EXHIBIT
10.31


NOBLE
ENERGY, INC.
 2005 DEFERRED COMPENSATION
PLAN
  THIS
PLAN, made and executed by NOBLE ENERGY, INC., a Delaware corporation (the
“Company”),
  WITNESSETH
THAT:
  WHEREAS,
the Company heretofore established the Noble Energy, Inc. Deferred Compensation
Plan (the “Deferred Compensation Plan”) for the purpose of providing deferred
compensation for a select group of management or highly compensated employees of
the Company and its participating affiliates; and
  WHEREAS,
effective as of January 1, 2008, the Company amended the Deferred Compensation
Plan to separate the portion of the Deferred Compensation Plan that applies to
amounts deferred and vested prior to January 1, 2005 (such portion is still
known as the Noble Energy, Inc. Deferred Compensation Plan) from the portion of
the Deferred Compensation Plan that applies to amounts deferred or vested after
December 31, 2004 (such portion is now known as the Noble Energy, Inc. 2005
Deferred Compensation Plan), and to make certain changes to the Noble Energy,
Inc. 2005 Deferred Compensation Plan designed to comply with the requirements of
Internal Revenue Code section 409A; and
  WHEREAS,
the Company now desires to amend and restate the Noble Energy, Inc. 2005
Deferred Compensation Plan effective as of January 1, 2009, to make certain
additional changes;
  NOW,
THEREFORE, in consideration of the premises and pursuant to the provisions of
Section 9.1 thereof, the Noble Energy, Inc. 2005 Deferred Compensation Plan as
in effect on December 31, 2008, is hereby amended by restatement in its entirety
effective as of January 1, 2009, to read as follows:
  ARTICLE
1
  Definitions
 Unless
the context clearly indicates otherwise, when used in this Plan:
  1.1.           “Account”
shall mean the account or accounts established by an Employer for a Participant
pursuant to the Plan.
  1.2.           “Administrator”
shall mean the Employee Benefits Committee or such other person or persons
appointed by the Board of Directors of the Company to administer the Plan
pursuant to Article 10 of the Plan.
  1.3.           “Affiliated
Company” shall mean 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 80 percent” appears in
Treas. Reg. section 1.414(c)-2.
  1.4.           “Applicable
Employer” shall mean the Employer that employs or last employed a
Participant.
  1
  1.5.           “Base
Salary” shall mean the annual base salary payable to a Participant by an
Employer or Affiliated Company excluding incentive and discretionary bonuses and
other non-regular forms of compensation, before reductions for contributions to
or deferrals under any pension, deferred compensation or benefit plan sponsored
by an Employer or Affiliated Company.
  1.6.           “Beneficiary”
shall mean, with respect to a Participant, the beneficiary or beneficiaries of
such Participant as determined in accordance with Article 9 of the
Plan.
  1.7.           “Bonus”
shall mean amounts paid to the Participant by an Employer or Affiliated Company
under the Company’s Short Term Incentive Plan or any other bonus designated by
the Administrator before reductions for contributions to or deferrals under any
pension, deferred compensation or benefit plan sponsored by an Employer or
Affiliated Company.
  1.8.           A
“Change in Control” shall be deemed to have occurred if:
  (a)individuals
who, as of the date hereof, constitute the Board of Directors of the Company
(the “Incumbent Board”) cease for any reason to constitute at least fifty-one
percent (51%) of the Board of Directors of the Company, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by the Company’s stockholders was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be, for
purposes of this Plan, considered as though such person were a member of the
Incumbent Board;
 
 (b)the
stockholders of the Company shall approve a reorganization, merger or
consolidation, in each case, with respect to which persons who were the
stockholders of the Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own outstanding voting securities
representing at least fifty-one percent (51%) of the combined voting power
entitled to vote generally in the election of directors (“Voting Securities”) of
the reorganized, merged or consolidated company;
 
 (c)the
stockholders of the Company shall approve a liquidation or dissolution of the
Company or a sale of all or substantially all of the stock or assets of the
Company; or
  (d)           any
“person,” as that term is defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (other than the Company, any of its
subsidiaries, any employee benefit plan of the Company or any of its
subsidiaries, or any entity organized, appointed or established by the Company
for or pursuant to the terms of such a plan), together with all “affiliates” and
“associates” (as such terms are defined in Rule 12b-2 under the Exchange Act) of
such person (as well as any “Person” or “group” as those terms are used in
Sections 13(d) and 14(d) of the Exchange Act), shall become the “beneficial
owner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of securities of the Company representing
in the aggregate twenty-five percent (25%) or more of either (1) the then
outstanding shares of common stock, par value $3.33-1/3 per share, of the
Company (“Common Stock”) or (2) the Voting Securities of the Company, in either
such case other than solely as a result of acquisitions of such securities
directly from the Company.  Without limiting the foregoing, a person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares the power to vote, or to direct the
voting of, or to dispose, or to direct the disposition of, Common Stock or other
Voting Securities of the Company shall be deemed the beneficial owner of such
Common Stock or Voting Securities.
 
 2
  Notwithstanding
the foregoing, a “Change in Control” of the Company shall not be deemed to have
occurred for purposes of subparagraph (d) of this Section 1.8 solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Common Stock or other Voting Securities of the Company
outstanding, increases (i) the proportionate number of shares of Common Stock
beneficially owned by any person to twenty-five percent (25%) or more of the
shares of Common Stock then outstanding or (ii) the proportionate voting power
represented by the Voting Securities of the Company beneficially owned by any
person to twenty-five percent (25%) or more of the combined voting power of all
then outstanding Voting Securities; provided, however, that if any person
referred to in clause (i) or (ii) of this sentence shall thereafter become the
beneficial owner of any additional shares of Common Stock or other Voting
Securities of the Company (other than a result of a stock split, stock dividend
or similar transaction), then a Change in Control of the Company shall be deemed
to have occurred for purposes subparagraph (d) of this Section 1.8.
 
 1.9.           “Code”
shall mean the Internal Revenue Code of 1986, as amended.
  1.10.                      “Company”
shall mean Noble Energy, Inc., a Delaware corporation.
  1.11.                      “Compensation
Committee” shall mean the Compensation, Benefits and Stock Option Committee of
the Board of Directors of the Company.
  1.12.                      
“Crediting Rate” shall mean an effective annual yield equal to the greater of
(i) 125% of the 120-month rolling average of 10-year Treasury Notes, or (ii) the
120-month rolling average of the prime rate as published in The Wall Street Journal on
the first business day of each month.  The Crediting Rate shall be
determined annually by the Administrator as of the September preceding the
beginning of the Plan Year to which such rate shall apply and shall be
compounded monthly.
  1.13.                      “Election
Period” shall mean, with respect to a Plan Year, the period prior to the
beginning of such year that is specified by the Administrator for the making of
deferral elections for such year pursuant to the provisions of Article 2 of the
Plan.  The term “Election Period” shall also include the 30-day
election period provided for under Section 2.2 of the Plan.
  1.14.                      “Eligible
Employee” shall mean, with respect to a Plan Year, the Chief Executive Officer
of the Company and any other employee of  an Employer who has been
designated by the Chief Executive Officer as an Eligible Employee for such year
for the purposes of this Plan.
  1.15.                      “Employer”
shall include the Company and any Affiliated Company that has adopted both the
Qualified Plan and this Plan.
  1.16.                      
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended.
  1.17.                      “Financial
Hardship” shall mean a severe financial hardship to a Participant resulting from
an illness or accident of the Participant, the Participant’s spouse, the
Participant’s beneficiary, or the Participant’s dependent (as defined in Code
section 152, without regard to Code section 152(b)(1), (b)(2) and (d)(1)(B)),
the loss of the Participant’s property due to casualty (including the need to
rebuild a home following damage to a home not otherwise covered by insurance),
or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant that cannot be relieved
(i) through reimbursement or compensation from insurance or otherwise, (ii) by
liquidation of the Participant’s assets, to the extent that such liquidation
would not cause severe financial hardship, or (iii) by cessation of deferrals
under the Plan.  A financial need arising from a foreseeable event
such as the purchase of a home or the payment of education expenses for children
shall not be considered to be a Financial Hardship.
  3
  1.18.                      “Participant”
shall mean an employee or former employee of an Employer for whom an Account is
being maintained under the Plan.
  1.19.                      “Participant
Election Form” shall mean the form or forms prescribed by the Administrator
which, when completed and submitted by a Participant to the Administrator in
accordance with the provisions of the Plan, constitute a written agreement to
make a deferral and elect a form of distribution under the Plan.  The
Participant Election Form may take the form of one or more electronic
communications in accordance with such procedures as may be prescribed by the
Administrator.
  1.20.                      “Plan”
shall mean this Noble Energy, Inc. 2005 Deferred Compensation Plan as in effect
from time to time.
  1.21.                      “Plan
Year” shall mean the calendar year.
  1.22.                      “Qualified
Plan” shall mean the Noble Energy, Inc. Thrift and Profit Sharing Plan as
amended from time to time.
  1.23.                      
“Retirement” shall mean, with respect to a Participant, such Participant’s
Separation from Service on or after his or her Retirement Eligibility Date for
any reason other than Disability or death.
  1.24.                      “Retirement
Eligibility Date” shall mean, with respect to a Participant, the earlier of (i)
the date on which such Participant attains age sixty-five (65), or (ii) the date
on which such Participant has both attained age fifty-five (55) and completed at
least five (5) Years of Service.
  1.25.                      “Scheduled
Withdrawal” shall mean a distribution elected by a Participant pursuant to
Article 6 of the Plan.
  1.26.                      “Separation
from Service” shall mean, with respect to a Participant, such Participant’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.  For
this purpose, with respect to services as an employee, an employee’s Separation
from Service shall 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).
  1.27.                      “Settlement
Date” shall mean the date on which a lump sum payment will be made, or the date
on which an installment distribution will commence being made, to or with
respect to a Participant.  A Participant’s Settlement Date shall be
(i) for a benefit payable from such Participant’s Participant Deferral Account
or Employer Matching Contribution Account upon his or her Retirement, the date
such benefit is to be paid or commence being paid under the election made by
such Participant on his or her Participant Election Form in effect with respect
to the Plan, and (ii) for all benefit distributions to be made in connection
with a Participant’s Separation from Service for any reason other than
Retirement, the date determined by the Committee that is no later than ninety
(90) days after such Separation from Service; provided, however, that the
Settlement Date that would otherwise apply with respect to a benefit to be paid
to a Participant who is a Specified Employee shall be postponed to the earlier
of (i) the first business day that is six (6) months after the date of his or
her Separation from Service, or (ii) a date determined by the Committee that is
no later than ninety (90) days after the date of such Participant’s death
following his or her Separation from Service.
  4
  1.28.                      “Specified
Employee” shall mean a Participant 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 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.
  1.29.                      “Statutory
Limitations” shall mean the annual addition, contribution and compensation
limitations applicable to plans qualified under Code section
401(a).
  1.30.                      “Valuation
Date” shall mean the date specified by the Administrator that is no more than
sixty (60) days preceding the date a payment is to be made pursuant to the
Plan.
  1.31.                      “Years
of Service” shall mean the cumulative consecutive years of continuous full-time
employment with an Employer or Affiliated Company, beginning on the date the
Participant first began service with an Employer or Affiliated Company, and
counting each anniversary thereof.  Transfers of employment between
and among Employers and Affiliated Companies shall not be an interruption of
continuous employment with an Employer or Affiliated Company for the purposes of
this Plan.
  ARTICLE
2
  Participation
 1.1  2.1Participants.  Each
Eligible Employee shall become a Participant in this Plan upon electing to make
a Base Salary or Bonus deferral pursuant to Section 2.2 of the
Plan.  In addition, if the amount of the Employer profit sharing
contribution for a Plan Year that would have been made to the Qualified Plan for
an employee of an Employer who is not an Eligible Employee is less than the
amount that such contribution would have been if the Qualified Plan had been
administered without regard to the Statutory Limitations, such employee shall
become a Participant (but not an Eligible Employee) in this Plan as of the last
day of such year.
  1.2  2.2Elective
Deferrals.  Subject to such conditions, limitations and
procedures as the Administrator may prescribe from time to time for the purposes
of the Plan, during the Election Period for a Plan Year an Eligible Employee may
elect to have the payment of (i) any whole percentage up to fifty percent (50%)
of the Base Salary otherwise payable to the Eligible Employee for services
performed during such year, and (ii) any whole percentage up to one hundred
percent (100%) of the Bonus otherwise payable to such Eligible Employee for
services performed during such year, deferred for future payment in accordance
with the provisions of the Plan.  An election made during an Election
Period pursuant to this Section 2.2 (i) shall be made in such written or
electronic form as may be prescribed by the Administrator, (ii) may be revoked
or otherwise changed during  such Election Period, and (iii) shall be
irrevocable after the end of such Election Period.  If a Participant
ceases to be an Eligible Employee during a Plan Year, such Participant shall
continue to be a Participant in the Plan and his or her Base Salary and/or Bonus
deferral elections for such Plan Year shall remain in effect for the remainder
of such year (including with respect to any Base Salary and/or Bonus otherwise
payable by an Affiliated Company for the remainder of such year), but such
Participant may not make additional deferrals under the Plan after the end of
such year unless the Participant again becomes an Eligible
Employee.
  1.3  2.3Participant Election
Forms.  In order to make a deferral for a Plan Year, an
Eligible Employeemust submit a
Participant Election Form to the Administrator during the Election Period
applicable to such year.  Such Participant Election Form shall specify
the percentage of Base Salary and/or Bonus to be deferred for such year and the
time and form of payment for any Scheduled Withdrawal to be made with respect to
the Base Salary and/or Bonus amounts to be deferred for such
year.  Such Participant Election Form shall also specify the time and
form of payment for the Participant’s Retirement benefit under the Plan if such
time and form of payment have not already
   5
  1.4  been
specified for the purposes of the Plan (in which event, such time and form of
payment can only be changed in accordance with the provisions of Section 4.1 of
the Plan).  If an individual who is not already a Participant becomes
an Eligible Employee for the first time during a Plan Year, such Eligible
Employee may make the elections referred to in Section 2.2 of the Plan within
thirty (30) days after the date he or she first becomes an Eligible Employee;
provided, however, that the Base Salary and/or Bonus deferral elections so made
shall be irrevocable after the end of said 30-day period and shall apply only to
the Base Salary and/or Bonus amounts otherwise payable to such Eligible Employee
for services performed after the end of said 30-day period.  A
Participant shall be required to submit a new Participant Election Form on a
timely basis in order to defer a percentage of Bonus or to change his or her
deferral election with respect to Base Salary for a subsequent Plan
Year.  If no Participant Election Form is filed during the Election
Period for such subsequent year, the Participant’s election regarding deferral
of Base Salary for the immediately preceding Plan Year shall continue in force
for such subsequent year.  However, no election regarding Bonus shall
be applied to a subsequent Plan Year.
  ARTICLE
3
  Accounts
 1.5  3.1Participant Deferral
Accounts.  Solely for recordkeeping purposes one or more
Participant Deferral Accounts (segregated based on form and time of payment)
shall be maintained for each Participant and shall be credited with the
deferrals made by such Participant pursuant to Section 2.2 of the
Plan.  Amounts credited to a Participant’s Participant Deferral
Account shall be fully vested at all times and shall be deemed to be credited
with notional earnings at the Crediting Rate from the date credited to the
Account through the Valuation Date.
  1.6  3.2Employer Matching
Contribution Accounts.  For each Plan Year in which a
Participant makes a deferral pursuant to Section 2.2 of the Plan and makes
either (i) the maximum amount elective deferrals to the Qualified Plan permitted
under Code section 402(g), or (ii) the maximum amount elective contributions to
the Qualified Plan permitted under the terms of the Qualified Plan, such
Participant’s Employer Matching Contribution Account shall be credited with an
amount equal to the amount by which (i) the amount of Employer matching
contributions that would have been made to the Qualified Plan for such
Participant for such year if the deferrals made by such Participant for such
year pursuant to Section 2.2 of the Plan had been contributed to the Qualified
Plan and the Qualified Plan was administered without regard to the Statutory
Limitations, exceeds (ii) the amount of Employer matching contributions, if any,
actually credited or to be credited to such Participant under the Qualified Plan
for such Plan Year.  The amount to be credited to a Participant’s
Employer Matching Contribution Account for a Plan Year shall be credited to such
Account as of the last day of such year.  Amounts credited to a
Participant’s Employer Matching Contribution Account shall vest at the same time
and under the same conditions as such amounts would have vested under the
Qualified Plan had such contributions been made to the Qualified Plan, and shall
be deemed to be credited with notional earnings at the Crediting Rate from the
date credited to such Account through the Valuation
Date.  Notwithstanding the foregoing, upon a Change in Control, all
amounts credited to a Participant’s Employer Matching Contribution Account
(including notional earnings thereon) shall be fully vested.
  1.7  3.3Employer Profit Sharing
Contribution Accounts.  For each Plan Year for which an
Employer makes a profit sharing contribution to the Qualified Plan for a
Participant, such Participant’s Employer Profit Sharing Contribution Account
shall be credited with an amount equal to the amount by which (i) the amount of
the Employer profit sharing contribution that would have been made to the
Qualified Plan for such Participant for such year if the Qualified Plan had been
administered without regard to the Statutory Limitations, exceeds (ii) the
amount of the Employer profit sharing contribution actually credited or to be
credited to such Participant under Qualified Plan for such year.  The
amount to be credited to a Participant’s Employer Profit Sharing Contribution
Account for a Plan Year shall be credited to such Account as of the last day of
such year.  Amounts credited to a Participant’s Employer Profit
Sharing Contribution Account shall vest at the same time and under the same
conditions as such amounts would have vested under the Qualified Plan had such
contributions been made to the Qualified Plan, and shall be deemed to be
credited with notional earnings at the Crediting Rate from the date credited to
such Account through the Valuation Date.  Notwithstanding the
foregoing, upon a Change of Control, all amounts credited to a Participant’s
Employer Profit Sharing Contribution Account (including notional earnings
thereon) shall be fully vested.
  1.8  3.4Statement of
Accounts.  The Administrator shall provide each Participant
with statements at least annually setting forth the Participant’s Account
balances as of the end of each year.
  6
  ARTICLE
4
  Retirement
and Termination Benefits
 1.9  4.1Retirement
Benefit.  In the event of the Participant’s Retirement, the
Participant shall be entitled to receive an amount equal to the total balance of
the Participant’s Accounts credited with notional earnings as provided in
Article 3 of the Plan through the Valuation Date.  The benefit payable
under this Section 4.1 from a Participant’s Employer Profit Sharing Contribution
Account shall be paid to such Participant in the form of a single lump sum
payment on his or her Settlement Date.  The benefit payable pursuant
to this Section 4.1 from a Participant’s Participant Deferral Account or
Employer Matching Contribution Account (i) shall be paid to such Participant in
the form of a single lump sum payment, or in the form of annual installments
over a period of not more than fifteen (15) years, as elected by such
Participant in his or her Participant Election Form in effect with respect to
the Plan, and (ii) shall be paid or commence being paid, as the case may be, on
such Participant’s Settlement Date.  For the purposes of this Section
4.1, a distribution election (and any subsequent change with respect to the form
or time of payment of a benefit pursuant to this Section 4.1) shall be made by a
Participant on his or her Participant Election Form; provided, however, that
except for a transition period election made on or before December 31, 2008
pursuant to Section 4.3 of the Plan, once a distribution election has been made
by a Participant, no subsequent change with respect to an elected time or form
of payment to be made pursuant to this Section 4.1 shall become effective for
the purposes of the Plan (i) until a date that is at least twelve (12) months
after the date of the filing of such change, (ii) unless the date for the
payment or commencement of payments being changed is at least five (5) years
after the date as of which such Participant’s benefit would otherwise have been
paid or commenced being paid under this Section 4.1 in the absence of such
change, and (iii) unless such change is filed with or as directed by the
Administrator not less than
  1.10  twelve
(12) months before the date the payment being changed is scheduled to be paid or
commence being paid.
  1.11  4.2Termination
Benefit.  Upon a Participant’s Separation from Service for any
reason other than Retirement, the Applicable Employer shall pay to the
Participant a termination benefit equal to the total vested balance of the
Participant’s Accounts credited with notional earnings as provided in Article 3
of the Plan through the Valuation Date.  Such termination benefit
shall be paid in a single lump sum payment on the Participant’s Settlement
Date.  Any amount credited to a Participant’s Employer Matching
Contribution Account or Employer Profit Sharing Contribution Account that is not
vested at the time of such Participant’s Separation from Service shall be
forfeited by such Participant.
  1.12  4.3409A Transition Period
Election.  Subject to such conditions, limitations and
procedures as the Administrator may prescribe, on or before December 31, 2008, a
Participant may make new distribution elections with respect to the time and/or
the form for the payment of his or her benefits under the Plan, provided that
each such election complies with the transition relief requirements for changing
a payment election as promulgated by the Internal Revenue Service in Notice
2007-86 (or in any other applicable guidance issued by the Internal Revenue
Service).
  ARTICLE
5
  Death
Benefits
  1.13  5.1Survivor
Benefits.  Any amount payable under the Plan after the death of
a Participant shall be paid to the Participant’s Beneficiary when otherwise due
hereunder.  If a Participant dies after his or her Settlement Date,
any remaining benefits that would have been payable under the Plan to such
Participant if living shall be paid by the Applicable Employer to the
Participant’s Beneficiary at the same time and in the same manner as such
benefits would have been paid to the Participant if living.
  ARTICLE
6
  Scheduled
Withdrawal
 1.14  6.1Election.  A
Participant may make an irrevocable election on his or her Participant Election
Form at the time of making an election to defer Base Salary or Bonus to take a
Scheduled Withdrawal from an Account to be established for such Participant for
such purpose, including any earnings credited thereon.  Such
Participant may elect to receive the Scheduled Withdrawal in any Plan Year that
begins at least two (2) years after the end of the Election Period in which such
Scheduled Withdrawal is elected, and may elect to have the Scheduled Withdrawal
distributed over a period of up to four (4) years.  The
Participant may irrevocably elect to make additional deferrals into such
Scheduled Withdrawal Account in subsequent Participant Election Forms that are
effective for Plan Years before the Plan Year in which the Scheduled Withdrawal
is to be made or commence being made, but may not elect another Scheduled
Withdrawal date or establish another Scheduled Withdrawal Account until all of
the amounts in the existing Scheduled Withdrawal Account have
   7
  1.15  been paid
out.  No Scheduled Withdrawal shall be available from an Employer
Matching Contribution Account or an Employer Profit Sharing Contribution
Account.
  1.16  6.2Maximum Scheduled
Withdrawal.  A Participant shall be entitled to elect a
Scheduled Withdrawal of any whole percentage up to one hundred percent (100%) of
the relevant deferral credited with notional earnings as provided in Article 3
of the Plan through the Valuation Date.
  1.17  6.3Timing of Scheduled
Withdrawal.  A Participant’s Scheduled Withdrawal shall be paid
by the Applicable Employer to such Participant in the form elected beginning on
the last day of January of the Plan Year elected by such Participant in his or
her Participant Election Form unless such date is preceded by such Participant’s
Separation from Service.  In the event of a Participant’s Separation
from Service prior to the date elected for the Scheduled Withdrawal, the
distribution of the remaining amount credited to such Participant’s Scheduled
Withdrawal Account shall be paid to or with respect to such Participant in a
single lump sum payment on the Participant’s Settlement Date.
  ARTICLE
7
  Financial
Hardship
 1.18  7.1Financial
Hardship.  If the Administrator determines that a Participant
has incurred a Financial Hardship during a Plan Year, or if a Participant
receives a hardship distribution from the Qualified Plan during a Plan Year, the
Administrator shall cancel the remaining portion of any Base Salary and Bonus
deferral elections made by such Participant under the Plan for such
year.  In addition, if the Administrator determines that a Participant
has incurred a Financial Hardship, the Administrator in its sole discretion may
distribute to such Participant from his or her vested Accounts the amount
reasonably necessary to satisfy the Financial Hardship need (which amount may
include the amounts necessary to pay any federal, state, local or foreign income
taxes or penalties reasonably anticipated to result from the
distribution).  The determination of the amount reasonably necessary
to satisfy the Financial Hardship need shall take into account any additional
compensation that is available to the Participant from any cancellation of his
or her deferral elections under the Plan.  If a Participant’s deferral
elections under the Plan are canceled or a Participant receives a Financial
Hardship distribution pursuant to the provisions of this Section, such
Participant shall not be allowed to make a new deferral election under the Plan
until the Election Period for the second Plan Year that begins after the date of
such cancellation.  No distribution shall be made to a Participant
pursuant to this Section unless (i) such Participant’s Financial Hardship is an
“unforeseeable emergency” within the meaning of Treas. Reg. section
1.409A-3(i)(3), and (ii) such Participant requests such a distribution in
writing and provides to the Administrator with such information and
documentation with respect to his or her Financial Hardship as may be requested
by the Administrator.
  1.19  ARTICLE
8
  Amendment
and Termination of Plan
 1.20  8.1Amendment or Termination of
Plan.  At any time prior to a Change in Control, the Board of
Directors of the Company may amend or terminate the Plan, provided, however,
that without the prior written consent of such Participant (or, if deceased, his
or her Beneficiary), (i) no such amendment shall reduce the Crediting Rate
applicable to a Participant’s Account balance or installment distribution, (ii)
no such amendment or termination may reduce or further defer the payment of a
Participant’s Account balance or installment distribution, and (iii) no such
amendment or termination shall accelerate the time for the payment of a
Participant’s Account Balance or installment distribution in a manner that
subjects such benefit to the tax imposed under Code section
409A.  During the twenty-four (24) month period following a Change in
Control, no amendment or termination of the Plan shall become effective with
respect to a Participant or Beneficiary of a deceased Participant without the
prior written consent of such Participant or Beneficiary.  After the
twenty-four (24) month period following a Change in Control, the Board of
Directors of the Company shall have the same right to amend or terminate the
Plan as such Board had prior to such Change in Control.
  8
  ARTICLE
9
  Beneficiaries
 1.21  9.1Beneficiary
Designation.  A Participant shall have the right at any time to
designate any individual or entity as Beneficiary (both primary and contingent)
to whom payment under the Plan shall be made in the event of the Participant’s
death.  A Participant’s Beneficiary designation shall be effective
when submitted to the Administrator during the Participant’s lifetime in such
form and in accordance with such procedures as may be prescribed by the
Administrator.
  1.22  9.2Revision of
Designation.  A Participant’s submission of a new Beneficiary
designation shall cancel all prior Beneficiary designations made by such
Participant.  Any finalized divorce or marriage (other than a common
law marriage) of a Participant subsequent to the date of a Beneficiary
designation shall revoke such designation, unless in the case of divorce the
former spouse was not designated as Beneficiary and unless in the case of
marriage such Participant’s new spouse has been designated as
Beneficiary.
  1.23  9.3Successor
Beneficiary.  If the primary Beneficiary of a deceased
Participant dies prior to complete distribution of the benefits otherwise
distributable to him or her under the provisions of the Plan, the remaining
benefits payable with respect to such deceased Participant shall be distributed
to such Participant’s contingent Beneficiary when otherwise due under the
provisions of the Plan.
  1.24  9.4Absence of Valid
Designation.  If a Participant fails to designate a Beneficiary
as provided above, or if the Beneficiary designation is revoked by marriage,
divorce, or otherwise without execution of a new designation, or if every person
designated as Beneficiary predeceases the Participant or dies prior to complete
distribution of the deceased Participant’s Account balances, then
  1.25  the
remaining balances shall be distributed to such Participant’s estate when
otherwise due under the Plan.
  ARTICLE
10
  Administration/Claims
Procedures
 1.26  10.1Administration.  The
Plan shall be administered by the Administrator, which shall have the exclusive
right and full discretion to (i) interpret the Plan, (ii) decide any and all
matters arising hereunder (including the right to remedy possible ambiguities,
inconsistencies, or admissions), (iii) to make, amend and rescind such rules as
it deems necessary for the proper administration of the Plan, and (iv) to make
all other determinations necessary or advisable for the administration of the
Plan, including determinations regarding eligibility for benefits payable under
the Plan. All interpretations and determinations of the Administrator with
respect to Plan matters shall be final, conclusive and binding on all persons
affected thereby.  No person or member of any committee acting as the
Administrator shall be liable for any determination, decision or action made or
taken in good faith with respect to the Plan.
  1.27  10.2Claims
Procedure.  Any Participant, former Participant or Beneficiary
may file a written claim with the Administrator setting forth the nature of the
benefit claimed, the amount thereof, and the basis for claiming entitlement to
such benefit.  The Administrator shall determine the validity of the
claim and communicate a decision to the claimant promptly and, in any event, not
later than ninety (90) days after receipt of the claim by the
Administrator.  The claim may be deemed by the claimant to have been
denied for purposes of further review described below in the event a decision is
not furnished to the claimant within such ninety (90) day period.  If
additional information is necessary to make a determination on a claim, the
claimant shall be advised of the need for such additional information within
forty-five (45) days after the date of the claim.  The claimant shall
have up to one hundred and eighty (180) days to supplement the claim
information, and the claimant shall be advised of the decision on the claim
within forty-five (45) days after the earlier of the date the supplemental
information is supplied or the end of the one hundred and eighty (180) day
period.  Every claim for benefits which is denied shall be denied by
written notice setting forth in a manner calculated to be understood by the
claimant (i) the specific reason or reasons for the denial, (ii) specific
reference to any provisions of the Plan (including any internal rules,
guidelines, protocols, criteria, etc.) on which the denial is based, (iii)
description of any additional material or information that is necessary to
process the claim, and (iv) an explanation of the procedure for further
reviewing the denial of the claim (including applicable time limits and a
statement of the claimant’s right to bring an action following an adverse
determination on review).
  9
  1.28  10.3Review
Procedures.  Within sixty (60) days after the receipt of a
denial on a claim, a claimant or his/her authorized representative may file a
written request for review of such denial.  Such review shall be
undertaken by the Administrator and shall be a full and fair review. The
claimant shall have the right to review all pertinent documents.  The
Administrator shall issue a decision not later than sixty (60) days after
receipt of a request for review from a claimant unless special circumstances,
such as the need to hold a hearing, require a longer period of time, in which
case a decision shall be rendered as soon as possible but not later than one
hundred and twenty (120) days after receipt of the claimant’s request for
review.  The decision on review shall be in writing
  1.29  and shall
include specific reasons for the decision written in a manner calculated to be
understood by the claimant with specific reference to any provisions of the Plan
on which the decision is based.
  ARTICLE
11
  Conditions
Related to Benefits
 1.30  11.1Nature of Plan and
Rights.  This Plan is unfunded and maintained by the Employers
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees of the Employers.  The
Accounts established and maintained under this Plan by an Employer are for its
accounting purposes only, and shall not be deemed or construed to create a trust
fund or security interest of any kind for or to grant a property interest of any
kind to any Participant, Beneficiary or estate.  The amounts credited
to Accounts maintained under this Plan by an Employer are and for all purposes
shall continue to be a part of the general liabilities of such Employer, and to
the extent that a Participant, Beneficiary or estate acquires a right to receive
a payment from an Employer pursuant to this Plan, (i) such right shall be no
greater than the right of any unsecured general creditor of such Employer, and
(ii) such Participant, Beneficiary or estate shall have no claim against or
right to receive any payment hereunder from any other Employer.
  1.31  11.2Spendthrift
Provision.  No Account balance or other right or interest under
the Plan of a Participant, Beneficiary or estate may be assigned, transferred or
alienated, in whole or in part, either directly or by operation of law (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, Beneficiary or
estate.
  1.32  11.3Protective
Provisions.  The Participant shall cooperate with the
Applicable Employer by furnishing any and all information requested by the
Administrator in order to facilitate the payment of benefits hereunder, taking
such physical examinations as the Administrator may deem necessary and taking
such other actions as may be requested by the
Administrator.
  1.33  11.4Withholding.  A
Participant or Beneficiary shall make appropriate arrangements with the
Applicable Employer for satisfaction of any federal, state or local income,
employment or other tax withholding requirements applicable to the payment of
benefits under the Plan.  If no other arrangements are made, the
Applicable Employer may provide, at its discretion, for such withholding and tax
payments as may be required, including, without limitation, by the reduction of
Plan benefits or other amounts payable to the Participant or
Beneficiary.
  ARTICLE
12
  Miscellaneous
 1.34  12.1Successors of the
Company.  The rights and obligations of an Applicable Employer
under the Plan shall inure to the benefit of, and shall be binding upon, the
successors and assigns of such Applicable Employer.
   10
  1.35  12.2Employment Not
Guaranteed.  Nothing contained in the Plan nor any action taken
hereunder shall be construed as a contract of employment or as giving any
Participant any right to continued employment with any Employer.
  1.36  12.3Gender, Singular and
Plural.  All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, or neuter, as the identity of the
person or persons may require.  As the context may require, the
singular may be read as the plural and the plural as the singular.
  1.37  12.4Captions.  The
captions of the articles, paragraphs and sections of the Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.
  1.38  12.5Validity.  In
the event any provision of the Plan is held invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any other
provisions of the Plan.
  1.39  12.6Waiver of
Breach.  The waiver by an Employer of any breach of any
provision of the Plan shall not operate or be construed as a waiver of any
subsequent breach by that Participant or any other Participant.
  1.40  12.7Notice.  Any
notice required or permitted to be given under the Plan to an Employer, the
Administrator or a Participant or Beneficiary shall be sufficient if in writing
and hand-delivered, or sent by registered or certified mail, (i) in the case of
an Employer, to the principal office of such Employer, (ii) in the case of the
Administrator, to the principal office of the Company, directed to the attention
of the Administrator, and (iii) in the case of a Participant or Beneficiary, to
the last known address of the Participant or Beneficiary as indicated on the
records of the Administrator.  Such notice shall be deemed given as of
the date of delivery or, if delivery is made by mail, as of the date shown on
the postmark on the receipt for registration or
certification.  Notices may also be given by electronic means in
accordance with procedures established by the Administrator.
  1.41  12.8Errors in Benefit Statement
or Distributions.  In the event an error is made in a Plan
benefit statement, such error shall be corrected on the next benefit statement
following the date such error is discovered.  In the event of an error
in a distribution, the error shall be corrected at such time and in such manner
as the Applicable Employer shall determine in its sole discretion.  If
the remaining balance of a Participant’s Account is insufficient to cover an
erroneous overpayment, the Applicable Employer in its sole discretion may offset
other amounts payable to the Participant (including but not limited to salary,
bonuses, expense reimbursements, severance benefits or other employee
compensation benefit arrangements, as allowed by law) to recoup the amount of
such overpayment.
  1.42  12.9Special
Distributions.  Any provision of this Plan to the contrary
notwithstanding, the Administrator in its absolute discretion may direct an
Employer to accelerate the time for the making of a payment under this 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.
   11
  1.43  12.10Compliance with Code Section
409A.  The compensation payable by an Employer to or with
respect to a Participant pursuant to this 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.
  1.44  12.11Applicable
Law.  The Plan shall be governed and construed in accordance
with the internal laws (and not the principles relating to conflicts of laws) of
the State of Texas, except where superseded by ERISA or other applicable federal
law.
  1.45  12.12Arbitration.  Any
claim, dispute or other matter in question of any kind relating to this Plan
which is not resolved by the claims procedures under Article 10 of the Plan
shall be settled by arbitration in accordance with the applicable Employment
Dispute Resolution Rules of the American Arbitration
Association.  Notice of demand for arbitration shall be made in
writing to the opposing party and to the American Arbitration Association within
a reasonable time after the claim, dispute or other matter in question has
arisen.  In no event shall a demand for arbitration be made after the
date when the applicable statute of limitationswould bar the
institution of a legal or equitable proceeding based on such claim, dispute or
other matter in question.  The decision of the arbitrators shall be
final and may be enforced in any court of competent jurisdiction.  The
arbitrators may award reasonable fees and expenses to the prevailing party in
any dispute hereunder and shall award reasonable fees and expenses in the event
that the arbitrators find that the losing party acted in bad faith or with
intent to harass, hinder or delay the prevailing party inthe exercise
of its rights in connection with the matter under dispute.
  1.46  12.13Administrator Release and
Indemnity.  The Employers (i) hereby release each person or
member of a committee acting as the Administrator from any claim, cost, expense
(including reasonable attorneys’ fees and other expenses of defense), judgment,
loss or liability (including any amount paid in settlement of a claim with the
approval of the Company) incurred by an Employer, and (ii) shall joint and
severally indemnify and hold each person or member of a committee acting as the
Administrator harmless from and against any claim, cost, expense (including
reasonable attorneys’ fees and other expenses of defense), judgment, loss or
liability (including any amount paid in settlement of a claim with the approval
of the Company) incurred by such person or committee member, that arises out of
or results from any act or omission to act (including a negligent act or
omission to act) by such person or committee member relating to the performance
of his or her duties under the Plan, excluding, however, any such claim, cost,
expense, judgment, loss or liability that arises out of or results from his or
her willful misconduct or failure to act in good faith.
   IN
WITNESS WHEREOF, the Company has caused this Plan to be executed on this 11th
day of December, 2008, to be effective as of January 1, 2009.
  NOBLE
ENERGY, INC.
 
 
 By:/s/ Charles D.
Davidson
 Name:Charles D.
Davidson
 Title:  President and Chief
Executive Officer
  12