Noble Energy Inc – ‘DEF 14A’ for 4/29/03

On:  Tuesday, 3/25/03, at 12:39pm ET   ·   Effective:  3/25/03   ·   For:  4/29/03   ·   Accession #:  950129-3-1524   ·   File #:  1-07964

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Noble Energy, Inc.                                    42    223K 

Document Table of Contents

DEF 14A
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SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

Filed by the registrant [X]                                           

Filed by a party other than the registrant [ ]                        

Check the appropriate box:                                            

 [ ] Preliminary proxy statement.       [ ] Confidential, for use of the
                                                Commission only (as permitted by
                                  Rule 14a-6(e)(2)).

[X] Definitive proxy statement.                                       

[ ] Definitive additional materials.                                  

[ ] Soliciting material pursuant to Section 240.14a-12                

NOBLE ENERGY, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant) 

Payment of filing fee (check the appropriate box):                              

[X] No fee required.                                                  

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.                                                         

(1) Title of each class of securities to which transaction applies:   

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(2) Aggregate number of securities to which transaction applies:      

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(3) Per unit price or other underlying value of transaction computed  
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):    

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(4) Proposed maximum aggregate value of transaction:                  

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(5) Total fee paid:                                                   

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[ ] Fee paid previously with preliminary materials.                   
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    [ ] Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee
   was paid previously. Identify the previous filing by registration
       statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:                                           

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(2) Form, Schedule or Registration Statement No.:                     

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(3) Filing Party:                                                     

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(4) Date Filed:                                                       

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NOBLE ENERGY, INC.
350 GLENBOROUGH DRIVE 
SUITE 100 
HOUSTON, TEXAS 77067

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 2003

To the Stockholders of                                                          
Noble Energy, Inc.:                                                             

The annual meeting of stockholders of NOBLE ENERGY, INC., a Delaware  
corporation (the "Company"), will be held on Tuesday, April 29, 2003, at 9:30   
a.m., Central time, at the Hotel Sofitel, located at 425 North Sam Houston      
Parkway East, Houston, Texas 77060, for the following purposes:                 

1. To elect the Board of Directors for the ensuing year;    

          2. To consider and vote upon a proposal to approve an amendment to the
  Company's 1992 Stock Option Plan to (a) increase the aggregate number of
shares that may be awarded by stock option grants and (b) increase the
maximum number of shares for which options may be awarded to a single 
employee in a single year; and                                        

      3. To transact such other business as may properly come before the
meeting or any adjournment thereof.                                   

     The Board of Directors has fixed the close of business on March 17, 2003 as
the record date for the determination of stockholders entitled to notice of and 
to vote at the meeting or any adjournment thereof. Only stockholders of record  
at the close of business on the record date are entitled to notice of and to    
vote at the meeting. A complete list of the stockholders will be available for  
examination at the offices of the Company in Houston, Texas, during ordinary    
business hours for a period of 10 days prior to the meeting.                    

A record of the Company's activities during 2002 and its financial    
statements for the fiscal year ended December 31, 2002 is contained in the      
Company's 2002 Annual Report on Form 10-K. The Annual Report does not form any  
part of the material for solicitation of proxies.                               

    All stockholders are cordially invited to attend the meeting. STOCKHOLDERS
ARE URGED, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING, TO COMPLETE, DATE AND
SIGN THE ACCOMPANYING PROXY AND TO RETURN IT PROMPTLY IN THE POSTAGE-PAID RETURN
ENVELOPE PROVIDED. If a stockholder who has returned a proxy attends the meeting
in person, the stockholder may revoke the proxy and vote in person on all       
matters submitted at the meeting.                                               

                                         By Order of the Board of Directors of
                      NOBLE ENERGY, INC.

                   Albert D. Hoppe
                                          Senior Vice President, General Counsel
                 and Secretary

Houston, Texas                                                                  
March 24, 2003                                                                  

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NOBLE ENERGY, INC.
350 GLENBOROUGH DRIVE 
SUITE 100 
HOUSTON, TEXAS 77067

PROXY STATEMENT 

FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 29, 2003

INTRODUCTION

The accompanying proxy, mailed together with this proxy statement, is 
solicited by and on behalf of the Board of Directors of the Company for use at  
the annual meeting of stockholders of the Company to be held on April 29, 2003, 
and at any adjournment thereof. The approximate date on which this proxy        
statement and the accompanying proxy will first be mailed to stockholders of the
Company is March 27, 2003.                                                      

Shares represented by valid proxies will be voted at the meeting in   
accordance with the directions given. If no direction is indicated, the shares  
will be voted (i) for election of the nominees for director named in the proxy; 
and (ii) for both proposed amendments to the 1992 Stock Option Plan (as further 
discussed below). Any stockholder of the Company returning a proxy has the right
to revoke the proxy at any time before it is voted by communicating the         
revocation in writing to Albert D. Hoppe, Secretary, Noble Energy, Inc., 350    
Glenborough Drive, Suite 100, Houston, Texas 77067, or by executing and         
delivering a proxy bearing a later date. No revocation by written notice or by  
delivery of another proxy shall be effective until the notice of revocation or  
other proxy, as the case may be, has been received by the Company at or prior to
the meeting.                                                                    

     In order for an item of business proposed by a stockholder to be considered
properly brought before the annual meeting of stockholders as an agenda item or 
to be included in the proxy statement, the By-laws of the Company require that  
the stockholder give written notice to the Secretary of the Company. The notice 
must specify certain information concerning the stockholder and the item of     
business proposed to be brought before the meeting. The notice must be received 
by the Secretary of the Company not later than 120 calendar days before the     
first anniversary of the release date of the previous year's annual meeting     
proxy statement; provided, however, that in the event that (i) no annual meeting
was held in the previous year or (ii) the date of the annual meeting has changed
by more than 30 days from the date of the previous year's meeting, notice by the
stockholder to be timely must be received no later than the close of business on
the tenth day following the earlier of the day on which notice of the meeting   
date was mailed or public disclosure of the meeting date was made. Accordingly, 
the Company must receive any stockholder notice in connection with the 2004     
annual meeting of stockholders no later than November 28, 2003.                 

VOTING PROCEDURES AND TABULATION                                                

   The Company will appoint one or more inspectors of election to act at the
meeting and to make a written report thereof. Prior to the meeting, the         
inspectors will sign an oath to perform their duties in an impartial manner and 
according to the best of their ability. The inspectors will ascertain the number
of shares outstanding and the voting power of each, determine the shares        
represented at the meeting and the validity of proxies and ballots, count all   
votes and ballots, and perform certain other duties as required by law.         

    The inspectors will tabulate the number of votes cast for or withheld from
each matter submitted at the meeting for a stockholder vote. Votes that are     
withheld will be excluded entirely from the vote and will have no effect. Under 
the rules of the New York Stock Exchange ("NYSE"), brokers who hold shares in   
street name have the authority to vote on certain "routine" items when they have
not received instructions from beneficial owners. Brokers will have             
discretionary authority to vote on each matter submitted at the meeting for a   
stockholder vote. Under applicable Delaware law and the Company's Certificate of
Incorporation and By-laws, a broker non-vote or other limited proxy will have no
effect on the outcome of the election of directors. In connection with the      
proposal to amend the Company's 1992 Stock Option and Restricted Stock          

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Plan, a broker non-vote will not be counted towards the presence of a quorum    
necessary to vote on the proposal.                                              

VOTING SECURITIES 

    Only holders of record of common stock of the Company, par value $3.33 1/3
per share (the "Common Stock"), at the close of business on March 17, 2003, the 
record date for the meeting, are entitled to notice of and to vote at the       
meeting. A majority of the shares of Common Stock entitled to vote, present in  
person or represented by proxy is necessary to constitute a quorum. On the      
record date for the meeting, there were issued and outstanding 57,387,559 shares
of Common Stock. Each share of Common Stock is entitled to one vote.            

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 

   The following tabulation sets forth as of March 17, 2003 information with
respect to the only persons who were known to the Company to be beneficial      
owners of more than five percent of the outstanding shares of Common Stock.     

                                                        [Enlarge/Download Table]

                                                             NUMBER OF SHARES     PERCENT 
NAME AND ADDRESS OF BENEFICIAL OWNER                       BENEFICIALLY OWNED(1)  OF CLASS
------------------------------------                       ---------------------  --------
                                                                                          
PRIMECAP Management Company...............................       6,026,800(2)      10.5%  
  225 South Lake Avenue, #400                                                             
  Pasadena, CA 91101-3005                                                                 
Capital Research & Management.............................       5,535,800          9.6%  
  333 South Hope                                                                          
  Los Angeles, CA 90071                                                                   
The Samuel Roberts Noble Foundation, Inc. ................       3,108,633(3)       5.4%  
  P.O. Box 2180                                                                           
  Ardmore, Oklahoma 73402                                                                 

---------------                                                                 

(1) Unless otherwise indicated, all shares listed are directly held with sole   
voting and investment power.                                            

(2) Included in the shares that are beneficially owned by PRIMECAP Management   
Company are 3,600,000 shares of Common Stock in which shared dispositive
power and sole voting power are owned by Vanguard PRIMECAP Fund.        

(3) The Samuel Roberts Noble Foundation, Inc. is an Oklahoma not-for-profit     
  corporation organized in 1952 as successor to a charitable trust formed in
1945. The Foundation is engaged in basic plant biology research and     
   agricultural research, consultation and demonstration. From time to time as
   funds are available, the Foundation also makes grants to various charitable
organizations. Michael A. Cawley, a director of the Company, serves as  
    President, Chief Executive Officer and a trustee of the Foundation. James C.
   Day, a director of the Company, also serves as a trustee of the Foundation.
   In the event of a vacancy in a trusteeship of the Foundation, a majority of
 the remaining trustees has the power to elect a successor trustee to fill
the vacancy.                                                            

PROPOSAL I

ELECTION OF DIRECTORS 

Seven directors, constituting the entire Board of Directors, are to be
elected at the meeting to serve until the next annual meeting of stockholders   
and until their successors have been elected and qualified. Six of the current  
nominees for director were elected directors of the Company by vote of the      
stockholders at the 2002 annual meeting. A seventh director position was created
by the Board of Directors effective August 1, 2002 and Kirby L. Hedrick was     
elected, effective August 1, 2002, by the Board to fill the new position.       

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  Generally, the Company's By-laws provide that a stockholder must deliver
written notice to the Secretary of the Company not later than 90 calendar days  
prior to the annual meeting naming the stockholder's nominee(s) for director and
specifying certain information concerning the stockholder and nominee(s).       
Accordingly, a stockholder's nominee(s) for director to be presented at the 2004
annual meeting of stockholders must be received by the Company no later than    
January 28, 2004.                                                               

   Directors are elected by plurality vote. All duly submitted and unrevoked
proxies in the form accompanying this proxy statement will be voted for the     
nominees selected by the Board of Directors, except where authorization so to   
vote is withheld. THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION  
OF ALL NOMINEES.                                                                

NOMINEES FOR DIRECTOR 

     Michael A. Cawley -- Mr. Cawley has served as President and Chief Executive
Officer of The Samuel Roberts Noble Foundation, Inc. since February 1, 1992,    
after serving as Executive Vice President of the Foundation since January 1,    
1991. Prior to 1991, Mr. Cawley was the President of Thompson, Cawley, Veazey & 
Burns, a professional corporation, attorneys at law. Mr. Cawley, age 55, has    
served as a trustee of the Foundation since 1988 and is also a director of      
Panhandle Royalty Company and Noble Corporation. He has served as a director of 
the Company since 1995 and its Lead Independent Director since 2001.            

   Edward F. Cox -- Mr. Cox has been a partner in the law firm of Patterson,
Belknap, Webb & Tyler LLP, New York, New York since March 1998 and a member of  
the firm's management committee since March 1999. Prior thereto, he was a       
partner in the law firm of Donovan Leisure Newton & Irvine, New York, New York  
for more than five years. Mr. Cox, age 56, has served as a director of the      
Company since 1984.                                                             

Charles D. Davidson -- Mr. Davidson has served as President and Chief 
Executive Officer of the Company since October 2000 and has served as Chairman  
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.                                                    

     James C. Day -- Mr. Day serves as Chairman of the Board and Chief Executive
Officer of Noble Corporation (formerly known as Noble Drilling Corporation). He 
has served as Chairman of the Board of Noble Corporation since October 1992 and 
Chief Executive Officer since January 1984. Mr. Day also served as President of 
Noble Corporation from January 1984 to January 1999. Additionally, Mr. Day, age 
59, is a director of Global Industries, Ltd. and a trustee of The Samuel Roberts
Noble Foundation, Inc. He served as a director of the Company from 1994 to 2000 
and again from September 2001 to date.                                          

 Kirby L. Hedrick -- Mr. Hedrick served as Executive Vice President over
upstream operations for Phillips Petroleum Company from 1997 until his          
retirement in 2000. Mr. Hedrick, age 50, was elected to the Company's Board of  
Directors on August 1, 2002.                                                    

  Dale P. Jones -- In October 1998, Mr. Jones retired from his position as
Vice Chairman of Halliburton Company, an energy services company, a position he 
had held since 1995. Prior thereto, Mr. Jones had served in various executive   
and management capacities for Halliburton for more than 30 years. He also served
as a consultant for Halliburton from October 2, 1998 until October 1, 2000. Mr. 
Jones, age 66, has served as a director of the Company since October 1998. Mr.  
Jones also serves as a director of Telsco Industries, Inc.                      

 Bruce A. Smith -- Mr. Smith has served as President and Chief Executive
Officer of Tesoro Petroleum Corporation since 1995 and has served as its        
Chairman since 1996. Mr. Smith, age 58, joined Tesoro in 1992. He was elected to
the Company's Board of Directors on March 6, 2002.                              

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INFORMATION CONCERNING THE BOARD OF DIRECTORS 

The Board of Directors held nine meetings in 2002, consisting of five 
regular meetings, the annual organizational meeting and three special meetings. 
At each regular Board meeting since July 2002, the independent directors have   
met in executive session, led by the Lead Independent Director and without the  
presence of the Company's Chief Executive Officer.                              

COMMITTEES OF THE BOARD                                                         

  The Board has four standing committees, whose names, current members and
primary functions are as follows:                                               

        Compensation, Benefits and Stock Option Committee -- Bruce A. Smith,
   Chairman; Edward F. Cox; Kirby L. Hedrick; and Dale P. Jones. The primary
    responsibility of the Compensation, Benefits and Stock Option Committee is
 to provide direction in the areas of (i) salary and bonus compensation,
    (ii) benefits, and (iii) stock options, particularly as these areas relate
to the Chief Executive Officer ("CEO") and other members of senior    
     management. The Compensation, Benefits and Stock Option Committee held five
   meetings during 2002. For more details, see information under the section
"Report of the Compensation, Benefits and Stock Option Committee on   
Executive Compensation."                                              

     Audit Committee -- Dale P. Jones, Chairman; Michael A. Cawley and
 Bruce A. Smith. The primary responsibility of the Audit Committee is to
   assist the Board of Directors in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process and 
   internal control systems, including overseeing the internal audit process
     and the annual independent audit of the Company's financial statements. The
Audit Committee held eight meetings during 2002. For more details, see
information under the section "Report of the Audit Committee."        

       Corporate Governance and Nominating Committee -- Michael A. Cawley,
    Chairman; Edward F. Cox; James C. Day; Dale P. Jones; Kirby L. Hedrick and
  Bruce A. Smith. The primary responsibilities of the Corporate Governance
     and Nominating Committee are (i) to provide a focus on corporate governance
 to enable and enhance the Company's short and long-term performance and
(ii) to engage in appropriate director selection, retention and       
  development. The Corporate Governance and Nominating Committee (formerly
known as the Nominating Committee) held five meetings during 2002. The
Corporate Governance and Nominating Committee will consider director  
nominees of security holders made in writing to the attention of a    
     committee member and delivered to the Company's principal address, provided
the nomination is timely made as provided on page 3 of this proxy     
statement.                                                            

        Environment, Health and Safety Committee -- Edward F. Cox, Chairman;
James C. Day; Charles D. Davidson; and Kirby L. Hedrick. The primary  
     responsibility of the Environment, Health and Safety Committee is to assist
    the Board of Directors in determining whether the Company has policies and
   procedures in place to facilitate compliance with applicable environment,
   health and safety laws. The environment, health and safety committee held
five meetings during 2002.                                            

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

     During 2002, James C. Day served as a member of the Company's Compensation,
Benefits and Stock Option Committee until his resignation from that Committee on
April 11, 2002. Mr. Day is the Chairman of the Board and Chief Executive Officer
of Noble Corporation. During 2002, the Company paid Noble Corporation (formerly 
Noble Drilling Corporation) approximately $3.4 million for drilling services. As
an operator, the Company also paid approximately $5.0 million to Noble          
Corporation on behalf of other working interest owners. During this period, the 
Company, as operator, also received payments from Noble Corporation of          
approximately $650,000 for certain Noble Corporation leasehold working interests
operated by the Company.                                                        

  Michael A. Cawley is President and Chief Executive Officer of The Samuel
Roberts Noble Foundation, Inc. Mr. Cawley and James C. Day are trustees of the  
Foundation. During 2002, the Company paid                                       

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approximately $170,000 to the Foundation, principally relating to reimbursement 
of expenses for the Company's use of an aircraft owned by the Foundation.       

     Bruce A. Smith is President and Chief Executive Officer of Tesoro Petroleum
Corporation. During 2002, the Company paid approximately $84,000 to Tesoro      
Marine Services, Inc., a subsidiary of Tesoro Petroleum Corporation, for        
supplies used in the Company's business.                                        

COMPENSATION OF DIRECTORS                                                       

  Directors who are not officers of the Company or any of its subsidiaries
receive an annual retainer of $37,500 and a fee of $1,000 for each Board or     
committee meeting attended. With the exception of the Audit Committee, the      
chairman of each committee, if not also an employee or officer of the Company,  
receives an additional annual retainer of $2,500. The chairman of the Audit     
Committee receives an additional $10,000. In April 2001, the non-employee       
directors established the position of "Lead Independent Director" and set an    
additional annual fee of $2,500 for the Lead Independent Director position. In  
January 2002, the annual fee for the Lead Independent Director position was     
increased to $12,000. The Company also reimburses directors for travel, lodging 
and related expenses they incur in attending Board and committee meetings.      

Non-employee directors are entitled to the benefit of the Company's   
Non-Employee Director Fee Deferral Plan. Under the terms of this plan,          
non-employee directors may, during a specified period of time each year, elect  
to have all of any portion of their director fees deferred for future payment by
the Company. The deferral may be in the form of a dollar amount and/or in the   
form of phantom stock units.                                                    

Non-Employee Director Stock Option Plan.  The 1988 Nonqualified Stock 
Option Plan for Non-Employee Directors, as amended, provides for the grant of   
nonqualified stock options to each director of the Company who is neither an    
employee nor officer of the Company. The plan provides generally for a fixed    
grant of options annually on each February 1 during the term of the plan. An    
automatic grant is made (i) to each new non-employee director at the time of the
director's election of an option to purchase 10,000 shares of Common Stock and  
(ii) to each incumbent non-employee director on February 1 each year of an      
option to purchase 5,000 shares of Common Stock. The purchase price per share of
Common Stock under the option is fair market value on the date of grant. The    
options have a ten-year term and are initially exercisable one year after date  
of grant.                                                                       

PROPOSAL II 

APPROVAL OF AMENDMENT TO
1992 STOCK OPTION PLAN

At the annual meeting, the Company's stockholders are being asked to  
approve an amendment to the 1992 Stock Option and Restricted Stock Plan (the    
"1992 Plan") to (1) increase the aggregate number of shares of the Company's    
Common Stock authorized for issuance under the 1992 Plan from 6,500,000 shares  
to 9,250,000 shares (an increase of 2,750,000 shares), and (2) increase the     
maximum number of shares of the Common Stock for which options and stock        
appreciation rights may be granted, and which may be awarded as restricted      
stock, to any one person during a calendar year from 80,000 shares to 200,000   
shares (an increase of 120,000 shares). The Board of Directors unanimously      
adopted this amendment on January 27, 2003, subject to stockholder approval at  
the annual meeting.                                                             

 As of March 17, 2003, options for 4,650,636 shares of Common Stock were
outstanding under the 1992 Plan, and 366,390 shares of Common Stock remained    
available for future grants and awards under the 1992 Plan. Approval by         
shareholders of the above proposal will increase the shares of Common Stock     
available for future grants and awards under the 1992 Plan to 3,116,390 shares. 
The shares of Common Stock issuable under the 1992 Plan may be drawn from shares
of the Company's authorized but unissued Common Stock or from shares of Common  
Stock reacquired by the Company, including shares repurchased on the open       
market.                                                                         

The proposed amendment will assure that the number of shares of Common
Stock available for issuance under the 1992 Plan will be sufficient to allow the
Company to continue to use equity incentives to attract,                        

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motivate and reward key employees of the Company. The proposed amendment will   
also permit the Compensation, Benefits and Stock Option Committee of the Board  
of Directors to make larger individual grants or awards under the 1992 Plan if  
the Committee determines that such grants or awards are in the best interests of
the Company. The proposed amendment will not be implemented unless approved by  
the stockholders.                                                               

    The following is a summary of the principal features of the 1992 Plan. The
summary does not purport to be a complete description of all provisions in 1992 
Plan and is qualified in its entirety by the text of the 1992 Plan, a copy of   
which is attached to this proxy statement as Appendix A. Capitalized terms not  
otherwise defined below have the meaning ascribed to them in the 1992 Plan.     

GENERAL                                                                         

 Under the 1992 Plan, shares of Common Stock may be subject to grants of
Incentive Options, Nonqualified Options, SARs or award of Restricted Stock to   
officers and other employees of the Company or one of its Affiliates. Options   
and any SARs related thereto may be granted, and Restricted Stock may be        
awarded, until the shares of Common Stock available under the 1992 Plan have    
been exhausted or the 1992 Plan has been terminated. Shares of Common Stock     
covered by an Option that expires or terminates prior to exercise and shares of 
Restricted Stock returned to the Company are again available for grant of       
Options and awards of Restricted Stock. The 1992 Plan contains antidilution     
provisions applicable in the event of increase or decrease in the number of     
outstanding shares of Common Stock, effected without receipt of consideration   
therefor by the Company, through a stock dividend or any recapitalization or    
merger or otherwise in which the Company is the surviving Company, resulting in 
a stock split-up, combination or exchange of shares of the Company, in which    
event appropriate adjustments will be made in the maximum number of shares      
subject to the 1992 Plan and the number of shares and option prices under then  
outstanding Options.                                                            

ADMINISTRATION                                                                  

     The 1992 Plan is administered by a committee (the "Committee") of the Board
of Directors of the Company. The Committee must consist of two or more directors
of the Company, all of whom must be (i) Non-Employee Directors as defined in    
Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange    
Act") and (ii) Outside Directors as defined in Section 162(m) of the Internal   
Revenue Code of 1986, as amended, and the regulations promulgated thereunder.   
The Committee determines the grants of Options and awards of Restricted Stock,  
the terms and provisions of the respective agreements covering the grants or    
awards and all other decisions concerning the 1992 Plan. The 1992 Plan provides 
that the determination of the Committee is binding with respect to all questions
of interpretation and application of the 1992 Plan and of Options granted or    
awards of Restricted Stock made thereunder, subject to the express provisions of
the 1992 Plan and except as set forth below under "Stock Options and SARs" and  
"Amendment of the 1992 Plan."                                                   

ELIGIBILITY                                                                     

    All regular salaried officers and other employees of the Company or one of
its Affiliates are eligible to participate in the 1992 Plan.                    

 As of March 17, 2003, 11 officers and approximately 600 other employees
were eligible to participate in the 1992 Plan.                                  

MARKET VALUE                                                                    

    On March 17, 2003, the reported closing price per share of Common Stock on
the New York Stock Exchange was $34.08.                                         

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STOCK OPTIONS AND SARS                                                          

    The 1992 Plan provides that, from time to time during the term of the 1992
Plan, the Committee, in its sole discretion, may grant Incentive Options,       
Nonqualified Options, Restricted Stock or any combination thereof to any        
employee eligible under the 1992 Plan. Each person who accepts an Option shall  
enter into an agreement with the Company whereupon the person shall become a    
participant in the 1992 Plan in accordance with the terms of the agreement.     

   The Committee may from time to time grant SARs in conjunction with all or
any portion of an Option either at the time of the initial Option grant or, with
respect to a Nonqualified Option, at any time after the initial Option grant    
while the Nonqualified Option is outstanding. SARs generally will be subject to 
the same terms and conditions and exercisable to the same extent as Options, as 
described above. SARs entitle an Optionee to receive without payment to the     
Company (except for applicable withholding taxes) the excess of the aggregate   
fair market value per share with respect to which the SAR is then being         
exercised (determined as of the date of the exercise) over the aggregate        
purchase price of the shares as provided in the related Option. Payment may be  
made in shares of already owned Common Stock or in cash, or a combination       
thereof, as determined by the Committee.                                        

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 the Share or (b) the Fair Market  
Value of the Share at the time the 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 the Share or (b) 100 percent of the Fair Market Value of the   
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 the 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. If the Company agrees to substitute a new option under the 1992 Plan
for an old Option, or to assume an old Option, as provided for in the 1992 Plan,
the option price of the Shares covered by each the new Option or assumed Option 
may be otherwise determined by a formula; 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 the 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 the 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 the substitution or        
assumption, on a Share by Share basis. Notwithstanding the foregoing, the new   
option price in the case of an Incentive Option shall be subject to the         
requirements of Section 424(a) of the Code and the Treasury regulations and     
revenue rulings promulgated thereunder.                                         

RESTRICTED STOCK                                                                

The 1992 Plan provides that Restricted Stock may be awarded by the    
Committee to the eligible recipients as it may determine from time to time. The 
eligible recipients are those individuals who are eligible for Option grants.   
Restricted Stock is Common Stock that may not be sold, assigned, transferred,   
discounted, exchanged, pledged or otherwise encumbered or disposed of until the 
terms and conditions set by the Committee, which terms and conditions may       
include, among other things, the achievement of specific goals, have been       
satisfied (the "Restricted Period"). During the Restricted Period, unless       
specifically provided otherwise in accordance with the terms of the 1992 Plan,  
the recipient of Restricted Stock would be the record owner of the shares and   
have all the rights of a stockholder with respect to the shares, including the  
right to vote and the right to receive dividends or other distributions made or 
paid with respect to the shares.                                                

   The 1992 Plan provides that the Committee has the authority to cancel all
or any portion of any outstanding restrictions prior to the expiration of the   
Restricted Period with respect to any and all of the shares                     

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of Restricted Stock awarded to an individual on the terms and conditions as the 
Committee may deem appropriate. If during the Restricted Period an individual's 
continuous employment terminates for any reason, any Restricted Stock remaining 
subject to restrictions will be forfeited by the individual and transferred at  
no cost to the Company; provided, however, that as noted above, the Committee   
has the authority to cancel any or all outstanding restrictions prior to the end
of the Restricted Period, including the cancellation of restrictions in         
connection with certain types of termination of employment.                     

AMENDMENT AND DURATION OF THE 1992 PLAN                                         

     The Board of Directors may at any time amend, suspend or terminate the 1992
Plan; provided, however, the Board may not, without approval of the stockholders
of the Company, amend the 1992 Plan so as to (i) increase the maximum number of 
shares subject thereto, or (ii) reduce the option price per share covered by    
Options granted under the 1992 Plan below the price specified in the 1992 Plan. 
Additionally, the Board may not modify, impair or cancel any outstanding Option 
or SARs related thereto, or the restrictions, terms or conditions applicable to 
Shares of Restricted Stock, without the consent of the holder thereof. No       
Incentive Option or SAR related thereto may be granted under the 1992 Plan after
December 9, 2006.                                                               

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES                                   

     The following summary is based upon an analysis of the Code, existing laws,
judicial decisions, administrative rulings, regulations and proposed            
regulations, all of which are subject to change. Moreover, the following is only
a summary of United States federal income tax consequences and the consequences 
may be either more or less favorable than those described below depending on an 
employee's particular circumstances.                                            

     Incentive Options.  No income will be recognized by an Optionee for federal
income tax purposes upon the grant or exercise of an Incentive Option; provided,
however, that to the extent that an Incentive Option is exercised more than     
three months (twelve months in the event of disability) from the date of        
termination of employment for any reason other than death, the Incentive Option 
will be taxed in the same manner described below for Nonqualified Options       
(rather than in the manner described herein for an Incentive Option). The basis 
of shares transferred to an Optionee pursuant to the exercise of an Incentive   
Option is the price paid for the shares. If the Optionee holds the shares for at
least one year after transfer of the shares to the Optionee and two years after 
the grant of the Incentive Option, the Optionee will recognize capital gain or  
loss upon sale of the shares received upon the exercise equal to the difference 
between the amount realized on the sale and the basis of the stock. Generally,  
if the shares are not held for that period, the Optionee will recognize ordinary
income upon disposition in an amount equal to the excess of the fair market     
value of the shares on the date of exercise over the amount paid for the shares,
or if less (and if the disposition is a transaction in which loss, if sustained,
would be recognized), the gain on disposition. Any additional gain or loss      
realized by the Optionee upon the disposition will be a capital gain or loss.   

     The excess of the fair market value of shares received upon the exercise of
an Incentive Option over the option price for the shares is an item of          
adjustment for the Optionee for purposes of the alternative minimum tax.        

The Company is not entitled to a deduction upon the exercise of an    
Incentive Option by an Optionee. If the Optionee disposes of the shares received
pursuant to such exercise prior to the expiration of one year following transfer
of the shares to the Optionee or two years after grant of the option, however,  
the Company may, subject to the deduction limitations described below, deduct an
amount equal to the ordinary income recognized by the Optionee upon disposition 
of the shares at the time the income is recognized by the Optionee.             

If an Optionee uses already owned shares of Common Stock to pay the   
exercise price for shares under an Incentive Option, the resulting tax          
consequences will depend upon whether the already owned shares of Common Stock  
are "statutory option stock", and, if so, whether the statutory option stock has
been held by the Optionee for the applicable holding period referred to in      
Section 424(c)(3)(A) of the Code. In general, "statutory option stock" (as      
defined in Section 424(c)(3)(B) of the Code) is any stock acquired through the  
exercise of an incentive stock option or an option granted pursuant to an       
employee stock purchase plan, but                                               
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not stock acquired through the exercise of a nonstatutory option. If the stock  
is statutory option stock with respect to which the applicable holding period   
has been satisfied, no income will be recognized by the Optionee upon the       
transfer of the stock in payment of the exercise price of an Incentive Option.  
If the stock is not statutory option stock, no income will be recognized by the 
Optionee upon the transfer of the stock unless the stock is not substantially   
vested within the meaning of the regulations under Section 83 of the Code (in   
which event it appears that the Optionee will recognize ordinary income upon the
transfer equal to the amount by which the fair market value of the transferred  
shares exceeds their basis). If the stock used to pay the exercise price of an  
Incentive Option is statutory option stock with respect to which the applicable 
holding period has not been satisfied, the transfer of the stock will be a      
disqualifying disposition described in Section 421(b) of the Code which will    
result in the recognition of ordinary income by the Optionee in an amount equal 
to the excess of the fair market value of the statutory option stock at the time
the Incentive Option covering the stock was exercised over the amount paid for  
the stock. Under the present provisions of the Code, it is not clear whether all
shares received upon the exercise of an Incentive Option with already-owned     
shares will be statutory option stock or how the Optionee's basis will be       
allocated among the shares.                                                     

Nonqualified Options.  No income will be recognized by an Optionee for
federal income tax purposes upon the grant of a Nonqualified Option. Upon       
exercise of a Nonqualified Option, the Optionee will recognize ordinary income  
in an amount equal to the excess of the fair market value of the shares on the  
date of exercise over the amount paid for such shares, and subject to the       
deduction limitations described below, the Company will be entitled to a        
deduction equal to the ordinary income recognized by the Optionee.              

  The basis of shares transferred to an Optionee pursuant to exercise of a
Nonqualified Option is the price paid for the shares plus an amount equal to any
income recognized by the Optionee as a result of the exercise of the option. If 
an Optionee thereafter sells shares acquired upon exercise of a Nonqualified    
Option, any amount realized over the basis of the shares will constitute capital
gain to the Optionee for federal income tax purposes.                           

If an Optionee uses already owned shares of Common Stock to pay the   
exercise price for shares under a Nonqualified Option, the number of shares     
received pursuant to the Nonqualified Option which is equal to the number of    
shares delivered in payment of the exercise price will be considered received in
a nontaxable exchange, and the fair market value of the remaining shares        
received by the Optionee upon the exercise will be taxable to the Optionee as   
ordinary income. If the already owned shares of Common Stock are not "statutory 
option stock" (as defined in Section 424(c)(3)(B) of the Code) or are statutory 
option stock with respect to which the applicable holding period referred to in 
Section 424(c)(3)(A) of the Code has been satisfied, the shares received        
pursuant to the exercise of the Nonqualified Option will not be statutory option
stock and the Optionee's basis in the number of shares received in exchange for 
the stock delivered in payment of the exercise price will be equal to the basis 
of the shares delivered in payment. The basis of the remaining shares received  
upon the exercise will be equal to the fair market value of the shares. However,
if the already owned shares of Common Stock are statutory option stock with     
respect to which the applicable holding period has not been satisfied, it is not
presently clear whether the exercise will be considered a disqualifying         
disposition of the statutory option stock, whether the shares received upon the 
exercise will be statutory option stock, or how the Optionee's basis will be    
allocated among the shares received.                                            

The ordinary income recognized by an Optionee upon the exercise of a  
Nonqualified Option is compensation subject to withholding for federal income   
tax purposes, and the Company must make arrangements with the Optionee to ensure
that the amount of the tax required to be withheld by the Company is paid to the
Internal Revenue Service for the benefit of the Optionee. This tax withholding  
obligation may be satisfied by an Optionee at the time of the exercise of a     
Nonqualified Option by paying cash to the Company or by transferring already    
owned shares of Common Stock to the Company. If an Optionee transfers already   
owned shares of Common Stock to the Company in order to satisfy the Company's   
tax withholding obligation, the transfer of such shares will be a taxable event.
If the already owned shares of Common Stock are not statutory option stock or   
are statutory option stock with respect to which the applicable holding period  
has been satisfied, the amount by which the consideration received by the       
Optionee (i.e., the amount of the Optionee's tax withholding that is satisfied  
by the transfer, plus any cash paid by the Company to the Optionee in lieu of a 
fractional share) exceeds the Optionee's basis in the transferred stock will be 
a capital gain to the                                                           
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Optionee (or, if the consideration received is less than the Optionee's basis,  
the difference will be a capital loss to the Optionee). If the already owned    
shares of Common Stock are statutory option stock with respect to which the     
applicable holding period has not been satisfied, the transfer of the shares    
will be a disqualifying disposition of statutory option stock.                  

SARs.  There will be no federal income tax consequences to either the 
recipient or the Company upon the grant of SARs. Generally, the recipient will  
recognize ordinary income subject to withholding upon the exercise of SARs in an
amount equal to the amount of cash received and the fair market value of any    
shares acquired pursuant to the exercise. Subject to the deduction limitations  
described below, the Company generally will be entitled to a corresponding tax  
deduction equal to the amount includable in the recipient's income.             

    Restricted Stock.  If the restrictions on an award of Restricted Stock are
of a nature that the shares are both subject to a substantial risk of forfeiture
and are not freely transferable within the meaning of Section 83 of the Code,   
the recipient will not recognize income for federal income tax purposes at the  
time of the award unless the recipient affirmatively elects to include the fair 
market value of the shares of restricted stock on the date of the award, less   
any amount paid therefor, in gross income for the year of the award pursuant to 
Section 83(b) of the Code. In the absence of an election, the recipient will be 
required to include in income for federal income tax purposes in the year in    
which occurs the date the shares either become freely transferable or are no    
longer subject to a substantial risk of forfeiture within the meaning of Section
83 of the Code, the fair market value of the shares of restricted stock on that 
date, less any amount paid therefor. The Company will be entitled to a deduction
at the time of income recognition to the recipient in an amount equal to the    
amount the recipient is required to include in income with respect to the       
shares, subject to the deduction limitations described below. If a Section 83(b)
election is made within 30 days after the date the Restricted Stock is received,
the recipient will recognize ordinary income at the time of the receipt of the  
Restricted Stock and the Company will be entitled to a corresponding deduction  
equal to the fair market value (determined without regard to applicable         
restrictions) of the shares at the time less the amount paid, if any, by the    
recipient for the Restricted Stock. If a Section 83(b) election is made, no     
additional income will be recognized by the recipient upon the lapse of         
restrictions on the Restricted Stock, but, if the Restricted Stock is           
subsequently forfeited, no deduction will be allowed to the recipient with      
respect to the forfeiture. Dividends paid to a recipient holding restricted     
stock before the expiration of the restriction period will be additional        
compensation taxable as ordinary income to the recipient, unless the recipient  
made an election under Section 83(b). Subject to the deduction limitations      
described below, the Company generally will be entitled to a corresponding tax  
deduction equal to the dividends includable in the recipient's income as        
compensation. If the recipient has made a Section 83(b) election, the dividends 
will be dividend income, rather than additional compensation, to the recipient. 

 If the restrictions on an award of Restricted Stock are not of a nature
that the shares are both subject to a substantial risk of forfeiture and not    
freely transferable, within the meaning of Section 83 of the Code, the recipient
will recognize ordinary income for federal income tax purposes at the time of   
the award in an amount equal to the fair market value of the shares of          
Restricted Stock on the date of the award, less any amount paid therefor. The   
Company will be entitled to a deduction at that time in an amount equal to the  
amount the recipient is required to include in income with respect to the       
shares, subject to the deduction limitations described below.                   

     Limitations on the Company's Compensation Deduction.  Section 162(m) of the
Code limits the deduction which the Company may take for otherwise deductible   
compensation payable to certain officers of the Company to the extent that      
compensation paid to any such officer for the year exceeds $1 million, unless   
the compensation is performance-based, is approved by the Company's             
stockholders, and meets certain other criteria. Compensation attributable to a  
stock option or SAR is deemed to satisfy the requirements for performance-based 
compensation if (i) the grant or award is made by a compensation committee      
composed of two or more outside directors; (ii) the plan under which the option 
or right is granted states the maximum number of shares with respect to which   
options or rights may be granted during a specified period to any employee; and 
(iii) under the terms of the option or right, the amount of compensation the    
employee could receive is based solely on an increase in the value of the stock 
after the date of the grant or award. The 1992                                  
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Plan has been designed to enable awards of Options (other than Nonqualified     
Options granted at less than fair market value on the date of grant) and SARs   
granted by the Committee to qualify as performance-based compensation for       
purposes of Section 162(m) of the Code.                                         

VOTE REQUIRED AND BOARD RECOMMENDATION                                          

     At the annual meeting stockholders are being asked to approve the amendment
of the 1992 Plan to (1) increase the aggregate number of shares of Common Stock 
authorized for issuance under the 1992 Plan by 2,750,000 shares, and (2)        
increase the maximum number of shares of the Common Stock for which options and 
stock appreciation rights may be granted, and which may be awarded as restricted
stock, to any one person during a calendar year by 120,000 shares. Approval of  
the proposed amendment will require the affirmative vote of a majority of the   
votes cast on the proposal, provided that the total number of votes cast on the 
proposal represents over 50% of the Common Stock entitled to vote on the        
proposal.                                                                       

 THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
PROPOSED AMENDMENT OF THE 1992 PLAN for the reasons described on pages 5-6      
above.                                                                          

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following tabulation sets forth as of March 17, 2003 the shares of
Common Stock beneficially owned by each director, each named executive officer  
listed in the Summary Compensation Table included elsewhere in this proxy       
statement, and all directors and named executive officers as a group.           

                                                        [Enlarge/Download Table]

                                                                   COMMON STOCK        
                                                              BENEFICIALLY OWNED(1)    
                                                           ----------------------------
                                                            NUMBER           PERCENT OF
NAME                                                       OF SHARES          CLASS(2) 
----                                                       ---------         ----------
                                                                                       
Director                                                                               
Michael A. Cawley......................................... 3,151,004(3)(4)     5.49%   
Edward F. Cox.............................................    65,572(3)        0.09%   
Charles D. Davidson.......................................   122,035(3)        0.21%   
James C. Day.............................................. 3,130,651(3)(4)     5.46%   
Kirby L. Hedrick..........................................     1,000           0.00%   
Dale P. Jones.............................................    20,286(3)        0.04%   
Bruce A. Smith............................................       -0-           0.00%   
Named Executive Officers (excluding any director named                                 
  above) and Group                                                                     
Susan M. Cunningham.......................................    15,667(3)        0.03%   
Albert D. Hoppe...........................................    32,334(3)        0.06%   
James L. McElvany.........................................   125,578(3)        0.22%   
William A. Poillion, Jr. .................................   252,817(3)        0.44%   
All directors and named executive officers as a group (11                              
  persons)................................................ 3,808,311(4)(5)(6)   6.64%  

---------------                                                                 

(1) Unless otherwise indicated, all shares are directly held with sole voting   
and investment power.                                                   

(2) Rounded to the closest one-tenth of one percent.                            

(3) Includes shares not outstanding but subject to currently exercisable        
   options, as follows: Mr. Cawley -- 41,571 shares; Mr. Cox -- 52,572 shares;
Mr. Davidson -- 119,000 shares; Mr. Day -- 21,000 shares; Mr.           
   Hoppe -- 32,334 shares; Mr. Jones -- 19,286 shares; Mr. McElvany -- 100,019
 shares; Mr. Poillion -- 189,293 shares; Mrs. Cunningham -- 15,667 shares.

(4) Includes 3,108,633 shares held of record by The Samuel Roberts Noble        
   Foundation, Inc. Mr. Cawley and Mr. Day are two of thirteen trustees of the
    Foundation. As with other corporate action, the voting of the shares held by
the Foundation requires a majority vote of its trustees at a meeting at 
which a quorum of                                                       

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 trustees is present. Accordingly, Messrs. Cawley and Day do not represent
  sufficient voting power on the Foundation's board of trustees to determine
    voting or investment decisions with respect to the 3,108,633 shares owned by
 it. Mr. Cawley and Mr. Day disclaim any beneficial ownership or pecuniary
interest in the 3,108,633 shares.                                       

(5) Includes 590,742 shares not outstanding but subject to currently exercisable
options.                                                                

(6) The 3,108,633 shares owned by The Samuel Roberts Noble Foundation, Inc. and 
  reported by Messrs. Cawley and Day are included only once in "total shares
beneficially owned."                                                    

EXECUTIVE COMPENSATION

The following report of the Compensation, Benefits and Stock Option   
Committee of the Board of Directors and the information under the section       
"Performance Graph" shall not be deemed to be "soliciting material" or to be    
"filed" with the Securities and Exchange Commission (the "SEC") or subject to   
the SEC's proxy rules, except for the required disclosure in this proxy         
statement, or to the liabilities of Section 18 of the Exchange Act, and the     
information shall not be deemed to be incorporated by reference into any filing 
made by the Company under the Securities Act of 1933 or the Exchange Act.       

REPORT OF THE COMPENSATION, BENEFITS
AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION 

To the Stockholders                                                             
of Noble Energy, Inc.:                                                          

    As members of the Compensation, Benefits and Stock Option Committee of the
Board of Directors, we have responsibility for administering the executive      
compensation program of the Company. All decisions by the committee relating to 
the compensation of executive officers are reviewed by the full Board.          

COMPENSATION PHILOSOPHY                                                         

    The Company's compensation philosophy is to pay employees for the value of
their contributions, recognizing differences in individual performance through  
the various components of total compensation. Total compensation consists of    
base salary, incentives and benefits. The Company's objective is to provide a   
total compensation program that is flexible enough to respond to changing market
conditions and which also aligns compensation levels with sustained performance 
and comparable industry benchmarks. Compensation levels are evaluated annually  
to ensure they are market competitive and that they reflect relative performance
within the Company.                                                             

    The executive compensation policy of the Company, which is endorsed by the
committee, is to provide a compensation program that will attract, motivate and 
retain persons of high quality and will support a long-standing internal culture
of loyalty and dedication to the interests of the Company. In administering the 
executive compensation program, the committee is mindful of the following       
principles and guidelines, which are supported by the full Board.               

  Base salaries for executive officers should be competitive. A sufficient
portion of annual compensation should be at risk in order to align the interests
of executives with those of stockholders of the Company. This variable part of  
annual compensation should reflect both corporate and individual performance. As
a person's level of responsibility increases, a greater portion of total        
compensation should be at risk and the mix of total compensation should be      
weighted more heavily in favor of stock-based compensation. Stock options       
provide executives long-term incentive and are beneficial in aligning the       
interests of executives and stockholders in the enhancement of stockholder      
value.                                                                          

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COMPENSATION PROGRAM FOR 2002 

The 2002 executive compensation program consisted of three principal  
elements, which are discussed below: base salary, an annual incentive bonus plan
and stock options that are exercisable over a ten-year period.                  

Base Salary:  Base salary for executive officer positions is
determined principally by competitive factors. The Company obtains    
information through participation in oil and gas industry compensation
 surveys conducted by independent compensation consultants. In 2002, the
  Company engaged William M. Mercer ("Mercer") to update its review of the
    Company's executive compensation programs. The review covered base salary,
the annual incentive bonus plan and long-term incentive plans. The    
   committee generally analyzes the information and makes annual adjustments
     based on performance and market conditions. The policy of the Compensation,
   Benefits and Stock Option Committee generally is to establish base salary
levels that approximate survey averages. Based on the Mercer survey,  
  adjustments were made to certain executive officers' base salary to more
closely approximate the market averages. According to data supplied by
    Mercer, after the 2002 adjustments, the top five executive salaries varied
between 2 percent to 12 percent below the market median.              

          Annual Incentive Bonus Plan:  The annual incentive bonus plan in which
   executive officers participate is available to all full-time employees of
   the Company and its subsidiaries. The target bonus for an employee is the
   employee's base salary at year-end multiplied times the percentage factor
     assigned to the employee's salary classification. Target percentage factors
   range from 5 to 70 percent, with factors of 70 percent for the CEO and 60
percent for the other four top paid executive officers.               

       Annual performance goals for the Company and its business units are
  based on four criteria as follows: discretionary cash flow; new reserves
 added; annual production; and stock performance as measured against the
    annual stock performance of certain peer companies. The annual performance
     goals for discretionary cash flow, new reserves, added production and stock
    performance were reviewed and recommended by the committee and approved by
     the full Board. Discretionary cash flow is composed of five components: net
income; depreciation, depletion and amortization; exploration expense;
   distributions from unconsolidated subsidiaries; and capitalized interest.

        Stock Options and Restricted Stock:  The Company's 1992 Stock Option
and Restricted Stock Plan (the "1992 Plan") is designed to align a    
    significant portion of the executive compensation program with stockholder
  interests. The 1992 Plan, which was approved by stockholders in 1992 and
 amended and restated in 1997, 2000 and 2002, permits the use of several
    different types of stock-based grants or awards: nonqualified or incentive
stock options with or without stock appreciation rights and restricted
stock.                                                                

        Option grants represent the right to purchase shares of Common Stock
     over a period of up to ten years upon such terms and conditions, consistent
     with the provisions of the 1992 Plan, as are specified by the Compensation,
    Benefits and Stock Option Committee at the time of grant. The option price
for incentive stock options is not less than the fair market value per
   share at the date of grant. For nonqualified stock options, under certain
circumstances the 1992 Plan permits an option price not less than 85  
 percent of fair market value per share at the date of grant. Restricted
stock may be awarded by the Compensation, Benefits and Stock Option   
   Committee subject to such terms and conditions as may be specified by the
Committee, provided that the restriction period must be at least three
   years from the date of award (or one year in the case of restricted stock
     awarded with performance-based conditions). To date only nonqualified stock
options at fair market value have been granted under the 1992 Plan.   

  In July 1998, the Company engaged Towers Perrin, Inc. ("Towers
     Perrin") to advise the Compensation, Benefits and Stock Option Committee as
     to appropriate grant guidelines. Towers Perrin based its recommendations as
to appropriate grant guidelines on an analysis of average annual stock
  grants over a three-year period as disclosed in publicly available proxy
statements of ten companies it considered comparable to the Company in
    business and scope. The Towers Perrin report suggested multiples of 0.5 of
  base salary at the lower levels of employees of the Company, from 1.5 to
4.4 for vice                                                          

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     presidents of the Company and 5.7 at the CEO level. Using the Towers Perrin
 report, and adjusting its recommendations to account for changes in the
Company's stock price, the Compensation, Benefits and Stock Option    
  Committee in 2002 adopted grant multiples that ranged from 0.4 to 4.7 of
 base salary, with multiples of 4.7 for the CEO and 2.5 to 3.8 for other
   executive officers. Additionally, the Company used the 2002 Mercer survey
to validate the option grants made to the named executive officers.   

          The approximate number of shares granted is determined by dividing (i)
 the optionee's annual base salary multiplied times the applicable grant
   multiple by (ii) the fair market value per share of the underlying Common
    Stock on the calculation date. The Compensation, Benefits and Stock Option
     Committee, in its discretion, can adjust the number of shares granted under
the 1992 Plan from the number determined under the grant guidelines.  
     Options granted to executive officers in 2002 contained the following terms
 and conditions: 10-year term; vesting at the rate of one-third per year
 commencing on the first anniversary of the grant date; and option price
equal to fair market value per share at the grant date.               

2002 COMPENSATION OF CEO                                                        

 Davidson Base Salary, Bonus and Stock Options.  As shown in the Summary
Compensation Table on page 26, employing the data and policies set forth above, 
for 2002 the Compensation, Benefits and Stock Option Committee authorized for   
Mr. Davidson (1) a base salary of $597,914 (2) a bonus of $196,000 for 2002     
performance and (3) a grant of 77,000 stock options.                            

CHANGE OF CONTROL AGREEMENTS                                                    

Davidson Employment Agreement.  Effective October 2, 2000, the Company
entered into an employment agreement with Charles D. Davidson, for a term of    
three years, with automatic successive one year extensions, unless either Mr.   
Davidson or the Company gave six months written notice. By mutual agreement, Mr.
Davidson and the Company terminated Mr. Davidson's employment agreement and     
entered into a change of control agreement (described below) on February 1,     
2002.                                                                           

Davidson Change of Control Agreement.  The Company's change of control
agreement with Mr. Davidson includes provisions regarding the severance package 
that Mr. Davidson may be entitled to if he is terminated within 24 months after 
a change of control of the Company. A change of control for purposes of Mr.     
Davidson's agreement will be deemed to have occurred if any of the following    
conditions occur:                                                               

 - individuals who constituted the Board of Directors at the time of Mr.
  Davidson's employment (the "Incumbent Board") cease to constitute at
 least 51% of the Board, provided that any person whose election was
approved by a vote of at least a majority of the directors of the 
    Incumbent Board will be considered a member of the Incumbent Board; or

- the stockholders of the Company approve a reorganization, merger or 
       consolidation whereby the persons who were stockholders immediately prior
to the reorganization, merger or consolidation do not immediately 
    thereafter own at least 51% of the voting shares of the new entity; or

   - the stockholders of the Company approve a liquidation or dissolution of
       the Company or a sale of all or substantially all of the Company's assets
to a non-related party; or                                        

- a new person or entity becomes the owner of at least 25% of the     
outstanding common stock or voting power in the Company.          

If the Company terminates Mr. Davidson for cause, incapacity due to   
physical or mental illness, or death, the Company has no further liability. A   
termination for cause, upon the occurrence of certain actions or circumstances  
enumerated in the change of control agreement, may only be made by the          
affirmative vote of a majority of the members of the Board of Directors of the  
Company.                                                                        

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If the Company terminates Mr. Davidson for any other reason within 24 
months after a change of control of the Company, then the Company shall pay or  
provide the following to Mr. Davidson:                                          

- pay all unpaid salary, expenses, compensation and benefits;         

 - pay a lump sum of 2.99 times his annual cash compensation (made up of
annual salary and bonus);                                         

 - pay an amount equal to his pro-rata target bonus for the then-current
year;                                                             

     - provide life, disability, medical and dental insurance benefits, upon his
      written request, for 36 months or such shorter period until Mr. Davidson
   obtains substantially equivalent coverage from a subsequent employer;

- preserve his Company stock options; and                             

- reimburse him for reasonable fees up to $15,000 for out-placement   
employment services.                                              

  The above amounts will have a gross-up payment applied to them to offset
fully the effect of any federal excise tax on them.                             

Change of Control Agreements for Other Officers.  Each named executive
officer, including Susan M. Cunningham, Albert D. Hoppe, James L. McElvany, and 
William A. Poillion, Jr., has a change of control agreement similar to Mr.      
Davidson's, which is described above. These change of control agreements        
generally provide for substantially the same terms and conditions as Mr.        
Davidson's agreement, except a different multiplier is used in the named        
executive officers' agreements. This multiplier affects two provisions of the   
agreement - the lump sum payment that will be made upon termination and the     
provision of insurance benefits. For example, the multiplier in Mr. Davidson's  
agreement is 2.99, so he will receive a lump sum of 2.99 times his annual cash  
compensation and up to 36 months of benefits (2.99 times 12 months) if he is    
terminated under certain change of control circumstances that are described     
above. The multiplier for the named executive officers (other than Mr. Davidson)
is 2.5. Thus, each named executive officer's lump sum payment is 2.5 times his  
or her annual cash compensation and his or her insurance benefits may extend for
up to 30 months.                                                                

PARTICIPATION IN MINERAL, ROYALTY AND OVERRIDING ROYALTY ACQUISITIONS           

   In addition to the executive compensation policies and programs described
above, the Company has had a policy pursuant to which officers and key employees
of the Company and its subsidiaries (collectively, the "Company") have been     
permitted to acquire interests in minerals, royalties and overriding royalties  
purchased from time to time by the Company. In 2000, the Company's outside      
directors discontinued their participation in the program. During 2001, the     
Board of Directors reviewed the above policy to determine whether it continued  
to be an effective element of the Company's overall compensation programs. Based
on this review, the Company decided to suspend indefinitely any new             
participation in this program with the belief that the remaining elements of the
Company's compensation programs provide competitive compensation and performance
incentives for the Company's employees. During 2002, the above indefinite       
suspension was continued.                                                       

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION                                     

    Section 162(m) of the Internal Revenue Code contains provisions that limit
the tax deductibility of executive compensation in excess of $1 million per     
person per year, subject to certain exceptions. The policy of the Company is to 
design its compensation programs to preserve the tax deductibility of           
compensation paid to its executive officers and other members of management.    
However, the Compensation, Benefits and Stock Option Committee could determine, 
taking into consideration the burdens of compliance with Section 162(m) and     
other relevant facts and circumstances, to pay compensation that is not fully   
deductible if the committee believes the payments are in the Company's best     
interest. In 1997, the stockholders of the Company approved the amended and     
restated 1992 Plan, allowing compensation paid thereunder in the form of stock  
options and stock appreciation rights to qualify as "performance-based          
compensation" for purposes of Section 162(m).                                   
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SUMMARY                                                                         

     The members of the committee believe that linking executive compensation to
corporate performance results in a better alignment of compensation with        
corporate goals and stockholder interests. As performance goals are met or      
exceeded, resulting in increased value to stockholders, executive officers are  
rewarded commensurately. The committee believes that compensation levels during 
2002 adequately reflect the compensation goals and policies of the Company.     

March 24, 2003                                                                  
                              Compensation, Benefits and
                          Stock Option Committee

                            Bruce A. Smith, Chairman
                 Edward F. Cox
                    Kirby L. Hedrick
                 Dale P. Jones

    The following "Summary Compensation Table," "Option Grants in 2002" table,
"Aggregated Option Exercises in 2002 and 12/31/02 Option Values" table, "Equity 
Compensation Plan Table," "Pension Plan Table," and "Performance Graph" are     
attachments to this Report of the Compensation, Benefits and Stock Option       
Committee on Executive Compensation.                                            

--------------------- 

   The following table sets forth certain summary information concerning the
compensation awarded to, earned by or paid to the Chief Executive Officer of the
Company and each of the four most highly compensated executive officers of the  
Company other than the Chief Executive Officer (collectively, the "named        
executive officers") for the years indicated.                                   

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                                  LONG TERM                   
                                                                                 COMPENSATION                 
                                                                                    AWARDS                    
                                                                                 ------------                 
                                                  ANNUAL COMPENSATION               STOCK                     
                                         --------------------------------------    OPTIONS                    
                                                                 OTHER ANNUAL     (NUMBER OF      ALL OTHER   
NAME AND PRINCIPAL POSITION        YEAR  SALARY($)   BONUS($)   COMPENSATION($)   SHARES)(1)   COMPENSATION($)
---------------------------        ----  ---------   --------   ---------------  ------------  ---------------
                                                                                                              
Charles D. Davidson..............  2002   597,914    196,000         4,106          77,000         92,220(3)  
  President and Chief Executive    2001   495,833    551,250         3,815          60,000         31,910(2)  
                                   2000   118,892    118,400           142          80,000            400     
Susan M. Cunningham..............  2002   279,582     73,400           141          27,000            313(3)  
  Senior Vice President --         2001   203,846    183,645           141          20,000            219     
  Exploration                      2000        --         --            --              --             --     
Albert D. Hoppe..................  2002   248,332     65,200           141          27,000         42,248(3)  
  Senior Vice President,           2001   240,000    216,000           141          25,000         18,355     
  General Counsel and Secretary    2000    23,848     23,014            --          10,000            142     
James L. McElvany................  2002   239,582     63,200         3,359          27,000         55,591(3)  
  Senior Vice President, Chief     2001   216,250    202,500         1,447          25,000         33,626     
  Financial Officer and Treasurer  2000   195,000    210,000         3,442          28,350         30,410     
William A. Poillion, Jr..........  2002   278,332     67,500         4,361          27,000         82,382(3)  
  Senior Vice President --         2001   264,167    243,000         4,314          25,000         57,641     
  Production and Drilling          2000   252,500    260,200         3,746          28,350         55,666     

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---------------                                                                 

(1) Options represent the right to purchase shares of Common Stock at a fixed   
price per share.                                                        

(2) Includes $100 of expense reimbursement for attending Board meetings.        

(3) Consists of contributions by the Company to a defined contribution          
   plan/nonqualified contribution plan and payment by the Company of term life
  insurance premiums as follows: Charles D. Davidson -- $11,000/$81,220; $0;
Susan M. Cunningham -- $0/$0; $313; Albert D. Hoppe -- $7,450/$33,030;  
$1,768; James L. McElvany -- $7,184/$48,407; $0; William A. Poillion,   
Jr. -- $8,362/$73,223; $797.                                            

    The following table sets forth certain information with respect to options
to purchase Common Stock granted during the year ended December 31, 2002 to each
of the named executive officers.                                                

OPTION GRANTS IN 2002 

                                                        [Enlarge/Download Table]

                                             INDIVIDUAL GRANTS                      POTENTIAL REALIZABLE  
                          -------------------------------------------------------  VALUE AT ASSUMED ANNUAL
                                               % OF TOTAL                           RATES OF STOCK PRICE  
                           NUMBER OF SHARES     OPTIONS     EXERCISE                  APPRECIATION FOR    
                            OF SECURITIES      GRANTED TO   OR BASE                      OPTION TERM      
                          UNDERLYING OPTIONS   EMPLOYEES     PRICE     EXPIRATION  -----------------------
NAME                          GRANTED(1)        IN 2002      ($/SH)       DATE      5%($)(2)    10%($)(3) 
----                      ------------------   ----------   --------   ----------  ----------   ----------
                                                                                                          
Charles D. Davidson......       77,000           10.5%       32.54       2/1/12    1,567,593    3,980,268 
Susan M. Cunningham......       27,000            3.7%       32.54       2/1/12      549,676    1,395,678 
Albert D. Hoppe..........       27,000            3.7%       32.54       2/1/12      549,676    1,395,678 
James L. McElvany........       27,000            3.7%       32.54       2/1/12      549,676    1,395,678 
William A. Poillion,                                                                                      
  Jr. ...................       27,000            3.7%       32.54       2/1/12      549,676    1,395,678 

---------------                                                                 

(1) Options represent the right to purchase shares of Common Stock at a fixed   
price per share. The options vest at the rate of one-third per year     
commencing on the first anniversary of the grant date.                  

(2) Reflects an assumed appreciated market price per share of Common Stock of   
$52.90.                                                                 

(3) Reflects an assumed appreciated market price per share of Common Stock of   
$84.23.                                                                 

The following table sets forth certain information with respect to the
exercise of options to purchase Common Stock during the year ended December 31, 
2002, and the unexercised options held at December 31, 2002 and the value       
thereof, by each of the named executive officers.                               

AGGREGATED OPTION EXERCISES IN 2002 
AND 12/31/02 OPTION VALUES

                                                        [Enlarge/Download Table]

                                                     NUMBER OF SECURITIES                                 
                                                    UNDERLYING UNEXERCISED        VALUE OF UNEXERCISED    
                                                    OPTIONS AT DECEMBER 31,      IN-THE-MONEY OPTIONS AT  
                          SHARES                    2002 (NUMBER OF SHARES)       DECEMBER 31, 2002($)    
                         ACQUIRED       VALUE     ---------------------------  ---------------------------
NAME                    ON EXERCISE  REALIZED($)  EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
----                    -----------  -----------  -----------   -------------  -----------   -------------
                                                                                                          
Charles D. Davidson....       --            --       73,333        143,667             --       369,600   
Susan M. Cunningham....       --            --        6,667         40,333             --       129,600   
Albert D. Hoppe........       --            --       15,001         46,999             --       129,600   
James L. McElvany......    2,040        41,341       77,961         53,116        575,059       241,783   
William A. Poillion,                                                                                      
  Jr. .................   16,611       297,088      167,235         53,116      1,272,882       241,783   

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   The following table summarizes information regarding the number of shares
of Common Stock of the Company that are outstanding and available for issuance  
under all of the Company's existing equity compensation plans as of December 31,
2002.                                                                           

EQUITY COMPENSATION PLAN TABLE

                                                        [Enlarge/Download Table]

                                                                             NUMBER OF SECURITIES
                                                                             REMAINING AVAILABLE 
                                                                             FOR FUTURE ISSUANCE 
                                         NUMBER OF        WEIGHTED-AVERAGE       UNDER EQUITY    
                                     SECURITIES TO BE      EXERCISE PRICE     COMPENSATION PLANS 
                                        ISSUED UPON        OF OUTSTANDING         (EXCLUDING     
                                        EXERCISE OF      OPTIONS, WARRANTS   SECURITIES REFLECTED
PLAN CATEGORY                       OUTSTANDING OPTIONS      AND RIGHTS         IN COLUMN (A)    
-------------                       -------------------  ------------------  --------------------
                                            (a)                 (b)                  (c)         
                                                                                                 
EQUITY COMPENSATION PLANS APPROVED                                                               
  BY SECURITY HOLDERS.............       4,194,221             $33.38             1,169,390      
EQUITY COMPENSATION PLANS NOT                                                                    
  APPROVED BY SECURITY HOLDERS....             -0-                -0-                   -0-      
                                         ---------             ------             ---------      
     TOTAL........................       4,194,221             $33.38             1,169,390      
                                         =========             ======             =========      

    The defined benefit plans of the Company that cover its executive officers
provide the benefits shown below. The estimates assume that benefits are        
received in the form of a ten-year certain and life annuity.                    

PENSION PLAN TABLE

                                                        [Enlarge/Download Table]

                                 ESTIMATED ANNUAL BENEFITS UPON RETIREMENT AT AGE 65 AFTER
                                       COMPLETION OF THE FOLLOWING YEARS OF SERVICE       
60 MONTH AVERAGE                 ---------------------------------------------------------
ANNUAL COMPENSATION                 15          20          25          30          35    
-------------------              ---------   ---------   ---------   ---------   ---------
                                                                                          
$ 100,000....................... $ 30,000    $ 40,000    $ 40,000    $ 46,918    $ 46,918 
   150,000......................   45,000      60,000      60,974      73,168      73,168 
   200,000......................   60,000      80,000      82,849      99,418      99,418 
   300,000......................   90,000     120,000     126,599     151,918     151,918 
   400,000......................  120,000     160,000     170,349     204,418     204,418 
   600,000......................  180,000     240,000     257,849     309,418     309,418 
   800,000......................  240,000     320,000     345,349     414,418     414,418 
 1,000,000......................  300,000     400,000     432,849     519,418     519,418 
 1,300,000......................  390,000     520,000     564,099     676,918     676,918 
 1,400,000......................  420,000     560,000     607,849     729,418     729,418 
 1,500,000......................  450,000     600,000     651,599     781,918     781,918 

 Upon vesting, the amount of retirement benefit depends on an employee's
final average monthly compensation, age and the number of years of credited     
service (maximum of 30 years). Final average monthly compensation is defined    
generally to mean the participant's average monthly rate of compensation from   
the Company for the 60 consecutive months prior to retirement that give the     
highest average monthly rate of compensation for the participant. Compensation  
covered by the defined benefit plans is defined (with certain exceptions) to    
mean the compensation actually paid to a participant as reported on the         
participant's federal income tax withholding statement for the applicable       
calendar year. Accordingly, the amounts reported in the Summary Compensation    
Table included elsewhere in this proxy statement under the section "Annual      
Compensation" approximate covered compensation for 2002. The amount of benefit  
shown in the above table is not subject to any deductions for social security or
any other offset amounts.                                                       

    Under the Company's qualified defined benefit plan and applicable Internal
Revenue Code provisions, for 2001 compensation in excess of $170,000 cannot be  
taken into account and the maximum annual annuity benefit cannot exceed         
$140,000. Effective as of January 1, 2002, the amount of compensation that can  
be                                                                              

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taken into account under the Company's qualified defined benefit plan increased 
to $200,000 and the maximum annual annuity benefit increased to $160,000. The   
benefits that accrue in excess of these limitations are paid pursuant to the    
Company's nonqualified defined benefit plan.                                    

 As of December 31, 2002, the named executive officers had the following
approximate number of years of credited service for retirement purposes: Mr.    
Davidson -- 2; Ms. Cunningham -- 1; Mr. Hoppe -- 2; Mr. Poillion -- 26; and Mr. 
McElvany -- 24.                                                                 

Under the Company's nonqualified Deferred Compensation Plan, the named
executive officers are eligible to defer portions of the salary and bonus       
reflected on the Summary Compensation Table above, and to receive certain       
matching contributions that would have been made to the Company's qualified     
401(k) plan if the plan had not been subject to Internal Revenue Code           
compensation and contribution limitations. The matching contributions and       
interest earnings credited to the Deferred Compensation Plan accounts of the    
named executive officers are reflected in the All Other Compensation column of  
the Summary Compensation Table above.                                           

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    The following graph sets forth the cumulative total stockholder return for
the Company's Common Stock, the S&P 500 Index, the Dow Jones Total Return Index 
for Secondary Oil Companies, and a Company peer group, for the years indicated  
as prescribed by the SEC's rules.                                               

PERFORMANCE GRAPH 

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN(1) 
AMONG NOBLE ENERGY, INC., THE S&P 500 INDEX,
THE DOW JONES TOTAL RETURN INDEX FOR SECONDARY OIL COMPANIES(2) 
AND A PEER GROUP(3) 

(PERFORMANCE GRAPH) 

                                                                [Download Table]

--------------------------------------------------------------------------------
                                      CUMULATIVE TOTAL RETURN(1)                
--------------------------------------------------------------------------------
                        12/97     12/98     12/99     12/00     12/01     12/02 
--------------------------------------------------------------------------------
                                                                                
 Noble Energy, Inc.    100.00     70.18     61.48    132.61    102.14    109.20 
 S&P 500 Index         100.00    128.58    155.64    141.46    124.65     97.10 
 Dow Jones Total                                                                
  Return Index for                                                              
  Secondary Oil                                                                 
  Companies(2)         100.00     68.61     79.18    126.46    116.10    118.62 
 Peer Group(3)         100.00     71.59     83.93    149.59    121.73    127.09 

(1) Total return assuming reinvestment of dividends. Assumes $100 invested on   
    December 31, 1997 in Common Stock, the S&P 500 Index, Dow Jones Total Return
Index for Secondary Oil Companies and the Peer Group of Companies.      

(2) Composed of the following companies: Amerada Hess Corporation, Anadarko     
Petroleum Corporation, Apache Corporation, Ashland, Inc., Burlington    
Resources Inc., Cabot Oil and Gas, Chesapeake Energy, Cimarex Energy    
Company, E.O.G. Resources, Evergreen Resources, Forest Oil, Kerr-McGee  
Corporation, Murphy Oil Corporation, Newfield Exploration, NOBLE ENERGY,
INC., Ocean Energy, Occidental Petroleum Corporation, Pioneer Natural   
 Resources Co., Pogo Producing Co., Stone Energy Corporation, Sunoco Inc.,
 Tosco Petroleum Corp., Tom Brown Inc., Valero Energy Corporation, Vintage
Petroleum, Inc. and XTO Energy Inc.                                     

(3) Composed of the following companies: Apache Corporation, Anadarko Petroleum 
Corporation, Burlington Resources, Inc., Devon Energy Corporation, EOG  
Resources, Forest Oil, Kerr-McGee Corporation, Murphy Oil Corporation,  
Newfield Exploration, NOBLE ENERGY, INC., Ocean Energy, Pioneer Natural 
Resources Company, Pogo Production Company, XTO Energy, Inc.            

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 

  Section 16(a) of the Exchange Act requires directors and officers of the
Company, and persons who beneficially own more than 10 percent of the Common    
Stock, to file with the SEC initial reports of ownership and reports of changes 
in ownership of the Common Stock. Directors, officers and more than 10 percent  
stockholders are required by SEC regulations to furnish the Company with copies 
of all Section 16(a) forms they file.                                           

   To the Company's knowledge, based solely on a review of the copies of the
reports furnished to the Company and written representations that no other      
reports were required, all Section 16(a) filing requirements applicable to its  
directors, officers and more than 10 percent beneficial owners were complied    
with during the year ended December 31, 2002.                                   

CERTAIN TRANSACTIONS

   In the ordinary course of its business, the Company purchases products or
services from, or engages in other transactions with, various third parties.    
Occasionally, these transactions involve entities that are affiliated with one  
or more members of the Company's Board of Directors. When they occur, these     
transactions are conducted in the ordinary course and on an arms-length basis.  

  During 2002, the Company paid Noble Corporation (formerly Noble Drilling
Corporation) approximately $3.4 million for drilling services. As an operator,  
the Company also paid approximately another $5.0 million to Noble Corporation on
behalf of other working interest owners. During this period, the Company, as    
operator, also received payments from Noble Corporation of approximately        
$650,000 for certain leasehold working interests owned by Noble Corporation and 
operated by the Company. James C. Day is the Chairman of the Board and Chief    
Executive Officer of Noble Corporation.                                         

    During 2002, the Company paid approximately $170,000 to the Samuel Roberts
Noble Foundation, Inc., principally relating to reimbursement of expenses for   
the use of an aircraft owned by The Foundation. Michael A. Cawley is President  
and Chief Executive Officer of the Foundation. Messrs. Cawley and Day are       
trustees of the Foundation.                                                     

During 2002, the Company paid approximately $84,000 to Tesoro Marine  
Services, Inc., a subsidiary of Tesoro Petroleum Corporation, for supplies used 
in the Company's business. Bruce A. Smith is President and Chief Executive      
Officer of Tesoro Petroleum Corporation.                                        

INDEPENDENT ACCOUNTANTS 

CHANGES IN INDEPENDENT AUDITORS                                                 

     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                                                               

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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.                        

  The Board of Directors has appointed KPMG LLP as independent auditors to
the audit the financial statements of the Company for the fiscal year ended     
December 31, 2002. The firm of KPMG LLP has served as the Company's independent 
auditors since May 2002. Representatives of KPMG LLP are expected to be present 
at the annual meeting, will be given the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions.     

REPORT OF THE 
AUDIT COMMITTEE 

To the Stockholders                                                             
of Noble Energy, Inc.:                                                          

The primary purpose of the Audit Committee of the Company's Board of  
Directors is to assist the Board of Directors in fulfilling its responsibility  
to oversee management's conduct of the Company's financial reporting process and
internal control systems. In support of this purpose, the Company's Board of    
Directors has adopted a written charter for the Audit Committee. The charter was
appended to the Company's proxy statements in 2001 and 2002. Pursuant to Section
303.02(C) of the listing standards of the New York Stock Exchange ("NYSE"), the 
Audit Committee has completed its annual review of the charter and has chosen to
republish the charter as Appendix B to this proxy statement.                    

The Audit Committee is comprised entirely of independent directors as 
defined and required by the currently applicable listing standards of the NYSE. 
In making this determination, the Board of Directors of the Company considered  
Mr. Cawley's positions of President and Chief Executive Officer of The Samuel   
Roberts Noble Foundation, Inc., a not-for-profit corporation that owned         
approximately 5.5% of the Company's stock at the time (April 2002) of the Board 
determination. The Board of Directors also reviewed the business relationship   
between the Company and the Foundation and concluded that this relationship was 
not material and would not interfere with Mr. Cawley's exercise of independent  
judgment for purposes of the NYSE's audit committee independence requirements.  
As a result, the Board of Directors found that it was in the best interests of  
the Company and its stockholders for Mr. Cawley to serve as a member of the     
Audit Committee.                                                                

REVIEW AND DISCUSSIONS                                                          

The Audit Committee has reviewed and discussed the Company's audited  
financial statements with management. It has also discussed with the independent
auditors the matters required to be discussed by Statement of Auditing Standards
61 and 90. Additionally, the Audit Committee has received the written           
disclosures and the letter from the independent accountants at KMPG LLP, as     
required by Independent Standards Board Standard No. 1 (Independence Discussions
with Audit Committees) and has discussed with the independent accountants their 
independence.                                                                   

     In an effort to maintain the accountants' independence, the Audit Committee
has considered whether KPMG LLP's rendering of tax compliance and tax           
consultation services to the Company is compatible with maintaining its         
independence. The Audit Committee has concluded that the rendering of both audit
and tax services does not result in a conflict.                                 

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FEES PAID TO THE INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2002            

   Audit Fees.  The Company changed independent accountants in May 2002 from
Arthur Andersen LLP to KPMG LLP. KPMG LLP audit fees for 2002 services for the  
Company were $277,900. The services rendered included the audit of the Company's
annual financial statements and review of the financial statements included in  
the Company's Form 10-Q's filed for the second and third quarters of the fiscal 
year ended December 31, 2002.                                                   

  Audit-Related Fees.  The Company paid KPMG LLP $30,000 for audit-related
fees during 2002. The fees included services for auditing the Company's thrift  
and pension plans.                                                              

   Tax Fees.  The aggregate fees paid to KPMG LLP for 2002 tax services were
$9,483, representing tax consultation fees.                                     

   All Other Fees.  There were no other fees paid by the Company to KPMG LLP
in 2002.                                                                        

RECOMMENDATION TO INCLUDE AUDITED FINANCIAL STATEMENTS IN ANNUAL REPORT         

Based on the Audit Committee's discussions with management and the    
independent accountants, and its review of the representations of management and
the report of the independent accountants to the Audit Committee, the Audit     
Committee recommended to the Board of Directors the inclusion of the audited    
consolidated financial statements in the Company's Annual Report on Form 10-K   
for the year ended December 31, 2002 filed with the Securities and Exchange     
Commission.                                                                     

March 24, 2003                                                                  
                   Audit Committee

                           Dale P. Jones, Chairman
                     Michael A. Cawley
                  Bruce A. Smith

--------------------- 

STOCKHOLDER PROPOSALS AND OTHER MATTERS 

   Stockholder proposals intended to be brought before the annual meeting of
stockholders as an agenda item or to be included in the Company's proxy         
statement relating to the 2004 annual meeting of stockholders, which is         
currently scheduled to be held on April 27, 2004, must be received by the       
Company at its office in Houston, Texas, addressed to the Secretary of the      
Company, no later than November 28, 2003.                                       

The cost of solicitation of proxies will be borne by the Company.     
Solicitation may be made by mail, personal interview, telephone or telegraph by 
officers and regular employees of the Company, who will receive no additional   
compensation therefor. To aid in the solicitation of proxies, the Company has   
employed the firm of Georgeson & Co., Inc., which will receive a fee of         
approximately $7,500 plus out-of-pocket expenses. The Company will bear the     
reasonable expenses incurred by banks, brokerage firms, custodians, nominees and
fiduciaries in forwarding proxy material to beneficial owners.                  

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   The Board of Directors does not intend to present any other matter at the
meeting and knows of no other matters that will be presented. However, if any   
other matter comes before the meeting, the persons named in the enclosed proxy  
intend to vote thereon in accordance with their best judgment.                  

Houston, Texas                            NOBLE ENERGY, INC.                    
March 24, 2003                                                                  

                     James L. McElvany
                          Senior Vice President,
                                         Chief Financial Officer and Treasurer

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                                                                      APPENDIX A

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.                                                              

       (c) "Board" means the Board of Directors of the Company as the same
may be constituted from time to time.                                 

   (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               

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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                                                                  
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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.                                    
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          (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                       

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   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              

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          (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.                      

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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 Optionee
 having a Fair Market Value at least equal to the aggregate option price
    payable in connection with such exercise, but only to the extent that such
 Shares are "mature" as determined by the Corporation in accordance with
 generally accepted accounting principles, or (iv) by any combination of
clauses (i) through (iii). If the Optionee 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 Optionee exercises such Option.                                   

          (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,                       
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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.                    

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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       
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     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,                                          
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     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

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 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.               

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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.                                           

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                                                                      APPENDIX B

NOBLE ENERGY, INC.

AUDIT COMMITTEE CHARTER 

The Audit Committee ("the Committee") of the Board of Directors ("the 
Board") of Noble Energy, Inc. ("the Company") will have the oversight           
responsibility, authority and specific duties as described below.               

COMPOSITION                                                                     

     The Committee will be comprised of three or more directors as determined by
the Board. The members of the Committee will meet the independence and          
experience requirements required by law and regulation. The members of the      
Committee will be elected annually at the organizational meeting of the full    
Board held in conjunction with the annual shareholders meeting, and will be     
listed in the annual report to shareholders.                                    

RESPONSIBILITY                                                                  

   The primary purpose of the Committee is to assist the Board in fulfilling
its responsibility to oversee management's conduct of the Company's financial   
reporting process and internal control systems, including overseeing the        
internal audit process and the annual independent audit of the Company's        
financial statements.                                                           

In discharging its oversight role, the Committee is empowered to      
investigate any matter brought to its attention with full access to all books,  
records, facilities and personnel of the Company and to retain outside counsel, 
auditors or other experts for this purpose. The Board and the Committee are in  
place to represent the Company's shareholders; accordingly, the outside auditor 
is ultimately accountable to the Board and the Committee.                       

    While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct      
audits or to determine that the Company's financial statements are complete,    
accurate and/or in accordance with generally accepted accounting principles;    
this is the responsibility of management and the independent auditor. Nor is it 
the duty of the Audit Committee to conduct investigations, to resolve           
disagreements, if any, between management and the independent auditor or to     
assure compliance with laws and regulations and the Company's business conduct  
guidelines.                                                                     

AUTHORITY                                                                       

The Committee is granted the authority to investigate any matter or   
activity involving financial accounting and financial reporting, as well as the 
internal controls of the Company. In this regard, the Committee will have the   
authority to approve the retention of external professionals to render advice   
and counsel in such matters. All employees will be directed to cooperate with   
respect thereto as requested by members of the Committee.                       

MEETINGS                                                                        

     The Committee will meet at least four times annually and as many additional
times as the Committee deems necessary. The Committee will meet in separate     
executive sessions at least annually with the chief financial officer, the      
director of the internal auditing department, and the independent accountants to
discuss any matters that the Committee or each of these groups believe should be
discussed. The Committee chair shall approve contents of the agenda for each    
meeting.                                                                        

ATTENDANCE                                                                      

   Committee members will strive to be present at all meetings. As necessary
or desirable, any member of the Committee may request that members of management
and representatives of the independent accountants and/or internal auditors be  
present at Committee meetings.                                                  

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SPECIFIC DUTIES                                                                 

In carrying out its oversight responsibilities, the Committee will:   

    1. Review and reassess the adequacy of this Charter annually and
  recommend any proposed changes to the Board for approval; this should be
 done in compliance with applicable legal and regulatory audit committee
requirements.                                                         

         2. Review with the Company's management, the director of the internal
auditing department, and independent accountants the Company's general
     accounting and financial reporting controls, and obtain annually in writing
  from the independent accountants their letter as to the adequacy of such
controls.                                                             

        3. Review the internal auditing plans and receive summary reports of
  major findings by internal auditors and how management is addressing the
conditions reported.                                                  

          4. Review the scope and general extent of the independent accountants'
  annual audit. The Committee will review annually with management the fee
arrangement with the independent accountants.                         

      5. Inquire as to, and oversee, the independence of the independent
     accountants and obtain from the independent accountants, at least annually,
a formal written statement delineating all relationships between the  
 independent accountants and the Company as contemplated by Independence
Standards Board Standard No. 1, Independence Discussions with Audit   
Committees.                                                           

        6. At the completion of the annual audit, review with management and
the independent accountants the following:                            

           - The annual financial statements and related footnotes and financial
      information to be included in the Company's annual report to
shareholders and on Form 10-K.                        

        - Results of the audit of the financial statements and the related
           report thereon and, if applicable, a report on changes during the
year in accounting principles and their application.  

      - Significant changes to the audit plan, if any, and any serious
         disputes or difficulties with management encountered during the
audit.                                                

  - Other communications as required to be communicated by the
             independent accountants by Statement of Auditing Standards (SAS) 61
            as amended by SAS 90 relating to the conduct of the audit. Further
     receive a written communication provided by the independent
        accountants concerning their judgment about the quality of the
           Company's accounting principles, as outlined in SAS 61 as amended
          by SAS 90, and that they concur with management's representation
concerning audit adjustments.                         

    7. After preparation by management and review by the independent
    accountants, approve the report required under SEC rules to be included in
    the Company's annual proxy statement. The charter is to be published as an
appendix to the proxy statement every three years.                    

        8. Recommend to the Board the selection, retention or termination of
the Company's independent accountants.                                

         9. As the Committee may deem appropriate, obtain, weigh, and consider
     expert advice as to the Committee, related rules of any governing body, and
other accounting, legal and regulatory provisions.                    

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o FOLD AND DETACH HERE o

NOBLE ENERGY, INC.
 This Proxy Is Solicited On Behalf Of The Board Of Directors

         I have received the Notice of Annual Meeting of Stockholders to be held
on April 29, 2003, and a Proxy Statement furnished by the Board of Directors of 
Noble Energy, Inc. (the "Company") for the Meeting. I appoint Charles D.        
Davidson and James L. McElvany, and each of them, as proxies with power of      
substitution in each, to represent me and to vote all the shares of common stock
of the Company that I am entitled to vote at the Annual Meeting on April 29,    
2003 in the manner shown on this form as to the following matters and in their  
discretion on any other matters that come before the meeting.                   

 The Company's Board of Directors recommends a vote FOR proposal 1, with
no exceptions.

1.       Election of Directors                                                  

                                                                [Download Table]
                                                                        
FOR ALL NOMINEES WITH  FOR ALL NOMINEES WITH     WITHHOLD AUTHORITY     
NO EXCEPTIONS     [ ]  EXCEPTIONS NOTED     [ ]  FOR ALL NOMINEES    [ ]

                Michael A. Cawley, Edward F. Cox, Charles D. Davidson, James
C. Day, Kirby L. Hedrick, Dale P. Jones, Bruce A. Smith                         

         (Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)                         

The Company's Board of Directors recommends a vote FOR proposal 2.

2.       Proposal to amend the Company's 1992 Stock Option Plan to (a) increase 
    the aggregate number of shares that may be awarded by stock option
        grants and (b) increase the maximum number of shares for which options
may be awarded to a single employee in a single year:         

                 [ ] FOR             [ ] AGAINST               [ ] ABSTAIN

3.       In their discretion, the proxies are authorized to vote upon such other
    business or matters as may properly come before the meeting or any
adjournment thereof.                                          

(Continued and to be signed on reverse side)

Signature(s) of Stockholder(s)

                                   Dated:                                 , 2003

I hereby revoke any proxy or proxies previously given to represent or vote the  
shares of common stock of the Company that I am entitled to vote, and I ratify  
and confirm all actions that the proxies, their substitutes, or any of them, may
lawfully take in accordance with the terms of this proxy card.                  

Please sign this proxy as your name(s) appears above. Joint owners should both  
sign. If signed as attorney, executor, guardian or in some other representative 
capacity, or as officer of a corporation, please indicate your capacity or      
title.                                                                          

Please complete, date and sign this proxy and return it promptly in the enclosed
envelope, which requires no postage if mailed in the United States.             

 DO NOT PRINT IN THIS AREA SHAREHOLDER RECORD DATA

 DO NOT PRINT IN THIS AREA SHAREHOLDER RECORD DATA

THE PROXY HOLDERS CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. 
IF THIS PROXY IS SIGNED AND RETURNED, IT WILL BE VOTED IN ACCORDANCE WITH YOUR  
INSTRUCTIONS. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE         
APPROPRIATE BOXES ON THE REVERSE SIDE, BUT IF YOU DO NOT SPECIFY HOW THE PROXY  
SHOULD BE VOTED, IT WILL BE VOTED "FOR" PROPOSAL 1 (WITH NO EXCEPTIONS) and     
"FOR" PROPOSAL 2.                                                               

o FOLD AND DETACH HERE o

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14A’ Filing		Date		First		Last			Other Filings
		12/9/06		10		29
		4/27/04		25					DEF 14A
		1/28/04		5
		11/28/03		3		25
For Period End:		4/29/03		2		42
		3/27/03		3
Filed on / Effective on:		3/25/03
		3/24/03		2		26
		3/17/03		2		13
		1/27/03		7		34
		12/31/02		2		25			10-K,  10-K/A,  11-K
		8/1/02		4		5
		5/14/02		23					8-K
		4/11/02		6
		3/6/02		5
		2/1/02		16
		1/29/02		34					8-K
		1/1/02		20
		12/31/01		23		24			10-K/A,  10-K405
		10/2/00		16
		10/1/00		5
		4/25/00		34					DEF 14A
		2/1/00		34
		10/2/98		5
		12/31/97		22					10-K,  10-K/A
		4/22/97		34					DEF 14A
		12/31/96		28					10-K405
		12/10/96		34
		4/28/92		34
		2/1/92		5
		1/28/92		34
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