Exhibit 10.2


 


AMENDMENT NO. 1


TO THE


RESTORATION OF RETIREMENT INCOME PLAN


FOR CERTAIN PARTICIPANTS IN THE


NOBLE
AFFILIATES RETIREMENT PLAN


 


 


Pursuant to
the provisions of Section 7 of the Restoration of Retirement Income Plan for
Certain Participants in the Noble Affiliates Retirement Plan (the “Restoration
Plan”) and the resolution duly adopted by the Board of Directors of Noble
Affiliates, Inc. on October 22, 2001, the Restoration Plan is hereby amended in
the following respects only:


 


FIRST: 
Section 5(a) of the Restoration Plan is hereby amended by restatement in
its entirety to read as follows:


 


(a)                                  the
value of the benefits which would have been payable to such Participant or
beneficiary under the Basic Plan if (1) the provisions of the Basic Plan were
administered without regard to (i) the maximum amount of compensation
limitation imposed under the Basic Plan in order to comply with Section
401(a)(17) of the Code, and (ii) the maximum amount of retirement income
limitation imposed under the Basic Plan in order to comply with Section 415 of
the Code, and (2) no salary or bonus otherwise payable to such Participant had
been deferred by such Participant under the Noble Affiliates, Inc. Deferred
Compensation Plan (or its predecessor plan), over


 


SECOND: 
Section 7 of the Restoration Plan is hereby amended by restatement in
its entirety to read as follows:


 


7.                                       Amendment
and Discontinuance


 


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 for a period of two years
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.  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.  Any provision of this Plan to the contrary
notwithstanding, no amendment to or termination of this Plan shall reduce or
eliminate an Employer’s obligation for the payment of benefits accrued under
this Plan as of the date of such amendment or termination, such benefits to be
determined as if the Basic Plan had terminated on such date.  For the purposes of this Plan, 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,


 


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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 


 


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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.


 


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 7 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


 


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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 7.


 


IN WITNESS
WHEREOF, this Amendment has been executed this 26th day of March, 2002.


 


	
   

  	
  NOBLE AFFILIATES,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
  /s/ Charles
  D. Davidson

  	
   

  
	
   

  	
   

  	
  Title:  President & Chief Executive Officer

  



 


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