exv10w2



 






Exhibit 10.2




NOBLE ENERGY, INC.




2005 NON-EMPLOYEE DIRECTOR FEE DEFERRAL PLAN




     THIS AMENDED PLAN, made and executed by Noble Energy, Inc. (the “Company”) at Houston, Texas,
to be effective as of January 1, 2005,



WITNESSETH THAT:




     WHEREAS, effective as of April 23, 2002, the Company (formerly known as Noble Affiliates,
Inc.) established the Noble Affiliates, Inc. Non-Employee Director Fee Deferral Plan (the “Plan”)
for the benefit of the non-employee directors of the Company; and



     WHEREAS, effective as of August 1, 2003, the Plan was renamed the Noble Energy, Inc.
Non-Employee Director Fee Deferral Plan and amended by restatement in its entirety to make certain
changes; and



     WHEREAS, the Company now desires to amend the Plan to separate the portion of the Plan
applicable to amounts deferred prior to January 1, 2005, from the portion of the Plan applicable to
amounts deferred after December 31, 2004, and to make certain changes designed to comply with the
requirements of Internal Revenue Code section 409A;



     NOW, THEREFORE, in consideration of the premises and pursuant to the provisions of Section 5
of the Plan, effective as of January 1, 2005, the portion of the Plan applicable to amounts
deferred after December 31, 2004 (which shall be known as the 2005 Noble Energy, Inc. Non-Employee
Director Fee Deferral Plan), is hereby amended by restatement in its entirety to read as follows:



     Section 1. Establishment and Purpose. The Company has established this Non-Employee
Director Fee Deferral Plan to promote the long-term success of the Company by creating a long-term
mutuality of interests between the non-employee directors and stockholders of the Company, to
provide an additional inducement for such directors to remain with the Company and to provide a
means through which the Company may attract able persons to serve as directors of the Company.



     Section 2. Definitions. For purposes of the Plan, the following terms shall have the
indicated meanings:



     (a) “Affiliate” means any corporation, partnership, limited liability company, association,
trust or other organization which, directly or indirectly, controls, is controlled by, or is under
common control with, the Company.



     (b) “Applicable Percentage” means, with respect to a particular month, the annual prime rate
of interest announced by JPMorgan Chase Bank, Dallas, Texas for the first business day of such
month.



     (c) “Board of Directors” means the Board of Directors of the Company.



 









 





     (d) “Committee” means the Corporate Governance and Nominating Committee of the Board of
Directors.



     (e) “Company” means Noble Energy, Inc., a Delaware corporation.



     (f) “Common Stock” means the common stock, par value $3.33-1/3 per share, of the Company, or
any stock or other securities of the Company hereafter issued or issuable in substitution or
exchange for the Common Stock.



     (g) “Deferral Account” means an account established and maintained on the books of the Company
pursuant to Plan Section 4(b) to record a Participant’s interest under the Plan.



     (h) “Director Fees” means all cash compensation payable by the Company to a Non-Employee
Director for his or her services as a director of the Company.



     (i) “Election Period” means the three-month period prior to the beginning of a Plan Year;
provided, however, that the Election Period applicable to a New Non-Employee Director shall include
the period of thirty (30) days immediately following the date as of which he or she becomes a New
Non-Employee Director.



     (j) “New Non-Employee Director” means a Non-Employee Director who was not a Non-Employee
Director immediately prior to his or her most recent election to serve as a Non-Employee Director.



     (k) “Non-Employee Director” means an individual who (i) is a member of the Board of Directors
by virtue of being elected to the Board of Directors by the stockholders of the Company or by the
Board of Directors under applicable corporate law, and (ii) is not an officer or employee of the
Company or one of its Affiliates.



     (l) “Participant” means a Non-Employee Director or former Non-Employee Director for whom an
Account is being maintained under the Plan.



     (m) “Plan” means this 2005 Noble Energy, Inc. Non-Employee Director Fee Deferral Plan as in
effect from time to time.



     (n) “Plan Year” means (i) the last four months of the Plan Year under the Noble Energy, Inc.
Non-Employee Director Fee Deferral Plan that ended on April 30, 2005, (ii) the eight-month period
commencing on May 1, 2005, and ending on December 31, 2005, and (iii) the twelve-month period
commencing on January 1 of each calendar year after 2005.



     Section 3. Plan Administration. The Plan shall be administered by the Committee. The
Committee shall have discretionary and final authority to interpret and implement the provisions of
the 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 the Plan as are consistent with the
terms hereof and shall keep adequate records of its proceedings and acts. Every interpretation,
choice, determination of 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 the Plan or



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otherwise directly or indirectly affected by such action (without restriction, however, on the
right of the Committee to reconsider and redetermine such action).



     Section 4. Deferred Compensation Provisions.



     (a) Deferral Elections. During the Election Period for each Plan Year a
Non-Employee Director may elect to have all or any portion of the Director Fees otherwise payable
to him or her for such year (or, with respect to a New Non-Employee Director for the Plan Year
during which he or she becomes a New Non-Employee Director, all or any portion of the Director Fees
otherwise payable to such New Non-Employee Director for such year for his or her services to be
performed after the end of the Election Period applicable to such New Non-Employee Director)
deferred for future payment by the Company in accordance with the provisions of the Plan. The
deferral election made by a Non-Employee Director for a Plan Year pursuant to this Plan Section
4(a) shall specify (i) the portion of the Directors Fees otherwise payable to him or her for such
year that shall be deferred pursuant to the Plan, (ii) the date that the amount credited to his or
her Deferral Account for such year shall be distributed or commence being distributed (which date
shall be at least twelve months after the end of the Election Period for such year, and shall be
subject to being accelerated in accordance with the provisions of Plan Section 4(d) or Plan Section
5), and (iii) the form of distribution that shall apply to the amount credited to his or her
Deferral Account for such year. The deferral election made by a Non-Employee Director for a Plan
Year pursuant to this Plan Section 4(a) shall (i) be made in writing on a form prescribed by and
filed with the Committee, (ii) be irrevocable after the end of the Election Period for such Plan
Year, and (iii) continue to be effective as a deferral election made for each succeeding Plan Year
until such Non-Employee Director changes or terminates his or her deferral election for a
succeeding Plan Year during the Election Period for such year. If no deferral election under this
Plan is in effect for a Non-Employee Director for a Plan Year, his or her Director Fees for such
year shall be paid by the Company to him or her in cash on the dates such Directors Fees are
normally due to be paid under the policies and practices of the Company with respect thereto.



     (b) Participant Accounts. For each Plan Year the Company shall establish and
maintain on its books a Deferral Account for each Non-Employee Director who elects to defer a
Director Fees amount for such year pursuant to Plan Section 4(a). Each such Account shall be
designated by the name of the Participant for whom established and the Plan Year to
which it relates, and the amount of any Director Fees otherwise payable by the Company to a
Participant for a Plan Year that such Participant has elected to defer for such year pursuant to
Plan Section 4(a) shall be credited by the Company to such Participant’s Deferral Account for that
year on the date such amount would otherwise have been paid by the Company to such Participant.



     (c) Deferral Account Adjustments. On the last day of each month, the amount credited
to each Deferral Account maintained for a Participant shall be credited with notional earnings in
an amount equal to the product obtained by multiplying one-twelfth (1/12) of the Applicable
Percentage by the amount that has been credited to such Account for the entire period of such
month.



     (d) Deferral Account Payments. The amount credited to a Deferral Account maintained
for a Participant (i) shall be distributed or commence being distributed, as the case may be, to
such Participant pursuant to this Plan Section 4(d) on the first day of the first month commencing
after the



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first to occur of (1) the date specified by such Participant in his or her election filed with
the Committee for such Deferral Account during the Election Period for the Plan Year to which
such Deferral Account relates, or (2) the date such Participant ceases to be a
Non-Employee Director, and (ii) shall be distributed to such Participant either in a single
distribution or in approximately equal annual installments over a period of up to five (5) years,
such form of distribution to be made in accordance with such Participant’s election filed with the
Committee for such Deferral Account during the Election Period for the Plan Year to which such
Deferral Account relates. When an amount credited to a Participant’s Deferral Account becomes
distributable, such amount shall be paid by the Company to such Participant in cash and charged
against such Deferral Account. If the amount credited to a Deferral Account is paid in
installments over a period of years, the provisions of Plan Section 4(c) shall continue to apply to
the amount credited to such Deferral Account from time to time.



     (e) Death of Participant. Upon the death of a Participant, the amount credited to
each Deferral Account maintained for such Participant shall be paid by the Company in a single
distribution in cash to the beneficiary or beneficiaries designated by such Participant and charged
against such Deferral Account. Such designation of beneficiary or beneficiaries shall be made in
writing on a form prescribed by and filed with the Committee, and shall 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
the Plan shall be paid to such Participant’s estate. All distributions under this Plan Section
4(e) shall be made as soon as practicable following a Participant’s death.



     Section 5. Plan Amendment and Termination. The Board of Directors shall have the
right and power at any time and from time to time to amend the Plan, in whole or in part, for any
reason; provided, however, that no such amendment shall reduce the amount actually credited to a
Participant’s Deferral Account as of the date of such amendment, or further defer the date or dates
for the payment of such amount, without the consent of the affected Participant. The Board of
Directors shall also have the right and power at any time to terminate the Plan for any reason and
to cause the amount then credited to each Deferral Account maintained for a Participant to be paid
to such Participant in a single distribution in cash on the effective date of such termination and
charged against such Deferral Account.



Section 6. General Provisions.




     (a) Nature of Plan and Rights. The Plan is unfunded and maintained by the Company
primarily for the purpose of providing deferred compensation for Non-Employee Directors. The
Deferral Accounts maintained under this Plan are fictional devices used solely for the accounting
purposes of the Plan to determine an amount of money to be paid by the Company to a Participant
pursuant to the Plan, and shall not be deemed or construed to create a trust fund or security
interest of any kind or to grant a property interest of any kind to any Participant, designated
beneficiary or estate. The amounts credited by the Company to Deferral Accounts maintained under
the Plan are and for all purposes shall continue to be a part of the general liabilities of the
Company, and to the extent that a Participant, designated beneficiary or estate acquires a right to
receive a cash payment from the Company pursuant to the Plan, such right shall be no greater than
the right of any unsecured general creditor of the Company.



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     (b) No Continuing Right as Director. Neither the adoption or operation of the Plan,
nor the Plan itself or any document describing or relating to the Plan, shall confer upon any
Participant any right to continue as a director of the Company or interfere in any way with the
rights of the shareholders of the Company or the Board of Directors to elect and remove directors.



     (c) Spendthrift Provision. No Account balance or other right or interest under the
Plan of a Participant, designated beneficiary or estate may be assigned, transferred or alienated,
in whole or in part, either directly or by operation of law, and no such balance, right or interest
shall be liable for or subject to any debt, obligation or liability of such Participant, designated
beneficiary or estate.



     (d) Severability. If any provision of the Plan is held to be illegal or invalid for
any reason, such illegal or invalid provision shall not affect the remaining provisions of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not
been included herein.



     (e) Expenses. All expenses associated with the administration of the Plan, including
but not limited to legal and accounting fees, shall be paid by the Company.



     (f) Binding Effect. The obligations of the Company under the Plan shall be binding
upon any successor corporation or organization resulting from the merger, consolidation or other
reorganization of the Company, or upon any successor corporation or organization succeeding to all
or substantially all of the assets and business of the Company. The terms and conditions of the
Plan shall be binding upon each Participant and his or her heirs, legatees, distributee and legal
representatives.



     (g) Governing Law. The provisions of the Plan shall be governed by and construed in
accordance with the internal laws (without regard to principles of conflicts of laws) of the State
of Texas.



     (h) Construction. The headings of the Sections and subsections in the Plan are placed
herein for convenience of reference only, and in case of any conflict, the text of this instrument,
rather than such titles or headings, shall control. When a noun or pronoun is used in the Plan in
plural form and there is only one person or entity within the scope of the word so used, or in
singular form and there is more than one person or entity within the scope of the word so used,
such noun or pronoun shall have a plural or singular meaning as appropriate under the circumstance.



     (i) Cancellation of Certain Deferral Elections. Any provision of this Plan to the
contrary notwithstanding, the portion of each election made pursuant to Plan Section 4(a) for the
twelve-month period commencing May 1, 2005, that applies to the deferral of Director Fees payable
to a Non-Employee Director for his or her services to be performed after December 31, 2005, is
hereby canceled in accordance with the provisions of Q&A-20 of IRS Notice 2005-1.



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     IN WITNESS WHEREOF, the undersigned has executed this Plan on this ___day of December,
2005, to be effective as of January 1, 2005.



	 	 	 	 	 
	 	NOBLE ENERGY, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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