AMENDMENT NO. 9 TO THE
NOBLE AFFILIATES
THRIFT 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 1.1(c) of the Plan is hereby amended by adding the
following sentence to the end thereof:
In determining the Basic Compensation of an Employee, the rules of Section
414(q)(6) of the Internal Revenue Code shall apply, except that in
applying such rules, the term "family" shall include only the spouse of
the Employee and any lineal descendants of the Employee who have not
attained age 19 prior to the end of the Plan Year.
SECOND: Section 3.6 of the Plan is hereby amended by adding the
following subsection to the end thereof:
(d) Any provision of this Plan to the contrary notwithstanding, in
addition to the above limitations of this Section, the sum of the actual
deferral percentage and the contribution percentage for the group of
Highly Compensated Employees as determined pursuant to and after
application of subsections (b) and (c) of this Section shall not exceed
the "aggregate limit." The "aggregate limit" shall be equal to the
greater of:
(1) the sum of: (i) 1.25 times the greater of the relevant
actual deferral percentage or the relevant contribution percentage,
and (ii) two percentage points plus the lesser of the relevant
actual deferral percentage or the relevant contribution percentage,
provided that the amount in this clause (ii) shall not exceed twice
the lesser of the relevant actual deferral percentage or the
relevant contribution percentage; or
(2) the sum of: (i) 1.25 times the lesser of the relevant
actual deferral percentage or the relevant contribution percentage,
and (ii) two percentage points plus the greater of the relevant
actual deferral percentage or the relevant contribution percentage,
provided that the amount in this clause (ii) shall not exceed twice
the greater of the relevant actual deferral percentage or the
relevant contribution percentage.
The "relevant actual deferral percentage" means the actual deferral
percentage determined pursuant to subsection (b) of this Section for
the group of Employees who are not Highly Compensated Employees.
The "relevant contribution percentage" means the contribution
percentage determined pursuant to subsection (c) of this Section for the
group of Employees who are not Highly Compensated Employees. In the event
that the aggregate limit is exceeded in any year, then the actual deferral
percentage and/or contribution percentage for Participants who are members
of the group of Highly Compensated Employees shall be reduced by reducing
first any Pre-Tax Contributions and then any Matching Contributions made
for such Plan Year for or on behalf of the Highly Compensated Employees
with the largest individual actual deferral percentages and/or
contribution percentages to the largest uniform actual deferral percentage
and/or contribution percentage (commencing with the Highly Compensated
Employee with the largest actual deferral percentage and/or contribution
percentage and reducing his or her actual deferral percentage and/or
contribution percentage to the extent necessary to satisfy the above
restrictions or to lower such actual deferral percentage and/or
contribution percentage to the actual deferral percentage and/or
contribution percentage of the Highly Compensated Employee with the next
highest actual deferral percentage and/or contribution percentage, and
repeating this process as necessary) that permits the sum of the actual
deferral percentage and contribution percentage for said group of Highly
Compensated Employees to satisfy the above restrictions. If any portion
of a Pre-Tax Contribution made on behalf of a Participant is distributed
to such Participant pursuant to this subsection, any portion of a Matching
Contribution (along with any income allocable thereto) made for such
Participant that matches the distributed Pre-Tax Contribution shall be
forfeited. Any additional Matching Contributions made for a Participant
which cannot be credited to the Employer Matching Account of such
Participant for a Plan Year because of the limitation contained in this
subsection (along with any income allocable thereto) shall be forfeited if
forfeitable, but if not forfeitable, distributed to such Participant
within 2 1/2 months after the end of such year. If for a Plan Year the
Compensation received by an Employee is treated pursuant to Section 1.1(p)
as Compensation received by a Highly Compensated Employee, then this
subsection shall be applied to such Employees for such Plan Year in
accordance with regulations under Section 401(k) and (m) of the Internal
Revenue Code.
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IN WITNESS WHEREOF, this Amendment has been executed this
19th day of May, 1994, to be effective as of January 1, 1989.
NOBLE AFFILIATES, INC.
By: /S/ ROBERT KELLEY
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Title: Chairman, President &
Chief Executive Officer
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