NOBLE ENERGY INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>a2079318zex-10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<Page>

                                                                    EXHIBIT 10.3

                             NOBLE AFFILIATES, INC.

                   1992 STOCK OPTION AND RESTRICTED STOCK PLAN

               (AS AMENDED AND RESTATED THROUGH JANUARY 29, 2002)

     SECTION 1. PURPOSE

     The purpose of this Plan is to assist Noble Affiliates, Inc., a Delaware
corporation, in attracting and retaining, as officers and key employees of the
Company and its Affiliates, persons of training, experience and ability and to
furnish additional incentive to such persons by encouraging them to become
owners of Shares of the Company's capital stock, by granting to such persons
Incentive Options, Nonqualified Options, Restricted Stock, or any combination of
the foregoing.

     SECTION 2. DEFINITIONS

     Unless the context otherwise requires, the following words as used herein
shall have the following meanings:

          (a)  "Affiliate" means any corporation (other than the Company) in any
     unbroken chain of corporations (i) beginning with the Company if, at the
     time of the granting of the Option or award of Restricted Stock, each of
     the corporations other than the last corporation in the unbroken chain owns
     stock possessing 50 percent or more of the total combined voting power of
     all classes of stock in one of the other corporations in such chain, or
     (ii) ending with the Company if, at the time of the granting of the Option
     or award of Restricted Stock, each of the corporations, other than the
     Company, owns stock possessing 50 percent or more of the total combined
     voting power of all classes of stock in one of the other corporations in
     such chain.

          (b)  "Agreement" means the written agreement (i) between the Company
     and the Optionee evidencing the Option and any SARs that relate to such
     Option granted by the Company and the understanding of the parties with
     respect thereto or (ii) between the Company and a recipient of Restricted
     Stock evidencing the restrictions, terms and conditions applicable to such
     award of Restricted Stock and the understanding of the parties with respect
     thereto.

          (c)  "Board" means the Board of Directors of the Company as the same
     may be constituted from time to time.

          (d)  "Code" means the Internal Revenue Code of 1986, as amended.

          (e)  "Committee" means the Committee provided for in Section 3 of the
     Plan as the same may be constituted from time to time.

          (f)  "Company" means Noble Affiliates, Inc., a Delaware corporation.

          (g)  "Corporate Transaction" shall have the meaning as defined in
     Section 8 of the Plan.

          (h)  "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (i)  "Fair Market Value" means the fair market value per Share as
     determined by the Committee in good faith; provided, however, that if a
     Share is listed or admitted to trading on a securities exchange registered
     under the Exchange Act, the Fair Market Value per Share shall be the
     average of the reported high and low sales price on the date in question
     (or if there was no reported sale on such date, on the last preceding date
     on which any reported sale occurred) on the principal securities exchange
     on which such Share is listed or admitted to trading, or if a Share is not
     listed or admitted to trading on any such exchange but is listed as a
     national market security on the National Association of Securities Dealers,
     Inc. Automated Quotations System

<Page>

     ("NASDAQ") or any similar system then in use, the Fair Market Value per
     Share shall be the average of the reported high and low sales price on the
     date in question (or if there was no reported sale on such date, on the
     last preceding date on which any reported sale occurred) on such system, or
     if a Share is not listed or admitted to trading on any such exchange and is
     not listed as a national market security on NASDAQ but is quoted on NASDAQ
     or any similar system then in use, the Fair Market Value per Share shall be
     the average of the closing high bid and low asked quotations on such system
     for such Share on the date in question. For purposes of valuing Shares to
     be made subject to Incentive Options, the Fair Market Value per Share shall
     be determined without regard to any restriction other than one which, by
     its terms, will never lapse.

          (j)  "Incentive Option" means an Option that is intended to satisfy
     the requirements of Section 422(b) of the Code and Section 17 of the Plan.

          (k)  "Nonqualified Option" means an Option that does not qualify as a
     statutory stock option under Section 422 or 423 of the Code.

          (l)  "Non-Employee Director" means a director of the Company who
     satisfies the definition thereof under Rule 16b-3 promulgated under the
     Exchange Act.

          (m)  "Option" means an option to purchase one or more Shares granted
     under and pursuant to the Plan. Such Option may be either an Incentive
     Option or a Nonqualified Option.

          (n)  "Optionee" means a person who has been granted an Option and who
     has executed an Agreement with the Company.

          (o)  "Outside Director" means a director of the Company who is an
     outside director within the meaning of Section 162(m) of the Code and the
     regulations promulgated thereunder.

          (p)  "Plan" means this Noble Affiliates, Inc. 1992 Stock Option and
     Restricted Stock Plan, as amended from time to time.

          (q)  "Restricted Stock" means Shares issued or transferred pursuant to
     Section 20 of the Plan.

          (r)  "Retirement" means a termination of employment with the Company
     or an Affiliate either (i) on a voluntary basis by a person who (A) is at
     least 55 years of age with five years of credited service with the Company
     or one or more Affiliates or (B) has at least 20 years of credited service
     with the Company or one or more Affiliates, immediately prior to such
     termination of employment or (ii) otherwise with the written consent of the
     Committee in its sole discretion.

          (s)  "SARs" means stock appreciation rights granted pursuant to
     Section 7 of the Plan.

          (t)  "Securities Act" means the Securities Act of 1933, as amended.

          (u)  "Share" means a share of the Company's present common stock, par
     value $3.33-1/3 per share, and any share or shares of capital stock or
     other securities of the Company hereafter issued or issuable in respect of
     or in substitution or exchange for each such present share. Such Shares may
     be unissued or reacquired Shares, as the Board, in its sole and absolute
     discretion, shall from time to time determine.

     SECTION 3. ADMINISTRATION

     The Plan shall be administered by, and the decisions concerning the Plan
shall be made solely by, a Committee of two or more directors of the Company,
all of whom are (a) Non-Employee Directors, and (b) not later than immediately
after the first meeting of stockholders of the Company at which its directors
are elected that occurs after December 31, 1996, Outside Directors. Each member
of the Committee shall be appointed by and shall serve at the pleasure of the
Board. The Board shall have the sole continuing authority to appoint members of
the Committee. In

                                       -2-
<Page>

making grants or awards, the Committee shall take into consideration the
contribution the person has made or may make to the success of the Company or
its Affiliates and such other considerations as the Board may from time to time
specify.

     The Committee shall elect one of its members as its chairman and shall hold
its meetings at such times and places as it may determine. A majority of the
members of the Committee shall constitute a quorum. All decisions and
determinations of the Committee shall be made by the majority vote or decision
of the members present at any meeting at which a quorum is present; provided,
however, that any decision or determination reduced to writing and signed by all
members of the Committee shall be as fully effective as if it had been made by a
majority vote or decision at a meeting duly called and held. The Committee may
appoint a secretary (who need not be a member of the Committee) who shall keep
minutes of its meetings. The Committee may make any rules and regulations for
the conduct of its business that are not inconsistent with the express
provisions of the Plan, the bylaws or certificate of incorporation of the
Company or any resolutions of the Board.

     All questions of interpretation or application of the Plan, or of a grant
of an Option and any SARs that relate to such Option or an award of Restricted
Stock, including questions of interpretation or application of an Agreement,
shall be subject to the determination of the Committee, which determination
shall be final and binding upon all parties.

     Subject to the express provisions of the Plan, the Committee shall have the
authority, in its sole and absolute discretion, (a) to adopt, amend or rescind
administrative and interpretive rules and regulations relating to the Plan; (b)
to construe the Plan; (c) to make all other determinations necessary or
advisable for administering the Plan; (d) to determine the terms and provisions
of the respective Agreements (which need not be identical), including provisions
defining or otherwise relating to (i) the term and the period or periods and
extent of exercisability of the Options, (ii) the extent to which the
transferability of Shares issued upon exercise of Options or any SARs that
relate to such Options is restricted, (iii) the effect of termination of
employment upon the exercisability of the Options, and (iv) the effect of
approved leaves of absence (consistent with any applicable regulations of the
Internal Revenue Service) upon the exercisability of such Options; (e) subject
to Sections 9 and 11 of the Plan, to accelerate, for any reason, regardless of
whether the Agreement so provides, the time of exercisability of any Option and
any SARs that relate to such Option that have been granted or the time of the
lapsing of restrictions on Restricted Stock; (f) to construe the respective
Agreements; and (g) to exercise the powers conferred on the Committee under the
Plan. The Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent it shall deem
expedient to carry it into effect, and it shall be the sole and final judge of
such expediency. The determinations of the Committee or Board, as the case may
be, on the matters referred to in this Section 3 shall be final and conclusive.

     SECTION 4. SHARES SUBJECT TO THE PLAN

          (a)  The total number of Shares that may be purchased pursuant to
     Options, issued or transferred pursuant to the exercise of SARs or awarded
     as Restricted Stock shall not exceed a maximum of 6,500,000 in the
     aggregate, and the total number of shares for which Options and SARs may be
     granted, and which may be awarded as Restricted Stock, to any one person
     during a calendar year is 80,000 in the aggregate; provided that each such
     maximum number of Shares shall be increased or decreased as provided in
     Section 13 of the Plan.

          (b)  At any time and from time to time after the Plan takes effect,
     the Committee, pursuant to the provisions herein set forth, may grant
     Options and any SARs that relate to such Options and award Restricted Stock
     until the maximum number of Shares shall be exhausted or the Plan shall be
     sooner terminated; provided, however, that no Incentive Option and any SARs
     that relate to such Option shall be granted after December 9, 2006.

          (c)  Shares subject to an Option that expires or terminates prior to
     exercise and Shares that had been previously awarded as Restricted Stock
     that have since been forfeited shall be available for further grant of
     Options or award as Restricted Stock. No Option shall be granted and no
     Restricted Stock shall be awarded if the number of Shares for which Options
     have been granted and which pursuant to this Section are not again
     available for Option grant, plus the number of Shares that have been
     awarded as Restricted Stock, would, if such Option were granted or such
     Restricted Stock were awarded, exceed 6,500,000.

                                       -3-
<Page>

          (d)  Any Shares withheld pursuant to Section 19(c) of the Plan shall
     not be available after such withholding for being optioned or awarded
     pursuant to the provisions hereof.

          (e)  Unless the Shares awarded as Restricted Stock are Shares that
     have been reacquired by the Company as treasury shares, Restricted Stock
     shall be awarded only for services actually rendered, as determined by the
     Committee.

     SECTION 5. ELIGIBILITY

     The persons who shall be eligible to receive grants of Options and any SARs
that relate to such Options, and to receive awards of Restricted Stock, shall be
regular salaried officers or other employees of the Company or one or more of
its Affiliates.

     SECTION 6. GRANT OF OPTIONS

          (a)  From time to time while the Plan is in effect, the Committee may,
     in its sole and absolute discretion, select from among the persons eligible
     to receive a grant of Options under the Plan (including persons who have
     already received such grants of Options) such one or more of them as in the
     opinion of the Committee should be granted Options. The Committee shall
     thereupon, likewise in its sole and absolute discretion, determine the
     number of Shares to be allotted for option to each person so selected.

          (b)  Each person so selected shall be offered an Option to purchase
     the number of Shares so allotted to him, upon such terms and conditions,
     consistent with the provisions of the Plan, as the Committee may specify.
     Each such person shall have a reasonable period of time, to be fixed by the
     Committee, within which to accept or reject the proffered Option. Failure
     to accept within the period so fixed may be treated as a rejection.

          (c)  Each person who accepts an Option offered to him shall enter into
     an Agreement with the Company, in such form as the Committee may prescribe,
     setting forth the terms and conditions of the Option, whereupon such person
     shall become a participant in the Plan. In the event a person is granted
     both one or more Incentive Options and one or more Nonqualified Options,
     such grants shall be evidenced by separate Agreements, one for each
     Incentive Option grant and one for each Nonqualified Option grant. The date
     on which the Committee completes all action constituting an offer of an
     Option to a person, including the specification of the number of Shares to
     be subject to the Option, shall constitute the date on which the Option
     covered by such Agreement is granted. In no event, however, shall an
     Optionee gain any rights in addition to those specified by the Committee in
     its grant, regardless of the time that may pass between the grant of the
     Option and the actual signing of the Agreement by the Company and the
     Optionee.

          (d)  Each Agreement that includes SARs in addition to an Option shall
     comply with the provisions of Section 7 of the Plan.

     SECTION 7. GRANT OF SARs

     The Committee may from time to time grant SARs in conjunction with all or
any portion of any Option either (i) at the time of the initial Option grant
(not including any subsequent modification that may be treated as a new grant of
an Incentive Option for purposes of Section 424(h) of the Code) or (ii) with
respect to Nonqualified Options, at any time after the initial Option grant
while the Nonqualified Option is still outstanding. SARs shall not be granted
other than in conjunction with an Option granted hereunder.

     SARs granted hereunder shall comply with the following conditions and also
with the terms of the Agreement governing the Option in conjunction with which
they are granted:

                                       -4-
<Page>

          (a)  The SAR shall expire no later than the expiration of the
     underlying Option.

          (b)  Upon the exercise of an SAR, the Optionee shall be entitled to
     receive payment equal to the excess of the aggregate Fair Market Value of
     the Shares with respect to which the SAR is then being exercised
     (determined as of the date of such exercise) over the aggregate purchase
     price of such Shares as provided in the related Option. Payment may be made
     in Shares, valued at their Fair Market Value on the date of exercise, or in
     cash, or partly in Shares and partly in cash, as determined by the
     Committee in its sole and absolute discretion.

          (c)  SARs shall be exercisable (i) only at such time or times and only
     to the extent that the Option to which they relate shall be exercisable,
     (ii) only when the Fair Market Value of the Shares subject to the related
     Option exceeds the purchase price of the Shares as provided in the related
     Option, and (iii) only upon surrender of the related Option or any portion
     thereof with respect to the Shares for which the SARs are then being
     exercised.

          (d)  Upon exercise of an SAR, a corresponding number of Shares subject
     to option under the related Option shall be canceled. Such canceled Shares
     shall be charged against the Shares reserved for the Plan, as provided in
     Section 4 of the Plan, as if the Option had been exercised to such extent
     and shall not be available for future Option grants or Restricted Stock
     awards hereunder.

     SECTION 8. OPTION PRICE

     The option price for each Share covered by an Incentive Option shall not be
less than the greater of (a) the par value of such Share or (b) the Fair Market
Value of such Share at the time such Option is granted. The option price for
each Share covered by a Nonqualified Option shall not be less than the greater
of (a) the par value of such Share or (b) 100 percent of the Fair Market Value
of such Share at the time the Option is granted, except that the minimum option
price may be equal to or greater than 85 percent of the Fair Market Value of
such Share at the time the Option is granted if and to the extent the discount
from Fair Market Value is expressly granted in lieu of a reasonable amount of
salary or cash bonus. Notwithstanding the two immediately preceding sentences,
if the Company or an Affiliate agrees to substitute a new Option under the Plan
for an old Option, or to assume an old Option, by reason of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization, or
liquidation (any of such events being referred to herein as a "Corporate
Transaction"), the option price of the Shares covered by each such new Option or
assumed Option may be other than the Fair Market Value of the Shares at the time
the Option is granted as determined by reference to a formula, established at
the time of the Corporate Transaction, which will give effect to such
substitution or assumption; provided, however, in no event shall:

          (a)  the excess of the aggregate Fair Market Value of the Shares
     subject to the Option immediately after the substitution or assumption over
     the aggregate option price of such Shares be more than the excess of the
     aggregate Fair Market Value of all Shares subject to the Option immediately
     prior to the substitution or assumption over the aggregate option price of
     such Shares;

          (b)  in the case of an Incentive Option, the new Option or the
     assumption of the old Option give the Optionee additional benefits that he
     would not have under the old Option; or

          (c)  the ratio of the option price to the Fair Market Value of the
     stock subject to the Option immediately after the substitution or
     assumption be more favorable to the Optionee than the ratio of the option
     price to the Fair Market Value of the stock subject to the old Option
     immediately prior to such substitution or assumption, on a Share by Share
     basis.

Notwithstanding the above, the provisions of this Section 8 with respect to the
option price in the event of a Corporate Transaction shall, in the case of an
Incentive Option, be subject to the requirements of Section 424(a) of the Code
and the Treasury regulations and revenue rulings promulgated thereunder. In the
case of an Incentive Option, in the event of a conflict between the terms of
this Section 8 and the above cited statute, regulations and rulings, or in the
event of an

                                       -5-
<Page>

omission in this Section 8 of a provision required by said laws, the latter
shall control in all respects and are hereby incorporated herein by reference as
if set out at length.

     SECTION 9. OPTION PERIOD AND TERMS OF EXERCISE

          (a)  Each Option shall be exercisable during such period of time as
     the Committee may specify, but in no event for longer than 10 years from
     the date when the Option is granted; provided, however, that

               (i)  All rights to exercise an Option and any SARs that relate to
          such Option shall, subject to the provisions of subsection (c) of this
          Section 9, terminate one year after the date the Optionee ceases to be
          employed by at least one of the employers in the group of employers
          consisting of the Company and its Affiliates, for any reason other
          than death, becoming disabled (within the meaning of Section 22(e)(3)
          of the Code) or Retirement, except that, in the event of the
          termination of employment of the Optionee on account of (a) fraud or
          intentional misrepresentation, or (b) embezzlement, misappropriation
          or conversion of assets or opportunities of the Company or its
          Affiliates, the Option and any SARs that relate to such Option shall
          thereafter be null and void for all purposes. Employment shall not be
          deemed to have ceased by reason of the transfer of employment, without
          interruption of service, between or among the Company and any of its
          Affiliates.

               (ii) If the Optionee ceases to be employed by at least one of the
          employers in the group of employers consisting of the Company and its
          Affiliates, by reason of his death, becoming disabled (within the
          meaning of Section 22(e)(3) of the Code) or Retirement, all rights to
          exercise such Option and any SARs that relate to such Option shall,
          subject to the provisions of subsection (c) of this Section 9,
          terminate five years thereafter.

          (b)  If an Option is granted with a term shorter than 10 years, the
     Committee may extend the term of the Option and any SARs that relate to
     such Option, but for not more than 10 years from the date when the Option
     was originally granted.

          (c)  In no event may an Option or any SARs that relate to such Option
     be exercised after the expiration of the term thereof.

     SECTION 10. TRANSFERABILITY OF OPTIONS AND SARs

     Except as provided in this Section 10, no Option or any SARs that relate to
an Option shall be (i) transferable otherwise than by will or the laws of
descent and distribution, or (ii) exercisable during the lifetime of the
Optionee by anyone other than the Optionee. A Nonqualified Option granted to an
Optionee, and any SARs that relate to such Nonqualified Option, may be
transferred by such Optionee to a permitted transferee (as defined below),
provided that (i) there is no consideration for such transfer (other than
receipt by the Optionee of interests in an entity that is a permitted
transferee); (ii) the Optionee (or such Optionee's estate or representative)
shall remain obligated to satisfy all income or other tax withholding
obligations associated with the exercise of such Nonqualified Option or SARs;
(iii) the Optionee 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 Optionee; and
(iv) such transfer shall be effected pursuant to transfer documents in a form
approved by the Committee. A permitted transferee may not further assign or
transfer any such transferred Nonqualified Option or any SARs that relate to
such Nonqualified Option otherwise than by will or the laws of descent and
distribution. Following the transfer of a Nonqualified Option and any SARs that
relate to such Nonqualified Option to a permitted transferee, such Nonqualified
Option and SARs shall continue to be subject to the same terms and conditions
that applied to them prior to their transfer by the Optionee, except that they
shall be exercisable by the permitted transferee to whom such transfer was made
rather than by the transferring Optionee. For the purposes of the Plan, the term
"permitted transferee" means, with respect to an Optionee, (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 Optionee, including
adoptive relationships, (ii) any person sharing the Optionee's household (other
than a tenant or an employee), (iii) a trust

                                       -6-
<Page>

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
Optionee and/or persons described in clauses (i) and (ii) above control the
management of assets, and (v) any other entity in which the Optionee and/or
persons described in clauses (i) and (ii) above own more than fifty percent of
the voting interests.

     SECTION 11. EXERCISE OF OPTIONS AND SARs

          (a)  In the event of an Optionee's death, any then exercisable portion
     of an Option that has been granted to such Optionee, and any SARs that
     relate to such Option, may be exercised, within the period ending with the
     earlier of the fifth anniversary of the date of the Optionee's death or the
     date of the termination of such Option, by the duly authorized
     representative of the deceased Optionee's estate or the permitted
     transferee to whom such Option and SARs have been transferred.

          (b)  At any time, and from time to time, during the period when any
     Option and any SARs that relate to such Option, or a portion thereof, are
     exercisable, such Option or SARs, or portion thereof, may be exercised in
     whole or in part; provided, however, that the Committee may require any
     Option or SAR that is partially exercised to be so exercised with respect
     to at least a stated minimum number of Shares.

          (c)  Each exercise of an Option, or a portion thereof, shall be
     evidenced by a notice in writing to the Company accompanied by payment in
     full of the option price of the Shares then being purchased. Payment in
     full shall mean payment of the full amount due: (i) in cash, (ii) by
     certified check or cashier's check, (iii) with Shares owned by the
     exercising Optionee or permitted transferee (including Shares received upon
     exercise of the Option) having a Fair Market Value at least equal to the
     aggregate option price payable in connection with such exercise, or (iv) by
     any combination of clauses (i) through (iii). If the exercising Optionee or
     permitted transferee chooses to remit Shares in payment of all or any
     portion of the option price, then (for purposes of payment of the option
     price) those Shares shall be deemed to have a cash value equal to their
     aggregate Fair Market Value determined as of the date the exercising
     Optionee or permitted transferee exercises such Option.

          Notwithstanding anything contained herein to the contrary, at the
     request of an exercising Optionee or permitted transferee and to the extent
     permitted by applicable law, the Committee shall approve arrangements with
     a brokerage firm or firms under which any such brokerage firm shall, on
     behalf of the exercising Optionee or permitted transferee, make payment in
     full to the Company of the option price of the Shares then being purchased,
     and the Company, pursuant to an irrevocable notice in writing from the
     exercising Optionee or permitted transferee, shall make prompt delivery of
     one or more certificates for the appropriate number of Shares to such
     brokerage firm. Payment in full for purposes of the immediately preceding
     sentence shall mean payment of the full amount due, either in cash or by
     certified check or cashier's check.

          (d)  Each exercise of SARs, or a portion thereof, shall be evidenced
     by a notice in writing to the Company.

          (e)  No Shares shall be issued upon exercise of an Option until full
     payment therefor has been made, and an exercising Optionee or permitted
     transferee shall have none of the rights of a shareholder until Shares are
     issued to him.

          (f)  Nothing herein or in any Agreement shall require the Company to
     issue any Shares upon exercise of an Option or SAR if such issuance would,
     in the opinion of counsel for the Company, constitute a violation of the
     Securities Act or any similar or superseding statute or statutes, or any
     other applicable statute or regulation, as then in effect. Upon the
     exercise of an Option or SAR (as a result of which the exercising Optionee
     or permitted transferee receives Shares), or portion thereof, the
     exercising Optionee or permitted transferee shall give to the Company
     satisfactory evidence that he is acquiring such Shares for the purposes of
     investment only and not with a view to their distribution; provided,
     however, if or to the extent that the Shares delivered to the exercising
     Optionee or permitted transferee shall be included in a registration
     statement filed by the Company under the Securities Act, such investment
     representation shall be abrogated.

                                       -7-
<Page>

     SECTION 12. DELIVERY OF STOCK CERTIFICATES

     As promptly as may be practicable after an Option or SAR (as a result of
the exercise of which the exercising Optionee or permitted transferee receives
Shares), or a portion thereof, has been exercised as hereinabove provided, the
Company shall make delivery of one or more certificates for the appropriate
number of Shares. In the event that an Optionee exercises both (i) an Incentive
Option or SARs that relate to such Option (as a result of which the Optionee
receives Shares), or a portion thereof, and (ii) a Nonqualified Option or SARs
that relate to such Option (as a result of which the Optionee receives Shares),
or a portion thereof, separate stock certificates shall be issued, one for the
Shares subject to the Incentive Option and one for the Shares subject to the
Nonqualified Option.

     SECTION 13. CHANGES IN COMPANY'S SHARES AND CERTAIN CORPORATE TRANSACTIONS

     If at any time while the Plan is in effect there shall be any increase or
decrease in the number of issued and outstanding Shares of the Company effected
without receipt of consideration therefor by the Company, through the
declaration of a stock dividend or through any recapitalization or merger or
otherwise in which the Company is the surviving corporation, resulting in a
stock split-up, combination or exchange of Shares of the Company, then and in
each such event:

          (a)  An appropriate adjustment shall be made in the maximum number of
     Shares then subject to being optioned or awarded as Restricted Stock under
     the Plan, to the end that the same proportion of the Company's issued and
     outstanding Shares shall continue to be subject to being so optioned and
     awarded;

          (b)  Appropriate adjustment shall be made in the number of Shares and
     the option price per Share thereof then subject to purchase pursuant to
     each Option previously granted and then outstanding, to the end that the
     same proportion of the Company's issued and outstanding Shares in each such
     instance shall remain subject to purchase at the same aggregate option
     price; and

          (c)  In the case of Incentive Options, any such adjustments shall in
     all respects satisfy the requirements of Section 424(a) of the Code and the
     Treasury regulations and revenue rulings promulgated thereunder.

     Except as is otherwise expressly provided herein, the issue by the Company
of shares of its capital stock of any class, or securities convertible into
shares of capital stock of any class, either in connection with a direct sale or
upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or option price of Shares then subject to
outstanding Options granted under the Plan. Furthermore, the presence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities or preferred
stock that would rank above the Shares subject to outstanding Options granted
under the Plan; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

                                       -8-
<Page>

     SECTION 14. EFFECTIVE DATE

     The Plan was originally adopted by the Board on January 28, 1992, and
approved by the stockholders of the Company on April 28, 1992. The Plan was
amended and restated on December 10, 1996, and was approved by the stockholders
of the Company on April 22, 1997. The Plan was amended and restated on February
1, 2000, and was approved by the stockholders of the Company on April 25, 2000.
The Plan as amended and restated through January 29, 2002, was approved and
adopted by the Board on January 29, 2002, to be effective as of that date.

     SECTION 15. AMENDMENT, SUSPENSION OR TERMINATION

     The Board may at any time amend, suspend or terminate the Plan; provided,
however, that after the shareholders have approved and ratified the Plan in
accordance with Section 14 of the Plan, the Board may not, without approval of
the shareholders of the Company, amend the Plan so as to (a) increase the
maximum number of Shares subject thereto, as specified in Sections 4(a) and 13
of the Plan, (b) reduce the option price for Shares covered by Options granted
hereunder below the price specified in Section 8 of the Plan or (c) permit the
"repricing" of Options and any SARs that relate to such new Options in
contravention of Section 18 of the Plan; and provided further, that the Board
may not modify, impair or cancel any outstanding Option or SAR that relates to
such Option, or the restrictions, terms or conditions applicable to Shares of
Restricted Stock, without the consent of the holder thereof.

     SECTION 16. REQUIREMENTS OF LAW

     Notwithstanding anything contained herein or in any Agreement to the
contrary, the Company shall not be required to sell or issue Shares under any
Option or SAR if the issuance thereof would constitute a violation by the
Optionee or the Company of any provision of any law or regulation of any
governmental authority or any national securities exchange; and as a condition
of any sale or issuance of Shares upon exercise of an Option or SAR, the Company
may require such agreements or undertakings, if any, as the Company may deem
necessary or advisable to assure compliance with any such law or regulation.

     SECTION 17. INCENTIVE OPTIONS

     The Committee may, in its sole and absolute discretion, designate any
Option granted under the Plan as an Incentive Option intended to qualify under
Section 422(b) of the Code. Any provision of the Plan to the contrary
notwithstanding, (a) no Incentive Option shall be granted to any person who, at
the time such Incentive Option is granted, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or any Affiliate unless the option price under such Incentive Option is
at least 110 percent of the Fair Market Value of the Shares subject to the
Incentive Option at the date of its grant and such Incentive Option is not
exercisable after the expiration of five years from the date of its grant; and
(b) the aggregate Fair Market Value of the Shares subject to an Incentive Option
and the aggregate Fair Market Value of the shares of stock of the Company or any
Affiliate (or a predecessor corporation of the Company or an Affiliate) subject
to any other incentive stock option (within the meaning of Section 422(b) of the
Code) of the Company and its Affiliates (or a predecessor corporation of any
such corporation), that may become first exercisable in any calendar year, shall
not (with respect to any Optionee) exceed $100,000, determined as of the date
the Incentive Option is granted.

     SECTION 18. MODIFICATION OF OPTIONS AND SARs

     Subject to the terms and conditions of and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Options and any SARs
that relate to such Options granted under the Plan. The Committee shall not have
authority to accept the surrender or cancellation of any Options and any SARs
that relate to such Options outstanding hereunder (to the extent not theretofore
exercised) and grant new Options and any SARs that relate to such new Options
hereunder in substitution therefor (to the extent not theretofore exercised) at
an Option Price that is less than the Option Price of the Options surrendered or
canceled. Notwithstanding the foregoing provisions of this Section

                                       -9-
<Page>

18, no modification of an outstanding Option and any SARs that relate to such
Option granted hereunder shall, without the consent of the Optionee, alter or
impair any rights or obligations under any Option and any SARs that relate to
such Option theretofore granted hereunder to such Optionee, except as may be
necessary, with respect to Incentive Options, to satisfy the requirements of
Section 422(b) of the Code.

     SECTION 19. AGREEMENT PROVISIONS

          (a)  Each Agreement shall contain such provisions (including, without
     limitation, restrictions or the removal of restrictions upon the exercise
     of the Option and any SARs that relate to such Option and the transfer of
     shares thereby acquired) as the Committee shall deem advisable. Each
     Agreement relating to an Option shall identify the Option evidenced thereby
     as an Incentive Option or Nonqualified Option, as the case may be.
     Incentive Options and Nonqualified Options may not both be covered by a
     single Agreement. Each such Agreement relating to Incentive Options shall
     contain such limitations and restrictions upon the exercise of the
     Incentive Option as shall be necessary for the Incentive Option to which
     such Agreement relates to constitute an incentive stock option, as defined
     in Section 422(b) of the Code.

          (b)  Each Agreement shall recite that it is subject to the Plan and
     that the Plan shall govern where there is any inconsistency between the
     Plan and the Agreement.

          (c)  Each Agreement shall contain a covenant by the Optionee, in such
     form as the Committee may require in its discretion, that he consents to
     and will take whatever affirmative actions are required, in the opinion of
     the Committee, to enable the Company or appropriate Affiliate to satisfy
     its Federal income tax and FICA and any applicable state and local
     withholding obligations incurred as a result of such Optionee's (or his
     permitted transferee's) exercise of an Option granted to such Optionee or
     any SARs that relate to such Option. Upon the exercise of an Option or SARs
     requiring tax withholding, an exercising Optionee or permitted transferee
     may (i) direct the Company to withhold from the Shares to be issued to the
     exercising Optionee or permitted transferee the number of Shares (based
     upon the aggregate Fair Market Value of the Shares at the date of exercise)
     necessary to satisfy the Company's obligation to withhold taxes, (ii)
     deliver to the Company sufficient Shares (based upon the aggregate Fair
     Market Value of the Shares at the date of exercise) to satisfy the
     Company's tax withholding obligations, (iii) deliver sufficient cash to the
     Company to satisfy the Company's tax withholding obligations, or (iv) any
     combination of clauses (i) through (iii). In the event the Committee
     subsequently determines that the aggregate Fair Market Value (as determined
     above) of any Shares withheld as payment of any tax withholding obligation
     is insufficient to discharge that tax withholding obligation, then the
     Optionee to whom the Option and SARs in question were granted shall pay (or
     cause the permitted transferee to whom such Option and SARs were
     transferred to pay) to the Company, immediately upon the Committee's
     request, the amount of that deficiency.

          (d)  Each Agreement relating to an Incentive Option shall contain a
     covenant by the Optionee immediately to notify the Company in writing of
     any disqualifying disposition (within the meaning of Section 421(b) of the
     Code) of Shares received upon the exercise of an Incentive Option.

     SECTION 20. RESTRICTED STOCK

          (a)  The Committee may from time to time, in its sole and absolute
     discretion, award Shares of Restricted Stock to such persons as it shall
     select from among those persons who are eligible under Section 5 of the
     Plan to receive awards of Restricted Stock. Any award of Restricted Stock
     shall be made from Shares subject hereto as provided in Section 4 of the
     Plan.

          (b)  A Share of Restricted Stock shall be subject to such
     restrictions, terms and conditions, including forfeitures, if any, as may
     be determined by the Committee, which may include, without limitation, the
     rendition of services to the Company or its Affiliates for a specified time
     or the achievement of specific goals, and to the further restriction that
     no such Share may be sold, assigned, transferred, discounted, exchanged,
     pledged or otherwise encumbered or disposed of until the terms and
     conditions set by the

                                      -10-
<Page>

     Committee at the time of the award of the Restricted Stock have been
     satisfied; provided, however, that the minimum restriction period shall be
     three years from the date of award (one year in the case of Shares of
     Restricted Stock awarded with performance-based conditions). Each recipient
     of an award of Restricted Stock shall enter into an Agreement with the
     Company, in such form as the Committee shall prescribe, setting forth the
     restrictions, terms and conditions of such award, whereupon such recipient
     shall become a participant in the Plan.

          If a person is awarded Shares of Restricted Stock, whether or not
     escrowed as provided below, the person shall be the record owner of such
     Shares and shall have all the rights of a shareholder with respect to such
     Shares (unless the escrow agreement, if any, specifically provides
     otherwise), including the right to vote and the right to receive dividends
     or other distributions made or paid with respect to such Shares. Any
     certificate or certificates representing Shares of Restricted Stock shall
     bear a legend similar to the following:

               The shares represented by this certificate have been
          issued pursuant to the terms of the Noble Affiliates, Inc.
          1992 Stock Option and Restricted Stock Plan and may not be
          sold, assigned, transferred, discounted, exchanged, pledged
          or otherwise encumbered or disposed of in any manner except
          as set forth in the terms of the agreement embodying the
          award of such shares dated ____________________, ______.

          In order to enforce the restrictions, terms and conditions that may be
     applicable to a person's Shares of Restricted Stock, the Committee may
     require the person, upon the receipt of a certificate or certificates
     representing such Shares, or at any time thereafter, to deposit such
     certificate or certificates, together with stock powers and other
     instruments of transfer, appropriately endorsed in blank, with the Company
     or an escrow agent designated by the Company under an escrow agreement in
     such form as by the Committee shall prescribe.

          After the satisfaction of the restrictions, terms and conditions set
     by the Committee at the time of an award of Restricted Stock to a person, a
     new certificate, without the legend set forth above, for the number of
     Shares that are no longer subject to such restrictions, terms and
     conditions shall be delivered to the person.

          If a person to whom Restricted Stock has been awarded dies after
     satisfaction of the restrictions, terms and conditions for the payment of
     all or a portion of the award but prior to the actual payment of all or
     such portion thereof, such payment shall be made to the person's
     beneficiary or beneficiaries at the time and in the same manner that such
     payment would have been made to the person.

          The Committee shall have the authority (and the Agreement evidencing
     an award of Restricted Stock may so provide) to cancel all or any portion
     of any outstanding restrictions prior to the expiration of such
     restrictions with respect to any or all of the Shares of Restricted Stock
     awarded to a person hereunder on such terms and conditions as the Committee
     may deem appropriate.

          (c)  Without limiting the provisions of the first paragraph of
     subsection (b) of this Section 20, if a person to whom Restricted Stock has
     been awarded ceases to be employed by at least one of the employers in the
     group of employers consisting of the Company and its Affiliates, for any
     reason, prior to the satisfaction of any terms and conditions of an award,
     any Restricted Stock remaining subject to restrictions shall thereupon be
     forfeited by the person and transferred to, and reacquired by, the Company
     or an Affiliate at no cost to the Company or the Affiliate; provided,
     however, if the cessation is due to the person's death, disability or
     Retirement, the Committee may, in its sole and absolute discretion, deem
     that the terms and conditions have been met for all or part of such
     remaining portion. In the event of such forfeiture, the person, or in the
     event of his death, his personal representative, shall forthwith deliver to
     the Secretary of the Company the certificates for the Shares of Restricted
     Stock remaining subject to such restrictions, accompanied by such
     instruments of transfer, if any, as may reasonably be required by the
     Secretary of the Company.

          (d)  In case of any consolidation or merger of another corporation
     into the Company in which the Company is the surviving corporation and in
     which there is a reclassification or change (including a change to the
     right to receive cash or other property) of the Shares (other than a change
     in par value, or from par value to

                                      -11-
<Page>

     no par value, or as a result of a subdivision or combination, but including
     any change in such shares into two or more classes or series of shares),
     the Committee may provide that payment of Restricted Stock shall take the
     form of the kind and amount of shares of stock and other securities
     (including those of any new direct or indirect parent of the Company),
     property, cash or any combination thereof receivable upon such
     consolidation or merger.

     SECTION 21. GENERAL

          (a)  The proceeds received by the Company from the sale of Shares
     pursuant to Options shall be used for general corporate purposes.

          (b)  Nothing contained in the Plan or in any Agreement shall confer
     upon any Optionee or recipient of Restricted Stock the right to continue in
     the employ of the Company or any Affiliate, or interfere in any way with
     the rights of the Company or any Affiliate to terminate his employment at
     any time, with or without cause.

          (c)  Neither the members of the Board nor any member of the Committee
     shall be liable for any act, omission or determination taken or made in
     good faith with respect to the Plan or any Option and any SARs that relate
     to such Option granted hereunder or any Restricted Stock awarded hereunder;
     and the members of the Board and the Committee shall be entitled to
     indemnification and reimbursement by the Company in respect of any claim,
     loss, damage or expenses (including counsel fees) arising therefrom to the
     full extent permitted by law and under any directors' and officers'
     liability or similar insurance coverage that may be in effect from time to
     time.

          (d)  Any payment of cash or any issuance or transfer of Shares to an
     exercising Optionee or permitted transferee, or to his legal
     representative, heir, legatee or distributee, in accordance with the
     provisions hereof, shall, to the extent thereof, be in full satisfaction of
     all claims of such persons hereunder. The Committee may require an
     exercising Optionee or permitted transferee, legal representative, heir,
     legatee or distributee, as a condition precedent to such payment, to
     execute a release and receipt therefor in such form as it shall determine.

          (e)  Neither the Committee, the Board nor the Company guarantees the
     Shares from loss or depreciation.

          (f)  All expenses incident to the administration, termination or
     protection of the Plan, including, but not limited to, legal and accounting
     fees, shall be paid by the Company or its Affiliates.

          (g)  Records of the Company and its Affiliates regarding a person's
     period of employment, termination of employment and the reason therefor,
     leaves of absence, re-employment and other matters shall be conclusive for
     all purposes hereunder, unless determined by the Committee to be incorrect.

          (h)  Any action required of the Company shall be by resolution of its
     Board or by a person authorized to act by resolution of the Board. Any
     action required of the Committee shall be by resolution of the Committee or
     by a person authorized to act by resolution of the Committee.

          (i)  If any provision of the Plan or any Agreement is held to be
     illegal or invalid for any reason, the illegality or invalidity shall not
     affect the remaining provisions of the Plan or such Agreement, as the case
     may be, but such provision shall be fully severable and the Plan or such
     Agreement, as the case may be, shall be construed and enforced as if the
     illegal or invalid provision had never been included herein or therein.

          (j)  Whenever any notice is required or permitted hereunder, such
     notice must be in writing and personally delivered or sent by mail. Any
     notice required or permitted to be delivered hereunder shall be deemed to
     be delivered on the date on which it is personally delivered, or, whether
     actually received or not, on the third business day after it is deposited
     in the United States mail, certified or registered, postage prepaid,

                                      -12-
<Page>

     addressed to the person who is to receive it at the address which such
     person has theretofore specified by written notice delivered in accordance
     herewith. The Company, an Optionee or a recipient of Restricted Stock may
     change, at any time and from time to time, by written notice to the other,
     the address that it or he had theretofore specified for receiving notices.
     Until changed in accordance herewith, the Company and each Optionee and
     recipient of Restricted Stock shall specify as its and his address for
     receiving notices the address set forth in the Agreement pertaining to the
     Shares to which such notice relates.

          (k)  Any person entitled to notice hereunder may waive such notice.

          (l)  The Plan shall be binding upon the Optionee or recipient of
     Restricted Stock, his heirs, legatees, distributees, legal representatives
     and permitted transferees, upon the Company, its successors and assigns,
     and upon the Committee, and its successors.

          (m)  The titles and headings of Sections and paragraphs are included
     for convenience of reference only and are not to be considered in the
     construction of the provisions hereof.

          (n)  All questions arising with respect to the provisions of the Plan
     shall be determined by application of the laws of the State of Texas except
     to the extent Texas law is preempted by Federal law.

          (o)  Words used in the masculine shall apply to the feminine where
     applicable, and wherever the context of the Plan dictates, the plural shall
     be read as the singular and the singular as the plural.

                                      -13-

</TEXT>
</DOCUMENT>
