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                                                                    EXHIBIT 10.2

                       1988 NONQUALIFIED STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
                                       OF
                             NOBLE AFFILIATES, INC.

              (AS AMENDED AND RESTATED EFFECTIVE JANUARY 29, 2002)

                                    RECITALS

     A.   Effective as of July 26, 1988 (the "Effective Date"), the board of
directors (the "Board of Directors") of Noble Affiliates, Inc., a Delaware
corporation (the "Company"), hereby adopts this 1988 Nonqualified Stock Option
Plan for Non-Employee Directors (the "Plan").

     B.   The purposes of the Plan are to provide to each of the directors of
the Company who is not also either an employee or an officer of the Company
added incentive to continue in the service of the Company and a more direct
interest in the future success of the operations of the Company by granting to
such directors options (the "Options", or individually, the "Option") to
purchase shares of the Company's common stock, $3.33-1/3 par value (the "Common
Stock"), subject to the terms and conditions described below.

                                    ARTICLE I

                                     GENERAL

     1.01 DEFINITIONS. For purposes of this Plan and as used herein,
"non-employee director" shall mean an individual who (a) is now, or hereafter
becomes, a member of the Board of Directors by virtue of an election by the
shareholders of the Company, (b) is neither an employee nor an officer of the
Company and (c) has not elected to decline to participate in the Plan pursuant
to the next succeeding sentence. A director otherwise eligible to participate in
the Plan may make an irrevocable, one-time election, by written notice to the
Company within 30 days after his initial election to the Board of Directors or,
in the case of the directors in office on the Effective Date, prior to
shareholder approval of the Plan, to decline to participate in the Plan. For
purposes of this Plan, "employee" shall mean an individual whose wages are
subject to the withholding of federal income tax under Section 3401 of the
Internal Revenue Code of 1986, as amended from time to time (the "Code"), and
"officer" shall mean an individual elected or appointed by the Board of
Directors or chosen in such other manner as may be prescribed in the By-laws of
the Company to serve as such, except that for the purposes of this Plan, the
Chairman of the Board will not be deemed to be an officer of the Company.

     For purposes of this Plan, and as used herein, the "fair market value" of a
share of Common Stock is the closing sales price on the date in question (or, if
there was no reported sale on such date, on the last preceding day on which any
reported sale occurred) of the Common Stock on the New York Stock Exchange.

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     1.02 OPTIONS. The Options granted hereunder shall be options that are not
qualified under Section 422A of the Code.

                                   ARTICLE II

                                 ADMINISTRATION

     The Plan shall be administered by the Board of Directors. The Board of
Directors shall have no authority, discretion or power to select the
participants who will receive Options, to set the number of shares to be covered
by each Option, or to set the exercise price or the period within which the
Options may be exercised, or to alter any other terms or conditions specified
herein, except in the sense of administering the Plan subject to the express
provisions of the Plan and except in accordance with Sections 3.02(a) and 6.02
hereof. Subject to the foregoing limitations, the Board of Directors shall have
authority and power to adopt such rules and regulations and to take such action
as it shall consider necessary or advisable for the administration of the Plan,
and to construe, interpret and administer the Plan. The decisions of the Board
of Directors relating to the Plan shall be final and binding upon the Company,
the Holders, as defined hereinafter, and all other persons. No member of the
Board of Directors shall incur any liability by reason of any action or
determination made in good faith with respect to the Plan or any stock option
agreement entered into pursuant to the Plan.

                                   ARTICLE III

                                     OPTIONS

     3.01 PARTICIPATION. Each non-employee director shall be granted Options to
purchase Common Stock under the Plan on the terms and conditions herein
described.

     3.02 STOCK OPTION AGREEMENTS. Each Option granted under the Plan shall be
evidenced by a written stock option agreement, which agreement shall be entered
into by the Company and the non-employee director to whom the Option is granted
(the "Holder"), and which agreement shall include, incorporate or conform to the
following terms and conditions, and such other terms and conditions not
inconsistent therewith or with the terms and conditions of this Plan as the
Board of Directors considers appropriate in each case:

          (a)  OPTION GRANT DATE. Options shall be granted initially as of the
     Effective Date to each non-employee director serving the Company as a
     director on such date. Thereafter, on each July 1 during the term of the
     Plan until and including July 1, 2001, Options shall be granted
     automatically to the incumbent non-employee directors serving the Company
     as directors on such date. Beginning on February 1, 2002, Options shall be
     granted to incumbent non-employee directors each year on February 1 during
     the term of the Plan. Options shall be granted to new non-employee
     directors at the time of their election or appointment. The date of grant
     of an Option pursuant to the Plan shall be referred to hereinafter as the
     "Grant Date" of such Option. Notwithstanding anything herein to the
     contrary, the Board of Directors may revoke, on or prior to July 1, 2001 or
     on or prior to each

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     subsequent February 1, the next automatic grant of Options otherwise
     provided for by the Plan if no options have been granted to employees since
     the preceding Grant Date under the Company's 1982 Stock Option Plan or any
     other employee stock option plan that the Company might adopt hereafter.

          (b)  NUMBER. Each non-employee director serving the Company as a
     director on the Effective Date shall be granted, as of such date, an Option
     to purchase a number of shares of Common Stock equal to the product
     obtained by multiplying (i) the number of completed years such director has
     served the Company as a director by (ii) 500. Thereafter, as of each
     subsequent Grant Date prior to July 1, 2001, each then current non-employee
     director shall be granted an Option to purchase the number of shares of
     Common Stock equal to the nearest number of whole shares determined in
     accordance with the following formula, subject to adjustment in accordance
     with Section 5.02 hereof:

              30,000                        =        Number of Shares of
          --------------                             Common Stock
     Number of Non-Employee Directors

     "Number of Non-Employee Directors" shall mean the number of non-employee
     directors serving the Company as a director on such Grant Date. The formula
     set forth above will not be affected by any decision of the Board of
     Directors to revoke an automatic grant.

          If, on any July 1 during the term of the Plan prior to July 1, 2001,
     fewer than 30,000 shares of Common Stock (subject to adjustment in
     accordance with Section 5.02 hereof) remain available for grant on such
     date, such smaller number will be substituted for 30,000 as the numerator
     in the formula described above to determine the number of shares of Common
     Stock to be subject to each Option to be granted to each non-employee
     director on such date.

          Beginning on July 1, 2001 and on each Grant Date thereafter, each new
     non-employee director shall be granted an Option to purchase 10,000 shares
     of Common Stock, upon election to the Board of Directors as a director, for
     his or her first year of service as a director. On each subsequent Grant
     Date, each then current incumbent non-employee director who has completed
     his or her first year of service as a director shall be granted an Option
     to purchase 5,000 shares of Common Stock.

          (c)  PRICE. The price at which each share of Common Stock covered by
     an Option may be purchased pursuant to this Plan shall be the fair market
     value of the shares on the Grant Date of such Option.

          (d)  OPTION PERIOD. Each Option shall be exercisable from time to time
     over a period (the "Option Period") commencing one year from the Grant Date
     of such Option and ending upon the expiration of ten years from the Grant
     Date, unless terminated sooner pursuant to the provisions described in
     Section 3.02(e) below; provided, however, that any Option granted pursuant
     to the Plan shall become exercisable in full upon the mandatory retirement
     of the Holder as a regular director because of age in accordance with
     Article III of the By-laws of the Company.

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          (e)  TERMINATION OF SERVICE, DEATH, ETC. Each stock option agreement
     shall provide as follows with respect to the exercise of the Option granted
     thereby in the event that the Holder ceases to be a non-employee director
     for the reasons described in this Section 3.02(e):

               (i)   If the Holder ceases to be a director of the Company on
          account of such Holder's (A) fraud or intentional misrepresentation,
          or (B) embezzlement, misappropriation or conversion of assets or
          opportunities of the Company or any direct or indirect majority-owned
          subsidiary of the Company, then the Option shall automatically
          terminate and be of no further force or effect as of the date the
          Holder's directorship terminated;

               (ii)  If the Holder shall die during the Option Period while a
          director of the Company (or during the additional five-year period
          provided by paragraph (iii) of this Section 3.02(e)), the Option may
          be exercised, to the extent that the Holder was entitled to exercise
          it at the date of Holder's death, within five years after such death
          (if otherwise within the Option Period), but not thereafter, by the
          executor or administrator of the estate of the Holder, or by the
          person or persons who shall have acquired the Option directly from the
          Holder by bequest or inheritance or permitted transfer; or

               (iii) If the directorship of a Holder is terminated for any
          reason (other than the circumstances specified in paragraphs (i) and
          (ii) of this Section 3.02(e)) within the Option Period, the Option may
          be exercised, to the extent the Holder was able to do so at the date
          of termination of the directorship, within five years after such
          termination (if otherwise within the Option Period), but not
          thereafter.

          (f)  TRANSFERABILITY. Except as provided in this subsection (f), no
     Option granted under the Plan shall be (i) transferable otherwise than by
     will or the laws of descent and distribution, or (ii) exercisable during
     the lifetime of the Holder by anyone other than the Holder. An Option
     granted under the Plan to a Holder may be transferred by such Holder to a
     permitted transferee (as defined below), provided that (i) there is no
     consideration for such transfer (other than receipt by the Holder of
     interests in an entity that is a permitted transferee); (ii) the Holder (or
     such Holder's estate or representative) shall remain obligated to satisfy
     all income or other tax withholding obligations associated with the
     exercise of such Option; (iii) the Holder shall notify the Company in
     writing that such transfer has occurred and disclose to the Company the
     name and address of the permitted transferee and the relationship of the
     permitted transferee to the Holder; and (iv) such transfer shall be
     effected pursuant to transfer documents in a form approved by the Board of
     Directors. A permitted transferee may not further assign or transfer any
     such transferred Option otherwise than by will or the laws of descent and
     distribution. Following the transfer of an Option to a permitted
     transferee, such Option shall continue to be subject to the same terms and
     conditions that applied to it prior to its transfer by the Holder, except
     that it shall be exercisable by the permitted transferee to whom such
     transfer was made rather than by the transferring Holder. For the purposes
     of the Plan, the term "permitted transferee" means,

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     with respect to a Holder, (i) any child, stepchild, grandchild, parent,
     stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
     mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
     or sister-in-law of the Holder, including adoptive relationships, (ii) any
     person sharing the Holder's household (other than a tenant or an employee),
     (iii) a trust in which the persons described in clauses (i) and (ii) above
     have more than fifty percent of the beneficial interest, (iv) a foundation
     in which the Holder and/or persons described in clauses (i) and (ii) above
     control the management of assets, and (v) any other entity in which the
     Holder and/or persons described in clauses (i) and (ii) above own more than
     fifty percent of the voting interests.

          (g)  AGREEMENT TO CONTINUE IN SERVICE. Each Holder shall agree to
     remain in the continuous service of the Company, at the pleasure of the
     Company's shareholders, at least until the earlier of one year after the
     date of the grant of any Option or the mandatory retirement of the Holder
     as a regular director because of age in accordance with Article III of the
     By-laws of the Company, at the retainer rate and fee schedule then in
     effect or at such changed rate or schedule as the Company from time to time
     may establish.

          (h)  EXERCISE, PAYMENTS, ETC. Each stock option agreement shall
     provide that the method for exercising the Option granted thereby shall be
     by delivery to the President of the Company of, or by sending by United
     States registered or certified mail, postage prepaid, addressed to the
     Company (for the attention of its President) of, written notice signed by
     Holder specifying the number of shares of Common Stock with respect to
     which such Option is being exercised. Such notice shall be accompanied by
     the full amount of the purchase price of such shares. Any such notice shall
     be deemed to be given on the date on which the same was deposited in a
     regularly maintained receptacle for the deposit of United States mail,
     addressed and sent as above-stated. In addition to the foregoing, promptly
     after demand by the Company, the exercising Holder shall pay to the Company
     an amount equal to applicable withholding taxes, if any, due in connection
     with such exercise.

                                   ARTICLE IV

                                    [Deleted]

                                    ARTICLE V

                             AUTHORIZED COMMON STOCK

     5.01 COMMON STOCK. The total number of shares of Common Stock as to which
Options may be granted pursuant to the Plan shall be 550,000, in the aggregate,
except as such number of shares shall be adjusted from and after the Effective
Date in accordance with the provisions of Section 5.02 hereof. If any
outstanding Option under the Plan shall expire or be terminated for any reason
before the end of the Option Period, the shares of Common Stock allocable to the
unexercised portion of such Option may again be subject to the Plan. The Company
shall, at all times during the life of any outstanding Options, retain as
authorized and unissued Common Stock at least the number of shares from time to
time included in the outstanding Options or otherwise assure itself of its
ability to perform its obligation under the Plan.

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     5.02 ADJUSTMENTS UPON CHANGES IN COMMON STOCK. In the event the Company
shall effect a split of the Common Stock or dividend payable in Common Stock, or
in the event the outstanding Common Stock shall be combined into a smaller
number of shares, the maximum number of shares as to which Options may be
granted under the Plan shall be increased or decreased proportionately. In the
event that before delivery by the Company of all of the shares of Common Stock
in respect of which any Option has been granted under the Plan, the Company
shall have effected such a split, dividend or combination, the shares still
subject to the Option shall be increased or decreased proportionately and the
purchase price per share shall be increased or decreased proportionately so that
the aggregate purchase price for all the then optioned shares shall remain the
same as immediately prior to such split, dividend or combination.

     In the event of a reclassification of the Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization, including a
merger, consolidation or sale of assets, the Board of Directors of the Company
shall make such adjustments, if any, as it may deem appropriate in the number,
purchase price and kind of shares covered by the unexercised portions of Options
theretofore granted under the Plan. The provisions of this Section 5.02 shall
only be applicable if, and only to the extent that, the application thereof does
not conflict with any valid governmental statute, regulation or rule.

                                   ARTICLE VI

                               GENERAL PROVISIONS

     6.01 TERMINATION OF THE PLAN. The Plan shall terminate whenever the Board
of Directors adopts a resolution to that effect. If not sooner terminated under
the preceding sentence, the Plan shall wholly cease and expire at the close of
business on July 25, 2006. After termination of the Plan, no Options shall be
granted under this Plan, but the Company shall continue to recognize Options
previously granted.

     6.02 AMENDMENT OF THE PLAN. Subject to the limitations set forth in this
Section 6.02, the Board of Directors may from time to time amend, modify,
suspend or terminate the Plan. No such amendment, modification, suspension or
termination shall (a) impair any Options theretofore granted under the Plan or
deprive any Holder of any shares of Common Stock which he might have acquired
through or as a result of the Plan, or (b) be made without the approval of the
shareholders of the Company where such change would (i) increase the total
number of shares of Common Stock which may be granted under the Plan or decrease
the purchase price under the Plan (other than as provided in Section 5.02
hereof), (ii) materially alter the class of persons eligible to be granted
Options under the Plan, (iii) materially increase the benefits accruing to
Holders under the Plan or (iv) extend the term of the Plan or the Option Period.

     6.03 TREATMENT OF PROCEEDS. Proceeds from the sale of Common Stock pursuant
to Options granted under the Plan shall constitute general funds of the Company.

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     6.04 EFFECTIVENESS. This Plan became effective as of the Effective Date.
The Plan as amended and restated effective January 29, 2002, was approved and
adopted by the Board of Directors on January 29, 2002, to be effective as of
that date.

     6.05 PARAGRAPH HEADINGS. The paragraph headings included herein are only
for convenience, and they shall have no effect on the interpretation of the
Plan.

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated
1988 Nonqualified Stock Option Plan for Non-Employee Directors on this 29th day
of January, 2002, effective as of January 29, 2002.

                                  NOBLE AFFILIATES, INC.

                                  By /s/ Charles D. Davidson
                                     -------------------------------------------
                                  Name:  Charles D. Davidson
                                  Title: President and Chief Executive Officer

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