EXHIBIT
10.1


NOBLE
ENERGY, INC.
 RETIREMENT RESTORATION
PLAN
  THIS
RETIREMENT RESTORATION PLAN, made and executed at Houston, Texas, by NOBLE
ENERGY, INC., a Delaware corporation (the “Company”),
  WITNESSETH
THAT:
  WHEREAS,
the Company heretofore established the Restoration of Retirement Income Plan for
Certain Participants in the Noble Affiliates Retirement Plan primarily 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,
the Company amended and restated the Restoration of Retirement Income Plan for
Certain Participants in the Noble Affiliates Retirement Plan effective as of
December 1, 2007, to change its name to the “Noble Energy, Inc. Retirement
Restoration Plan” and to make certain changes designed to comply with the
requirements of Internal Revenue Code section 409A;
  WHEREAS,
the Company now desires to amend and restate the Noble Energy, Inc. Retirement
Restoration 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 7 of thereof, the Noble Energy, Inc. Retirement Restoration 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:
  Section
1.  Definitions.  Unless
the context clearly indicates otherwise, when used in this Plan:
  (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 80 percent”
appears in Treas. Reg. section 1.414(c)-2.
  (b)           A
“Change in Control” shall be deemed to have occurred if:
  (1)          individuals
who, as of December 1, 2007, 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 Agreement, 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
  1
  (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 (A) the then
outstanding shares of common stock, par value $3.33-1/3 per share, of the
Company (“Common Stock”) or (B) 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 in Control” of the Company shall not be deemed to have
occurred for purposes of subparagraph (4) of this Plan Section 1(b) 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 (4) of this Plan Section
1(b).
   (c)           “Code”
means the Internal Revenue Code of 1986, as amended.
  (d)           “Committee”
means the Company’s Employee Benefits Committee.
  (e)           “Company”
means Noble Energy, Inc., a Delaware corporation.
  (f)           “Compensation
Committee” means the Compensation, Benefits and Stock Option Committee of the
Board of Directors of the Company.
  (g)           “Employer”
includes the Company and any other Affiliated Company that has adopted both the
Retirement Plan and this Plan.
  (h)           “Participant”
means an individual who (i) is or was a participant in the Retirement Plan, and
(ii) satisfies one or more of the following requirements:  (1) was a
participant in this Plan on December 31, 2008, (2) is or was a participant in
the Noble Energy, Inc. Deferred Compensation Plan (or its predecessor plan) or
the Noble Energy, Inc. 2005 Deferred Compensation Plan, or (3) has his or her
pension or pension-related benefits under the Retirement Plan limited by the
provisions imposed by the Retirement Plan in order to comply with the maximum
compensation limitation requirement of Code section 401(a)(17) or the maximum
benefit limitation requirement of Code section 415.
   (i)           “Payment
Date” means (i) with respect to a Participant described in Section 6(a) of the
Plan, a date determined by the Committee that is no later than ninety (90) days
after the date of such Participant’s death, (ii) with respect to a Participant
described in Section 6(b)(i) or Section 6(c)(i) of the Plan, a date determined
by the Committee that is no later than ninety (90) days after the earlier of the
date of such Participant’s death or the time of payment elected by such
Participant in such election, (iii) with respect to a Participant described in
Section 6(b)(ii), or a Participant described in Section 6(c)(ii) whose
Separation from Service occurs after attaining the age of sixty-five (65) years,
a date determined by the
Committee that is no later than ninety (90) days after the date of such
Participant’s Separation from Service for a reason other than death, and (iv)
with respect to a Participant described in Section 6(c)(ii) whose Separation
from Service occurs prior to attaining the age of sixty-five (65) years, a date
determined by the Committee that is no later than ninety (90) days after the
earlier of the date of such Participant’s death or the date such Participant
attains the age of sixty-five (65) years.  The foregoing provisions of
this paragraph (j) to the contrary notwithstanding, the Payment Date that would
otherwise apply with respect to a benefit to be paid or commence being paid
under this Plan to a Participant who is a Specified Employee on the date of his
or her Separation from Service for a reason other than death shall be postponed
to the earlier of (v) the first day of the seventh month beginning after the
date of such Participant’s Separation from Service, or (vi) 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.
   2
   (j)           “Plan”
means this Noble Energy, Inc. Retirement Restoration Plan as in effect from time
to time.
  (k)           “Retirement
Plan” means the Noble Energy, Inc. Retirement Plan as in effect from time to
time.
  (l)           “Separation
from Service” means, 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).
  (m)           “Specified
Employee” means 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.
 
 ection
2.  Nature
of Plan.  This Plan is an unfunded plan maintained primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees and does not qualify under the
provisions of Code section 401.
  Section
3.  Plan
Administration.  This Plan shall be administered by the
Employee Benefits Committee appointed to administer the Retirement
Plan.  The Committee shall have discretionary and final authority to
interpret and implement the provisions of this Plan, including without
limitation, authority to determine eligibility for benefits under this
Plan.  The Committee shall act by a majority of its members at the
time in office and such action may be taken either by a vote at a meeting or in
writing without a meeting.  The Committee may adopt such rules and
procedures for the administration of this Plan as are consistent with the terms
hereof and shall keep adequate records of its proceedings and
acts.  Every interpretation, choice, determination or other exercise
by the Committee of any power or discretion given either expressly or by
implication to it shall be conclusive and binding upon all parties having or
claiming to have an interest under this Plan or otherwise directly or indirectly
affected by such action, without restriction, however, on the right of the
Committee to reconsider and redetermine such action.  The members of
the Committee shall have no liability for any action taken or omitted in good
faith in connection with the administration of this Plan.  The
Employers shall indemnify, defend and hold harmless each member of the Committee
and each director, officer and employee of an Employer against any claim, cost,
expense (including attorneys’ fees), judgment or liability (including any sum
paid in settlement of a claim with the approval of the Company) arising out of
any act or omission to act as a member of the Committee or any other act or
omission to act relating to this Plan, except in the case of such person’s fraud
or willful misconduct.
  Section
4.  Plan
Benefit.  A Participant’s benefit under this Plan shall be
actuarially equivalent to the excess, if any, of:
  (a)           the
value of the benefit that would have been payable to or with respect to such
Participant under the Retirement Plan if (i) the provisions of the Retirement
Plan were administered without regard to (1) the maximum amount of compensation
limitation imposed under the Retirement Plan in order to comply with Code
section 401(a)(17), and (2) the maximum amount of retirement income limitation
imposed under the Retirement Plan in order to comply with Code section 415, and
(ii) no salary or bonus otherwise payable to such Participant had been deferred
by such Participant under the Noble Energy, Inc. Deferred Compensation Plan (or
its predecessor plan), over
  (b)           the
value of the benefit that actually is or was accrued with respect to such
Participant under the provisions of the Retirement Plan.
  For
purposes of this Plan, the value of benefits and the amounts payable under
alternative forms of benefits shall be determined using the actuarial
assumptions being used under the Retirement Plan for such purposes.
   3
  Section
5. Vesting of Plan
Benefit.  A Participant’s benefit under this Plan shall become
vested and nonforfeitable upon the first to occur of (i) such Participant’s
Initial Vesting Date (as defined in the Retirement Plan), or (ii) such
Participant’s Separation from Service by reason of his or her
death.  If a Participant’s Separation from Service occurs prior to his
or her Initial Vesting Date for a reason other than his or her death, such
Participant’s benefit under this Plan shall be forfeited and no benefit shall be
payable to or with respect to such Participant pursuant to this
Plan.
  Section
6.  Time and
Form of Benefit Payment.  A Participant’s benefit under this
Plan that has become vested and nonforfeitable shall become payable to or with
respect to such Participant upon the first to occur of such Participant’s death
or Separation from Service for a reason other than death, and shall be paid in
cash as follows:
  (a)           for
a Participant whose benefit under this Plan becomes payable by reason of his or
her death, the value of such benefit as of such Participant’s Payment Date shall
be paid on such Payment Date to such Participant’s beneficiary or beneficiaries
(determined under the provisions of the Plan) in a single lump sum
payment.
  (b)           for
a Participant whose benefit under this Plan becomes payable by reason of his or
her Separation from Service for a reason other than death and who either (i)
elected prior to January 1, 2008, to receive his or her benefit under this Plan
in the form of a single lump sum payment, or (ii) became a Participant after
December 31, 2007, the value of such benefit as of such Participant’s Payment
Date shall be paid on such Payment Date to such Participant (or, in the event of
such Participant’s death prior to his or her Payment Date, to his or her
beneficiary or beneficiaries determined under the provisions of the Plan) in a
single lump sum payment.
  (c)           for
a Participant whose benefit under this Plan becomes payable by reason of his or
her Separation from Service for a reason other than death and who either (i)
elected prior to January 1, 2008, to receive his or her benefit under this Plan
in the form of an annuity, or (ii) was a Participant prior to January 1, 2008,
but failed to make a time and form of payment election under the Plan prior to
January 1, 2008, the value of such benefit as of such Participant’s Payment Date
shall commence being paid on such Payment Date to such Participant in the form
of such annuity that (1) is available as a form of annuity distribution under
the provisions of the Retirement Plan, and (2) satisfies the requirements to be
a “life annuity” within the meaning of Treas. Reg. section 1.409A-2(b)(2)(ii)
and other applicable guidance issued by the Internal Revenue
Service.  Such annuity shall be elected by such Participant in
accordance with such election procedures as may be established by the Committee
from time to time, and shall commence in payment on such Participant’s Payment
Date.  If a Participant fails to timely elect his or her form of
annuity payment in accordance with the election procedures established by the
Committee, the benefit payable to such Participant shall be paid in the form of
the following annuity that satisfies the requirements of this paragraph (d) and
commences in payment on such Participant’s Payment Date:  (1) for a
Participant who is married on his or her Payment Date, in the form of a joint
and 50 percent (50%) survivor annuity providing for the payment of a level
monthly income to the Participant for life, and in the event the spouse to whom
such Participant was married on his or her Payment Date survives such
Participant, then upon the death of such Participant a monthly income equal to
50 percent (50%) of the monthly income that was being paid to such Participant
during his or her life will be paid to such Participant’s surviving spouse for
his or her life, and (2) for a Participant who is not married on his or her
Payment Date, in the form of a single life annuity providing for the payment of
a level monthly income to such Participant for life, and in the event such
Participant dies before he or she has received payments for a period of ten (10)
years, the same monthly benefit that was payable to such Participant shall be
paid for the remainder of such ten-year period to such Participant’s beneficiary
(or in equal shares to his or her beneficiaries) determined under the provisions
of the Plan.  If a Participant to whom this paragraph (d) applies dies
after his or her Separation from Service and prior to his or her Payment Date,
the value of the benefit that would have been payable to or with respect to such
Participant if he or she were living on his or her Payment Date shall be paid on
such Payment Date to such Participant’s beneficiary or beneficiaries (determined
under the provisions of the Plan) in a single lump sum payment.
  The
amount of the benefit to be paid to or with respect to a Participant pursuant to
this Plan Section 6 shall be determined at the time such benefit is to be paid
or commence being paid under the provisions of this Plan Section
6.  The payment to a Participant or a beneficiary of a deceased
Participant of the amount or amounts payable to such Participant or beneficiary
pursuant to this Plan Section 6 shall fully satisfy and discharge all of the
obligations and liabilities of the Employers to pay benefits to such Participant
or beneficiary pursuant to this Plan.
  Section
7.  Designation of
Beneficiaries.  Any amount payable under this Plan with respect
to a Participant who dies prior to his or her Payment Date shall be paid when
otherwise due hereunder to the beneficiary or beneficiaries designated by such
Participant.  Such designation of beneficiary or beneficiaries shall
be made in writing on a form prescribed by the Committee and, when filed with or
as directed by the Committee, shall become effective and remain in effect until
changed by such Participant by the filing of a new beneficiary designation form
with the Committee.  If a Participant fails to so designate a
beneficiary, or in the event all of the designated beneficiaries are individuals
who predecease the Participant, any remaining amount payable under this Plan
shall be paid when otherwise due hereunder to such Participant’s surviving
spouse, if any but if none, then to the Participant’s estate.
  4
  Section
8.  Source
of Benefits.  All benefits payable under this Plan to or with
respect to a Participant who was an employee of an Employer shall be paid from
the general assets of such Employer.  If the benefits payable to or
with respect to a Participant under this Plan are attributable to periods of
employment with more than one Employer, the amount payable to or with respect to
such Participant shall be apportioned among and paid by the Employers who
employed such Participant in such proportions as shall be
determined by the Committee in its absolute discretion.  No provision
of this Plan shall be deemed or construed to create a trust fund of any kind or
to grant to any Participant or beneficiary of a Participant any property right
or beneficial ownership interest of any kind in the assets of an
Employer.  To the extent that any Participant or beneficiary of a
Participant acquires a right to receive payments from an Employer pursuant to
this Plan, such right shall be no greater than the right of any unsecured
general creditor of such Employer.
  Section
9.  Amendment and
Termination.  The Board of Directors of the Company shall have
the right and power at any time and from time to time to amend this Plan, in
whole or in part, on behalf of all Employers, and at any time to terminate this
Plan or any Employer’s participation hereunder; provided, however, that (i) no
such amendment or termination shall, without the written consent of the affected
Participant or beneficiary of a deceased Participant, (1) reduce an Employer’s
obligation for the payment of the benefits accrued under this Plan with respect
to such Participant as of the date of such amendment or termination (such
benefits to be determined as if the Retirement Plan had terminated on such
date), or further defer the dates for the payment of such benefits, or (2)
accelerate the time for the payment of the benefits accrued under this Plan with
respect to such Participant in a manner that subjects such benefits to the tax
imposed under Code section 409A, and (ii) for a period of two (2) years
following a Change in Control, no amendment or termination of this 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.  Any amendment to or termination of this Plan shall be
made by or pursuant to a resolution duly adopted by the Board of Directors of
the Company, and shall be evidenced by such resolution or by a written
instrument executed by such person as the Board of Directors of the Company
shall authorize for such purpose.
  Section
10.  Spendthrift
Provision.  No right or interest under this Plan of a
Participant or beneficiary of a Participant 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 right or interest shall be liable for or subject to
any debt, obligation or liability of such Participant or
beneficiary.
  Section
11.  Employment
Noncontractual.  The establishment of this Plan shall not
enlarge or otherwise affect the terms of any Participant’s employment with an
Employer, and such Employer may terminate the employment of such Participant as
freely and with the same effect as if this Plan had not been
established.
  Section
12.  Adoption by Other
Employers.  This Plan may be adopted by any Employer
participating in the Retirement Plan, such adoption to be effective as of the
date specified by such Employer at the time of adoption.
  Section
13.  Forfeiture for
Dishonesty.  If a Participant’s employment with an Employer is
terminated because of dishonest conduct injurious to such Employer, or if
dishonest conduct injurious to an Employer is committed by a Participant
employed by an
Employer and such conduct is discovered by such Employer during the lifetime of
such Participant and within one (1) year after his or her employment with such
Employer terminated or within one (1) year after his or her election to receive
or commence receiving benefits under the Retirement Plan, (i) no benefit shall
be payable under this Plan to or with respect to such Participant, and (ii) such
Participant shall repay to each Employer the amount of any benefit paid by such
Employer to such Participant pursuant to this Plan, with interest at such
reasonable rate as shall be specified by the Committee.  A
determination by the Committee that a Participant has engaged in dishonest
conduct injurious to an Employer shall be made by the Committee only after a
full investigation of such alleged dishonest conduct and an opportunity has been
given to such Participant to appear before the Committee to present his or her
case.  A determination made by the Committee that a Participant has
engaged in dishonest conduct injurious to an Employer shall be conclusive and
binding upon all parties having or claiming to have an interest under this Plan
or otherwise directly or indirectly affected by such determination.
  Section
14.  Claims
Procedure.  If any person (hereinafter called the “Claimant”)
feels that he or she is being denied a benefit to which he or she is entitled
under this Plan, such Claimant may file a written claim for said benefit with
the Committee.  Within sixty (60) days following the receipt of such
claim the Committee shall determine and notify the Claimant as to whether he or
she is entitled to such benefit.  Such notification shall be in
writing and, if denying the claim for benefit, shall set forth the specific
reason or reasons for the denial, make specific reference to the pertinent
provisions of this Plan, and advise the Claimant that he or she may, within
sixty (60) days following the receipt of such notice, in writing request to
appear before the Committee or its designated representative for a hearing to
review such denial.  Any such hearing shall be scheduled at the mutual
convenience of the Committee or its designated representative and the Claimant,
and at any such hearing the Claimant and/or his or her duly authorized
representative may examine any relevant documents and present evidence and
arguments to support the granting of the benefit being claimed.  The
final decision of the Committee with respect to the claim being reviewed shall
be made within sixty days following the hearing thereon, and the Committee shall
in writing notify the Claimant of said final decision, again specifying the
reasons therefor and the pertinent provisions of this Plan upon which said final
decision is based.  The final decision of the Committee shall be
conclusive and binding upon all parties having or claiming to have an interest
in the matter being reviewed.
  Section
15.  Tax
Withholding.  An Employer making a payment to or with respect
to a Participant pursuant to this Plan shall withhold from any such payment, and
shall remit to the appropriate governmental authority, any income, employment or
other tax such Employer is required by applicable law to so withhold from and
remit on behalf of the payee.
  5
  Section
16.  Special
Distributions.  Any provision of this Plan to the contrary
notwithstanding, the Committee 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.
  Section
17.  409A
Transition Period Election.  Subject to such conditions,
limitations and procedures as the Committee may prescribe, on or before December
31, 2007, a Participant may make a time and form of payment election for the
payment of the benefit, if any, that may become payable to such Participant
under the Plan, provided that such election complies with the transition relief
requirements for the making of such an election as promulgated by the Internal
Revenue Service in Notice 2007-86 (and any other applicable guidance issued by
the Internal Revenue Service).
  Section
18.  Compliance with Code Section
409A.  The compensation payable by an Employer to a Participant
or beneficiary of a deceased Participant pursuant to this Plan is intended to be
compensation that is not subject to the tax imposed by Code section 409A, and
this Plan shall be administered and construed to the fullest extent possible to
reflect and implement such intent.
  Section
19.  Pre-Restatement Benefit
Payments.  A Plan annuity benefit that commenced being paid to
or with respect to a Participant prior to December 1, 2007, shall continue to be
paid to or with respect to such Participant pursuant to this Plan.
  Section
20.  Applicable
Law.  This 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 federal law.
  IN
WITNESS WHEREOF, this Plan has been executed by the Company on behalf of all
Employers 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
  6