Preview | Retirement Restoration Plan |

WHEREAS, the Company has heretofore established the Restoration of Retirement Income Plan for Certain Participants in the Noble Affiliates Retirement Plan (the ?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

NOW, THEREFORE, in consideration of the premises and pursuant to the provisions of Section 7 of the Plan, effective as of December 1, 2007, the Plan as in effect on November 30, 2007, is hereby renamed the ?Noble Energy, Inc. Retirement Restoration Plan? and amended by restatement in its entirety to read as follows:

(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 50 percent? appears in Treas. Reg. section 1.414(c)-2.

(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;

(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.