8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): January 2, 2006

ENSCO International Incorporated

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8097	76-0232579
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 North Akard Street

Suite 4300

Dallas, Texas 75201-3331

(Address of Principal Executive Office and Zip Code)

Registrant’s telephone number, including area code: (214) 397-3000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01	Entry into a Material Definitive Agreement	1
Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers	2
Item 9.01	Financial Statements and Exhibits	3
SIGNATURES		4
EXHIBIT INDEX

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01 Entry into a Material Definitive Agreement

On February 6, 2006, ENSCO International Incorporated (the “Company”) entered into an employment offer letter agreement with Daniel W. Rabun in connection with Mr. Rabun’s appointment as the President and as a member of the Board of Directors of the Company, in each case effective on or about March 31, 2006. Mr. Rabun’s appointment is discussed below in Item 5.02 of this Current Report on Form 8-K.

Pursuant to the letter agreement, Mr. Rabun’s initial annual base salary will be $750,000, subject to annual review and adjustment by the Nominating, Governance, and Compensation Committee (the “NGCC”), and he will be eligible to receive an annual bonus based upon the NGCC’s evaluation of performance against pre-established goals. Mr. Rabun will also be granted (i) 75,000 shares of restricted stock under the ENSCO International Incorporated 2005 Long-Term Incentive Plan (the “2005 Plan”) and (ii) stock options (the “Options”) under the 2005 Plan to purchase 100,000 shares of the Company’s Common Stock with an exercise price equal to the market value of the Company’s Common Stock on the date Mr. Rabun’s employment commences (collectively, the “Initial Grants”).

The restricted stock vests as follows: 25,000 shares of restricted stock will vest at the rate of 20 percent per year on consecutive anniversaries of the date of grant, and will be fully vested at the end of 5 years from the date of grant and 50,000 shares of restricted stock will vest at the rate of 10 percent per year on consecutive anniversaries of the date of grant, and will be fully vested at the end of 10 years from the date of grant. The Options vest and become exercisable by Mr. Rabun at the rate of 25 percent per year on consecutive anniversaries of the date of grant.

In order to offset loss of certain retirement entitlements attendant to his current position, the Company will make a cash contribution of $1,100,000 as an Employer Discretionary Contribution under the ENSCO 2005 Supplemental Executive Retirement Plan. This contribution will be fully vested on the date of the contribution. Mr. Rabun will also receive other benefits generally available to executive officers of the Company and will be credited with six years of prior service for purposes of determining the Normal Retirement Age under the terms of the 2005 Plan.

Mr. Rabun will be entitled to a severance payment of two times his base salary and target bonus plus immediate vesting for 20% of the Initial Grants if (i) he is involuntarily terminated by the Company other than by reason of gross negligence, malfeasance, breach of fiduciary duty or like cause (“for cause”) or (ii) he voluntarily terminates his employment for “good reason” in the event is not appointed the Chief Executive Officer effective as of January 1, 2007. Separately, in the event of an actual or constructive termination other than “for cause” within two years following a change in control, Mr. Rabun will be entitled to three times his most recent base salary and target bonus, as well as full vesting of outstanding equity awards. The severance protections described above will apply for the initial four years of Mr. Rabun’s employment and will renew annually thereafter, unless terminated in writing by the Company with at least one-year prior notice.

The foregoing description of the employment offer letter agreement between the Company and Mr. Rabun is qualified in its entirety by reference to the copy of the agreement which is attached hereto as Exhibit 10.1.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Daniel W. Rabun – President and Director

On February 6, 2006, the Board of Directors appointed Daniel W. Rabun, age 51, as the Company’s President and elected Mr. Rabun to the Board of Directors, in each case to be effective as of the date of Mr. Rabun’s commencement of employment which is currently anticipated to be on or before March 31, 2006. Mr. Rabun will report to Carl F. Thorne, the Company’s Chairman and Chief Executive Officer.

Since August 2001, Mr. Rabun has been a partner at the international law firm of Baker & McKenzie LLP practicing corporate and securities law. Baker & McKenzie LLP has provided legal services to the Company since 1988. From October 2000 to August 2001, Mr. Rabun was the vice president, general counsel and secretary of Chorum Technologies Inc. Prior to that, Mr. Rabun was an attorney at Baker & McKenzie LLP from 1986 to October 2000. He also served as a member of the Board of Directors of the Company during 2001.

The employment offer letter agreement entered into between Mr. Rabun and the Company is described in Item 1.01 of this Current Report on Form 8-K. There are no other arrangements or understandings between Mr. Rabun and any other persons pursuant to which Mr. Rabun was appointed as an executive officer or as a director of the Company, and there are no related party transactions between the Company and Mr. Rabun that are required to be disclosed under Item 404(a) of Regulation S-K.

William S. Chadwick, Jr. – Executive Vice President and Chief Operating Officer

On January 2, 2006, the Board of Directors of the Company appointed William S. Chadwick, Jr. age 58, as the Company’s Executive Vice President and Chief Operating Officer, effective January 1, 2006.

Mr. Chadwick joined the Company in June 1987 and was elected to his prior position of Senior Vice President – Operations effective May 2004. Prior to serving as Senior Vice President – Operations, Mr. Chadwick served the Company as Senior Vice President, Member – Office of the President and Chief Operating Officer, Vice President – Administration and Secretary.

The Company has no employment agreement with Mr. Chadwick. There are no other arrangements or understandings between Mr. Chadwick and any other persons pursuant to which Mr. Chadwick was appointed as an executive officer of the Company, and there are no related party transactions between the Company and Mr. Chadwick that are required to be disclosed under Item 404(a) of Regulation S-K.

A copy of the press release issued on February 6, 2006 announcing the appointment of Mr. Rabun as President, the election of Mr. Rabun to the Board of Directors and the appointment of Mr. Chadwick as Executive Vice President and Chief Operating Officer is attached hereto as Exhibit 99.1. This current report on Form 8-K is being filed on the date of such press release in accordance with the instruction to paragraph (c) of Item 5.02.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
Exhibit 10.1	Employment Offer Letter Agreement dated January 13, 2006 and accepted on February 6, 2006 between the Company and Daniel W. Rabun
Exhibit 99.1	Press release issued by ENSCO International Incorporated dated February 6, 2006

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENSCO International Incorporated
Date: February 6, 2006	/s/    CARY A. MOOMJIAN, JR.
	Cary A. Moomjian, Jr.
	Vice President, General Counsel and Secretary

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EX-10.1

Exhibit 10.1

January 13, 2006

Mr. Daniel W. Rabun

6530 Brookshire Drive

Dallas, TX 75230

Dear Dan:

At the outset, my Board member colleagues and I are pleased and gratified about the prospect of your assuming the leadership position on the ENSCO International Incorporated management team. As we all recognize, you have been asked to fill a large set of shoes in replacing Carl Thorne, who has served as ENSCO’s CEO since its inception, but we are extremely confident in our prospects together. This letter is submitted solely for your review and consideration, and obviously is of a highly confidential nature.

We contemplate that you would commence your employment with ENSCO on or about March 31, 2006 as President and also would immediately be appointed to serve as a member of the Board of Directors. It is currently contemplated that Carl Thorne will step-down as CEO of ENSCO on or about January 1, 2007 and at that time you would be appointed President and CEO.

Your initial annual base salary would be $750,000, which is at the P50 level (50th percentile for comparable position in industry). As is customary, base salary will be reviewed annually and will be adjusted to address changes that, in the judgment of the Nominating, Governance, and Compensation Committee (“NGCC”), reflect performance compared to peers. Inasmuch as ENSCO customarily adjusts base salaries midyear, it is contemplated that your first regular salary adjustment would become effective July 1, 2007.

You would be eligible for an annual cash bonus payable initially in respect of the 2006 plan year at a level to be established annually by the Board upon recommendation of the NGCC. The target bonus will be established at the P50 level based on a market survey and overall ENSCO performance. The annual bonuses are awarded and paid in arrears, based upon the NGCC’s evaluation of performance against pre-established goals. It is contemplated that your first annual cash bonus would be payable in late February or early March 2007.

As an initial equity award pursuant to the Long-Term Incentive Plan, you would be granted 75,000 shares of restricted stock, 25,000 of which would vest ratably over a 5-year period and 50,000 of which would vest ratably over a 10-year period. You also would be awarded options to purchase 100,000 shares of stock at the market price on the grant (commencement of employment) date, with incremental vesting over a 4-year period (25% per year). The Long-Term Incentive Plan has been forwarded to you under separate cover. All options will be granted at the fair market value (average of highest and lowest price) on the grant date as required under the Plan. The foregoing equity awards are referred to as the “Initial Grants.”

Mr. Daniel W. Rabun

January 13, 2006

Page 2

We also discussed additional compensation to offset loss of certain pension and bonus entitlements attendant to your current position, which we have referred to as the “buy out” compensation. This buy-out would be funded by making a cash contribution of $1,100,000 as an Employer Discretionary Contribution under the ENSCO 2005 Supplemental Executive Retirement Plan (“2005 SERP”). This contribution will be 100% vested on the date of the contribution for purpose of the 2005 SERP.

We also discussed severance compensation and change in control (“CIC”) circumstances. You would be entitled to a severance payment of 2 times your most recent base salary and target bonus plus immediate vesting for 20% of the Initial Grants in the event of (i) your involuntary termination by ENSCO other than by reason of gross negligence, malfeasance, breach of fiduciary duty, or like cause (“for cause”), or (ii) your voluntary termination for “good reason” in the event that you are not appointed the Chief Executive Officer effective as of January 1, 2007. In the event of an actual or constructive termination other than “for cause” within 2 years following a CIC, you would be entitled to 3 times your most recent base salary and target bonus, as well as full vesting of outstanding equity (restricted stock and options). The general and CIC severance protection will have an initial applicability of 4 years following commencement of employment, with annual 1-year extensions unless terminated in writing by ENSCO at least 1-year prior to the scheduled expiration.

As respects other entitlements, you would be eligible to participate in ENSCO’s annual equity awards (commencing in 2007) and other benefits including the ENSCO Savings Plan 401(k), Supplemental Executive Retirement Plan, profit-sharing, life, disability, and medical insurance programs, on the same basis as other ENSCO executives. Documents describing these benefit programs have been forwarded to you under separate cover.

In addition, for purposes of the ENSCO International Incorporated 2005 Long-Term Incentive Plan, the NGCC shall give you credit for six years of prior service for purposes of determining the Normal Retirement Age under the terms of the plan.

I believe this letter fully sets forth compensation and benefits in accordance with our recent discussions. Speaking both individually and on behalf of the Board of Directors, it is our sincere hope that you will decide to join the ENSCO management team and become ENSCO’s next CEO. We look forward to your reply and acceptance.

Very truly yours,

/s/    JOEL V. STAFF        

Joel V. Staff, on behalf of and evidencing unanimous

approval of the Independent Directors of ENSCO

Joined in to record the official act of ENSCO International Incorporated:

/s/    CARL F. THORNE        

Carl F. Thorne, Chairman and CEO

Mr. Daniel W. Rabun

January 13, 2006

Page 3

Agreed and accepted this 6^th day of February 2006:

/s/    DANIEL W. RABUN        

Daniel W. Rabun

EX-99.1

EXHIBIT 99.1

NEWS RELEASE ENSCO INTERNATIONAL INCORPORATED 500 N. Akard • Suite 4300 • Dallas, Texas 75201-3331 Tel: (214) 397-3000 • Fax: (214) 397-3370 • Web Site: www.enscous.com

ENSCO Expands Management Team and Board

Dallas, Texas, February 6, 2006…. ENSCO International Incorporated (NYSE: ESV) today announced two executive appointments.

Daniel W. Rabun has been named by ENSCO’s Board of Directors to serve as President of the Company, and has also been appointed to serve as a member of the Board of Directors, effective on or before March 31, 2006. Mr. Rabun received a B.B.A. in Accounting from the University of Houston and a J.D. from Southern Methodist University. Mr. Rabun has been a Certified Public Accountant since 1976, was admitted to the Texas Bar in 1983, and has been associated with the international law firm of Baker & McKenzie LLP since 1986. He has provided legal advice and counsel to ENSCO for over fifteen years, and served as a Director of the Company during 2001.

The Company also announced that William S. Chadwick, Jr. has been named the Company’s Executive Vice President and Chief Operating Officer. A graduate of the Wharton School of the University of Pennsylvania, Mr. Chadwick has been with the Company since 1987, and has served in a number of management positions, most recently as Senior Vice President – Operations.

Carl F. Thorne will continue to serve as ENSCO’s Chairman and Chief Executive Officer. It is currently contemplated that Mr. Thorne will step down as Chief Executive Officer within the next year, at which time Mr. Rabun will be appointed to serve as ENSCO’s Chief Executive Officer. Mr. Thorne will thereupon continue to serve as Chairman of the Board.

Carl F. Thorne, Chairman and Chief Executive Officer, commented “We are very pleased that Dan Rabun is joining ENSCO. His ability and diverse experience will add additional depth and breadth to our executive management team. Because he has been our primary outside counsel for many years, and previously served on our Board, Dan is intimately familiar with our operations and business philosophy. He embraces our core fundamental values of discipline, business integrity and ethics. This demonstrated compatibility, together with his legal and financial experience and strong leadership and management skills, make Dan an outstanding addition to ENSCO’s management team and its Board.

“We also commend Bill Chadwick upon his promotion to Executive Vice President and Chief Operating Officer. Bill has been an integral part of ENSCO’s management team since the Company’s inception. His wealth of experience, demonstrated leadership capabilities, and participation in the formulation of our core values have made a significant contribution to ENSCO’s growth and success over the years, and will continue to serve Bill well as he assumes his new responsibilities.

“The election of Mr. Rabun to our management team and the promotion of Mr. Chadwick to his new role are the result of our ongoing commitment to succession planning. The said commitment and its positive results will continue to provide for, and allow, orderly and timely transition so as to perpetuate the Company’s historical success.”

Statements contained in this news release that state Company or management intentions, contemplations, hopes, beliefs, anticipations, expectations or predictions of future events are forward-looking statements. Such forward-looking statements include references to management succession in general, and the future functions of Messrs. Thorne and Rabun in particular. It is important to note that actual facts could differ materially from those discussed in such forward-looking statements. The factors that could cause actual facts to differ materially from those in the forward-looking statements include determinations regarding officer, chairman and director nominations and elections by the Company’s Nominating, Governance, and Compensation Committee, Board of Directors and stockholders, changes in succession planning, and the events and risks described from time to time in the Company’s SEC filings. Copies of such filings may be obtained by contacting the Company or the SEC.

The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements to reflect any change in Company or management expectations or any change in events, conditions or circumstances on which any such statements are based.

ENSCO, headquartered in Dallas, Texas, owns and operates a modern fleet of offshore drilling rigs servicing the petroleum industry on a global basis.

ENSCO Contact: Richard LeBlanc

(214) 397-3011