UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-07964

NOBLE ENERGY, INC.
(Exact name of registrant as specified in its charter)

Delaware		73-0785597
(State of incorporation)		(I.R.S. employer identification number)

350 Glenborough Drive, Suite 100 Houston, Texas		77067
(Address of principal executive offices)		(Zip Code)

(281) 872-3100
(Registrant’s telephone number, including area code)

NOBLE AFFILIATES, INC.
(Registrant’s former name)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class		Name of Each Exchange on Which Registered

Common Stock, $3.33-1/3 par value Preferred Stock Purchase Rights		New York Stock Exchange, Inc. New York Stock Exchange, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý No o

Aggregate market value of Common Stock held by nonaffiliates as of June 28, 2002: $1,934,000,000.

Number of shares of Common Stock outstanding as of February 27, 2003: 57,384,490.

DOCUMENT INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for the 2003 Annual Meeting of Stockholders to be held on April 29, 2003, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2002, are incorporated by reference into Part III.

TABLE OF CONTENTS

PART I.

Item 1.	Business

	General

	Crude Oil and Natural Gas

	Exploration, Exploitation and Development Activities

	Production Activities

	Acquisitions of Oil and Gas Properties, Leases and Concessions

	Marketing

	Regulations and Risks

	Competition

	Unconsolidated Subsidiary

	Geographical Data

	Employees

	Available Information

Item 2.	Properties

	Offices

	Crude Oil and Natural Gas

Item 3.	Legal Proceedings

Item 4.	Submission of Matters to a Vote of Security Holders

	Executive Officers of the Registrant

PART II.

Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters

Item 6.	Selected Financial Data

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7a.	Quantitative and Qualitative Disclosures About Market Risk

Item 8.	Financial Statements and Supplementary Data

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

PART III.

Item 10.	Directors and Executive Officers of the Registrant

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management

Item 13.	Certain Relationships and Related Transactions

Item 14.	Controls and Procedures

Item 15.	Financial Statement Schedules, Exhibits and Reports on Form 8-K

PART I

Item 1 . Business.

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements based on expectations, estimates and projections as of the date of this filing. These statements by their nature are subject to risks, uncertainties and assumptions and are influenced by various factors. As a consequence, actual results may differ materially from those expressed in the forward-looking statements. For more information, see “Item 7a. Quantitative and Qualitative Disclosures About Market Risk - Cautionary Statement for Purposes of the Private Securities Litigation Reform Act of 1995 and Other Federal Securities Laws” of this Form 10-K.

General

Noble Energy, Inc. (the “Company” or “Noble Energy”), the successor to Noble Affiliates, Inc., is a Delaware corporation that has been publicly traded on the New York Stock Exchange for over 20 years. Noble Energy is principally engaged, directly or through its subsidiaries, in the exploration, production and marketing of crude oil and natural gas. The Company is noted for its innovative methods of marketing its international gas reserves through projects such as its methanol plant in Equatorial Guinea and its gas-to-power project in Ecuador.

In this report, unless otherwise indicated or the context otherwise requires, the “Company” or the “Registrant” refers to Noble Energy, Inc. and its subsidiaries. Effective December 31, 2001, Energy Development Corporation (“EDC”) was merged into Samedan Oil Corporation (“Samedan”). Effective December 31, 2002, Samedan was merged into Noble Energy, Inc. Effective December 31, 2002, Noble Trading, Inc. (“NTI”) was merged into Noble Gas Marketing, Inc. (“NGM”) under the name of Noble Energy Marketing, Inc. (“NEMI”).

As of January 1, 2003, the Company’s wholly-owned subsidiary, NEMI, markets the majority of the Company’s domestic natural gas as well as third-party natural gas. NEMI also markets a portion of the Company’s domestic crude oil as well as third-party crude oil. For more information regarding NEMI’s operations, see “Item 1. Business—Crude Oil and Natural Gas—Marketing” of this Form 10-K.

In this report, the following abbreviations are used:

Bbl	Barrel	Mcf	Thousand cubic feet
Bbls	Barrels	Mcfe	Thousand cubic feet equivalent
MBbls	Thousand barrels	MMcf	Million cubic feet
Bpd	Barrels per day	MMcfepd	Million cubic feet equivalent per day
Bopd	Barrels oil per day	MMcfpd	Million cubic feet per day
MMBbl	Million barrels	Bcf	Billion cubic feet
MBpd	Thousand barrels per day	Bcfe	Billion cubic feet equivalent
MMBpd	Million barrels per day	Bcfepd	Billion cubic feet equivalent per day
MBopd	Thousand barrels oil per day	Bcfpd	Billion cubic feet per day
MMBopd	Million barrels oil per day	Tcf	Trillion cubic feet
BOE	Barrels oil equivalent	Tcfe	Trillion cubic feet equivalent
MMBoe	Million barrels oil equivalent	BTU	British thermal unit
MMBoepd	Million barrels oil equivalent per day	BTUpcf	British thermal unit per cubic foot
$MM	Millions of dollars	MMBTU	Million British thermal unit
Kwh	Kilowatt hour	MMBTUpd	Million British thermal unit per day
MW	Megawatt	MTpd	Metric tons per day
MWH	Megawatt hours	LPG	Liquefied petroleum gas

For reporting BOE or Mcfe, one Bbl of oil or condensate is equal to six Mcf of natural gas.

Crude Oil and Natural Gas

Noble Energy, directly or through its subsidiaries or various arrangements with other companies, explores for, develops and produces crude oil and natural gas. Exploration activities include geophysical and geological evaluation and exploratory drilling on properties for which the Company has exploration rights. Noble Energy has been engaged in the exploration, production and marketing of crude oil and natural gas since 1932. The Company has exploration, exploitation and production operations domestically and internationally. The domestic areas consist of: offshore in the Gulf of Mexico and California; the Gulf Coast Region (Louisiana, New Mexico and Texas); the Mid-Continent Region (Oklahoma and Kansas); and the Rocky Mountain Region (Colorado, Montana, North Dakota, Wyoming and California). The international areas of operations include Argentina, China, Ecuador, Equatorial Guinea, the Mediterranean Sea (Israel), the North Sea (Denmark, Netherlands and United Kingdom) and Vietnam. For more information regarding Noble Energy’s crude oil and natural gas properties, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

Exploration , Exploitation and Development Activities

Domestic Offshore. Noble Energy has been actively engaged in exploration, exploitation and development of crude oil and natural gas properties in the Gulf of Mexico (Texas, Louisiana, Mississippi and Alabama) and California since 1968. The Company has shifted its domestic offshore exploration focus to the Gulf of Mexico deep shelf and deepwater areas, and away from the Gulf of Mexico’s conventional shallow shelf, in order to take advantage of lower operating costs, larger prospect sizes and higher rates of return. The Company’s current offshore production is derived from 194 gross wells operated by Noble Energy and 304 gross wells operated by others. At December 31, 2002, the Company held offshore federal leases covering 982,733 gross developed acres and 764,682 gross undeveloped acres on which the Company currently intends to conduct future exploration activities. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

Domestic Onshore. Noble Energy has been actively engaged in exploration, exploitation and development of crude oil and natural gas properties in three regions since the 1930s. The Gulf Coast Region covers onshore Louisiana, New Mexico and Texas. The Mid-Continent Region covers Oklahoma and Kansas. Properties in the Rocky Mountain Region are located in Colorado, Montana, North Dakota, Wyoming and California.

Noble Energy’s current onshore production is derived from 1,496 gross wells operated by the Company and 1,238 gross wells operated by others. At December 31, 2002, the Company held 685,162 gross developed acres and 398,815 gross undeveloped acres onshore on which the Company may conduct future exploration activities. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

Argentina. Noble Energy has been actively engaged in exploration, exploitation and development of crude oil and natural gas properties in Argentina since 1996. The Company’s producing properties are located in southern Argentina in the El Tordillo field, which is characterized by secondary recovery crude oil production from a 10,000 acre reservoir. At December 31, 2002, the Company held 28,988 gross developed acres and 2,398,970 gross undeveloped acres in Argentina on which the Company may conduct future exploration activities. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

China. Noble Energy has been actively engaged in exploration, exploitation and development of crude oil and natural gas properties in China since 1996. The Company has two concessions offshore China. These concessions, Cheng Dao Xi and Cheng Zi Kou, are contiguous and adjoin non-owned production in the southern portion of Bohai Bay. At December 31, 2002, the Company held 7,413 gross developed acres and 2,569,522 gross undeveloped acres in China on which the Company may conduct future exploration activities. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

Ecuador. Noble Energy has been actively engaged in exploration, exploitation and development of crude oil and natural gas properties in Ecuador since 1996. The Company is currently utilizing the gas in the Amistad gas field (offshore Ecuador), which was discovered in the 1970s, to generate electricity through its 100 percent owned natural gas-fired power plant, located near the city of Machala. Currently generating 130 MW, with additional capital investment, the power plant will ultimately be capable of generating 220 MW of electricity into the Ecuadorian power grid. The concession covers 12,355 gross developed acres and 851,771 gross undeveloped acres encompassing the Amistad field. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

Equatorial Guinea. Noble Energy has been actively engaged in exploration, exploitation and development of crude oil and natural gas properties offshore Equatorial Guinea (West Africa) since 1990. The offshore Equatorial Guinea production is from the Alba field, which produces natural gas and condensate. The majority of the natural gas production is sold to a methanol plant, which began production in the second quarter of 2001. The methanol plant has a 25-year contract to purchase natural gas from the Alba field. The plant is owned by Atlantic Methanol Production Company LLC (“AMPCO”), in which the Company indirectly owns a 45 percent interest through its ownership of Atlantic Methanol Capital Company (“AMCCO”). For more information on the methanol plant, see “Item 1. Business—Unconsolidated Subsidiary” of this Form 10-K.

At December 31, 2002, the Company held 45,203 gross developed acres and 266,754 gross undeveloped acres offshore Equatorial Guinea on which the Company may conduct future exploration activities. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10–K.

Israel. Noble Energy has been actively engaged in exploration, exploitation and development of crude oil and natural gas properties in the Mediterranean Sea, offshore Israel, since 1998. The Company owns a 47 percent interest in 11 licenses and two leases. At December 31, 2002, the Company held 123,552 gross developed acres and 1,028,796 gross undeveloped acres located about 20 miles offshore Israel in water depths ranging from 700 feet to 5,000 feet. Noble Energy and its partners announced on June 25, 2002 they had executed a definitive agreement for the sale of natural gas to Israel Electric Corporation (“IEC”). For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

North Sea. Noble Energy has been actively engaged in exploration, exploitation and development of crude oil and natural gas properties in the North Sea (Denmark, Netherlands and United Kingdom) since 1996. At December 31, 2002, the Company held 81,675 gross developed acres and 677,029 gross undeveloped acres on which the Company may conduct future exploration activities. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

Vietnam. Noble Energy owns a 77 percent interest in two offshore blocks totaling 1,701,812 gross undeveloped acres in the Nam Con Son Basin. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10-K.

Production Activities

Operated Property Statistics. The percentage of crude oil and natural gas wells operated and the percentage of sales volume from operated properties are shown in the following table as of December 31:

	2002		2001		2000
(in percentages)	Oil	Gas	Oil	Gas	Oil	Gas
Operated well count basis	23.3	62.8	24.8	60.6	23.1	66.0
Operated sales volume basis	29.3	45.1	37.2	52.3	48.3	64.5

Net Production. The following table sets forth Noble Energy’s net crude oil and natural gas production, including royalty, for the three years ended December 31:

	2002	2001	2000
Crude Oil Production (MMBbl)	12.4	11.2	9.4
Natural Gas Production (Bcf)	141.5	154.2	148.7

Crude Oil and Natural Gas Equivalents. The following table sets forth Noble Energy’s net production stated in crude oil and natural gas equivalent volumes, for the three years ended December 31:

	2002	2001	2000
Total Crude Oil Equivalents (MMBoe)	36.0	36.9	34.2
Total Natural Gas Equivalents (Bcfe)	216.0	221.3	205.4

Acquisitions of Oil and Gas Properties, Leases and Concessions

During 2002, Noble Energy spent approximately $8 million on the purchase of proved crude oil and natural gas properties. The Company spent approximately $98 million in 2001 and $99 million in 2000 on proved properties. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10 -K.

During 2002, Noble Energy spent approximately $31 million on acquisitions of unproved properties. The Company spent approximately $81 million in 2001 and $18 million in 2000 on acquisitions of unproved properties. These properties were acquired primarily through various offshore lease sales, domestic onshore lease acquisitions and international concession negotiations. For more information, see “Item 2. Properties—Crude Oil and Natural Gas” of this Form 10 -K.

Marketing

NEMI seeks opportunities to enhance the value of the Company’s domestic natural gas by marketing directly to end users and aggregating gas to be sold to natural gas marketers and pipelines. During 2002, approximately 83 percent of NEMI’s total sales were to end users. NEMI is also actively involved in the purchase and sale of natural gas from other producers. Such third-party natural gas may be purchased from non-operators who own working interests in the Company’s wells or from other producers’ properties in which the Company may not own an interest. NEMI, through its wholly-owned subsidiary, Noble Gas Pipeline, Inc., engages in the installation, purchase and operation of natural gas gathering systems.

Noble Energy has a short-term natural gas sales contract with NEMI, whereby the Company is paid an index price for all natural gas sold to NEMI. The Company sold approximately 66 percent of its natural gas production to NEMI in 2002. Third-party sales, including derivative transactions, are recorded as gathering, marketing and processing revenues. NEMI records the amount paid to Noble Energy and third parties as gathering, marketing and processing costs and expenses. All intercompany sales and expenses are eliminated in the Company’s consolidated financial statements. The Company has a small number of long-term natural gas contracts representing less than four percent of its total natural gas sales.

Crude oil produced by the Company is sold to purchasers in the United States and foreign locations at various prices depending on the location and quality of the crude oil. The Company has no long-term contracts with purchasers of its crude oil production. Crude oil and condensate are distributed through pipelines and by trucks to gatherers, transportation companies and end users. NEMI markets approximately 30 percent of the Company’s crude oil production as well as certain third-party crude oil. The Company records all of NEMI’s sales as gathering, marketing and processing revenues and records cost of sales in gathering, marketing and processing costs. All intercompany sales and expenses are eliminated in the Company’s consolidated financial statements.

Crude oil prices are affected by a variety of factors that are beyond the control of the Company. The Company’s average crude oil price increased $.68 from $23.30 per Bbl in 2001 to $23.98 per Bbl in 2002. Due to the volatility of crude oil prices, the Company, from time to time, has used hedging instruments and may do so in the future as a means of controlling its exposure to price changes. For additional information, see “Item 7a. Quantitative and Qualitative Disclosures About Market Risk” and “Item 8. Financial Statements and Supplementary Data” of this Form 10 -K.

Substantial competition in the natural gas marketplace continued in 2002. The Company’s average natural gas price decreased from $3.98 per Mcf in 2001 to $2.92 per Mcf in 2002. Due to the volatility of natural gas prices, the Company, from time to time, has used hedging instruments and may do so in the future as a means of controlling its exposure to price changes. For additional information, see “Item 7a. Quantitative and Qualitative Disclosures About Market Risk” and “Item 8. Financial Statements and Supplementary Data” of this Form 10 -K.

The largest single non-affiliated purchaser of the Company’s crude oil production in 2002 accounted for approximately 15 percent of the Company’s crude oil sales, representing approximately three percent of total revenues. The five largest purchasers accounted for approximately 50 percent of total crude oil sales. The largest single non-affiliated purchaser of the Company’s natural gas production in 2002 accounted for approximately six percent of its natural gas sales, representing approximately two percent of total revenues. The five largest purchasers accounted for approximately 16 percent of total natural gas sales. The Company does not believe that its loss of a major crude oil or natural gas purchaser would have a material effect on the Company.

Regulation s and Risks

General. Exploration for and production and sale of crude oil and natural gas are extensively regulated at the international, national, state and local levels. Crude oil and natural gas development and production activities are subject to various laws and regulations (and orders of regulatory bodies pursuant thereto) governing a wide variety of matters, including allowable rates of production, prevention of waste and pollution and protection of the environment. Laws affecting the crude oil and natural gas industry are under constant review for amendment or expansion and frequently increase the regulatory burden on companies. Noble Energy’s ability to economically produce and sell crude oil and natural gas is affected by a number of legal and regulatory factors, including federal, state and local laws and regulations in the United States and laws and regulations of foreign nations. Many of these governmental bodies have issued rules and regulations that are often difficult and costly to comply with, and that carry substantial penalties for failure to comply. These laws, regulations and orders may restrict the rate of crude oil and natural gas production below the rate that would otherwise exist in the absence of such laws, regulations and orders. The regulatory burden on the crude oil and natural gas industry increases its costs of doing business and consequently affects the Company’s profitability.

Certain Risks. In the Company’s exploration operations, losses may occur before any accumulation of crude oil or natural gas is found. If crude oil or natural gas is discovered, no assurance can be given that sufficient reserves will be developed to enable the Company to recover the costs incurred in obtaining the reserves or that reserves will be developed at a sufficient rate to replace reserves currently being produced and sold. The Company’s international operations are also subject to certain political, economic and other uncertainties including, among others, risk of war, expropriation, renegotiation or modification of existing contracts, taxation policies, foreign exchange restrictions, international monetary fluctuations and other hazards arising out of foreign governmental sovereignty over areas in which the Company conducts operations.

Environmental Matters. As a developer, owner and operator of crude oil and natural gas properties, the Company is subject to various federal, state, local and foreign country laws and regulations relating to the discharge of materials into, and the protection of, the environment. The unauthorized release or discharge of crude oil or certain other regulated substances from the Company’s domestic onshore or offshore facilities could subject the Company to

liability under federal laws and regulations, including the Oil Pollution Act of 1990, the Outer Continental Shelf Lands Act and the Federal Water Pollution Control Act, as amended. These laws, among others, impose liability for such a release or discharge for pollution cleanup costs, damage to natural resources and the environment, various forms of direct and indirect economic losses, civil or criminal penalties, and orders or injunctions, including those that can require the suspension or cessation of operations causing or impacting or potentially impacting such release or discharge. The liability under these laws for a substantial such release or discharge, subject to certain specified limitations on liability, may be extraordinarily large. If any pollution was caused by willful misconduct, willful negligence or gross negligence within the privity and knowledge of the Company, or was caused primarily by a violation of federal regulations, the Federal Water Pollution Control Act provides that such limitations on liability do not apply. Certain of the Company’s facilities are subject to regulations that require the preparation and implementation of spill prevention control and countermeasure plans relating to the prevention of, and preparation for, the possible discharge of crude oil into navigable waters.

The Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), also known as “Superfund,” imposes liability on certain classes of persons that generated a hazardous substance that has been released into the environment or that own or operate facilities or vessels onto or into which hazardous substances are disposed. The Resource Conservation and Recovery Act, as amended, (“RCRA”) and regulations promulgated thereunder, regulate hazardous waste, including its generation, treatment, storage and disposal. CERCLA currently exempts crude oil, and RCRA currently exempts certain crude oil and natural gas exploration and production drilling materials, such as drilling fluids and produced waters, from the definitions of hazardous substance and hazardous waste, respectively. The Company’s operations, however, may involve the use or handling of other materials that may be classified as hazardous substances and hazardous wastes, and therefore, these statutes and regulations promulgated under them would apply to the Company’s generation, handling and disposal of these materials. In addition, there can be no assurance that such exemptions will be preserved in future amendments of such acts, if any, or that more stringent laws and regulations protecting the environment will not be adopted.

Certain of the Company’s facilities may also be subject to other federal environmental laws and regulations, including the Clean Air Act with respect to emissions of air pollutants.

Certain state or local laws or regulations and common law may impose liabilities in addition to, or restrictions more stringent than, those described herein.

The environmental laws, rules and regulations of foreign countries are generally less stringent than those of the United States, and therefore, the requirements of such jurisdictions do not generally impose an additional compliance burden on the Company or on its subsidiaries.

The Company has made and will continue to make expenditures in its efforts to comply with environmental requirements. The Company does not believe that it has to date expended material amounts in connection with such activities or that compliance with such requirements will have a material adverse effect upon the capital expenditures, earnings or competitive position of the Company. Although such requirements do have a substantial impact upon the energy industry, generally they do not appear to affect the Company any differently or to any greater or lesser extent than other companies in the industry.

Insurance. The Company has various types of insurance coverages as are customary in the industry which include, in various degrees, general liability, well control, pollution and physical damage insurance. The Company believes the coverages and types of insurance are adequate.

Competition

The oil and gas industry is highly competitive. Many companies and individuals are engaged in exploring for crude oil and natural gas and acquiring crude oil and natural gas properties, resulting in a high degree of competition for

desirable exploratory and producing properties. A number of the companies with which the Company competes are larger and have greater financial resources than the Company.

The availability of a ready market for the Company’s crude oil and natural gas production depends on numerous factors beyond its control, including the level of consumer demand, the extent of worldwide crude oil and natural gas production, the costs and availability of alternative fuels, the costs and proximity of pipelines and other transportation facilities, regulation by state and federal authorities and the costs of complying with applicable environmental regulations.

Unconsolidated Subsidiary

Prior to January 2002, AMCCO was a 50 percent owned joint venture that owned an indirect 90 percent interest in AMPCO, which completed construction of a methanol plant in Equatorial Guinea in the second quarter of 2001. During 1999, AMCCO issued $125 million Series A-1 and $125 million Series A-2 senior secured notes due December 15, 2004 to fund the remaining construction payments. On January 2, 2002, the Company’s partner in AMCCO directed AMCCO to sell 50 percent of its interest in AMPCO as a component of the partner’s sale of its Equatorial Guinea assets. The proceeds of the AMPCO sale were used to repay in full AMCCO’s $125 million Series A-1 Notes on January 28, 2002 and to make a distribution to the Company’s partner. Since the Company’s partner in AMCCO no longer retains an economic interest in AMPCO, the Company began consolidating AMCCO’s debt in 2002, thereby including the $125 million Series A-2 Notes in the Company’s balance sheet effective January 28, 2002. The terms of the $125 million Series A-2 Notes remain unchanged.

The plant construction started during 1998 and initial production of commercial grade methanol commenced May 2, 2001. The total construction costs of the plant and supporting facilities as of December 31, 2002 were $417 million, with the Company responsible for $208.5 million. The plant is designed to produce 2,500 MTpd of methanol, which equates to approximately 20,000 Bpd. At this level of production, the plant would purchase approximately 125 MMcfpd from the 34 percent owned Alba field. The methanol plant has a 25-year contract to purchase natural gas from the Alba field. For more information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data—Note 9 - Unconsolidated Subsidiary” of this Form 10-K.

Geographical Data

The Company has operations throughout the world and manages its operations by country. Information is grouped into five components that are all primarily in the business of natural gas and crude oil exploration, exploitation and production: United States, Equatorial Guinea, Mediterranean Sea, North Sea and Other International. For more information, see “Item 8. Financial Statements and Supplementary Data—Note 11 - Geographical Data” of this Form 10 -K.

Employees

The total number of employees of the Company increased during the year from 610 at December 31, 2001, to 624 at December 31, 2002. Eighty foreign nationals worked in Noble Energy offices in China, Ecuador, Israel and Vietnam as of December 31, 2002.

Available Information

The Company’s website address is www.nobleenergyinc.com. Available on this website under “Investor Relations -Investor Relations Menu - SEC Filings,” free of charge, are Noble Energy’s annual reports on Form 10 -K, quarterly reports on Form 10 -Q, current reports on Form 8 -K and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with or furnished to the United States Securities and Exchange Commission (“SEC”).

Item 2 . Properties.

Offices

The principal corporate office of the Registrant is located in Houston, Texas. The Company maintains offices for international, domestic onshore and domestic offshore operations in Houston, Texas. The Company also maintains offices in China, Ecuador, Israel, the United Kingdom and Vietnam. NEMI’s office is located in Houston, Texas. The Company also maintains offices in Ardmore, Oklahoma for centralized accounting, division orders, employee benefits and related administrative functions.

Crude Oil and Natural Gas

The Company, directly or through its subsidiaries or various arrangements with other companies, searches for potential crude oil and natural gas properties, seeks to acquire exploration rights in areas of interest and conducts exploratory activities. These activities include geophysical and geological evaluation and exploratory drilling, where appropriate, on properties for which it acquired exploration rights. During 2002, Noble Energy drilled or participated in the drilling of 194 gross (90.0 net) wells, comprised of 59 gross (16.1 net) international wells and 135 gross (73.9 net) domestic wells. For more information regarding Noble Energy’s oil and gas properties, see “Item 1. Business—Crude Oil and Natural Gas” of this Form 10-K.

Domestic Offshore. Noble Energy’s first operated commercial deepwater natural gas discovery in East Breaks 421 (Lost Ark) commenced production ahead of schedule in the second quarter of 2002. Production began at an initial rate of 40 MMcfpd. Noble Energy has a 48 percent working interest in Lost Ark.

Another deepwater natural gas discovery, Green Canyon 136 A-8 (Shasta), commenced production in January 2003 at 25 MMcfpd. Noble Energy has a 25 percent working interest in Shasta.

Green Canyon 282 (Boris), a deepwater crude oil discovery, commenced production from its first well during the first quarter of 2003 at 9,500 Bopd. The second well is expected to commence production by mid-year 2003 at an additional 8,000 Bopd. Noble Energy has a 25 percent working interest in Boris.

Another deepwater crude oil discovery, Viosca Knoll 917/961/962 (Swordfish), is expected to commence production during 2004.

Highlights of the 2002 deep shelf program include several key properties. In the first quarter, Eugene Island 97 #3 (Thunderbolt), in which the Company has a 25 percent working interest, commenced production at 15 MMcfpd. During the second quarter, Main Pass 108 B-3 commenced production at 15 MMcfpd, and Viosca Knoll 68 #4 commenced production at 16 MMcfpd. The Company has a 25 percent and 30 percent working interest in these wells, respectively. Noble Energy has a 31 percent working interest in Ship Shoal 225 #1 that commenced production in the third quarter at 750 Bopd. During the fourth quarter, production of 36 MMcfpd commenced from the Viosca Knoll 384 A-1 and A -2. Noble Energy has a 24 percent working interest in these wells.

During 2002, the Company expensed eight exploratory wells related to its offshore activity.

Noble Energy was the successful bidder, alone or with partners, on 17 of 20 lease blocks at the Central Gulf of Mexico Outer Continental Shelf Sale 182. Fifteen of the Company’s 17 bids were approved with two being rejected. Of the 15 approved bids, nine were on blocks in deepwater, five were on blocks in the deep shelf, and the remaining block was in the conventional shelf. Approved bids totaled approximately $9.2 million net to the Company’s interest. Noble Energy will be the designated operator on 12 of the blocks.

Domestic Onshore. During the fourth quarter of 2001, Noble Energy acquired all of the Gulf Coast onshore producing properties of Aspect Energy. As part of the transaction, Noble Energy and Aspect Energy established a joint venture to explore for and produce crude oil and natural gas. The area of mutual interest extends from Matagorda County, Texas to Lafayette Parish, Louisiana and includes 7,250 square miles of 3D seismic. This extensive 3D seismic database enhances Noble Energy’s long-term domestic onshore position by providing a significant number of future exploration opportunities. During 2002, the joint venture drilled 45 wells, of which 26 wells, or 58 percent, were successful.

During the second quarter of 2002, the Company acquired an interest in the Bendito project in Matagorda County, Texas. The acquisition consisted of five producing wells in which Noble Energy owns a 35 percent working interest, 3,000 gross developed acres, 8,100 gross undeveloped acres, multiple 3D seismic defined prospects and a license to 45 square miles of proprietary 3D seismic data. The Steele #1, in which the Company owns a 29 percent working interest, was the initial exploratory test well in the Lower Frio trend of the Bendito project, drilled in late 2002 and tested at 5.1 MMcfpd and 310 Bopd.

Another domestic onshore exploration project in 2002 was Wildcat Ridge, which includes a 120 square mile proprietary 3D seismic survey in southeast Texas and southwest Louisiana. Initial drilling commenced in late 2002 with the Doornbos #1, in which Noble Energy owns a 35 percent working interest, discovering Miocene reserves in multiple zones. The W&T Offshore #1, in which the Company owns a 38 percent working interest, spud in January 2003, is the second successful well within the project. An additional well, the Noble Heirs #1, in which the Company owns a 38 percent working interest, commenced drilling in February 2003. In addition, technical analysis continues on several other identified prospects within the Wildcat Ridge project area.

During 2002, the Company expensed 24 exploratory wells related to its onshore activity.

Argentina. Noble Energy participated with a 13 percent working interest in 37 exploitation wells in the El Tordillo field during 2002. The Company has been awarded, and is awaiting final government approval of, a crude oil and natural gas exploration permit of approximately 1.2 million acres. The permit is located in the Cuyo Basin of Mendoza Province in western Argentina. The Company was the successful bidder on an adjacent permit of approximately 1.1 million acres.

China. Noble Energy completed its development of the Cheng Dao Xi (CDX) field in December 2002. The Company has a 57 percent working interest in CDX, which is located on the south side of Bohai Bay off the coast of China. Initial production of 6,000 Bopd (3,420 Bopd net to Noble Energy) from CDX commenced on January 13, 2003. The facilities on CDX have production capacity of 10,000 Bopd.

During 2002, the Company expensed three exploratory wells related to its activity in China. In early February 2003, an exploratory well in the South China Sea commenced drilling, with the Company having a 50 percent working interest.

Ecuador. In September 2002, Noble Energy commenced operations of its 100 percent owned fully integrated gas-to-power project ahead of schedule. The project includes the Amistad field, which is located in the shallow waters of the Gulf of Guayaquil near the coast of Ecuador. To date, Noble Energy has completed three development wells in the Amistad field that supply approximately 30 MMcfpd of natural gas to the Machala power plant. The power plant is located on the coast near Machala, Ecuador and connects to the Amistad field via a 40-mile pipeline. Machala Power is the only natural gas-fired commercial power generator in Ecuador. The Machala power plant currently has generating capacity of 130 MW from twin General Electric Frame 6Fa turbines.

Equatorial Guinea. During 2002, Noble Energy and its partners obtained approval from the government of Equatorial Guinea for phases 2A and 2B Alba field expansion projects. Phase 2A, which is scheduled to be

completed in the fourth quarter of 2003, is expected to increase gross condensate production by approximately 29,000 Bopd (8,900 Bopd net to Noble Energy).

Phase 2B, which is scheduled to be completed during the fourth quarter of 2004, is expected to increase gross production of LPG by approximately 14,000 Bpd (3,900 Bpd net to Noble Energy) and gross condensate production by approximately 6,000 Bopd (1,700 Bopd net to Noble Energy). The project includes increasing processing capacity, storage and offloading facilities at the existing LPG plant. A fractionation unit will also be installed.

Following the completion of phases 2A and 2B, gross condensate and LPG capacity will be approximately 54,000 Bopd (16,000 Bopd net to Noble Energy) and 16,000 Bpd (4,500 Bpd net to Noble Energy), respectively.

Noble Energy holds a 34 percent working interest in the Alba field and related condensate production facilities, a 28 percent working interest in the Bioko Island LPG plant and a 45 percent working interest in the AMPCO plant that purchases and processes approximately 125 MMcfpd of natural gas into 2,500 MTpd of methanol. During 2002, 17 shipments of methanol were delivered, eight to European markets and nine to markets in the United States.

Israel. The Company and its partners signed a definitive agreement to provide approximately 170 MMcfpd of natural gas for use in IEC’s power plants. Natural gas will be produced from the Mari-B field, offshore Israel, which was discovered in 2000. Production is anticipated to begin during the fourth quarter of 2003. Noble Energy has a 47 percent working interest in the project.

North Sea. The Company continued to focus on production and exploration growth in 2002. Two new licenses (P1047 and P1041) were awarded to Noble Energy in 2002 from the United Kingdom’s 20 ^th Licenses Bid Round. The Company expects to participate in five exploration wells in 2003, including the Company-operated Joppa prospect.

Vietnam. The Company continues to evaluate prospects in the two blocks of the Nam Con Son Basin in order to supplement the Swan discovery well of 2001. During 2002, the Company expensed one exploratory well.

Net Exploratory and Developmental Wells. The following table sets forth, for each of the last three years, the number of net exploratory and development wells drilled by or on behalf of Noble Energy. An exploratory well is a well drilled to find and produce crude oil or natural gas in an unproved area, to find a new reservoir in a field previously found to be productive of crude oil or natural gas in another reservoir, or to extend a known reservoir. A development well, for purposes of the following table and as defined in the rules and regulations of the SEC, is a well drilled within the proved area of a crude oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive. The number of wells drilled refers to the number of wells completed at any time during the respective year, regardless of when drilling was initiated. Completion refers to the installation of permanent equipment for the production of crude oil or natural gas, or in the case of a dry hole, to the reporting of abandonment to the appropriate agency.

	Net Exploratory Wells				Net Development Wells
	Productive(1)		Dry(2)		Productive(1)		Dry(2)
Year Ended December 31,	U.S.	Int’l	U.S.	Int’l	U.S.	Int’l	U.S.	Int’l
2002	9.78		11.45	3.27	41.53	12.84	11.17
2001	4.87	.63	10.79	5.41	68.30	13.67	12.88	1.62
2000	17.86	3.94	10.59	1.00	101.89	5.99	4.17	.57

(1) A productive well is an exploratory or a development well that is not a dry hole.

(2) A dry hole is an exploratory or development well found to be incapable of producing either crude oil or natural gas in sufficient quantities to justify completion as an oil or gas well.

At January 31, 2003, Noble Energy was drilling 5 gross (2.3 net) exploratory wells and 5 gross (.8 net) development wells. These wells are located onshore in Louisiana, Wyoming and Argentina and offshore in the Gulf of Mexico and Equatorial Guinea. These wells have objectives ranging from approximately 5,110 feet to 14,075 feet. The drilling cost to Noble Energy of these wells will be approximately $7 million if all are dry and approximately $11 million if all are completed as producing wells.

Crude Oil and Natural Gas Wells. The number of productive crude oil and natural gas wells in which Noble Energy held an interest as of December 31 follows:

	2002(1)(2)		2001(1)(2)		2000(1)(2)
	Gross	Net	Gross	Net	Gross	Net
Crude Oil Wells
United States – Onshore	1,131.0	458.7	1,364.5	573.6	1,341.5	564.0
United States – Offshore	232.5	95.7	212.5	120.0	210.5	119.2
International	687.0	81.3	670.0	75.7	604.0	66.2
Total	2,050.5	635.7	2,247.0	769.3	2,156.0	749.4
Natural Gas Wells
United States – Onshore	1,603.0	1,006.6	1,673.5	1,025.7	1,532.5	947.1
United States – Offshore	265.5	184.9	333.5	143.3	300.5	133.4
International	42.0	13.1	38.0	8.4	31.0	3.5
Total	1,910.5	1,204.6	2,045.0	1,177.4	1,864.0	1,084.0

(1) Productive wells are producing wells and wells capable of production. A gross well is a well in which a working interest is owned. The number of gross wells is the total number of wells in which a working interest is owned. A net well is deemed to exist when the sum of fractional ownership working interests in gross wells equals one. The number of net wells is the sum of the fractional working interests owned in gross wells expressed as whole numbers and fractions thereof.

(2) One or more completions in the same borehole are counted as one well in this table.

The following table summarizes multiple completions and non-producing wells as of December 31 for the years shown. Included in wells not producing are productive wells awaiting additional action, pipeline connections or shut-in for various reasons.

	2002		2001		2000
	Gross	Net	Gross	Net	Gross	Net
Multiple Completions
Crude Oil	12.0	6.0	13.5	6.9	13.5	6.9
Natural Gas	28.5	8.9	36.5	14.0	36.5	14.0

Not Producing (Shut-in)
Crude Oil	565.0	212.3	391.0	179.2	386.0	177.5
Natural Gas	121.0	73.0	100.0	36.3	62.0	20.6

At year-end 2002, Noble Energy had less than eight percent of its crude oil and natural gas sales volumes committed to long-term supply contracts and had no similar agreements with foreign governments or authorities.

Since January 1, 2002, no crude oil or natural gas reserve information has been filed with, or included in any report to any federal authority or agency other than the SEC and the Energy Information Administration (“EIA”). Noble Energy files Form 23, including reserve and other information, with the EIA.

Average Sales Price. The following table sets forth, for each of the last three years, the average sales price per unit of crude oil produced and per unit of natural gas produced, and the average production cost per unit.

	Year Ended December 31,
	2002		2001		2000
Average sales price per Bbl of crude oil(1):

United States	$	23.08	$	22.88	$	23.75
International	$	24.98	$	23.98	$	28.28

Combined(2)	$	23.98	$	23.30	$	24.95

Average sales price per Mcf of natural gas(1):

United States	$	3.20	$	4.24	$	3.90
International	$	1.18	$	1.60	$	2.45

Combined(3)	$	2.92	$	3.98	$	3.80

Average production (lifting) cost per Mcfe:

United States	$	.70	$	.66	$	.59
International	$	.79	$	.46	$	.64

Combined	$	.70	$	.60	$	.59

(1) Net production amounts used in this calculation include royalties.

(2) Reflects a reduction of $.02 per Bbl in 2002 and $2.92 per Bbl in 2000 from hedging in the United States.

(3) Reflects an increase of $.04 per Mcf in 2002 and $.03 per Mcf in 2001 from hedging in the United States.

Significant Offshore Undeveloped Lease Holdings (interests rounded to nearest whole percent)

Block		Net Working Interest (%)

East Breaks
279*		33
420*		48
464*		48
465*		48
475*		100
510*		33
519*		100
563*		100

Green Canyon
23		100
27		43
85*		50
142		100
185*		100
186*		100
187*		100
227*		100
228*		100
303*		40
507*		50
723*		100
724*		100
768*		100
955*		7
958*		25

West Cameron
136		40
392		100
393		100
400		100
419		100
422		50
438		100
443		100
446		100

Mustang Island
829		80
830		80

Vermilion
195		25
207		25
208		25
228		100
230		100
232		50
235		100
280		50
285		100
300		50
353		100
377		100
391		100

Garden Banks
25		50
154		100
751*		100
795*		100
841*		39

Main Pass
107		25
109		25
110		25
192		100

East Cameron
342		67
348		30
355		100

South Timbalier
62		100
98		50
156		67
278		50
315		40

Ship Shoal
73		50

Galveston
249-L		50
250-L		50
274-L		50
275-L		50
277-L		50
340-S		50
341-S		50

South Marsh Island
38		100
64		67
70		50
145		100
167		100
195		50

Mississippi Canyon
26*		75
70*		75
71*		75
123*		75
159*		75
204*		100
524*		50
583*		50
595*		24
602*		75
639*		24
665*		50
769*		100
811*		30
837*		40
849*		34
855*		30
856*		30
857*		30
896*		67
900*		30
901*		30
911*		40
999*		30
1000*		30

Brazos
308-L		50
336-L		50
337-L		50
368-L		25
543		100

Ewing Bank
834		14
949		52
993		98
995		43
996		43

Eugene Island
96		25
317		67

High Island
A-218		100
A-230		100
A-426		33
A-435		33
A-516		100

Viosca Knoll
23		100
344		100
383		24
697		50
820		50
864*		35
908*		100
917*		10
961*		10
962*		10

Atwater Valley
10*		100
11*		100
23*		100
66*		100
67*		100
327*		79
533*		40

*Located in water deeper than 1,000 feet.

The developed and undeveloped acreage (including both leases and concessions) that Noble Energy held as of December 31, 2002, is as follows:

	Developed Acreage(1)(2)		Undeveloped Acreage(2)(3)(4)
Location	Gross Acres	Net Acres	Gross Acres	Net Acres
United States Onshore
Alabama			2,657	506
California	4,902	2,048	5,002	3,832
Colorado	67,339	58,945	28,705	18,342
Kansas	93,918	52,833	17,803	11,907
Louisiana	52,151	9,162	38,023	10,002
Michigan			1,876	427
Mississippi	878	34	1,884	51
Montana	196,028	116,677	5,488	2,224
New Mexico	2,117	826	2,520	1,873
North Dakota	678	339	4,082	3,087
Oklahoma	144,373	52,972	19,191	7,207
Texas	86,073	40,144	196,038	61,008
Utah	5,160	2,433	4,956	4,254
Wyoming	31,545	18,831	70,590	47,272
Total United States Onshore	685,162	355,244	398,815	171,992
United States Offshore (Federal Waters)
Alabama	103,680	43,430	41,661	25,123
California	38,834	12,039	52,364	9,422
Louisiana	591,963	251,317	407,705	288,823
Mississippi	28,171	15,809	119,024	55,199
Texas	220,085	100,490	143,928	92,094
Total United States Offshore (Federal Waters)	982,733	423,085	764,682	470,661
International
Argentina	28,988	3,977	2,398,970	2,326,204
China	7,413	4,225	2,569,522	1,328,314
Denmark			81,050	32,420
Ecuador	12,355	12,355	851,771	851,771
Equatorial Guinea	45,203	15,727	266,754	92,808
Israel	123,552	58,142	1,028,796	338,538
Netherlands	865	130	74,749	11,212
United Kingdom	80,810	4,646	521,230	153,807
Vietnam			1,701,812	1,309,034
Total International	299,186	99,202	9,494,654	6,444,108

Total	1,967,081	877,531	10,658,151	7,086,761

(1) Developed acreage is acreage spaced or assignable to productive wells.

(2) A gross acre is an acre in which a working interest is owned. A net acre is deemed to exist when the sum of fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.

(3) Undeveloped acreage is considered to be those leased acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of crude oil and natural gas regardless of whether or not such acreage contains proved reserves. Included within undeveloped acreage are those leased acres (held by production under the terms of a lease) that are not within the spacing unit containing, or acreage assigned to, the productive well so holding such lease.

(4) The Argentina acreage includes two concessions totaling 2,314,633 acres subject to final regulatory approval.

Item 3 . Legal Proceedings.

(a) The Company and its subsidiaries are involved in various legal proceedings in the ordinary course of business. These proceedings are subject to the inherent uncertainties in any litigation. The Company is defending itself vigorously in all such matters and does not believe that the ultimate disposition of such proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

(b) On October 15, 2002, Noble Gas Marketing, Inc., Samedan Oil Corporation and Aspect Resources L.L.C., collectively referred to as the “Noble Defendants,” filed proofs of claim in the United States Bankruptcy Court for the Southern District of New York in response to bankruptcy filings by Enron Corporation and certain of its subsidiaries and affiliates, including Enron North America Corporation (“ENA”), under Chapter 11 of the U.S. Bankruptcy Code. The proofs of claim relate to certain natural gas sales agreements and aggregate approximately $18 million.

On December 13, 2002, ENA filed a complaint in which it objected to the Noble Defendants’ proofs of claim, sought recovery of approximately $60 million from the Noble Defendants under the natural gas sales agreements, sought declaratory relief in respect of the offset rights of the Noble Defendants and sought to invalidate the arbitration provisions contained in certain of the agreements in issue. The Noble Defendants intend to vigorously defend against ENA’s claims and do not believe that the ultimate disposition of the bankruptcy proceeding will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.

Item 4 . Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of security holders during the fourth quarter of 2002.

Executive Officers of the Registrant

The following table sets forth certain information, as of March 11, 2003, with respect to the executive officers of the Registrant.

Name	Age	Position

Charles D. Davidson(1)	53	Chairman of the Board, President, Chief Executive Officer and Director

Alan R. Bullington(2)	51	Vice President, International

Robert K. Burleson(3)	45	Vice President, Business Administration and President, Noble Energy Marketing, Inc.

Susan M. Cunningham(4)	47	Senior Vice President, Exploration

Albert D. Hoppe(5)	58	Senior Vice President, General Counsel and Secretary

James L. McElvany(6)	49	Senior Vice President, Chief Financial Officer and Treasurer

Richard A. Peneguy, Jr.(7)	52	Vice President, Offshore

William A. Poillion, Jr.(8)	53	Senior Vice President, Production and Drilling

Ted A. Price(9)	43	Vice President, Onshore

David L. Stover(10)	45	Vice President, Business Development

Kenneth P. Wiley(11)	50	Vice President, Information Systems

(1) Charles D. Davidson has served as President and Chief Executive Officer of the Company since October 2000 and Chairman of the Board since April 2001. Prior to October 2000, he served as President and Chief Executive Officer of Vastar Resources, Inc. (“Vastar”) from March 1997 to September 2000 (Chairman from April 2000) and was a Vastar Director from March 1994 to September 2000. From September 1993 to March 1997, he served as a Senior Vice President of Vastar. From December 1992 to October 1993, he was Senior Vice President of the Eastern District for ARCO Oil and Gas Company. From 1988 to December 1992, he held various positions with ARCO Alaska, Inc. Mr. Davidson, age 53, joined ARCO in 1972.

(2) Alan R. Bullington was appointed Vice President and General Manager, International Division of Samedan Oil Corporation on January 1, 1998 and on April 24, 2001 was elected a Vice President of the Company. Prior thereto, he served as Manager-International Operations and Exploration and as Manager-International Operations. Prior to his employment with Samedan in 1990, he held various management positions within the exploration and production division of Texas Eastern Transmission Company.

(3) Robert K. Burleson was elected a Vice President of the Company on April 24, 2001 and has been in charge of the Company’s Business Administration Department since April 2002. He has also served as President of Noble Gas Marketing, Inc. (now Noble Energy Marketing, Inc.) since June 14, 1995. Prior thereto, he served as Vice President-Marketing for Noble Gas Marketing since its inception in 1994. Previous to his employment

with the Company, he was employed by Reliant Energy as Director of Business Development for its interstate pipeline, Reliant Gas Transmission.

(4) Susan M. Cunningham has served as the Company’s Senior Vice President of Exploration since April 2001. In this role, she oversees the Company’s worldwide exploration activities. Prior to joining the Company, Ms. Cunningham was Texaco’s Vice President of worldwide exploration from April 2000 to March 2001. From 1997 through 1999, she was employed by Statoil, beginning in 1997 as Exploration Manager for deepwater Gulf of Mexico, being appointed a Vice President in 1998 and responsible, in 1999, for Statoil’s West Africa exploration efforts.

(5) Albert D. Hoppe has served as Senior Vice President, General Counsel and Secretary of the Company since December 2000. Prior thereto, he served as Vice President, General Counsel and Secretary of Vastar Resources, Inc. from 1994 through 2000. Prior to his Vastar service, he held various executive and management legal positions with Atlantic Richfield Company.

(6) James L. McElvany has served as Senior Vice President, Chief Financial Officer and Treasurer of the Company since July 2002. Prior thereto, he served as Vice President-Finance, Treasurer and Assistant Secretary since July 1999. Prior to July 1999, he had served as Vice President-Controller of the Company since December 1997. Prior thereto, he served as Controller of the Company since December 1983.

(7) Richard A. Peneguy, Jr. was elected a Vice President of the Company on April 24, 2001 and has served as Vice President and General Manager, Offshore Division of Samedan Oil Corporation since February 2002. Prior thereto, he served as Vice President and General Manager, Onshore Division of Samedan since January 2000. Prior thereto, he served as General Manager, Onshore Division of Samedan since January 1, 1991.

(8) William A. Poillion, Jr. was elected a Senior Vice President of the Company on April 24, 2001 and has served as Senior Vice President-Production and Drilling of Samedan Oil Corporation since January 1998. Prior thereto, he served as Vice President-Production and Drilling of Samedan since November 1990. From March 1, 1985 to October 31, 1990, he served as Manager of Offshore Production and Drilling for Samedan.

(9) Ted A. Price was appointed a Vice President of the Company and Division Manager for the Onshore Division on January 29, 2002. Previously, he served as Manager of Onshore Exploration since 1999. Mr. Price joined the Company in 1981 as a geologist.

(10) David L. Stover was elected the Company’s Vice President of Business Development on December 16, 2002. Previous to his employment with the Company, he was employed by BP as Vice President, Gulf of Mexico Shelf from September 2000 to August 2002. Prior to joining BP, Mr. Stover was employed by Vastar Resources, Inc. as Area Manager for Gulf of Mexico Shelf from April 1999 to September 2000, and prior thereto, as Area Manager for Oklahoma/Arklatex from January 1994 to April 1999.

(11) Kenneth P. Wiley has served as the Company’s Vice President-Information Systems since July 1998. Prior thereto, he served as Manager-Information Systems for Samedan Oil Corporation since November 1994.

Officers serve until the next annual organizational meeting of the Board of Directors or until their successors are chosen and qualified. No officer or executive officer of the Registrant currently has an employment agreement with the Registrant or any of its subsidiaries, although Mr. Davidson had an employment agreement with the Registrant until February 1, 2002. There are no family relationships among any of the Registrant’s officers.

PART II

Item 5 . Market for Registrant’s Common Equity and Related Stockholder Matters.

Common Stock. The Registrant’s Common Stock, $3.33 1/3 par value (“Common Stock”), is listed and traded on the New York Stock Exchange under the symbol “NBL.” The declaration and payment of dividends are at the discretion of the Board of Directors of the Registrant and the amount thereof will depend on the Registrant’s results of operations, financial condition, contractual restrictions, cash requirements, future prospects and other factors deemed relevant by the Board of Directors.

Stock Prices and Dividends by Quarters. The following table sets forth, for the periods indicated, the high and low sales price per share of Common Stock on the New York Stock Exchange and quarterly dividends paid per share.

	High		Low		Dividends Per Share
2002
First quarter	$	40.00	$	30.76	$	.04
Second quarter	$	40.76	$	34.70	$	.04
Third quarter	$	36.34	$	26.65	$	.04
Fourth quarter	$	40.50	$	31.55	$	.04
2001
First quarter	$	51.09	$	39.63	$	.04
Second quarter	$	45.20	$	34.26	$	.04
Third quarter	$	38.19	$	27.50	$	.04
Fourth quarter	$	40.00	$	30.00	$	.04

Transfer Agent and Registrar. The transfer agent and registrar for the Common Stock is Wachovia Bank, N.A., NC1153, 1525 West W. T. Harris Blvd., 3C3, Charlotte, North Carolina 28262-1153.

Stockholders’ Profile. As of December 31, 2002, the number of holders of record of Common Stock was 1,085. The following chart indicates the common stockholders by category.

*December 31, 2002*		Shares Outstanding
Individuals		602,640
Joint accounts		55,350
Fiduciaries		221,479
Institutions		2,551,728
Nominees		53,922,073
Foreign		9,275
Total-Excluding Treasury Shares		57,362,545

Sales of Unregistered Securities. Prior to January 2002, AMCCO was a 50 percent owned joint venture that owned an indirect 90 percent interest in AMPCO, which completed construction of a methanol plant in Equatorial Guinea in the second quarter of 2001. During 1999, AMCCO issued $125 million Series A-1 and $125 million Series A-2 senior secured notes due December 15, 2004 to fund the remaining construction payments. On January 2, 2002, the Company’s partner in AMCCO directed AMCCO to sell 50 percent of its interest in AMPCO as a component of the partner’s sale of its Equatorial Guinea assets. The proceeds of the AMPCO sale were used to repay in full AMCCO’s $125 million Series A-1 Notes on January 28, 2002 and to make a distribution to the Company’s partner. Since the Company’s partner in AMCCO no longer retains an economic interest in AMPCO, the Company began consolidating

AMCCO’s debt in 2002, thereby including the $125 million Series A-2 Notes in the Company’s balance sheet effective January 28, 2002. The terms of the $125 million Series A-2 Notes remain unchanged. The plant construction started during 1998 and initial production of commercial grade methanol commenced May 2, 2001. At the same time the Series A-2 Notes were issued, the Company guaranteed the payment of interest on the Series A-2 Notes and issued, in a private placement pursuant to Section 4(2) of the Securities Act, 125,000 shares of its Series B Mandatorily Convertible Preferred Stock (the “Series B Preferred”), par value $1.00 per share to Noble Share Trust, which is a Delaware statutory business trust, in exchange for all of the beneficial ownership interests in the Noble Share Trust.

Noble Share Trust holds the 125,000 shares of Series B Preferred for the benefit of the holders of the Series A-2 Notes. The Series A -2 indenture trustee, and the holders of 25 percent of the outstanding principal amount of the Series A -2 Notes, would have the right to require a public offering of the Series B Preferred to generate proceeds sufficient to repay the Series A -2 Notes, upon the occurrence of certain events (“Trigger Dates”), including (i) defaults under the Indenture governing the Series A -2 Notes, (ii) a default and acceleration of the Company’s debt exceeding five percent of the Company’s consolidated net tangible assets, and (iii) the simultaneous occurrence of a downgrade of the Company’s unsecured senior debt rating to “Ba1” or below by Moody’s or “BB+” or below by Standard & Poor’s and a decline in the closing price of the Company’s common stock for three consecutive trading days to below $17.50. The exercise of this mandatory remarketing right is subject to certain forbearance provisions that would allow the Company the opportunity to obtain funds for the repayment of the Series A -2 Notes by alternative means for a specified period of time.

The terms of the Series B Preferred, including dividend and conversion features, would be reset at the time of the remarketing, based on the recommendation of Credit Suisse First Boston, as Remarketing Agent, as to the terms necessary to generate proceeds to repay the Series A-2 Notes. If the Remarketing Agent is not able to complete a registered public offering of the Series B Preferred, it may under certain circumstances conduct a private placement of such stock. If it were impossible for legal reasons to remarket the Series B Preferred, the Company would be obligated to repay the Series A-2 Notes.

The Series B Preferred stock would be mandatorily convertible into the Company’s common stock three years after remarketing (or failed remarketing). Generally, each share of Series B Preferred would then be mandatorily convertible at the “Mandatory Conversion Rate,” which is equal to the following number of shares of the Company’s common stock:

(a) if the Mandatory Conversion Date Market Price is greater than or equal to the Threshold Appreciation Price, the quotient of (i) $1,000 divided by (ii) the Threshold Appreciation Price;

(b) if the Mandatory Conversion Date Market Price is less than the Threshold Appreciation Price but is greater than the Reset Price, the quotient of $1,000 divided by the Mandatory Conversion Date Market Price; and

(c) if the Mandatory Conversion Date Market Price is less than or equal to the Reset Price, the quotient of $1,000 divided by the Reset Price.

“Mandatory Conversion Date Market Price” means the average closing price per share of the Company’s common stock for the 20 consecutive trading days immediately prior to, but not including, the mandatory conversion date.

“Threshold Appreciation Price” means the product of (i) the Reset Price (as the same may be adjusted from time to time) and (ii) 110 percent.

“Reset Price” means the higher of (i) the closing price of a share of the Company’s common stock on the Trigger Date or (ii) the quotient (rounded up to the nearest cent) of $125,000,000 divided by the number, as of the Trigger Date, of

the authorized but unissued shares of common stock that have not been reserved as of the Trigger Date by the Company’s Board of Directors for other purposes.

In addition to the mandatory conversion discussed above, each share of the Series B Preferred is generally convertible, at the option of the holder thereof at any time before the mandatory conversion date, into 36.364 shares of the Company’s common stock (the “Optional Conversion Rate”); provided, however, that the Optional Conversion Rate shall adjust, as of the earlier to occur of remarketing or failed remarketing, to the quotient of (i) $1,000 divided by (ii) the Threshold Appreciation Price.

Item 6 . Selected Financial Data.

	Year Ended December 31,
(in thousands, except per share amounts and ratios)	2002		2001		2000		1999		1998
Revenues and Income
Revenues	$	1,443,728	$	1,588,690	$	1,399,457	$	918,349	$	906,787
Net cash provided by operating activities	504,291		635,772		570,334		343,100		382,010
Net income (loss)	17,652		133,575		191,597		49,461		(164,025		)
Per Share Data
Basic earnings (loss) per share	$	.31	$	2.36	$	3.42	$	.87	$	(2.88	)
Cash dividends	$	.16	$	.16	$	.16	$	.16	$	.16
Year-end stock price	$	37.55	$	35.29	$	46.00	$	21.44	$	24.63
Basic weighted average shares outstanding	57,196		56,549		55,999		57,005		56,955
Financial Position (at year end)
Property, plant and equipment, net:
Oil and gas mineral interests, equipment and facilities	$	2,139,785	$	1,953,211	$	1,485,123	$	1,242,370	$	1,429,667
Total assets	2,730,015		2,479,848		1,879,280		1,420,351		1,686,080
Long-term obligations:
Long-term debt, net of current portion	977,116		837,177		525,494		445,319		745,143
Deferred income taxes	201,939		176,259		117,048		83,075		106,823
Other	69,820		75,629		61,639		53,877		52,868
Shareholders’ equity	1,009,386		1,010,198		849,682		683,609		642,080
Ratio of debt-to-book capital	.50		.47		.38		.39		.54
Capital Expenditures
Oil and gas mineral interests, equipment and facilities	$	543,967	$	765,291	$	502,430	$	121,077	$	445,910
Methanol and power projects	57,646		95,716		98,737		89,728		25,131
Other	3,185		1,932		4,430		1,410		2,733
Total capital expenditures	$	604,798	$	862,939	$	605,597	$	212,215	$	473,774

For additional information, see “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.

Operating Statistics

	Year Ended December 31,
	2002		2001		2000		1999		1998
Natural Gas
Sales (in millions)	$	392.1	$	595.4	$	553.7	$	365.1	$	446.0
Production (MMcfpd)	387.6		422.4		406.3		455.1		566.6
Average realized price (per Mcf)	$	2.92	$	3.98	$	3.80	$	2.26	$	2.20

Crude Oil
Sales (in millions)	$	292.9	$	255.5	$	229.6	$	180.6	$	160.6
Production (Bopd)	34,037		30,661		25,805		30,003		37,217
Average realized price (per Bbl)	$	23.98	$	23.30	$	24.95	$	16.81	$	12.12

Royalty sales (in millions)	$	15.6	$	20.9	$	17.3	$	14.0	$	13.1

Item 7 . Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Annual Report on Form 10 -K and the documents incorporated herein by reference contain forward-looking statements based on expectations, estimates and projections as of the date of this filing. These statements by their nature are subject to risks, uncertainties and assumptions and are influenced by various factors. As a consequence, actual results may differ materially from those expressed in the forward-looking statements. For more information, see “Item 7a. Quantitative and Qualitative Disclosures About Market Risk - Cautionary Statement for Purposes of the Private Securities Litigation Reform Act of 1995 and Other Federal Securities Laws” of this Form 10 -K.

CRITICAL ACCOUNTING POLICIES AND PRACTICES

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. The Company’s estimates of crude oil and natural gas reserves are the most significant. All of the reserve data in this Form 10 -K are estimates. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas. There are numerous uncertainties inherent in estimating quantities of proved natural gas and crude oil reserves. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may be different from the quantities of crude oil and natural gas that are ultimately recovered.

The Company accounts for its crude oil and natural gas properties under the successful efforts method of accounting. Under this method, costs to acquire mineral interests in crude oil and natural gas properties, to drill and equip exploratory wells that find proved reserves and to drill and equip development wells are capitalized. Capitalized costs of producing crude oil and natural gas properties are amortized to operations by the unit-of-production method based on proved developed crude oil and natural gas reserves on a property-by-property basis as estimated by Company engineers. Through December 31, 2002, estimated future restoration and abandonment costs are recorded by charges to depreciation, depletion and amortization (“DD&A”) expense over the productive lives of the related properties.

The Company generally recognizes revenue when the product is delivered to a third-party purchaser. The Company follows the entitlements method of accounting for its natural gas imbalances. Natural gas imbalances occur when the Company sells more or less natural gas than it is entitled to under its ownership percentage of total natural gas production. Any excess amount received above the Company’s share is treated as a liability. If less than the Company’s entitlement is received, the underproduction is recorded as a receivable.

The Company, directly or through its subsidiaries, from time to time, uses various derivative arrangements in connection with anticipated crude oil and natural gas sales to minimize the impact of product price fluctuations. Such arrangements include fixed price hedges, costless collars and other contractual arrangements. The Company accounts for its derivative arrangements under Statement of Financial Accounting Standard (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and has elected to designate its derivative arrangements as cash flow hedges.

Other significant items subject to estimates and assumptions include the carrying amount of property, plant and equipment; valuation allowances for receivables, inventories and deferred income tax assets; environmental liabilities; valuation of derivative instruments; and assets and obligations related to employee benefits. Actual results could differ from those estimates. Management believes it is necessary to understand the Company’s significant accounting policies, “Item 8. Financial Statements and Supplementary Data—Note 1 - Summary of Significant Accounting Policies” of this Form 10 -K, in order to understand the Company’s financial condition, changes in financial condition and results of operations.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The Company’s net cash provided from operations in 2002 was lower than 2001 due to lower natural gas prices and decreased gas production volumes, offset partially by higher oil prices and increased oil production volumes. Net cash from operating activities per BOE of production and per share are shown in the charts below.

The crude oil price received by the Company in 2002 increased three percent from 2001 and the natural gas price received by the Company decreased 27 percent in 2002 from the price received in 2001. In 2001, the Company’s crude oil price decreased nine percent and the natural gas price increased five percent compared to 2000.

During 2002, $544 million was spent on acquisition, exploration and development projects, $7 million on the methanol project, $51 million on the Machala power project in Ecuador and $3 million for various other projects for total expenditures of $605 million. The 2003 capital expenditures budget is approximately $510 million.

The Company’s current ratio (current assets divided by current liabilities) was .66:1 at December 31, 2002, compared with .92:1 at December 31, 2001. The decrease in the current ratio was due to a $57.8 million decrease in cash and short-term investments coupled with an $81.8 million increase in accounts payable.

Financing

The Company’s total long-term debt, net of unamortized discount, at December 31, 2002, was $977 million compared to $837 million at December 31, 2001. If the $125 million AMCCO debt had been included, the total long-term debt would have been $962 million at December 31, 2001. The ratio of debt-to-book capital (defined as the Company’s total debt plus its equity) was 50 percent at December 31, 2002, compared with 47 percent at December 31, 2001.

(in thousands)	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1 to 3 Years		4 to 5 Years		After 5 Years
Long-term debt	$	1,025,246	$	41,919	$	153,327	$	380,000	$	450,000
Drilling obligations	118,211		116,411		1,800
Total contractual cash obligations	$	1,143,457	$	158,330	$	155,127	$	380,000	$	450,000

The Company’s long-term debt, net of current portion, is comprised of:

• $250 million of 8% Senior Notes Due 2027

• $100 million of 7 1/4% Notes Due 2097

• $100 million of 7 1/4% Notes Due 2023

• $380 million on the $400 million credit facility based upon a Eurodollar rate plus a range of 60 to 145 basis points depending upon the percentage of utilization and credit rating, maturing in 2006. The interest rate at December 31, 2002 was 2.47 percent. The interest rate at December 31, 2001 was 3.0 percent.

• $125 million of 8.95% Series A-2 Notes on the AMCCO debt, payable in 2004. There was no AMCCO debt on the Company’s balance sheet at December 31, 2001.

• $20.4 million on the Israel debt based upon the London Interbank Offering Rate (“LIBOR”) plus 75 basis points, payable in 2004. The interest rate at December 31, 2002 was 2.18 percent. There was no outstanding Israel debt at December 31, 2001.

• $7.9 million of the 6.25% Aspect acquisition note, payable in 2004

• ($6.2) million unamortized discount

The Company entered into a new $400 million five-year credit agreement on November 30, 2001 with certain commercial lending institutions which exposes the Company to the risk of earnings or cash flow loss due to changes in market interest rates. The interest rate is based upon a Eurodollar rate plus a range of 60 to 145 basis points depending upon the percentage of utilization and credit rating. At December 31, 2002, there was $380 million borrowed against this credit agreement, which has a maturity date of November 30, 2006. For more information, see “Item 8. Financial Statements and Supplementary Data—Note 3 - Debt” of this Form 10-K.

The Company also entered into a new $200 million 364-day credit agreement on November 27, 2002 with certain commercial lending institutions which exposes the Company to the risk of earnings or cash flow loss due to changes in market interest rates. The interest rate is based upon a Eurodollar rate plus a range of 62.5 to 150 basis points depending upon the percentage of utilization and credit rating. At December 31, 2002, there were no amounts outstanding under this credit agreement. The agreement has a maturity date of November 26, 2003 for the revolving commitment and a maturity date of November 25, 2004 for the term commitment that includes any balance remaining after the revolving commitment matures. For more information, see “Item 8. Financial Statements and Supplementary Data—Note 3 - Debt” of this Form 10-K.

Financial covenants on both the $400 million and $200 million credit facilities include the following: (a) the ratio of Earnings Before Interest, Taxes, Depreciation and Exploration Expense (“EBITDAX”) to total interest expense for any consecutive period of four fiscal quarters ending on the last day of a fiscal quarter may not be less than 4.0 to 1.0; (b) the total debt to capitalization ratio, expressed as a percentage, may not exceed 60 percent at any time; and (c) the total asset value of the Company’s restricted subsidiaries may not be less than $800 million at any time.

The Company had no short-term borrowings outstanding on December 31, 2002. The Company had a $25 million short-term note payable outstanding December 31, 2001, which was repaid January 28, 2002. The note was an uncommitted facility with an interest rate of 3.25 percent for the period December 28, 2001 to January 28, 2002.

On January 2, 2002, the Company’s partner in AMCCO directed AMCCO to sell 50 percent of its interest in AMPCO as a component of the partner’s sale of its Equatorial Guinea assets. The proceeds of the AMPCO sale were used to repay in full AMCCO’s $125 million Series A-1 Notes on January 28, 2002 and to make a distribution to the Company’s partner. Since the Company’s partner in AMCCO no longer retains an economic interest in AMPCO, the Company began consolidating AMCCO’s debt in 2002, thereby including the $125 million Series A-2 Notes in the Company’s balance sheet effective January 28, 2002. The terms of the $125 million Series A-2 Notes remain unchanged.

Other

The Company has paid quarterly cash dividends of $.04 per share since 1989 and currently anticipates it will continue to pay quarterly dividends of $.04 per share.

The Company’s Board of Directors, in February 2000, authorized a repurchase of up to $50 million in the Company’s common stock. In the first quarter of 2000, the Company repurchased approximately $30 million of common stock. The 2000 repurchase of 1,386,400 shares at an average cost of $21.84 per share was funded from the Company’s current cash flow. On September 17, 2001 the Company’s Board of Directors approved an expansion of the original repurchase program from $50 million to $100 million. During the fourth quarter of 2001, in conjunction with the expanded repurchase program, the Board approved a stock repurchase forward program. Under the stock repurchase forward program, one of the Company’s banks purchased approximately $35 million of the Company’s stock or 1,044,454 shares on the open market during the first quarter of 2002.

The program was scheduled to mature in January 2003 but has been extended to January 2004. Under the provisions of the agreement with the bank, the Company can choose to either purchase the shares from the bank, issue additional shares to the bank to the extent that the share price has decreased, pay the bank a net amount of cash to the extent that the share price has decreased, or receive from the bank a net amount of cash to the extent that the share price has increased. The bank has the right to terminate the agreement prior to the maturity date if the Company’s share price decreases by 50 percent (to $16.77 per share) or if the Company’s credit rating is downgraded below BBB- (S&P) or Baa3 (Moody’s). If either event occurs and the bank exercises its right to terminate, the Company still retains the right to settle in cash or additional shares. The agreement limits the number of shares to be issued by the Company to 14,000,000 additional shares. Amounts paid or received related to the change in share price will be an addition or reduction to the Company’s capital in excess of par value. No settlements have occurred to date. As of December 31, 2002, the fair value of the Company’s obligation under the contract would be an obligation to pay approximately $36.1 million to the bank (and hold the shares as treasury stock), or the bank would return 81,946 shares of Company stock to the Company, or the bank would pay $3.1 million to the Company.

The Company has sold a number of non-strategic crude oil and natural gas properties over the past three years. Total amounts of crude oil and natural gas reserves associated with the 2002 and 2000 dispositions were .7 MMBbls of oil and 20.3 Bcf of gas and 1.2 MMBbls of oil and 4.8 Bcf of gas, respectively. There were no significant sales of oil or gas properties in 2001. The Company believes the disposition of non-strategic properties furthers the goal of concentrating its efforts on strategic properties.

During 2002, the Company paid $7 million related to certain operating contingencies that had previously been accrued.

The Financial Accounting Standards Board (“FASB”) issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” in June 1998. The Statement established accounting and reporting standards requiring every derivative instrument (including certain derivative instruments embedded in other contracts) to be recorded in the

balance sheet as either an asset or liability measured at its fair value. The Statement requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met wherein gains and losses are reflected in shareholders’ equity as other comprehensive income until the hedged item is recognized. Special accounting for qualifying hedges allows a derivative’s gains and losses to offset related results on the hedged item in the statement of operations, and requires that a company formally document, designate and assess the effectiveness of transactions that receive hedge accounting. The Company adopted SFAS No. 133 effective January 1, 2001. The adoption of this statement did not have a material impact on the Company’s results of operations or financial position.

RESULTS OF OPERATIONS

Net Income and Revenues

The Company’s net income for 2002 was $17.7 million, a decrease of $115.9 million from 2001. The decrease was due primarily to a $208.3 million decrease in natural gas sales, offset by a $37.1 million increase in crude oil sales. The decrease in net income for 2001 compared to 2000 was due to a $61.2 million increase in dry hole expense, offset by a $3.8 million decrease in abandoned asset expense.

Natural Gas Information

Natural gas revenues decreased 34 percent in 2002 due to a 27 percent decrease in the average natural gas price coupled with an eight percent decrease in natural gas production. In the United States, natural gas production decreased 13 percent due to reduced drilling activity, natural decline rates for properties in the Gulf of Mexico and the onshore Gulf Coast region, as well as temporary shut-ins related to Hurricanes Isidore and Lili, coupled with a 25 percent decrease in the average natural gas price. In the North Sea, natural gas revenues decreased 15 percent due to an 11 percent decrease in the average natural gas price coupled with a five percent decrease in natural gas production. In Equatorial Guinea, natural gas revenues increased 39 percent due to the full year of operations of the methanol plant.

Natural gas revenues for 2001 increased eight percent due to a four percent increase in natural gas production coupled with a five percent increase in the average natural gas price compared to 2000. The methanol plant in Equatorial Guinea began operations on May 2, 2001, which accounted for the increased natural gas production compared to 2000.

The table below depicts average daily natural gas production in Mcf by area for the last three years.

	2002	2001	2000
United States	327,451	378,475	378,101
North Sea	16,991	17,830	23,676
Equatorial Guinea	34,382	24,488	2,572
Other International	8,799	1,651	1,970
Total	387,623	422,444	406,319

Natural gas production during 2002 ranged from a low of 351.8 MMcfpd in May, to a high of 424.3 MMcfpd in January. Natural gas accounted for 57 percent of the Company’s total natural gas and crude oil revenues in 2002.

2002 Daily Production by Quarter

Natural Gas		Crude Oil

Crude Oil Information

Crude oil revenues increased 14 percent during 2002 due to an 11 percent increase in production coupled with a three percent increase in the average crude oil price. In the North Sea, crude oil revenues increased 80 percent due to a full year of production from the Hanze field, the commencement of production from the Hannay field in March 2002 and an eight percent increase in the average crude oil price. In Equatorial Guinea, crude oil revenues increased 18 percent due to a 14 percent increase in production from the Alba field, coupled with a four percent increase in the average crude oil price.

Crude oil revenues increased 11 percent in 2001, compared to 2000, due to a 19 percent increase in production offset by a seven percent decline in the average price received for 2001. In the North Sea, crude oil revenues increased 136 percent due to the commencement of production from the Hanze field in August 2001, offset by a 10 percent decrease in the average crude oil price. In Equatorial Guinea, crude oil revenues increased 52 percent due to an 85 percent increase in production from the Alba field, offset by a 17 percent decline in the average price.

The table below depicts average daily crude oil production in Bbls by area for the last three years.

	2002	2001	2000
United States	18,110	18,614	19,019
North Sea	7,847	4,688	1,787
Equatorial Guinea	5,259	4,620	2,497
Other International	2,821	2,739	2,502
Total	34,037	30,661	25,805

Crude oil production during 2002 ranged from a low of 31,060 Bopd in July, to a high of 36,381 Bopd in April. Crude oil accounted for 43 percent of the Company’s total natural gas and crude oil revenues in 2002.

Derivatives and Hedging Activities

The Company, directly or through its subsidiaries, from time to time, uses various hedging arrangements in connection with anticipated crude oil and natural gas sales to minimize the impact of product price fluctuations. Such arrangements include fixed price hedges, costless collars and other contractual arrangements. Although these hedging arrangements expose the Company to credit risk, the Company monitors the creditworthiness of its counterparties and believes that losses from nonperformance are unlikely to occur. Hedging gains and losses related to the Company’s

crude oil and natural gas production are recorded in crude oil and natural gas sales and royalties. For more information, see “Item 7a. Quantitative and Qualitative Disclosures About Market Risk” of this Form 10-K.

Costs and Expenses

Crude oil and natural gas operations expense, consisting of lease operating expense, workover expenses, production taxes and other related lifting costs, was flat overall, in absolute dollars, in 2002 compared to 2001. In the North Sea, operations expense increased 78 percent due to a full year of production operations from the Hanze field and the commencement of operations from the Hannay field in March 2002. In Equatorial Guinea, operations expense increased 45 percent due to the increased production from the Alba field. Domestic operations expense decreased in absolute terms during 2002 offsetting the international increases. Crude oil and natural gas operations expense increased 10 percent overall in 2001 from 2000. In the North Sea, operations expense increased 16 percent due to the commencement of operations of the Hanze field in August 2001. In Equatorial Guinea, operations expense increased 61 percent due to the commencement of natural gas deliveries to the methanol plant in May 2001. Included in operations expense were workover costs of $8.5 million, $15.1 million and $21.1 million for 2002, 2001 and 2000, respectively. The workovers increased operations expense in such periods by $.04, $.07 and $.10 per Mcfe, respectively.

In 2002, DD&A expense increased slightly compared to 2001. In the North Sea, DD&A expense increased 71 percent due to a full year’s production of the Hanze field. In Equatorial Guinea, DD&A expense increased 50 percent due to the results of the field expansion, which included a full year of natural gas sales to the methanol plant. The unit rate of DD&A per BOE was $7.92 in 2002.

In 2001, DD&A expense increased 23 percent overall compared to 2000. In the United States, DD&A expense increased 22 percent due to increased development costs incurred in the Gulf of Mexico to stabilize production volumes. In the North Sea, DD&A expense increased 34 percent due to the commencement of production from the Hanze field in August 2001. In Equatorial Guinea, DD&A expense increased 186 percent due to the commencement of natural gas sales to the methanol plant in May 2001. The unit rate of DD&A per BOE was $7.70 in 2001.

Through December 31, 2002, the Company provided for the cost of future liabilities related to restoration and dismantlement costs for offshore facilities. This provision is based on the Company’s best estimate of such costs to be incurred in future years based on information from the Company’s engineers. These estimated costs were provided through charging DD&A expense using a ratio of production divided by reserves multiplied by the estimated costs to dismantle and restore. The Company adopted SFAS No. 143 on January 1, 2003 and will recognize, as the fair value of asset retirement obligations, $99.7 million related to the United States and $10.0 million related to the North Sea. The Company’s accumulated provision for future dismantlement and restoration cost was $84.1 million at

December 31, 2002, $80.0 million at December 31, 2001 and $79.7 million at December 31, 2000. The Company has not determined the cumulative effect of adoption of this standard. Total estimated future dismantlement and restoration costs of $206.6 million, which consists of $188.7 million for the United States and $17.9 million for the North Sea, are included in future production and development costs for purposes of estimating the future net revenues relating to the Company’s proved reserves. For more information, see “Item 8. Financial Statements and Supplementary Data—Note 1 - Summary of Significant Accounting Policies” of this Form 10-K.

Crude oil and natural gas exploration expense consists of dry hole expense, unproved lease amortization, seismic and other miscellaneous exploration expense, including lease rentals and exploration staff. The table below depicts the exploration expense by area for the last three years.

(in thousands)	2002		2001		2000
United States
Dry hole expense	$	64,449	$	54,810	$	37,281
Unproved lease amortization	19,426		15,112		15,675
Seismic	14,282		13,328		17,794
Other	22,538		17,242		9,617
United States Total Exploration Expense	$	120,695	$	100,492	$	80,367
North Sea
Dry hole expense	$	544	$	28,992	$	17
Unproved lease amortization	178		1,725
Seismic	827		2,209		239
Other	3,661		2,024		1,140
North Sea Total Exploration Expense	$	5,210	$	34,950	$	1,396
Other International including Israel and Equatorial Guinea
Dry hole expense	$	16,403	$	15,882	$	1,165
Unproved lease amortization	1,650		376		400
Seismic	5,383		70		705
Other	1,360		326		835
Other International Total Exploration Expense	$	24,796	$	16,654	$	3,105
Total Exploration Expense	$	150,701	$	152,096	$	84,868

Impairment of Operating Assets

Developed crude oil and natural gas properties and other long-lived assets are assessed whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. The Company performs this review of recoverability by estimating future cash flows. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment is recognized based on the fair value of the assets as determined using the expected present value of future net cash flows. The Company recorded no operating asset impairments during 2002, 2001 or 2000. Individually significant unproved crude oil and natural gas properties are periodically assessed for impairment of value and a loss is recognized at the time of impairment by providing an impairment allowance.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses increased $3.5 million in 2002 compared to 2001 and decreased $3.1 million in 2001 compared to 2000. The increase in SG&A expenses for 2002 is due to increased salary and legal expense, as well as increased costs associated with the Company’s international expansion. The decrease in 2001 compared to 2000 reflects the Company’s effort to reduce SG&A through efficiencies and other reduction measures.

Gathering, Marketing and Processing

NEMI markets the majority of the Company’s domestic natural gas, as well as certain third-party natural gas. NEMI sells natural gas directly to end-users, natural gas marketers, industrial users, interstate and intrastate pipelines, power generators and local distribution companies. NEMI markets a portion of the Company’s domestic crude oil, as well as certain third-party crude oil. The Company records all of NEMI’s sales and expenses as gathering, marketing and processing revenues and expenses. All intercompany sales and expenses have been eliminated in the Company’s consolidated financial statements.

The gathering, marketing and processing revenues less expenses for NEMI are reflected in the table below.

(in thousands)	2002				2001				2000
(amounts include inter- company eliminations)	Crude Oil		Natural Gas		Crude Oil		Natural Gas		Crude Oil		Natural Gas
Revenues	$	88,377	$	625,714	$	75,550	$	645,400	$	91,204	$	498,729
Expenses
Cost of goods sold	61,553		588,022		49,191		607,170		63,005		464,600
Transportation	20,323		28,284		19,739		27,779		19,455		24,014
General and administrative	802		3,857		199		3,176		190		3,002
Total Expenses	$	82,678	$	620,163	$	69,129	$	638,125	$	82,650	$	491,616
Gross Margin	$	5,699	$	5,551	$	6,421	$	7,275	$	8,554	$	7,113

The margins for natural gas on a per MMBTU basis were $.035 for 2002 and 2001 and $.027 for 2000. The increase in natural gas margin on a per MMBTU basis for 2001 compared to 2000 was due to the improvement in natural gas prices. The margins for crude oil on a per Bbl basis were $.84 for 2002, $.95 for 2001 and $1.28 for 2000. The decrease in crude oil margin for 2002 compared to 2001 was due to increased general and administrative expenses coupled with higher transportation expense. The decrease in crude oil margin for 2001 compared to 2000 was due to lower crude oil prices.

Income Taxes

Income tax expense decreased to $25 million in 2002 from $91 million in 2001, primarily from the decrease in income. However, the effective income tax rate increased to 59 percent in 2002 from 41 percent in 2001. During 2002, more of the Company’s income was from international operations. Some of the countries in which the international operations were conducted have a higher statutory income tax rate than the United States. To a lesser extent, also impacting the effective rate in 2002 was the lower income level.

FUTURE TRENDS

The Company expects crude oil and natural gas production to increase in 2003 and 2004 compared to 2002. The increased production in 2003 is expected primarily from the phase 2A expansion of the Alba field in Equatorial Guinea, the startup of production from the Mari-B field, offshore Israel, production from the CDX block in China and a full year of production in Ecuador. The increase in 2004 is expected primarily from the continued expansion of markets in Israel and the phase 2B expansion of the LPG plant in Equatorial Guinea.

The Company recently set its 2003 capital expenditures budget at approximately $510 million. Such expenditures are planned to be funded principally through internally generated cash flows. The Company believes that it has the capital structure to take advantage of strategic acquisitions, as they become available, through internally generated cash flows or available lines of credit and other borrowing opportunities.

SFAS No. 148, “Accounting for Stock-Based Compensation,” was issued in December 2002. This statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide for alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that statement to require prominent disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock-based employee compensation.

The Company currently accounts for stock-based employee compensation plans under the recognition and measurement principles of the Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” The Company has not determined if it will adopt the fair value provisions of SFAS No. 123.

In June 2002, the Emerging Issues Task Force (“EITF”) reached a consensus on certain issues contained in Topic 02-03, “Recognition and Reporting of Gains and Losses on Energy Trading Contracts” under EITF Issue No. 98-10, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities.” While the Company does not engage in material energy trading activities, the EITF has expanded its definition of energy trading activities to include the marketing activities in which the Company is engaged. As of January 1, 2003, the Company will present its gathering, marketing and processing activities in the statement of operations for all periods on a net rather than a gross basis. The change will significantly decrease reported marketing sales and purchases, but will have no effect on operating income or cash flow.

Management believes that the Company is well positioned with its balanced reserves of crude oil and natural gas and downstream projects. The uncertainty of commodity prices continues to affect the crude oil, natural gas and methanol industries. The Company cannot predict the extent to which its revenues will be affected by inflation, government regulation or changing prices.

Item 7a . Quantitative and Qualitative Disclosures About Market Risk.

The Company is exposed to market risk in the normal course of its business operations. Management believes that the Company is well positioned with its mix of crude oil and natural gas reserves to take advantage of future price increases that may occur. However, the uncertainty of crude oil and natural gas prices continues to impact the oil and gas industry. Due to the volatility of crude oil and natural gas prices, the Company, from time to time, has used derivative hedging instruments and may do so in the future as a means of managing its exposure to price changes.

During 2002, the Company entered into various natural gas costless collars, natural gas costless collar combinations and crude oil costless collar transactions related to its production. The table below depicts the various transactions for 2002.

	Natural Gas
Hedge MMBTUpd	170,274
Floor price range	$	2.00 - $3.50
Ceiling price range	$	2.45 - $5.10
Percent of daily production	44		%
Gain (loss) per Mcf	$	.03

	Crude Oil
Hedge Bpd	5,247
Floor price range	$	23.00 - $24.00
Ceiling price range	$	29.30 - $30.10
Percent of daily production	15		%
Gain (loss) per Bbl	$	0

As of December 31, 2002, the Company had entered into costless collars related to its natural gas and crude oil production to support the Company’s investment program as follows:

	Natural Gas			Crude Oil
Production Period	MMBTU Per Day	Price Per MMBTU Floor - Ceiling		Bbls Per Day	Price Per Bbl Floor - Ceiling
1Q 2003	185,000	$	3.87 - $4.82	15,000	$	23.00 - $28.63
2Q 2003	185,000	$	3.43 - $4.57	15,000	$	23.00 - $28.63
3Q 2003	185,000	$	3.43 - $4.60	10,000	$	23.00 - $27.95
4Q 2003	185,000	$	3.43 - $4.84	10,000	$	23.00 - $27.95

The contracts entitle the Company (floating price payor) to receive settlement from the counterparty (fixed price payor) for each calculation period in amounts, if any, by which the settlement price for the last scheduled NYMEX trading day applicable for each calculation period is less than the floor price. The Company would pay the counterparty if the settlement price for the last scheduled NYMEX trading day applicable for each calculation period were more than the ceiling price. The amount payable by the floating price payor, if the floating price is above the ceiling price, is the product of the notional quantity per calculation period and the excess, if any, of the floating price over the ceiling price in respect of each calculation period. The amount payable by the fixed price payor, if the floating price is below the floor price, is the product of the notional quantity per calculation period and the excess, if any, of the floor price over the floating price in respect of each calculation period.

During 2001, the Company had natural gas costless collars for the fourth quarter of 2001 for 50,000 MMBTU of natural gas per day, with a floor price of $3.25 per MMBTU and a ceiling price of $4.60 per MMBTU. The net effect of this fourth quarter 2001 hedge was a $.02 per Mcf increase in the average natural gas price for the year 2001. Of the 50,000 MMBTU per day of costless collars, 25,000 MMBTU per day were terminated early, at a gain. As a result, the Company recognized an additional $.70 per MMBTU on the 25,000 MMBTU of natural gas per day in 2001.

NEMI, from time to time, employs hedging arrangements in connection with its purchases and sales of production. While most of NEMI’s purchases are made for an index-based price, NEMI’s customers often require prices that are either fixed or related to NYMEX. In order to establish a fixed margin and mitigate the risk of price volatility, NEMI may convert a fixed or NYMEX sale to an index-based sales price (such as by purchasing an index-based futures contract obligating NEMI for delivery of production). Due to the size of such transactions and certain restraints imposed by contract and by Company guidelines, as of December 31, 2002, the Company had no material market risk exposure from NEMI’s hedging activity.

The Company has a $400 million credit agreement that exposes the Company to the risk of earnings or cash flow loss due to changes in market interest rates. The interest rate is based upon a Eurodollar rate plus a range of 60 to 145 basis points depending upon the percentage of utilization and credit rating. At December 31, 2002, there was $380 million borrowed against this credit agreement with an interest rate of 2.47 percent and a maturity date of November 30, 2006. A ten percent change in the December 31, 2002 interest rate on this $380 million would result in a change in interest expense of $937,080. All other significant Company long-term debt is fixed-rate and, therefore, does not expose the Company to the risk of earnings or cash flow loss due to changes in market interest rates. For more information, see “Item 8. Financial Statements and Supplementary Data—Note 3 - Debt” of this Form 10–K.

The Company does not enter into foreign currency derivatives. The U.S. dollar is considered the primary currency for each of the Company’s international operations. Transactions that are completed in a foreign currency are translated into U.S. dollars and recorded in the financial statements. Translation gains or losses were not material in any of the periods presented and the Company does not believe it is currently exposed to any material risk of loss on this basis. Such gains or losses are included in other income on the statement of operations. However, certain sales transactions

are concluded in foreign currencies and the Company, therefore, is exposed to potential risk of loss based on fluctuation in exchange rates from time to time.

Cautionary Statement for Purposes of the Private Securities Litigation Reform Act of 1995 and Other Federal Securities Laws

General. Noble Energy is including the following discussion to generally inform its existing and potential security holders of some of the risks and uncertainties that can affect the Company and to take advantage of the “safe harbor” protection for forward-looking statements afforded under federal securities laws. From time to time, the Company’s management or persons acting on management’s behalf make forward-looking statements to inform existing and potential security holders about the Company. These statements may include, but are not limited to, projections and estimates concerning the timing and success of specific projects and the Company’s future: (1) income, (2) crude oil and natural gas production, (3) crude oil and natural gas reserves and reserve replacement and (4) capital spending. Forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “goal” or other words that convey the uncertainty of future events or outcomes. Sometimes the Company will specifically describe a statement as being a forward-looking statement. In addition, except for the historical information contained in this Form 10-K, the matters discussed in this Form 10-K are forward-looking statements. These statements by their nature are subject to certain risks, uncertainties and assumptions and will be influenced by various factors. Should any of the assumptions underlying a forward-looking statement prove incorrect, actual results could vary materially.

Noble Energy believes the factors discussed below are important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made herein or elsewhere by the Company or on its behalf. The factors listed below are not necessarily all of the important factors. Unpredictable or unknown factors not discussed herein could also have material adverse effects on actual results of matters that are the subject of forward-looking statements. Noble Energy does not intend to update its description of important factors each time a potential important factor arises. The Company advises its stockholders that they should: (1) be aware that important factors not described below could affect the accuracy of our forward-looking statements, and (2) use caution and common sense when analyzing our forward-looking statements in this document or elsewhere. All of such forward-looking statements are qualified in their entirety by this cautionary statement.

Volatility and Level of Hydrocarbon Commodity Prices. Historically, natural gas and crude oil prices have been volatile. These prices rise and fall based on changes in market supply and demand fundamentals and changes in the political, regulatory and economic climates and other factors that affect commodities markets generally and are outside of Noble Energy’s control. Some of Noble Energy’s projections and estimates are based on assumptions as to the future prices of natural gas and crude oil. These price assumptions are used for planning purposes. The Company expects its assumptions may change over time and that actual prices in the future may differ from our estimates. Any substantial or extended change in the actual prices of natural gas and/or crude oil could have a material effect on: (1) the Company’s financial position and results of operations, (2) the quantities of natural gas and crude oil reserves that the Company can economically produce, (3) the quantity of estimated proved reserves that may be attributed to its properties, and (4) the Company’s ability to fund its capital program.

Production Rates and Reserve Replacement. Projecting future rates of crude oil and natural gas production is inherently imprecise. Producing crude oil and natural gas reservoirs generally have declining production rates. Production rates depend on a number of factors, including geological, geophysical and engineering issues, weather, production curtailments or restrictions, prices for natural gas and crude oil, available transportation capacity, market demand and the political, economic and regulatory climates. Another factor affecting production rates is Noble Energy’s ability to replace depleting reservoirs with new reserves through exploration success or acquisitions. Exploration success is difficult to predict, particularly over the short term, where results can vary widely from year to year. Moreover, the Company’s ability to replace reserves over an extended period depends not only on the total volumes found, but also on the cost of finding and developing such reserves. Depending on the general price

environment for natural gas and crude oil, Noble Energy’s finding and development costs may not justify the use of resources to explore for and develop such reserves.

Reserve Estimates. Noble Energy’s forward-looking statements are predicated, in part, on the Company’s estimates of its crude oil and natural gas reserves. All of the reserve data in this Form 10-K or otherwise made by or on behalf of the Company are estimates. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas. There are numerous uncertainties inherent in estimating quantities of proved natural gas and crude oil reserves. Projecting future rates of production and timing of future development expenditures is also inexact. Many factors beyond the Company’s control affect these estimates. In addition, the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Therefore, estimates made by different engineers may vary. The results of drilling, testing and production after the date of an estimate may also require a revision of that estimate, and these revisions may be material. As a result, reserve estimates may be different from the quantities of crude oil and natural gas that are ultimately recovered.

Laws and Regulations. Noble Energy’s forward-looking statements are generally based on the assumption that the legal and regulatory environments will remain stable. Changes in the legal and/or regulatory environments could have a material effect on the Company’s future results of operations and financial condition. Noble Energy’s ability to economically produce and sell crude oil, natural gas, methanol and power is affected by a number of legal and regulatory factors, including federal, state and local laws and regulations in the U.S. and laws and regulations of foreign nations, affecting: (1) crude oil and natural gas production, (2) taxes applicable to the Company and/or its production, (3) the amount of crude oil and natural gas available for sale, (4) the availability of adequate pipeline and other transportation and processing facilities, and (5) the marketing of competitive fuels. The Company’s operations are also subject to extensive federal, state and local laws and regulations in the U.S. and laws and regulations of foreign nations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. Noble Energy’s forward-looking statements are generally based upon the expectation that the Company will not be required, in the near future, to expend cash to comply with environmental laws and regulations that are material in relation to its total capital expenditures program. However, inasmuch as such laws and regulations are frequently changed, the Company is unable to accurately predict the ultimate financial impact of compliance.

Drilling and Operating Risks. Noble Energy’s drilling operations are subject to various risks common in the industry, including cratering, explosions, fires and uncontrollable flows of crude oil, natural gas or well fluids. In addition, a substantial amount of the Company’s operations are currently offshore, domestically and internationally, and subject to the additional hazards of marine operations, such as loop currents, capsizing, collision, and damage or loss from severe weather. The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including drilling conditions, pressure or irregularities in formations, equipment failures or accidents and adverse weather conditions.

Competition. The Company’s forward-looking statements are generally based on a stable competitive environment. Competition in the industry is intense. Noble Energy actively competes for reserve acquisitions and exploration leases and licenses, for the labor and equipment required to operate and develop crude oil and natural gas properties and in the gathering and marketing of natural gas, crude oil, methanol and power. The Company’s competitors include the major integrated oil companies, independent crude oil and natural gas concerns, individual producers, natural gas and crude oil marketers and major pipeline companies, as well as participants in other industries supplying energy and fuel to industrial, commercial and individual consumers, many of whom have greater financial resources than the Company.

Noble Energy believes that the location of its properties, its expertise in exploration, drilling and production operations, the experience of its management and the efforts and expertise of its marketing units generally enable it to compete effectively. In making projections with respect to numerous aspects of the Company’s business, Noble Energy generally assumes that there will be no material adverse change in competitive conditions.

Item 8 . Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Independent Auditors’ Reports

	Consolidated Balance Sheets as of December 31, 2002 and 2001

	Consolidated Statements of Operations for each of the three years in the period ended December 31, 2002

	Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2002

	Consolidated Statements of Shareholders’ Equity and Other Comprehensive Income for each of the three years in the period ended December 31, 2002

	Notes to Consolidated Financial Statements

	Supplemental Oil and Gas Information (Unaudited)

	Supplemental Quarterly Financial Information (Unaudited)

All other financial statement schedules have been omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the financial statements, including the notes thereto.

Independent Auditor’s Report

To the Shareholders and Board of Directors of Noble Energy, Inc.:

We have audited the accompanying consolidated balance sheet of Noble Energy, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2002 and the related consolidated statements of operations, shareholders’ equity and other comprehensive income, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company as of December 31, 2001 and 2000, and for the two years then ended, were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements dated January 24, 2002.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Noble Energy, Inc. and subsidiaries as of December 31, 2002 and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed above, other auditors who have ceased operations audited the 2001 and 2000 financial statements of Noble Energy, Inc. As described in “Note 11 - Geographical Data,” the Company changed the composition of its reportable segments in 2002, and the amounts in the 2001 and 2000 financial statements relating to reportable segments have been restated to conform to the 2002 composition of reportable segments. We audited the adjustments that were applied to restate the disclosures for reportable segments reflected in the 2001 and 2000 financial statements. In our opinion, such adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review or apply any procedures to the 2001 and 2000 financial statements of Noble Energy, Inc. other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2001 and 2000 financial statements taken as a whole.

KPMG LLP

Houston, Texas

February 21, 2003

1. This report is a copy of a previously issued report (see page 32 of the Company’s Annual Report for December 31, 2001 on Form 10-K).

2. The predecessor auditor has not reissued this report.

3. The predecessor auditor’s report was issued prior to the restatement referenced in the last paragraph of the February 21, 2003 Independent Auditor’s Report by KPMG LLP on page 37 of this Form 10-K.

Report of Independent Public Accountants

To the Shareholders and Board of Directors of Noble Affiliates, Inc.:

We have audited the accompanying consolidated balance sheet of Noble Affiliates, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, shareholders’ equity and other comprehensive income and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Noble Affiliates, Inc. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Oklahoma City, Oklahoma

January 24, 2002

CONSOLIDATED BALANCE SHEETS

NOBLE ENERGY, INC. AND SUBSIDIARIES

	December 31,
(in thousands, except share amounts)	2002			2001

ASSETS
Current Assets:
Cash and short-term investments	$	15,442		$	73,237
Accounts receivable - trade	232,924			182,979
Oil and gas hedges receivable	10,271			33,424
Materials and supplies inventories	10,663			10,828
Other current assets	41,074			51,103
Total current assets	310,374			351,571
Property, Plant and Equipment, at Cost:
Oil and gas mineral interests, equipment and facilities (successful efforts method of accounting)	4,285,508			3,929,226
Other	48,507			45,528
	4,334,015			3,974,754
Accumulated depreciation, depletion and amortization	(2,194,230		)	(2,021,543		)
Total property, plant and equipment, net	2,139,785			1,953,211
Investment in Unconsolidated Subsidiary, at Cost	234,668			117,735
Other Assets	45,188			57,331
Total Assets	$	2,730,015		$	2,479,848

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable - trade	$	351,856		$	270,091
Short-term note payable				25,000
Current installments of long-term debt	41,919			19,507
Oil and gas hedges payable	32,285			25,363
Other current liabilities	36,159			40,624
Income taxes - current	9,535
Total current liabilities	471,754			380,585
Deferred Income Taxes	201,939			176,259
Other Deferred Credits and Noncurrent Liabilities	69,820			75,629
Long-term Debt	977,116			837,177
Shareholders’ Equity:
Preferred stock - par value $1.00; 4,000,000 shares authorized, none issued
Common stock - par value $3.33 1/3; 100,000,000 shares authorized; 59,868,067 and 59,511,323 shares issued in 2002 and 2001, respectively	199,558			198,369
Capital in excess of par value	405,271			396,104
Accumulated other comprehensive income (loss)	(14,603		)	5,070
Retained earnings	458,490			449,985
	1,048,716			1,049,528
Less common stock in treasury at cost (December 31, 2002 and 2001, 2,505,522 shares)	(39,330		)	(39,330		)
Total shareholders’ equity	1,009,386			1,010,198
Total Liabilities and Shareholders’ Equity	$	2,730,015		$	2,479,848

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

NOBLE ENERGY, INC. AND SUBSIDIARIES

	Year ended December 31,
(in thousands, except per share amounts)	2002			2001			2000
Revenues:
Oil and gas sales and royalties	$	700,602		$	871,812		$	800,594
Gathering, marketing and processing	714,091			721,000			589,933
Electricity sales	18,257
Income (loss) from investment in unconsolidated subsidiary	9,532			(5,075		)	1,489
Other income	1,246			953			7,441
Total Revenues	1,443,728			1,588,690			1,399,457
Costs and Expenses:
Oil and gas operations	133,826			133,549			121,866
Transportation	16,441			16,012			9,241
Oil and gas exploration	150,701			152,096			84,868
Gathering, marketing and processing	703,556			708,292			574,266
Electricity generation	15,946
Depreciation, depletion and amortization	285,286			284,016			230,800
Selling, general and administrative	47,664			44,164			47,291
Interest	64,040			41,904			37,968
Interest capitalized	(16,331		)	(15,953		)	(6,326		)
Total Costs and Expenses	1,401,129			1,364,080			1,099,974
Income Before Taxes	42,599			224,610			299,483
Income Tax Provision:
Current	7,625			31,595			74,616
Deferred	17,322			59,440			33,270
Total Tax Provision	24,947			91,035			107,886
Net Income	$	17,652		$	133,575		$	191,597
Basic Earnings Per Share	$	0.31		$	2.36		$	3.42
Diluted Earnings Per Share	$	0.31		$	2.33		$	3.38
Weighted Average Shares Outstanding:
Basic	57,196			56,549			55,999
Diluted	57,763			57,303			56,755

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOBLE ENERGY, INC. AND SUBSIDIARIES

	Year ended December 31,
(in thousands)	2002			2001			2000
Cash Flows from Operating Activities:
Net income	$	17,652		$	133,575		$	191,597
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	285,286			284,016			230,800
Depreciation, depletion and amortization - electricity generation	8,458
Dry hole expense	81,396			99,684			38,463
Amortization of unproved leasehold costs, net	21,254			17,213			16,075
(Gain) loss on disposal of assets	(106		)	(2,098		)	(3,799		)
Noncurrent deferred income taxes	18,192			59,212			33,973
(Income) loss from unconsolidated subsidiary	(9,532		)	5,075			(1,489		)
Dividends received from unconsolidated subsidiary	17,696
Increase (decrease) in other deferred credits	(5,810		)	13,990			7,762
(Increase) decrease in other	10,942			(2,224		)	(3,747		)
Changes in operating assets and liabilities, not including cash:
(Increase) decrease in accounts receivable	(49,945		)	57,973			(137,049		)
(Increase) decrease in other current assets	21,972			(64,951		)	3,557
Increase (decrease) in accounts payable	81,764			(17,960		)	198,871
Increase (decrease) in other current liabilities	5,072			52,267			(4,680		)
Net Cash Provided by Operating Activities	504,291			635,772			570,334
Cash Flows from Investing Activities:
Capital expenditures	(595,739		)	(738,706		)	(536,901		)
Investment in unconsolidated subsidiary	(7,652		)	(48,651		)	(57,045		)
Proceeds from sale of property, plant and equipment	20,363			1,434			12,608
Distribution from unconsolidated subsidiary	5,500
Aspect acquisition				(107,078		)
Cash obtained in acquisition				9,286
Net Cash Used in Investing Activities	(577,528		)	(883,715		)	(581,338		)
Cash Flows from Financing Activities:
Exercise of stock options	10,356			16,675			13,717
Cash dividends paid	(9,147		)	(9,042		)	(8,958		)
Proceeds from bank debt	158,669			675,000			137,000
Repayment of bank debt	(124,929		)	(375,000		)	(57,000		)
Repayment of notes payable - unconsolidated subsidiary							(23,245		)
Repayment of note payable obtained in Aspect acquisition	(19,507		)	(9,605		)
Purchase of treasury stock							(30,283		)
Net Cash Provided by Financing Activities	15,442			298,028			31,231
Increase (Decrease) in Cash and Short-term Cash Investments	(57,795		)	50,085			20,227
Cash and Short-term Cash Investments at Beginning of Year	73,237			23,152			2,925
Cash and Short-term Cash Investments at End of Year	$	15,442		$	73,237		$	23,152

Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest (net of amount capitalized)	$	26,321		$	26,590		$	32,976
Income taxes paid (refunded)	$	(40,394	)	$	66,131		$	56,890
Non-cash financing and investing activities:
Issuance of treasury stock for acquisition				$	14,238
Debt assumed in acquisition				$	40,043
Consolidation of AMCCO’s debt (net of discount)	$	122,945

See accompanying Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND
OTHER COMPREHENSIVE INCOME

NOBLE ENERGY, INC. AND SUBSIDIARIES

(in thousands)	Comprehensive Income (Loss)			Common Stock		Capital in Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock At Cost			Total Shareholders’ Equity

December 31, 1999				$	195,231	$	360,983	$	142,813					$	(15,418	)	$	683,609
Net Income								191,597									191,597
Purchase of treasury stock														(30,283		)	(30,283		)
Exercise of stock options				1,441		12,276											13,717
Cash dividends ($.16 per share)								(8,958		)							(8,958		)
December 31, 2000				$	196,672	$	373,259	$	325,452					$	(45,701	)	$	849,682
Net Income	$	133,575						133,575									133,575
Hedge derivatives marked to market	5,070										5,070						5,070
Treasury stock issued for acquisition						7,867								6,371			14,238
Exercise of stock options				1,697		14,978											16,675
Cash dividends ($.16 per share)								(9,042		)							(9,042		)
Total	$	138,645
December 31, 2001				$	198,369	$	396,104	$	449,985		$	5,070		$	(39,330	)	$	1,010,198
Net Income	$	17,652						17,652									17,652
Reclassification of unrealized gains on hedges to net income, net of $.5 income tax	1										1						1
Change in fair value of cash flow hedges, net of income tax	(19,674		)								(19,674		)				(19,674		)
Exercise of stock options				1,189		9,167											10,356
Cash dividends ($.16 per share)								(9,147		)							(9,147		)
Total	$	(2,021	)
December 31, 2002				$	199,558	$	405,271	$	458,490		$	(14,603	)	$	(39,330	)	$	1,009,386

See accompanying Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in tables, unless otherwise indicated, are in thousands, except per share amounts)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

Accounting policies used by Noble Energy, Inc. and subsidiaries reflect industry practices and conform to accounting principles generally accepted in the United States of America. The more significant of such policies are briefly discussed below. The consolidated accounts include Noble Energy, Inc. (the “Company” or “Noble Energy”) and the consolidated accounts of its wholly-owned subsidiaries. Effective December 31, 2001, Energy Development Corporation (“EDC”), a previously wholly-owned subsidiary of Samedan Oil Corporation (“Samedan”), was merged into Samedan, another previously wholly-owned subsidiary. Effective December 31, 2002, Samedan was merged into Noble Energy, Inc. Also effective December 31, 2002, Noble Trading, Inc. (“NTI”) was merged into Noble Gas Marketing, Inc. (“NGM”) under the new name of Noble Energy Marketing, Inc. (“NEMI”). Listed below are consolidated entities at December 31, 2002. All significant intercompany balances and transactions have been eliminated upon consolidation.

NOBLE ENERGY, INC.

LaTex Resources Inc.

Noble Energy Marketing, Inc.

Noble Gas Pipeline, Inc.

NPM, Inc.

Samedan North Sea, Inc.

Samedan of North Africa, Inc.

EDC Ireland

Samedan International

Machalapower Cia. Ltda.

Samedan, Mediterranean Sea

Samedan Transfer Sub

Samedan Vietnam Limited

Samedan, Mediterranean Sea, Inc.

Samedan of Tunisia, Inc.

Samedan Oil of Canada, Inc.

Samedan Oil of Indonesia, Inc.

Samedan Pipe Line Corporation

Samedan Royalty Corporation

EDC Australia, Ltd.

EDC Ecuador Ltd.

EDC Ecuador Limited

EDC Portugal Ltd.

EDC (UK) Limited

EDC (Denmark) Inc.

EDC (Europe) Limited

EDC (ISE) Limited

EDC (Oilex) Limited

Brabant Oil Limited

Energy Development Corporation (Argentina), Inc.

Energy Development Corporation (China), Inc.

Energy Development Corporation (HIPS), Inc.

Gasdel Pipeline System Incorporated

HGC, Inc.

Producers Service, Inc.

Nature of Operations

The Company is an independent energy company engaged, directly or through its subsidiaries or various arrangements with other companies, in the exploration, development, production and marketing of crude oil and natural gas. The Company has exploration, exploitation and production operations domestically and internationally. The domestic areas consist of: offshore in the Gulf of Mexico and California; the Gulf Coast Region (Louisiana, New Mexico and Texas); the Mid-Continent Region (Oklahoma and Kansas); and the Rocky Mountain Region (Colorado, Montana, North Dakota, Wyoming and California). The international areas of operations include Argentina, China, Ecuador, Equatorial Guinea, the Mediterranean Sea (Israel), the North Sea (Denmark, Netherlands and United Kingdom) and Vietnam. The Company also markets domestic crude oil and natural gas production through NEMI.

Use of Estimates

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s estimates of crude oil and natural gas reserves are the most significant. All of the reserve data in this Form 10-K are estimates. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas. There are numerous uncertainties inherent in estimating quantities of proved natural gas and crude oil reserves. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, reserve estimates may be different from the quantities of crude oil and natural gas that are ultimately recovered. Other items subject to estimates and assumptions include the carrying amount of property, plant and equipment; valuation allowances for receivables, inventories and deferred income tax assets; environmental liabilities; valuation of derivative instruments; and assets and obligations related to employee benefits. Actual results could differ from those estimates.

Foreign Currency Translation

The U.S. dollar is considered the primary currency for each of the Company’s international operations. Transactions that are completed in a foreign currency are translated into U.S. dollars and recorded in the financial statements. Translation gains or losses were not material in any of the periods presented and are included in other income on the statement of operations.

Materials and Supplies Inventories

Materials and supplies inventories, consisting principally of tubular goods and production equipment, are stated at the lower of cost or market, with cost being determined by the first-in, first-out method.

Property, Plant and Equipment

The Company accounts for its crude oil and natural gas properties under the successful efforts method of accounting. Under this method, costs to acquire mineral interests in crude oil and natural gas properties, to drill and equip exploratory wells that find proved reserves and to drill and equip development wells are capitalized. Capitalized costs of producing crude oil and natural gas properties are amortized to operations by the unit-of-production method based on proved developed crude oil and natural gas reserves on a property-by-property basis as estimated by Company engineers. Through December 31, 2002, estimated future restoration and abandonment costs are recorded by charges to DD&A expense over the productive lives of the related properties. The Company has provided $84.1 million for such future costs classified with accumulated DD&A in the December 31, 2002 balance sheet. The total estimated future dismantlement and restoration costs of $206.6 million, which consists of $188.7 million for the United States and $17.9 million for the North Sea, are included in future production and development costs for purposes of estimating the

future net revenues relating to the Company’s proved reserves. Upon sale or retirement of depreciable or depletable property, the cost and related accumulated DD&A are eliminated from the accounts and the resulting gain or loss is recognized.

Individually significant unproved crude oil and natural gas properties are periodically assessed for impairment of value and a loss is recognized at the time of impairment by providing an impairment allowance. Other unproved properties are amortized on a composite method based on the Company’s experience of successful drilling and average holding period. Geological and geophysical costs, delay rentals and costs to drill exploratory wells that do not find proved reserves are expensed. Repairs and maintenance are expensed as incurred.

Proved crude oil and natural gas properties and other long-lived assets are periodically assessed to determine if circumstances indicate that the carrying amount of an asset may not be recoverable. SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” was issued in August 2001. This statement addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” This statement requires (a) recognition of an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measurement of an impairment loss as the difference between the carrying amount and fair value of the asset. The Company adopted the statement January 1, 2002 with no material impact on the Company’s results of operations or financial position.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Capitalization of Interest

The Company capitalizes interest costs associated with the development and construction of significant properties or projects.

Statement of Cash Flows

For purposes of reporting cash flows, cash and short-te r m investments include cash on hand and investments purchased with original maturities of three months or less.

Basic Earnings Per Share and Diluted Earnings Per Share

Basic earnings per share (“EPS”) of common stock have been computed on the basis of the weighted average number of shares outstanding during each period. The diluted EPS of common stock includes the effect of outstanding stock options. The following table summarizes the calculation of basic EPS and diluted EPS components as of December 31:

	2002					2001					2000
(in thousands except per share amounts)	Income (Numerator)				Shares (Denominator)	Income (Numerator)				Shares (Denominator)	Income (Numerator)				Shares (Denominator)
Net income/shares	$	17,652			57,196	$	133,575			56,549	$	191,597			55,999
Basic EPS			$	.31				$	2.36				$	3.42

Net income/shares	$	17,652			57,196	$	133,575			56,549	$	191,597			55,999
Effect of Dilutive Securities Stock options					567					754					756
Adjusted net income and shares	$	17,652			57,763	$	133,575			57,303	$	191,597			56,755
Diluted EPS			$	.31				$	2.33				$	3.38

The table below reflects the amount of options not included in the EPS calculation above, as they were antidilutive.

	2002			2001			2000
Options excluded from dilution calculation	2,229,978			1,485,303			1,633,149
Range of exercise prices	$	35.40 - $43.21		$	38.88 - $43.21		$	35.94 - $40.38
Weighted average exercise price	$		39.77	$		41.29	$		38.39

Accounting for Employee Stock-Based Compensation

At December 31, 2002, the Company has two stock-based employee compensation plans, which are described more fully in “Note 5 - Common Stock, Stock Options and Stockholder Rights.” The Company accounts for those plans under the intrinsic value recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. At issuance, stock-based employee compensation cost was reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” to stock-based employee compensation.

(in thousands except per share amounts)	2002			2001			2000
Net income, as reported	$	17,652		$	133,575		$	191,597
Add: Stock-based compensation cost recognized, net of related tax effects	392						477
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects	(6,394		)	(7,538		)	(8,170		)
Pro forma net income	$	11,650		$	126,037		$	183,904
Earnings per share:
Basic - as reported	$	.31		$	2.36		$	3.42
Basic - pro forma	$	.20		$	2.23		$	3.28
Diluted - as reported	$	.31		$	2.33		$	3.38
Diluted - pro forma	$	.20		$	2.20		$	3.24

Fair value estimates are based on several assumptions and should not be viewed as indicative of the operations of the Company in future periods. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants in 2002, 2001 and 2000, respectively, as follows:

(amounts expressed in percentages)	2002	2001	2000
Interest rate	4.78	5.46	6.25
Dividend yield	.43	.40	.40
Expected volatility	40.26	38.19	51.67
Expected life	9.73	9.64	9.71

The weighted average fair value of options granted using the Black-Scholes option pricing model for 2002, 2001 and 2000, respectively, is as follows:

	2002		2001		2000
Black-Scholes model weighted average fair value option price	$	18.14	$	23.86	$	16.66

Revenue Recognition and Gas Imbalances

Noble Energy generally recognizes revenue when the product is delivered to a third-party purchaser.

NEMI records third-party sales, including derivative transactions, as gathering, marketing and processing revenues. NEMI records the amount paid to third parties as gathering, marketing and processing costs and expenses.

The Company follows the entitlements method of accounting for its natural gas imbalances. Natural gas imbalances occur when the Company sells more or less natural gas than it is entitled to under its ownership percentage of total natural gas production. Any excess amount received above the Company’s share is treated as a liability. If less than the Company’s entitlement is received, the underproduction is recorded as a receivable. The Company records the non-current liability in other deferred credits and non-current liabilities, and the current liability in other current liabilities. The Company’s natural gas imbalance liabilities were $15.4 million and $15.5 million for 2002 and 2001, respectively. The Company records the non-current receivable in other assets and the current receivable in other current assets. The Company’s natural gas imbalance receivables were $20.1 million and $20.9 million for 2002 and 2001, respectively, and are valued at the amount that is expected to be received.

Derivatives and Hedging Activities

The FASB issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” in June 1998. The Statement established accounting and reporting standards requiring every derivative instrument (including certain derivative instruments embedded in other contracts) to be recorded in the balance sheet as either an asset or liability measured at its fair value. The Statement requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met wherein gains and losses are reflected in shareholders’ equity as other comprehensive income until the hedged item is recognized. Special accounting for qualifying hedges allows a

derivative’s gains and losses to offset related results on the hedged item in the statement of operations, and requires that a company formally document, designate and assess the effectiveness of transactions that receive hedge accounting.

The Company adopted SFAS No. 133 effective January 1, 2001. The adoption of this statement did not have a material impact on the Company’s results of operations or financial position, as of the date of adoption. At December 31, 2002, the Company recorded crude oil and natural gas hedge liabilities of $22.5 million and other comprehensive loss, net of tax, of $14.6 million related to the Company’s hedging contracts.

Self-Insurance

The Company self-insures the medical and dental coverage provided to certain of its employees, certain workers’ compensation and the first $250,000 of its general liability coverage.

Liabilities are accrued for self-insured claims when sufficient information is available to reasonably estimate the amount of the loss.

Unconsolidated Subsidiary

Reclassification

Certain reclassifications have been made to the 2000 and 2001 consolidated financial statements to conform to the 2002 presentation. These reclassifications are not material to the Company’s financial position.

Recently Issued Pronouncements

SFAS No. 143, “Accounting for Asset Retirement Obligations,” was issued in June 2001. This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. The associated asset retirement costs are capitalized as part of the carrying cost of the asset. The Company adopted SFAS No. 143 on January 1, 2003 and will recognize, as the fair value of asset retirement obligations, $99.7 million related to the United States and $10.0 million related to the North Sea. The Company’s accumulated provision for future retirement obligations was $84.1 million at December 31, 2002. The Company has not determined the cumulative effect of adoption of this standard. The expected future retirement obligation for the United States is $188.7 million and for the North Sea is $17.9 million. The difference between the expected future retirement obligation and the fair value of the retirement obligation will be expensed beginning in 2003 based on the credit-adjusted risk-free rate of 8.5 percent until the asset retirement date.

The Company currently accounts for stock-based employee compensation plans under the recognition and measurement principles of the APB Opinion No. 25, “Accounting for Stock Issued to Employees.” The Company has not determined if it will adopt the fair value provisions of SFAS No. 123.

In June 2002, the EITF reached a consensus on certain issues contained in Topic 02-03, “Recognition and Reporting of Gains and Losses on Energy Trading Contracts” under EITF Issue No. 98-10, “Accounting for Contracts Involved in Energy Trading and Risk Management Activities.” While the Company does not engage in material energy trading activities, the EITF has expanded its definition of energy trading activities to include the marketing activities in which the Company is engaged. As of January 1, 2003, the Company will present its gathering, marketing and processing activities in the statement of operations for all periods on a net rather than a gross basis. The change will significantly decrease reported marketing sales and purchases, but will have no effect on operating income or cash flow.

Note 2 - Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments. The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between two willing parties.

Cash, Short-Term Investments, Accounts Receivable and Accounts Payable

The carrying amounts approximate fair value due to the short-term nature or maturity of the instruments.

Crude Oil and Natural Gas Price Hedge Agreements

The fair value of crude oil and natural gas price hedges is the estimated amount the Company would receive or pay to terminate the hedge agreements at the reporting date taking into account creditworthiness of the hedging parties.

Long-Term Debt

The fair value of the Company’s long-te r m debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities.

The carrying amounts and estimated fair values of the Company’s financial instruments, including current items, as of December 31, for each of the years are as follows:

	2002						2001
(in thousands)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Crude oil and natural gas price hedge agreements	$	(22,520	)	$	(22,520	)	$	16,032		$	16,032
Long-term debt	$	(1,025,246	)	$	(1,039,216	)	$	(861,015	)	$	(871,540	)

Note 3 - Debt

A summary of debt at December 31 follows:

		December 31, 2002			December 31, 2001
(in thousands)		Debt		Percentage Interest Rate	Debt		Percentage Interest Rate
$400 million Credit Agreement, maturity date November 2006		$	380,000	2.47	$	380,000	3.00
Note obtained in Aspect acquisition, due May 2004		11,508		6.25	31,015		6.25
7 1/4% Notes Due 2023		100,000		7.25	100,000		7.25
8% Senior Notes Due 2027		250,000		8.00	250,000		8.00
7 1/4% Senior Debentures Due 2097		100,000		7.25	100,000		7.25
AMCCO Note, due December 2004		125,000		8.95
Israel Note, due 2003 and 2004		58,738		2.18
Outstanding debt		1,025,246			861,015
Less:	unamortized discount	6,211			4,331
	current installment of long-term debt	41,919			19,507
Long-te r m debt		$	977,116		$	837,177

The Company entered into a new $400 million five-year credit agreement on November 30, 2001, with certain commercial lending institutions, which exposes the Company to the risk of earnings or cash flow loss due to changes in market interest rates. The interest rate is based upon a Eurodollar rate plus a range of 60 to 145 basis points depending upon the percentage of utilization and credit rating. At December 31, 2002, there was $380 million borrowed against this credit agreement, which has a maturity date of November 30, 2006.

Financial covenants on both the $400 million and $200 million credit facilities include the following: (a) the ratio of EBITDAX to total interest expense for any consecutive period of four fiscal quarters ending on the last day of a fiscal quarter may not be less than 4.0 to 1.0; (b) the total debt to capitalization ratio, expressed as a percentage, may not exceed 60 percent at any time; and (c) the total asset value of the Company’s restricted subsidiaries may not be less than $800 million at any time.

Note 4 - Income Taxes

The following table details the difference between the federal statutory tax rate and the effective tax rate for the years ended December 31:

(amounts expressed in percentages)	2002		2001	2000
Statutory rate (benefit)	35.0		35.0	35.0
Effect of:
State taxes, net of federal benefit	1.1		.3	.3
Difference between U.S. and foreign rates	24.5		4.9	.2
Other, net	(2.0	)	.4	.5
Effective rate	58.6		40.6	36.0

The net current deferred tax asset (liability) in the following table is classified as other current assets in the consolidated balance sheet. The tax effects of temporary differences that gave rise to deferred tax assets and liabilities as of December 31 were:

(in thousands)	2002			2001
U.S. and State Current Deferred Tax Assets (Liabilities):
Accrued expenses	$	980		$	15
Deferred income	387			626
Allowance for doubtful accounts	353			226
Marked to market - hedging contracts	7,864			(2,730		)
Other				(17		)
Net U.S. and State Current Deferred Tax Assets (Liabilities)	9,584			(1,880		)
U.S. and State Non-current Deferred Tax Assets (Liabilities):
Property, plant and equipment, principally due to differences in depreciation, amortization, lease impairment and abandonments	(183,338		)	(177,382		)
Accrued expenses	4,777			7,125
Deferred income	4,594			6,029
Allowance for doubtful accounts	5,935			5,767
Foreign and state income tax accruals	11,940			11,627
Post retirement benefits	9,668			2,489
Other	(245		)	(245		)
Net U.S. and State Non-current Deferred Tax Assets (Liabilities)	(146,669		)	(144,590		)
Total Net U.S. and State Deferred Tax Assets (Liabilities)	(137,085		)	(146,470		)
Foreign Non-current Deferred Tax Assets (Liabilities):
Property, plant and equipment of foreign operations	(55,270		)	(31,669		)
Foreign loss carryforward	4,416			2,745
Net Foreign Non-current Deferred Tax Assets (Liabilities)	(50,854		)	(28,924		)
Valuation allowance	(4,416		)	(2,745		)
Total Net Deferred Tax Assets (Liabilities)	$	(192,355	)	$	(178,139	)

The components of income (loss) from operations before income taxes as of December 31 for each year are as follows:

(in thousands)	2002		2001			2000
Domestic	$	3,067	$	241,479		$	268,489
Foreign	39,532		(16,869		)	30,994
Total	$	42,599	$	224,610		$	299,483

The income tax provision (benefit) relating to operations consists of the following for the years ended December 31:

(in thousands)	2002			2001		2000
U.S. current	$	(7,945	)	$	24,743	$	65,358
U.S. deferred	1,421			53,591		32,311
State current	895			651		917
State deferred	(212		)	360		334
Foreign current	14,675			6,200		8,341
Foreign deferred	16,113			5,490		625
Total	$	24,947		$	91,035	$	107,886

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2002. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.

Note 5 - Common Stock, Stock Options and Stockholder Rights

The Company has two stock option plans, the 1992 Stock Option and Restricted Stock Plan (“1992 Plan”) and the 1988 Non-Employee Director Stock Option Plan (“1988 Plan”). The Company accounts for these plans under APB Opinion No. 25.

Under the Company’s 1992 Plan, the Board of Directors may grant stock options and award restricted stock. No restricted stock has been issued under the 1992 Plan. Since the adoption of the 1992 Plan, stock options have been issued at the market price on the date of grant. The earliest the granted options may be exercised is over a three year period at the rate of 33 1/3% each year commencing on the first anniversary of the grant date. The options expire ten years from the grant date. The 1992 Plan was amended in 2000, by a vote of the shareholders, to increase the maximum number of shares of common stock that may be issued under the 1992 Plan to 6,500,000 shares. At December 31, 2002, the Company had reserved 5,042,040 shares of common stock for issuance, including 1,079,604 shares available for grant, under its 1992 Plan.

The Company’s 1988 Plan allows stock options to be issued to certain non-employee directors at the market price on the date of grant. The options may be exercised one year after issue and expire ten years from the grant date. The 1988 Plan provides for the grant of options to purchase a maximum of 550,000 shares of the Company’s authorized but unissued common stock. The 1988 Plan was amended at the shareholders’ annual meeting on April 24, 2001 to provide for the granting of a consistent number of stock options to each non-employee director annually (10,000 stock options for the first year of service and 5,000 stock options for each year thereafter) and to change the annual grant date to February 1, commencing February 1, 2002. At December 31, 2002, the Company had reserved 321,571 shares of common stock for issuance, including 89,786 shares available for grant, under its 1988 Plan.

The Company adopted a stockholder rights plan on August 27, 1997, designed to assure that the Company’s stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against partial tender offers and other abusive takeover tactics to gain control of the Company without paying all stockholders a fair price. The rights plan was not adopted in response to any specific takeover proposal. Under the rights plan, the Company declared a dividend of one right (“Right”) on each share of Noble Energy, Inc. common

stock. Each Right will entitle the holder to purchase one one-hundredth of a share of a new Series A Junior Participating Preferred Stock, par value $1.00 per share, at an exercise price of $150.00. The Rights are not currently exercisable and will become exercisable only in the event a person or group acquires beneficial ownership of 15 percent or more of Noble Energy, Inc. common stock. The dividend distribution was made on September 8, 1997, to stockholders of record at the close of business on that date. The Rights will expire on September 8, 2007.

A summary of the status of Noble Energy’s stock option plans as of December 31, 2000, 2001 and 2002, and changes during each of the years then ended, is presented below.

	Options Outstanding				Options Exercisable
	Number Outstanding		Exercise Price		Number Exercisable	Weighted Average Exercise Price

Outstanding at December 31, 1999	3,484,938		$	29.98	2,203,146	$	31.14
Options granted	774,343		$	24.19
Options exercised	(432,199	)	$	24.43
Options canceled	(105,977	)	$	29.11
Outstanding at December 31, 2000	3,721,105		$	29.44	2,408,522	$	32.08
Options granted	723,400		$	42.77
Options exercised	(509,161	)	$	24.97
Options canceled	(81,267	)	$	33.11
Outstanding at December 31, 2001	3,854,077		$	32.46	2,530,285	$	32.10
Options granted	732,500		$	32.66
Options exercised	(356,744	)	$	21.56
Options canceled	(35,612	)	$	37.02
Outstanding at December 31, 2002	4,194,221		$	33.38	2,871,943	$	32.84

The following table summarizes information about Noble Energy’s stock options which were outstanding, and those which were exercisable, as of December 31, 2002.

Options Outstanding			Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price

$17.28 - $21.61	833,264	6.0 Years	$	20.06	678,310	$	20.06
$21.61 - $25.93	185,145	1.9 Years	$	24.52	185,145	$	24.52
$25.93 - $30.25	126,834	2.3 Years	$	27.41	126,834	$	27.41
$30.25 - $34.57	785,075	8.5 Years	$	32.32	79,958	$	31.27
$34.57 - $38.89	742,924	4.9 Years	$	36.34	702,924	$	36.24
$38.89 - $43.21	1,520,979	5.2 Years	$	41.36	1,098,772	$	40.69
	4,194,221	5.7 Years	$	33.38	2,871,943	$	32.84

Compensation expense totaling $643,170 and $781,275 was recognized in 2002 and 2000, respectively, due to the accelerated vesting of stock options as a result of the retirement of certain employees.

Note 6 - Employee Benefit Plans

Pension Plan and Other Postretirement Benefit Plans

The Company has a non-contributory defined benefit pension plan covering substantially all of its domestic employees. The benefits are based on an employee’s years of service and average earnings for the 60 consecutive calendar months of highest compensation. The Company also has an unfunded restoration plan to ensure payments of amounts for which employees are entitled under the provisions of the pension plan, but which are subject to limitations imposed by federal tax laws. The Company’s funding policy has been to make annual contributions equal to the actuarially computed liability to the extent such amounts are deductible for income tax purposes. Plan assets consist of equity securities and fixed income investments.

The Company sponsors other plans for the benefit of its employees and retirees. These plans include health care and life insurance benefits. The following table reflects the required disclosures on the Company’s pension and other postretirement benefit plans at December 31:

	Pension Benefits						Other Benefits
(in thousands)	2002			2001			2002			2001
Change in benefit obligation
Benefit obligation at beginning of year	$	89,587		$	76,623		$	2,688		$	2,718
Adjustment for contributions paid in 2000				(54		)
Service cost	4,986			3,790			346			220
Interest cost	7,071			6,218			314			193
Amendments	380
Plan participants’ contributions							90			71
Actuarial (gain) loss	8,439			6,882			2,849			(333		)
Benefits paid	(4,239		)	(3,872		)	(146		)	(181		)
Benefit obligation at year end	$	106,224		$	89,587		$	6,141		$	2,688
Change in plan assets
Fair value of plan assets at beginning of year	$	53,570		$	55,487		$			$
Actual return on plan assets	(3,471		)	(1,541		)
Employer contribution	10,800			3,497			146			180
Benefits paid	(4,239		)	(3,873		)	(146		)	(180		)
Fair value of plan at end of year	$	56,660		$	53,570		$			$
Fund status	$	(49,564	)	$	(36,017	)	$	(6,141	)	$	(2,688	)
Unrecognized net actuarial loss (gain)	23,366			6,826			2,472			(304		)
Unrecognized prior service cost	2,525			2,451			(244		)	(274		)
Unrecognized net transition obligation (assets)	1,167			1,191
Prepaid (accrued) benefit costs	$	(22,506	)	$	(25,549	)	$	(3,913	)	$	(3,266	)
Components of net periodic benefit cost
Service cost	$	4,986		$	3,790		$	346		$	220
Interest cost	7,071			6,218			314			193
Expected return on plan assets	(5,474		)	(4,899		)
Transition (assets) obligation recognition	24			24
Amortization of prior service cost	306			292			(30		)	(30		)
Recognized net actuarial loss (gain)	845			(66		)	73			(10		)
Net periodic benefit cost	$	7,758		$	5,359		$	703		$	373
Weighted-average assumptions as of December 31,
Discount rate	6.75		%	7.25		%	6.75		%	7.25		%
Expected return on plan assets	8.50		%	8.50		%
Rate of compensation increase	4.00		%	4.75		%	4.00		%	5.50		%

The following table reflects the aggregate pension obligation components for the defined benefit pension plan and the restoration benefit plan, which are aggregated in the previous tables, at December 31:

	Defined Benefit Pension Plan						Restoration Benefit Plan
(in thousands)	2002			2001			2002			2001
Aggregated pension benefits
Aggregate fair value of plan assets	$	56,660		$	53,570		$			$
Aggregate accumulated benefit obligation	86,083			73,868			20,141			15,719
Fund status of net periodic benefit assets (obligation)	$	(29,423	)	$	(20,298	)	$	(20,141	)	$	(15,719	)

Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following results:

(in thousands)	1-Percentage- Point increase		1-Percentage- Point decrease
Total service and interest cost components	$	733	$	598
Total postretirement benefit obligation	$	6,766	$	5,591

Employee Savings Plan (“ESP”)

The Company has an ESP that is a defined contribution plan. Participation in the ESP is voluntary and all regular employees of the Company are eligible to participate. The Company may match up to 100 percent of the participant’s contribution not to exceed six percent of the employee’s base compensation. The following table indicates the Company’s contribution for the years ended December 31:

(in thousands)	2002		2001		2000
Employers’ plan contribution	$	2,302	$	2,145	$	1,858

Note 7 - Additional Balance Sheet and Statement of Operations Information

Included in accounts receivable-trade is an allowance for doubtful accounts at December 31:

(in thousands)	2002		2001
Allowance for doubtful accounts	$	1,510	$	638

Other current assets included the following at December 31:

(in thousands)	2002		2001
Deferred tax asset (liability)	$	9,584	$	(1,880	)
Prepaid federal income taxes			$	66,131

Other current liabilities included the following at December 31:

(in thousands)	2002		2001
Gas imbalance liabilities	$	1,090	$	1,593
Accrued interest payable	$	11,178	$	10,692
Louisiana workers compensation	$	7,611	$	6,433

Crude oil and natural gas operations expense included the following for the years ended December 31:

(in thousands)	2002		2001		2000
Lease operating expense	$	111,055	$	109,626	$	90,478
Workover expense	8,455		15,094		21,124
Production taxes	14,316		8,829		10,264
Total operations expense	$	133,826	$	133,549	$	121,866

Crude oil and natural gas exploration expense included the following for the years ended December 31:

(in thousands)	2002		2001		2000
Dry hole expense	$	81,396	$	99,684	$	38,463
Unproved lease amortization	21,254		17,213		16,075
Seismic	20,492		15,607		18,738
Other	27,559		19,592		11,592
Total exploration expense	$	150,701	$	152,096	$	84,868

During the past three years, there was no third-party purchaser that accounted for more than 10 percent of the annual total crude oil and natural gas sales and royalties.

Note 8 - Derivatives and Hedging Activities

	Natural Gas
Hedge MMBTUpd	170,274
Floor price range	$	2.00 - $3.50
Ceiling price range	$	2.45 - $5.10
Percent of daily production	44		%
Gain (loss) per Mcf	$	.03

	Crude Oil
Hedge Bpd	5,247
Floor price range	$	23.00 - $24.00
Ceiling price range	$	29.30 - $30.10
Percent of daily production	15		%
Gain (loss) per Bbl	$	0

As of December 31, 2002, the Company had entered into costless collars related to its natural gas and crude oil production to support the Company’s investment program as follows:

	Natural Gas			Crude Oil
Production Period	MMBTU Per Day	Price Per MMBTU Floor - Ceiling		Bbls Per Day	Price Per Bbl Floor - Ceiling
1Q 2003	185,000	$	3.87 - $4.82	15,000	$	23.00 - $28.63
2Q 2003	185,000	$	3.43 - $4.57	15,000	$	23.00 - $28.63
3Q 2003	185,000	$	3.43 - $4.60	10,000	$	23.00 - $27.95
4Q 2003	185,000	$	3.43 - $4.84	10,000	$	23.00 - $27.95

The contracts entitle the Company (floating price payor) to receive settlement from the counterparty (fixed price payor) for each calculation period in amounts, if any, by which the settlement price for the last scheduled NYMEX trading day applicable for each calculation period is less than the floor price. The Company would pay the counterparty if the settlement price for the last scheduled NYMEX trading day applicable for each calculation period is more than the ceiling price. The amount payable by the floating price payor, if the floating price is above the ceiling price, is the product of the notional quantity per calculation period and the excess, if any, of the floating price over the ceiling price

in respect of each calculation period. The amount payable by the fixed price payor, if the floating price is below the floor price, is the product of the notional quantity per calculation period and the excess, if any, of the floor price over the floating price in respect of each calculation period.

In addition to the hedging arrangements pertaining to the Company’s production as described above, NEMI employs various derivative arrangements in connection with its purchases and sales of third-party production to lock in profits or limit exposure to gas price risk. Most of the purchases made by NEMI are on an index basis; however, purchasers in the markets in which NEMI sells often require fixed or NYMEX related pricing. NEMI may use a derivative to convert the fixed or NYMEX sale to an index basis thereby determining the margin and minimizing the risk of price volatility. During 2002, NEMI had derivative transactions with broker-dealers that ranged from 986,000 MMBTU to 2,085,000 MMBTU of natural gas per day. At December 31, 2002, NEMI had in place derivatives ranging from approximately 20,000 MMBTU to 909,000 MMBTU of natural gas per day for January 2003 to May 2006 for future physical transactions.

In 2001, NGM had derivative transactions with broker-dealers that ranged from 1,157,000 MMBTU to 1,388,000 MMBTU of natural gas per day. During 2000, NGM had derivative transactions with broker-dealers that ranged from 423,000 MMBTU to 1,023,000 MMBTU of natural gas per day. NEMI records derivative gains or losses relating to fixed term sales as gathering, marketing and processing revenues in the periods in which the related contract is completed.

Note 9 - Unconsolidated Subsidiary

AMPCO, AMPCO Marketing LLC, AMPCO Services LLC and Samedan Methanol continue to be accounted for using the equity method.

The following are summarized financial statements for subsidiaries accounted for using the equity method as of December 31, 2002 and AMCCO as of December 31, 2001 and 2000:

Consolidated Balance Sheet (Unaudited)

Equity Method Subsidiaries

(in thousands)	2002		2001
Assets
Current assets	$	74,832	$	86,213
Non-current assets	412,134		432,431
Total Assets	$	486,966	$	518,644

Liabilities, Minority Interest and Members’ Equity
Current liabilities	$	37,419	$	14,892
Non-current liabilities			272,406
Minority interest			41,210
Members’ equity	449,547		190,136
Total Liabilities, Minority Interest and Members’ Equity	$	486,966	$	518,644

Consolidated Statement of Operations (Unaudited)

Equity Method Subsidiaries

(in thousands)	2002		2001			2000
Revenue
Methanol sales	$	97,476	$	43,343		$
Other income	18,471		5,346			4,389
Total Revenue	$	115,947	$	48,689		$	4,389
Less cost of goods sold	71,687		28,548
Gross Margin	$	44,260	$	20,141		$	4,389

Expenses
DD&A	$	20,763	$	8,427		$
Other expenses			4,363
Interest (net of amount capitalized)			19,069			1,005
Administrative	3,076		317			86
Total Expenses	$	23,839	$	32,176		$	1,091

Net Income (Loss) Before Extraordinary Items	$	20,421	$	(12,035	)	$	3,298

Extraordinary Items(1)	$		$	24,776		$

Net Income (Loss)	$	20,421	$	(36,811	)	$	3,298

(1) During the year, a prepayment penalty was recorded in connection with the early retirement of Series A-1 Secured Notes in 2002. The charge for the extraordinary item has been allocated to the Company’s partner in AMCCO. Therefore, the Company has not recognized anything related to this loss in its financial statements.

Note 10 - Commitments and Contingencies

Note 11 - Geographical Data

The Company has operations throughout the world and manages its operations by country. The following information is grouped into five components that are all primarily in the business of natural gas and crude oil exploration and production: United States, North Sea, Israel, Equatorial Guinea, and Other International, Corporate and Marketing. Other International includes operations in Argentina, China, Ecuador and Vietnam.

Year Ended December 31, 2002

(Dollars in Thousands)

	Consolidated		United States		North Sea		Israel			Equatorial Guinea		Other Int’l, Corporate & Marketing

REVENUES
Oil Sales	$	298,000	$	152,575	$	72,041	$			$	45,830	$	27,554
Gas Sales	402,602		382,946		19,497					3,052		(2,893		)
Gathering, Marketing and Processing	714,091											714,091
Electricity Sales	18,257											18,257
Income from Unconsolidated Subsidiaries	9,532									9,532
Other	1,246		100		389		(8		)			765
Total Revenues	1,443,728		535,621		91,927		(8		)	58,414		757,774

COSTS AND EXPENSES
Oil and Gas Operations	133,826		110,849		10,812					9,848		2,317
Transportation	16,441				9,618							6,823
Oil and Gas Exploration	150,701		120,695		5,210		2,625			1,341		20,830
Gathering, Marketing and Processing	703,556											703,556
Electricity Generation	15,946											15,946
DD&A	285,286		241,113		28,279		31			5,849		10,014
SG&A	47,664		27,768		630		10			2,045		17,211
Interest Expense (net)	47,709											47,709
Total Costs and Expenses	1,401,129		500,425		54,549		2,666			19,083		824,406

INCOME (LOSS) BEFORE TAXES	$	42,599	$	35,196	$	37,378	$	(2,674	)	$	39,331	$	(66,632	)

LONG-LIVED ASSETS (PRIMARILY PROPERTY, PLANT AND EQUIPMENT, NET)
As of December 31, 2002	$	2,139,784	$	1,225,501	$	89,316	$	180,267		$	154,231	$	490,469

Year Ended December 31, 2001

(Dollars in Thousands)

	Consolidated			United States			North Sea			Israel			Equatorial Guinea			Other Int’l, Corporate & Marketing

REVENUES
Oil Sales	$	260,908		$	155,289		$	39,972		$			$	38,841		$	26,806
Gas Sales	610,904			587,483			22,850						2,201			(1,630		)
Gathering, Marketing and Processing	721,000															721,000
Electricity Sales
Income (Loss) from Unconsolidated Subsidiaries	(5,075		)										(5,075		)
Other	953			(267		)	1,299						183			(262		)
Total Revenues	1,588,690			742,505			64,121						36,150			745,914

COSTS AND EXPENSES
Oil and Gas Operations	133,549			116,842			6,075						6,775			3,857
Transportation	16,012						8,772									7,240
Oil and Gas Exploration	152,096			100,492			34,950			380			39			16,235
Gathering, Marketing and Processing	708,292															708,292
Electricity Generation
DD&A	284,016			253,232			16,537			23			3,889			10,335
SG&A	44,164			26,554			2,699			3			917			13,991
Interest Expense (net)	25,951															25,951
Total Costs and Expenses	1,364,080			497,120			69,033			406			11,620			785,901

INCOME (LOSS) BEFORE TAXES	$	224,610		$	245,385		$	(4,912	)	$	(406	)	$	24,530		$	(39,987	)

LONG-LIVED ASSETS (PRIMARILY PROPERTY, PLANT AND EQUIPMENT, NET)
As of December 31, 2001	$	1,953,211		$	1,308,504		$	103,781		$	101,407		$	87,461		$	352,058

Year Ended December 31, 2000

(Dollars in Thousands)

	Consolidated		United States		North Sea		Israel			Equatorial Guinea		Other Int’l, Corporate & Marketing

REVENUES
Oil Sales	$	235,658	$	165,299	$	16,964	$			$	25,501	$	27,894
Gas Sales	564,936		539,868		24,392					235		441
Gathering, Marketing and Processing	589,933											589,933
Electricity Sales
Income from Unconsolidated Subsidiaries	1,489									1,489
Other	7,441		1,144		273							6,024
Total Revenues	1,399,457		706,311		41,629					27,225		624,292

COSTS AND EXPENSES
Oil and Gas Operations	121,866		107,431		5,256					4,325		4,854
Transportation	9,241				6,072							3,169
Oil and Gas Exploration	84,868		80,367		1,396		581			62		2,462
Gathering, Marketing and Processing	574,266											574,266
Electricity Generation
DD&A	230,800		207,690		12,297					1,361		9,452
SG&A	47,291		36,781		2,049					1,107		7,354
Interest Expense (net)	31,642											31,642
Total Costs and Expenses	1,099,974		432,269		27,070		581			6,855		633,199

INCOME (LOSS) BEFORE TAXES	$	299,483	$	274,042	$	14,559	$	(581	)	$	20,370	$	(8,907	)

LONG-LIVED ASSETS (PRIMARILY PROPERTY, PLANT AND EQUIPMENT, NET)
As of December 31, 2000	$	1,485,123	$	1,047,750	$	90,231	$	69,726		$	76,898	$	200,518

Note 12 - Company Stock Repurchase Forward Program

Supplemental Oil and Gas Information

(Unaudited)

There are numerous uncertainties inherent in estimating quantities of proved crude oil and natural gas reserves. Crude oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be precisely measured, and estimates of engineers other than Noble Energy’s might differ materially from the estimates set forth herein. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. The procedures and methods used to estimate approximately 80 percent of the Company’s proved reserves have been audited by a third party. This audit of procedures and methods included all of the Company’s major international properties, whose reserves were also estimated by third parties. Results of drilling, testing and production subsequent to the date of the estimate may justify revision of such estimate. Accordingly, reserve estimates are often different from the quantities of crude oil and natural gas that are ultimately recovered. China, Ecuador and Equatorial Guinea are subject to production sharing contracts.

Proved Gas Reserves (Unaudited)

The following reserve schedule was developed by the Company’s reserve engineers and sets forth the changes in estimated quantities of proved gas reserves of the Company during each of the three years presented.

	Natural Gas and Casinghead Gas (MMcf)
	United States		*Argentina*		*Ecuador*		Equatorial Guinea		*Israel*	North Sea		*Total*
Proved reserves as of:
January 1, 2002	751,283		4,348		87,500		438,214		378,001	20,661		1,680,007
Revisions of previous estimates	(37,566	)	(37	)	281		(245	)		18		(37,549	)
Extensions, discoveries and other additions	42,806								72,306			115,112
Production	(119,664	)	(424	)	(2,788	)	(12,549	)		(6,201	)	(141,626	)
Sale of minerals in place	(20,290	)										(20,290	)
Purchase of minerals in place	5,147											5,147
December 31, 2002	621,716		3,887		84,993		425,420		450,307	14,478		1,600,801

Proved reserves as of:
January 1, 2001	752,387		4,544		87,500	383,292		218,154	28,752		1,474,629
Revisions of previous estimates	(46,886	)	36			(2,550	)	159,847	(1,583	)	108,864
Extensions, discoveries and other additions	129,172		371			66,410					195,953
Production	(134,507	)	(603	)		(8,938	)		(6,508	)	(150,556	)
Sale of minerals in place	(246	)									(246	)
Purchase of minerals in place	51,363										51,363
December 31, 2001	751,283		4,348		87,500	438,214		378,001	20,661		1,680,007

Proved reserves as of:
January 1, 2000	759,781		5,221		87,500	384,102			26,452		1,263,056
Revisions of previous estimates	(7,022	)	44			131			7,864		1,017
Extensions, discoveries and other additions	135,844							218,154	3,101		357,099
Production	(136,010	)	(721	)		(941	)		(8,665	)	(146,337	)
Sale of minerals in place	(4,840	)									(4,840	)
Purchase of minerals in place	4,634										4,634
December 31, 2000	752,387		4,544		87,500	383,292		218,154	28,752		1,474,629

Proved developed gas reserves as of:
January 1, 2003	576,378	3,664	34,436	425,419	14,478	1,054,375
January 1, 2002	721,926	3,996		438,213	20,662	1,184,797
January 1, 2001	690,301	4,544		383,292	25,652	1,103,789
January 1, 2000	703,166	5,221		11,687	26,452	746,526

Proved Oil Reserves (Unaudited)

The following reserve schedule was developed by the Company’s reserve engineers and sets forth the changes in estimated quantities of proved oil reserves of the Company during each of the three years presented.

	Crude Oil and Condensate
	(Bbls in thousands)
	United States		Argentina		China	Equatorial Guinea		North Sea		Total
Proved reserves as of:
January 1, 2002	71,672		10,277		9,768	79,790		11,114		182,621
Revisions of previous estimates	(5,331	)	36			(34	)	(27	)	(5,356	)
Extensions, discoveries and other additions	2,929				1,162	33,182				37,273
Production	(6,652	)	(1,030	)		(1,919	)	(2,864	)	(12,465	)
Sale of minerals in place	(732	)								(732	)
Purchase of minerals in place	137									137
December 31, 2002	62,023		9,283		10,930	111,019		8,223		201,478

Proved reserves as of:
January 1, 2001	69,700		9,437		9,768	47,446		12,418		148,769
Revisions of previous estimates	324		(6	)		(272	)	407		453
Extensions, discoveries and other additions	7,453		1,846			34,303				43,602
Production	(7,363	)	(1,000	)		(1,687	)	(1,711	)	(11,761	)
Sale of minerals in place	(37	)								(37	)
Purchase of minerals in place	1,595									1,595
December 31, 2001	71,672		10,277		9,768	79,790		11,114		182,621

Proved reserves as of:
January 1, 2000	65,523		10,285		9,768	30,684		5,786		122,046
Revisions of previous estimates	(1,493	)	68			185		(366	)	(1,606
Extensions, discoveries and other additions	12,788					17,491		5,731		36,010
Production	(7,309	)	(916	)		(914	)	(654	)	(9,793
Sale of minerals in place	(935	)						(229	)	(1,164	)
Purchase of minerals in place	1,126							2,150		3,276
December 31, 2000	69,700		9,437		9,768	47,446		12,418		148,769

Proved developed oil reserves as of:
January 1, 2003	52,847	8,331	10,930	78,746	8,223	159,077
January 1, 2002	64,534	8,866	9,768	61,897	11,114	156,179
January 1, 2001	58,903	9,437	9,768	47,446	5,728	131,282
January 1, 2000	60,618	10,285	9,768	14,743	3,986	99,400

Proved Reserves. Proved reserves are estimated quantities of crude oil, natural gas, natural gas liquids and condensate liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.

Proved Developed Reserves. Proved developed reserves are proved reserves that are expected to be recovered through existing wells with existing equipment and operating methods.

Oil and Gas Operations (Unaudited)

Aggregate results of operations for each period ended December 31, in connection with the Company’s crude oil and natural gas producing activities, are shown below. Amounts are presented in accordance with SFAS No. 19 and may not agree with amounts determined using traditional industry definitions.

(in thousands)	United States		Equatorial Guinea		Israel			North Sea		Other Int’l			Total
December 31, 2002
Revenues	$	535,697	$	45,830	$			$	91,538	$	27,537		$	700,602
Production costs	142,578		8,840		10			21,061		13,093			185,582
Exploration expenses	102,323		1,341		1,725			5,032		20,733			131,154
DD&A and valuation provision	258,310		5,835		909			28,350		9,606			303,010
Income (loss)	32,486		29,814		(2,644		)	37,095		(15,895		)	80,856
Income tax expense (benefit)	11,705		13,825					17,346		666			43,542
Result of operations from pro-ducing activities (excluding corporate overhead and interest costs)	$	20,781	$	15,989	$	(2,644	)	$	19,749	$	(16,561	)	$	37,314

December 31, 2001
Revenues	$	742,909	$	38,841	$			$	54,051		$	19,999		$	855,800
Production costs	146,254		5,381		3			8,774			7,675			168,087
Exploration expenses	86,619		39		5			33,224			17,021			136,908
DD&A and valuation provision	266,805		3,830		382			18,171			8,679			297,867
Income (loss)	243,231		29,591		(390		)	(6,118		)	(13,376		)	252,938
Income tax expense (benefit)	85,498		14,429					(2,721		)	(700		)	96,506
Result of operations from pro-ducing activities (excluding corporate overhead and interest costs)	$	157,733	$	15,162	$	(390	)	$	(3,397	)	$	(12,676	)	$	156,432

December 31, 2000
Revenues	$	705,270	$	25,501	$			$	35,284	$	25,298	$	791,353
Production costs	129,359		5,010					5,962		6,952		147,283
Exploration expenses	78,955		121		581			2,739		2,169		84,565
DD&A and valuation provision	222,161		1,355					12,231		8,292		244,039
Income (loss)	274,795		19,015		(581		)	14,352		7,885		315,466
Income tax expense (benefit)	96,675		8,978					4,316		5,033		115,002
Result of operations from pro-ducing activities (excluding corporate overhead and interest costs)	$	178,120	$	10,037	$	(581	)	$	10,036	$	2,852	$	200,464

Costs Incurred in Oil and Gas Activities (Unaudited)

Costs incurred in connection with the Company’s crude oil and natural gas acquisition, exploration and development activities for each of the years are shown below. Amounts are presented in accordance with SFAS No. 19 and may not agree with amounts determined using traditional industry definitions.

(in thousands)	United States		Equatorial Guinea		Israel		North Sea			Other Int’l		Total
December 31, 2002
Property acquisition costs
Proved	$	7,873	$		$		$	115		$		$	7,988
Unproved	28,023						(238		)	2,730		30,515
Total	$	35,896	$		$		$	(123	)	$	2,730	$	38,503
Exploration costs	$	153,437	$	1,351	$	1,725	$	5,062		$	20,935	$	182,510
Development costs	$	131,244	$	51,839	$	14,767	$	9,892		$	60,934	$	268,676

December 31, 2001
Property acquisition costs
Proved	$	91,251	$		$		$	6,318	$		$	97,569
Unproved	76,808						2,167		2,310		81,285
Total	$	168,059	$		$		$	8,485	$	2,310	$	178,854
Exploration costs	$	134,247	$	4,003	$	131	$	34,766	$	19,233	$	192,380
Development costs	$	279,297	$	10,364	$	11,163	$	17,338	$	75,910	$	394,072

December 31, 2000
Property acquisition costs
Proved	$	6,822	$		$	50,861	$	41,284	$		$	98,967
Unproved	12,559				1,927		2,218		858		17,562
Total	$	19,381	$		$	52,788	$	43,502	$	858	$	116,529
Exploration costs	$	115,728	$	62	$	11,387	$	1,396	$	2,135	$	130,708
Development costs	$	180,339	$	36,820	$	1,502	$	2,219	$	44,648	$	265,528

Aggregate Capitalized Costs (Unaudited )

Aggregate capitalized costs relating to the Company’s crude oil and natural gas producing activities, and related accumulated DD&A, as of December 31 are shown below:

	2002									2001
(in thousands)	U. S.			Int’l			Total			U. S.			Int’l			Total
Unproved oil and gas properties	$	138,319		$	16,532		$	154,851		$	142,232		$	14,041		$	156,273
Proved oil and gas properties	3,053,256			1,069,914			4,123,170			3,007,757			757,885			3,765,642
	3,191,575			1,086,446			4,278,021			3,149,989			771,926			3,921,915
Accumulated DD&A	(1,972,282		)	(189,540		)	(2,161,822		)	(1,855,352		)	(138,425		)	(1,993,777		)
Net capitalized costs	$	1,219,293		$	896,906		$	2,116,199		$	1,294,637		$	633,501		$	1,928,138

Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (Unaudited)

The following information is based on the Company’s best estimate of the required data for the Standardized Measure of Discounted Future Net Cash Flows as of December 31, 2002, 2001 and 2000 in accordance with SFAS No. 69. The Standard requires the use of a 10 percent discount rate. This information is not the fair market value nor does it represent the expected present value of future cash flows of the Company’s proved oil and gas reserves.

December 31, 2002	United States		Ecuador		Equatorial Guinea		Israel		North Sea		Other Int’l		Total
(in millions of dollars)
Future cash inflows	$	4,743	$	268	$	3,111	$	1,181	$	294	$	648	$	10,245
Future production and development costs	1,506		73		661		301		110		238		2,889
Future income tax expenses	985		33		860		263		68		111		2,320
Future net cash flows	2,252		162		1,590		617		116		299		5,036
10% annual discount for estimated timing of cash flows	877		59		953		301		21		93		2,304
Standardized measure of discounted future net cash flows	$	1,375	$	103	$	637	$	316	$	95	$	206	$	2,732

December 31, 2001
(in millions of dollars)
Future cash inflows	$	3,399	$	264	$	1,576	$	900	$	281	$	317	$	6,737
Future production and development costs	1,618		103		381		150		84		168		2,504
Future income tax expenses	437		26		598		193		49		24		1,327
Future net cash flows	1,344		135		597		557		148		125		2,906
10% annual discount for estimated timing of cash flows	562		56		406		364		25		65		1,478
Standardized measure of discounted future net cash flows	$	782	$	79	$	191	$	193	$	123	$	60	$	1,428

December 31, 2000
(in millions of dollars)
Future cash inflows	$	8,825	$	305	$	1,125	$	524	$	379	$	462	$	11,620
Future production and development costs	1,759		90		178		92		89		186		2,394
Future income tax expenses	1,909		58		256		117		78		74		2,492
Future net cash flows	5,157		157		691		315		212		202		6,734
10% annual discount for estimated timing of cash flows	2,037		62		273		124		84		80		2,660
Standardized measure of discounted future net cash flows	$	3,120	$	95	$	418	$	191	$	128	$	122	$	4,074

The future net cash inflows for 2002, 2001 and 2000 do not include cash flows relating to the Company’s anticipated future methanol or power sales.

Future cash inflows are computed by applying year-end prices (with a weighted average price of $29.48 per Bbl of crude oil and $3.95 per Mcf of natural gas, after adjusting for differentials on a property-by-property basis) to year-end quantities of proved reserves, except in those instances where fixed and determinable price changes are provided by contractual arrangements at year-end.

The Company estimates that a $1.00 per Bbl change or a $.10 per Mcf change in the average crude oil price or the average natural gas price, respectively, from the year-end price would change the discounted future net cash flows before income taxes by approximately $105 million or $64 million, respectively.

Future production and development costs, which include dismantlement and restoration expense, are computed by estimating the expenditures to be incurred in developing and producing the Company’s proved crude oil and natural gas reserves at the end of the year, based on year-end costs, and assuming continuation of existing economic conditions.

Future income tax expenses are computed by applying the appropriate year-end statutory tax rates to the estimated future pretax net cash flows relating to the Company’s proved crude oil and natural gas reserves, less the tax bases of the properties involved. The future income tax expenses give effect to tax credits and allowances, but do not reflect the impact of general and administrative costs and exploration expenses of ongoing operations relating to the Company’s proved crude oil and natural gas reserves.

At December 31, 2002, the Company estimated natural gas imbalance receivables of $20.1 million and estimated natural gas imbalance liabilities of $15.4 million; at year-end 2001, $20.9 million in receivables and $15.5 million in liabilities; and at year-end 2000, $18.5 million in receivables and $14.2 million in liabilities. Neither the natural gas imbalance receivables nor natural gas imbalance liabilities have been included in the standardized measure of discounted future net cash flows as of each of the three years ended December 31, 2002, 2001 and 2000.

Sources of Changes in Discounted Future Net Cash Flows (Unaudited)

Principal changes in the aggregate standardized measure of discounted future net cash flows attributable to the Company’s proved crude oil and natural gas reserves, as required by SFAS No. 69, at year-end are shown below.

(in millions)	2002			2001			2000
Standardized measure of discounted future net cash flows at the beginning of the year	$	1,428		$	4,074		$	1,493
Extensions, discoveries and improved recovery, less related costs	486			448			1,462
Revisions of previous quantity estimates	(158		)	114			(20		)
Changes in estimated future development costs	(243		)	(128		)	(52		)
Purchases (sales) of minerals in place	(13		)	108			69
Net changes in prices and production costs	1,636			(3,376		)	2,448
Accretion of discount	208			564			185
Sales of oil and gas produced, net of production costs	(553		)	(713		)	(662		)
Development costs incurred during the period	254			220			172
Net change in income taxes	(667		)	908			(1,207		)
Change in timing of estimated future production, and other	354			(791		)	186
Standardized measure of discounted future net cash flows at the end of the year	$	2,732		$	1,428		$	4,074

Supplemental Quarterly Financial Information (Unaudited)

Supplemental quarterly financial information for the years ended December 31, 2002 and 2001 is as follows:

	Quarter Ended
(in thousands except per share amounts)	Mar. 31,			June 30,		Sept. 30,			Dec. 31,
2002
Revenues	$	317,650		$	330,292	$	339,666		$	456,120
Net income (loss)	$	(15,098	)	$	17,119	$	(1,190	)	$	16,821
Basic earnings (loss) per share	$	(.26	)	$	.30	$	(.02	)	$	.29
Diluted earnings (loss) per share	$	(.26	)	$	.30	$	(.02	)	$	.29

2001
Revenues	$	564,206		$	417,698	$	308,673		$	301,663
Net income (loss)	$	105,910		$	51,334	$	3,808		$	(27,476	)
Basic earnings (loss) per share	$	1.88		$	.91	$	.07		$	(.48	)
Diluted earnings (loss) per share	$	1.84		$	.89	$	.07		$	(.48	)

Item 9 . Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Effective May 14, 2002, the Board of Directors of Noble Energy, Inc., after careful consideration and based upon the recommendation of its Audit Committee, dismissed its current independent public accountant, Arthur Andersen LLP. This dismissal followed the decision by the Board of Directors to seek proposals from other independent auditors to audit the Company’s consolidated financial statements for its fiscal year ended December 31, 2002.

Effective May 14, 2002, the Board of Directors, based on the recommendation of its Audit Committee, retained KPMG LLP as its independent auditor with respect to the audit of the Company’s consolidated financial statements for its fiscal year ended December 31, 2002.

During the Company’s two most recent fiscal years ended December 31, 2001, and during the subsequent interim period preceding the replacement of Arthur Andersen LLP, there was no disagreement between the Company and Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to Arthur Andersen LLP’s satisfaction, would have caused Arthur Andersen LLP to make reference to the subject matter of the disagreement in connection with its report. The audit reports of Arthur Andersen LLP on the consolidated financial statements of the Company as of and for the last two fiscal years ended December 31, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were these opinions qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years ended December 31, 2001, and during the subsequent interim period preceding the replacement of Arthur Andersen LLP, the Company had not consulted with KPMG LLP or other independent auditors regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements.

PART III

Item 10 . Directors and Executive Officers of the Registrant.

The section entitled “Election of Directors” in the Registrant’s proxy statement for the 2003 annual meeting of stockholders sets forth certain information with respect to the directors of the Registrant and is incorporated herein by reference. Certain information with respect to the executive officers of the Registrant is set forth under the caption “Executive Officers of the Registrant” in Part I of this report.

The section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in the Registrant’s proxy statement for the 2003 annual meeting of stockholders sets forth certain information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and is incorporated herein by reference.

Item 11 . Executive Compensation.

The section entitled “Executive Compensation” in the Registrant’s proxy statement for the 2003 annual meeting of stockholders sets forth certain information with respect to the compensation of management of the Registrant, and except for the report of the Compensation, Benefits and Stock Option Committee of the Board of Directors and the information therein under “Executive Compensation—Performance Graph” is incorporated herein by reference.

Item 12 . Security Ownership of Certain Beneficial Owners and Management.

The sections entitled “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Executive Officers” in the Registrant’s proxy statement for the 2003 annual meeting of stockholders set forth certain information with respect to the ownership of the Registrant’s common stock and are incorporated herein by reference.

Item 13 . Certain Relationships and Related Transactions.

The section entitled “Certain Transactions” in the Registrant’s proxy statement for the 2003 annual meeting of stockholders sets forth certain information with respect to certain relationships and related transactions, and is incorporated herein by reference.

Item 14 . Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures . As of a date within 90 days prior to the filing of this report, an evaluation of the effectiveness of the Company’s disclosure controls and procedures was carried out under the supervision and with the participation of Charles D. Davidson, the Company’s Chief Executive Officer, and James L. McElvany, the Company’s Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

(b) Changes to Internal Controls . There were no significant changes to the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Item 15 . Financial Statement Schedules, Exhibits and Reports on Form 8-K.

(a) The following documents are filed as a part of this report:

(1) Financial Statements and Financial Statement Schedules and Supplementary Data: These documents are listed in the Index to Consolidated Financial Statements in Item 8 hereof.

(2) Exhibits: The exhibits required to be filed by this Item 15 are set forth in the Index to Exhibits accompanying this report.

(b) The Registrant made no filings on Form 8–K during the quarter ended December 31, 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		NOBLE ENERGY, INC.

Date: March 11, 2003		By: /s/ James L. McElvany
		James L. McElvany,
		Senior Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Capacity in which signed	Date

/s/ Charles D. Davidson	Chairman of the Board, President,	March 11, 2003
Charles D. Davidson	Chief Executive Officer and Director
	(Principal Executive Officer)

/s/ James L. McElvany	Senior Vice President,	March 11, 2003
James L. McElvany	Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)

/s/ Michael A. Cawley	Director	March 11, 2003
Michael A. Cawley

/s/ Edward F. Cox	Director	March 11, 2003
Edward F. Cox

/s/ James C. Day	Director	March 11, 2003
James C. Day

/s/ Kirby L. Hedrick	Director	March 11, 2003
Kirby L. Hedrick

/s/ Dale P. Jones	Director	March 11, 2003
Dale P. Jones

/s/ Bruce A. Smith	Director	March 11, 2003
Bruce A. Smith

CERTIFICATION

I, Charles D. Davidson, certify that:

1. I have reviewed this annual report on Form 10-K of Noble Energy, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies in the design or operation of internal controls, which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	March 11, 2003

/s/ CHARLES D. DAVIDSON
CHARLES D. DAVIDSON
Chief Executive Officer

CERTIFICATION

I, James L. McElvany, certify that:

1. I have reviewed this annual report on Form 10-K of Noble Energy, Inc.;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c) Presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date:	March 11, 2003

/s/ JAMES L. McELVANY
JAMES L. McELVANY
Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number		Exhibit **

3.1	—	Certificate of Incorporation, as amended, of the Registrant as currently in effect (filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1987 and incorporated herein by reference).

3.2	—	Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant dated August 27, 1997 (filed Exhibit A of Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed on August 28, 1997 and incorporated herein by reference).

3.3	—	Composite copy of Bylaws of the Registrant as currently in effect (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (Date of Event: January 29, 2002) dated February 8, 2002 and incorporated herein by reference).

3.4	—	Certificate of Designations of Series B Mandatorily Convertible Preferred Stock of the Registrant dated November 9, 1999 (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).

4.1	—	Indenture dated as of October 14, 1993 between the Registrant and U.S. Trust Company of Texas, N.A., as Trustee, relating to the Registrant’s 7 1/4% Notes Due 2023, including form of the Registrant’s 7 1/4% Notes Due 2023 (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference).

4.2	—	Indenture relating to Senior Debt Securities dated as of April 1, 1997 between the Registrant and U.S. Trust Company of Texas, N.A., as Trustee (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference).

4.3	—	First Indenture Supplement relating to $250 million of the Registrant’s 8% Senior Notes Due 2027 dated as of April 1, 1997 between the Registrant and U.S. Trust Company of Texas, N.A., as Trustee (filed as Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference).

4.4	—	Second Indenture Supplement, between the Company and U.S. Trust Company of Texas, N.A. as trustee, relating to $100 million of the Registrant’s 7 1/4% Senior Debentures Due 2097 dated as of August 1, 1997 (filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference).

4.5	—	Rights Agreement, dated as of August 27, 1997, between the Registrant and Liberty Bank and Trust Company of Oklahoma City, N.A., as Right’s Agent (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed on August 28, 1997 and incorporated herein by reference).

4.6	—	Amendment No. 1 to Rights Agreement dated as of December 8, 1998, between the Registrant and Bank One Trust Company, as successor Rights Agent to Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form 8-A/A (Amendment No. 1) filed on December 14, 1998 and incorporated herein by reference).

10.1 *	—	Restoration of Retirement Income Plan for Certain Participants in the Noble Affiliates Retirement Plan dated September 21, 1994, effective as of May 19, 1994 (filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference).

10.2 *	—	Amendment No. 1 to the Restoration of Retirement Income Plan for Certain Participants in the Noble Affiliates Retirement Plan executed March 26, 2002, filed herewith.

Exhibit Number		Exhibit **

10.3 *	—	Noble Energy, Inc. Restoration Trust effective August 1, 2002, filed herewith.

10.4 *	—	Noble Affiliates, Inc. Deferred Compensation Plan (formerly known as the Noble Affiliates Thrift Restoration Plan dated May 9, 1994) as restated effective August 1, 2001, filed herewith.

10.5 *	—	Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended, dated January 27, 2003, filed herewith.

10.6 *	—	1982 Stock Option Plan of the Registrant (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 (Registration No. 2-81590) and incorporated herein by reference).

10.7 *	—	Amendment No. 1 to the 1982 Stock Option Plan of the Registrant (filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (Registration No. 2-81590) and incorporated herein by reference).

10.8 *	—	Amendment No. 2 to the 1982 Stock Option Plan of the Registrant (filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).

10.9 *	—	1988 Nonqualified Stock Option Plan for Non-Employee Directors of the Registrant, as amended and restated, effective as of April 23, 2002 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and incorporated herein by reference).

10.10 *	—	Non-Employee Director Fee Deferral Plan dated April 25, 2002 and effective as of April 23, 2002 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 and incorporated herein by reference).

10.11*	—	Form of Indemnity Agreement entered into between the Registrant and each of the Registrant’s directors and bylaw officers (filed as Exhibit 10.18 to the Registrant’s Annual Report of Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).

10.12	—	Guaranty of the Registrant dated October 28, 1982, guaranteeing certain obligations of Samedan (filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference).

10.13	—	Stock Purchase Agreement dated as of July 1, 1996, between Samedan Oil Corporation and Enterprise Diversified Holdings Incorporated (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (Date of Event: July 31, 1996) dated August 13, 1996 and incorporated herein by reference).

10.14	—	Noble Preferred Stock Remarketing and Registration Rights Agreement dated as of November 10, 1999 by and among the Registrant, Noble Share Trust, The Chase Manhattan Bank, and Donaldson, Lufkin & Jenrette Securities Corporation (filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference).

10.15 *	—	Letter agreement dated February 1, 2002 between the Registrant and Charles D. Davidson, terminating Mr. Davidson’s employment agreement and entering into the attached Change of Control Agreement (filed as Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).

Exhibit Number		Exhibit **

10.16 *	—	Form of Change of Control Agreement entered into between the Registrant and each of the Registrant’s officers, with schedule setting forth differences in Change of Control Agreements (filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).

10.17	—	Five-year Credit Agreement dated as of November 30, 2001 among the Registrant, as borrower, JPMorgan Chase Bank, as the administrative agent for the lenders, Societe Generale, as the syndication agent for the lenders, Mizuho Financial Group, Credit Lyonnais, New York Branch, The Royal Bank of Scotland PLC, and Deutsche Bank Ag New York Branch, as co-documentation agents, and certain commercial lending institutions, as lenders (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).

10.18	—	364-day Credit Agreement dated as of November 30, 2001 among the Registrant, as borrower, JPMorgan Chase Bank, as the administrative agent for the lenders, Societe Generale, as the syndication agent for the lenders, Mizuho Financial Group, Credit Lyonnais, New York Branch, The Royal Bank of Scotland PLC, and Deutsche Bank Ag New York Branch, as co-documentation agents, and certain commercial lending institutions, as lenders (filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference).

10.19	—	364-day Credit Agreement dated as of November 27, 2002 among the Registrant, as borrower, JPMorgan Chase Bank, as the administrative agent for the lenders, Wachovia Bank, National Association, as the syndication agent for the lenders, Societe Generale, Citibank, N.A., Deutsche Bank Ag New York Branch, and The Royal Bank of Scotland PLC, as co-documentation agents, and certain commercial lending institutions, as lenders, filed herewith.

21	—	Subsidiaries, filed herewith

23	—	Consent of KPMG LLP, filed herewith

99.1	—	Certification of the Company’s Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

99.2	—	Certification of the Company’s Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

* Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

** Copies of exhibits will be furnished upon prepayment of 25 cents per page. Requests should be addressed to the Senior Vice President, Chief Financial Officer and Treasurer, Noble Energy, Inc., 350 Glenborough Drive, Suite 100, Houston, Texas 77067.

Exhibit 10.2

AMENDMENT NO. 1

TO THE

RESTORATION OF RETIREMENT INCOME PLAN

FOR CERTAIN PARTICIPANTS IN THE

NOBLE AFFILIATES RETIREMENT PLAN

Pursuant to the provisions of Section 7 of the Restoration of Retirement Income Plan for Certain Participants in the Noble Affiliates Retirement Plan (the “Restoration Plan”) and the resolution duly adopted by the Board of Directors of Noble Affiliates, Inc. on October 22, 2001, the Restoration Plan is hereby amended in the following respects only:

FIRST : Section 5(a) of the Restoration Plan is hereby amended by restatement in its entirety to read as follows:

(a) the value of the benefits which would have been payable to such Participant or beneficiary under the Basic Plan if (1) the provisions of the Basic Plan were administered without regard to (i) the maximum amount of compensation limitation imposed under the Basic Plan in order to comply with Section 401(a)(17) of the Code, and (ii) the maximum amount of retirement income limitation imposed under the Basic Plan in order to comply with Section 415 of the Code, and (2) no salary or bonus otherwise payable to such Participant had been deferred by such Participant under the Noble Affiliates, Inc. Deferred Compensation Plan (or its predecessor plan), over

SECOND : Section 7 of the Restoration Plan is hereby amended by restatement in its entirety to read as follows:

7. Amendment and Discontinuance

The Board of Directors of the Company shall have the right and power at any time and from time to time to amend this Plan, in whole or in part, on behalf

of all Employers, and at any time to terminate this Plan or any Employer’s participation hereunder; provided, however, that for a period of two years following a Change in Control, no amendment or termination of the Plan shall become effective with respect to a Participant or beneficiary of a deceased Participant without the prior written consent of such Participant or beneficiary. Any amendment to or termination of this Plan shall be made by or pursuant to a resolution duly adopted by the Board of Directors of the Company and shall be evidenced by such resolution or by a written instrument executed by such person as the Board of Directors of the Company shall authorize for such purpose. Any provision of this Plan to the contrary notwithstanding, no amendment to or termination of this Plan shall reduce or eliminate an Employer’s obligation for the payment of benefits accrued under this Plan as of the date of such amendment or termination, such benefits to be determined as if the Basic Plan had terminated on such date. For the purposes of this Plan, a “Change in Control” shall be deemed to have occurred if:

(a) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of the Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be,

for purposes of this Plan, considered as though such person were a member of the Incumbent Board;

(b) the stockholders of the Company shall approve a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company;

(c) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or

Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (1) the then outstanding shares of common stock, par value $3.33-1/3 per share, of the Company (“Common Stock”) or (2) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities.

Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (d) of this Section 7 solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall

thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (d) of this Section 7.

IN WITNESS WHEREOF, this Amendment has been executed this 26th day of March, 2002.

NOBLE AFFILIATES, INC.


By		/s/ Charles D. Davidson
	Title: President & Chief Executive Officer

Exhibit 10.3

NOBLE ENERGY, INC. RESTORATION TRUST

THIS TRUST AGREEMENT, made and executed at Ardmore, Oklahoma, by and among NOBLE ENERGY, INC., a Delaware corporation (the “Company”) formerly known as Noble Affiliates, Inc., SAMEDAN OIL CORPORATION, a Delaware corporation (“Samedan”), NOBLE GAS MARKETING, INC., a Delaware corporation (“Marketing”), and BANCFIRST, a national banking association (the “Trustee”) with an office in Ardmore, Oklahoma, and the successor to Exchange National Bank and Trust Company of Ardmore, Oklahoma;

WITNESSETH THAT:

WHEREAS, Company has established the unfunded plans listed on the attached Appendix A (each a “Plan” and together the “Plans”) primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of Company and its affiliates participating in the Plans; and

WHEREAS, Company and its participating affiliates have incurred and expect to incur additional liabilities under the terms of the Plans for the payment of benefits to or with respect to their employees and former employees who become entitled to benefit payments pursuant to the provisions of one or more of the Plans (each a “Plan Participant” and together the “Plan Participants”); and

WHEREAS, by three separate Trust Agreements made effective October 1, 1994, Company, Samedan and Marketing, as grantors, each established with Exchange National Bank and Trust Company of Ardmore, Oklahoma, as trustee, an amendable grantor trust designed to assist the grantor in discharging its obligations under the Plans; and

WHEREAS, Company, Samedan and Marketing now desire to amend said Trust Agreements by restatement in their entirety (i) to merge the Samedan Oil Corporation Restoration Trust and the Noble Gas Marketing, Inc. Restoration Trust into the Noble Affiliates Restoration Trust, and (ii) to change the name of the Noble Affiliates Restoration Trust to the Noble Energy, Inc. Restoration Trust (the “Trust”) and make certain other changes designed to facilitate the making of contributions to the Trust which will be held in trust and invested by the Trustee, subject to the claims of Company’s creditors in the event Company becomes Insolvent, as defined herein, until paid to Plan Participants or their beneficiaries who are entitled to Plan benefit payments; and

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plans as unfunded plans maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended; and

WHEREAS, it is the intention of Company to make contributions to the Trust to provide Company with a source of funds to assist Company and its affiliates in discharging their liabilities under the Plans;

NOW, THEREFORE, in consideration of the premises and pursuant to the authority reserved by Company, Samedan and Marketing under Section 12 of the Noble Affiliates Restoration Trust, the Samedan Oil Corporation Restoration Trust and the Noble Gas Marketing, Inc. Restoration Trust, respectively, (i) the Samedan Oil Corporation Restoration Trust and the Noble Gas Marketing, Inc. Restoration Trust are hereby amended by restatement in their entirety in the form of and to merge into and become a part of the Noble Affiliates Restoration Trust, and (ii) the Noble Affiliates Restoration Trust is hereby renamed the Noble Energy, Inc. Restoration Trust and amended by restatement in its entirety to be comprised of the foregoing and the following provisions of this Trust Agreement:

Section 1. Establishment Of Trust .

(a) Company hereby deposits with Trustee in trust one million six hundred thousand dollars ($1,600,000) in cash, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be irrevocable.

(c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan Participants, their beneficiaries and Company’s general creditors as herein set forth. Plan Participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be mere unsecured contractual rights of Plan Participants and their beneficiaries against Company. Any assets held by the Trust will be subject to the claims of Company’s general creditors under federal and state law in the event Company becomes Insolvent as defined in Section 3(a) herein.

(e) Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property acceptable to the Trustee in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan Participant or beneficiary shall have any right to compel such additional deposits.

(f) No later than twenty (20) days following a Change of Control, as defined herein, Company shall make a contribution to the Trust of an amount in cash which, when added to the value of the assets then held in the Trust, will equal 110% of the present value of all benefits that have accrued for Plan Participants and their beneficiaries under the terms of the Plans as of the date such Change of Control occurred. The present value of the benefits that have accrued for Plan Participants and their beneficiaries under the terms of a Plan shall be determined by the plan administrator of such Plan and provided by the plan administrator to Trustee.

Section 2. Payments to Plan Participants and Their Beneficiaries .

(a) Company shall deliver to Trustee a schedule (the “Payment Schedule”) that indicates the amounts payable in respect of each Plan Participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plans), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan Participants and their beneficiaries in accordance with such Payment Schedule, and shall have no duty to make any independent investigation or inquiry as to whether such payments are in accordance with the terms of the Plans. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company or one of its affiliates.

(b) The entitlement of a Plan Participant or his or her beneficiaries to benefits under the Plans shall be determined by Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans.

(c) Company or one of its affiliates may make payment of benefits directly to Plan Participants or their beneficiaries as such benefits become due under the terms of the Plans. Company shall notify Trustee of any decision to make payment of benefits directly prior to the time amounts are payable to a Plan Participant or his or her beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits to a Plan Participant or his or her beneficiaries in accordance with the terms of the Plans, Company or one of its affiliates shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent .

(a) Trustee shall cease payment of benefits to Plan Participants and their beneficiaries if Company is Insolvent. Company shall be considered “Insolvent” for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.

(1) If Company becomes Insolvent, the Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing that Company is Insolvent. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent, Trustee shall determine whether Company is Insolvent

and, pending such determination, Trustee shall discontinue payment of benefits to Plan Participants or their beneficiaries.

(2) Unless Trustee has actual knowledge that Company is Insolvent, or has received notice from Company or a person claiming to be a creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee may in all events rely on such evidence concerning Company’s solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company’s solvency.

(3) If at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to Plan Participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan Participants or their beneficiaries to pursue their rights as general creditors of Company or one of its affiliates with respect to benefits due under the Plans or otherwise.

(4) Trustee shall resume the payment of benefits to Plan Participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan Participants or their beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan Participants or their beneficiaries by Company or one of its affiliates in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to Company .

(a) Except as provided in Sections 3, 4(b), 5(c) and 12(c) hereof, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment of benefits have been made to Plan Participants and their beneficiaries pursuant to the terms of the Plans.

(b) Company shall have the right to withdraw assets from the Trust so long as the value of the assets of the Trust following such withdrawal will exceed 125% of the present value of all benefits then accrued for Plan Participants and their beneficiaries under the terms of the Plans. The present value of the benefits that are accrued for Plan Participants and their beneficiaries under the terms of a Plan shall be determined by the plan administrator of such Plan and provided by the plan administrator to Trustee.

Section 5. Investment Authority .

(a) Company shall have the right and power to direct Trustee in writing with respect to the investment of the assets of the Trust, such authority to include (but not to be limited to) the right and power to direct Trustee (i) to purchase assets for the Trust, or to sell or retain the assets of the Trust, (ii) to purchase, hold and take specified action under or with respect to one or more life insurance policies, and (iii) to establish separate and distinct investment funds within the Trust for the investment of the assets of the Trust in specified investments or types of investments, and to invest all or any portion of the assets of the Trust in such investment fund; provided, however, that in no event shall any assets of the Trust be invested in securities (including stock or rights to acquire stock) or obligations issued by Company or one of its affiliates (other than a de minimis amount held in mutual funds or collective investment vehicles in which Trustee invests). Trustee shall take all of the action it is directed by Company to take pursuant to this Section 5(a), and shall have no duty (i) to review or make any recommendation or determination with respect to the acquisition, retention or disposition of any Trust asset Trustee is directed by Company to acquire, hold or dispose of pursuant to this Section 5(a), or (ii) to make any independent investigation or inquiry as to whether any such direction is in accordance with applicable law or the terms of the Plans. However, the foregoing provisions of this Section 5(a) to the contrary notwithstanding, during the two (2) year period immediately following a Change of Control, as defined herein, Company shall have no right or power to direct Trustee with respect to the investment of the assets of the Trust, and all such rights and power shall be exercised solely by Trustee. The Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of the occurrence of a Change of Control, as defined herein.

(b) Subject to the provisions of Section 5(a) hereof, Trustee shall have all of the rights, powers, duties and obligations with respect to the investment of the assets of the Trust granted to a trustee under the laws of the State of Oklahoma; provided, however, that in no event shall Trustee invest in securities (including stock or rights to acquire stock) or obligations issued by Company or one of its affiliates (other than a de minimis amount held in mutual funds or collective investment vehicles in which Trustee invests).

(c) At any time and from time to time during the period with respect to which Company has the right and power to direct Trustee with respect to the investment of the assets of the Trust, Company shall have the right to substitute assets (other than securities, including stock or rights to acquire stock, or obligations issued by Company or one of its affiliates) of equal fair market value for any asset held by the Trust.

Section 6. Disposition of Income .

During the term of this Trust, all income received by the Trust shall be accumulated and reinvested to the extent not used or applied for the purposes of the Trust. Any federal or state income tax due from Company or the Trust with respect to the income of the Trust shall be paid by Company.

Section 7. Accounting by Trustee .

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within sixty (60) days following the close of each calendar year and within sixty (60) days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 8. Responsibility of Trustee .

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of this Trust and is given in writing by Company. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee’s costs, expenses and liabilities (including, without limitation, reasonable and necessary attorneys’ fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. The provisions of this Section 8(b) shall not apply, however, to any litigation arising out of or resulting from Trustee’s negligence, breach of fiduciary duty or willful misconduct.

(c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power (and Company shall have no right to direct Trustee) to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or to loan to any person the proceeds of any borrowing against such policy.

(f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation and Expenses of Trustee .

For its services as trustee hereunder, Trustee shall be entitled to reasonable fees commensurate with its duties and responsibilities, taking into account the value and nature of the Trust and the time and work involved. Trustee shall be entitled to reimbursement for all reasonable expenses incurred by Trustee in connection with the administration of the Trust. Company may pay such fees and expenses, but if not so paid, such fees and expenses shall be paid from the assets of the Trust.

Section 10. Resignation and Removal of Trustee .

(a) Trustee may resign at any time by written notice to Company, which shall be effective sixty (60) days after receipt of such notice unless Company and Trustee agree otherwise.

(b) Trustee may be removed by Company on sixty (60) days notice or upon shorter notice accepted by Trustee.

(c) Notwithstanding any other provision of this Trust Agreement, Trustee may not be removed by Company during the two (2) year period immediately following a Change of Control, as defined herein.

(d) If Trustee resigns within two (2) years after a Change of Control, as defined herein, Company shall apply to a court of competent jurisdiction for the appointment of a successor Trustee or for instructions.

(e) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within seventy-five (75) days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.

(f) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph (a) or (b) of this Section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor .

If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted

corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer.

Section 12. Amendment or Termination .

(a) Subject to the provisions of Section 12(d) hereof, this Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable.

(b) Except as provided in Section 12(c) hereof, the Trust shall not terminate until the date on which Plan Participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plans. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.

(c) With the written approval of the Plan Participants and beneficiaries of deceased Plan Participants whose present value of accrued benefits under the Plans, when aggregated, equal or exceed 75% of the aggregate present value of all benefits then accrued for Plan Participants and their beneficiaries under the terms of the Plans, Company may terminate this Trust prior to the time all benefit payments under the Plans have been made to Plan Participants and their beneficiaries. The present value of the benefits that are accrued under the terms of a Plan shall be determined by the plan administrator of such Plan and provided by the plan administrator to Trustee. All assets in the Trust at termination shall be returned to Company.

(d) During the two (2) year period immediately following a Change of Control, as defined herein, Sections 1(f), 3, 4, 5, 6, 10(c), 10(d), 12 and 13(d) of this Trust Agreement may not be amended without the written approval of the Plan Participants and beneficiaries of deceased Plan Participants whose present value of accrued benefits under the Plans, when aggregated, equal or exceed 75% of the aggregate present value of all benefits then accrued for Plan Participants and their beneficiaries under the terms of the Plans. The present value of the benefits that are accrued under the terms of a Plan shall be determined by the plan administrator of such Plan and provided by the plan administrator to Trustee.

Section 13. Miscellaneous .

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan Participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Oklahoma.

(d) This Trust Agreement shall be binding upon Company and its successors, whether by merger, assignment or otherwise; provided, however, that no such succession shall relieve Company of its obligations hereunder.

Section 14. Definitions .

For purposes of this Trust, a “Change of Control” shall be deemed to have occurred if:

(a) individuals who, as of the date hereof, constitute the Board of Directors of Company (the “Incumbent Board”) cease for any reason to constitute at least fifty-one percent (51%) of the Board of Directors of Company, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be, for purposes of this Trust, considered as though such person were a member of the Incumbent Board;

(b) the stockholders of Company shall approve a reorganization, merger or consolidation, in each case, with respect to which persons who were the stockholders of Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own outstanding voting securities representing at least fifty-one percent (51%) of the combined voting power entitled to vote generally in the election of directors (“Voting Securities”) of the reorganized, merged or consolidated company;

(c) the stockholders of Company shall approve a liquidation or dissolution of Company or a sale of all or substantially all of the stock or assets of Company; or

(d) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Company, any of its subsidiaries, any employee benefit plan of Company or any of its subsidiaries, or any entity organized, appointed or established by Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of Company representing in the aggregate twenty-five percent (25%) or more of either (1) the then outstanding shares of common stock, par value $3.33-1/3 per share, of Company (“Common Stock”) or (2) the Voting Securities of Company, in either such case other than solely as a result of acquisitions of such securities directly from Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of Company shall be deemed the beneficial owner of such

Common Stock or Voting Securities.

Notwithstanding the foregoing, a “Change of Control” of Company shall not be deemed to have occurred for purposes of subparagraph (d) of this Section 14 solely as the result of an acquisition of securities by Company which, by reducing the number of shares of Common Stock or other Voting Securities of Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the beneficial owner of any additional shares of Common Stock or other Voting Securities of Company (other than a result of a stock split, stock dividend or similar transaction), then a Change of Control of Company shall be deemed to have occurred for purposes subparagraph (d) of this Section 14.

Section 15. Effective Date .

The effective date of this Trust Agreement shall be August 1, 2002.

IN WITNESS WHEREOF, this Trust Agreement has been executed this day of , 2002.

							NOBLE ENERGY, INC.


							By	/s/ Charles D. Davidson
								Title: President & CEO

							SAMEDAN OIL CORPORATION


							By	/s/ Charles D. Davidson
								Title: President & CEO

							NOBLE GAS MARKETING, INC.


							By	/s/ Robert K. Burleson
								Title: VP - Business Administration

							BANCFIRST, as Trustee


							By	/s/ Robert Long
								Title: Sr. V.P.

THE STATE OF TEXAS		§
		§
COUNTY OF		§

BEFORE ME, the undersigned authority, a notary public in and for said County and State, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said NOBLE ENERGY, INC., and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2002.


		Notary Public, State of Texas

My Commission expires:



THE STATE OF TEXAS		§
		§
COUNTY OF		§

BEFORE ME, the undersigned authority, a notary public in and for said County and State, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said SAMEDAN OIL CORPORATION, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2002.


		Notary Public, State of Texas

My Commission expires:

THE STATE OF TEXAS		§
		§
COUNTY OF		§

BEFORE ME, the undersigned authority, a notary public in and for said County and State, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said NOBLE GAS MARKETING, INC., and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2002.


		Notary Public, State of Texas

My Commission expires:



THE STATE OF OKLAHOMA		§
		§
COUNTY OF		§

BEFORE ME, the undersigned authority, a notary public in and for said County and State, on this day personally appeared , known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said BANCFIRST, a national banking association, and that he executed the same as the act of such association for the purposes and consideration therein expressed, and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2002.


		Notary Public, State of Oklahoma

My Commission expires:

NOBLE ENERGY, INC. RESTORATION TRUST

APPENDIX A

(1) Noble Affiliates, Inc. Deferred Compensation Plan (formerly known as the Noble Affiliates Thrift Restoration Plan)

(2) Restoration of Retirement Income Plan for Certain Participants in the Noble Affiliates Retirement Plan

Exhibit 10.4

NOBLE AFFILIATES, INC.

DEFERRED COMPENSATION PLAN

THIS PLAN, made and executed by NOBLE AFFILIATES, INC., a Delaware corporation (the “Company”),

WITNESSETH THAT:

WHEREAS, the Company has heretofore established the Noble Affiliates Thrift Restoration Plan for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Company and its participating affiliates; and

WHEREAS, the Company now desires to amend the Noble Affiliates Thrift Restoration Plan to make certain changes;

NOW, THEREFORE, in consideration of the premises and pursuant to the provisions of Section 4.1 thereof, the Noble Affiliates Thrift Restoration Plan is hereby amended by restatement in its entirety effective as of August 1, 2001, to read as follows:

ARTICLE 1

Definitions

Unless the context clearly indicates otherwise, when used in this Plan:

1.1 “Account” shall mean the account or accounts established by an Employer for a particular Participant pursuant to Article 3 of the Plan.

1.2 “Administrator” shall mean the Employee Benefits Committee or such other person or persons appointed by the Board of Directors of the Company to administer the Plan pursuant to Article 12 of the Plan.

1.3 “Applicable Employer” shall mean the Employer that employs or last employed a Participant.

1.4 “Base Salary” shall mean the annual base salary payable to a Participant by an Employer excluding incentive and discretionary bonuses and other non-regular forms of compensation, before reductions for contributions to or deferrals under any pension, deferred compensation or benefit plan sponsored by an Employer.

1.5 “Beneficiary” shall mean the person(s) or entity designated as such in accordance with Article 11 of the Plan.

1.6 “Bonus” shall mean amounts paid to the Participant by an Employer under the Company’s Short Term Incentive Plan or any other bonus designated by the Administrator before reductions for contributions to or deferrals under any pension, deferred compensation or benefit plan sponsored by an Employer.

1.7 A “Change in Control” shall be deemed to have occurred if:

(c) the stockholders of the Company shall approve a liquidation or dissolution of the Company or a sale of all or substantially all of the stock or assets of the Company; or

(d) any “person,” as that term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its subsidiaries, any employee benefit plan of the Company or any of its subsidiaries, or any entity organized, appointed or established by the Company for or pursuant to the terms of such a plan), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any “Person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate twenty-five percent (25%) or more of either (1) the then outstanding shares of common stock, par value $3.33-1/3 per share, of the Company (“Common Stock”) or (2) the Voting Securities of the Company, in either such case other than solely as a result of acquisitions of such securities directly from the Company. Without limiting the foregoing, a person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote, or to direct the voting of, or to dispose, or to direct the disposition of, Common Stock or other Voting Securities of the Company shall be deemed the beneficial owner of such Common Stock or Voting Securities.

Notwithstanding the foregoing, a “Change in Control” of the Company shall not be deemed to have occurred for purposes of subparagraph (d) of this Section 1.7 solely as the result of an acquisition of securities by the Company which, by reducing the number of shares of Common Stock or other Voting Securities of the Company outstanding, increases (i) the proportionate number of shares of Common Stock beneficially owned by any person to twenty-five percent (25%) or more of the shares of Common Stock then outstanding or (ii) the proportionate voting power represented by the Voting Securities of the Company beneficially owned by any person to twenty-five percent (25%) or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred to in clause (i) or (ii) of this sentence shall thereafter become the

beneficial owner of any additional shares of Common Stock or other Voting Securities of the Company (other than a result of a stock split, stock dividend or similar transaction), then a Change in Control of the Company shall be deemed to have occurred for purposes subparagraph (d) of this Section 1.7.

1.8 “Company” shall mean Noble Affiliates, Inc., a Delaware corporation .

1.9 “Employer Qualified Plan Credit” shall mean the credit to Participant’s Account established for such purposes pursuant to Section 3.2 of the Plan .

1.10 “Crediting Rate” shall mean (i) for a month commencing prior to January 1, 2002, the monthly rate that is equivalent to an annual rate equal to 2% above the prime rate as published in The Wall Street Journal on the first business day of such month, and (ii) for periods after December 31, 2001, an effective annual yield equal to the greater of (1) 125% of the 120-month rolling average of ten-year Treasury Notes or (2) the 120-month rolling average of the Prime Rate. The Crediting Rate for periods after December 31, 2001, shall be determined annually by the Administrator as of the September preceding the beginning of the Plan Year to which such rate shall apply and shall be compounded monthly.

1.11 “Disability” shall mean the total and permanent incapacity of a Participant to perform the usual duties of his or her employment with an Employer as determined by the Administrator. Such incapacity shall be deemed to exist when certified by a physician acceptable to the Administrator.

1.12 “Eligible Employee” shall mean the President of the Company and any other employee of an Employer who has been designated by the President as an Eligible Employee for the purposes of this Plan.

1.13 “Employer” shall include the Company and any other incorporated or unincorporated trade or business that may adopt both the Qualified Plan and this Plan.

1.14 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

1.15 “Financial Hardship” shall mean a severe financial hardship to a Participant that results from a sudden and unexpected illness or accident of the Participant or of the spouse or a dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of the Participant, the loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant that cannot be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent that such liquidation would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan. Cash needs arising from foreseeable events such as the purchase of a residence or education expenses for children shall not, alone, be considered a Financial Hardship.

1.16 “Participant” shall mean an Eligible Employee or former Eligible Employee for whom an Account is being maintained under the Plan.

1.17 “Participant Election Form” shall mean the form or forms which constitute a written agreement to make a deferral and to elect the form of distributions under the Plan submitted by the Participant to the Administrator on a timely basis pursuant to Article 2 of the Plan. The Participant Election Form may take the form of an electronic communication followed by appropriate written confirmation according to specifications established by the Administrator.

1.18 “Plan Year” shall mean the calendar year.

1.19 “Qualified Plan” shall mean the Noble Affiliates Thrift and Profit Sharing Plan as amended from time to time.

1.20 “Retirement” shall mean Termination of Employment on or after the Retirement Eligibility Date for any reason other than death or Disability.

1.21 “Retirement Eligibility Date” shall mean the earlier of (i) the date on which the Participant attains age sixty-five (65), (ii) the date on which the Participant has both attained age fifty-five (55) and completed at least five (5) Years of Service, or (iii) the date on which the Participant has completed at least twenty (20) Years of Service.

1.22 “Scheduled Withdrawal” shall mean the distribution elected by the Participant pursuant to Article 7 of the Plan.

1.23 “Settlement Date” shall mean the date by which a lump sum payment shall be made or the date by which installment payments shall commence. The Settlement Date for installment payments, a delayed Retirement benefit or a Scheduled Withdrawal shall be the last day of January of the Plan Year for which distribution is elected. The Settlement Date shall otherwise be within sixty (60) days following the event triggering the payout. In the case of death, the event triggering payout shall be deemed to occur upon the date the Administrator is provided with the documentation reasonably necessary to establish the fact of the Participant’s death.

1.24 “Statutory Limitations” shall mean any statutory, regulatory or administrative limitation on or affecting salary reduction or matching contributions to the Qualified Plan, or on compensation taken into account in calculating employer or employee contributions to the Qualified Plan.

1.25 “Termination of Employment” shall mean the date as of which a Participant is no longer employed by any Employer. Transfers of employment between Employers shall not be considered to be a Termination of Employment for the purposes of this Plan.

1.26 “Unscheduled Withdrawal” shall mean a distribution elected by the Participant pursuant to Article 8 of the Plan.

1.27 “Valuation Date” shall mean the date specified by the Administrator that is no more than sixty (60) days preceding the date a payment is to be made pursuant to the Plan.

1.28 “Withdrawal Penalty” shall mean the ten percent (10%) penalty deducted from an Account as a result of an Unscheduled Withdrawal pursuant to Article 8 of the Plan.

1.29 “Years of Service” shall mean the cumulative consecutive years of continuous full-time employment with the Employers, beginning on the date the Participant first began service with an Employer, and counting each anniversary thereof . Transfers of employment between Employers shall not be an interruption of continuous employment with the Employers for the purposes of this Plan.

ARTICLE 2

Participation

2.1 Elective Deferral . Each year an Eligible Employee may elect to defer any whole percentage of Base Salary and/or Bonus up to fifty percent (50%) of Base Salary and one hundred percent (100%) of Bonus earned by the Participant during the Plan Year. If a Participant ceases to meet the definition of an Eligible Employee, the Participant shall continue as a Participant in the Plan but shall not be entitled to make further deferrals under the Plan until such time as the Participant is again designated as an Eligible Employee by the President of the Company.

2.2 Participant Election Form . In order to make a deferral, an Eligible Employee must submit a Participant Election Form to the Administrator during the enrollment period established by the Administrator prior to the beginning of the period during which the Base Salary or Bonus is earned, except that with respect to the first Plan Year to which this amendment and restatement is applicable, the Participant shall submit a Participant Election Form no later than thirty (30) days after the effective date of this restatement. The Administrator may establish a special enrollment period for an Eligible Employee hired during a Plan Year to allow deferrals of Base Compensation or Bonus earned during the balance of such Plan Year after such enrollment period. The Participant shall be required to submit a new Participant Election Form on a timely basis in order to defer a percentage of Bonus or to change the Participant’s deferral election with respect to Base Salary for a subsequent Plan Year. If no Participant Election Form is filed during the prescribed enrollment period, the Participant’s election regarding deferral of Base Salary for the prior Plan Year shall continue in force for the next Plan Year. However, no election regarding Bonus shall be applied to a subsequent Plan Year.

ARTICLE 3

Accounts

3.1 Participant Deferral Accounts . Solely for recordkeeping purposes one or more Participant Deferral Accounts (segregated based on form and timing of payout) shall be maintained for each Participant and shall be credited with the Participant’s deferrals directed to each Account at the time such amounts would otherwise have been paid to the Participant. Amounts credited to a Participant’s Participant Deferral Account shall be fully vested at all times and shall be deemed to be credited with notional earnings at the Crediting Rate from the date credited to the Account through the Valuation Date.

3.2 Employer Qualified Plan Credit Account . For each Plan Year in which the Participant makes a deferral under this Plan, the Participant’s Employer Qualified Plan Credit Account shall be credited with an amount equal the maximum Employer matching contributions that

would have been provided to the Participant under the Qualified Plan had the Participant’s elected deferral under the Qualified Plan been contributed to the Qualified Plan without regard to the Statutory Limitations. The Employer Qualified Plan Credit for each Plan Year shall be reduced by the amount of Employer matching contributions, if any, actually credited to the Participant under the Qualified Plan for such Plan Year. The Employer Qualified Plan Credit shall be credited to the Participant’s Employer Qualified Plan Credit Account as soon as is practicable but in no event later than the first day of the Plan Year following the Plan Year for which the Employer matching contribution was or would have been made under the Qualified Plan. Amounts credited to a Participant’s Employer Qualified Plan Credit Account shall vest at the time and under the conditions such amounts would have vested under the Qualified Plan had such contributions been made to the Qualified Plan, and shall be deemed to be credited with notional earnings at the Crediting Rate from the date credited to the Account through the Valuation Date. Notwithstanding the foregoing, upon a Change in Control, all amounts credited to the Participant’s Employer Qualified Plan Credit Account (including notional earnings thereon) shall be fully vested.

3.3 Prior Accounts . The amount credited to a Participant’s Deferral Account under the Noble Affiliates Thrift Restoration Plan as of July 31, 2001, shall be credited to his or her Participant Deferral Account under this Plan as of August 1, 2001. The amount credited to a Participant’s Matching Account under the Noble Affiliates Thrift Restoration Plan as of July 31, 2001, shall be credited to his or her Employer Qualified Plan Credit Account under this Plan as of August 1, 2001.

3.4 Statement of Accounts . The Administrator shall provide each Participant with statements at least annually setting forth the Participant’s Account balances as of the end of each year.

ARTICLE 4

Benefits

4.1 Retirement Benefits . In the event of the Participant’s Retirement, the Participant shall be entitled to receive an amount equal to the total balance of the Participant’s Accounts credited with notional earnings as provided in Article 3 through the Valuation Date. The benefit payable pursuant to this Section 4.1 shall be paid in a single lump sum unless the Participant has made an effective election to have the benefit paid in annual installments over a period of not more than fifteen (15) years as specified by the Participant in such election. An installment distribution will be paid in annual installments determined each year by dividing the then undistributed total balance of the Participant’s Accounts, as adjusted on each December 31 during the installment period for interest for the year then ended using the Crediting Rate applicable for such year, by the number of remaining installments to be paid to or with respect to such Participant. The benefit payable to a Participant pursuant to this Section 4.1 shall be paid or commence being paid, as the case may be, on the Settlement Date following his or her Retirement unless such Participant has made an effective election to defer such payment or commencement of payments to January of one of the following five (5) Plan Years. For the purposes of this Section 4.1, an installment distribution or deferred payment election (and any subsequent revocation thereof or change with respect thereto) shall be made by a Participant on a form prescribed by and filed with (or as directed by) the Committee; provided, however, that no such election, revocation or change shall become effective for the purposes of the Plan unless the Participant completes thirteen (13) months of continuous

employment with the Employers after the date of filing such election with (or as directed by) the Committee.

4.2 Termination Benefit . Upon Termination of Employment other than by reason of Retirement, Disability or death, the Applicable Employer shall pay to the Participant a termination benefit equal to the total vested balance of the Participant’s Accounts credited with notional earnings as provided in Article 3 through the Valuation Date. The termination benefit shall be paid in a single lump sum on the Settlement Date following the Participant’s Termination of Employment.

4.3 Small Benefit Exception . Notwithstanding the foregoing, in the event the sum of all Account balances payable to the Participant is less than fifty thousand dollars ($50,000), the Applicable Employer may, in its sole discretion, elect to pay such Account balances in a single lump sum payable on the last day of the month in which such amounts first become payable.

ARTICLE 5

Death Benefits

5.1 Survivor Benefit Before Benefits Commence . If the Participant dies prior to commencement of benefits under Articles 4, the Applicable Employer shall pay to the Participant’s Beneficiary a death benefit equal to the total balance on death of all of the Participant’s Accounts credited with notional earnings as provided in Article 3 through the Valuation Date. The death benefit shall be paid in a single lump sum on the Settlement Date following the date the Participant’s death is established by reasonable documentation.

5.2 Survivor Benefit After Benefits Commence . If the Participant dies after benefits have commenced under Article 4, upon receiving reasonable documentation of the Participant’s death the Applicable Employer shall pay to the Participant’s Beneficiary an amount equal to the remaining benefits payable to the Participant under the Plan over the same period such benefits would have been paid to the Participant. If the Participant dies after benefits have commenced under Article 7 but prior to complete distribution of such benefits, the remaining balance of benefits payable under Article 7 shall be paid to the Participant’s Beneficiary in a single lump sum on the Settlement Date following the date the Participant’s death is established by reasonable documentation.

5.3 Small Benefit Exception . Notwithstanding the foregoing, in the event the sum of all Account balances payable to a Beneficiary is less than fifty thousand dollars ($50,000), the Applicable Employer may, in its sole discretion, elect to pay such Account balances in a single lump sum payable on the last day of the month in which such amounts first become payable.

ARTICLE 6

Disability

6.1 Disability . Upon a Participant’s Termination of Employment by reason of Disability, the amounts credited to such Participant’s Accounts shall be distributed at the time or times and in the manner applicable to a Retirement under the provisions of Section 4.1 and 4.3.

ARTICLE 7

Scheduled Withdrawal

7.1 Election . The Participant may make an irrevocable election on the Participant Election Form at the time of making a deferral of Base Salary or Bonus to take a Scheduled Withdrawal from the Account established by the Participant for such purpose, including any earnings credited thereon. The Participant may elect to receive the Scheduled Withdrawal in any Plan Year that begins at least two (2) years after the enrollment period in which such Scheduled Withdrawal is elected, and may elect to have the Scheduled Withdrawal distributed over a period of up to four (4) years. The Participant may irrevocably elect to make additional deferrals into such Scheduled Withdrawal Account in subsequent Participant Election Forms that are effective for Plan Years before the Plan Year in which the Scheduled Withdrawal is to be made or commence being made, but may not elect another Scheduled Withdrawal date or establish another Scheduled Withdrawal Account until all of the amounts in the existing Scheduled Withdrawal Account have been paid out. No Scheduled Withdrawal shall be available from an Employer Qualified Plan Credit Account.

7.2 Maximum Scheduled Withdrawal . The Participant shall be entitled to elect a Scheduled Withdrawal of any whole percentage up to one hundred percent (100%) of the relevant deferral credited with notional earnings as provided in Article 3 through the Valuation Date.

7.3 Timing of Scheduled Withdrawal . The Scheduled Withdrawal shall be paid by the Applicable Employer to the Participant in the form elected beginning no later than the last day of January of the Plan Year elected by the Participant in the Participant Election Form unless such date is preceded by the Participant’s Termination of Employment. In the event of a Participant’s Termination of Employment prior to the date elected for the Scheduled Withdrawal or prior to completion of all scheduled installment payments of such Scheduled Withdrawal, the unpaid Scheduled Withdrawal shall be paid in the form of a single lump sum on the Settlement Date following such Termination of Employment. In the event such Termination of Employment is as a result of the Participant’s death, the Scheduled Withdrawal shall be paid to the Participant’s beneficiary in a single lump sum on the Settlement Date following the date the Participant’s death is established by reasonable documentation.

7.4 Scheduled Withdrawal Upon Change in Control . Within fourteen (14) days following the occurrence of a potential Change in Control, a Participant may irrevocably elect, on a form prescribed by and filed with the Administrator, to receive a distribution of the entire amount credited to each of his or her Accounts if a Change in Control occurs during the twenty-four (24) month period following the occurrence of said potential Change in Control. The distribution to be made to a Participant pursuant to this Section shall be paid in a single lump sum no later than sixty (60) days following the occurrence of a Change in Control during the period to which such Participant’s election under this Section pertains, and shall include notional earnings as provided in Article 3 through the Valuation Date. For the purposes of this Section, a potential Change in Control shall be deemed to have occurred if (i) the Company enters into an agreement or arrangement the consummation of which would result in the occurrence of a Change in Control, (ii) any person (within the meaning of Section 1.7(d)) publicly announces an intention to take action the consummation of which would constitute a Change in Control, or (iii) the Board of Directors of the

Company authorizes the taking of action the consummation of which would constitute a Change in Control.

ARTICLE 8

Unscheduled Withdrawal

8.1 Election . A Participant (or, after the Participant’s death, a Beneficiary) may take an Unscheduled Withdrawal from a fully vested Account at any time. The Unscheduled Withdrawal shall be paid no later than the last day of the month following the month in which the Unscheduled Withdrawal is requested. After an Unscheduled Withdrawal, a Participant’s deferrals shall cease and the Participant shall not be allowed to make a new deferral election until the enrollment period following one full calendar year from the date of the Unscheduled Withdrawal. Only one Unscheduled Withdrawal shall be permitted in each Plan Year.

8.2 Withdrawal Penalty . There shall be a Withdrawal Penalty deducted from the Account prior to an Unscheduled Withdrawal from such Account equal to ten percent (10%) of the Unscheduled Withdrawal.

ARTICLE 9

Financial Hardship Distribution

9.1 Financial Hardship Distribution . If the Administrator determines that a Participant has incurred a Financial Hardship, the Administrator in its sole discretion may accelerate distributions of benefits or approve reduction or cessation of current deferrals under the Plan in the amount reasonably necessary to alleviate such Financial Hardship. After a Financial Hardship distribution, a Participant’s deferrals shall cease and the Participant shall not be allowed to make a new deferral election until the enrollment period following one full calendar year from the date of the Financial Hardship distribution. No distribution shall be made to a Participant pursuant to this Section 9.1 unless such Participant requests such a distribution in writing and provides to the Administrator such information and documentation with respect to his or her Financial Hardship as may be requested by the Administrator.

ARTICLE 10

Amendment and Termination of Plan

10.1 Amendment or Termination of Plan . At any time prior to a Change in Control, the Board of Directors of the Company may amend or terminate the Plan, provided, however, that (i) no such amendment shall reduce the Crediting Rate applicable to a Participant’s Account balance or installment distribution without the consent of such Participant (or, if deceased, his or her Beneficiary), and (ii) no such amendment or termination may reduce or further defer the payment of a Participant’s Account balance or installment distribution without the consent of such Participant (or, if deceased, his or her Beneficiary). If the Board of Directors of the Company terminates the Plan, the date of such termination shall be treated as a Termination of Employment for the purpose of calculating the Plan benefit payable to a Participant, and the Applicable Employer shall pay to each Participant or Beneficiary of a deceased Participant the benefit such Participant or Beneficiary would be entitled to receive under Article 4 or 5 of the Plan, except that such benefit shall be paid in a single lump sum on the last day of the month following the month in which the termination of the Plan occurs. During the twenty-four (24) month period following a Change in Control, no amendment or termination of the Plan shall become effective with respect to a Participant or Beneficiary of a deceased Participant without the prior written consent of such Participant or Beneficiary. After the twenty-four (24) month period following a Change in Control, the Board of Directors of the Company shall have the same right to amend or terminate the Plan as such Board had prior to such Change in Control.

ARTICLE 11

Beneficiaries

11.1 Beneficiary Designation . The Participant shall have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan shall be made in the event of the Participant’s death. The Beneficiary designation shall be effective when it is submitted in writing to and acknowledged by the Administrator during the Participant’s lifetime on a form prescribed by the Administrator.

11.2 Revision of Designation . The submission of a new Beneficiary designation shall cancel all prior Beneficiary designations. Any finalized divorce or marriage (other than a common law marriage) of a Participant subsequent to the date of a Beneficiary designation shall revoke such designation, unless in the case of divorce the former spouse was not designated as Beneficiary and unless in the case of marriage the Participant’s new spouse has been designated as Beneficiary.

11.3 Successor Beneficiary . If the primary Beneficiary dies prior to complete distribution of the benefits provided in Article 5, the remaining Account balance shall be paid to the contingent Beneficiary elected by the Participant in the form of a lump sum payable no later than the last day of the month following the month in which the primary Beneficiary’s death is established by reasonable documentation.

11.4 Absence of Valid Designation . If a Participant fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Participant or dies prior to complete distribution of the Participant’s benefits, then the Administrator shall direct the distribution of such benefits to the Participant’s estate.

ARTICLE 12

Administration/Claims Procedures

12.1 Administration . The Plan shall be administered by the Administrator, which shall have the exclusive right and full discretion to (i) interpret the Plan, (ii) decide any and all matters arising hereunder (including the right to remedy possible ambiguities, inconsistencies, or admissions), (iii) to make, amend and rescind such rules as it deems necessary for the proper administration of the Plan, and (iv) to make all other determinations necessary or advisable for the administration of the Plan, including determinations regarding eligibility for benefits payable under the Plan. All interpretations and determinations of the Administrator with respect to Plan matters shall be final, conclusive and binding on all persons affected thereby. No person or member of any committee acting as the Administrator shall be liable for any determination, decision or action made or taken in good faith with respect to the Plan.

12.2 Claims Procedure . Any Participant, former Participant or Beneficiary may file a written claim with the Administrator setting forth the nature of the benefit claimed, the amount thereof, and the basis for claiming entitlement to such benefit. The Administrator shall determine the validity of the claim and communicate a decision to the claimant promptly and, in any event, not later than ninety (90) days after receipt of the claim by the Administrator. The claim may be deemed by the claimant to have been denied for purposes of further review described below in the event a decision is not furnished to the claimant within such ninety (90) day period. If additional information is necessary to make a determination on a claim, the claimant shall be advised of the need for such additional information within forty-five (45) days after the date of the claim. The claimant shall have up to one hundred and eighty (180) days to supplement the claim information, and the claimant shall be advised of the decision on the claim within forty-five (45) days after the earlier of the date the supplemental information is supplied or the end of the one hundred and eighty (180) day period. Every claim for benefits which is denied shall be denied by written notice setting forth in a manner calculated to be understood by the claimant (i) the specific reason or reasons for the denial, (ii) specific reference to any provisions of the Plan (including any internal rules, guidelines, protocols, criteria, etc.) on which the denial is based, (iii) description of any additional material or information that is necessary to process the claim, and (iv) an explanation of the procedure for further reviewing the denial of the claim (including applicable time limits and a statement of the claimant’s right to bring an action following an adverse determination on review).

12.3 Review Procedures . Within sixty (60) days after the receipt of a denial on a claim, a claimant or his/her authorized representative may file a written request for review of such denial. Such review shall be undertaken by the Administrator and shall be a full and fair review. The claimant shall have the right to review all pertinent documents. The Administrator shall issue a decision not later than sixty (60) days after receipt of a request for review from a claimant unless special circumstances, such as the need to hold a hearing, require a longer period of time, in which

case a decision shall be rendered as soon as possible but not later than one hundred and twenty (120) days after receipt of the claimant’s request for review. The decision on review shall be in writing and shall include specific reasons for the decision written in a manner calculated to be understood by the claimant with specific reference to any provisions of the Plan on which the decision is based.

ARTICLE 13

Conditions Related to Benefits

13.1 Nature of Plan and Rights . This Plan is unfunded and maintained by the Applicable Employers primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Applicable Employers. The Accounts established and maintained under this Plan by an Applicable Employer are for its accounting purposes only, and shall not be deemed or construed to create a trust fund or security interest of any kind for or to grant a property interest of any kind to any Participant, Beneficiary or estate. The amounts credited to Accounts maintained under this Plan by an Applicable Employer are and for all purposes shall continue to be a part of the general liabilities of such Applicable Employer, and to the extent that a Participant, Beneficiary or estate acquires a right to receive a payment from an Applicable Employer pursuant to this Plan, (i) such right shall be no greater than the right of any unsecured general creditor of such Applicable Employer, and (ii) such Participant, Beneficiary or estate shall have no claim against or right to receive any payment hereunder from any other Employer.

13.2 Spendthrift Provision . No Account balance or other right or interest under the Plan of a Participant, Beneficiary or estate may be assigned, transferred or alienated, in whole or in part, either directly or by operation of law, and no such balance, right or interest shall be liable for or subject to any debt, obligation or liability of such Participant, Beneficiary or estate.

13.3 Protective Provisions . The Participant shall cooperate with the Applicable Employer by furnishing any and all information requested by the Administrator in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Administrator may deem necessary and taking such other actions as may be requested by the Administrator.

13.4 Withholding . A Participant or Beneficiary shall make appropriate arrangements with the Applicable Employer for satisfaction of any federal, state or local income, employment or other tax withholding requirements applicable to the payment of benefits under the Plan. If no other arrangements are made, the Applicable Employer may provide, at its discretion, for such withholding and tax payments as may be required, including, without limitation, by the reduction of Plan benefits or other amounts payable to the Participant or Beneficiary.

13.5 Assumptions and Methodology . The Administrator shall establish the actuarial assumptions and method of calculation used in determining the present or future value of benefits, earnings, payments, fees, expenses or any other amounts required to be calculated under the terms of the Plan. The Administrator shall also establish reasonable procedures regarding the form and timing of installment payments. Such assumptions and methodology shall be outlined in detail in procedures established by the Administrator and made available to Participants and may be changed from time to time by the Administrator prior to a Change in Control. During the twenty-four (24) month period following a Change in Control, the Administrator shall not change such assumptions

and methodology without prior written consent of a majority of the Participants and Beneficiaries of deceased Participants who would be affected by such change. After the twenty-four (24) month period following a Change in Control, the Administrator shall have the same right to change assumptions and methodology as it did prior to such Change in Control.

ARTICLE 14

Miscellaneous

14.1 Successors of the Company . The rights and obligations of an Applicable Employer under the Plan shall inure to the benefit of, and shall be binding upon, the successors and assigns of such Applicable Employer.

14.2 Employment Not Guaranteed . Nothing contained in the Plan nor any action taken hereunder shall be construed as a contract of employment or as giving any Participant any right to continued employment with any Employer.

14.3 Gender, Singular and Plural . All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

14.4 Captions . The captions of the articles, paragraphs and sections of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

14.5 Validity . In the event any provision of the Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provisions of the Plan.

14.6 Waiver of Breach . The waiver by an Employer of any breach of any provision of the Plan shall not operate or be construed as a waiver of any subsequent breach by that Participant or any other Participant.

14.7 Notice . Any notice required or permitted to be given under the Plan to an Employer, the Administrator or a Participant or Beneficiary shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, (i) in the case of an Employer, to the principal office of such Employer, (ii) in the case of the Administrator, to the principal office of the Company, directed to the attention of the Administrator, and (iii) in the case of a Participant or Beneficiary, to the last known address of the Participant or Beneficiary as indicated on the records of the Administrator. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Notices may also be given by electronic means in accordance with procedures established by the Administrator.

14.8 Errors in Benefit Statement or Distributions . In the event an error is made in a benefit statement, such error shall be corrected on the next benefit statement following the date such error is discovered. In the event of an error in a distribution, upon the discovery of such error, the Participant’s Account shall immediately be adjusted to reflect such underpayment or overpayment and, if possible, the next distribution shall be adjusted upward or downward to correct such prior error. If the remaining balance of a Participant’s Account is insufficient to cover an erroneous overpayment, the Affiliated Employer may, at its discretion, offset other amounts payable to the

Participant (including but not limited to salary, bonuses, expense reimbursements, severance benefits or other employee compensation benefit arrangements, as allowed by law) to recoup the amount of such overpayment.

14.9 Special Accelerated Distributions . If the Internal Revenue Service assesses an income tax deficiency against a Participant on the grounds that an amount credited to his or her Account (the “Taxable Amount”) is subject to federal income tax prior to the time the payment of such amount otherwise would be made to such Participant pursuant to this Plan, the Applicable Employer shall pay the Taxable Amount to such Participant and deduct such amount from such Account.

14.10 Applicable Law . The Plan shall be governed and construed in accordance with the internal laws (and not the principles relating to conflicts of laws) of the State of Texas, except where superseded by ERISA or other applicable federal law.

14.11 Arbitration . Any claim, dispute or other matter in question of any kind relating to this Plan which is not resolved by the claims procedures under Article 12 shall be settled by arbitration in accordance with the applicable Employment Dispute Resolution Rules of the American Arbitration Association. Notice of demand for arbitration shall be made in writing to the opposing party and to the American Arbitration Association within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall a demand for arbitration be made after the date when the applicable statute of limitations would bar the institution of a legal or equitable proceeding based on such claim, dispute or other matter in question. The decision of the arbitrators shall be final and may be enforced in any court of competent jurisdiction. The arbitrators may award reasonable fees and expenses to the prevailing party in any dispute hereunder and shall award reasonable fees and expenses in the event that the arbitrators find that the losing party acted in bad faith or with intent to harass, hinder or delay the prevailing party in the exercise of its rights in connection with the matter under dispute.

14.12 Administrator Release and Indemnity . The Employers (i) hereby release each person or member of a committee acting as the Administrator from any claim, cost, expense (including reasonable attorneys’ fees and other expenses of defense), judgment, loss or liability (including any amount paid in settlement of a claim with the approval of the Company) incurred by an Employer, and (ii) shall joint and severally indemnify and hold each person or member of a committee acting as the Administrator harmless from and against any claim, cost, expense (including reasonable attorneys’ fees and other expenses of defense), judgment, loss or liability (including any amount paid in settlement of a claim with the approval of the Company) incurred by such person or committee member, that arises out of or results from any act or omission to act (including a negligent act or omission to act) by such person or committee member relating to the performance of his or her duties under the Plan, excluding, however, any such claim, cost, expense, judgment, loss or liability that arises out of or results from his or her willful misconduct or failure to act in good faith.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed to be effective as of August 1, 2001.

	NOBLE AFFILIATES, INC.

	By	/s/ Charles D. Davidson
	Its	President and CEO

Exhibit 10.5

NOBLE ENERGY, INC.

1992 STOCK OPTION AND RESTRICTED STOCK PLAN

(As Amended Through January 27, 2003)

Section 1. Purpose

The purpose of this Plan is to assist Noble Energy, Inc., a Delaware corporation formerly known as Noble Affiliates, Inc., in attracting and retaining, as officers and key employees of the Company and its Affiliates, persons of training, experience and ability and to furnish additional incentive to such persons by encouraging them to become owners of Shares of the Company’s capital stock, by granting to such persons Incentive Options, Nonqualified Options, Restricted Stock, or any combination of the foregoing.

Section 2. Definitions

Unless the context otherwise requires, the following words as used herein shall have the following meanings:

(a) “Affiliate” means any corporation (other than the Company) in any unbroken chain of corporations (i) beginning with the Company if, at the time of the granting of the Option or award of Restricted Stock, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, or (ii) ending with the Company if, at the time of the granting of the Option or award of Restricted Stock, each of the corporations, other than the Company, owns stock possessing 50 percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(b) “Agreement” means the written agreement (i) between the Company and the Optionee evidencing the Option and any SARs that relate to such Option granted by the Company and the understanding of the parties with respect thereto or (ii) between the Company and a recipient of Restricted Stock evidencing the restrictions, terms and conditions applicable to such award of Restricted Stock and the understanding of the parties with respect thereto.

(d) “Code” means the Internal Revenue Code of 1986, as amended.

(e) “Committee” means the Committee provided for in Section 3 of the Plan as the same may be constituted from time to time.

(f) “Company” means Noble Energy, Inc., a Delaware corporation.

(g) “Corporate Transaction” shall have the meaning as defined in Section 8 of the Plan.

(h) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(i) “Fair Market Value” means the fair market value per Share as determined by the Committee in good faith; provided, however, that if a Share is listed or admitted to trading on a securities exchange registered under the Exchange Act, the Fair Market Value per Share shall be the average of the reported high and low sales price on the date in question (or if there was no reported sale on such date, on

the last preceding date on which any reported sale occurred) on the principal securities exchange on which such Share is listed or admitted to trading, or if a Share is not listed or admitted to trading on any such exchange but is listed as a national market security on the National Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”) or any similar system then in use, the Fair Market Value per Share shall be the average of the reported high and low sales price on the date in question (or if there was no reported sale on such date, on the last preceding date on which any reported sale occurred) on such system, or if a Share is not listed or admitted to trading on any such exchange and is not listed as a national market security on NASDAQ but is quoted on NASDAQ or any similar system then in use, the Fair Market Value per Share shall be the average of the closing high bid and low asked quotations on such system for such Share on the date in question. For purposes of valuing Shares to be made subject to Incentive Options, the Fair Market Value per Share shall be determined without regard to any restriction other than one which, by its terms, will never lapse.

(j) “Incentive Option” means an Option that is intended to satisfy the requirements of Section 422(b) of the Code and Section 17 of the Plan.

(k) “Nonqualified Option” means an Option that does not qualify as a statutory stock option under Section 422 or 423 of the Code.

(l) “Non-Employee Director” means a director of the Company who satisfies the definition thereof under Rule 16b-3 promulgated under the Exchange Act.

(m) “Option” means an option to purchase one or more Shares granted under and pursuant to the Plan. Such Option may be either an Incentive Option or a Nonqualified Option.

(n) “Optionee” means a person who has been granted an Option and who has executed an Agreement with the Company.

(o) “Outside Director” means a director of the Company who is an outside director within the meaning of Section 162(m) of the Code and the regulations promulgated thereunder.

(p) “Plan” means this Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan, as amended from time to time.

(q) “Restricted Stock” means Shares issued or transferred pursuant to Section 20 of the Plan.

(r) “Retirement” means a termination of employment with the Company or an Affiliate either (i) on a voluntary basis by a person who (A) is at least 55 years of age with five years of credited service with the Company or one or more Affiliates or (B) has at least 20 years of credited service with the Company or one or more Affiliates, immediately prior to such termination of employment or (ii) otherwise with the written consent of the Committee in its sole discretion.

(s) “SARs” means stock appreciation rights granted pursuant to Section 7 of the Plan.

(t) “Securities Act” means the Securities Act of 1933, as amended.

(u) “Share” means a share of the Company’s present common stock, par value $3.33-1/3 per share, and any share or shares of capital stock or other securities of the Company hereafter issued or issuable in respect of or in substitution or exchange for each such present share. Such Shares may be unissued or reacquired Shares, as the Board, in its sole and absolute discretion, shall from time to time determine.

Section 3. Administration

The Plan shall be administered by, and the decisions concerning the Plan shall be made solely by, a Committee of two or more directors of the Company, all of whom are (a) Non-Employee Directors, and (b) not later than immediately after the first meeting of stockholders of the Company at which its directors are elected that occurs after December 31, 1996, Outside Directors. Each member of the Committee shall be appointed by and shall serve at the pleasure of the Board. The Board shall have the sole continuing authority to appoint members of the Committee. In making grants or awards, the Committee shall take into consideration the contribution the person has made or may make to the success of the Company or its Affiliates and such other considerations as the Board may from time to time specify.

The Committee shall elect one of its members as its chairman and shall hold its meetings at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum. All decisions and determinations of the Committee shall be made by the majority vote or decision of the members present at any meeting at which a quorum is present; provided, however, that any decision or determination reduced to writing and signed by all members of the Committee shall be as fully effective as if it had been made by a majority vote or decision at a meeting duly called and held. The Committee may appoint a secretary (who need not be a member of the Committee) who shall keep minutes of its meetings. The Committee may make any rules and regulations for the conduct of its business that are not inconsistent with the express provisions of the Plan, the bylaws or certificate of incorporation of the Company or any resolutions of the Board.

All questions of interpretation or application of the Plan, or of a grant of an Option and any SARs that relate to such Option or an award of Restricted Stock, including questions of interpretation or application of an Agreement, shall be subject to the determination of the Committee, which determination shall be final and binding upon all parties.

Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole and absolute discretion, (a) to adopt, amend or rescind administrative and interpretive rules and regulations relating to the Plan; (b) to construe the Plan; (c) to make all other determinations necessary or advisable for administering the Plan; (d) to determine the terms and provisions of the respective Agreements (which need not be identical), including provisions defining or otherwise relating to (i) the term and the period or periods and extent of exercisability of the Options, (ii) the extent to which the transferability of Shares issued upon exercise of Options or any SARs that relate to such Options is restricted, (iii) the effect of termination of employment upon the exercisability of the Options, and (iv) the effect of approved leaves of absence (consistent with any applicable regulations of the Internal Revenue Service) upon the exercisability of such Options; (e) subject to Sections 9 and 11 of the Plan, to accelerate, for any reason, regardless of whether the Agreement so provides, the time of exercisability of any Option and any SARs that relate to such Option that have been granted or the time of the lapsing of restrictions on Restricted Stock; (f) to construe the respective Agreements; and (g) to exercise the powers conferred on the Committee under the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent it shall deem expedient to carry it into effect, and it shall be the sole and final judge of such expediency. The determinations of the Committee or Board, as the case may be, on the matters referred to in this Section 3 shall be final and conclusive.

Section 4. Shares Subject to the Plan

(a) The total number of Shares that may be purchased pursuant to Options, issued or transferred pursuant to the exercise of SARs or awarded as Restricted Stock shall not exceed a maximum of 6,500,000 in the aggregate, and the total number of shares for which Options and SARs may be granted, and which may be awarded as Restricted Stock, to any one person during a calendar year is 80,000 in the aggregate; provided that each such maximum number of Shares shall be increased or decreased as provided in Section 13 of the Plan.

(b) At any time and from time to time after the Plan takes effect, the Committee, pursuant to the provisions herein set forth, may grant Options and any SARs that relate to such Options and award Restricted Stock until the maximum number of Shares shall be exhausted or the Plan shall be sooner terminated; provided, however, that no Incentive Option and any SARs that relate to such Option shall be granted after December 9, 2006.

(c) Shares subject to an Option that expires or terminates prior to exercise and Shares that had been previously awarded as Restricted Stock that have since been forfeited shall be available for further grant of Options or award as Restricted Stock. No Option shall be granted and no Restricted Stock shall be awarded if the number of Shares for which Options have been granted and which pursuant to this Section are not again available for Option grant, plus the number of Shares that have been awarded as Restricted Stock, would, if such Option were granted or such Restricted Stock were awarded, exceed 6,500,000.

(d) Any Shares withheld pursuant to Section 19(c) of the Plan shall not be available after such withholding for being optioned or awarded pursuant to the provisions hereof.

(e) Unless the Shares awarded as Restricted Stock are Shares that have been reacquired by the Company as treasury shares, Restricted Stock shall be awarded only for services actually rendered, as determined by the Committee.

Section 5. Eligibility

The persons who shall be eligible to receive grants of Options and any SARs that relate to such Options, and to receive awards of Restricted Stock, shall be regular salaried officers or other employees of the Company or one or more of its Affiliates.

Section 6. Grant of Options

(a) From time to time while the Plan is in effect, the Committee may, in its sole and absolute discretion, select from among the persons eligible to receive a grant of Options under the Plan (including persons who have already received such grants of Options) such one or more of them as in the opinion of the Committee should be granted Options. The Committee shall thereupon, likewise in its sole and absolute discretion, determine the number of Shares to be allotted for option to each person so selected.

(b) Each person so selected shall be offered an Option to purchase the number of Shares so allotted to him, upon such terms and conditions, consistent with the provisions of the Plan, as the Committee may specify. Each such person shall have a reasonable period of time, to be fixed by the Committee, within which to accept or reject the proffered Option. Failure to accept within the period so fixed may be treated as a rejection.

(c) Each person who accepts an Option offered to him shall enter into an Agreement with the Company, in such form as the Committee may prescribe, setting forth the terms and conditions of the Option, whereupon such person shall become a participant in the Plan. In the event a person is granted both one or more Incentive Options and one or more Nonqualified Options, such grants shall be evidenced by separate Agreements, one for each Incentive Option grant and one for each Nonqualified Option grant. The date on which the Committee completes all action constituting an offer of an Option to a person, including the specification of the number of Shares to be subject to the Option, shall constitute the date on which the Option covered by such Agreement is granted. In no event, however, shall an Optionee gain any rights in addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the Option and the actual signing of the Agreement by the Company and the Optionee.

(d) Each Agreement that includes SARs in addition to an Option shall comply with the provisions of Section 7 of the Plan.

Section 7. Grant of SARs

The Committee may from time to time grant SARs in conjunction with all or any portion of any Option either (i) at the time of the initial Option grant (not including any subsequent modification that may be treated as a new grant of an Incentive Option for purposes of Section 424(h) of the Code) or (ii) with respect to Nonqualified Options, at any time after the initial Option grant while the Nonqualified Option is still outstanding. SARs shall not be granted other than in conjunction with an Option granted hereunder.

SARs granted hereunder shall comply with the following conditions and also with the terms of the Agreement governing the Option in conjunction with which they are granted:

(a) The SAR shall expire no later than the expiration of the underlying Option.

(b) Upon the exercise of an SAR, the Optionee shall be entitled to receive payment equal to the excess of the aggregate Fair Market Value of the Shares with respect to which the SAR is then being exercised (determined as of the date of such exercise) over the aggregate purchase price of such Shares as provided in the related Option. Payment may be made in Shares, valued at their Fair Market Value on the date of exercise, or in cash, or partly in Shares and partly in cash, as determined by the Committee in its sole and absolute discretion.

(c) SARs shall be exercisable (i) only at such time or times and only to the extent that the Option to which they relate shall be exercisable, (ii) only when the Fair Market Value of the Shares subject to the related Option exceeds the purchase price of the Shares as provided in the related Option, and (iii) only upon surrender of the related Option or any portion thereof with respect to the Shares for which the SARs are then being exercised.

(d) Upon exercise of an SAR, a corresponding number of Shares subject to option under the related Option shall be canceled. Such canceled Shares shall be charged against the Shares reserved for the Plan, as provided in Section 4 of the Plan, as if the Option had been exercised to such extent and shall not be available for future Option grants or Restricted Stock awards hereunder.

Section 8. Option Price

The option price for each Share covered by an Incentive Option shall not be less than the greater of (a) the par value of such Share or (b) the Fair Market Value of such Share at the time such Option is granted. The option price for each Share covered by a Nonqualified Option shall not be less than the greater of (a) the par value of such Share or (b) 100 percent of the Fair Market Value of such Share at the time the Option is granted, except that the minimum option price may be equal to or greater than 85 percent of the Fair Market Value of such Share at the time the Option is granted if and to the extent the discount from Fair Market Value is expressly granted in lieu of a reasonable amount of salary or cash bonus. Notwithstanding the two immediately preceding sentences, if the Company or an Affiliate agrees to substitute a new Option under the Plan for an old Option, or to assume an old Option, by reason of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation (any of such events being referred to herein as a “Corporate Transaction”), the option price of the Shares covered by each such new Option or assumed Option may be other than the Fair Market Value of the Shares at the time the Option is granted as determined by reference to a formula, established at the time of the Corporate Transaction, which will give effect to such substitution or assumption; provided, however, in no event shall:

(a) the excess of the aggregate Fair Market Value of the Shares subject to the Option immediately after the substitution or assumption over the aggregate option price of such Shares be more

than the excess of the aggregate Fair Market Value of all Shares subject to the Option immediately prior to the substitution or assumption over the aggregate option price of such Shares;

(b) in the case of an Incentive Option, the new Option or the assumption of the old Option give the Optionee additional benefits that he would not have under the old Option; or

(c) the ratio of the option price to the Fair Market Value of the stock subject to the Option immediately after the substitution or assumption be more favorable to the Optionee than the ratio of the option price to the Fair Market Value of the stock subject to the old Option immediately prior to such substitution or assumption, on a Share by Share basis.

Notwithstanding the above, the provisions of this Section 8 with respect to the option price in the event of a Corporate Transaction shall, in the case of an Incentive Option, be subject to the requirements of Section 424(a) of the Code and the Treasury regulations and revenue rulings promulgated thereunder. In the case of an Incentive Option, in the event of a conflict between the terms of this Section 8 and the above cited statute, regulations and rulings, or in the event of an omission in this Section 8 of a provision required by said laws, the latter shall control in all respects and are hereby incorporated herein by reference as if set out at length.

Section 9. Option Period and Terms of Exercise

(a) Each Option shall be exercisable during such period of time as the Committee may specify, but in no event for longer than 10 years from the date when the Option is granted; provided, however, that

(i) All rights to exercise an Option and any SARs that relate to such Option shall, subject to the provisions of subsection (c) of this Section 9, terminate one year after the date the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, for any reason other than death, becoming disabled (within the meaning of Section 22(e)(3) of the Code) or Retirement, except that, in the event of the termination of employment of the Optionee on account of (a) fraud or intentional misrepresentation, or (b) embezzlement, misappropriation or conversion of assets or opportunities of the Company or its Affiliates, the Option and any SARs that relate to such Option shall thereafter be null and void for all purposes. Employment shall not be deemed to have ceased by reason of the transfer of employment, without interruption of service, between or among the Company and any of its Affiliates.

(ii) If the Optionee ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, by reason of his death, becoming disabled (within the meaning of Section 22(e)(3) of the Code) or Retirement, all rights to exercise such Option and any SARs that relate to such Option shall, subject to the provisions of subsection (c) of this Section 9, terminate five years thereafter.

(b) If an Option is granted with a term shorter than 10 years, the Committee may extend the term of the Option and any SARs that relate to such Option, but for not more than 10 years from the date when the Option was originally granted.

(c) In no event may an Option or any SARs that relate to such Option be exercised after the expiration of the term thereof.

Section 10. Transferability of Options and SARs

Except as provided in this Section 10, no Option or any SARs that relate to an Option shall be (i) transferable otherwise than by will or the laws of descent and distribution, or (ii) exercisable during the lifetime of the Optionee by anyone other than the Optionee. A Nonqualified Option granted to an Optionee, and any SARs that relate to such Nonqualified Option, may be transferred by such Optionee to a permitted transferee (as defined below), provided that (i) there is no consideration for such transfer (other than receipt by the Optionee of interests in an entity that is a permitted transferee); (ii) the Optionee (or such Optionee’s estate or representative) shall remain obligated to satisfy all income or other tax withholding obligations associated with the exercise of such Nonqualified Option or SARs; (iii) the Optionee shall notify the Company in writing that such transfer has occurred and disclose to the Company the name and address of the permitted transferee and the relationship of the permitted transferee to the Optionee; and (iv) such transfer shall be effected pursuant to transfer documents in a form approved by the Committee. A permitted transferee may not further assign or transfer any such transferred Nonqualified Option or any SARs that relate to such Nonqualified Option otherwise than by will or the laws of descent and distribution. Following the transfer of an Nonqualified Option and any SARs that relate to such Nonqualified Option to a permitted transferee, such Nonqualified Option and SARs shall continue to be subject to the same terms and conditions that applied to them prior to their transfer by the Optionee, except that they shall be exercisable by the permitted transferee to whom such transfer was made rather than by the transferring Optionee. For the purposes of the Plan, the term “permitted transferee” means, with respect to an Optionee, (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Optionee, including adoptive relationships, (ii) any person sharing the Optionee’s household (other than a tenant or an employee), (iii) a trust in which the persons described in clauses (i) and (ii) above have more than fifty percent of the beneficial interest, (iv) a foundation in which the Optionee and/or persons described in clauses (i) and (ii) above control the management of assets, and (v) any other entity in which the Optionee and/or persons described in clauses (i) and (ii) above own more than fifty percent of the voting interests.

Section 11. Exercise of Options and SARs

(a) In the event of an Optionee’s death, any then exercisable portion of an Option that has been granted to such Optionee, and any SARs that relate to such Option, may be exercised, within the period ending with the earlier of the fifth anniversary of the date of the Optionee’s death or the date of the termination of such Option, by the duly authorized representative of the deceased Optionee’s estate or the permitted transferee to whom such Option and SARs have been transferred.

(b) At any time, and from time to time, during the period when any Option and any SARs that relate to such Option, or a portion thereof, are exercisable, such Option or SARs, or portion thereof, may be exercised in whole or in part; provided, however, that the Committee may require any Option or SAR that is partially exercised to be so exercised with respect to at least a stated minimum number of Shares.

(c) Each exercise of an Option, or a portion thereof, shall be evidenced by a notice in writing to the Company accompanied by payment in full of the option price of the Shares then being purchased. Payment in full shall mean payment of the full amount due: (i) in cash, (ii) by certified check or cashier’s check, (iii) with Shares owned by the exercising Optionee or permitted transferee (including Shares received upon exercise of the Option) having a Fair Market Value at least equal to the aggregate option price payable in connection with such exercise, or (iv) by any combination of clauses (i) through (iii). If the exercising Optionee or permitted transferee chooses to remit Shares in payment of all or any portion of the option price, then (for purposes of payment of the option price) those Shares shall be deemed to have a cash value equal to their aggregate Fair Market Value determined as of the date the exercising Optionee or permitted transferee exercises such Option.

Notwithstanding anything contained herein to the contrary, at the request of an exercising Optionee or permitted transferee and to the extent permitted by applicable law, the Committee shall approve arrangements with a brokerage firm or firms under which any such brokerage firm shall, on behalf of the exercising Optionee or permitted transferee, make payment in full to the Company of the option price of the Shares then being purchased, and the Company, pursuant to an irrevocable notice in writing from the exercising Optionee or permitted transferee, shall make prompt delivery of one or more certificates for the appropriate number of Shares to such brokerage firm. Payment in full for purposes of the immediately preceding sentence shall mean payment of the full amount due, either in cash or by certified check or cashier’s check.

(d) Each exercise of SARs, or a portion thereof, shall be evidenced by a notice in writing to the Company.

(e) No Shares shall be issued upon exercise of an Option until full payment therefor has been made, and an exercising Optionee or permitted transferee shall have none of the rights of a shareholder until Shares are issued to him.

(f) Nothing herein or in any Agreement shall require the Company to issue any Shares upon exercise of an Option or SAR if such issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, or any other applicable statute or regulation, as then in effect. Upon the exercise of an Option or SAR (as a result of which the exercising Optionee or permitted transferee receives Shares), or portion thereof, the exercising Optionee or permitted transferee shall give to the Company satisfactory evidence that he is acquiring such Shares for the purposes of investment only and not with a view to their distribution; provided, however, if or to the extent that the Shares delivered to the exercising Optionee or permitted transferee shall be included in a registration statement filed by the Company under the Securities Act, such investment representation shall be abrogated.

Section 12. Delivery of Stock Certificates

As promptly as may be practicable after an Option or SAR (as a result of the exercise of which the exercising Optionee or permitted transferee receives Shares), or a portion thereof, has been exercised as hereinabove provided, the Company shall make delivery of one or more certificates for the appropriate number of Shares. In the event that an Optionee exercises both (i) an Incentive Option or SARs that relate to such Option (as a result of which the Optionee receives Shares), or a portion thereof, and (ii) a Nonqualified Option or SARs that relate to such Option (as a result of which the Optionee receives Shares), or a portion thereof, separate stock certificates shall be issued, one for the Shares subject to the Incentive Option and one for the Shares subject to the Nonqualified Option.

Section 13. Changes in Company’s Shares and Certain Corporate Transactions

If at any time while the Plan is in effect there shall be any increase or decrease in the number of issued and outstanding Shares of the Company effected without receipt of consideration therefor by the Company, through the declaration of a stock dividend or through any recapitalization or merger or otherwise in which the Company is the surviving corporation, resulting in a stock split-up, combination or exchange of Shares of the Company, then and in each such event:

(a) An appropriate adjustment shall be made in the maximum number of Shares then subject to being optioned or awarded as Restricted Stock under the Plan, to the end that the same proportion of the Company’s issued and outstanding Shares shall continue to be subject to being so optioned and awarded;

(b) Appropriate adjustment shall be made in the number of Shares and the option price per Share thereof then subject to purchase pursuant to each Option previously granted and then outstanding, to

the end that the same proportion of the Company’s issued and outstanding Shares in each such instance shall remain subject to purchase at the same aggregate option price; and

(c) In the case of Incentive Options, any such adjustments shall in all respects satisfy the requirements of Section 424(a) of the Code and the Treasury regulations and revenue rulings promulgated thereunder.

Except as is otherwise expressly provided herein, the issue by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of or option price of Shares then subject to outstanding Options granted under the Plan. Furthermore, the presence of outstanding Options granted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities or preferred stock that would rank above the Shares subject to outstanding Options granted under the Plan; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise.

Section 14. Effective Date

The Plan was originally adopted by the Board on January 28, 1992, and approved by the stockholders of the Company on April 28, 1992. The Plan was amended and restated on December 10, 1996, and was approved by the stockholders of the Company on April 22, 1997. The Plan was amended and restated on February 1, 2000, and was approved by the stockholders of the Company on April 25, 2000. The Plan as amended and restated through January 29, 2002, was approved and adopted by the Board on January 29, 2002, to be effective as of that date. The Plan was amended by the Board on January 27, 2003, to be effective as of that date.

Section 15. Amendment, Suspension or Termination

The Board may at any time amend, suspend or terminate the Plan; provided, however, that after the shareholders have approved and ratified the Plan in accordance with Section 14 of the Plan, the Board may not, without approval of the shareholders of the Company, amend the Plan so as to (a) increase the maximum number of Shares subject thereto, as specified in Sections 4(a) and 13 of the Plan, (b) reduce the option price for Shares covered by Options granted hereunder below the price specified in Section 8 of the Plan or (c) permit the “repricing” of Options and any SARs that relate to such new Options in contravention of Section 18 of the Plan; and provided further, that the Board may not modify, impair or cancel any outstanding Option or SAR that relates to such Option, or the restrictions, terms or conditions applicable to Shares of Restricted Stock, without the consent of the holder thereof.

Section 16. Requirements of Law

Notwithstanding anything contained herein or in any Agreement to the contrary, the Company shall not be required to sell or issue Shares under any Option or SAR if the issuance thereof would constitute a violation by the Optionee or the Company of any provision of any law or regulation of any governmental authority or any national securities exchange; and as a condition of any sale or issuance of Shares upon exercise of an Option or SAR, the Company may require such agreements or undertakings, if any, as the Company may deem necessary or advisable to assure compliance with any such law or regulation.

Section 17. Incentive Options

The Committee may, in its sole and absolute discretion, designate any Option granted under the Plan as an Incentive Option intended to qualify under Section 422(b) of the Code. Any provision of the Plan to the contrary notwithstanding, (a) no Incentive Option shall be granted to any person who, at the time such Incentive Option is granted, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any Affiliate unless the option price under such Incentive Option is at least 110 percent of the Fair Market Value of the Shares subject to the Incentive Option at the date of its grant and such Incentive Option is not exercisable after the expiration of five years from the date of its grant; and (b) the aggregate Fair Market Value of the Shares subject to an Incentive Option and the aggregate Fair Market Value of the shares of stock of the Company or any Affiliate (or a predecessor corporation of the Company or an Affiliate) subject to any other incentive stock option (within the meaning of Section 422(b) of the Code) of the Company and its Affiliates (or a predecessor corporation of any such corporation), that may become first exercisable in any calendar year, shall not (with respect to any Optionee) exceed $100,000, determined as of the date the Incentive Option is granted.

Section 18. Modification of Options and SARs

Subject to the terms and conditions of and within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options and any SARs that relate to such Options granted under the Plan. The Committee shall not have authority to accept the surrender or cancellation of any Options and any SARs that relate to such Options outstanding hereunder (to the extent not theretofore exercised) and grant new Options and any SARs that relate to such new Options hereunder in substitution therefor (to the extent not theretofore exercised) at an Option Price that is less than the Option Price of the Options surrendered or canceled. Notwithstanding the foregoing provisions of this Section 18, no modification of an outstanding Option and any SARs that relate to such Option granted hereunder shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option and any SARs that relate to such Option theretofore granted hereunder to such Optionee, except as may be necessary, with respect to Incentive Options, to satisfy the requirements of Section 422(b) of the Code.

Section 19. Agreement Provisions

(a) Each Agreement shall contain such provisions (including, without limitation, restrictions or the removal of restrictions upon the exercise of the Option and any SARs that relate to such Option and the transfer of shares thereby acquired) as the Committee shall deem advisable. Each Agreement relating to an Option shall identify the Option evidenced thereby as an Incentive Option or Nonqualified Option, as the case may be. Incentive Options and Nonqualified Options may not both be covered by a single Agreement. Each such Agreement relating to Incentive Options shall contain such limitations and restrictions upon the exercise of the Incentive Option as shall be necessary for the Incentive Option to which such Agreement relates to constitute an incentive stock option, as defined in Section 422(b) of the Code.

(b) Each Agreement shall recite that it is subject to the Plan and that the Plan shall govern where there is any inconsistency between the Plan and the Agreement.

(c) Each Agreement shall contain a covenant by the Optionee, in such form as the Committee may require in its discretion, that he consents to and will take whatever affirmative actions are required, in the opinion of the Committee, to enable the Company or appropriate Affiliate to satisfy its Federal income tax and FICA and any applicable state and local withholding obligations incurred as a result of such Optionee’s (or his permitted transferee’s) exercise of an Option granted to such Optionee or any SARs that relate to such Option. Upon the exercise of an Option or SARs requiring tax withholding, an exercising Optionee or permitted transferee may (i) direct the Company to withhold from the Shares to be issued to the exercising Optionee or permitted transferee the number of Shares (based upon the aggregate Fair Market Value of the Shares at the date of exercise) necessary to satisfy the Company’s

obligation to withhold taxes, (ii) deliver to the Company sufficient Shares (based upon the aggregate Fair Market Value of the Shares at the date of exercise) to satisfy the Company’s tax withholding obligations, (iii) deliver sufficient cash to the Company to satisfy the Company’s tax withholding obligations, or (iv) any combination of clauses (i) through (iii). In the event the Committee subsequently determines that the aggregate Fair Market Value (as determined above) of any Shares withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then the Optonee to whom the Option and SARs in question were granted shall pay (or cause the permitted transferee to whom such Option and SARs were transferred to pay) to the Company, immediately upon the Committee’s request, the amount of that deficiency.

(d) Each Agreement relating to an Incentive Option shall contain a covenant by the Optionee immediately to notify the Company in writing of any disqualifying disposition (within the meaning of Section 421(b) of the Code) of Shares received upon the exercise of an Incentive Option.

Section 20. Restricted Stock

(a) The Committee may from time to time, in its sole and absolute discretion, award Shares of Restricted Stock to such persons as it shall select from among those persons who are eligible under Section 5 of the Plan to receive awards of Restricted Stock. Any award of Restricted Stock shall be made from Shares subject hereto as provided in Section 4 of the Plan.

(b) A Share of Restricted Stock shall be subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the Committee, which may include, without limitation, the rendition of services to the Company or its Affiliates for a specified time or the achievement of specific goals, and to the further restriction that no such Share may be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of until the terms and conditions set by the Committee at the time of the award of the Restricted Stock have been satisfied; provided, however, that the minimum restriction period shall be three years from the date of award (one year in the case of Shares of Restricted Stock awarded with performance-based conditions). Each recipient of an award of Restricted Stock shall enter into an Agreement with the Company, in such form as the Committee shall prescribe, setting forth the restrictions, terms and conditions of such award, whereupon such recipient shall become a participant in the Plan.

If a person is awarded Shares of Restricted Stock, whether or not escrowed as provided below, the person shall be the record owner of such Shares and shall have all the rights of a shareholder with respect to such Shares (unless the escrow agreement, if any, specifically provides otherwise), including the right to vote and the right to receive dividends or other distributions made or paid with respect to such Shares. Any certificate or certificates representing Shares of Restricted Stock shall bear a legend similar to the following:

The shares represented by this certificate have been issued pursuant to the terms of the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan and may not be sold, assigned, transferred, discounted, exchanged, pledged or otherwise encumbered or disposed of in any manner except as set forth in the terms of the agreement embodying the award of such shares dated , .

In order to enforce the restrictions, terms and conditions that may be applicable to a person’s Shares of Restricted Stock, the Committee may require the person, upon the receipt of a certificate or certificates representing such Shares, or at any time thereafter, to deposit such certificate or certificates, together with stock powers and other instruments of transfer, appropriately endorsed in blank, with the Company or an escrow agent designated by the Company under an escrow agreement in such form as by the Committee shall prescribe.

After the satisfaction of the restrictions, terms and conditions set by the Committee at the time of an award of Restricted Stock to a person, a new certificate, without the legend set forth above, for the number of Shares that are no longer subject to such restrictions, terms and conditions shall be delivered to the person.

If a person to whom Restricted Stock has been awarded dies after satisfaction of the restrictions, terms and conditions for the payment of all or a portion of the award but prior to the actual payment of all or such portion thereof, such payment shall be made to the person’s beneficiary or beneficiaries at the time and in the same manner that such payment would have been made to the person.

The Committee shall have the authority (and the Agreement evidencing an award of Restricted Stock may so provide) to cancel all or any portion of any outstanding restrictions prior to the expiration of such restrictions with respect to any or all of the Shares of Restricted Stock awarded to a person hereunder on such terms and conditions as the Committee may deem appropriate.

(c) Without limiting the provisions of the first paragraph of subsection (b) of this Section 20, if a person to whom Restricted Stock has been awarded ceases to be employed by at least one of the employers in the group of employers consisting of the Company and its Affiliates, for any reason, prior to the satisfaction of any terms and conditions of an award, any Restricted Stock remaining subject to restrictions shall thereupon be forfeited by the person and transferred to, and reacquired by, the Company or an Affiliate at no cost to the Company or the Affiliate; provided, however, if the cessation is due to the person’s death, disability or Retirement, the Committee may, in its sole and absolute discretion, deem that the terms and conditions have been met for all or part of such remaining portion. In the event of such forfeiture, the person, or in the event of his death, his personal representative, shall forthwith deliver to the Secretary of the Company the certificates for the Shares of Restricted Stock remaining subject to such restrictions, accompanied by such instruments of transfer, if any, as may reasonably be required by the Secretary of the Company.

(d) In case of any consolidation or merger of another corporation into the Company in which the Company is the surviving corporation and in which there is a reclassification or change (including a change to the right to receive cash or other property) of the Shares (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination, but including any change in such shares into two or more classes or series of shares), the Committee may provide that payment of Restricted Stock shall take the form of the kind and amount of shares of stock and other securities (including those of any new direct or indirect parent of the Company), property, cash or any combination thereof receivable upon such consolidation or merger.

Section 21. General

(a) The proceeds received by the Company from the sale of Shares pursuant to Options shall be used for general corporate purposes.

(b) Nothing contained in the Plan or in any Agreement shall confer upon any Optionee or recipient of Restricted Stock the right to continue in the employ of the Company or any Affiliate, or interfere in any way with the rights of the Company or any Affiliate to terminate his employment at any time, with or without cause.

(c) Neither the members of the Board nor any member of the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to the Plan or any Option and any SARs that relate to such Option granted hereunder or any Restricted Stock awarded hereunder; and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expenses (including counsel fees) arising therefrom to

the full extent permitted by law and under any directors’ and officers’ liability or similar insurance coverage that may be in effect from time to time.

(d) Any payment of cash or any issuance or transfer of Shares to an exercising Optionee or permitted transferee, or to his legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such persons hereunder. The Committee may require an exercising Optionee or permitted transferee, legal representative, heir, legatee or distributee, as a condition precedent to such payment, to execute a release and receipt therefor in such form as it shall determine.

(e) Neither the Committee, the Board nor the Company guarantees the Shares from loss or depreciation.

(f) All expenses incident to the administration, termination or protection of the Plan, including, but not limited to, legal and accounting fees, shall be paid by the Company or its Affiliates.

(g) Records of the Company and its Affiliates regarding a person’s period of employment, termination of employment and the reason therefor, leaves of absence, re-employment and other matters shall be conclusive for all purposes hereunder, unless determined by the Committee to be incorrect.

(h) Any action required of the Company shall be by resolution of its Board or by a person authorized to act by resolution of the Board. Any action required of the Committee shall be by resolution of the Committee or by a person authorized to act by resolution of the Committee.

(i) If any provision of the Plan or any Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of the Plan or such Agreement, as the case may be, but such provision shall be fully severable and the Plan or such Agreement, as the case may be, shall be construed and enforced as if the illegal or invalid provision had never been included herein or therein.

(j) Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company, an Optionee or a recipient of Restricted Stock may change, at any time and from time to time, by written notice to the other, the address that it or he had theretofore specified for receiving notices. Until changed in accordance herewith, the Company and each Optionee and recipient of Restricted Stock shall specify as its and his address for receiving notices the address set forth in the Agreement pertaining to the Shares to which such notice relates.

(k) Any person entitled to notice hereunder may waive such notice.

(l) The Plan shall be binding upon the Optionee or recipient of Restricted Stock, his heirs, legatees, distributees, legal representatives and permitted transferees, upon the Company, its successors and assigns, and upon the Committee, and its successors.

(m) The titles and headings of Sections and paragraphs are included for convenience of reference only and are not to be considered in the construction of the provisions hereof.

(n) All questions arising with respect to the provisions of the Plan shall be determined by application of the laws of the State of Texas except to the extent Texas law is preempted by Federal law.

(o) Words used in the masculine shall apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural.

Section 22. UK Sub-Plan

Any provision of this Plan to the contrary notwithstanding, the Committee may grant to the employees of the Company or one of its Affiliates whose compensation from the Company or such Affiliate is subject to taxation under the laws of the United Kingdom Options which (i) will terminate one year after the Optionee’s death, (ii) cannot be transferred to a permitted transferee pursuant to the provisions of Section 10, (iii) cannot be exercised using a means of payment other than cash or a certified check or cashier’s check, and (iv) will not be adjusted pursuant to Section 13 without the approval of the Board of Inland Revenue of the United Kingdom.

Exhibit 10.19

[EXECUTION COPY]

364-DAY CREDIT AGREEMENT ,

dated as of November 27, 2002

among

NOBLE ENERGY, INC. ,

as the Borrower,

JPMORGAN CHASE BANK ,

as the Administrative Agent for the Lenders,

WACHOVIA BANK, NATIONAL ASSOCIATION,

as the Syndication Agent for the Lenders,

SOCIÉTÉ GÉNÉRALE,

CITIBANK, N.A.

DEUTSCHE BANK AG NEW YORK BRANCH

and

THE ROYAL BANK OF SCOTLAND PLC,

as the Co-Documentation Agents for the Lenders,

and

CERTAIN COMMERCIAL LENDING INSTITUTIONS ,

as the Lenders

J.P. MORGAN SECURITIES INC. ,

as Lead Arranger and Sole Bookrunner

364-DAY CREDIT AGREEMENT

THIS 364-DAY CREDIT AGREEMENT, dated as of November 27, 2002 (as may be amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), is among NOBLE ENERGY, INC., a Delaware corporation (the “ Borrower ”), JPMORGAN CHASE BANK (“ JPMorgan ”), as administrative agent (JPMorgan in such capacity, together with any successor(s) thereto in such capacity, the “ Agent ”), WACHOVIA BANK, NATIONAL ASSOCIATION , as syndication agent (in such capacity, together with any successor(s) thereto in such capacity, the “ Syndication Agent ”), SOCIÉTÉ GÉNÉRALE, CITIBANK, N.A. DEUTSCHE BANK AG NEW YORK BRANCH and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents (in such capacity, together with any successor(s) thereto in such capacity, individually, a “ Co-Documentation Agent ” and, collectively, the “ Co-Documentation Agents ”), and certain commercial lending institutions as are or may become parties hereto (collectively, the “ Lenders ”).

The parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1 Defined Terms . The following terms (whether or not underscored) when used in this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

“ Affiliate ” of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any Plan). A Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power (a) to vote 20% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

“ Agent ” is defined in the preamble and includes each other Person as shall have subsequently been appointed as the successor Agent pursuant to Section 9.4 .

“ Agents ” means the Agent, the Syndication Agent, and the Co-Documentation Agents, together with any successors in any such capacities.

“ Agreement ” means, on any date, this 364-Day Credit Agreement as originally in effect on the Effective Date and as thereafter from time to time amended, supplemented, amended and restated, or otherwise modified and in effect on such date.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Agent.

“ Applicable Facility Fee Rate ” means the number of basis points per annum (based on a year of 360 days) set forth below based on the Applicable Rating Level on such date:

Applicable Rating Level		Applicable Facility Fee Rate
Level I		12.5
Level II		15.0
Level III		17.5
Level IV		20.0
Level V		25.0

In the event that any outstanding Revolving Loans are converted to Term Loans pursuant to Section 2.1.2 , then the Applicable Facility Fee Rate shall be increased by 25.0 basis points. Changes in the Applicable Facility Fee Rate will occur automatically without prior notice. The Agent will give notice promptly to the Borrower and the Lenders of changes in the Applicable Facility Fee Rate.

“ Applicable Margin ” means on any date and with respect to each Eurodollar Loan the number of basis points per annum set forth below based on the Applicable Rating Level on such date:

Applicable Rating Level	Utilization less than or equal to 25%	Utilization greater than 25%
Level I	62.5	87.5
Level II	72.5	97.5
Level III	82.5	107.5
Level IV	105.0	130.0
Level V	125.0	150.0

In the event that any outstanding Revolving Loans are converted to Term Loans pursuant to Section 2.1.2 , then the Applicable Margin as to such Loans shall be increased by 0.25%. Changes in the Applicable Margin will occur automatically without prior notice. The Agent will give notice promptly to the Borrower and the Lenders of changes in the Applicable Margin.

“ Applicable Rating Level ” means (i) at any time that Moody’s and S&P have the equivalent rating or split ratings of not more than one rating differential of the Borrower’s senior unsecured long-term debt, the level set forth in the chart below under the heading “Applicable Rating Level” opposite the rating under the heading “Moody’s” or “S&P” which is the higher of the two if split ratings or opposite the ratings under the headings “Moody’s” and “S&P” if equivalent, and (ii) at any time that Moody’s and S&P have split ratings of more than one rating differential of the Borrower’s senior unsecured long-term debt, the level set forth in the chart

below under the “Applicable Rating Level” opposite the rating under the heading “Moody’s” or “S&P” which is one notch higher than the lower of the two ratings.

Applicable Rating Level	Moody’s	S&P
Level I	> A3	> A-
Level II	Baa1	BBB+
Level III	Baa2	BBB
Level IV	Baa3	BBB-
Level V	< Ba1	< BB+

For example, if the Moody’s rating is Baa1 and the S&P rating is BBB, Level II shall apply.

For purposes of the foregoing, (i) “ > “ means a rating equal to or more favorable than; “ < “ means a rating equal to or less favorable than; “>“ means a rating greater than; “<“ means a rating less than; (ii) if a rating for the Borrower’s senior unsecured long-term debt is not available from one of the Rating Agencies, the Applicable Rating Level will be based on the rating of the other Rating Agency; (iii) if ratings for the Borrower’s senior unsecured long-term debt is available from neither S&P nor Moody’s, Level V shall be deemed applicable; (iv) if determinative ratings shall change (other than as a result of a change in the rating system used by any applicable Rating Agency) such that a change in Applicable Rating Level would result, such change shall effect a change in Applicable Rating Level as of the day on which it is first announced by the applicable Rating Agency, and any change in the Applicable Margin or percentage used in calculating fees due hereunder shall apply commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change; and (v) if the rating system of any of the Rating Agencies shall change prior to the date all obligations hereunder have been paid and the Commitments canceled, the Borrower and the Lenders shall negotiate in good faith to amend the references to specific ratings in this definition to reflect such changed rating system, and pending such amendment, if no Applicable Rating Level is otherwise determinable based upon the foregoing, Level V shall apply.

“ Arranger ” means J.P. Morgan Securities Inc., in its capacity as sole lead arranger.

“ Assignee Lender ” is defined in Section 10.10.1 .

“ Authorized Officer ” means, relative to the Borrower, the President, any Senior Vice President, the Treasurer or the Secretary of the Borrower, or any other officer of the Borrower specified as such to the Agent in writing by any of the aforementioned officers of the Borrower.

“ Base Rate ” means, on any date and with respect to all Base Rate Loans, a fluctuating rate of interest per annum equal to the higher of (a) the rate of interest most recently announced by JPMorgan at its Domestic Office as its base rate for Dollar loans; and (b) the Federal Funds Rate most recently determined by the Agent plus ½%. The Base Rate is not necessarily intended to be the lowest rate of interest determined by JPMorgan in connection with extensions of credit.

Changes in the rate of interest on that portion of any Loans maintained as Base Rate Loans will take effect simultaneously with each change in the Base Rate. The Agent will give notice promptly to the Borrower and the Lenders of changes in the Base Rate.

“ Base Rate Loan ” means a Loan bearing interest at a fluctuating rate determined by reference to the Base Rate.

“ Borrower ” is defined in the preamble , and includes its permitted successors and assigns.

“ Borrowing ” means any extension of credit (as opposed to any continuation or conversion thereof) made by the Lenders by way of Loans.

“ Borrowing Date ” means a date on which a Borrowing is made hereunder.

“ Borrowing Request ” means a loan request and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit 2.5 hereto.

“ Business Day ” means (a) any day which is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or required to be closed in New York, New York or Houston, Texas; and (b) relative to the making, continuing, prepaying or repaying of any Eurodollar Borrowing, any day on which dealings in Dollars are carried on in the London and New York Eurodollar interbank market.

“ Capitalization ” means the sum, at any time outstanding and without duplication, of (i) Debt plus (ii) Stockholders’ Equity.

“ Capitalized Lease Liabilities ” means all monetary obligations of the Borrower or any of its Subsidiaries under any leasing or similar arrangement which, in accordance with GAAP, would be classified as capitalized leases, and, for purposes of this Agreement and each other Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

“ Change in Control ” means (a) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 30% or more of the outstanding shares of voting stock of the Borrower; or (b) the failure of the Borrower to own, free and clear of all Liens or encumbrances (other than non-consensual Liens or encumbrances which are not material or which are fully discharged or with respect to obligations which are fully bonded, in either case within thirty (30) days after the imposition of such Lien or encumbrance) at least 100% of the outstanding shares of voting stock of SOC on a fully diluted basis.

“ Code ” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.

“ Co-Documentation Agent ” and “ Co-Documentation Agents ” are defined in the preamble.

“ Commitment ” means, as to any Lender, the obligation, if any, of such Lender to make Loans pursuant to Section 2.1.1 or Section 2.1.2 of this Agreement in an aggregate principal amount at any one time outstanding up to but not exceeding the amount, if any, set forth opposite such Lender’s name on Schedule II , as the same may be reduced or adjusted from time to time in accordance with this Agreement, including Sections 2.3 .

“ Commitment Amount ” means, on any date, $200,000,000, as such amount may be reduced, increased or adjusted from time to time in accordance with this Agreement, including Section 2.3 and Section 2.9 .

“ Commitment Termination Event ” means (a) the occurrence of any Event of Default described in clauses (a) through (e) of Section 8.1.9 ; or (b) the occurrence and continuance of any other Event of Default and either (i) the declaration of the Loans to be due and payable pursuant to Section 8.3 , or (ii) in the absence of such declaration, the giving of notice by the Agent, acting at the direction of the Required Lenders, to the Borrower that the Commitments have been terminated.

“ Continuation/Conversion Notice ” means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit 2.6 hereto.

“ Controlled Group ” means all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

“ Debt ” means the consolidated Indebtedness of the Borrower and its Subsidiaries.

“ Default ” means any condition, occurrence or event which, after notice or lapse of time or both, would constitute an Event of Default.

“ Default Margin ” means two percent (2%).

“ Disclosure Schedule ” means the Disclosure Schedule attached hereto as Schedule I , as it may be amended, supplemented or otherwise modified from time to time by the Borrower with the written consent of the Agent and the Required Lenders.

“ Dollar ” and the sign “ $ ” mean lawful money of the United States.

“ Domestic Office ” means, relative to any Lender, the office of such Lender designated as such in its Administrative Questionnaire or designated in the Lender Assignment Agreement or such other office of a Lender (or any successor or assign of such Lender) within the United

States as may be designated from time to time by notice from such Lender, as the case may be, to each other Person party hereto.

“ EBITDAX ” means, for any period, the sum of (i) the consolidated net income of the Borrower and its Subsidiaries for such period before non-cash non-recurring items, gains or losses on dispositions of assets and the cumulative effect of changes in accounting principles plus (ii) to the extent included in the determination of such income, the consolidated charges for such period for interest, depreciation, depletion, amortization and exploration expenses plus (or, if there is a benefit from income taxes, minus ) (iii) to the extent included in the determination of such income, the amount of the provision for or benefit from income taxes.

“ EDC ” means Energy Development Corporation, a New Jersey corporation, and its permitted successors and assigns.

“ Effective Date ” means the date on which the conditions specified in Article V are satisfied (or waived in accordance with Section 10.1 ).

“ Environmental Law ” means any federal, state, or local statute, or rule or regulation promulgated thereunder, any judicial or administrative order or judgment to which the Borrower or any Subsidiary is party or which are applicable to the Borrower or any Subsidiary (whether or not by consent), and any provision or condition of any governmental permit, license or other operating authorization, relating to protection of the environment, persons or the public welfare from actual or potential exposure for the effects of exposure to any actual or potential release, discharge, spill or emission (whether past or present) of, or regarding the manufacture, processing, production, gathering, transportation, importation, use, treatment, storage or disposal of, any chemical, raw material, pollutant, contaminant or toxic, corrosive, hazardous, or non-hazardous substance or waste, including petroleum.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“ Eurodollar Borrowing ” means a borrowing hereunder consisting of the aggregate amount of the several Eurodollar Loans made by all or some of the Lenders to the Borrower, at the same time, at the same interest rate and for the same Interest Period.

“ Eurodollar Loan ” means a Loan bearing interest, at all times during an Interest Period applicable to such Loan, at a fixed rate of interest determined by reference to the Eurodollar Rate.

“ Eurodollar Office ” means, relative to any Lender, the office of such Lender designated as such in its Administrative Questionnaire or designated in the Lender Assignment Agreement or such other office of a Lender as designated from time to time by notice from such Lender to the Borrower and the Agent, whether or not outside the United States, which shall be making or maintaining Eurodollar Loans of such Lender hereunder.

“ Eurodollar Rate ” means, relative to any Interest Period for Eurodollar Loans, the rate appearing on Page 3750 of the Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “Eurodollar Rate” with respect to such Eurodollar Loan for such Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period

“ Event of Default ” is defined in Section 8.1 .

“ Existing Credit Facility ” means that certain 364-Day Credit Agreement, dated as of November 30, 2001, among the Borrower (formerly known as Noble Affiliates, Inc.), JP Morgan Chase Bank, as administrative agent, and the lenders and the agents party thereto, and the other agreements or instruments executed and delivered in connection with, or as security for the payment or performance of the obligations thereunder, as such agreements may have been amended, supplemented or restated from time to time.

“ Facility ” is defined in Section 2.1 .

“ Federal Funds Rate ” means, for any day, the average rate quoted to the Agent at approximately 11:00 a.m. (Central time) on such day (or, if such day is not a Business Day, on the next preceding Business Day) for overnight Federal Funds transactions arranged by New York Federal Funds brokers selected by the Agent.

“ Fee Letter ” is defined in Section 3.3.2 .

“ Fiscal Quarter ” means any quarter of a Fiscal Year.

“ Fiscal Year ” means any period of twelve consecutive calendar months ending on December 31.

“ Five Year Credit Agreement ” means that certain Credit Agreement, dated as of November 30, 2001, among the Borrower, JPMorgan Chase Bank, as administrative agent, and the lenders and the agents party thereto, as such agreement may be amended, supplemented or restated from time to time.

“ F.R.S. Board ” means the Board of Governors of the Federal Reserve System or any successor thereto.

“ GAAP ” is defined in Section 1.4 .

“ Guaranteed Liability ” means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s Guaranteed Liability shall be the lesser of (i) the limitation on such Person’s liability , if any, set forth in such agreement, undertaking or arrangement or (ii) the outstanding principal amount of the Indebtedness guaranteed thereby. Guaranteed Liabilities shall exclude any act or agreement in connection with any financing of a project owned by any Person that either (A) guarantees performance of the acquisition, improvement, installation, design, engineering, construction, development, completion, maintenance or operation of, or otherwise affects any such act in respect of, all or a portion of the project that is financed, except during any period, and then only to the extent, that such act or agreement is a guarantee of payment of such financing or (B) the obligation to pay or perform under which is contingent upon the occurrence of an event or condition which has not occurred, other than notice, the passage of time or such financing or any part thereof becoming due; provided , however , to the extent that any partial payment is required to be made under any such act or agreement providing for a contingent payment obligation as described in clause (B) above, “Guaranteed Liability” shall be deemed to include an amount equal to four (4) times such amount required to be paid during the Fiscal Quarter most recently ended, up to the full amount of the Guaranteed Liability as specified in the immediately preceding sentence.

“ Hazardous Material ” means: (i) any “hazardous substance”, as defined by CERCLA; (ii) any “hazardous waste”, as defined by the Resource Conservation and Recovery Act, as amended; (iii) any petroleum, crude oil or any fraction thereof; (iv) any hazardous, dangerous or toxic chemical, material, waste or substance within the meaning of any Environmental Law; (v) any radioactive material, including any naturally occurring radioactive material, and any source, special or by-product material as defined in 42 U.S.C. § 2011 et. seq., and any amendments or reauthorizations thereof; (vi) asbestos-containing materials in any form or condition; or (vii) polychlorinated biphenyls in any form or condition.

“ Hedging Obligations ” means, with respect to any Person, all liabilities of such Person under derivative contracts, including interest rate or commodity swap agreements, interest rate or commodity cap agreements and interest rate or commodity collar agreements, and all similar agreements or arrangements.

“ Herein ”, “ hereof ”, “ hereto ”, “ hereunder ” and similar terms contained in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular Section, paragraph or provision of this Agreement or such other Loan Document.

“ Impermissible Qualification ” means, relative to the opinion or certification of any independent public accountant as to any financial statement of the Borrower, any qualification or exception to such opinion or certification (a) which is of a “going concern” or similar nature; (b) which relates to the limited scope of examination of matters relevant to such financial statement; or (c) which relates to the treatment or classification of any item in such financial

statement and which, as a condition to its removal, would require an adjustment to such item the effect of which would be to cause the Borrower to be in default of any of its obligations under Section 7.2.4 .

“ Including ” means including without limiting the generality of any description preceding such term.

“ Indebtedness ” of any Person means, without duplication: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (b) all obligations relative to banker’s acceptances issued for the account of such Person; (c) all obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as Capitalized Lease Liabilities; (d) all obligations of such Person to pay the deferred purchase price of property or services (except accounts payable arising in the ordinary course of business), (e) Indebtedness of another Person of the type described in clauses (a) , (b) , (c) or (d) above secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse (such Indebtedness being the lesser of (i) the value of such property on the books of such Person or (ii) the outstanding principal amount of such Indebtedness); and (f) all Guaranteed Liabilities of such Person in respect of any of the foregoing. For all purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer except to the extent that such Indebtedness by its terms is expressly non-recourse to such general partner or joint venturer.

“ Indemnified Liabilities ” is defined in Section 10.4 .

“ Indemnified Parties ” is defined in Section 10.4 .

“ Information ” is defined in Section 10.12 .

“ Interest Period ” means, with respect to Eurodollar Borrowings, the period beginning on (and including) the date on which such Eurodollar Borrowing is made or continued as, or converted into, a Eurodollar Borrowing pursuant to Section 2.5 or 2.6 and shall end on (but exclude) the day which numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day of such month), as the Borrower may select in its relevant notice pursuant to Section 2.5 , provided , however , that (a) the Borrower shall not be permitted to select Interest Periods to be in effect at any one time which have expiration dates occurring on more than five different dates; (b) Interest Periods commencing on the same date for Loans comprising part of the same Borrowing shall be of the same duration; (c) if such Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless, if such Interest Period applies to Eurodollar Loans, such next following Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day); and (d) no Interest Period may end later than the Maturity Date.

“ JPMorgan ” is defined in the preamble , and includes its successors and assigns.

“ Law ” means any law (including, without limitation, any zoning law or ordinance or any Environmental Law), statute, rule, regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit, license, authorization, direction, requirement or decision of and agreement with or by any government or governmental department, commission, board, court, authority, agency, official or officer, domestic or foreign.

“ Lender Affiliate ” means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“ Lender Assignment Agreement ” means a Lender Assignment Agreement substantially in the form of Exhibit 10.10 hereto.

“ Lender Certificate ” is defined in Section 2.9.

“ Lenders ” means the financial institutions listed on the signature pages hereto and their respective successors and assigns in accordance with Section 10.10 (including any commercial lending institution becoming a party hereto pursuant to a Lender Assignment Agreement) or otherwise by operation of law.

“ Lien ” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge against or interest in property to secure payment of a debt or the performance of an obligation.

“ Loan ” shall mean the Revolving Loans and the Term Loans.

“ Loan Advances ” means the Loans of the same Type and, in the case of Eurodollar Loans, having the same Interest Period made by all Lenders on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.1 .

“ Loan Documents ” means this Agreement, each Borrowing Request, each Borrowing Notice, the Fee Letter, any note, together in each case with all exhibits, schedules and attachments thereto, and all other agreements and instruments from time to time executed and delivered by the Borrower or any of its Subsidiaries pursuant to or in connection with any of the foregoing.

“ Margin Stock ” means “margin stock” within the meaning of Regulation U.

“ Material Adverse Effect ” means a material adverse effect on (i) the business, property, financial condition or results of operations of the Borrower and its consolidated Subsidiaries

(taken as a whole) or (ii) the ability of the Borrower to perform its payment obligations under any of the Loan Documents.

“ Maturity Date ” shall mean the earlier of:

(a) the date occurring 364 days after the Term Commitment Termination Date; and

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally-recognized rating agency.

“ Obligations ” means all obligations (monetary or otherwise) of the Borrower arising under or in connection with this Agreement and each other Loan Document.

“ Organic Document ” means, relative to the Borrower, its certificate of incorporation, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock.

“ Participant ” is defined in Section 10.10 .

“ Payment Date ” is defined in Section 3.2.3 .

“ Payment Office ” means the principal office of the Administrative Agent, presently located at JPMorgan Chase Bank, Agency Services, One Chase Manhattan Plaza, 8th Floor, New York, NY 10081, Attention: Muniram Appanna.

“ PBGC ” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

“ Pension Plan ” means a “pension plan”, as such term is defined in section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in section 4001(a)(3) of ERISA), and to which the Borrower or any corporation, trade or business that is, along with the Borrower, a member of a Controlled Group, may have liability, including any liability by reason of having been a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

“ Percentage ” means, relative to any Lender, the percentage set forth in Schedule II attached hereto or set forth in the most recent Lender Assignment Agreement executed by such Lender, as such percentage may be adjusted from time to time pursuant to Lender Assignment Agreements executed by such Lender and its Assignee Lenders and delivered pursuant to Section 10.10 and as such percentage may be adjusted from time to time pursuant to Section 2.9.

“ Person ” means any natural person, corporation, partnership, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

“ Plan ” means any Pension Plan or Welfare Plan.

“ Quarterly Payment Date ” means the last day of each March, June, September, and December or, if any such day is not a Business Day, the next succeeding Business Day.

“ Rating Agency ” means either of S&P or Moody’s.

“ Regulation U ” means any of Regulations T, U or X of the Board of Governors of the Federal Reserve System of the United States of America (the “ Board ”) from time to time in effect and shall include any successor or other regulations or official interpretations of the Board or any successor Person relating to the extension of credit for the purpose of purchasing or carrying Margin Stock and which is applicable to member banks of the Federal Reserve System or any successor Person.

“ Release ” means a “release”, as such term is defined in CERCLA.

“ Required Lenders ” means Lenders in the aggregate holding greater than 50% of the aggregate unpaid principal amount of the outstanding Borrowings and if no Borrowings are outstanding, Lenders having greater than 50% of the then Total Commitment.

“ Resource Conservation and Recovery Act ” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 690, et seq ., as in effect from time to time.

“ Restricted Subsidiary ” means any Subsidiary that is not an Unrestricted Subsidiary.

“ Revolving Commitment ” shall mean, as to any Lender, the obligation, if any, of such Lender to make Loans pursuant to Sections 2.1.1 of this Agreement in an aggregate principal amount at any one time outstanding up to but not exceeding the amount, if any, set forth opposite such Lender’s name on Schedule III , as the same may be reduced, increased or adjusted from time to time in accordance with this Agreement, including Sections 2.3 .

“ Revolving Commitment Termination Date ” shall mean the earliest of:

(a) November 26, 2003;

(b) the date on which the Commitment Amount is terminated in full or reduced to zero pursuant to the terms of Section 2.3 ; and

(c) the date on which the Revolving Commitments are terminated in full and reduced to zero pursuant to the terms of Article VIII .

“ Revolving Loans ” shall mean the loans provided for in Section 2.1.1 hereof.

“ S&P ” means Standard & Poor’s Ratings Group and any successor thereto that is a nationally-recognized rating agency.

“ SOC ” means Samedan Oil Corporation, a Delaware corporation, and its permitted successors and assigns.

“ Solvent ” means, with respect to any Person at any time, a condition under which: a) the fair saleable value of such Person’s assets is, on the date of determination, greater than the total amount of such Person’s liabilities (including contingent and unliquidated liabilities) at such time; b) such Person is able to pay all of its liabilities as such liabilities mature; and c) such Person does not have unreasonably small capital with which to conduct its business. For purposes of this definition (i) the amount of a Person’s contingent or unliquidated liabilities at any time shall be that amount which, in light of all the facts and circumstances then existing, represents the amount which can reasonably be expected to become an actual or matured liability; (ii) the “fair saleable value” of an asset shall be the amount which may be realized within a reasonable time either through collection or sale of such asset at its regular market value; and (iii) the “regular market value” of an asset shall be the amount which a capable and diligent business person could obtain for such asset from an interested buyer who is willing to purchase such asset under ordinary selling conditions.

“ Stockholders’ Equity ” means, as of the time of any determination thereof is to be made, shareholders’ equity of the Borrower and its consolidated Subsidiaries determined in accordance with GAAP plus the absolute cumulative amount by which such stockholders’ equity shall have been reduced by reason of non-cash write downs of oil and gas assets from time to time after the Effective Date.

“ Subsidiary ” means any subsidiary of the Borrower.

“ subsidiary ” means, with respect to any Person, (a) any corporation, limited liability company or other business entity of which more than 50% of the outstanding equity interests having ordinary voting power to elect a majority of the board of directors (or persons performing similar functions) of such corporation, limited liability company or other business entity (irrespective of whether at the time equity interests of any other class or classes of such corporation, limited liability company or other business entity shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person and (b) any partnership of which such Person, such Person and one or more other Subsidiaries of such Person, or one or more other Subsidiaries of such Person holds more than 50% of the outstanding general partner interests.

“ Syndication Agent ” is defined in the preamble.

“ Taxes ” is defined in Section 4.6 .

“ Term Commitment ” shall mean, as to any Lender, such Lender’s obligation to make Term Loans pursuant to Section 2.1.2 of this Agreement in an aggregate principal amount equal to the lesser of (i) the aggregate Revolving Loans outstanding to such Lender as of the Revolving

Commitment Termination Date or (ii) such Lender’s Revolving Commitment in effect as of the Revolving Commitment Termination Date.

“ Term Commitment Termination Date ” shall mean the earlier of:

(a) the Business Day after the Revolving Commitment Termination Date; and

(b) the date on which the Revolving Commitments otherwise are terminated in full and reduced to zero pursuant to the terms of Article VIII .

Upon the occurrence of any event described in clause (b) , the Term Commitments shall terminate automatically and without any further action.

“ Term Loans ” shall mean the loans provided for in Section 2.1.2 hereof.

“ 364-Day Total Commitment ” means (i) on or prior to the Revolving Commitment Termination Date, the then effective Total Commitment under this Agreement, or (ii) after the Revolving Commitment Termination Date, the then outstanding principal amount of Term Loans under this Agreement.

“ Total Asset Value ” means, at any time with respect to any assets, the book value of such assets determined in accordance with GAAP.

“ Total Commitment ” means the aggregate of all the Lenders’ Commitments.

“ Total Debt to Capitalization Ratio ” means the ratio of (a) Debt to (b) Capitalization.

“ Total Interest Expense ” means with respect to any period for which a determination thereof is to be made, interest expense of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP.

“ Type ” means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a Eurodollar Loan.

“ United States ” or “ U.S. ” means the United States of America, its fifty States and the District of Columbia.

“ Unrestricted Subsidiary ” means any Subsidiary that is designated on Schedule 6.8 as such or which the Borrower has designated in writing to the Agent to be an Unrestricted Subsidiary pursuant to Section 7.1.8 , and, in either case, which the Borrower has not designated to be a Restricted Subsidiary pursuant to Section 7.1.8 .

“ Utilization ” means, at any time, the ratio (expressed as a percentage) of (i) the sum of (A) the outstanding principal amount of Loans under this Agreement plus (B) the outstanding principal amount of “Loans” (as such term is defined in the Five Year Credit Agreement) under the Five Year Credit Agreement to (ii) the sum of (X) 364-Day Total Commitment plus (Y) the then effective Total Commitment under the Five Year Credit Agreement.

“ Welfare Plan ” means a “ welfare plan ”, as such term is defined in section 3(1) of ERISA.

SECTION 1.2 Use of Defined Terms . Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule and in each Borrowing Request, Continuation/Conversion Notice, notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.

SECTION 1.3 Cross-References . Unless otherwise specified, references in this Agreement and in each other Loan Document to any Article or Section are references to such Article or Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

SECTION 1.4 Accounting and Financial Determinations . Unless otherwise specified, all accounting terms used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder (including under Section 7.2.3 ) shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles (“ GAAP ”) applied in the preparation of the financial statements referred to in Section 6.5 .

ARTICLE II
THE FACILITY AND BORROWING PROCEDURES

SECTION 2.1 Facility . The Lenders grant to the Borrower a credit facility (the “ Facility ”) pursuant to which, and upon the terms and subject to the conditions herein set out and provided that no Default or Event of Default has occurred and is continuing from time to time on any Business Day, each Lender severally agrees to make Loans in U.S. Dollars to the Borrower equal to such Lender’s Percentage of the aggregate amount of Loans requested by the Borrower to be made on such day.

SECTION 2.1.1 Revolving Loans . From time to time on or after the date hereof and prior to the Revolving Commitment Termination Date, each Lender shall make Revolving Loans under this Section to the Borrower in an aggregate principal amount at any one time outstanding up to but not exceeding such Lender’s Revolving Commitment. Subject to the conditions herein, any such Loan repaid prior to the Revolving Commitment Termination Date may be reborrowed pursuant to the terms of this Agreement

SECTION 2.1.2 Term Loans . Subject to the terms and conditions of this Agreement, on the Revolving Commitment Termination Date (unless such date shall occur as a result of clause (c) of the definition thereof), each Lender will make one Term Loan to the Borrower up to but not exceeding such Lender’s Term Commitment. No amounts paid or prepaid with respect to the Term Loan may be reborrowed. Eurodollar Loans for which the Interest Period shall not have terminated as of the Revolving Commitment Termination Date shall be continued as Eurodollar Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Commitment Termination Date, in each case subject to further elections pursuant to Section 2.6 . Any principal repayments received

on the Revolving Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to Eurodollar Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Commitment shall terminate and it shall have no further Revolving Commitment to make Revolving Loans or Term Commitment to make Term Loans.

SECTION 2.1.3 Availability of Facility . No Lender shall be permitted or required to make (i) any Loan if, after giving effect thereto, the aggregate outstanding principal amount of all Loans of all Lenders would exceed the Commitment Amount, or (ii) any Loan if, after giving effect thereto, the aggregate amount of all Loans of such Lender would exceed the Lender’s Percentage of the Commitment Amount.

SECTION 2.2 [Intentionally Omitted]

SECTION 2.3 Reduction of Commitment Amount . The Borrower may, from time to time on any Business Day occurring after the Effective Date, voluntarily reduce the amount of the Commitment Amount; provided , however , that all such reductions shall require at least three Business Days’ prior notice to the Agent and be permanent, and any partial reduction of the Commitment Amount shall be in a minimum amount of $10,000,000 and in an integral multiple of $1,000,000.

SECTION 2.4 Base Rate Loans and Eurodollar Loans . Subject to the terms and conditions set forth in Article V , each Loan shall be either a Eurodollar Loan or a Base Rate Loan as the Borrower may request, it being understood that Loans made to the Borrower on any date may be either Eurodollar Loans or Base Rate Loans or a combination thereof. As to any Eurodollar Loan, each Lender may, if it so elects, fulfill its commitment to make such Eurodollar Loan by causing its Eurodollar Office to make such Eurodollar Loan; provided , however , that in such event the obligation of the Borrower to repay such Eurodollar Loan nevertheless shall be to such Lender and shall be deemed to be held by such Lender for the account of such Eurodollar Office.

SECTION 2.5 Borrowing Procedures for Loans . The Borrower shall give the Agent prior written or telegraphic notice pursuant to a Borrowing Request (in substantially the form of Exhibit 2.5 hereto) of each proposed Borrowing or continuation, and as to whether such Borrowing or continuation is to be of Revolving Loans or Term Loans and Base Rate Loans or Eurodollar Loans, as follows:

SECTION 2.5.1 Base Rate Loans . The Agent shall receive written or telegraphic notice from the Borrower on or before 2:00 p.m. Central time one (1) Business Day prior to the date of such Borrowing and amount of such Borrowing (which shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000), and the Agent shall advise each Lender thereof promptly thereafter. Not later than 10:00 a.m., Central time, on the date specified in such notice for such Borrowing, each Lender shall provide to the Agent at the Payment Office, same day or immediately available funds covering such Lender’s Percentage of the requested Base Rate Loan. Upon fulfillment of the applicable conditions set forth in Article V with respect to such Base Rate Loan, the Agent shall make available to the Borrower the proceeds of each Base

Rate Loan (to the extent received from the Lenders) by wire transfer of such proceeds to such account(s) as the Borrower shall have specified in the Borrowing Request.

SECTION 2.5.2 Eurodollar Loans . The Agent shall receive written or telegraphic notice pursuant to a Borrowing Request from the Borrower on or before 10:00 a.m. Central time, at least three (3) Business Days prior to the date requested for each proposed Borrowing or continuation of a Eurodollar Loan, of the date of such Borrowing or continuation, as the case may be, the amount of such Borrowing or continuation, as the case may be (which shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000), and the duration of the initial Eurodollar Interest Period with respect thereto, and the Agent shall advise each Lender thereof promptly thereafter. Not later than 10:00 a.m., Central time, on the date specified in such notice for such Borrowing, each Lender shall provide to the Agent at the Payment Office, same day or immediately available funds covering such Lender’s Percentage of the requested Eurodollar Loan. Upon fulfillment of the applicable conditions set forth in Article V with respect to such Eurodollar Loan, the Agent shall make available to the Borrower the proceeds of each Eurodollar Loan (to the extent received from the Lenders) by wire transfer of such proceeds to such account(s) as the Borrower shall have specified in the Borrowing Request.

SECTION 2.6 Continuation and Conversion Elections . By delivering a Continuation/Conversion Notice to the Agent on or before 10:00 a.m., Central time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than three (3) nor more than five (5) Business Days’ notice that all, or any portion in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 of any Borrowings be, (i) in the case of Base Rate Loans, converted into Eurodollar Loans, or (ii) in the case of Eurodollar Loans, be converted into a Base Rate Loan or continued as a Eurodollar Loan of such Type (in the absence of delivery of a Continuation/Conversion Notice with respect to any Eurodollar Loan at least three (3) Business Days before the last day of the then current Interest Period with respect thereto, such Eurodollar Loan shall, on such last day, automatically convert to a Base Rate Loan); provided , however , that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, and (ii) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, Eurodollar Loans when any Default has occurred and is continuing.

SECTION 2.7 Funding . Each Lender may, if it so elects, fulfill its obligation to make, continue or convert Eurodollar Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such Eurodollar Loan; provided , however , that such Eurodollar Loan shall nonetheless be deemed to have been made and to be held by such Lender, and the obligation of the Borrower to repay such Eurodollar Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking facility. In addition, the Borrower hereby consents and agrees that, for purposes of any determination to be made for purposes of Sections 4.1 , 4.2 , 4.3 or 4.4 , it shall be conclusively assumed that each Lender elected to fund all Eurodollar Loans by purchasing, as the case may be, Dollar deposits in its Eurodollar Office’s interbank eurodollar market.

SECTION 2.8 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay, unless otherwise provided in this Agreement, (i) to the Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Revolving Commitment Termination Date, and (ii) to the Agent for the account of each Lender the then unpaid principal amount of each Term Loan on the Maturity Date.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.10.1 ) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.9 Addition of Lenders and Increase in Commitment Amount . It is agreed by the parties hereto that, at any time before the Revolving Commitment Termination Date, one or more financial institutions selected by the Borrower and acceptable to the Agent, in the Agent’s reasonable discretion, may become a Lender under this Agreement, or any existing Lender may increase its Commitment, in each case in an amount approved by Borrower, by executing and delivering to the Borrower and the Agent a certificate substantially in the form of Exhibit 2.9 hereto (a “ Lender Certificate ”). Upon receipt and agreement by the Borrower and the Agent of any such Lender Certificate, (a) the aggregate amount of the Commitments of the Lenders (including any Person that becomes a Lender by delivery of such a Lender Certificate) automatically without further action by the Borrower, the Agent or any Lender shall be increased by the amount indicated in such Lender Certificate (but not in excess of $100,000,000 in the aggregate for all such increases in the Commitments pursuant to this Section 2.9 ) on the effective date set forth in such Lender Certificate (such increased amount herein the “ Increased

Commitment Amount ”), (b) Schedule II attached hereto shall be amended to add such Revolving Commitment of such additional Lender or to reflect the increase in the Revolving Commitment of an existing Lender and the Percentages of the Lenders shall be adjusted accordingly to reflect the additional Lender or in the increase in the Revolving Commitment of an existing Lender, and (c) any such additional Lender shall be deemed to be a party in all respect to this Agreement and the other Loan Documents.

ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1 Repayments and Prepayments . The Borrower shall repay in full (i) the unpaid principal amount of each Revolving Loan upon the Revolving Commitment Termination Date unless any such Loans are continued as Term Loans as provided in Section 2.1.2 , and (ii) the unpaid principal amount of each Term Loan on the Maturity Date. Prior thereto, the Borrower

(a) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; provided , however , that (i) any such prepayment shall be applied to the Lenders among Loans having the same Type and, if applicable, having the same Interest Period; (ii) all such voluntary prepayments shall require at least three Business Days’ prior written notice to the Agent; and (iii) all such voluntary partial prepayments shall be in an minimum amount of $10,000,000 and an integral multiple of $1,000,000; and

(b) shall, immediately upon any acceleration of the Maturity Date pursuant to Section 8.2 or Section 8.3 , repay all Loans unless, pursuant to Section 8.3 , only a portion of all Loans is so accelerated.

Each prepayment of Loans shall be applied, to the extent of such prepayment, in the inverse order of maturity. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4 . No voluntary prepayment of principal of any Loans shall cause a reduction in the Commitment Amount.

SECTION 3.2 Interest Provisions . Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this Section 3.2 .

SECTION 3.2.1 Rates . Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion Notice, the Borrower may elect that Loans comprising a Borrowing accrue interest at a rate per annum: (a) on that portion maintained from time to time as a Base Rate Loan, equal to the Base Rate from time to time in effect; and (b) on that portion maintained as a Eurodollar Loan, during each Interest Period applicable thereto, equal to the sum of the Eurodollar Rate for such Interest Period plus the Applicable Margin. All Eurodollar Borrowings shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at the interest rate determined as applicable to such Eurodollar Borrowing.

SECTION 3.2.2 Post-Maturity Rates . After the date any principal amount of any Loan is due and payable (whether on the Maturity Date, upon acceleration or otherwise), or after

any other monetary Obligation of the Borrower shall have become due and payable, the Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such amounts at a rate per annum equal to the Base Rate plus the Default Margin.

SECTION 3.2.3 Payment Dates . Interest accrued on each Borrowing shall be payable, without duplication on the following dates (each a “ Payment Date ”): (a) on the Maturity Date; (b) on the date of any payment or prepayment, in whole or in part, of principal outstanding on such Loan on the amount of such principal prepaid or repaid; (c) with respect to Base Rate Loans, on each Quarterly Payment Date occurring after the Effective Date; (d) with respect to Eurodollar Borrowings, on the last day of each applicable Interest Period (and, if such Interest Period shall exceed three months, every three months from the first day of such Interest Period); (e) with respect to any portion of Base Rate Loans converted into Eurodollar Loans on a day when interest would not otherwise have been payable pursuant to clause (c) , on the date of such conversion; and (f) on that portion of any Borrowings the applicable Maturity Date of which is accelerated pursuant to Section 8.2 or Section 8.3 , immediately upon such acceleration.

SECTION 3.3 Fees . The Borrower agrees to pay the fees set forth in this Section 3.3 . All such fees shall be non-refundable.

SECTION 3.3.1 Facility Fee . The Borrower agrees to pay to the Agent for the account of each Lender a facility fee in an amount equal to the product of the Applicable Facility Fee Rate times such Lender’s Percentage of Revolving Commitments times the Commitment Amount. Accrued facility fees shall be payable in arrears on each Quarterly Payment Date and on the Maturity Date.

SECTION 3.3.2 Agent’s Fees . The Borrower agrees to pay to the Agent for its own account, all fees (including any fees pursuant to Section 2.2.8 ) pursuant to that certain fee letter agreement, dated October 23, 2002, between the Borrower and the Agent, as amended from time to time (the “ Fee Letter ”).

SECTION 3.3.3 Payment Office . The Borrower shall make all payments to the Agent at the Payment Office.

ARTICLE IV
CERTAIN EURODOLLAR AND OTHER PROVISIONS

SECTION 4.1 Eurodollar Lending Unlawful . If any Lender shall determine (which determination shall, upon notice thereof to the Borrower and the Lenders, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender to make, continue or maintain any Borrowing as, or to convert any Borrowing into, a Eurodollar Borrowing, the obligations of such Lender to make, continue, maintain or convert any such Borrowings shall, upon such determination, forthwith be suspended until such Lender shall notify the Agent that the circumstances causing such suspension no longer exist, and all Eurodollar Borrowings shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion; provided , however , that the obligation of such Lender to make, continue, maintain

or convert any such Eurodollar Borrowings shall remain unaffected if such Lender can designate a different Eurodollar Office for the making, continuance, maintenance or conversion of Eurodollar Borrowings and such designation will not, in the sole discretion of such Lender, be otherwise disadvantageous to such Lender.

SECTION 4.2 Deposits Unavailable or Eurodollar Interest Rate Unascertainable . If the Agent shall have determined that, by reason of circumstances affecting the Agent’s relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to Eurodollar Borrowings, then, upon notice from the Agent to the Borrower and the Lenders, the obligations of all Lenders under Section 2.5.2 and Section 2.6 to make or continue any Borrowings as, or to convert any Borrowings into, Eurodollar Borrowings shall forthwith be suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION 4.3 Increased Eurodollar Borrowing Costs, etc . The Borrower agrees to reimburse each Lender for any increase in the cost to such Lender of, or any reduction in the amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation to make, continue or maintain) any Borrowings as, or of converting (or of its obligation to convert) any Borrowings into, Eurodollar Borrowings. Such Lender shall promptly notify the Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate such Lender for such increased cost or reduced amount; provided , however , that such Lender shall designate a different Eurodollar Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Lender, be otherwise disadvantageous to such Lender. Such additional amounts shall be payable by the Borrower directly to such Lender within fifteen days of its receipt of such notice, and such notice shall be rebuttable presumptive evidence of the amount payable by the Borrower.

SECTION 4.4 Funding Losses . In the event any Lender shall incur any loss or expense (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Borrowing as, or to convert any portion of the principal amount of any Borrowing into, a Eurodollar Borrowing) as a result of (a) any conversion or repayment or prepayment of the principal amount of any Eurodollar Borrowings on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 3.1 or otherwise, (b) any Borrowings not being made as Eurodollar Borrowings in accordance with the Borrowing Request, as the case may be, therefor, (c) any Borrowings not being continued as, or converted into, Eurodollar Borrowings in accordance with the Continuation/Conversion Notice, or (d) the assignment of any Eurodollar Borrowing other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 4.10 , therefor, then, upon the written notice of such Lender to the Borrower (with a copy to the Agent), the Borrower shall, within fifteen days of its receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall be rebuttable presumptive evidence of the amount payable by the Borrower.

SECTION 4.5 Increased Capital Costs . If any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any court, central bank, regulator or other governmental authority affects or would affect the amount of capital required or expected to be maintained by any Lender or any Person controlling such Lender, and such Lender determines (in its sole discretion) that the rate of return on its or such controlling Person’s capital as a consequence of its Commitments or the Borrowings made by such Lender is reduced to a level below that which such Lender or such controlling Person could have achieved but for the occurrence of any such circumstance, then, in any such case upon notice from time to time by such Lender to the Borrower, the Borrower shall pay directly to such Lender, within fifteen days, additional amounts sufficient to compensate such Lender or such controlling Person for such reduction in rate of return; provided , however , that such Lender shall designate a different Domestic or Eurodollar Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Lender, be otherwise disadvantageous to such Lender. A statement of such Lender as to any such additional amount or amounts (including calculations thereof in reasonable detail) shall be rebuttable presumptive evidence of the amount payable by the Borrower. In determining such amount, such Lender may use any reasonable method of averaging and attribution that it (in its sole discretion) shall deem applicable.

SECTION 4.6 Taxes . All payments by the Borrower of principal of, and interest on, the Borrowings and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender’s net income or receipts (such non-excluded items being called “ Taxes ”). In the event that any withholding or deduction from any payment to be made by the Borrower hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will, within fifteen days (a) pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and (c) pay to the Agent for the account of the Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been required.

If any Taxes are directly asserted against the Agent or any Lender with respect to any payment received by the Agent or such Lender hereunder, the Agent or such Lender may pay such Taxes and the Borrower will promptly pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person would have received had not such Taxes been asserted; provided that the Borrower will not be obligated to pay such additional amounts to the Agent or such Lender to the extent that such additional amounts shall have been incurred as a consequence of the Agent’s or such Lender’s gross negligence or willful misconduct, as the case may be.

If the Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Agent, for the account of the respective Lenders, the required receipts or

other required documentary evidence, the Borrower shall indemnify the Lenders for any incremental Taxes, interest or penalties that may become payable by any Lender as a result of any such failure. For purposes of this Section, a distribution hereunder by the Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower.

Each Lender that is organized under the laws of a jurisdiction other than the United States shall, prior to the due date of any payments of the Loans under this Agreement, execute and deliver to the Borrower and the Agent, on or about the first scheduled Payment Date in each Fiscal Year, one or more (as the Borrower or the Agent may reasonably request) United States Internal Revenue Service Form W-8 BEN or Form W-8 ECI or such other forms or documents (or successor forms or documents), appropriately completed, as may be applicable to establish the extent, if any, to which a payment to such Lender is exempt from withholding or deduction of Taxes, and shall (but only so long as such Lender remains lawfully able to do so) deliver to the Borrower and the Agent additional copies of such forms on or before the date that such forms expire or become obsolete or after the occurrence of an event requiring a change in the most recent form so delivered by it and such amendments thereto as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or fees or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a United States withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from the definition of “Taxes”. For any period with respect to which a Lender has failed to provide the Borrower and the Agent with the forms required pursuant to this paragraph, if any (other than if such failure is due to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under this Section with respect to Taxes imposed by the United States which Taxes would not have been imposed but for such failure to provide such form; provided, however, that should a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes.

If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section, then such Lender will change the jurisdiction of its applicable Eurodollar or Domestic Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the sole discretion of such Lender, is not otherwise disadvantageous to such Lender. No Lender shall be entitled to receive any greater payment under this Section as a result of the designation by such Lender of a different applicable Eurodollar or Domestic Office after the date hereof, unless such designation is made with the Borrower’s prior written consent or by reason of the provisions of Sections 4.1 , 4.3 or 4.5 requiring such Lender to designate a different applicable Eurodollar or Domestic Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist.

SECTION 4.7 Special Fees in Respect of Reserve Requirements . With respect to Eurodollar Borrowings, the Borrower agrees to pay to each Lender on appropriate Payment

Dates, as additional interest, such amounts as will compensate such Lender for any cost to such Lender, from time to time, of any reserve, special deposit, special assessment or similar capital requirements against assets of, deposits with or for the account of, or credit extended by, such Lender which are imposed on, or deemed applicable by, such Lender, from time to time, under or pursuant to (i) any Law, treaty, regulation or directive now or hereafter in effect (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System but excluding any reserve requirement included in the definition of Eurodollar Rate in Section 1.1 ), (ii) any interpretation or application thereof by any governmental authority, agency or instrumentality charged with the administration thereof or by any court, central bank or other fiscal, monetary or other authority having jurisdiction over the Eurodollar Borrowings or the office of such Lender where its Eurodollar Borrowings are lodged, or (iii) any requirement imposed or requested by any court, governmental authority, agency or instrumentality or central bank, fiscal, monetary or other authority, whether or not having the force of law. A written notice as to the amount of any such cost or any change therein (including calculations, in reasonable detail, showing how such Lender computed such cost or change) shall be promptly furnished by such Lender to the Borrower and shall be rebuttable presumptive evidence of such cost or change. The Borrower will not be responsible for paying any amounts pursuant to this Section accruing prior to 180 days prior to the receipt by the Borrower of the written notice referred to in the preceding sentence. Within fifteen (15) days after such certificate is furnished to the Borrower, the Borrower will pay directly to such Lender such additional amount or amounts as will compensate such Lender for such cost or change.

SECTION 4.8 Payments, Computations, etc . Unless otherwise expressly provided, all payments by the Borrower pursuant to this Agreement or any other Loan Document shall be made by the Borrower to the Agent for the pro rata account of the Lenders entitled to receive such payment. All such payments required to be made to the Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00 a.m., Central time, on the date due, in same day or immediately available funds, to such account as the Agent shall specify from time to time by notice to the Borrower. Funds received after that time shall be deemed to have been received by the Agent on the next succeeding Business Day. The Agent shall promptly remit in same day funds to each Lender its share, if any, of such payments received by the Agent for the account of such Lender. All interest and fees shall be computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall (except as otherwise required by clause (c) of the definition of the term “ Interest Period ” with respect to Eurodollar Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in connection with such payment.

SECTION 4.9 Sharing of Payments . If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the terms of Sections 4.3 , 4.4 and 4.5 ) in excess of its pro rata share of payments then or therewith obtained by all Lenders, such Lender shall purchase from the other Lenders such participations in Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided , however , that if all or any portion of the excess payment or other recovery is thereafter

recovered from such purchasing Lender, the purchase shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender’s ratable share (according to the proportion of (a) the amount of such selling Lender’s required repayment to the purchasing Lender to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set off to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

SECTION 4.10 Replacement of Lender on Account of Increased Costs, Eurodollar Lending Unlawful, Reserve Requirements, Taxes, Certain Dissents, etc . If any Lender shall claim the inability to make or maintain Eurodollar Borrowings pursuant to Section 4.1 above, if any Lender is owed increased costs under Section 4.5 above, if any payment to any Lender by the Borrower is subject to any withholding tax pursuant to Section 4.6 above, or if any Lender is owed any cost or expense pursuant to Section 4.7 above, the Borrower shall have the right, if no Event of Default or Default then exists, to replace such Lender with another bank or financial institution provided that (i) if it is not a Lender or an Affiliate thereof, such bank or financial institution shall be reasonably acceptable to the Agent and (ii) such bank or financial institution shall unconditionally purchase, in accordance with Section 10.10 hereof, all of such Lender’s rights and obligations under this Agreement and the other Loan Documents and the appropriate pro rata share of such Lender’s Loans and Commitments, without recourse or expense to, or warranty by, such Lender being replaced for a purchase price equal to the aggregate outstanding principal amount of the Loans payable to such Lender, plus any accrued but unpaid interest on such Loans, plus accrued but unpaid fees in respect of such Lender’s Borrowings and Percentage of the Commitments hereunder to the date of such purchase on a date therein specified. The Borrower shall be obligated to pay, simultaneously with such purchase and sale, the increased costs, amounts, expenses and taxes under Sections 4.1 , 4.5 , 4.6 , and 4.7 above, any amounts payable under Section 4.4 and all other costs, fees and expenses payable to such Lender hereunder and under the Loan Documents, to the date of such purchase as well as all other Obligations due and payable to or for the benefit of such Lender; provided, that if such bank or financial institution fails to purchase such rights and obligations, the Borrower shall continue to be obligated to pay the increased costs, amounts, expenses and taxes under Sections 4.1 , 4.5 , 4.6 , and 4.7 above to such Lender.

SECTION 4.11 Maximum Interest . It is the intention of the parties hereto to conform strictly to applicable usury laws and, anything herein to the contrary notwithstanding, the obligations of the Borrower to the Agent and each Lender under this Agreement shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to the Agent or such Lender limiting rates of interest which may be charged or collected by the Agent or such Lender. Accordingly, if the

transactions contemplated hereby would be usurious under applicable law (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to the Agent or a Lender then, in that event, notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section shall govern and control; (b) the aggregate of all consideration which constitutes interest under applicable law that is contracted for, charged or received under this Agreement, or under any of the other aforesaid agreements or otherwise in connection with this Agreement by the Agent or such Lender shall under no circumstances exceed the maximum amount of interest allowed by applicable law (such maximum lawful interest rate, if any, with respect to such Lender herein called the “ Highest Lawful Rate ”), and any excess shall be credited to the Borrower by the Agent or such Lender (or, if such consideration shall have been paid in full, such excess refunded to the Borrower); (c) all sums paid, or agreed to be paid, to the Agent or such Lender for the use, forbearance and detention of the Indebtedness of the Borrower to the Agent or such Lender hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such Indebtedness until payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 4.1 together with any other fees payable pursuant to this Agreement and the other Loan Documents and deemed interest under applicable law, exceeds that amount which would have accrued at the Highest Lawful Rate, the amount of interest and any such fees to accrue to the Agent or such Lender pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement to that amount which would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the interest to accrue to the Agent or such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest which would have accrued to the Agent or such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.2 had at all times been in effect, plus the amount of fees which would have been received but for the effect of this Section. For purposes of Section 303.201 of the Texas Finance Code, as amended, to the extent, if any, applicable to the Agent or a Lender, the Borrower agrees that the Highest Lawful Rate shall be the “indicated (weekly) rate ceiling” as defined in said Section, provided that the Agent or such Lender may also rely, to the extent permitted by applicable laws, on alternative maximum rates of interest under other laws applicable to the Agent or such Lender if greater. Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving tri-party accounts (formerly Tex. Rev. Civ. Stat. Ann. Art. 5069, Ch. 15)) shall not apply to this Agreement or the other Loan Documents.

ARTICLE V
CONDITIONS

SECTION 5.1 Effective Date . The obligations of the Lenders to fund the initial Borrowing shall be subject to the prior satisfaction, or waiver in writing by the Agent (with the consent of Required Lenders) of each of the conditions precedent set forth in this Section 5.1 .

SECTION 5.1.1 Resolutions, etc . The Agent shall have received from the Borrower a certificate, dated the Effective Date, of its Secretary or Assistant Secretary as to (a) resolutions of its Board of Directors then in full force and effect authorizing the execution,

delivery and performance of this Agreement and each other Loan Document to be executed by it; and (b) the incumbency and signatures of its Authorized Officers, upon which certificate each Lender may conclusively rely until it shall have received a further certificate of the Secretary of the Borrower canceling or amending such prior certificate.

SECTION 5.1.2 [Intentionally omitted].

SECTION 5.1.3 Opinion of Counsel . The Agent shall have received a favorable opinion, dated the Effective Date and addressed to the Agent and all Lenders, from Thompson & Knight L.L.P., counsel to the Borrower, substantially in the form of Exhibit 5.1.3 hereto.

SECTION 5.1.4 Fee Letters, Closing Fees, Expenses, etc . The Agent shall have received the Fee Letter duly executed by the Borrower. The Agent shall also have received for its own account, or for the account of the Arranger and each Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and 10.3 , if then invoiced.

SECTION 5.1.5 Material Adverse Change . There shall have been no material adverse change in the consolidated business, condition (financial or otherwise), operations, performance or properties of any of the Borrower and its consolidated Subsidiaries taken as a whole since June 30, 2002, except as disclosed in Item 5.1.5 (“ Material Adverse Change ”) of the Disclosure Schedule.

SECTION 5.1.6 Existing Credit Facility . The Agent shall have received satisfactory proof of the Borrower’s termination of the Existing Credit Facility and any obligations of the Borrower in connection therewith on the Effective Date.

SECTION 5.1.7 Other Documents . Such other documents as the Agent or any Lender may have reasonably requested.

SECTION 5.2 All Borrowings . The obligation of each Lender to fund any Borrowing (including the initial Borrowing) shall be subject to the satisfaction of each of the conditions precedent set forth in this Section.

SECTION 5.2.1 Compliance with Warranties, No Default, etc . Both before and after giving effect to any Borrowing (but, if any Default of the nature referred to in Section 8.1.5 shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or indirectly, of the proceeds thereof) the following statements shall be true and correct (a) the representations and warranties set forth in Article VI shall be true and correct with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and (b) no Default or Event of Default shall have then occurred and be continuing.

SECTION 5.2.2 Borrowing Request . The Agent shall have received a Borrowing Request for such Borrowing. Each of the delivery of a Borrowing Request and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing (both immediately before and after giving effect to such Borrowing and the application of the proceeds thereof) the statements made in Section 5.2.1 are true and correct.

SECTION 5.2.3 Satisfactory Legal Form . All documents executed or submitted pursuant hereto by or on behalf of the Borrower or any of its Subsidiaries shall be satisfactory in form and substance to the Agent and its counsel; the Agent and its counsel shall have received all information, approvals, opinions, documents or instruments as the Agent or its counsel may reasonably request.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Agent to enter into this Agreement and to make Loans hereunder, the Borrower represents and warrants unto the Agent and each Lender as set forth in this Article VI .

SECTION 6.1 Organization, etc . The Borrower and each of its Restricted Subsidiaries is a corporation, partnership, limited partnership or limited liability company validly organized and existing and in good standing under the laws of the State of its incorporation, is duly qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification, and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and perform its Obligations under this Agreement and each other Loan Document to which it is a party and to conduct its business substantially as currently conducted by it (except where the failure to be so qualified to do business or be in good standing or to hold any such licenses, permits and other approvals will not have a Material Adverse Effect).

SECTION 6.2 Due Authorization, Non-Contravention, etc . The execution, delivery and performance by the Borrower of this Agreement and each other Loan Document executed or to be executed by it, and the Borrower’s participation in any transaction contemplated herein are within the Borrower’s powers, have been duly authorized by all necessary corporate action, and do not (a) contravene the Borrower’s Organic Documents; (b) contravene any contractual restriction, law or governmental regulation or court decree or order binding on or affecting the Borrower; or (c) result in, or require the creation or imposition of, any Lien on any of the Borrower’s properties.

SECTION 6.3 Government Approval, Regulation, etc . No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other Person is required for the due execution, delivery or performance by the Borrower of this Agreement or any other Loan Document to which it is a party, or for the Borrower’s participation in any transaction contemplated herein, except as have been obtained. Neither the Borrower nor any of its Subsidiaries is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or a “holding company”, or a “subsidiary company” of a “holding company”, or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION 6.4 Validity, etc . This Agreement constitutes, and each other Loan Document executed by the Borrower will, on the due execution and delivery thereof, constitute, the legal, valid and binding obligations of the Borrower enforceable in accordance with their

respective terms except as (i) enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability.

SECTION 6.5 Financial Information . The balance sheets of the Borrower and each of its consolidated Subsidiaries as at June 30, 2002 and the related statements of earnings and cash flow, copies of which have been furnished to the Agent and each Lender, have been prepared in accordance with GAAP consistently applied, and present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended except as disclosed in Item 6.5 (“Financial Information”) of the Disclosure Schedule.

SECTION 6.6 No Material Adverse Change . As of the Effective Date, since the date of the financial statements described in Section 6.5 , there has been no material adverse change in the financial condition, operations, assets, business or properties of the Borrower and its Restricted Subsidiaries (on a consolidated basis), except as disclosed in Item 5.1.5 (“Material Adverse Change”) of the Disclosure Schedule.

SECTION 6.7 Litigation, Labor Controversies, etc . As of the Effective Date, there is no pending or, to the knowledge of the Borrower, threatened litigation, action, proceeding, or labor controversy affecting the Borrower or any of its Restricted Subsidiaries, or any of their respective properties, businesses, assets or revenues, which could reasonably be expected to have a Material Adverse Effect or which purports to affect the legality, validity or enforceability of, and the rights and remedies of the Agent and the Lenders under, this Agreement or any other Loan Document, except as disclosed in Item 6.7 (“Litigation”) of the Disclosure Schedule.

SECTION 6.8 Subsidiaries . Schedule 6.8 sets forth the name, the identity or corporate structure and the ownership interest of each direct or indirect Subsidiary as of the Effective Date. Schedule 6.8 also sets forth the name of each Restricted Subsidiary and Unrestricted Subsidiary as of the Effective Date. As of the Effective Date, the Borrower does not have any Subsidiaries other than the Subsidiaries identified in Schedule 6.8 .

SECTION 6.9 Taxes . The Borrower, each of its Restricted Subsidiaries and each of its Unrestricted Subsidiaries which is a member of the Borrower’s consolidated U.S. federal income tax group has filed all federal tax returns and reports and all material state tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books except such returns and taxes for jurisdictions other than the United States with respect to which the failure to file and pay such taxes would not have a Material Adverse Effect.

SECTION 6.10 Pension and Welfare Plans . During the twelve-consecutive-month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien securing an amount in excess of $1,000,000 under section 302(f) of ERISA. No condition exists

or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by the Borrower or any member of the Controlled Group of any liability, fine or penalty which could reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Item 6.10 (“Employee Benefit Plans”) of the Disclosure Schedule, neither the Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

SECTION 6.11 Environmental Warranties and Compliance . The liabilities and costs of the Borrower and its consolidated Restricted Subsidiaries related to compliance with applicable Environmental Laws (as in effect on the date on which this representation is made or deemed made) could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.12 Regulation U . None of the Borrower and its Subsidiaries are engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Loans will be used for a purpose which violates, or would be inconsistent with, Regulation U.

SECTION 6.13 Accuracy of Information . No certificate, statement or other information delivered herewith or hereto by or on behalf of the Borrower in writing to the Agent or any Lender in connection with the negotiation of this Agreement or in connection with any transaction contemplated hereby contains any untrue statement of a fact or omits to state any fact known to the Borrower or its Subsidiaries necessary to make the statements contained herein or therein not misleading as of the date made or deemed made, except to the extent that any untrue statement or omission could not reasonably be expected to have a Material Adverse Effect.

SECTION 6.14 Use of Proceeds . The proceeds of each Borrowing shall be used for the general corporate purposes of the Borrower and its Subsidiaries. No proceeds of any Borrowing shall be used to make any investment in any Person if the board of directors or other governing body of such Person has announced its opposition to such investment.

ARTICLE VII
COVENANTS

SECTION 7.1 Affirmative Covenants . The Borrower agrees with the Agent and each Lender that, until all Commitments have terminated and all Obligations have been paid and performed in full, the Borrower will perform the obligations set forth in this Section 7.1 .

SECTION 7.1.1 Financial Information, Reports, Notices, etc . The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information:

(a) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal

Quarter, certified by the chief financial Authorized Officer of the Borrower as having been prepared in accordance with GAAP;

(b) as soon as available and in any event within 90 days after the end of each Fiscal Year of the Borrower, a copy of the annual audit report for such Fiscal Year for the Borrower and its Subsidiaries, including therein consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of earnings and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) as having been prepared in accordance with GAAP in a manner acceptable to the Agent and the Required Lenders by independent public accountants of recognized national standing;

(c) as soon as available and in any at the time of each delivery of financial reports under subsections (a) and (b) of this Section 7.1.1 , a certificate, executed by the chief financial Authorized Officer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) compliance with the financial covenants set forth in Section 7.2.3 ;

(d) promptly, and in any event within three Business Days after an Authorized Officer of the Borrower or any of its Subsidiaries becomes aware of the existence of the occurrence of each Default, a statement of the chief executive officer or the chief financial Authorized Officer of the Borrower setting forth details of such Default and the action which the Borrower has taken and proposes to take with respect thereto;

(e) promptly, and in any event within three Business Days after an Authorized Officer of the Borrower or any of its Subsidiaries becomes aware of (x) the occurrence of any adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 6.7 which would have or reasonably be expected to have a Material Adverse Effect, or (y) the commencement of any material labor controversy, litigation, action, proceeding of the type described in Section 6.7 which would have or reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto requested by the Agent or any Lender;

(f) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;

(g) immediately upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Pension Plan, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by the Borrower of any liability, fine or penalty, or any increase in the contingent liability of the Borrower with respect to any post-retirement Welfare Plan benefit which would have or could reasonably be expected to have a Material Adverse Effect, notice thereof and copies of all documentation relating thereto; and

(h) such other information respecting the condition or operations, financial or otherwise, of the Borrower or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request.

SECTION 7.1.2 Compliance with Laws, etc. The Borrower will, and will cause each of its Subsidiaries to, comply with all Laws, such compliance to include, without limitation: (a) the maintenance and preservation of its corporate existence and qualification as a foreign corporation, (b) the payment, before the same become delinquent, of all taxes, assessments and governmental charges imposed upon it or upon its property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books and (c) all Environmental Laws; except; in each case, where the failure to so comply would not have or would not reasonably be expected to have a Material Adverse Effect.

SECTION 7.1.3 Maintenance of Properties . The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain, preserve, protect and keep its properties in good repair, working order and condition (ordinary wear and tear excepted), and make necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times unless the Borrower determines in good faith that the continued maintenance of any of its properties is no longer economically desirable or unless failure to so preserve, maintain, protect or keep its properties would not reasonably be expected to have a Material Adverse Effect.

SECTION 7.1.4 Insurance . The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain or cause to be maintained with responsible insurance companies insurance with respect to its properties and business against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar businesses in similar locations.

SECTION 7.1.5 Books and Records . The Borrower will, and will cause each of its Subsidiaries to, keep books and records which accurately reflect, in accordance with GAAP, all of its business affairs and transactions and permit the Agent or its representatives, at reasonable times and intervals and upon reasonable prior notice to the Borrower, to visit all of its offices, to discuss its financial matters with its officers and employees and to examine any of its books or other corporate records; provided , however , that prior notice to the Borrower shall not be required if an Event of Default has occurred or is continuing.

SECTION 7.1.6 Conduct of Business . The Borrower will, and will cause each Restricted Subsidiary to, cause all material properties and businesses to be regularly conducted, operated, maintained and developed in a good and workmanlike manner, as would a prudent operator and in accordance with all applicable federal, state and local laws, rules and regulations, except for any failure to so operate, maintain and develop that could not reasonably be expected to have a Material Adverse Effect.

SECTION 7.1.7 Subsidiaries; Unrestricted Subsidiaries . The Borrower shall:

(a) if any additional Subsidiary is formed or acquired after the Effective Date, notify the Agent thereof and whether such Subsidiary is an Unrestricted Subsidiary or a Restricted Subsidiary.

(b) cause the management, business and affairs of the Borrower and its Restricted Subsidiaries to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Borrower and its respective Subsidiaries to be commingled) so that each Unrestricted Subsidiary that is a corporation will be treated as a corporate entity separate and distinct from the Borrower and the Restricted Subsidiaries;

(c) except as permitted by Section 7.2.5 , will not, and will not permit any of the Restricted Subsidiaries to incur any Guaranteed Liabilities in respect of any Indebtedness of any of the Unrestricted Subsidiaries; and

(d) will not permit any Unrestricted Subsidiary to hold any equity or other ownership interest in, or any Indebtedness of, any Restricted Subsidiary.

SECTION 7.1.8 Designation and Conversion of Restricted and Unrestricted Subsidiaries .

(a) Unless designated as an Unrestricted Subsidiary on Schedule 6.8 as of the date of this Agreement or thereafter in writing to the Agent, any Person that becomes a Subsidiary of the Borrower or any of its Restricted Subsidiaries shall be classified as a Restricted Subsidiary.

(b) The Borrower may designate any Subsidiary (including a newly formed or newly acquired Subsidiary) as an Unrestricted Subsidiary if (i) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such designation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), and (ii) after giving effect to such designation, no Default or Event of Default would exist; provided , however , that the Borrower may not designate either EDC or SOC as Unrestricted Subsidiaries. Except as provided in this Section, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary.

(c) The Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if after giving effect to such designation, (i) the representations and warranties of the Borrower and its Restricted Subsidiaries contained in each of the Loan Documents are true and correct on and as of such date as if made on and as of the date of such redesignation (or, if stated to have been made expressly as of an earlier date, were true and correct as of such date), and (ii) after giving effect to such designation, no Default or Event of Default would exist.

SECTION 7.2 Negative Covenants . The Borrower agrees with the Agent and each Lender that, until all Commitments have terminated and all Obligations have been paid and performed in full, the Borrower will perform the obligations set forth in this Section 7.2 .

SECTION 7.2.1 Business Activities . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage in any business activity if, as a result thereof, the Borrower and its Restricted Subsidiaries taken as a whole would no longer be principally engaged in the business of oil, gas and energy exploration, development, production, processing and marketing and such activities as may be incidental or related thereto.

SECTION 7.2.2 Liens . The Borrower will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:

(a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;

(b) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(c) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books;

(d) Liens incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;

(e) judgment Liens in existence less than 30 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies;

(f) Liens on cash or cash-equivalents securing Hedging Obligations of the Borrower or any of its Restricted Subsidiaries not in excess in the aggregate of $50,000,000 for all such cash and cash equivalents;

(g) Liens in favor of the United States of America or any state thereof or any department, agency, instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payments pursuant to any contract or statute;

(h) Liens required by any contract or statute in order to permit the Borrower or a Restricted Subsidiary to perform any contract or subcontract made by it with or at the request of the United States of America, any state or any department, agency or instrumentality or political subdivision of either;

(i) Liens which exist prior to the time of acquisition upon any assets acquired by the Borrower or any Restricted Subsidiary (including Liens on assets of any Person at the time of the

acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Restricted Subsidiary), provided that (i) the Lien shall attach solely to the assets so acquired (or of the Person so acquired, merged or consolidated), and (ii) in the case of Liens securing Indebtedness the aggregate principal amount of all Indebtedness of Restricted Subsidiaries secured by such Liens shall be permitted by the limitations set forth in Section 7.2.5 ;

(j) Liens securing Indebtedness owing by any Restricted Subsidiary to the Borrower;

(k) Liens under operating agreements, unitization agreements, pooling orders, and similar arrangements;

(l) Liens set forth on Schedule 7.2 which are existing on the Effective Date;

(m) Liens on debt of or equity interests in a Person that is not a Restricted Subsidiary;

(n) Any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses of this Section or of any Indebtedness secured thereby; provided that in the case of Liens securing Indebtedness, the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement Lien shall be limited to all or part of substantially the same property or revenue subject of the Lien extended, renewed or replaced (plus improvements on such property); and

(o) additional Liens upon assets of the Borrower and its Restricted Subsidiaries created after the date hereof, provided that (i) the aggregate Indebtedness secured thereby and incurred on or after the date hereof shall not exceed two and one-half percent (2 ½%) of Stockholders’ Equity in the aggregate at any one time outstanding and (ii) that such Liens do not encumber or attach to any equity interest in a Restricted Subsidiary.

SECTION 7.2.3 Financial Covenants . The Borrower will not:

(a) EBITDAX to Total Interest Expense . Permit the ratio of EBITDAX to Total Interest Expense for any consecutive period of four fiscal quarters ending on the last day of a fiscal quarter to be less than 4.0:1.0.

(b) Total Debt to Capitalization . Permit the Total Debt to Capitalization Ratio, expressed as a percentage, to exceed 60% at any time.

(c) Minimum Total Asset Value . Permit the Total Asset Value of its Restricted Subsidiaries to be less than $800,000,000 at any time.

SECTION 7.2.4 Restricted Payments, etc . On and at all times after the Effective Date, the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or

distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Restricted Subsidiaries to purchase or redeem, any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower, if, after giving effect thereto, a Default or an Event of Default shall have occurred and be continuing or been caused thereby.

SECTION 7.2.5 Indebtedness . The Borrower will not permit any of its Restricted Subsidiaries to contract, create, incur or assume any Indebtedness, except:

(a) Indebtedness of a Restricted Subsidiary owed to the Borrower or an other Restricted Subsidiary;

(b) Indebtedness of a Restricted Subsidiary which exists prior to the time of the acquisition of such Subsidiary by the Borrower or any Restricted Subsidiary (including Indebtedness at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Restricted Subsidiary) and any extensions, renewals or replacements of such Indebtedness, provided that the aggregate principal amount of such Indebtedness and any extensions, renewals or replacements thereof shall not exceed the principal amount of such Indebtedness at the time such Person becomes a Subsidiary; and

(c) other Indebtedness in an aggregate amount not to exceed an amount equal to five percent (5%) of Stockholders’ Equity.

SECTION 7.2.6 Consolidation, Merger, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, liquidate or dissolve, consolidate with, or merge into or with, any other corporation, or purchase or otherwise acquire all or substantially all of the assets of any Person (or of any division thereof) except (a) any such Restricted Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any other Restricted Subsidiary, and the assets or stock of any Restricted Subsidiary may be purchased or otherwise acquired by the Borrower or any other Restricted Subsidiary; and (b) so long as no Default or Event of Default has occurred and is continuing or would occur after giving effect thereto, the Borrower or any of its Restricted Subsidiaries may purchase all or substantially all of the assets of any Person, or acquire such Person by merger (as long as the Borrower or such Restricted Subsidiary is the surviving entity).

SECTION 7.2.7 Negative Pledges, Restrictive Agreements, etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any agreement (excluding this Agreement, any other Loan Document and any agreement governing any Indebtedness not prohibited under this Agreement) prohibiting the creation or assumption of any Lien upon its material properties, revenues or assets, whether now owned or hereafter acquired, or the ability of the Borrower to amend or otherwise modify this Agreement or any other Loan Document. The foregoing shall not prohibit agreements entered into or acquired in the ordinary course of

business regarding specific properties or assets which restrict or place conditions the transfer of or the creation of a Lien on such properties or assets or the revenues derived therefrom, but which do not affect other unrelated properties, assets or revenues. The Borrower will not and will not permit any of its Restricted Subsidiaries to enter into any agreement prohibiting the ability of any Restricted Subsidiary to make any payments, directly or indirectly, to the Borrower by way of dividends, advances, repayments of loans or advances, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments, or any other agreement or arrangement which restricts the ability of any such Restricted Subsidiary to make any payment, directly or indirectly, to the Borrower.

ARTICLE VIII
EVENTS OF DEFAULT

SECTION 8.1 Listing of Events of Default . Each of the following events or occurrences described in this Section 8.1 shall constitute an “ Event of Default ”.

SECTION 8.1.1 Non-Payment of Obligations . The Borrower shall default in the payment or prepayment when due of any principal of any Loan, or the Borrower shall default (and such default shall continue unremedied for a period of five days) in the payment when due of any interest on any Loan, of any fee hereunder or of any other Obligation.

SECTION 8.1.2 Breach of Warranty . Any representation or warranty of the Borrower made or deemed to be made hereunder or in any other Loan Document executed by it or any certificates delivered pursuant to Article V is or shall be incorrect in any material respect when made or deemed made.

SECTION 8.1.3 Non-Performance of Certain Covenants and Obligations . The Borrower shall default in the due performance and observance of any of its obligations under Section 7.2.2 , 7.2.3 , 7.2.6 or 7.2.7 ; provided that the imposition of any non-consensual Lien that is not permitted to exist pursuant to Section 7.2.2 shall not be deemed to constitute an Event of Default hereunder until thirty (30) days after the date of such imposition.

SECTION 8.1.4 Non-Performance of Other Covenants and Obligations . The Borrower shall default in the due performance and observance of any other provision contained herein (not constituting an Event of Default under the preceding provisions of this Section 8.1 ) or any other Loan Document executed by it, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to the Borrower by the Agent.

SECTION 8.1.5 Default on Other Indebtedness . A default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Indebtedness (other than Indebtedness described in Section 8.1.1 ) of the Borrower or any of its Restricted Subsidiaries having a principal amount, individually or in the aggregate, in excess of $35,000,000, or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or

any trustee or agent for such holders, to cause such Indebtedness to become due and payable prior to its expressed maturity.

SECTION 8.1.6 Judgments . Any judgment or order for the payment of money in excess of $35,000,000 shall be rendered against the Borrower or any of its Restricted Subsidiaries if such excess is not fully covered by valid and collectible insurance in respect thereof, the payment of which is not being disputed or contested by the insurer or the insurers, and either (i) proper or valid enforcement or levying proceedings shall have been commenced by any creditor upon such judgment or order or (ii) such judgment or order shall continue unsatisfied and unstayed for a period of thirty (30) consecutive days.

SECTION 8.1.7 Pension Plans . Any of the following events shall occur with respect to any Pension Plan (a) the institution of any steps by the Borrower, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any such member could be required to make a contribution to such Pension Plan in excess of $35,000,000; or (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA to the extent such action could reasonably be expected to have a Material Adverse Effect.

SECTION 8.1.8 Change in Control . Any Change in Control shall occur.

SECTION 8.1.9 Bankruptcy, Insolvency, etc. The Borrower or any of its Restricted Subsidiaries shall (a) become insolvent or generally fail to pay, or admit in writing its inability or unwillingness to pay, debts as they become due; (b) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of its Restricted Subsidiaries or any substantial portion of the property of any thereof, or make a general assignment for the benefit of creditors; (c) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of its Restricted Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged within 60 days, provided that the Borrower, each Restricted Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; (d) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any of its Restricted Subsidiaries, and, if any such case or proceeding is not commenced by the Borrower or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed, provided that the Borrower, each Restricted Subsidiary hereby expressly authorizes the Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or (e) take any corporate action authorizing, or in furtherance of, any of the foregoing.

SECTION 8.2 Action if Bankruptcy . If any Event of Default described in Section 8.1.9 shall occur with respect to the Borrower or any Restricted Subsidiary, the

Commitments (if not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Borrowings and all other Obligations shall automatically be and become immediately due and payable, without notice or demand.

SECTION 8.3 Action if Other Event of Default . If any Event of Default (other than any Event of Default described in Section 8.1.9 with respect to the Borrower or any Restricted Subsidiary) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Agent, upon the direction of the Required Lenders, shall by notice to the Borrower declare all or any portion of the outstanding principal amount of the Borrowings and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, as the case may be, and/or the Commitments shall terminate.

ARTICLE IX
THE AGENTS

SECTION 9.1 Actions . Each Lender hereby appoints (i) JPMorgan as the Agent under this Agreement and each other Loan Document, (ii) Wachovia Bank, National Association , as Syndication Agent under this Agreement and each other Loan Document, and (iii) Société Générale, Citibank, N.A., Deutsche Bank AG New York Branch and The Royal Bank of Scotland plc, as Co-Documentation Agents under this Agreement and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender acknowledges that none of the Syndication Agent and the Co-Documentation Agents have any duties or obligations under this Agreement or any other Loan Document in connection with their capacity as either the Syndication Agent or a Co-Documentation Agent, respectively. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) each of the Agents, pro rata according to such Lender’s Percentage, WHETHER OR NOT RELATED TO ANY SINGULAR, JOINT OR CONCURRENT NEGLIGENCE OF THE AGENTS, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, any Agent in any way relating to or arising out of this Agreement and any other Loan Document, including reasonable attorneys’ fees, and as to which such Agent is not reimbursed by the Borrower; provided , however , that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from such Agent’s gross negligence or willful misconduct. None of the Agents shall be required to take any action hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of any Agent shall be or become inadequate, in such Agent’s determination, as the case may be, such Agent may call for additional indemnification

from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document, none of the Agents shall have any duties or responsibilities, except as expressly set forth herein, nor shall any of the Agents have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any of the Agents.

SECTION 9.2 Funding Reliance, etc. Unless the Agent shall have been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., Central time, on the day prior to a Borrowing (except with respect to a Borrowing comprised of Base Rate Loans, in which case notice shall be given no later than 12:00 noon, Central time, on the date of the proposed Borrowing) that such Lender will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Agent, such Lender and the Borrower severally agree to repay the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Agent made such amount available to the Borrower to the date such amount is repaid to the Agent, at the Federal Funds Rate.

SECTION 9.3 Exculpation . None of the Agents and their respective directors, officers, employees or agents shall be liable to any Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan Document, or in connection herewith or therewith, except for its own willful misconduct or gross negligence, nor responsible for any recitals or warranties herein or therein, nor for the effectiveness, enforceability, validity or due execution of this Agreement or any other Loan Document, nor to make any inquiry respecting the performance by the Borrower of its obligations hereunder or under any other Loan Document. Any such inquiry which may be made by any Agent shall not obligate it to make any further inquiry or to take any action. Each of the Agents shall be entitled to rely upon advice of counsel concerning legal matters and upon any notice, consent, certificate, statement or writing which such Agent believes to be genuine and to have been presented by a proper Person.

SECTION 9.4 Successor . Any of the Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Agent at any time shall resign, the Required Lenders may appoint another Lender as the successor Agent which shall thereupon become the Agent hereunder. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be one of the Lenders or a commercial banking institution organized under the laws of the U.S. (or any State thereof) or a U.S. branch or agency of a commercial banking institution, and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as the Agent hereunder by a successor Agent, such successor Agent shall be entitled to receive from the retiring Agent such documents of transfer and assignment as such successor Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement.

After a retiring Agent’s resignation hereunder as a Agent, the provisions of this Article IX shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Agent under this Agreement, and Section 10.4 (and, with respect to the Agent, Section 10.3 ) shall continue to inure to its benefit.

SECTION 9.5 Loans by the Agents . Each of the Agents shall have the same rights and powers with respect to the Loans made by it or any of its Affiliates and may exercise the same as if it were not a Agent. Each of the Agents and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not a Agent hereunder.

SECTION 9.6 Credit Decisions . Each Lender acknowledges that it has made its own credit decision to extend its Commitments hereunder (i) independently of each of the Agents and each other Lender, and (ii) based on such Lender’s review of the financial information of the Borrower, this Agreement, the other Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has deemed appropriate. Each Lender also acknowledges that it will continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under this Agreement or any other Loan Document (i) independently of each of the Agents and each other Lender, and (ii) based on such other documents, information and investigations as it shall deem appropriate at any time.

SECTION 9.7 Copies, etc. The Agent shall give prompt notice to each Lender of each notice or request required or permitted to be given to the Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the Lenders by the Borrower). The Agent will distribute to each Lender each document or instrument received for its account and copies of all other communications received by the Agent from the Borrower for distribution to the Lenders by the Agent in accordance with the terms of this Agreement.

ARTICLE X
MISCELLANEOUS PROVISIONS

SECTION 10.1 Waivers, Amendments, etc. The provisions of this Agreement and of each other Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by the Borrower and the Required Lenders; provided , however , that no such amendment, modification or waiver which would: (a) modify any requirement hereunder that any particular action be taken by all the Lenders or by the Required Lenders shall be effective unless consented to by each Lender; (b) modify this Section 10.1 , change the definition of “ Required Lenders ”, reduce any fees described in Article III , change the schedule of reductions to the Commitments provided for in Section 2.3 , release any collateral security except as otherwise specifically provided in any Loan Document or extend the Maturity Date, shall be made without the consent of each Lender; (c) extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on any Loan (or reduce the principal amount of or rate of interest on any Loan) shall be made without the consent of the Lender which made such Loan; or (d) affect adversely the interests, rights or obligations of any Agent as Agent shall be made without the consent of such Agent; provided , further , that no such amendment, modification or waiver which

would either increase any Commitment, Commitment Amount or the Percentage of any Lender, or modify the rights, duties or obligations of any Agent, shall be effective without the consent of such Lender or such Agent, as applicable. No failure or delay on the part of the Agent or any Lender in exercising any power or right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by the Agent or any Lender under this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

SECTION 10.2 Notices . Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a)	if to the Borrower, to:

		Noble Energy, Inc.
		350 Glenborough, Suite 100
		Houston, TX 77067
		Attention:	James L. McElvany
		Telephone No.:	(281) 872-3100
		Facsimile No.:	(281) 872-3111

(b)	if to the Agent, to:

		Agency Services
		JPMorgan Chase Bank
		One Chase Manhattan Plaza, 8th Floor
		New York, NY 10081
		Attention:	Muniram Appanna
		Telephone No.:	(212) 552-7943
		Facsimile No.:	(212) 552-3295

	With a copy to:

		JPMorgan Chase Bank
		Global Oil & Gas Group
		600 Travis, 20th Floor
		Houston, Texas 77002
		Attention:	Peter Licalzi
		Telephone:	713-216-8869
		Facsimile No.:	713-216-4117

And in connection with business-related matters, with a copy to:

JPMorgan Chase Bank

Global Oil & Gas Group
600 Travis, 20th Floor
Houston, Texas 77002
Attention:	Robert C. Mertensotto
Telephone:	713-216-4147
Facsimile No.:	713-216-8870

(c) if to the Syndication Agent, any Co-Documentation Agent or any other Lender, to it at its address (or telecopy number) provided to the Agent and the Borrower or as set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 10.3 Payment of Costs, Expenses and Taxes . The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of (i) the Agent (including, without limitation, the reasonable fees and out-of-pocket expenses of Mayer, Brown, Rowe & Maw) in connection with the preparation, negotiation, execution, delivery, syndication and administration of this Agreement and of each other Loan Document, including schedules and exhibits, and any amendments, waivers, consents, supplements or other modification to this Agreement or any other Loan Document and (ii) the Agent and the Lenders in connection with the enforcement by the Lenders or the Agent of, or the protection of rights under, this Agreement and each other Loan Document. The Agent, the other Agents, the Arranger and each Lender agree to the extent feasible, and to the extent a conflict of interest does not exist in the reasonable opinion of the Agent, the other Agents, the Arranger or any Lender, to use one law firm in each jurisdiction in connection with the foregoing, to the extent they seek reimbursement for the expenses thereof from the Borrower. Each Lender agrees to reimburse the Agent on demand for such Lender’s pro rata share (based upon its respective Percentage) of any such costs or expenses not paid by the Borrower. In addition, the Borrower agrees to pay, and to save the Agent, the other Agents, the Arranger, and the Lenders harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Agreement, the Borrowings hereunder, or of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith.

SECTION 10.4 Indemnification . In consideration of the execution and delivery of this Agreement by each Lender and the extension of the Commitments, the Borrower hereby indemnifies, exonerates and holds each Agent, the Arranger and each Lender and each of their respective officers, directors, employees and agents (collectively, the “ Indemnified Parties ”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNIFIED PARTIES , free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including reasonable attorneys’ fees and disbursements (collectively, the “ Indemnified Liabilities ”), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan; the entering into and performance of this

Agreement and any other Loan Document by any of the Indemnified Parties; any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Borrower or any of its Restricted Subsidiaries of all or any portion of the stock or assets of any Person, whether or not such Agent, the Arranger or such Lender is party thereto; any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment or the Release by the Borrower or any of its Restricted Subsidiaries of any Hazardous Material; or the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by the Borrower or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, the Borrower or such Subsidiary, except for any such Indemnified Liabilities which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the relevant Indemnified Party’s gross negligence or willful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

SECTION 10.5 Survival . The obligations of the Borrower under Sections 4.3 , 4.4 , 4.5 , 4.6 , 10.3 and 10.4 , and the obligations of the Lenders under Section 9.1 , shall in each case survive any termination of this Agreement, the payment in full of all Obligations and the termination of all Commitments.

SECTION 10.6 Severabilit y. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 10.7 Headings . The various headings of this Agreement and of each other Loan Document are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or such other Loan Document or any provisions hereof or thereof.

SECTION 10.8 Governing Law; Entire Agreement . THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. This Agreement and the other Loan Documents constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

SECTION 10.9 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided , however , that: (a) the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the Agent and all Lenders; and (b) the rights of sale, assignment and transfer of the Lenders are subject to Section 10.10 .

SECTION 10.10 Sale and Transfer of Loans and Commitments; Participations in Loans and Commitments . Each Lender may assign, or sell participations in, its Loans and Commitments to one or more other Persons in accordance with this Section.

SECTION 10.10.1 Assignments . Any Lender (a) with the written consents of the Borrower (provided that the consent of the Borrower shall not be required if an Event of Default has occurred and is continuing) and the Agent (which consents of the Borrower, if applicable, and the Agent shall not be unreasonably delayed or withheld), may at any time assign and delegate to one or more commercial banks or other financial institutions, and (b) with notice to the Borrower and the Agent, but without the consent of the Borrower or the Agent, may assign and delegate to any of its Affiliates or to any other Lender or Lender Affiliate (each Person described in either of the foregoing clauses as being the Person to whom such assignment and delegation is to be made, being hereinafter referred to as an “ Assignee Lender ”), all or any fraction of such Lender’s total Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loans and Commitments and which shall be of equal pro rata shares of the Facility) in a minimum aggregate amount of $10,000,000; provided , however , that any such Assignee Lender will comply, if applicable, with the provisions contained in the last sentence of Section 4.6 and further , provided , however , that, the Borrower and the Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee Lender until (i) written notice of such assignment and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to the Borrower and the Agent by such Lender and such Assignee Lender, (ii) such Assignee Lender shall have executed and delivered to the Borrower and the Agent a Lender Assignment Agreement, accepted by the Agent, (iii) such Assignee Lender shall have delivered to the Agent an Administrative Questionnaire, and (iii) the processing fees described below shall have been paid.

From and after the date that the Agent accepts such Lender Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with such Lender Assignment Agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its obligations hereunder and under the other Loan Documents. Accrued interest on that part of the predecessor Loans and Commitments, and accrued fees, shall be paid as provided in the Lender Assignment Agreement. Accrued interest on that part of the predecessor Loans and Commitments shall be paid to the assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in this Agreement. Such assignor Lender or such Assignee Lender must also pay a processing fee to the Agent upon delivery of any Lender Assignment Agreement in the amount of $3,500. Any attempted assignment and delegation not made in accordance with this Section shall be null and void.

SECTION 10.10.2 Participations . Any Lender may at any time sell to one or more commercial banks or other Persons (each of such commercial banks and other Persons being herein called a “ Participant ”) participating interests in any of the Loans, Commitments or other

interests of such Lender hereunder; provided , however , that (a) no participation contemplated in this Section 10.10 shall relieve such Lender from its Commitments or its other obligations hereunder or under any other Loan Document, (b) such Lender shall remain solely responsible for the performance of its Commitments and such other obligations, (c) the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and each of the other Loan Documents, (d) no Participant, unless such Participant is an Affiliate of such Lender, or is itself a Lender, shall be entitled to require such Lender to take or refrain from taking any action hereunder or under any other Loan Document, except that such Lender may agree with any Participant that such Lender will not, without such Participant’s consent, take any actions of the type described in clause (b) or (c) of Section 10.1 , and (e) the Borrower shall not be required to pay any amount under Section 4.6 that is greater than the amount which it would have been required to pay had no participating interest been sold. The Borrower acknowledges and agrees that each Participant, for purposes of Sections 4.3 , 4.4 , 4.5 , 4.6 , 4.7 , 4.8 , 4.9 and 10.4 , shall be considered a Lender; provided that this sentence shall not obligate the Borrower to pay more under such Sections that it would be obligated to pay had no such participation been granted.

SECTION 10.10.3 Pledge by Lender . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 10.11 Other Transactions . Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 10.12 Confidentiality . Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any Hedging Agreement, (g) with the consent of Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section by any Person or (ii) becomes available to any Agent or any Lender on a nonconfidential basis from a source other

than Borrower or any of its Affiliates. For the purposes of this Section, “ Information ” means all information received from Borrower or its Affiliate relating to Borrower and its Subsidiaries or their business, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by Borrower or any of its Affiliates. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 10.13 Forum Selection and Consent to Jurisdiction . ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF TEXAS OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS; PROVIDED , HOWEVER , THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER, THE AGENT, AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE BORROWER, THE AGENT, AND EACH LENDER FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TEXAS. THE BORROWER, THE AGENT, AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

SECTION 10.14 Waiver of Jury Trial . THE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS OR THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

SECTION 10.15 NO ORAL AGREEMENTS . THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

	NOBLE ENERGY, INC.


	By:
	Name:
	Title:

S-1

	JPMORGAN CHASE BANK, individually as a Lender and as the Administrative Agent


	By:
	Name:
	Title:

S-2

	WACHOVIA BANK, NATIONAL ASSOCIATION, individually as a Lender and as the Syndication Agent


	By:
	Name:
	Title:

S-3

	SOCIÉTÉ GÉNÉRALE, individually as a Lender and as a Co-Documentation Agent


	By:
	Name:
	Title:

	By:
	Name:
	Title:

S-4

	CITIBANK, N.A., individually as a Lender and as a Co-Documentation Agent


	By:
	Name:
	Title:

S-5

	DEUTSCHE BANK AG NEW YORK BRANCH, individually as a Lender and as a Co- Documentation Agent


	By:
	Name:
	Title:

	By:
	Name:
	Title:

S-6

	THE ROYAL BANK OF SCOTLAND PLC, individually as a Lender and as a Co- Documentation Agent


	By:
	Name:
	Title:

S-7

	BNP PARIBAS, individually as a Lender and as a Co-Agent


	By:
	Name:
	Title:

S-8

	CREDIT LYONNAIS, NEW YORK BRANCH, individually as a Lender and as a Co-Agent


	By:
	Name:
	Title:

S-9

	THE BANK OF NEW YORK, individually as a Lender


	By:
	Name:
	Title:

S-10

	DEN NORSKE BANK ASA, individually as a Lender


	By:
	Name:
	Title:


	By:
	Name:
	Title:

S-11

	KBC BANK, N.V., individually as a Lender


	By:
	Name:
	Title:

S-12

	COMPASS BANK, individually as a Lender


	By:
	Name:
	Title:

S-13

SCHEDULE I

DISCLOSURE SCHEDULE

ITEM 5.1.5 Material Adverse Change . None.

ITEM 6.5 Financial Information . None.

ITEM 6.7 Litigation . None.

ITEM 6.10 Employee Benefit Plans . Noble Energy, Inc. and Samedan Oil Corporation provide subsidized health care and life insurance benefits to their early retirees (retirees who have completed at least twenty years of service or retirees who have attained age 55 and completed at least five years of service) for the period of their retirement prior to attaining age 65.

SCHEDULE II

SCHEDULE OF COMMITMENTS

NAME OF LENDER	COMMITMENTS
JPMorgan Chase Bank	$	27,065,000.00
Wachovia Bank, National Association	$	27,065,000.00
Citibank, N.A.	$	22,500,000.00
Société Générale	$	20,000,000.00
Deutsche Bank AG New York Branch	$	20,000,000.00
The Royal Bank of Scotland plc	$	20,000,000.00
BNP Paribas	$	17,500,000.00
Credit Lyonnais, New York Branch	$	17,500,000.00
The Bank of New York	$	10,000,000.00
Den Norske Bank ASA	$	10,000,000.00
KBC Bank, N.V.	$	6,700,000.00
Compass Bank	$	1,670,000.00
TOTAL	$	200,000,000

SCHEDULE 6.8

SUBSIDIARIES

Name	State or Jurisdiction of Organization	Ownership %	Restricted/ Unrestricted Subsidiary
Noble Gas Marketing, Inc.	Delaware	100% owned by Noble Energy, Inc.	Unrestricted
Noble Gas Pipeline, Inc.	Delaware	100% owned by Noble Gas Marketing, Inc.	Unrestricted
Noble Trading, Inc.	Delaware	100% owned by Noble Energy, Inc.	Unrestricted
NPM, Inc.	Delaware	100% owned by Noble Energy, Inc.	Restricted
Samedan Oil Corporation	Delaware	100% owned by Noble Energy, Inc.	Restricted
Samedan Oil of Canada, Inc.	Delaware	100% owned by Samedan Oil Corporation	Restricted
Samedan North Sea, Inc.	Delaware	100% owned by Samedan Oil Corporation	Restricted
Samedan Oil of Indonesia, Inc.	Delaware	100% owned by Samedan Oil Corporation	Restricted
Samedan Pipe Line Corporation	Delaware	100% owned by Samedan Oil Corporation	Restricted
Samedan Royalty Corporation	Delaware	100% owned by Samedan Oil Corporation	Restricted
Comin 1989 Partnership	Oklahoma	52.267% general partnership interest owned by Samedan Royalty Corporation	Restricted
Samedan of Tunisia, Inc.	Delaware	100% owned by Samedan Oil Corporation	Restricted
Samedan, Mediterranean Sea, Inc.	Delaware	100% owned by Samedan Oil Corporation	Unrestricted
Samedan of North Africa, Inc.	Delaware	100% owned by Samedan Oil Corporation	Unrestricted
Samedan Vietnam Limited	Cayman Islands	100% owned by Samedan of North Africa, Inc.	Unrestricted
EDC Ireland	Cayman Islands	100% owned by Samedan of North Africa, Inc.	Unrestricted

Name	State or Jurisdiction of Organization	Ownership %	Restricted/ Unrestricted Subsidiary
Samedan International	Cayman Islands	100% owned by Samedan of North Africa, Inc.	Unrestricted
Machalapower Cia. Lpda.	Cayman Islands	100% owned by Samedan International	Unrestricted
Samedan, Mediterranean Sea	Cayman Islands	100% owned by Samedan International	Unrestricted
Samedan Transfer Sub	Cayman Islands	100% owned by Samedan International	Unrestricted
Temin 1987 Partnership	Oklahoma	50.35% general partnership interest owned by Samedan Oil Corporation and 5.263% general partnership interest owned by Samedan Royalty Corporation	Restricted
Energy Development Corporation (Argentina), Inc.	Delaware	100% owned by Samedan Oil Corporation	Unrestricted
Energy Development Corporation (China), Inc.	Delaware	100% owned by Samedan Oil Corporation	Unrestricted
Energy Development Corporation (HIPS), Inc.	Delaware	100% owned by Samedan Oil Corporation	Restricted
EDC Ecuador Ltd.	Delaware	100% owned by Samedan Oil Corporation	Unrestricted
EDC Ecuador Limited	Cayman Islands	100% owned by EDC Ecuador Ltd.	Unrestricted
EDC Australia Ltd.	Delaware	100% owned by Samedan Oil Corporation	Restricted

Name	State or Jurisdiction of Organization	Ownership %	Restricted/ Unrestricted Subsidiary
EDC Portugal Ltd.	Delaware	100% owned by Samedan Oil Corporation	Restricted
Gasdel Pipeline System Incorporated	New Jersey	100% owned by Samedan Oil Corporation	Restricted
Producers Service, Inc.	New Jersey	100% owned by Samedan Oil Corporation	Restricted
HGC, Inc.	Delaware	100% owned by Samedan Oil Corporation	Restricted
EDC (UK) Limited	Delaware	100% owned by Samedan Oil Corporation	Restricted
EDC Denmark, Inc.	Delaware	100% owned by EDC (UK) Limited	Restricted
EDC (Europe) Limited	England	100% owned by EDC Denmark, Inc.	Restricted
EDC (ISE) Limited	Scotland	100% owned by EDC (Europe) Limited	Restricted
EDC (Oilex) Limited	England	100% owned by EDC (Europe) Limited	Restricted
Brabant Oil Limited	England	100% owned by EDC (Europe) Limited	Restricted
LaTex Resources Inc.	Colorado	100% owned by Noble Energy, Inc.	Unrestricted

SCHEDULE 7.2

EXISTING LIENS

NONE

EXHIBIT 2.5

BORROWING REQUEST

JPMorgan Chase Bank, as Administrative Agent
Agency Services
One Chase Manhattan Plaza, 8th Floor
New York, NY 10081
Attention:	Muniram Appanna
Telephone No.:	(212) 552-7943
Facsimile No.:	(212) 552-3295

JPMorgan Chase Bank, as Administrative Agent
Global Oil & Gas Group
600 Travis, 20th Floor
Houston, Texas 77002
Attention:	Peter Licalzi
Telephone:	713-216-8869
Facsimile:	713-216-4117

NOBLE ENERGY, INC.

Gentlemen and Ladies:

This Borrowing Request is delivered to you pursuant to Section 2.5 of the 364-Day Credit Agreement, dated as of November 27, 2002 (as may be amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among Noble Energy, Inc., a Delaware corporation (the “ Borrower ”), JPMorgan Chase Bank, as administrative agent (in such capacity, together with any successor(s) thereto in such capacity, the “ Agent ”), Wachovia Bank, National Association, as syndication agent, Société Générale, Citibank, N.A., Deutsche Bank AG New York Branch, and The Royal Bank of Scotland plc, as co-documentation agents, and certain commercial lending institutions as are or may become Lenders thereunder. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby requests that a [Revolving] [Term] Loan be made in the aggregate principal amount of $ on , as a [Eurodollar Loan having an Interest Period of months] [Base Rate Loan].

The Borrower hereby acknowledges that, pursuant to Section 5.2.2 of the Credit Agreement, each of the delivery of this Borrowing Request and the acceptance by the Borrower of the proceeds of the Loans requested hereby constitute a representation and warranty by the Borrower that, on the date of such Loans, and before and after giving effect thereto and to the

application of the proceeds therefrom, all statements set forth in Section 5.2.1 are true and correct in all material respects.

The Borrower agrees that if prior to the time of the Borrowing requested hereby any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify the Agent. Except to the extent, if any, that prior to the time of the Borrowing requested hereby the Agent shall receive written notice to the contrary from the Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct at the date of such Borrowing as if then made.

Please wire transfer the proceeds of the Borrowing to the accounts of the following persons at the financial institutions indicated respectively:

Amount to be	Person to be Paid		Name, Address, etc.
Transferred	Name	Account No.	of Transferee Lender
$			Attention:
$			Attention:
Balance of such proceeds	The Borrower		Attention:

The Borrower has caused this Borrowing Request to be executed and delivered, and the certification and warranties contained herein to be made, by its duly Authorized Officer this day of , 200 .

	NOBLE ENERGY, INC.

	By
	Name:
	Title:

EXHIBIT 2.6

CONTINUATION/CONVERSION NOTICE

JPMorgan Chase Bank, as Administrative Agent
Agency Services
One Chase Manhattan Plaza, 8th Floor
New York, NY 10081
Attention:		Muniram Appanna
Telephone No.:		(212) 552-7943
Facsimile No.:		(212) 552-3295

JPMorgan Chase Bank, as Administrative Agent
Global Oil & Gas Group
600 Travis, 20th Floor
Houston, Texas 77002
Attention:	Peter Licalzi
Telephone:	713-216-8869
Facsimile:	713-216-4117

NOBLE ENERGY, INC.

Gentlemen and Ladies:

This Continuation/Conversion Notice is delivered to you pursuant to Section 2.6 of the 364-Day Credit Agreement, dated as of November 27, 2002 (as may be amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among Noble Energy, Inc., a Delaware corporation (the “ Borrower ”), JPMorgan Chase Bank, as administrative agent (in such capacity, together with any successor(s) thereto in such capacity, the “ Agent ”), Wachovia Bank, National Association, as syndication agent, Société Générale, Citibank, N.A., Deutsche Bank AG New York Branch, and The Royal Bank of Scotland plc, as co-documentation agents, and certain commercial lending institutions as are or may become Lenders thereunder. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

The Borrower hereby requests that on , 200 ,

(1) $ of the presently outstanding principal amount of the [Revolving] [Term] Loans originally made on , 200 [and $ of the presently outstanding principal amount of the [Revolving] [Term] Loans originally made on , 200 ],

(2) and all presently being maintained as [Base Rate Loans] [Eurodollar Loans] [Term Loans],

(3) be [converted into] [continued as],

(4) [Eurodollar Loans having an Interest Period of months] [Base Rate Loans].

The Borrower hereby:

(a) certifies and warrants that no Default or Event of Default has occurred and is continuing; and

(b) agrees that if prior to the time of such continuation or conversion any matter certified to herein by it will not be true and correct at such time as if then made, it will immediately so notify the Agent.

Except to the extent, if any, that prior to the time of the continuation or conversion requested hereby the Agent shall receive written notice to the contrary from the Borrower, each matter certified to herein shall be deemed to be certified at the date of such continuation or conversion as if then made.

The Borrower has caused this Continuation/Conversion Notice to be executed and delivered, and the certification and warranties contained herein to be made, by its Authorized Officer this day of , 200 .

	NOBLE ENERGY, INC.


	By
	Name:
	Title:

EXHIBIT 2.9

FORM OF LENDER CERTIFICATE

, 200

To: JP MORGAN CHASE BANK,

as Administrative Agent

Reference is made to that certain 364-Day Credit Agreement, dated as of November 27, 2002 (as may be amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among Noble Energy, Inc., a Delaware corporation (the “ Borrower ”), JPMorgan Chase Bank, as administrative agent (in such capacity, together with any successor(s) thereto in such capacity, the “ Agent ”), Wachovia Bank, National Association, as syndication agent, Société Générale, Citibank, N.A., Deutsche Bank AG New York Branch, and The Royal Bank of Scotland plc, as co-documentation agents, and certain commercial lending institutions as are or may become Lenders thereunder. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

[ Language for Existing Lender ]

[ Please be advised that the undersigned has agreed to increase its Commitment under the Credit Agreement effective , 200 from $ to $ and (b) that it shall continue to be a party in all respect to the Credit Agreement and the other Loan Documents.]

[ Language for New Lender ]

[ Please be advised that the undersigned has agreed (a) to become a Lender under the Credit Agreement effective , 200 with a Commitment of $ and (b) that it shall be deemed to be a party in all respect to the Credit Agreement and the other Loan Documents.]

	Very truly yours,


	By:
	Name:
	Title:

Accepted and Agreed:

JPMORGAN CHASE BANK, as Administrative Agent


By:
Name:
Title:

Accepted and Agreed:

NOBLE ENERGY, INC.


By:
Name:
Title:

EXHIBIT 5.1.3

[Opinion of Counsel to the Borrower]

EXHIBIT 10.10

LENDER ASSIGNMENT AGREEMENT

To:	Noble Energy, Inc.,
	as the Borrower

To:	JPMorgan Chase Bank,
	as Administrative Agent

NOBLE ENERGY, INC.

Gentlemen and Ladies:

We refer to Section 10.10.1 of the 364-Day Credit Agreement, dated as of November 27, 2002 (as may be amended, supplemented, restated or otherwise modified from time to time, the “ Credit Agreement ”), among Noble Energy, Inc., a Delaware corporation (the “ Borrower ”), JPMorgan Chase Bank, as administrative agent (in such capacity, together with any successor(s) thereto in such capacity, the “ Agent ”), Wachovia Bank, National Association, as syndication agent, Société Générale, Citibank, N.A., Deutsche Bank AG New York Branch, and The Royal Bank of Scotland plc, as co-documentation agents, and certain commercial lending institutions as are or may become Lenders thereunder. Unless otherwise defined herein or the context otherwise requires, terms used herein have the meanings provided in the Credit Agreement.

This agreement is delivered to you pursuant to Section 10.10.1 of the Credit Agreement and also constitutes notice to each of you, pursuant to Section 10.10.1 of the Credit Agreement, of the assignment and delegation to (the “ Assignee ”) of % of the Loans and Commitments of (the “ Assignor ”) outstanding under the Credit Agreement on the date hereof. After giving effect to the foregoing assignment and delegation, the Assignor’s and the Assignee’s Percentages for the purposes of the Credit Agreement are set forth opposite such Person’s name on the signature pages hereof.

[Add paragraph dealing with accrued interest and fees with respect to Loans assigned, if applicable.]

The Assignee hereby acknowledges and confirms that it has received a copy of the Credit Agreement and the exhibits related thereto, together with copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Loans thereunder. The Assignee further confirms and agrees that in becoming a Lender and in making its Commitments and Loans under the Credit Agreement, such actions have and will be made without recourse to, or representation or warranty by the Agent.

Except as otherwise provided in the Credit Agreement, effective as of the date of acceptance hereof by the Agent

(a) the Assignee (i) shall be deemed automatically to have become a party to the Credit Agreement, have all the rights and obligations of a “Lender” under the Credit Agreement and the other Loan Documents as if it were an original signatory thereto to the extent specified in

the second paragraph hereof; and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents as if it were an original signatory thereto; and

(b) the Assignor shall be released from its obligations under the Credit Agreement and the other Loan Documents to the extent specified in the second paragraph hereof.

The Assignor and the Assignee hereby agree that the [Assignor] [Assignee] will pay to the Agent the processing fee referred to in Section 10.10.1 of the Credit Agreement upon the delivery hereof.

The Assignee hereby advises each of you of the following administrative details with respect to the assigned Loans and Commitments and requests the Agent to acknowledge receipt of this document:

(A)	Address for Notices:

		Institution Name:

		Attention:

		Domestic Office:

		Telephone:

		Facsimile:

		Telex (Answerback):

		LIBOR Office:

		Telephone:

		Facsimile:

		Telex (Answerback):

(B)	Payment Instructions:

The Assignee agrees to furnish to the Agent (i) the tax form required by Section 4.6 (if so required) of the Credit Agreement no later than the date of acceptance hereof by the Agent and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Agent, duly completed by the Assignee.

This Agreement may be executed by the Assignor and Assignee in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Adjusted Percentage			[ASSIGNOR]

Commitment and Loans: %
			By:
			Name:
			Title:

Percentage			[ASSIGNEE]

Commitment and Loans: %
			By:
			Name:
			Title:

Accepted and Acknowledged this day of , 200 ,

JPMORGAN CHASE BANK, as Administrative Agent

By:
Name:
Title:

TABLE OF CONTENTS

ARTICLE I		DEFINITIONS AND ACCOUNTING TERMS
	SECTION 1.1		Defined Terms
	SECTION 1.2		Use of Defined Terms
	SECTION 1.3		Cross-References
	SECTION 1.4		Accounting and Financial Determinations
ARTICLE II		THE FACILITY AND BORROWING PROCEDURES
	SECTION 2.1		Facility
	SECTION 2.2		[Intentionally Omitted]
	SECTION 2.3		Reduction of Commitment Amount
	SECTION 2.4		Base Rate Loans and Eurodollar Loans
	SECTION 2.5		Borrowing Procedures for Loans
	SECTION 2.6		Continuation and Conversion Elections
	SECTION 2.7		Funding
	SECTION 2.8		Repayment of Loans; Evidence of Debt
	SECTION 2.9		Addition of Lenders and Increase in Commitment Amount
ARTICLE III		REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
	SECTION 3.1		Repayments and Prepayments
	SECTION 3.2		Interest Provisions
	SECTION 3.3		Fees
ARTICLE IV		CERTAIN EURODOLLAR AND OTHER PROVISIONS
	SECTION 4.1		Eurodollar Lending Unlawful
	SECTION 4.2		Deposits Unavailable or Eurodollar Interest Rate Unascertainable
	SECTION 4.3		Increased Eurodollar Borrowing Costs, etc
	SECTION 4.4		Funding Losses
	SECTION 4.5		Increased Capital Costs
	SECTION 4.6		Taxes
	SECTION 4.7		Special Fees in Respect of Reserve Requirements
	SECTION 4.8		Payments, Computations, etc
	SECTION 4.9		Sharing of Payments

	SECTION 4.10		Replacement of Lender on Account of Increased Costs, Eurodollar Lending Unlawful, Reserve Requirements, Taxes, Certain Dissents, etc
	SECTION 4.11		Maximum Interest
ARTICLE V		CONDITIONS
	SECTION 5.1		Effective Date
	SECTION 5.2		All Borrowings
ARTICLE VI		REPRESENTATIONS AND WARRANTIES
	SECTION 6.1		Organization, etc
	SECTION 6.2		Due Authorization, Non-Contravention, etc
	SECTION 6.3		Government Approval, Regulation, etc
	SECTION 6.4		Validity, etc
	SECTION 6.5		Financial Information
	SECTION 6.6		No Material Adverse Change
	SECTION 6.7		Litigation, Labor Controversies, etc
	SECTION 6.8		Subsidiaries
	SECTION 6.9		Taxes
	SECTION 6.10		Pension and Welfare Plans
	SECTION 6.11		Environmental Warranties and Compliance
	SECTION 6.12		Regulation U
	SECTION 6.13		Accuracy of Information
	SECTION 6.14		Use of Proceeds
ARTICLE VII		COVENANTS
	SECTION 7.1		Affirmative Covenants
	SECTION 7.2		Negative Covenants
ARTICLE VIII		EVENTS OF DEFAULT
	SECTION 8.1		Listing of Events of Default
	SECTION 8.2		Action if Bankruptcy
	SECTION 8.3		Action if Other Event of Default
ARTICLE IX		THE AGENTS
	SECTION 9.1		Actions
	SECTION 9.2		Funding Reliance, etc

	SECTION 9.3		Exculpation
	SECTION 9.4		Successor
	SECTION 9.5		Loans by the Agents
	SECTION 9.6		Credit Decisions
	SECTION 9.7		Copies, etc
ARTICLE X		MISCELLANEOUS PROVISIONS
	SECTION 10.1		Waivers, Amendments, etc
	SECTION 10.2		Notices
	SECTION 10.3		Payment of Costs, Expenses and Taxes
	SECTION 10.4		Indemnification
	SECTION 10.5		Survival
	SECTION 10.6		Severability
	SECTION 10.7		Headings
	SECTION 10.8		Governing Law; Entire Agreement
	SECTION 10.9		Successors and Assigns
	SECTION 10.10		Sale and Transfer of Loans and Commitments; Participations in Loans and Commitments
	SECTION 10.11		Other Transactions
	SECTION 10.12		Confidentiality
	SECTION 10.13		Forum Selection and Consent to Jurisdiction
	SECTION 10.14		Waiver of Jury Trial
	SECTION 10.15		NO ORAL AGREEMENTS

iii

SCHEDULES AND EXHIBITS

SCHEDULE I	-	Disclosure Schedule
SCHEDULE II	-	Schedule of Commitments
SCHEDULE 6.8	-	Subsidiaries
SCHEDULE 7.2	-	Existing Liens

EXHIBIT 2.5	-	Form of Borrowing Request
EXHIBIT 2.6	-	Form of Continuation/Conversion Notice
EXHIBIT 2.9	-	Form of Lender Certificate
EXHIBIT 5.1.3	-	Form of Opinion of Counsel
EXHIBIT 10.10	-	Form of Lender Assignment Agreement

EXHIBIT 21

TO FORM 10-K

SUBSIDIARIES

NAME	STATE OF JURISDICTION OF ORGANIZATION	REF

LaTex Resources Inc.	Colorado	(1)
NPM, Inc.	Delaware	(1)
Noble Energy Marketing, Inc.	Delaware	(1)
Noble Gas Pipeline, Inc.	Delaware	(2)
Samedan Oil of Canada, Inc.	Delaware	(1)
Samedan of North Africa, Inc.	Delaware	(1)
Samedan North Sea, Inc.	Delaware	(1)
Samedan Oil of Indonesia, Inc.	Delaware	(1)
Samedan Pipe Line Corporation	Delaware	(1)
Samedan Royalty Corporation	Delaware	(1)
Samedan of Tunisia, Inc.	Delaware	(1)
Samedan, Mediterranean Sea, Inc.	Delaware	(1)
EDC Ireland	Cayman Islands	(3)
Samedan International	Cayman Islands	(3)
Samedan Vietnam Limited	Cayman Islands	(3)
Machalapower Cia. Ltda.	Cayman Islands	(4)
Samedan, Mediterranean Sea	Cayman Islands	(4)
Samedan Transfer Sub	Cayman Islands	(4)
Atlantic Methanol Capital Company	Cayman Islands	(5)
Samedan Methanol	Cayman Islands	(6)
Atlantic Methanol Associates LLC	Cayman Islands	(7)
Atlantic Methanol Production Company LLC	Cayman Islands	(8)
AMPCO Marketing, L.L.C.	Michigan	(5)
AMPCO Services, L.L.C.	Michigan	(5)
Alba Associates LLC	Cayman Islands	(9)
Alba Plant LLC	Cayman Islands	(10)
Energy Development Corporation (Argentina), Inc.	Delaware	(1)
Energy Development Corporation (China), Inc.	Delaware	(1)
Energy Development Corporation (HIPS), Inc.	Delaware	(1)
EDC Ecuador Ltd.	Delaware	(1)
EDC Ecuador Limited	Cayman Islands	(13)
EDC (Denmark) Inc.	Delaware	(11)
EDC Australia Ltd.	Delaware	(1)
EDC Portugal Ltd.	Delaware	(1)
Gasdel Pipeline System Incorporated	New Jersey	(1)
Producers Service, Inc.	New Jersey	(1)
HGC, Inc.	Delaware	(1)
EDC (UK) Limited	Delaware	(1)
EDC (Europe) Limited	United Kingdom	(11)
EDC (ISE) Limited	United Kingdom	(12)
Brabant Oil Limited	United Kingdom	(12)
EDC (Oilex) Limited	United Kingdom	(12)

REFERENCES:

(1)		100% directly owned by Noble Energy, Inc. (Registrant)
(2)		100% directly owned by Noble Energy Marketing, Inc.
(3)		100% directly owned by Samedan of North Africa, Inc.
(4)		100% directly owned by Samedan International
(5)		50% directly owned by Samedan of North Africa, Inc.
(6)		100% directly owned by Atlantic Methanol Capital Company
(7)		50% directly owned by Samedan Methanol
(8)		90% directly owned by Atlantic Methanol Associates LLC
(9)		34.7% directly owned by Samedan International
(10)		80% directly owned by Alba Associates LLC
(11)		100% directly owned by EDC (UK) Limited
(12)		100% directly owned by EDC (Europe) Limited
(13)		100% directly owned by EDC Ecuador Ltd.

Exhibit 23

Independent Auditors’ Consent

The Board of Directors

Noble Energy, Inc.:

We consent to the incorporation by reference in the registration statements (File Nos. 333-18929 and 333-82953) on Form S-3 and the registration statements (File Nos. 333-39299, 2-64600, 2-81590, 33-32692, 2-66654 and 33-54084) on Form S-8 of Noble Energy, Inc. of our report dated February 21, 2003 with respect to the consolidated balance sheet of Noble Energy, Inc. as of December 31, 2002 and the related consolidated statements of operations, shareholders’ equity and other comprehensive income, and cash flows for the year then ended, which report appears in the December 31, 2002, Annual Report on Form 10-K of Noble Energy, Inc.

Our report refers to our audit of the adjustments that were applied to revise the 2001 and 2000 financial statements, as more fully described in “Note 11 — Geographical Data” to the consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2001 and 2000 consolidated financial statements other than with respect to such adjustments.

KPMG LLP

Houston, Texas

March 11, 2003

EXHIBIT 99.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the accompanying Annual Report of Noble Energy, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2002 (the “Report”), I, Charles D. Davidson, Chief Executive Officer of the Company, hereby certify that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 11, 2003	/s/ Charles D. Davidson
	Charles D. Davidson ,
	Chief Executive Officer

EXHIBIT 99.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the accompanying Annual Report of Noble Energy, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2002 (the “Report”), I, James L. McElvany, Chief Financial Officer of the Company, hereby certify that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 11, 2003	/s/ James L. McElvany
	James L. McElvany
	Chief Financial Officer

Crude Oil and Natural Gas

Crude Oil Wells

December 31, 2002

Shares Outstanding

Per Share Data

2002 Daily Production by Quarter

Change in plan assets

Consolidated Balance Sheet (Unaudited)

Equity Method Subsidiaries

Assets

Liabilities, Minority Interest and Members’ Equity

Consolidated Statement of Operations (Unaudited)

Revenue

United States

Argentina

Ecuador

Equatorial Guinea

Israel

North Sea

Total

NOBLE AFFILIATES RETIREMENT PLAN

Shares
Outstanding

United
States

Equatorial
Guinea

North
Sea