Exhibit 10.3


 


NOBLE
ENERGY, INC. RESTORATION TRUST


 


THIS TRUST AGREEMENT, made
and executed at Ardmore, Oklahoma, by and among NOBLE ENERGY, INC., a Delaware
corporation (the “Company”) formerly known as Noble Affiliates, Inc., SAMEDAN
OIL CORPORATION, a Delaware corporation (“Samedan”), NOBLE GAS MARKETING, INC.,
a Delaware corporation (“Marketing”), and BANCFIRST, a national banking
association (the “Trustee”) with an office in Ardmore, Oklahoma, and the
successor to Exchange National Bank and Trust Company of Ardmore, Oklahoma;


 


WITNESSETH
THAT:


 


WHEREAS, Company has
established the unfunded plans listed on the attached Appendix A (each a “Plan”
and together the “Plans”) primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
of Company and its affiliates participating in the Plans; and


 


WHEREAS, Company and its
participating affiliates have incurred and expect to incur additional
liabilities under the terms of the Plans for the payment of benefits to or with
respect to their employees and former employees who become entitled to benefit
payments pursuant to the provisions of one or more of the Plans (each a “Plan
Participant” and together the “Plan Participants”); and


 


WHEREAS, by three separate
Trust Agreements made effective October 1, 1994, Company, Samedan and
Marketing, as grantors, each established with Exchange National Bank and Trust
Company of Ardmore, Oklahoma, as trustee, an amendable grantor trust designed
to assist the grantor in discharging its obligations under the Plans; and


 


WHEREAS, Company, Samedan
and Marketing now desire to amend said Trust Agreements by restatement in their
entirety (i) to merge the Samedan Oil Corporation Restoration Trust and the
Noble Gas Marketing, Inc. Restoration Trust into the Noble Affiliates
Restoration Trust, and (ii) to change the name of the Noble Affiliates
Restoration Trust to the Noble Energy, Inc. Restoration Trust (the “Trust”) and
make certain other changes designed to facilitate the making of contributions
to the Trust which will be held in trust and invested by the Trustee, subject
to the claims of Company’s creditors in the event Company becomes Insolvent, as
defined herein, until paid to Plan Participants or their beneficiaries who are
entitled to Plan benefit payments; and


 


WHEREAS, it is the intention
of the parties that this Trust shall constitute an unfunded arrangement and
shall not affect the status of the Plans as unfunded plans maintained primarily
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended; and


 


WHEREAS, it is the intention
of Company to make contributions to the Trust to provide Company with a source
of funds to assist Company and its affiliates in discharging their liabilities
under the Plans;


 

















 


NOW, THEREFORE, in
consideration of the premises and pursuant to the authority reserved by
Company, Samedan and Marketing under Section 12 of the Noble Affiliates
Restoration Trust, the Samedan Oil Corporation Restoration Trust and the Noble
Gas Marketing, Inc. Restoration Trust, respectively, (i) the Samedan Oil
Corporation Restoration Trust and the Noble Gas Marketing, Inc. Restoration
Trust are hereby amended by restatement in their entirety in the form of and to
merge into and become a part of the Noble Affiliates Restoration Trust, and
(ii) the Noble Affiliates Restoration Trust is hereby renamed the Noble Energy,
Inc. Restoration Trust and amended by restatement in its entirety to be
comprised of the foregoing and the following provisions of this Trust
Agreement:


 


Section 1.  Establishment Of Trust.


 


(a)                                  Company hereby
deposits with Trustee in trust one million six hundred thousand dollars
($1,600,000) in cash, which shall become the principal of the Trust to be held,
administered and disposed of by Trustee as provided in this Trust Agreement.


 


(b)                                 The Trust
hereby established shall be irrevocable.


 


(c)                                  The Trust is intended
to be a grantor trust, of which Company is the grantor, within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue
Code of 1986, as amended, and shall be construed accordingly.


 


(d)                                 The principal
of the Trust, and any earnings thereon shall be held separate and apart from
other funds of Company and shall be used exclusively for the uses and purposes
of Plan Participants, their beneficiaries and Company’s general creditors as
herein set forth.  Plan Participants and
their beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust.  Any rights created under the Plans and this Trust Agreement shall
be mere unsecured contractual rights of Plan Participants and their
beneficiaries against Company.  Any
assets held by the Trust will be subject to the claims of Company’s general
creditors under federal and state law in the event Company becomes Insolvent as
defined in Section 3(a) herein.


 


(e)                                  Company, in its
sole discretion, may at any time, or from time to time, make additional
deposits of cash or other property acceptable to the Trustee in trust with
Trustee to augment the principal to be held, administered and disposed of by
Trustee as provided in this Trust Agreement. 
Neither Trustee nor any Plan Participant or beneficiary shall have any
right to compel such additional deposits.


 


(f)                                    No later than
twenty (20) days following a Change of Control, as defined herein, Company
shall make a contribution to the Trust of an amount in cash which, when added
to the value of the assets then held in the Trust, will equal 110% of the
present value of all benefits that have accrued for Plan Participants and their
beneficiaries under the terms of the Plans as of the date such Change of
Control occurred.  The present value of
the benefits that have accrued for Plan Participants and their beneficiaries
under the terms of a Plan shall be determined by the plan administrator of such
Plan and provided by the plan administrator to Trustee.


 


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Section 2.  Payments to Plan Participants and Their
Beneficiaries.


 


(a)                                  Company shall
deliver to Trustee a schedule (the “Payment Schedule”) that indicates the
amounts payable in respect of each Plan Participant (and his or her
beneficiaries), that provides a formula or other instructions acceptable to
Trustee for determining the amounts so payable, the form in which such amount
is to be paid (as provided for or available under the Plans), and the time of
commencement for payment of such amounts. 
Except as otherwise provided herein, Trustee shall make payments to the
Plan Participants and their beneficiaries in accordance with such Payment
Schedule, and shall have no duty to make any independent investigation or
inquiry as to whether such payments are in accordance with the terms of the
Plans.  The Trustee shall make provision
for the reporting and withholding of any federal, state or local taxes that may
be required to be withheld with respect to the payment of benefits pursuant to
the terms of the Plans and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and
paid by Company or one of its affiliates.


 


(b)                                 The entitlement
of a Plan Participant or his or her beneficiaries to benefits under the Plans
shall be determined by Company or such party as it shall designate under the
Plans, and any claim for such benefits shall be considered and reviewed under
the procedures set out in the Plans.


 


(c)                                  Company or one
of its affiliates may make payment of benefits directly to Plan Participants or
their beneficiaries as such benefits become due under the terms of the
Plans.  Company shall notify Trustee of
any decision to make payment of benefits directly prior to the time amounts are
payable to a Plan Participant or his or her beneficiaries.  In addition, if the principal of the Trust,
and any earnings thereon, are not sufficient to make payments of benefits to a
Plan Participant or his or her beneficiaries in accordance with the terms of
the Plans, Company or one of its affiliates shall make the balance of each such
payment as it falls due.  Trustee shall
notify Company where principal and earnings are not sufficient.


 


Section 3.  Trustee Responsibility Regarding Payments
to Trust Beneficiary When Company Is Insolvent.


 


(a)                                  Trustee shall
cease payment of benefits to Plan Participants and their beneficiaries if
Company is Insolvent.  Company shall be
considered “Insolvent” for purposes of this Trust Agreement if (i) Company is
unable to pay its debts as they become due, or (ii) Company is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code.


 


(b)                                 At all times
during the continuance of this Trust, as provided in Section 1(d) hereof, the
principal and income of the Trust shall be subject to claims of general
creditors of Company under federal and state law as set forth below.


 


(1)                                  If Company
becomes Insolvent, the Board of Directors and the Chief Executive Officer of
Company shall have the duty to inform Trustee in writing that Company is
Insolvent.  If a person claiming to be a
creditor of Company alleges in writing to Trustee that Company has become
Insolvent, Trustee shall determine whether Company is Insolvent


 


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and, pending such
determination, Trustee shall discontinue payment of benefits to Plan
Participants or their beneficiaries.


 


(2)                                  Unless Trustee
has actual knowledge that Company is Insolvent, or has received notice from
Company or a person claiming to be a creditor alleging that Company is
Insolvent, Trustee shall have no duty to inquire whether Company is
Insolvent.  Trustee may in all events
rely on such evidence concerning Company’s solvency as may be furnished to
Trustee and that provides Trustee with a reasonable basis for making a
determination concerning Company’s solvency.


 


(3)                                  If at any time
Trustee has determined that Company is Insolvent, Trustee shall discontinue
payments to Plan Participants or their beneficiaries and shall hold the assets
of the Trust for the benefit of Company’s general creditors.  Nothing in this Trust Agreement shall in any
way diminish any rights of Plan Participants or their beneficiaries to pursue
their rights as general creditors of Company or one of its affiliates with
respect to benefits due under the Plans or otherwise.


 


(4)                                  Trustee shall
resume the payment of benefits to Plan Participants or their beneficiaries in
accordance with Section 2 of this Trust Agreement only after Trustee has
determined that Company is not Insolvent (or is no longer Insolvent).


 


(c)                                  Provided that
there are sufficient assets, if Trustee discontinues the payment of benefits
from the Trust pursuant to Section 3(b) hereof and subsequently resumes such
payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due to Plan Participants or their
beneficiaries under the terms of the Plans for the period of such
discontinuance, less the aggregate amount of any payments made to Plan
Participants or their beneficiaries by Company or one of its affiliates in lieu
of the payments provided for hereunder during any such period of
discontinuance.


 


Section 4.  Payments to Company.


 


(a)                                  Except as
provided in Sections 3, 4(b), 5(c) and 12(c) hereof, Company shall have no
right or power to direct Trustee to return to Company or to divert to others
any of the Trust assets before all payment of benefits have been made to Plan
Participants and their beneficiaries pursuant to the terms of the Plans.


 


(b)                                 Company shall
have the right to withdraw assets from the Trust so long as the value of the
assets of the Trust following such withdrawal will exceed 125% of the present
value of all benefits then accrued for Plan Participants and their
beneficiaries under the terms of the Plans. 
The present value of the benefits that are accrued for Plan Participants
and their beneficiaries under the terms of a Plan shall be determined by the
plan administrator of such Plan and provided by the plan administrator to
Trustee.


 


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Section 5.  Investment Authority.


 


(a)                                  Company shall
have the right and power to direct Trustee in writing with respect to the
investment of the assets of the Trust, such authority to include (but not to be
limited to) the right and power to direct Trustee (i) to purchase assets for
the Trust, or to sell or retain the assets of the Trust, (ii) to purchase, hold
and take specified action under or with respect to one or more life insurance
policies, and (iii) to establish separate and distinct investment funds within
the Trust for the investment of the assets of the Trust in specified
investments or types of investments, and to invest all or any portion of the assets
of the Trust in such investment fund; provided, however, that in no event shall
any assets of the  Trust be invested in
securities (including stock or rights to acquire stock) or obligations issued
by Company or one of its affiliates (other than a de minimis amount held in
mutual funds or collective investment vehicles in which Trustee invests).  Trustee shall take all of the action it is
directed by Company to take pursuant to this Section 5(a), and shall have no
duty (i) to review or make any recommendation or determination with respect to
the acquisition, retention or disposition of any Trust asset Trustee is
directed by Company to acquire, hold or dispose of pursuant to this Section
5(a), or (ii) to make any independent investigation or inquiry as to whether
any such direction is in accordance with applicable law or the terms of the
Plans.  However, the foregoing
provisions of this Section 5(a) to the contrary notwithstanding, during the two
(2) year period immediately following a Change of Control, as defined herein,
Company shall have no right or power to direct Trustee with respect to the
investment of the assets of the Trust, and all such rights and power shall be
exercised solely by Trustee.  The Board
of Directors and the Chief Executive Officer of Company shall have the duty to
inform Trustee in writing of the occurrence of a Change of Control, as defined
herein.


 


(b)                                 Subject to the
provisions of Section 5(a) hereof, Trustee shall have all of the rights,
powers, duties and obligations with respect to the investment of the assets of
the Trust granted to a trustee under the laws of the State of Oklahoma;
provided, however, that in no event shall Trustee invest in securities
(including stock or rights to acquire stock) or obligations issued by Company
or one of its affiliates (other than a de minimis amount held in mutual funds
or collective investment vehicles in which Trustee invests).


 


(c)                                  At any time and
from time to time during the period with respect to which Company has the right
and power to direct Trustee with respect to the investment of the assets of the
Trust, Company shall have the right to substitute assets (other than
securities, including stock or rights to acquire stock, or obligations issued
by Company or one of its affiliates) of equal fair market value for any asset
held by the Trust.


 


Section 6.  Disposition of Income.


 


During the term of this
Trust, all income received by the Trust shall be accumulated and reinvested to
the extent not used or applied for the purposes of the Trust.  Any federal or state income tax due from
Company or the Trust with respect to the income of the Trust shall be paid by
Company.


 


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Section 7.  Accounting by Trustee.


 


Trustee shall keep accurate
and detailed records of all investments, receipts, disbursements, and all other
transactions required to be made, including such specific records as shall be
agreed upon in writing between Company and Trustee.  Within sixty (60) days following the close of each calendar year
and within sixty (60) days after the removal or resignation of Trustee, Trustee
shall deliver to Company a written account of its administration of the Trust
during such year or during the period from the close of the last preceding year
to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of such purchases or sales (accrued interest paid or receivable
being shown separately), and showing all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be.


 


Section 8.  Responsibility of Trustee.


 


(a)                                  Trustee shall
act with the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent person acting in like capacity and familiar with such
matters would use in the conduct of an enterprise of a like character and with
like aims, provided, however, that Trustee shall incur no liability to any
person for any action taken pursuant to a direction, request or approval given
by Company which is contemplated by, and in conformity with, the terms of this
Trust and is given in writing by Company. 
In the event of a dispute between Company and a party, Trustee may apply
to a court of competent jurisdiction to resolve the dispute.


 


(b)                                 If Trustee
undertakes or defends any litigation arising in connection with this Trust,
Company agrees to indemnify Trustee against Trustee’s costs, expenses and
liabilities (including, without limitation, reasonable and necessary attorneys’
fees and expenses) relating thereto and to be primarily liable for such
payments.  If Company does not pay such
costs, expenses and liabilities in a reasonably timely manner, Trustee may
obtain payment from the Trust.  The
provisions of this Section 8(b) shall not apply, however, to any litigation
arising out of or resulting from Trustee’s negligence, breach of fiduciary duty
or willful misconduct.


 


(c)                                  Trustee may
consult with legal counsel (who may also be counsel for Company generally) with
respect to any of its duties or obligations hereunder.


 


(d)                                 Trustee may
hire agents, accountants, actuaries, investment advisors, financial consultants
or other professionals to assist it in performing any of its duties or
obligations hereunder.


 


(e)                                  Trustee shall
have, without exclusion, all powers conferred on Trustees by applicable law,
unless expressly provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, Trustee shall have no power
(and Company shall have no right to direct Trustee) to name a beneficiary of
the policy other than the Trust, to assign the policy (as distinct from
conversion of the policy to a different form) other than to a successor
Trustee, or to loan to any person the proceeds of any borrowing against such
policy.


 


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(f)                                    Notwithstanding
any powers granted to Trustee pursuant to this Trust Agreement or to applicable
law, Trustee shall not have any power that could give this Trust the objective
of carrying on a business and dividing the gains therefrom, within the meaning
of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.


 


Section 9.  Compensation and Expenses of Trustee.


 


For its services as trustee
hereunder, Trustee shall be entitled to reasonable fees commensurate with its
duties and responsibilities, taking into account the value and nature of the
Trust and the time and work involved. 
Trustee shall be entitled to reimbursement for all reasonable expenses
incurred by Trustee in connection with the administration of the Trust.  Company may pay such fees and expenses, but
if not so paid, such fees and expenses shall be paid from the assets of the
Trust.


 


Section 10.  Resignation and Removal of Trustee.


 


(a)                                  Trustee may
resign at any time by written notice to Company, which shall be effective sixty
(60) days after receipt of such notice unless Company and Trustee agree
otherwise.


 


(b)                                 Trustee may be
removed by Company on sixty (60) days notice or upon shorter notice accepted by
Trustee.


 


(c)                                  Notwithstanding
any other provision of this Trust Agreement, Trustee may not be removed by
Company during the two (2) year period immediately following a Change of
Control, as defined herein.


 


(d)                                 If Trustee
resigns within two (2) years after a Change of Control, as defined herein,
Company shall apply to a court of competent jurisdiction for the appointment of
a successor Trustee or for instructions.


 


(e)                                  Upon
resignation or removal of Trustee and appointment of a successor Trustee, all
assets shall subsequently be transferred to the successor Trustee.  The transfer shall be completed within
seventy-five (75) days after receipt of notice of resignation, removal or
transfer, unless Company extends the time limit.


 


(f)                                    If Trustee
resigns or is removed, a successor shall be appointed, in accordance with
Section 11 hereof, by the effective date of resignation or removal under
paragraph (a) or (b) of this Section. 
If no such appointment has been made, Trustee may apply to a court of
competent jurisdiction for appointment of a successor or for instructions.  All expenses of Trustee in connection with
the proceeding shall be allowed as administrative expenses of the Trust.


 


Section 11.  Appointment of Successor.


 


If Trustee resigns or is
removed in accordance with Section 10(a) or (b) hereof, Company may appoint any
third party, such as a bank trust department or other party that may be granted


 


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corporate trustee powers under state law, as
a successor to replace Trustee upon resignation or removal.  The appointment shall be effective when
accepted in writing by the new Trustee, who shall have all of the rights and
powers of the former Trustee, including ownership rights in the Trust assets.  The former Trustee shall execute any
instrument necessary or reasonably requested by Company or the successor
Trustee to evidence the transfer.


 


Section 12.  Amendment or Termination.


 


(a)                                  Subject to the
provisions of Section 12(d) hereof, this Trust Agreement may be amended by a
written instrument executed by Trustee and Company.  Notwithstanding the foregoing, no such amendment shall conflict
with the terms of the Plans or shall make the Trust revocable.


 


(b)                                 Except as
provided in Section 12(c) hereof, the Trust shall not terminate until the date
on which Plan Participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plans. 
Upon termination of the Trust any assets remaining in the Trust shall be
returned to Company.


 


(c)                                  With the
written approval of the Plan Participants and beneficiaries of deceased Plan
Participants whose present value of accrued benefits under the Plans, when
aggregated, equal or exceed 75% of the aggregate present value of all benefits
then accrued for Plan Participants and their beneficiaries under the terms of
the Plans, Company may terminate this Trust prior to the time all benefit
payments under the Plans have been made to Plan Participants and their
beneficiaries.  The present value of the
benefits that are accrued under the terms of a Plan shall be determined by the
plan administrator of such Plan and provided by the plan administrator to
Trustee.  All assets in the Trust at
termination shall be returned to Company.


 


(d)                                 During the two
(2) year period immediately following a Change of Control, as defined herein,
Sections 1(f), 3, 4, 5, 6, 10(c), 10(d), 12 and 13(d) of this Trust Agreement
may not be amended without the written approval of the Plan Participants and
beneficiaries of deceased Plan Participants whose present value of accrued
benefits under the Plans, when aggregated, equal or exceed 75% of the aggregate
present value of all benefits then accrued for Plan Participants and their
beneficiaries under the terms of the Plans. 
The present value of the benefits that are accrued under the terms of a
Plan shall be determined by the plan administrator of such Plan and provided by
the plan administrator to Trustee.


 


Section 13.  Miscellaneous.


 


(a)                                  Any provision
of this Trust Agreement prohibited by law shall be ineffective to the extent of
any such prohibition, without invalidating the remaining provisions hereof.


 


(b)                                 Benefits
payable to Plan Participants and their beneficiaries under this Trust Agreement
may not be anticipated, assigned (either at law or in equity), alienated,
pledged, encumbered or subjected to attachment, garnishment, levy, execution or
other legal or equitable process.


 


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(c)                                  This Trust
Agreement shall be governed by and construed in accordance with the internal
laws (and not the principles relating to conflicts of laws) of the State of
Oklahoma.


 


(d)                                 This Trust
Agreement shall be binding upon Company and its successors, whether by merger,
assignment or otherwise; provided, however, that no such succession shall
relieve Company of its obligations hereunder.


 


Section 14.  Definitions.


 


For purposes of this Trust,
a “Change of Control” shall be deemed to have occurred if:


 


(a)                                          individuals
who, as of the date hereof, constitute the Board of Directors of Company (the
“Incumbent Board”) cease for any reason to constitute at least fifty-one
percent (51%) of the Board of Directors of Company, provided that any person
becoming a director subsequent to the date hereof whose election, or nomination
for election by 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 Trust, considered as though such person were a member of the
Incumbent Board;


 


(b)                                 the
stockholders of Company shall approve a reorganization, merger or
consolidation, in each case, with respect to which persons who were the
stockholders of 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 Company shall approve a liquidation or dissolution of Company
or a sale of all or substantially all of the stock or assets of 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 Company, any of its
subsidiaries, any employee benefit plan of Company or any of its subsidiaries,
or any entity organized, appointed or established by 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 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 Company (“Common Stock”) or (2)
the Voting Securities of Company, in either such case other than solely as a
result of acquisitions of such securities directly from 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 Company shall be deemed the beneficial owner of such


 


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Common
Stock or Voting Securities.


 


Notwithstanding the
foregoing, a “Change of Control” of Company shall not be deemed to have
occurred for purposes of subparagraph (d) of this Section 14 solely as the
result of an acquisition of securities by Company which, by reducing the number
of shares of Common Stock or other Voting Securities of 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 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 Company (other than a result of a stock split, stock dividend or
similar transaction), then a Change of Control of Company shall be deemed to
have occurred for purposes subparagraph (d) of this Section 14.


 


Section 15.  Effective Date.


 


The effective date of this
Trust Agreement shall be August 1, 2002.


 


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IN WITNESS WHEREOF, this
Trust Agreement has been executed this
         day of
                     ,
2002.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NOBLE ENERGY, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By

  	
  /s/ Charles D. Davidson

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  President & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  SAMEDAN OIL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By

  	
  /s/ Charles D. Davidson

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  President & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  NOBLE GAS MARKETING, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By

  	
  /s/ Robert K. Burleson

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  VP - Business Administration

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BANCFIRST, as Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By

  	
  /s/ Robert Long

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Sr. V.P.

  



 


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  THE STATE OF TEXAS

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF

  	
   

  	
  §

  



 


BEFORE ME, the undersigned
authority, a notary public in and for said County and State, on this day
personally appeared
                                    ,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said NOBLE ENERGY, INC., and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.


 


GIVEN UNDER MY HAND AND SEAL
OF OFFICE, this           
day of
                     ,
2002.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of
  Texas

  



 


My Commission  expires:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE STATE OF TEXAS

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF

  	
   

  	
  §

  



 


BEFORE ME, the undersigned
authority, a notary public in and for said County and State, on this day
personally appeared
                                ,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said SAMEDAN OIL CORPORATION, and that he executed the same as the act of such
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.


 


GIVEN UNDER MY HAND AND SEAL
OF OFFICE, this           day of
                      ,
2002.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of
  Texas

  



 


My Commission expires:


 


	
   

  	
   

  	
   

  



 


 


12

















 


	
  THE STATE OF TEXAS

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF

  	
   

  	
  §

  



 


BEFORE ME, the undersigned
authority, a notary public in and for said County and State, on this day
personally appeared
                                ,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said NOBLE GAS MARKETING, INC., and that he executed the same as the act of
such corporation for the purposes and consideration therein expressed, and in
the capacity therein stated.


 


GIVEN UNDER MY HAND AND SEAL
OF OFFICE, this           day of
                     ,
2002.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of
  Texas

  



 


My Commission expires:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE STATE OF OKLAHOMA

  	
   

  	
  §

  
	
   

  	
   

  	
  §

  
	
  COUNTY OF

  	
   

  	
  §

  



 


BEFORE ME, the undersigned
authority, a notary public in and for said County and State, on this day
personally appeared
                                ,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of the
said BANCFIRST, a national banking association, and that he executed the same
as the act of such association for the purposes and consideration therein
expressed, and in the capacity therein stated.


 


GIVEN UNDER MY HAND AND SEAL
OF OFFICE, this           
day of
                     ,
2002.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public, State of
  Oklahoma

  



 


My Commission expires:


 


	
   

  	
   

  	
   

  



 


13

















 


NOBLE ENERGY, INC. RESTORATION TRUST


 


APPENDIX A


 


 


(1)                                  Noble
Affiliates, Inc. Deferred Compensation Plan (formerly known as the Noble
Affiliates Thrift Restoration Plan)


 


(2)                                  Restoration of
Retirement Income Plan for Certain Participants in the Noble Affiliates
Retirement Plan


 


14