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EXHIBIT 4.2
AMENDMENTS TO THE
NOBLE AFFILIATES, INC.
1992 STOCK OPTION AND RESTRICTED STOCK PLAN
Pursuant to the provisions of Section 15 thereof, the Noble
Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and
restated effective as of December 10, 1996, is hereby amended as follows:
1. The second sentence of Section 8 is hereby amended by
restating it in its entirety to read as follows:
"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."
2. Section 15 is hereby amended by (i) deleting the word "or"
before the words "(b) reduce the option price" and (ii) adding the clause "or
(c) permit the "repricing" of Options and any SARs that relate to such new
Options in contravention of Section 18 of the Plan" after the words "in Section
8 of the Plan" and before the semicolon.
3. Section 18 is hereby amended by restating it in its entirety
to read as follows:
"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 cancelled.
Notwithstanding the foregoing provisions of this Section 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."
4. The first sentence of Section 20(b) of the Plan is hereby
amended by adding the following to the end thereof:
"; 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)."
IN WITNESS WHEREOF, these Amendments have been executed this 22nd day
of April, 1997.
NOBLE AFFILIATES, INC.
By:
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Name: Robert Kelley
Title: Chairman, President and Chief
Executive Officer