AMENDMENT NO. 8 TO THE
NOBLE AFFILIATES
THRIFT PLAN AND PROFIT SHARING PLAN
Pursuant to the provisions of Section 8.1 thereof, the Noble Affiliates
Thrift and Profit Sharing Plan, as amended and restated effective as of
January 1, 1988 (the "Plan"), is hereby amended in the following respects only:
FIRST: Section 4.2 of the Plan is hereby amended by restatement in its
entirety to read as follows:
Section 4.2 TRUST INVESTMENT OPTIONS. For investment purposes the
Trust shall be divided into separate and distinct Investment Funds A, B, M,
N and I as follows:
(a) Investment Fund A shall be a common fund invested in United
States government securities (meaning obligations which are either
direct obligations of the United States of America or are fully
guaranteed as to principal at maturity and interest by the United
States of America and securities of agencies of the United States of
America, including, without limitation, Federal Intermediate Credit
Banks, Federal Home Loan Banks, Federal Land Banks and the Federal
National Mortgage Association), corporate bonds at least 80% of which
shall have a rating within the three highest ratings of at least two
recognized securities ratings services, corporate preferred stocks
having a rating within the four highest ratings of at least two
recognized securities ratings services, commercial paper, certificates
of deposit or savings accounts. Interest received and gains realized
on securities held in Investment Fund A shall be similarly invested in
such securities.
(b) Investment Fund B shall be a common fund invested in readily
marketable common stocks or other readily marketable securities
including stocks, commercial paper, certificates of deposit or savings
accounts. Dividends received and gains realized on the securities
held in Investment Fund B shall be similarly invested in said stocks
or securities.
(c) Investment Fund M shall be a common fund invested in a
broadly diversified portfolio of high-yielding securities, including
common stocks, preferred stocks and bonds. Dividends received and
gains realized on the securities held in Investment Fund M shall be
similarly invested in such securities.
(d) Investment Fund N shall be a common fund invested in
Company Stock. Dividends and other amounts received with respect to
Company Stock held in Investment Fund N shall be invested in Company
Stock.
(e) Investment Fund I shall be a common fund invested in short-
term United States securities, certificates of deposits or high-grade
commercial paper, or funds investing solely in such items, selected by
the Trustee or investment manager. Interest received and gains
realized on securities held in Investment Fund I shall be similarly
invested in such securities.
Upon becoming a Participant in the Plan each Participant shall direct, on a
form prescribed by and filed with the Committee, that the contributions
made to the Plan for or on behalf of such Participant shall be invested, in
such multiples as the Committee shall prescribe, in one or more of the
Investment Funds. A Participant may change his or her investment direction
with respect to either future contributions or Account balances at the end
of any month, provided that (i) written notice of such change is delivered
to the Committee within such reasonable period of time prior to the
effective date thereof as the Committee may require, (ii) not more than six
changes with respect to future contributions may be made by a Participant
during any Plan Year; provided, however, that not more than four such
changes may be made during the first six months of the Plan Year and not
more than five such changes may be made during the first nine months of the
Plan Year, and (iii) not more than six changes with respect to Account
balances may be made by a Participant during any Plan Year; provided,
however, that not more than four such changes may be made during the first
six months of the Plan Year and not more than five such changes may be made
during the first nine months of the Plan Year.
SECOND: Article VI of the Plan is hereby amended by adding the following
Section to the end thereof:
Section 6.10 TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTION. If a
Participant is entitled to receive an eligible rollover distribution (as
defined in Section 402(c) of the Internal Revenue Code and the regulations
thereunder) from the Plan, such Participant may elect to have the Committee
direct the Trustee to transfer the entire amount of such distribution
directly to any of the following specified by such Participant: an
individual retirement account described in Section 408(a) of the Internal
Revenue Code, an individual retirement annuity described in Section 408(b)
of the Internal Revenue Code (other than an endowment contract), a defined
contribution plan qualified under Section 401(a) of the Internal Revenue
Code the terms of
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which permit rollover contributions or an annuity plan described in Section
403(a) of the Internal Revenue Code. If the surviving spouse of a deceased
Participant is entitled to receive an eligible rollover distribution from
the Plan, such surviving spouse may elect to have the Committee direct the
Trustee to transfer the entire amount of such distribution directly to
either an individual retirement account described in Section 408(a) of the
Internal Revenue Code or an individual retirement annuity described in
Section 408(b) of the Internal Revenue Code (other than an endowment
contract) specified by such surviving spouse. If an alternate payee under
a qualified domestic relations order (as defined in Section 414(p) of the
Internal Revenue Code) is the spouse or former spouse of the Participant
specified in the qualified domestic relations order, this Section shall
apply to such alternate payee as if the alternate payee were a Participant.
A distributee of an eligible rollover distribution of $500 or more who is
entitled to make an election under this Section may specify that some
portion less than the entire amount of such distribution be transferred in
accordance with this Section, but only if the portion specified is $500
or more. This Section shall not apply to eligible rollover distributions
to a distributes for a calendar year if ail such distributions from the
Plan to such distributes within such calendar year are reasonably expected
to total less than $200.
IN WITNESS WHEREOF, this Amendment has been executed this 27 day of
July, 1993, the FIRST provision hereof to be effective as of September 1,
1993, and the SECOND provision hereof to be effective as of January 1, 1993.
NOBLE AFFILIATES, INC.
By /s/
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Title: Chairman, President, &
Chief Executive Officer
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