-well maintenance; execution of start-up plans for newbuilds and rigs re-entering service following major shipyard projects; and establishment of enhanced quality assurance program for vendors.

•	Leadership & Strategic Issues: sale of eight non-core assets for gross proceeds of $311 million; enhancements to localization strategy in key markets; and expansion of leadership role in industry associations.

•	Human Resources: enhancement of diversity initiatives worldwide; improvement to retention rate for key offshore personnel; and completion of company-wide employee survey on engagement and satisfaction.

•	Systems: enhancement of inventory accounting policies and control procedures to improve timely equipment maintenance; enhancements to reporting and analysis of downtime events; and development of platform to improve quantification, review and management of costs and potential efficiencies with respect to repair and maintenance activities.

•	Corporate Compliance: enhancements to online and in-person ethics and compliance training; improvements in process for measuring effectiveness of training; and enhancements to anticorruption and trade compliance programs to reflect best practices.

•	Supply Chain: expansion of unit exchange program with original equipment manufacturers; enhancements to contracts with all major vendors; improvements to process for identifying and validating stocking levels for critical spare parts; and substantial completion of five-year major equipment refurbishment plan for the fleet.

•	Succession Planning: completion of formalized plan to introduce new CEO to all departments and business unit heads, key customers, suppliers, stakeholders and other constituencies; and completion of formalized plan to familiarize new CEO with Ensco’s policies, practices and procedures.

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(1)	For 2014, 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 percentage point discretionary reduction to TRIR performance for 2014.

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•	Annual Grants: Annual performance-based and time-vested long-term incentive awards were granted on 24 February 2014 in the form of performance units and restricted shares consistent with the terms described above.

•	CEO Hiring Grants: On 2 June 2014, the Compensation Committee approved new hire grants to Mr. Trowell. These awards included a competitive annual grant for 2014 as well as a “make-whole” award to compensate Mr. Trowell for long-term incentive value forfeited upon his departure from his prior employer. Mr. Trowell’s annual

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Promotion Grant: Effective 3 November 2014, the Compensation Committee approved additional awards of performance units and time-vested restricted shares to Mr. Lowe upon his promotion from Senior Vice President, Eastern Hemisphere to Executive Vice President. This award was intended to provide recognition for the promotion and to bring Mr. Lowe’s total long-term incentive value for 2014 closer to the market median for his new role.

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Overseas Supplemental Award: Effective 3 November 2014, the Compensation Committee approved an additional award of time-vested restricted shares to Mr. Brady upon his appointment as Senior Vice President, Eastern Hemisphere and his relocation to London in order to make Mr. Brady whole for any additional taxes he may incur due to his being subject to both U.K. and U.S. tax rates. As discussed in greater detail under “Overseas Allowances”, this supplemental award is intended to replace historical policy of providing tax equalization payments to London-based executives.

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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. The beginning share price is based on the average daily closing price during the quarter preceding the performance period, and the ending share price is based on the average daily closing price of the last quarter of the performance period.

•	ROCE is defined as net income from continuing operations, adjusted for certain 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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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. As noted above, tax equalization payments will not be provided to any executives appointed to London after 1 November 2014.

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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 significant financial disadvantage.

•	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 income 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 Non-qualified 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:

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(3)

The amounts disclosed in this column represent bonuses awarded for the 2014, 2013 and 2012 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 predetermined 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 2014.

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

(4)	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 2014 amounts disclosed in this column include amounts voluntarily deferred under the SERP as follows: Mr. Rabun $505,050, Mr. Swent $134,815, Mr. Burns $74,982 and Mr. Brady $10,294.

(5)	See All Other Compensation Table.

(6)	Mr. Trowell was hired as our CEO and President on 2 June 2014.

(7)	Upon hiring Mr. Trowell, Mr. Rabun retired as CEO on 2 June 2014 but remained employed by the Company as an executive director to serve as Chairman of the Board of Directors.

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(1)

In connection with the redomestication from the U.S. to the U.K. during 2009, 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 2014 included the following and are described in further detail under the heading "Overseas Allowances and Reimbursements" in CD&A:

(2)	The amounts disclosed in this column represent the group term life insurance premiums paid for each NEO.

(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.

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(4)	The amounts disclosed in this column represent 2014 profit sharing contributions paid into each NEO's Ensco Savings Plan and/or SERP account during the first quarter of 2015.

(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 or dividend equivalents earned and paid on the NEO's restricted share awards during 2014.

(7)

Mr. Trowell is not eligible to participate in the Ensco Savings Plan and Ensco's 2005 Supplemental Executive Retirement Plan. During Mr. Trowell's appointment, he is eligible to receive cash payments in lieu of participation in the US Retirement Plans equal to the amounts Ensco would have contributed to those plans (assuming, for purposes of calculating these amounts that Mr. Trowell deferred the maximum amount possible under the US Retirement Plans and the Internal Revenue Code).

(8)

The amounts disclosed in this column for Mr. Trowell represent expenses paid by the Company during 2014 related to legal fees in connection with his hiring. The amounts disclosed for Mr. Rabun represent expenses paid by the Company during 2014 primarily related to his retirement as CEO on 2 June 2014. The amounts disclosed for all other NEOs represent expenses paid by the Company during 2014 related to tax preparation fees.

(1)

The amounts disclosed in this column represent the number of Company shares associated with future payouts under the LTIP for performance unit awards approved by the Compensation Committee during 2014. 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, but may be settled in Company shares or cash in the sole discretion of the Compensation Committee, upon attainment of specified performance goals based on relative TSR and relative ROCE as defined in Note (3) below. The goals for the performance unit awards granted during 2014 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 (4) below.

(2)	Mr. Rabun's performance unit awards are payable on a prorated basis to reflect the amount of time Mr. Rabun is employed by the Company during the respective performance period.

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(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 from continuing operations, adjusted for certain 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 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. The performance peer group is reviewed annually by the Compensation Committee.

(5)

In February 2015, the Compensation Committee approved performance unit awards for certain of our executive officers for the 2015 plan year. These awards may be settled in Company shares or cash, in the sole discretion of the Compensation Committee, upon attainment of specified performance goals based on relative TSR and relative ROCE. The resulting threshold, target and maximum estimated possible payouts in Company shares for our NEOs for the performance unit awards granted in February 2015 were as follows:

(6)	The amounts disclosed in this column represent the threshold, target and maximum possible payouts that could have been earned by our NEOs for 2014 based upon the achievement of performance goals under the 2014 ECIP. The amounts earned by our NEOs under the 2014 ECIP will be paid in March or April 2015 and are reflected in the "Summary Compensation Table."

(7)	For the 2015 plan year, three performance bands were approved: a threshold, a target and a maximum. If the threshold for the fiscal year is not met, no bonus 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.

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

(9)	In connection with Mr. Trowell's hiring, he was granted a make-whole restricted share award subject to a three-year cliff vesting.

(10)	Mr. Rabun's 2014 restricted share awards will fully vest on the day he ceases to be Chairman of the Board of Directors.

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(1)

Performance unit awards granted during 2013 and 2014 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. The market value of unearned performance unit awards disclosed in these columns represent the value of unearned performance unit awards measured based on achievement of performance metrics as of 31 December 2014. The market value of performance unit awards granted during 2013 and 2014 was determined based on the closing market price of the Company's shares of $29.95 on 31 December 2014. Performance unit award grants are based upon a three-year cycle with vesting at the end of the cycle.

(2)	76,176 shares vest on 2 June 2017; and 15,870 shares vest annually until 2 June 2017, in each case except as may be deferred during certain specified regular or special blackout periods.

(3)	Mr. Rabun's restricted share awards will fully vest on the day he ceases to be Chairman of the Board of Directors.

(4)	3,486 shares vest on 28 February 2015; 1,157 shares vest on 1 August 2015; 4,571 shares vest annually until 25 February 2016; and 5,681 shares vest annually until 26 February 2017, in each case except as may be deferred during certain specified regular or special blackout periods.

(5)	3,486 shares vest on 28 February 2015; 1,982 shares vest on 4 September 2015; 5,428 shares vest annually until 25 February 2016; 24,506 shares vest on 18 November 2016; and 6,312 shares vest annually until 26 February 2017, in each case except as may be deferred during certain specified regular or special blackout periods.

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(6)	3,486 shares vest on 28 February 2015; 3,485 shares vest annually until 25 February 2016; 24,506 shares vest on 18 November 2016; 4,261 shares vest annually until 26 February 2017; and 2,910 shares vest annually until 3 November 2017, in each case except as may be deferred during certain specified regular or special blackout periods.

(7)	2,500 shares vest on 1 June 2015; 3,498 shares vest on 4 September 2015; 3,485 shares vest annually until 25 February 2016; 2,019 shares vest annually until 1 June 2016; 4,261 shares vest annually until 26 February 2017; and 4,823 shares vest annually until 1 December 2017, in each case except as may be deferred during certain specified regular or special blackout periods.

(1)	Mr. Rabun's restricted share awards granted prior to 2014 fully vested when he retired as CEO on 2 June 2014. His restricted share awards granted during 2014 will fully vest on the day he ceases to be Chairman of the Board of Directors.

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(1)	The amounts disclosed in this column also are disclosed in the "Salary" or "Non-Equity Incentive Plan Compensation" column for each NEO 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. Trowell's base salary as of 31 December 2014 converted to USD using the USD/GBP exchange rate as of 31 December 2014 of 1.5532.

(2)	The amount disclosed represents Mr. Trowell's bonus for the grant year ended 31 December 2014 paid during March 2015.

(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 2014. Performance unit awards granted to Mr. Trowell will be paid out subject to achievement of performance metrics on the respective future payout date originally

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(4)	The amount disclosed represents the target level of performance for Mr. Trowell's unearned performance unit awards as of 31 December 2014. The performance unit awards granted during 2014 will be settled in shares.

(1)	The amount disclosed in this column represents the value of Mr. Rabun's 47,340 unvested restricted share awards, based on the closing market price of the Company's shares of $29.95 on 31 December 2014.

(2)

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 2014. 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 and 2014 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 and 2014 was determined based on the closing market price of the Company's shares of $29.95 on 31 December 2014.

(3)

The amount disclosed in this column represents the annual cash bonus for the 2014 plan year under the ECIP based on the actual level of achievement of the performance metrics. The award is payable on a 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 2014, Mr. Rabun would receive 100% of ECIP bonus award.

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

(5)

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 vesting of performance unit awards, annual cash bonus under the ECIP for the 2014 plan year and payout of funds deferred under the SERP.

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•	a scheme of arrangement;

•	a statutory merger;

•	a statutory consolidation; or

•	a sale of all 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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(1)

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 2014 consistent with the terms of the LTIP. Performance unit awards granted during 2013 and 2014 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 and 2014 was determined based on the closing market price of the Company's shares of $29.95 on 31 December 2014.

(1)

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 2014 consistent with the terms of the LTIP. Performance unit awards granted during 2013 and 2014 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 and 2014 was determined based on the closing market price of the Company's shares of $29.95 on 31 December 2014.

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(1)	The amounts disclosed in this column represent dividends earned and paid on the directors' unvested restricted shares and share units during 2014.

(2)

The amounts disclosed in this column represent the aggregate grant-date fair value of restricted share units awarded to current directors during 2014. 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 7 to our 31 December 2014 audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on 2 March 2015.

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(3)	The amounts disclosed in this column primarily represent payments made by the Company on the behalf of the directors during 2014 for contributions to group health and welfare insurance.

(4)	Mr. Rowsey was awarded an additional cash retainer of $20,000 for his work during the CEO succession process. This award was approved during the 19 May 2014 Compensation Committee Meeting and is being paid in four equal quarterly payments.

6.	AN ORDINARY RESOLUTION TO APPROVE AN AMENDMENT TO THE ENSCO 2012 LONG-TERM INCENTIVE PLAN AND TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS IN THE PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE.

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•	offer non-employee directors and selected employees, including officers, an equity ownership interest and opportunity to participate in the Company's growth and financial success and to accumulate capital for retirement on a competitive basis;

•

provide the Company an opportunity to attract and retain the best available personnel for positions of substantial responsibility, create long-term value and encourage equity participation in the Company by eligible participants by making available to them the benefits of a larger equity ownership through share options, restricted share awards, restricted share unit awards, performance awards and performance unit awards;

•	provide incentives to non-employee directors and employees by means of market-driven and performance-related incentives to achieve long-term performance goals and measures; and

•	promote the growth and success of the Company's business by aligning the financial interests of non-employee directors and employees with shareholders.

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•	interpret and administer the LTIP and to apply its provisions;

•	adopt, amend or rescind rules, procedures and forms relating to the LTIP;

•	authorise any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the LTIP;

•	determine when awards are to be granted under the LTIP;

•	select recipients of awards;

•	determine the types of awards to be granted to each participant;

•	determine whether shares are subject to each award and the number of shares to be made subject to each award;

•	determine the fair market value of the shares and the exercise price per share of awards granted under the LTIP;

•	prescribe the terms, conditions and restrictions, not inconsistent with the provisions of the LTIP, of any award and, with the consent of the participants, to modify or amend each award;

•	determine whether, to what extent and under what circumstances awards may be reduced, cancelled or suspended;

•	establish procedures with respect to tax withholding;

•	establish and interpret performance goals and performance factors and targets in connection with the grant of performance awards or performance unit awards;

•	evaluate the level of performance over a performance period and certify the level of performance obtained with respect to performance goals and performance factors and targets;

•	waive or amend any terms, conditions, restrictions or limitations on awards;

•	make any amendments to the LTIP and adjustments to awards under the LTIP in the event of a change in capitalization, merger, change in control or reorganization;

•	appoint such agents as it shall deem appropriate for the proper administration of the LTIP;

•	enter into arrangements with the trustee of any employee benefit trust established by the Company to facilitate the administration of the LTIP; and

•	take any other actions deemed necessary or advisable for the administration of the LTIP.

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•	share options;

•	restricted share awards;

•	restricted share unit awards;

•	performance share awards; and

•	performance unit awards.

•	Incentive share options, or ISOs, which meet the requirements of Section 422(b) of the Internal Revenue Code pursuant to which the optionee may receive favourable tax treatment upon qualifying exercise of the option and disposition of the shares acquired upon exercise; or

•	Nonstatutory share options, or NSOs, which do not meet the requirements of Section 422(b) of the Internal Revenue Code and, therefore, do not qualify for the favourable tax treatment available to ISOs.

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•	net income as a percentage of revenue;

•	earnings per share;

•	return on net assets employed before interest and taxes ("RONAEBIT");

•	operating margin as a percentage of revenue;

•	safety performance relative to industry standards and the Company annual target;

•	strategic team goals;

•	net operating profit after taxes;

•	net operating profit after taxes per share;

•	return on invested capital;

•	return on assets or net assets;

•	total shareholder return ("TSR");

•	relative total shareholder return (as compared with a performance peer group of the Company) ("relative TSR");

•	absolute return on capital employed ("absolute ROCE");

•	relative return on capital employed (as compared with a performance peer group of the Company) ("relative ROCE");

•	earnings or adjusted earnings before interest, taxes, depletion, depreciation and/or amortization (e.g., "EBIT, "EBITD", "EBITDA");

•	net income;

•	free cash flow;

•	free cash flow per share;

•	revenue (or any component thereof);

•	revenue growth; or

•	any other performance objective approved by the shareholders in accordance with Section 162(m).

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•	scheme of arrangement;

•	a statutory merger;

•	a statutory consolidation; or

•	a sale 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 reorganization.

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

•	a reduction of the participant'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 participant 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 participant’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 participant was entitled to immediately prior to the change in control; or

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•	requiring the executive director who is based out of the Houston, Texas office on the date of a change in control to be based anywhere other than within a 50-mile radius of the Houston, Texas office, 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 twelve-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 appointment or election.

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•

If the participant exercised share options within one year of the date of Termination, and if the Committee, in its sole discretion, has so provided in the participant's option agreement(s) evidencing such options, the participant shall remit to the Company or its designee an amount in good funds equal to the excess of (i) the fair market value per share on the date of exercise of such option(s) multiplied by the number of shares with respect to which the options were exercised over (ii) the aggregate option exercise price for such shares.

•

If restricted share grants or restricted share unit grants held by the participant vested within one year of the date of Termination, and if the Committee, in its sole discretion, has so provided in the participant's agreement(s) evidencing such grants of restricted shares or restricted share units, the participant shall remit to the Company or its designee an amount in good funds equal to the sum of (i) the fair market value of such shares computed as of the date of vesting of such shares under a restricted share award, (ii) the fair market value of such shares computed as of the date of issuance of such shares under a restricted share unit award, or (iii) the lump sum cash payment received pursuant to a restricted share unit award.

•

If performance unit grants held by the participant vested within one year of the date of Termination, and if the Committee, in its sole discretion, has so provided in the participant's agreement(s) evidencing such grants of performance units, the participant shall remit to the Company or its designee an amount in good funds equal to the sum of (i) the fair market value of such shares issued in settlement of that performance unit award, if any, computed as of the date of issuance of such shares or (ii) the lump sum cash payment received pursuant to a performance unit award.

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•	two years from the date the ISO is granted; and

•	one year from the date the shares are transferred to the employee pursuant to the exercise of the ISO.

•	the fair market value of the shares on the date of exercise minus the option exercise price; and

•	the amount realized on disposition minus the option exercise price.

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7.	AN ORDINARY RESOLUTION TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS IN THE ENSCO 2005 CASH INCENTIVE PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE.

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•	offer selected employees and officers an opportunity to participate in the growth and financial success of the Company;

•	provide an opportunity to attract and retain the best available personnel for positions of substantial responsibility;

•	provide incentives to employees by means of performance-related incentives to achieve short-term performance goals; and

•	promote the growth and success of the Company's business by aligning the financial interests of the Company's employees with that of its shareholders.

•	interpret the ECIP and all awards;

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•	adopt, amend and rescind rules and regulations for the ECIP’s operation;

•	select recipients of awards;

•	determine the business criteria to measure the level of Company performance;

•	establish and interpret performance measures and the specific performance factors and targets for those performance measures to determine formula-derived bonuses;

•	evaluate the level of performance for a fiscal year and certify the level of performance attained with respect to performance measures and specific performance factors and targets;

•	determine and approve all formula-derived bonuses and discretionary bonuses;

•	modify or waive restrictions on awards; and

•	amend awards.

•	corporate officers, from the CEO to the Controller who have an impact on the strategic direction of the Company;

•	business unit management, from general managers to directors of staff functions in the business units who are key business unit leaders of the Company;

•	corporate key employees, including department directors, managers, a few select key senior professionals and certain key employees selected by the CEO; and

•	business unit key employees, including rig managers, functional managers, select key senior professionals and certain key employees selected by the CEO.

•	net income as a percentage of revenue;

•	earnings per share;

•	return on net assets employed before interest and taxes ("RONAEBIT");

•	operating margin as a percentage of revenue;

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•	safety performance relative to industry standards and the Company annual target;

•	strategic team goals;

•	net operating profit after taxes;

•	net operating profit after taxes per share;

•	return on invested capital;

•	return on assets or net assets;

•	total shareholder return ("TSR");

•	return on capital employed ("ROCE");

•	relative total shareholder return (as compared with a peer group of the Company) ("relative TSR");

•	earnings or adjusted earnings before interest, taxes, depletion, depreciation and/or amortization (e.g., "EBIT, "EBITD", "EBITDA");

•	net income;

•	free cash flow;

•	free cash flow per share;

•	revenue (or any component thereof);

•	revenue growth;

•	days sales outstanding ("DSO");

•	downtime for any asset; or

•	any other performance objective approved by our shareholders in accordance with Section 162(m).

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•	breached the Company's Code of Business Conduct (Ethics) Policy;

•	materially breached any other Company policy; or

•	experienced a significant incident involving a fatal or serious injury to an employee under his or her supervision or significant damage to property of the Company or its subsidiaries or the environment which is caused by his or her actions or inactions or those of one or more employees under his or her supervision.

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8.	A NON-BINDING ADVISORY VOTE TO APPROVE THE DIRECTORS' REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2014 (EXCLUDING THE DIRECTORS' REMUNERATION POLICY).

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

10.	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 2014 (IN ACCORDANCE WITH THE LEGAL REQUIREMENTS APPLICABLE TO U.K. COMPANIES).

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

	(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 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 to six times base salary);

•	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; and

•	No guarantees for salary increases.

•	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 poor 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 reduce 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.

•	a 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 out of the Houston, Texas office on the date of a change in control to be based anywhere other than within a 50-mile radius of the Houston, Texas office, except for required travel for 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 twelve-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 executive directors with our shareholders' interests. Time-vested restricted shares make up 50% of our executive director'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 considered to be a "best practice" for non-executive directors to receive at least 50% of their annual compensation in equity.

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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.

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

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

(6)	Options were immediately exercisable.

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(1)	In connection with Mr. Trowell's hiring, he was granted a make-whole restricted share award subject to a three-year cliff vesting of $4.0 million.

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(1)	Mr. Trowell was appointed to the Board on 2 June 2014.

(2)	Mr. Rabun retired as CEO on 2 June 2014 but remained Chairman of the Board of Directors.

(3)	Mr. Brown retired from the Board on 19 May 2014.

(4)	Taxable benefits provided to our executive directors includes the following:

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(5)

The executive director amounts disclosed in this column represent the aggregate grant-date fair value of restricted share awards or units 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 2014.

(6)	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 2012 for the respective three-year performance periods. Non-executive directors are not eligible to receive performance unit awards.

(7)	Other benefits provided to our executive directors include the following:

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(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)	Mr. Trowell is a U.K. resident and does not receive overseas allowances.

(3)	We selected our Corporate salaried employee population eligible to receive overseas allowances in both 2013 and 2014 for this comparison due to the nature of taxable benefits.

(4)	In connection with Mr. Trowell's hiring, he was granted a make-whole restricted share award subject to a three-year cliff vesting of $4.0 million.

(5)	We selected our employee population that is eligible to receive annual equity awards and earn annual cash bonuses for this comparison.

(1)	Capital Expenditures consist of expenditures on new rig construction, rig enhancement and minor upgrades and improvements. Depending on market conditions and opportunities, we may continue to invest a substantial portion of our cash flows to upgrade rigs for customer requirements and construct or acquire additional rigs.

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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 units granted in the form of time-vested restricted shares that cliff vest after three years.

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

(4)	All Mr. Rabun's restricted share awards granted prior to 2014 fully vested on the day he retired as CEO.

(5)	Mr. Rabun's restricted share awards granted during 2014 will fully vest on the day he ceases to be Chairman of the Board of Directors.

(6)	Upon Mr. Brown's retirement from the Board of Directors on 19 May 2014, the restrictions on all unvested share awards lapsed pursuant to the 2005 LTIP.

(7)	Restricted share awards granted to non-executive directors during 2009 and 2010 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.

(8)	Restricted share units granted to non-executive directors between 2011 and 2014 vest (restrictions lapse) at a rate of 33.3% each year over a three-year period or upon retirement from our Board.

(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 grant date. The performance unit awards are based upon financial performance measured over the three-year performance period. The awards granted during 2013 and 2014 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)

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 from continuing operations, adjusted for certain 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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(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 2012 and ending 31 December 2014 is expected to be paid in cash in April 2015, subject to the Compensation Committee's final review and approval.

(6)	Mr. Rabun's performance unit awards granted during 2014 are payable on a prorated basis to reflect the amount of time Mr. Rabun is employed by the Company during the respective performance period.

(1)	The amounts disclosed represent the target level of performance for Mr. Trowell and Mr. Rabun's unearned performance unit awards as of 31 December 2014 and reflect the performance unit awards granted during 2013 and 2014 since they will be settled in shares.

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(k)	Total shareholder return;

(l)	Relative total shareholder return (as compared with a peer group of the Company);

(m)	Absolute return on capital employed;

(n)	Relative return on capital employed (as compared with a peer group of the Company);

(v)	If applicable, any other performance objective approved by the holders of Shares, in accordance with Section 162(m) of the Code.

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(i)	To interpret and administer this Plan and to apply its provisions;

(ii)	To adopt, amend or rescind rules, procedures and forms relating to this Plan;

(iii)	To authorise any person to execute, on behalf of the Company, any instrument required to carry out the purposes of this Plan;

(iv)	Unless otherwise specified by the terms of this Plan, to determine when Awards are to be granted under this Plan;

(v)	Unless otherwise specified by the terms of this Plan, to select the Employees and Participants to whom Awards may be awarded from time to time;

(vi)	Unless otherwise specified by the terms of this Plan, to determine the type or types of Award to be granted to each Participant hereunder;

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(vii)	Unless otherwise specified by the terms of this Plan, to determine (A) the number of Shares to be made subject to each Award other than a Performance Unit Award, and (B) the potential value to be made subject to each Performance Unit Award;

(viii)	To determine the Fair Market Value of the Shares and the exercise price per Share of Awards to be granted;

(ix)	Unless otherwise specified by the terms of this Plan, to prescribe the terms, conditions and restrictions, not inconsistent with the provisions of this Plan, of any Award granted hereunder and, with the consent of the Participants, modify or amend each Award;

(x)	To determine whether, to what extent, and under what circumstances Awards may be reduced, canceled or suspended;

(xi)	To amend or modify (A) any outstanding Performance Awards, in its discretion, in accordance with Section 7(i)(iv) and Section 8(g)(iv), and (B) any outstanding Performance Unit Awards, in its discretion in accordance, with Section 9(g)(i);

(xii)

To establish procedures for an Optionee (A) to have withheld from the total number of Shares to be acquired upon the exercise of an Option that number of Shares having a Fair Market Value on the date of exercise, which, together with such cash as shall be paid in respect of a fractional Share, shall equal the Exercise Price, and (B) to exercise an Option by way of a cashless exercise pursuant to which the Optionee instructs the Company's designee to sell some or all of the Shares subject to the exercised portion of the Option and deliver promptly to the Company the amount of the sales proceeds sufficient to pay the Exercise Price;

(xiii)

To establish procedures whereby a number of Shares may be (A) withheld from the total number of Shares to be issued upon exercise of an Option or upon settlement of any Restricted Share Unit Award, (B) sold by way of a "cashless exercise" arranged by the Company's designee upon exercise of an Option, or (C) surrendered by a Participant to the Company or its designee in connection with the exercise of an Option, or the vesting of any Restricted Share Award or upon the settlement of any Restricted Share Unit Award, or upon the settlement of any Performance Unit 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, surrender, vesting or settlement 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;

(xiv)

To establish and interpret Performance Goals and the specific performance factors and targets in relation to the Performance Goals in connection with any grant of Performance Awards or Performance Unit Awards; provided that in any case, the Performance Goals may be based on either a single period or cumulative results, aggregate or per-share data or results computed independently or with respect to a peer group;

(xv)	Evaluate the level of performance over a Performance Period and certify the level of performance attained with respect to Performance Goals and specific performance factors and targets related to Performance Goals;

(xvi)	Waive or amend any terms, conditions, restriction or limitation on an Award, except that the prohibition on the repricing of Options, as described in Section 6(h), may not be waived;

(xvii)	Make any adjustments to this Plan (including but not limited to adjustment of the number of Shares available under this Plan or any Award) and any Award granted under this Plan, as may be appropriate pursuant to Section 11;

(xviii)	Notwithstanding the provisions of Section 15(b), to issue Awards of Options, Restricted Shares, Restricted Share Units, or any of them, which, in the Committee's discretion, (A) will not be subject to accelerated vesting and, as respects Options, may not remain exercisable for the entire Option term upon retirement by a Participant on or after his or her Normal Retirement Age, and/or (B) for

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(xix)

Notwithstanding the provisions of Sections 15(b), (c) and (d), to issue Performance Unit Awards which, in the Committee's discretion, (A) will not be subject to automatic accelerated vesting and determination upon Retirement by a Participant on a pro rata basis for that Performance Period by comparing the actual level of performance to the specific targets related to his or her Performance Unit Award as of the date of his or her Retirement that may cause a portion of the targeted amount under the Performance Unit Award to become payable, and/or (B) for Performance Unit Awards with respect to any Participants who will attain Normal Retirement Age within a specified period of time following the Date of Grant, will be subject to accelerated vesting and determination described in clause (A) upon a specified deferred date following the achievement of Normal Retirement Age, all as shall be determined by the Committee and stated in the Performance Unit Award;

(xx)

Notwithstanding the provisions of Section 11(c), to issue Awards of Restricted Shares and Restricted Share Units which, in the Committee's discretion, will not be subject to automatic waiver of the remaining restrictions and accelerated vesting if the employment of the Participant is terminated for certain reasons specified in Section 11(c) within the two-year period following a Change in Control of the Company, as shall be determined by the Committee and stated in the Award;

(xxi)

Notwithstanding the provisions of Section 11(c), to issue Performance Unit Awards which, in the Committee's discretion, will not be subject to automatic accelerated vesting and interpretation upon the date the Services of the Participant terminates for certain reasons specified in Section 11(c) within the two-year period following a Change in Control of the Company as if the specific targets related to his or her Performance Unit Award have been achieved to a level of performance as of the date his or her Services terminates that would cause all (100%) of the targeted amount under the Performance Unit Award to become payable, as shall be determined by the Committee and stated in the Performance Unit Award;

(xxii)	Appoint such agents as it shall deem appropriate for proper administration of this Plan;

(xxiii)	To enter into arrangements with the trustee of any employee benefit trust established by the Company or any of its Subsidiaries to facilitate the administration of Awards under this Plan; and

(xxiv)	To take any other actions deemed necessary or advisable for the administration of this Plan.

(i)

To the fullest extent permitted by applicable law and subject to Subsection (d)(ii) below, no member of the Committee or any person acting as a delegate of the Committee with respect to this Plan shall be liable for any action that is taken or is omitted to be taken or for any losses resulting from any action, interpretation, construction or omission made in good faith with respect to this Plan or any Award granted under this Plan. In addition to such other rights of indemnification as they may have

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(ii)	Nothing in this Section 3 shall exempt a director of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company.

(iii)	Notwithstanding any provision in this Plan to the contrary, the Company does not make any indemnity in respect of:

(A)	any claim brought against a director of the Company or of any Associated Company (for purposes of this Section 3 only, a "Director") brought by the Company or an Associated Company for negligence, default, breach of duty or breach of trust;

(B)	any liability of a Director to pay:

(1)	a fine imposed in criminal proceedings; or

(2)	a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising);

(2)	in defending any civil proceedings brought by the Company or an Associated Company in which judgment is given against him or her; or

(3)	in connection with any application under Section 661(3) or (4) of the Act or Section 1157 of the Act in which the court refuses to grant the Director relief.

(iv)	For the purpose of this Section 3, "company" means a company formed and registered under the Act, references to a conviction, judgment or refusal of relief are to the final decision in the relevant proceedings which shall be determined in accordance with Section 234(5) of the Act and references to an "Associated Company" are to an associated company of the Company within the meaning of the Act.

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(xviii)

Notwithstanding the provisions of Section 15(b), to issue Awards of Options, Restricted Shares, Restricted Share Units, or any of them, which, in the Committee's discretion, (A) will not be subject to accelerated vesting and, as respects Options, may not remain exercisable for the entire Option term upon retirement by a Participant on or after his or her Normal Retirement Age, and/or (B) for Awards with respect to any Participants who will attain Normal Retirement Age within one year following the Date of Grant, will be subject to accelerated vesting following the achievement of Normal Retirement Age and, as respects Options, may remain exercisable for all or a portion of the entire Option term following achievement of Normal Retirement Age, all as shall be determined by the Committee and stated in the Award;

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(xvi)	Waive or amend any terms, conditions, restriction or limitation on an Award, except that the prohibitions on the repricing of Options and the cash buyout of underwater Options, as described in Section 6(h), may not be waived;

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(l)	Relative total shareholder return (as compared with a peer group of the Company) (“relative TSR”);

(n)	Relative return on capital employed (as compared with a peer group of the Company) (“relative ROCE”);

(o)	Earnings or adjusted earnings before interest, taxes, depletion, depreciation and/or amortization (e.g., “EBIT”, “EBITD”, EBITDA”);

(p)	Net income;

(u)	If applicable, any other performance objective approved by the holders of Shares, in accordance with Section 162(m) of the Code.

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(v)	Unless otherwise specified by the terms of this Plan, to select the Non-Employee Directors to whom Awards may be awarded under this Annex 1 from time to time;

a.	Each Non-Employee Director of the Company elected after the Effective Date at the annual shareholders meeting who has not previously served as a Director of the Company shall be granted a Restricted ADS Unit Award, effective as of the Date of Grant, equivalent to an aggregate dollar value determined by the Board based on the Fair Market Value on the Date of Grant.

b.	Each Non-Employee Director of the Company appointed after the 2012 Annual Meeting to fill a vacancy in the Board who has not previously served as a Director of the Company shall be granted a Restricted ADS Unit Award, effective as of the Date of Grant, equivalent to an aggregate dollar value determined by the Board based on the Fair Market Value on the Date of Grant.

c.	Each other Non-Employee Director of the Company elected at, or continuing to serve following, each annual shareholders meeting, commencing with the 2012 Annual Meeting, shall be granted a Restricted ADS Unit Award, effective as of the Date of Grant, equivalent to an aggregate dollar value determined by the Board based on the Fair Market Value on the Date of Grant.

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(n)	Earnings or adjusted earnings before interest, taxes, depletion, depreciation and/or amortization (e.g., "EBIT, "EBITD", "EBITDA");

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(v)	Any other performance objective approved by the stockholders of the Company in accordance with Section 162(m) of the Code.

(i)	To interpret and administer this Plan and to apply its provisions;

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(ii)	To adopt, amend or rescind rules, procedures and forms relating to this Plan;

(iii)	To authorise any person to execute, on behalf of the Company, any instrument required to carry out the purposes of this Plan;

(iv)	To determine when Awards are to be granted under this Plan;

(v)	To select the Employees and Participants to whom Awards may be awarded from time to time;

(vi)	To determine the type or types of Award to be granted to each Participant hereunder;

(vii)	To determine the potential cash bonus to be made subject to each Award;

(viii)	To prescribe the terms, conditions and restrictions, not inconsistent with the provisions of this Plan, of any Award granted hereunder;

(ix)	To determine whether, to what extent, and under what circumstances Awards may be settled in cash, reduced, varied, canceled or suspended;

(x)	To determine whether, to what extent and under what circumstances payment of cash and other amounts payable with respect to an Award made under this Plan shall be deferred either automatically or at the election of the Participant;

(xi)	To amend or modify any outstanding Awards, in its discretion, in accordance with Section 5(e);

(xii)	To establish and interpret Performance Goals and the specific performance factors and targets in relation to the Performance Goals in connection with any Award of an Annual Performance Bonus; provided that in any case, the Performance Goals may be based on either a single period or cumulative results, aggregate or per-share data or results computed independently or with respect to a peer group;

(xiii)	Evaluate the level of performance over a Performance Period and certify the level of performance attained with respect to Performance Goals and specific performance factors and targets related to Performance Goals;

(xiv)

Waive or amend any terms, conditions, restriction or limitation on an Award, except that (A) this Subsection 3(b)(xiv) shall not apply to an Annual Performance Bonus Award held by a Covered Employee, and (B) the terms and conditions of Awards to an Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act cannot be modified, amended, or waived other than on account of death, disability, retirement, a change in control, or a termination of employment in connection with a business transfer;

(xv)	Appoint such agents as it shall deem appropriate for proper administration of this Plan; and

(xvi)	To take any other actions deemed necessary or advisable for the administration of this Plan.

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