EXHIBIT
10.40











NOBLE
ENERGY, INC.


CHANGE
OF CONTROL SEVERANCE PLAN FOR EXECUTIVES








THIS CHANGE OF CONTROL SEVERANCE PLAN
FOR EXECUTIVES, made and executed at Houston, Texas, by Noble Energy, Inc., a
Delaware corporation (the “Company”),





WITNESSETH
THAT:





WHEREAS,
effective as of October 24, 2006, the Company established the Noble Energy, Inc.
Change of Control Severance Plan for Executives (the “Plan”) to provide for the
payment of severance benefits to certain key employees of the Company and its
participating affiliates whose employment with the Company or such an affiliate
terminated under certain circumstances; and




WHEREAS,
the Company now desires to amend the Plan to make certain changes designed to
comply with the requirements of Code Section 409A;




NOW,
THEREFORE, in consideration of the premises, the Plan is hereby amended by
restatement its entirety effective as of January 1, 2008, to read as
follows:









ARTICLE
I.





DEFINITIONS





1.1           Definitions.  Where
the following words and phrases appear in the Plan, they shall have the
respective meanings set forth below, unless their context clearly indicates to
the contrary.





(a) “Affiliated
Company”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) “Annual Cash
Compensation”
shall mean, with respect to a Covered Employee, such Covered Employee’s
annualized salary in effect on the date of the earliest Change of Control to
occur during the 18-month period prior to the date of such Covered Employee’s
Involuntary Termination, plus the greater of (1) such Covered Employee’s annual
target bonus for the then-current annual bonus period, or (2) the average annual
bonus paid or payable by the Employer to such Covered Employee for the
three-year period (or for the period of such Covered Employee’s employment, if
such Covered Employee has not been employed for all of such three-year period)
immediately preceding the date of such Change of Control.




(c) “Applicable
Factor” shall
mean the factor specified as applicable to the Chief Executive Officer, a Senior
Executive and a Key Executive, respectively, on the attached Schedule
A.







1





(d) “Board” shall mean the Board of
Directors of the Company.




(e) A
“Change of
Control” shall be
deemed to have occurred if:




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





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





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





(4)           any
“person,” as that term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its
subsidiaries, any employee benefit plan of  the Company or any of its
subsidiaries, or any entity organized, appointed or established by the Company
for or pursuant to the terms of such a plan), together with all “affiliates” and
“associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of
such person (as well as any “Person” or “group” as those terms are used in
Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial
owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of securities of the Company representing
in the aggregate twenty-five percent (25%) or more of either the then
outstanding shares of common stock, par value $3.331⁄3 per share, of the Company
(“Common Stock”) or the Voting Securities of the Company, in either such case
other than solely as a result of acquisitions of such securities directly
from  the Company.  Without limiting the foregoing, a person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares the power to vote, or to direct the
voting of, or to dispose, or to direct the disposition of, Common Stock or other
Voting Securities of the Company shall be deemed the beneficial owner of such
Common Stock or Voting Securities.





Notwithstanding
the foregoing, a “Change of Control” of the Company shall not be deemed to have
occurred for purposes of paragraph (4) of this Section 1.1(d) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Common Stock or other Voting Securities of the Company
outstanding, increases (i) the proportionate number of shares of Common Stock
beneficially owned by any person to twenty-five percent (25%) or more of the
shares of Common Stock then outstanding or (ii) the proportionate voting power
represented by the Voting Securities of the Company beneficially owned by any
person to twenty-five percent (25%) or more of the combined voting power of all
then outstanding Voting Securities; provided, however, that if any person
referred to in clause (i) or (ii) of this sentence shall thereafter become the
beneficial owner of any additional shares of Common Stock or other Voting
Securities of the Company (other than a result of a stock split, stock dividend
or similar transaction), then a Change of Control of  the Company
shall be deemed to have occurred for purposes of paragraph (4) of this Section
1.1(d).





(f) “Chief Executive
Officer” shall
mean the individual who is the Chief Executive Officer of the
Company.




(g) “Code” shall mean the Internal
Revenue Code of 1986, as amended.







2





(h) “Committee” shall mean the committee
appointed by the Board to administer the Plan.




(i) “Company” shall mean Noble Energy,
Inc., a Delaware corporation.




(j) A
“Constructive
Termination”
shall be deemed to have occurred with respect to a Covered Employee if the
Employer:




(1)           within
two (2) years after a Change of Control occurs, demotes such Covered Employee to
a lesser position, in title or responsibility, as compared to the highest
position held by him or her with the Employer at the earlier of the occurrence
of a Change of Control or the date on which a tentative agreement is reached by
the Employer, or a public announcement is made, regarding a proposed Change of
Control that ultimately occurs;





(2)           within
two (2) years after a Change of Control occurs, reduces such Covered Employee’s
total annual compensation (i.e., the sum of his or her annual salary, his or her
target bonus under the Employer’s annual incentive bonus plan or similar plan in
effect at the applicable time and the value of other employment benefits
provided to such Covered Employee by the Employer) below the level in effect at
the earlier of the occurrence of a Change of Control or the date on which a
tentative agreement is reached by the Employer, or a public announcement is
made, regarding a proposed Change of Control that ultimately occurs;
or





(3)           within
one (1) year after a Change of Control occurs, requires or requests such Covered
Employee to relocate to a principal place of employment more than fifty (50)
miles from the location where he or she was principally employed immediately
prior to the Change of Control.





(k) “Covered
Employee” shall
mean an individual who is the Chief Executive Officer, a Senior Executive or a
Key Executive, excluding, however, any individual who is a party to an
individual written change of control agreement with the Employer providing
severance payments upon such individual’s termination of employment with the
Employer.




(l) “Effective
Date” shall mean
January 1, 2008.




(m) “Employer” shall include the Company
and each other entity or organization that adopts the Plan in accordance with
the provisions of Section 4.4 of the Plan and their successors.




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




(o) “Involuntary
Termination”
shall mean a Covered Employee’s Separation from Service which:




(1)           does
not result from a voluntary resignation by the Covered Employee (other than a
resignation pursuant to Section 1.1(o)(2)); or





(2)           results
from a resignation by a Covered Employee on or before the date which is sixty
(60) days after the date the Covered Employee is notified of a Constructive
Termination applicable to him or her;





provided,
however, that the term “Involuntary Termination” shall not include a Termination
for Cause or a Covered Employee’s Separation from Service as a result of such
Covered Employee’s death, disability under circumstances entitling him or her to
benefits under the Employer’s long-term disability plan, or
Retirement.







3




(p) Key
Executive”shall mean a Covered
Employee who is employed by the Employer in a job category or position specified
as a Key Executive job category or position on the attached Schedule
A.




(q) Payment
Date” shall mean (1) with respect to a Covered Employee who is not a
Specified Employee, the date that is thirty (30) days after the date of such
Covered Employee’s Involuntary Termination, and (2) with respect to a Covered
Employee who is a Specified Employee, the earlier of (i) the first business day
that is six (6) months after the date of such Covered Employee’s Involuntary
Termination, or (ii) the date that is thirty (30) days after the date of such
Covered Employee’s death following his or her Separation from
Service.




(r) “Retirement”
shall mean a Covered Employee’s voluntary resignation onor after the date as of
which he or she either (1) has attained age fifty-five (55) and completed five
(5) years of Vesting Service (within the meaning of the Noble Energy, Inc.
Retirement Plan as in effect immediately prior to a Change in Control), or (2)
has attained age sixty-five (65) (regardless of the number of his or her years
of such Vesting Service), excluding in either case, however, a resignation at
the request of the Employer or a resignation within sixty (60) days after such
Covered Employee is notified of a Constructive Termination applicable to him or
her.




(s) “Senior
Executive” shall
mean a Covered Employee who is employed by the Employer in a job category or
position specified as a Senior Executive job category or position on the
attached Schedule A.




(t) “Separation from
Service”means, with respect to a Covered Employee, such Covered
Employee’s separation from service (within the meaning of Code section 409A and
the regulations and other guidance promulgated thereunder) with the group of
employers that includes the Company and each Affiliated Company.  With
respect to services as an employee, an employee’s Separation from Service shall
be deemed to occur on the date as of which the employee and his or her employer
reasonably anticipate that no further services will be performed after such date
or that the level of bona fide services the employee will perform after such
date (whether as an employee or an independent contractor) will permanently
decrease to no more than 20 percent of the average level of bona fide services
performed (whether as an employee or an independent contractor) over the
immediately preceding 36-month period (or the full period of services to the
employer if the employee has been providing services to the employer less than
36 months).




(u) “Specified
Employee”means a Covered Employee who is a specified employee within the
meaning of Code section 409A(a)(2) and the regulations and other guidance
promulgated thereunder.  Each Specified Employee will be identified by
the Compensation, Benefits and Stock Option Committee of the Board (the
“Compensation Committee”) as of each December 31, using such definition of
compensation permissible under Treas. Reg. section 1.409A-1(i)(2) as the
Compensation Committee shall determine in its discretion, and each Specified
Employee so identified shall be treated as a Specified Employee for the purposes
of this Plan for the entire 12-month period beginning
on the April 1 following a December 31 Specified Employee identification
date.




(v) “Termination for
Cause” shall mean
an Employer’s or Affiliated Company’s termination of a Covered Employee’s
employment with such Employer or Affiliated Company because of (1) the willful
and continued failure by such Covered Employee to perform the duties of his or
her position with such Employer or Affiliated Company or his or her continued
failure to perform the duties reasonably requested or reasonably prescribed by
the Board (other than as a result of such Covered Employee’s death or
disability), (2) the engaging by such Covered Employee in conduct involving a
material misuse of the funds or property of an Employer or Affiliated Company,
(3) the gross negligence or willful misconduct by such Covered Employee in the
performance of his or her duties that results in, or causes, material monetary
harm to an Employer or Affiliated Company, (4) such Covered Employee’s
commission of a felony or a civil or criminal offense involving moral turpitude,
or (5) such Covered Employee’s material violation of the Company’s Code of
Business Conduct and Ethics.  A Covered Employee’s Termination for
Cause shall be made only after reasonable notice to such Covered Employee and an
opportunity for such Covered Employee, together with counsel, to appear before
the Board.  A Covered Employee’s Termination for Cause shall be
effective only if agreed upon by a majority of the directors of the
Board.




(w) “Welfare Benefit
Coverages” shall
mean the medical, dental, vision and life insurance coverages provided by the
Employer to its active employees.




1.2           Number
and Gender.  Wherever appropriate herein, words used in the
singular shall be considered to include the plural and the plural to include the
singular.  The masculine gender, where appearing in the Plan, shall be
deemed to include the feminine gender.





1.3             Headings.  The
headings of Articles and Sections herein are included solely for convenience and
if there is any conflict between such headings and the text of the Plan, the
text shall control.






ARTICLE
II.





SEVERANCE
BENEFITS





2.1             Severance
Benefits.  Subject to the provisions of Section 2.2, if a
Covered Employee’s Separation from Service occurs by reason of an Involuntary
Termination described in Section 1.1(j)(1), Section 1.1(j)(2) or Section
1.1(o)(1) which occurs within two (2) years after a Change of Control occurs, or
by reason of an Involuntary Termination described in Section 1.1(j)(3) which
occurs within one (1) year after a Change of Control occurs, the Employer
shall:





(a)           pay
to such Covered Employee when due under the Employer’s normal payroll procedures
all unpaid salary due to, and unreimbursed expenses incurred by, such Covered
Employee in the performance of his or her duties for the Employer through the
date of such Involuntary Termination;





4





(b)           pay
to such Covered Employee on his or her Payment Date an amount in cash equal to
such Covered Employee’s Annual Cash Compensation multiplied by the Applicable
Factor that applies to such Covered Employee;





(c)           pay
to such Covered Employee on his or her Payment Date an amount in cash equal to
such Covered Employee’s prorata (measured as the number of days expired, as of
the annual date of such Involuntary Termination, in the then-current annual
bonus period, divided by 365) target bonus for the then-current annual bonus
period;





(d)           within
thirty (30) days of receiving a detailed invoice for same, reimburse such
Covered Employee, up to a maximum cumulative amount of $15,000, for the
reasonable fees of no more than one (1) out-placement or similar service
provider engaged by such Covered Employee to assist in finding employment
opportunities for such Covered Employee during the one-year period following the
date of such Involuntary Termination, provided that all reimbursements to be
made pursuant to this Section 2.1(d) shall be made to such Covered Employee no
later than the end of the second calendar year following the calendar year in
which such Covered Employee’s Separation from Service occurs; and





(e)           provide
such Covered Employee with continued Welfare Benefit Coverages for himself or
herself and, where applicable, his or her eligible dependents, for the period of
months following the date of such Involuntary Termination that is specified for
such Covered Employee on the attached Schedule A; provided, however, that such
Covered Employee must continue to pay the premiums paid by active employees of
the Employer from time to time for such coverages.  Such benefit
rights shall apply only to those Welfare Benefit Coverages that the Employer has
in effect from time to time for active employees.  If the Employer
determines that providing one of the Welfare Benefit Coverages under a welfare
plan maintained by the Employer will fail to satisfy a nondiscrimination
requirement that the Employer intended such welfare plan to satisfy, then
instead of providing such benefit under such welfare plan, the Employer may
provide such benefit to or with respect to such Covered Employee under another
plan or insurance arrangement.  Welfare Benefit Coverages shall
immediately end upon the Covered Employee’s obtainment of new employment and
eligibility for similar Welfare Benefit Coverages (with the Covered Employee
being obligated hereunder to promptly report such eligibility to the
Employer).





The
severance benefits payable under this Section 2.1 (1) shall be deemed to be
severance pay subject to any required tax withholding, and (2) shall not
constitute compensation that is taken into account for the purposes of
determining benefits or allocating contributions under any employee benefit plan
(within the meaning of ERISA) maintained by the Employer.





2.2           Release
and Full Settlement.  Any provision of
the Plan to the contrary notwithstanding, as a condition to the receipt of any
severance benefit hereunder, a Covered Employee whose Separation from Service
occurs by reason of an Involuntary Termination shall execute a release and
indemnity, in such reasonable form as may be approved by the Committee,
releasing the Board, the Committee, the Employer and the Employer’s affiliates,
shareholders, partners, officers, directors, employees and agents from, and
indemnifying each such party against, any and all claims and causes of action of
any kind or character, including but not limited to all claims or causes of
action arising out of such Covered Employee’s employment with the Employer, the
termination of such employment and the performance of the Employer’s obligations
hereunder, and the receipt by such Covered Employee of any benefit provided
hereunder shall constitute full settlement of all such claims and causes of
action of such Covered Employee.





2.3           Mitigation.  A
Covered Employee shall not be required to mitigate the amount of any payment
provided for in this Article II by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this Article II be reduced by
any compensation or benefit earned by the Covered Employee as the result of
employment by another employer or by retirement benefits.  The
benefits under the Plan are in addition to any other benefits to which a Covered
Employee is otherwise entitled.





2.4           Gross-Up
Payment.  In the event that (a) a Covered Employee becomes
entitled to the severance benefits provided under Section 2.1 (the “Change of
Control Benefits”) and any of the Change of Control Benefits will
be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, or
any successor provision, or (b) any payments or benefits received or to be
received by such Covered Employee pursuant to the terms of any other plan,
arrangement or agreement (the “Other Benefits”) will be subject to the Excise
Tax, the Employer shall pay to such Covered Employee an additional amount (the
“Gross-Up Payment”) such that the net amount retained by such Covered Employee,
after deduction of any Excise Tax on the Change of Control Benefits and the
Other Benefits, and any federal, state and local income tax and Excise Tax upon
the payment provided for by this Section 2.4, shall be equal to the Change of
Control Benefits and the Other Benefits.





5





For
purposes of determining whether any of the Change of Control Benefits or the
Other Benefits will be subject to the Excise Tax and the amount of such Excise
Tax:





(1) any payments
or benefits received or to be received by such Covered Employee in connection
with a change in control of the Employer or such Covered Employee’s Separation
from Service (whether pursuant to the terms of the Plan or any other plan,
arrangement or agreement with the Employer, any person whose actions result in
change in control or any person affiliated with the Employer or such persons)
shall be treated as “parachute payments” within the meaning of Section
280G(b)(2) of the Code, and all “excess parachute payments” within the meaning
of Section 280G(b)(1) shall be treated as subject to the Excise Tax, except to
the extent that, in the opinion of tax counsel selected by the Board, such
payments or benefits (in whole or in part) do not constitute parachute payments,
or such excess payments (in whole or in part) represent reasonable compensation
for services actually rendered within the meaning of Section 280G(b)(4) of the
Code,





(2) the amount of
the Change of Control Benefits and the Other Benefits that shall be treated as
subject to the Excise Tax shall be equal to the lesser of (A) the total amount
of the Change of Control Benefits and the Other Benefits or (B) the amount of
excess parachute payments within the meaning of Sections 280G(b)(1) and (4)
(after applying subparagraph (1) above), and





(3) the value of
any non-cash benefits or any deferred payment or benefit shall be determined
by  tax counsel, selected by the Board, in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.





For
purposes of determining the amount of the Gross-Up Payment, such Covered
Employee shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest marginal
rates of taxation in the state and locality of the such Covered Employee’s
residence on the date of separation, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes.  In the event that the Excise Tax is subsequently determined to
be less than the amount taken into account hereunder at the time of such Covered
Employee’s Separation from Service, such Covered Employee shall repay to the
Employer at that time that amount of such reduction in Excise Tax as is finally
determined to be the portion of the Gross-Up Payment attributable to such
reduction plus interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(B) of the Code.  In the event that the Excise Tax
is determined to exceed the amount taken into account hereunder at the time of
such Covered Employee’s Separation from Service (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
Gross-Up Payment), the Employer shall make an additional gross-up payment to
such Covered Employee in respect of such excess (plus any interest payable with
respect to such excess) at the time that the amount of such excess is finally
determined.





Any
payment to be made to a Covered Employee pursuant to this Section 2.4 shall be
made within thirty (30) days after such Covered Employee remits the related
taxes.





2.5           Six-Month
Lookback Alternate Benefits.  Any provision of
the Plan to the contrary notwithstanding, if during the six-month period
immediately prior to a Change of Control a Covered Employee was employed by the
Employer in a job category or position that would provide greater benefits under
the Plan than would be provided under the Plan for such Covered Employee with
respect to his or her job category or position with the Employer immediately
prior to such Change of Control, then in lieu of the benefits applicable under
the Plan to such Covered Employee’s job category or position with the Employer
immediately prior to such Change of Control, such Covered Employee shall be
entitled to receive under the Plan the benefits under the Plan that apply to
such Covered Employee’s job category or position with the Employer during the
six-month period immediately prior to such Change of Control that provides the
greatest benefits to such Covered Employee.





6




ARTICLE
III.





ADMINISTRATION OF
PLAN




3.1           Committee’s
Powers and Duties.  It shall be a principal duty of the
Committee to see that the Plan is carried out, in accordance with its terms, for
the exclusive benefit of persons entitled to participate in the
Plan.  The Committee shall be the Plan’s named fiduciary and shall
have full power to administer the Plan in all of its details, subject to
applicable requirements of law.  For this purpose, the Committee’s
powers shall include, but not be limited to, the following authority, in
addition to all other powers provided by the Plan:


(a)           to
make and enforce such rules and regulations as it deems necessary or proper for
the efficient administration of the Plan;





(b)           to
interpret the Plan, its interpretation thereof to be final and conclusive on all
persons claiming benefits under the Plan;





(c)           to
decide all questions concerning the Plan and the eligibility of any person to
participate in the Plan;





(d)           to
make determination as to the right of any person to a benefit under the Plan
(including, without limitation, to determine whether and when there has been a
termination of a Covered Employee’s employment and the cause of such
termination);





(e)           to
appoint such agents, counsel, accountants, consultants, claims administrators
and other persons as may be required to assist in administering the
Plan;





(f)           to
allocate and delegate its responsibilities under the Plan and to designate other
persons to carry out any of its responsibilities under the Plan, any such
allocation, delegation or designation to be in writing;





(g)           to
sue or cause suit to be brought in the name of the Plan; and





(h)           to
obtain from the Employer and from the Covered Employees such information as is
necessary for the proper administration of the Plan.





3.2           Member’s
Own Participation.  No member of the Committee may act, vote,
or otherwise influence a decision of the Committee specifically relating to
himself or herself as a participant in the Plan.





3.3           Indemnification.The Company shall
indemnify and hold harmless each member ofthe Committee against
any and all expenses and liabilities arising out of his or her administrative
functions or fiduciary responsibilities with respect to the Plan, including any
expenses and liabilities that are caused by or result from an act or omission
constituting the negligence of such member in the performance of such functions
or responsibilities, but excluding expenses and liabilities that are caused by
or result from such member’s own gross negligence or willful
misconduct.  Expenses against which such member shall be indemnified
hereunder shall include, without limitation, the amounts of any settlement or
judgment, costs, counsel fees, and related charges reasonably incurred in
connection with a claim asserted or a proceeding brought or settlement
thereof.





3.4           Compensation,
Bond and Expenses.The members of
the Committee shall not receive compensation for their services as members of
the Committee.  To the extent required by applicable law, but not
otherwise, Committee members shall furnish bond or security for the performance
of their duties hereunder. Any expenses properly incurred by the Committee
incident to the administration, termination or protection of the Plan, including
the cost of furnishing bond, shall be paid by the Company.





7





3.5           Claims
Procedure.  A Covered Employee that the Committee determines is
entitled to a benefit under the Plan is not required to file a claim for such
benefit.  A Covered Employee who is not paid a Plan benefit and who
believes that he or she isentitled to such
benefit, or who has been paid a Plan benefit andwho believes that he or
she is entitled to a greater benefit, shall file a written claim for such
benefit withthe
Committee no later than sixty (60) days after such Covered Employee’s Payment
Date.  In any case in which a claim for a Plan benefit is submitted by
a Covered Employee, theCommittee shall furnish
written notice to the claimant within sixty (60) days (or within 120 days if
additional information requested by the Committee necessitates an extension of
the sixty-day period), which notice shall:





(a)           state
the specific reason or reasons for the denial or modification;





(b)           provide
specific references to pertinent Plan provisions on which the denial or
modification is based;





(c)           provide
a description of any additional material or information necessary for the
Covered Employee or his or her representative to perfect the claim, and an
explanation of why such material or information is necessary; and





(d)           explain
the Plan’s claim review procedure as contained herein.





In
the event a claim for a Plan benefit is denied or modified, if the Covered
Employee or his or her representative desires to have such denial or
modification reviewed, he or she must, within sixty (60) days following receipt
of the notice of such denial or modification, submit a written request for
review by the Committee of its initial decision. In connection with such
request, the Covered Employee or his or her representative may review any
pertinent documents upon which such denial or modification was based and may
submit issues and comments in writing.  Within sixty (60) days
following such request for review, the Committee shall, after providing a full
and fair review, render its final decision in writing to the Covered Employee
and his or her representative, if any, stating specific reasons for such
decision and making specific references to pertinent Plan provisions upon which
the decision is based.  If special circumstances require an extension
of such sixty-day period, the Committee’s decision shall be rendered as soon as
possible, but not later than 120 days after receipt of the request for
review.  If an extension of time for review is required, written
notice of the extension shall be furnished to the Covered Employee and his or
her representative, if any, prior to the commencement of the extension
period.





3.6           Mandatory
Arbitration.  If a Covered
Employee or his or her representative is not satisfied with the decision of the
Committee pursuant to the Plan’s claims review procedure, such Covered Employee
or his or her representative may, within sixty (60) days of receipt of the
written decision of the Committee, request by written notice to the Committee
that his or her claim be submitted to arbitration pursuant to the employee
benefit plan claims arbitration rules of the American Arbitration
Association.  Such arbitration shall be the sole and exclusive
procedure available to a Covered Employee or his or her representative for
review of a decision of the Committee.  In reviewing the decision of
the Committee, the arbitrator shall use the standard of review that would be
used by a Federal court in reviewing such decision under the provisions of
ERISA.  The Covered Employee or his or her representative and the
Employer shall share equally the cost of such arbitration, including but not
limited to the fees of the arbitrator and reasonable attorneys’ fees, unless the
arbitrator determines otherwise.  The arbitrator’s decision shall be
final and legally binding on both parties.  Judgment upon the
arbitrator’s decision may be entered in any court of appropriate jurisdiction,
and may not be challenged in any court, either at the place of arbitration or
elsewhere.  This Section shall be governed by the provisions of the
Federal Arbitration Act.






ARTICLE
IV.





GENERAL
PROVISIONS





4.1           Funding.  The
benefits provided under the Plan shall be unfunded and shall be provided from
the Employer’s general assets.





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4.2           Cost of
Plan.  The entire cost of the Plan shall be borne by the
Employer and no contributions shall be required of the Covered
Employees.




4.3           Plan
Year.  The Plan shall operate on a plan year consisting of the
twelve consecutive month period commencing on January 1 of each
year.





4.4           Other
Participating Employers.  With the written consent of the
Committee, any entity or organization eligible by law to participate in the Plan
may adopt the Plan and become a participating Employer hereunder by executing
and delivering a written instrument evidencing such adoption to the Secretary of
the Company.  Such written instrument shall specify the effective date
of the adoption of the Plan by such adopting Employer, may incorporate specific
provisions relating to the operation of the Plan which apply to the adopting
Employer only, and shall become, as to such adopting Employer and its employees,
a part of the Plan.  Each adopting Employer shall be conclusively
presumed to have agreed to be bound by the terms of the Plan as amended from
time to time.  The provisions of the Plan shall be applicable with
respect to each Employer separately, and amounts payable hereunder shall be paid
by the Employer which employs the particular Covered Employee.





4.5           Amendment and
Termination.




(a)           Prior
to a Change of Control, the Plan may be amended or modified in any respect and
may be terminated, on behalf of all Employers, by resolution adopted by the
Board; provided, however, that:




(1)           no
such amendment, modification
or  termination  which  would  adversely
affect the benefits or protections provided under the Plan to any individual who
is a Covered Employee on the date such amendment, modification or termination is
adopted shall be effective as it relates to such individual unless no Change of
Control occurs within one year after such adoption, and any such attempted
amendment, modification or termination adopted within one year prior to a Change
of Control shall be null and void ab initio as it relates to such individual (it
being understood that the removal of a Covered Employee from participation in
the Plan shall, for the purposes of this Section, constitute an adverse affect
to the benefits or protections provided under the Plan to any Covered Employee
so removed); and




(2)           the
Plan may not be amended, modified or terminated (i) at the request of a third
party who has indicated an intention or taken steps to effect a Change of
Control, or who effectuates a Change of Control, or (ii) in connection with, or
in anticipation of, a Change of Control which actually occurs, if such
amendment, modification or termination would adversely affect the benefits or
protections provided under the Plan to any individual who is a Covered Employee
on the date such amendment, modification or termination is adopted, and in
either case, any such attempted amendment, modification or termination shall be
null and void ab initio as it relates to such individual.  Any action
taken to amend, modify or terminate the Plan that is taken after the execution
of an agreement providing for a transaction or transactions that, if
consummated, would constitute a Change of Control, shall conclusively be
presumed to have been taken in connection with a Change of Control.




(b)           Upon
and after the occurrence of a Change in Control, the Plan may not be amended or
modified in any manner which would adversely affect the benefits or protections
provided under the Plan to any individual who is a Covered Employee on the date
the Change of Control occurred, and any such attempted amendment, modification
or termination shall be null and void ab initio as it relates to such
individual.




(c)           Notwithstanding
the foregoing provisions of this Section 4.5, if any compensation or benefit
provided by the Plan may result in being subject to the tax imposed by Section
409A of the Code, the Board may modify the Plan as necessary or appropriate in
the best interests of the Covered Employees (1) to exclude such compensation or
benefit from being deferred compensation within the meaning of Section 409A of
the Code, or (2) to comply with the provisions of Section 409A of the Code and
its related Code provisions (and the rules, regulations and other regulatory
guidance relating thereto); provided, however, that no amendment made pursuant
to the provisions of this Section 4.5(c) shall reduce the value of
the compensation or benefits that would be payable to a Covered Employee in
connection with his or her Involuntary  Termination following a Change
of Control without the written consent of such Covered
Employee.







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4.6           No
Contract of Employment.The adoption and
maintenance of the Plan shall not be deemed to be a contract of employment
between the Employer and any person or to be consideration for the employment of
any person.  Nothing herein contained shall be deemed to give any
person the right to be retained in the employ of the Employer or to restrict the
right of the Employer to discharge any person at any time nor shall the Plan be
deemed to give the Employer the right to require any person to remain in the
employ of the Employer or to restrict any person’s right to terminate his or her
employment at any time.





4.7           Severability.Any provision in
the Plan that is prohibited or unenforceable in any jurisdiction by reason of
applicable law shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating or affecting the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.





4.8           Nonalienation.  A Covered
Employee shall have no right or ability to pledge, hypothecate, anticipate,
assign or otherwise transfer any benefit, interest or right under the Plan,
except by will or the laws of descent and distribution, and no benefit, interest
or right of a Covered Employee under the Plan shall be liable for or subject to
any debt, obligation or liability of such Covered Employee.





4.9           Effect of
Plan.The Plan and the
Noble Energy, Inc. Change of Control Severance Plan are intended to supersede
(a) the Change of Control Severance Plan adopted by the Board on October 23,
2001, as amended (the “Superseded Plan”), and (b) all oral or written policies
of the Employer and all oral or written communications to Covered Employees with
respect to the subject matter of the Plan that were written or communicated
prior to the Effective Date, and the Superseded Plan and all such prior policies
or communications are hereby null and void and of no further force and
effect.  The Plan shall be binding upon the Employer and any successor
of the Employer, by merger or otherwise, and shall inure to the benefit of and
be enforceable by the Covered Employees.  In addition, upon the
occurrence of a Change of Control, all rights of a Covered Employee to
eligibility and participation under the Plan shall vest and shall be considered
a contract right enforceable against the Employer and any successors thereto,
subject to the terms and conditions of the Plan.





4.10           Code
Section 409A Compliance.  The Plan is
intended to provide compensation and benefits that are not subject to the tax
imposed under Section 409A of the Code, and shall be interpreted and
administered to the extent possible in accordance with such intent.





4.11           Governing
Law.  The Plan shall be governed and construed in accordance
with the laws of the State of Texas (without giving effect to any choice-of-law
rules that may require the application of the laws of another jurisdiction),
except to the extent preempted by federal law.






IN
WITNESS WHEREOF, the Plan has been executed by the Company 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








10







SCHEDULE
A FOR THE


NOBLE
ENERGY, INC.


CHANGE
OF CONTROL SEVERANCE PLAN


FOR
EXECUTIVES





The
Applicable Factor for the Chief Executive Officer is 2.99, the Applicable Factor
for a Senior Executive is 2.5, and the Applicable Factor
for a Key Executive is 2.0.





The
period of months specified for Welfare Benefit Coverages for the purposes of
Section 2.1(e) are:  twenty-four (24) months for a Key Executive;
thirty (30) months for a Senior Executive; and thirty-six (36) months for the
Chief Executive Officer.





A
Covered Employee employed by the Employer in one of the following positions is a
Senior
Executive:


Chief
      Operating OfficerChief
      Financial OfficerGeneral
      CounselSenior
      Vice President





A
Covered Employee employed by the Employer in one of the following positions is a
Key
Executive:


Vice
      President, Human ResourcesVice
      President, Northern RegionVice
      President, Operations ServicesVice
      President, Southern Region











This Schedule A has been executed on
this ___ day of ___________________, 200____, to be effective as of January 1,
2008.







NOBLE ENERGY,
    INC.By:Name:
      Charles D. DavidsonTitle:  
      President and Chief Executive Officer
















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