2003 Audit Charter: NBL



The Audit Committee ("the Committee") of the Board of Directors ("the
Board") of Noble Energy, Inc. ("the Company") will have the oversight
responsibility, authority and specific duties as described below.


The Committee will be comprised of three or more directors as determined by
the Board. The members of the Committee will meet the independence and
experience requirements required by law and regulation. The members of the
Committee will be elected annually at the organizational meeting of the full
Board held in conjunction with the annual shareholders meeting, and will be
listed in the annual report to shareholders.


The primary purpose of the Committee is to assist the Board in fulfilling
its responsibility to oversee management's conduct of the Company's financial
reporting process and internal control systems, including overseeing the
internal audit process and the annual independent audit of the Company's
financial statements.

In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and to retain outside counsel,
auditors or other experts for this purpose. The Board and the Committee are in
place to represent the Company's shareholders; accordingly, the outside auditor
is ultimately accountable to the Board and the Committee.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete,
accurate and/or in accordance with generally accepted accounting principles;
this is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's business conduct


The Committee is granted the authority to investigate any matter or
activity involving financial accounting and financial reporting, as well as the
internal controls of the Company. In this regard, the Committee will have the
authority to approve the retention of external professionals to render advice
and counsel in such matters. All employees will be directed to cooperate with
respect thereto as requested by members of the Committee.


The Committee will meet at least four times annually and as many additional
times as the Committee deems necessary. The Committee will meet in separate
executive sessions at least annually with the chief financial officer, the
director of the internal auditing department, and the independent accountants to
discuss any matters that the Committee or each of these groups believe should be
discussed. The Committee chair shall approve contents of the agenda for each


Committee members will strive to be present at all meetings. As necessary
or desirable, any member of the Committee may request that members of management
and representatives of the independent accountants and/or internal auditors be
present at Committee meetings.



In carrying out its oversight responsibilities, the Committee will:

1. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval; this should be
done in compliance with applicable legal and regulatory audit committee

2. Review with the Company's management, the director of the internal
auditing department, and independent accountants the Company's general
accounting and financial reporting controls, and obtain annually in writing
from the independent accountants their letter as to the adequacy of such

3. Review the internal auditing plans and receive summary reports of
major findings by internal auditors and how management is addressing the
conditions reported.

4. Review the scope and general extent of the independent accountants'
annual audit. The Committee will review annually with management the fee
arrangement with the independent accountants.

5. Inquire as to, and oversee, the independence of the independent
accountants and obtain from the independent accountants, at least annually,
a formal written statement delineating all relationships between the
independent accountants and the Company as contemplated by Independence
Standards Board Standard No. 1, Independence Discussions with Audit

6. At the completion of the annual audit, review with management and
the independent accountants the following:

- The annual financial statements and related footnotes and financial
information to be included in the Company's annual report to
shareholders and on Form 10-K.

- Results of the audit of the financial statements and the related
report thereon and, if applicable, a report on changes during the
year in accounting principles and their application.

- Significant changes to the audit plan, if any, and any serious
disputes or difficulties with management encountered during the

- Other communications as required to be communicated by the
independent accountants by Statement of Auditing Standards (SAS) 61
as amended by SAS 90 relating to the conduct of the audit. Further
receive a written communication provided by the independent
accountants concerning their judgment about the quality of the
Company's accounting principles, as outlined in SAS 61 as amended
by SAS 90, and that they concur with management's representation
concerning audit adjustments.

7. After preparation by management and review by the independent
accountants, approve the report required under SEC rules to be included in
the Company's annual proxy statement. The charter is to be published as an
appendix to the proxy statement every three years.

8. Recommend to the Board the selection, retention or termination of
the Company's independent accountants.

9. As the Committee may deem appropriate, obtain, weigh, and consider
expert advice as to the Committee, related rules of any governing body, and
other accounting, legal and regulatory provisions.