Exhibit
10.1
 
 AMENDMENT
TO THE
 2005
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
 OF NOBLE ENERGY,
INC.
 
 Pursuant
to the provisions of Section 6.03 thereof, the 2005 Stock Plan for Non-Employee
Directors of Noble Energy, Inc. (the “Plan”) is hereby amended in the following
respects only:
  FIRST:  Effective
as of September 1, 2008, Section 3.01 of the Plan is hereby amended by
restatement in its entirety to read as follows:
  3.01           Grant of
Options.  On the date a new Non-Employee Director is elected to
the Board of Directors, such Non-Employee Director shall be granted an option to
purchase the number of whole shares of Common Stock (not to exceed a maximum of
11,200 such shares) that results from dividing $125,000 (or such other amount as
shall be specified by the Board of Directors) by the option value per share of
Common Stock of the option being granted to such Non-Employee
Director.  On each February 1 after the Effective Date, each incumbent
Non-Employee Director shall be granted an option to purchase 2,800 shares of
Common Stock.  In addition to the foregoing automatic grants of
Options, at any time and from time to time the Board of Directors in its
discretion may grant an additional Option to any Non-Employee Director who
previously has received or concurrently is receiving a February 1 automatic
Option grant; provided, however, that the aggregate number of shares of Common
Stock that may be subject to Options granted pursuant to this sentence to a
particular Non-Employee Director during any calendar year, when
added  to the number of shares of Common Stock that are subject to the
Option automatically granted to such Non-Employee Director on February 1 of that
year, shall not exceed 11,200.  Each Option granted pursuant to the
Plan shall be subject to the restrictions, terms and conditions set forth in
Section 3.02 below, and to such other restrictions (including forfeiture
restrictions), terms and conditions not inconsistent therewith or with the other
provisions of the Plan as shall be determined by the Board of Directors in its
discretion at the time of the granting of such Option.
  SECOND:  Effective
as of September 1, 2008, Section 4.01 of the Plan is hereby amended by
restatement in its entirety to read as follows:
  4.01           Grant of Stock
Awards.  On the date a new Non-Employee Director is elected to
the Board of Directors, such Non-Employee Director shall be granted a Stock
Award of the number of whole shares of Common Stock (not to exceed a maximum of
4,800 such shares) that results from dividing $125,000 (or such other amount as
shall be specified by the Board of Directors) by the award value per share of
Common Stock of the Stock Award being granted to such Non-Employee
Director.  On each February 1 after the Effective Date, each incumbent
Non-Employee Director shall be granted a Stock Award of 1,200 shares of Common
Stock.  In addition to the foregoing automatic grants of Stock Awards,
at any time and from time to time the Board of Directors may grant an additional
Stock Award to any Non-Employee Director who previously has received or
concurrently is receiving a February 1 automatic Stock Award grant; provided,
however, that the aggregate number of shares of Common Stock that may be subject
to Stock Awards granted pursuant to this sentence to a particular Non-Employee
Director during any calendar year, when added to the number of shares of Common
Stock that are subject to the Stock Award automatically granted to such
Non-Employee Director on February 1 of that year, shall not exceed
4,800.  Each Stock Award granted pursuant to the Plan shall be subject
to the restrictions, terms and conditions set forth in Sections 4.02 and 4.03
below, and to such other restrictions (including forfeiture restrictions), terms
and conditions not inconsistent therewith or with the other provisions of the
Plan as shall be determined by the Board of Directors in its discretion at the
time of the granting of such Stock Award.
  IN
WITNESS WHEREOF, this Amendment has been executed on this 17 day of October,
2008.
  NOBLE
ENERGY, INC.
 
 
 
 By:           /s/ Charles D.
Davidson
 Name: 
    Charles D. Davidson
 Title:        President
and Chief Executive Officer
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