Preview | Consulting Agreement |

This CONSULTING AGREEMENT (this Agreement) is made and entered into as of May 9, 2005 by and between Noble Energy, Inc., a Delaware corporation (the Company), and Thomas J. Edelman (the Consultant).

WHEREAS, the Company and its subsidiaries and affiliates are principally engaged in the business of development, acquisition and exploration of oil and gas properties (the Business);

WHEREAS, the Company and its wholly-owned subsidiary, Noble Energy Production, Inc. (Merger Sub), entered into an Agreement and Plan of Merger on December 15, 2004, as amended (the Merger Agreement), with Patina Oil & Gas Corporation (Patina) pursuant to which Patina will merge (the Merger) with and into Merger Sub at the Effective Time of the Merger (as defined in the Merger Agreement);

WHEREAS, in connection with the Merger, the Consultants current employment as Chairman, Chief Executive Officer and President of Patina will terminate pursuant to Section 1.5 of the Merger Agreement and Section 6.1(a)(iii) of the Consultants Amended and Restated Employment Agreement with Patina, as amended and in effect as of the date hereof (the Employment Agreement);

WHEREAS, on such termination of the Consultants employment with Patina, the Consultant will be entitled to receive certain payments and other benefits under the Employment Agreement and the Company desires to provide for such payments and benefits due to the Consultant under the Employment Agreement;

WHEREAS, the Company also desires to retain the services of the Consultant as an independent contractor of and consultant to the Company for a period following the consummation of the Merger, and the Consultant desires to provide such services in such capacities to the Company, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Term. The term of the Companys engagement of the Consultant hereunder (the Term) shall commence on the date of the Effective Time of the Merger and shall continue for a period of 12 months thereafter, unless terminated sooner pursuant to Section 5 hereof.

(a) Generally. During the Term, the Consultant shall provide advice on specific matters as requested by the Company, with a principal focus on integration of the Patina operations into the operations of the Company and, in addition, as may be requested by the Chief

Executive Officer of the Company, provide advice on corporate strategy, management structure, capital allocation, risk management, financing, hedging and shareholder communications, and shall otherwise render such management and consulting services to the Company as the Company may, from time to time, reasonably require. In no event shall the Consultant be required to speak for or represent the Company in any public forum, nor shall he assume or be delegated the authority to make any decision or to sign any document or instrument on behalf of the Company. The Consultant shall report to the Board of Directors of the Company (the Board). During the initial 30-50% of the Term, the Consultant will make available a material portion of his business time and attention to the Company, as reasonably requested by the Chief Executive Officer of the Company. Following such initial portion of the Term, the Consultants active involvement (other than as a member of the Board of the Company) is expected to decline steadily but the Consultant will remain available to address matters raised by the Chief Executive Officer of the Company.

(b) Recusal for Certain Conflicts of Interest. If the Consultant becomes aware of any actual or potential conflict between his obligations to any other company of which he is a director or an officer and his duties to the Company under this Agreement (a Conflict), the Consultant will promptly inform the Board of such Conflict. The Consultant will recuse himself from any discussion with the Company of matters involving a Conflict of which he is aware, or any matter with respect to which the Company or any other company of which he is a director or an officer are in competition to the extent he is aware that his involvement would be in violation of, or create a substantial risk of a violation of, applicable law. The Consultant will not seek and will not knowingly accept any Protected Information (defined below), the possession of which would require recusal as described above.

3. Consulting Fees. For his services hereunder, during the Term described in Section 1, the Company shall pay the Consultant a monthly consulting fee of Fifty Thousand Dollars ($50,000), payable on or about the last day of each calendar month within the Term. Such amount will be prorated for any partial calendar months within the Term.

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