EXHIBIT
10.39










NOBLE
ENERGY, INC.





2005 NON-EMPLOYEE DIRECTOR
FEE DEFERRAL PLAN





THIS AMENDED PLAN, made and executed by
Noble Energy, Inc. (the “Company”) at Houston, Texas,





WITNESSETH
THAT:





WHEREAS, effective as of April 23,
2002, the Company (formerly known as Noble Affiliates, Inc.) established the
Noble Affiliates, Inc. Non-Employee Director Fee Deferral Plan (the “Original
Plan”) for the benefit of the non-employee directors of the Company;
and





WHEREAS, effective as of August 1,
2003, the Original Plan was renamed the Noble Energy, Inc. Non-Employee Director
Fee Deferral Plan and amended by restatement in its entirety to make certain
changes; and





WHEREAS, in order to make certain
changes designed to comply with the requirements of Internal Revenue Code
section 409A, effective as of January 1, 2005, the Original Plan was amended to
separate the portion of the Original Plan applicable to amounts deferred prior
to January 1, 2005 (which portion continues to be known as the Noble Energy,
Inc. Non-Employee Director Fee Deferral Plan), from the portion of the Original
Plan applicable to amounts deferred after December 31, 2004 (which portion is
this Noble Energy, Inc. 2005 Non-Employee Director Fee Deferral Plan);
and





WHEREAS, the Company now desires to
amend this Noble Energy, Inc. 2005 Non-Employee Directors Plan to make certain
additional changes designed to comply with the requirements of Internal Revenue
Code section 409A;





NOW, THEREFORE, in consideration of the
premises and pursuant to the provisions of Section 5 thereof, the Noble Energy,
Inc. 2005 Non-Employee Director Fee Deferral Plan is hereby amended by
restatement in its entirety effective as of January 1, 2008, to read as
follows:





Section1.Establishment
and Purpose.  The Company has
established this Non-Employee Director Fee Deferral Plan to promote the
long-term success of the Company by creating a long-term mutuality of interests
between the non-employee directors and stockholders of the Company, to provide
an additional inducement for such directors to remain with the Company and to
provide a means through which the Company may attract able persons to serve as
directors of the Company.





Section2.Definitions.  For purposes of
the Plan, the following terms shall have the indicated meanings:





(a)          “Affiliate”
means any incorporated or unincorporated trade or business or other entity or
person, other than the Company, that along with the Company is considered a
single employer under Code section 414(b) or Code section 414(c); provided,
however, that (i) in applying Code section 1563(a)(1), (2), and (3) for the
purposes of determining a controlled group of corporations under Code section
414(b), the phrase “at least 50 percent” shall be used instead of the phrase “at
least 80 percent” in each place the phrase “at least 80 percent” appears in Code
section 1563(a)(1), (2), and (3), and (ii) in applying Treas. Reg. section
1.414(c)-2 for the purposes of determining trades or businesses (whether or not
incorporated) that are under common control for the purposes of Code section
414(c), the phrase “at least 50 percent” shall be used instead of the phrase “at
least 80 percent” in each place the phrase “at least 50 percent” appears in
Treas. Reg. section 1.414(c)-2.





(b)          “Applicable
Percentage” means, with respect to a particular month, the annual prime rate of
interest announced by JPMorgan Chase Bank, Dallas, Texas for the first business
day of such month.





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(c)          “Board
of Directors” means the Board of Directors of the Company.





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





(e)          “Committee”
means the Corporate Governance and Nominating Committee of the Board of
Directors.





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





(g)          “Deferral
Account” means an account established and maintained on the books of the Company
pursuant to Plan Section 4(b) to record a Participant’s interest under the
Plan.





(h)          “Director
Fees” means all cash compensation payable by the Company to a Non-Employee
Director for his or her services as a director of the Company.





(i)          “Election
Period” means, with respect to a Plan Year, the 3-month period prior to the
beginning of such year.  The term “Election Period” shall also include
the 30-day election period provided for under Plan Section 4(a).





(j)          “Non-Employee
Director” means an individual who (i) is a member of the Board of Directors by
virtue of being elected to the Board of Directors by the stockholders of the
Company or by the Board of Directors under applicable corporate law, and (ii) is
not an officer or employee of the Company or an Affiliate.





(k)          “Participant”
means a Non-Employee Director or former Non-Employee Director for whom a
Deferral Account is being maintained under the Plan.





(l)          “Plan”
means this Noble Energy, Inc. 2005 Non-Employee Director Fee Deferral Plan as in
effect from time to time.





(m)          “Plan
Year” means the calendar year.





Section3.Plan
Administration.  The Plan shall be
administered by the Committee.  The Committee shall have discretionary
and final authority to interpret and implement the provisions of the
Plan.  The Committee shall act by a majority of its members at the
time in office and such action may be taken either by a vote at a meeting or in
writing without a meeting.  The Committee may adopt such rules and
procedures for the administration of the Plan as are consistent with the terms
hereof and shall keep adequate records of its proceedings and
acts.  Every interpretation, choice, determination of other exercise
by the Committee of any power or discretion given either expressly or by
implication to it shall be conclusive and binding upon all parties having or
claiming to have an interest under the Plan or otherwise directly or indirectly
affected by such action (without restriction, however, on the right of the
Committee to reconsider and redetermine such action).  The Plan is
intended to provide compensation and benefits that are not subject to the tax
imposed under Internal Revenue Code section 409A and shall be interpreted and
administered to the extent possible in accordance with such intent.








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Section
4. Deferred Compensation
Provisions.
 
 (a)           Deferral
Elections.  During the Election Period for each Plan Year a
Non-Employee Director may elect to have all or any portion of the Director Fees
otherwise payable to him or her for his or her services to be performed for such
year deferred for future payment by the Company in accordance with the
provisions of the Plan.  If an individual becomes a Non-Employee
Director for the first time during a Plan Year, or if a former Non-Employee
Director resumes serving as a Non-Employee Director during a Plan Year and was
not a Non-Employee Director during the 24-month period immediately preceding the
date of his or her resumption of service as a Non-Employee Director, such
Non-Employee Director may make the election referred to in this Plan Section
4(a) within thirty
(30) days after the date he or she first becomes or resumes being, as the case
may be, a Non-Employee Director; provided, however, that the deferral election
so made shall apply only to the Director Fees otherwise payable to such
Non-Employee Director for his or her services to be performed after the end of
said 30-day election period.  The deferral election made by a
Non-Employee Director for a Plan Year pursuant to this Plan Section 4(a) shall
specify (i) the portion of the Directors Fees otherwise payable to him or her
for such year that shall be deferred pursuant to the Plan, (ii) the date that
the amount credited to his or her Deferral Account for such year shall be
distributed or commence being distributed (which date shall be at least twelve
(12) months after the end of the Election Period for such year, and shall be
subject to being accelerated in accordance with the provisions of Plan Section
4(d), Plan Section 5 or Plan Section 6(c)), and (iii) the form of distribution
that shall apply to the amount credited to his or her Deferral Account for such
year.  The deferral election made by a Non-Employee Director for a
Plan Year pursuant to this Plan Section 4(a) shall (i) be made in writing on a
form prescribed by and filed with the Committee, (ii) be irrevocable after the
end of the Election Period for such Plan Year, and (iii) continue to be
effective as a deferral election made for each succeeding Plan Year until such
Non-Employee Director changes or terminates his or her deferral election for a
succeeding Plan Year during the Election Period for such year.  If no
deferral election under this Plan is in effect for a Non-Employee Director for a
Plan Year, his or her Director Fees for such year shall be paid by the Company
to him or her in cash on the dates such Directors Fees are normally due to be
paid under the policies and practices of the Company with respect
thereto.





(b)           Deferral
Accounts.  For each Plan Year the Company shall establish and
maintain on its books a Deferral Account for each Non-Employee Director who
elects to defer a Director Fees amount for such year pursuant to Plan Section
4(a).  Each such Account shall be designated by the name of the
Participant for whom established and the Plan Year to which it relates, and the
amount of any Director Fees otherwise payable by the Company to a Participant
for a Plan Year that such Participant has elected to defer for such year
pursuant to Plan Section 4(a) shall be credited by the Company to such
Participant’s Deferral Account for that year on the date such amount would
otherwise have been paid by the Company to such Participant.





(c)           Deferral Account
Adjustments.  On the last day of each month, the amount
credited to each Deferral Account maintained for a Participant shall be credited
with notional earnings in an amount equal to the product obtained by multiplying
one-twelfth (1/12) of the Applicable Percentage by the amount that has been
credited to such Account for the entire period of such month.





(d)           Deferral Account
Payments.  The amount credited to a Deferral Account maintained
for a Participant (i) shall be distributed or commence being distributed, as the
case may be, to such Participant pursuant to this Plan Section 4(d) on the first
day of the first month commencing after the first to occur of (1) the date
specified by such Participant in his or her election filed with the Committee
for such Deferral Account during the Election Period for the Plan Year to which
such Deferral Account relates, or (2) the date of such Participant’s separation
from service (within the meaning of Internal Revenue Code section 409A and the
regulations and other guidance issued thereunder) with the group of service
recipients that includes the Company and each Affiliate, and (ii) shall be
distributed to such Participant either in a single distribution or in
approximately equal annual installments over a period of up to five (5) years,
such form of distribution to be made in accordance with such Participant’s
election filed with the Committee for such Deferral Account during the Election
Period for the Plan Year to which such Deferral Account relates.  The
amount of any annual installment payment shall be determined by dividing the
total undistributed balance remaining to be paid by the number of installments
remaining to be paid.  Installment payments after the first of a
series of installment payments shall be made on anniversary dates of the first
installment payment.  When an amount credited to a Participant’s
Deferral Account becomes distributable, such amount shall be paid by the Company
to such Participant in cash and charged against such Deferral
Account.  If the amount credited to a Deferral Account is paid in
installments over a period of years, the provisions of Plan Section 4(c) shall
continue to apply to the amount credited to such Deferral Account from time to
time.





(e)           Death of
Participant.  Upon the death of a Participant, the amount
credited to each Deferral Account maintained for such Participant shall be paid
by the Company in a single distribution in cash to the beneficiary or
beneficiaries designated by such Participant and charged against such Deferral
Account.  Such designation of beneficiary or beneficiaries shall be
made in writing on a form prescribed by and filed with the Committee, and shall
remain in effect until changed by such Participant by the filing of a new
beneficiary designation form with the





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Committee.  If
a Participant fails to so designate a beneficiary, or in the event all of the
designated beneficiaries are individuals who predecease the Participant, any
remaining amount payable under the Plan shall be paid to such Participant’s
estate.  All distributions under this Plan Section 4(e) shall be made
within 90 days following the Participant’s death.





Section 5.Plan
Amendment and Termination.  The Board of
Directors shall have the right and power at any time and from time to time to
amend the Plan, in whole or in part, for any reason; provided, however, that no
such amendment shall reduce the amount actually credited to a Participant’s
Deferral Account as of the date of such amendment, or further defer the date or
dates for the payment of such amount, without the consent of the affected
Participant.  The Board of Directors shall also have the right and
power at any time and for any reason to terminate the Plan and to provide for
the distribution to a Participant of the amounts then credited to his or her
Deferral Accounts in a manner that does not subject such amounts to the tax
imposed by Code section 409A.





Section 6. General
Provisions.





(a)           Nature of Plan and
Rights.  The Plan is unfunded and maintained by the Company
primarily for the purpose of providing deferred compensation for Non-Employee
Directors.  The Deferral Accounts maintained under this Plan are
fictional devices used solely for the accounting purposes of the Plan to
determine an amount of money to be paid by the Company to a Participant pursuant
to the Plan, and shall not be deemed or construed to create a trust fund or
security interest of any kind or to grant a property interest of any kind to any
Participant, designated beneficiary or estate.  The amounts credited
by the Company to Deferral Accounts maintained under the Plan are and for all
purposes shall continue to be a part of the general liabilities of the Company,
and to the extent that a Participant, designated beneficiary or estate acquires
a right to receive a cash payment from the Company pursuant to the Plan, such
right shall be no greater than the right of any unsecured general creditor of
the Company.





(b)           No Continuing Right as
Director.  Neither the adoption or operation of the Plan, nor
the Plan itself or any document describing or relating to the Plan, shall confer
upon any Participant any right to continue as a director of the Company or
interfere in any way with the rights of the stockholders of the Company or the
Board of Directors to elect and remove directors.





(c)           Special
Distributions.  Any provision of the Plan to the contrary
notwithstanding, the Committee in its absolute discretion may direct the Company
to accelerate the time for the making of a payment under the Plan to or with
respect to a Participant to the extent that such acceleration is a permitted
exception under Treas. Reg. section 1.409A-3(j)(4) (or other applicable guidance
issued by the Internal Revenue Service) that does not subject such accelerated
payment to the tax imposed by Code section 409A.




(d)           Compliance with Code Section
409A.  The compensation payable by the Company to a Participant
or beneficiary of a deceased Participant pursuant to the Plan is intended to be
compensation that is not subject to the tax imposed by Code section 409A, and
the Plan shall be administered and construed to the fullest extent possible to
reflect and implement such intent.




(e)           Spendthrift
Provision.  No Deferral Account balance or other right or
interest under the Plan of a Participant, designated beneficiary or estate may
be assigned, transferred or alienated, in whole or in part, either directly or
by operation of law (except pursuant to a qualified domestic relations order
within the meaning of Code section 414(p)), and no such balance, right or
interest shall be liable for or subject to any debt, obligation or liability of
such Participant, designated beneficiary or estate.





(f)           Severability.  If
any provision of the Plan is held to be illegal or invalid for any reason, such
illegal or invalid provision shall not affect the remaining provisions of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included herein.





(g)           Expenses.  All
expenses associated with the administration of the Plan, including but not
limited to legal and accounting fees, shall be paid by the Company.





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(h)           Binding
Effect.  The obligations of the Company under the Plan shall be
binding upon any successor corporation or organization resulting from the
merger, consolidation or other reorganization of the Company, or upon any
successor corporation or organization succeeding to all or substantially all of
the assets and business of the Company.  The terms and conditions of
the Plan shall be binding upon each Participant and his or her heirs, legatees,
distributee and legal representatives.





(i)           Governing
Law.  The provisions of the Plan shall be governed by and
construed in accordance with the internal laws (without regard to principles of
conflicts of laws) of the State of Texas.





(j)           Construction.  The
headings of the Sections and subsections in the Plan are placed herein for
convenience of reference only, and in case of any conflict, the text of this
instrument, rather than such titles or headings, shall control.  When
a noun or pronoun is used in the Plan in plural form and there is only one
person or entity within the scope of the word so used, or in singular form and
there is more than one person or entity within the scope of the word so used,
such noun or pronoun shall have a plural or singular meaning as appropriate
under the circumstance.








IN WITNESS WHEREOF, the undersigned has
executed this Plan on this 18th
day of December, 2007, to be effective as of January 1, 2008.







NOBLE
      ENERGY, INC.By:
              /s/ Charles
      D. DavidsonName:
      Charles D. DavidsonTitle:  
      President and Chief Executive Officer








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