<PAGE>   1

                                  UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
                           
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant [X] 
Filed by a Party other than the Registrant [ ]
 
Check the appropriate box:
 

<TABLE>                               
<S>                                       <C>
[ ]  Preliminary Proxy Statement          [ ]  Confidential, for Use of the 
                                               Commission Only (as permitted by 
                                               Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-12
</TABLE>

 
                             NOBLE AFFILIATES, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
   [X]  No fee required.
   [ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   (1)  Title of each class of securities to which transaction applies:

        -----------------------------------------------------------------------

   (2)  Aggregate number of securities to which transaction applies:

        -----------------------------------------------------------------------

   (3)  Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

        -----------------------------------------------------------------------

   (4)  Proposed maximum aggregate value of transaction:

        -----------------------------------------------------------------------

   (5)  Total fee paid:

        -----------------------------------------------------------------------

   [ ]  Fee paid previously with preliminary materials.
   [ ]  Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously. Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

   (1)  Amount Previously Paid:

        -----------------------------------------------------------------------

   (2)  Form, Schedule or Registration Statement No.:

        -----------------------------------------------------------------------

   (3)  Filing Party:

        -----------------------------------------------------------------------

   (4)  Date Filed:

        -----------------------------------------------------------------------

<PAGE>   2
                             NOBLE AFFILIATES, INC.
                              350 Glenborough Drive
                                    Suite 100
                              Houston, Texas 77067


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON APRIL 24, 2001



To the Stockholders of 
NOBLE AFFILIATES, INC.:

      The annual meeting of stockholders of Noble Affiliates, Inc., a Delaware
corporation (the "Company"), will be held on Tuesday, April 24, 2001, at 9:30
a.m., Central time, at the Wyndham Greenspoint Hotel, located at 12400
Greenspoint Drive, Houston, Texas 77060, for the following purposes:

      1.    To elect the Board of Directors for the ensuing year;

      2.    To consider and vote upon a proposal to approve and ratify an
            amendment to the Noble Affiliates, Inc. 1988 Non-Qualified Stock
            Option Plan for Non-Employee Directors of Noble Affiliates, Inc.
            (the "1988 Plan"), in order to grant a consistent number of stock
            options to each non-employee director annually (10,000 stock options
            for the first year of service as a non-employee director and 5,000
            stock options for each year thereafter) and to change the annual
            grant date to February 1, commencing February 1, 2002; and

      3.    To transact such other business as may properly come before the
            meeting or any adjournment thereof.

      The Board of Directors has fixed the close of business on March 12, 2001
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting or any adjournment thereof. Only stockholders of
record at the close of business on the record date are entitled to notice of and
to vote at the meeting. A complete list of such stockholders will be available
for examination at the offices of the Company in Houston, Texas, during ordinary
business hours for a period of 10 days prior to the meeting.

      A record of the Company's activities during 2000 and financial statements
for the fiscal year ended December 31, 2000 are contained in the accompanying
2000 Annual Report. The Annual Report does not form any part of the material for
solicitation of proxies.

      All stockholders are cordially invited to attend the meeting. STOCKHOLDERS
ARE URGED, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING, TO COMPLETE, DATE AND
SIGN THE ACCOMPANYING PROXY AND TO RETURN IT PROMPTLY IN THE POSTAGE-PAID RETURN
ENVELOPE PROVIDED. If a stockholder who has returned a proxy attends the meeting
in person, such stockholder may revoke the proxy and vote in person on all
matters submitted at the meeting.


                                   By Order of the Board of Directors



                                          Albert D. Hoppe
                                          Senior Vice President, General Counsel
                                            and Secretary


Houston, Texas
M
arch 23, 2001



<PAGE>   3



                             NOBLE AFFILIATES, INC.
                              350 Glenborough Drive
                                    Suite 100
                              Houston, Texas 77067

                                 PROXY STATEMENT

                       FOR ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON APRIL 24, 2001




                                  INTRODUCTION

      The accompanying proxy, mailed together with this proxy statement, is
solicited by and on behalf of the Board of Directors of the Company for use at
the annual meeting of stockholders of the Company to be held on April 24, 2001,
and at any adjournment thereof. The approximate date on which this proxy
statement and the accompanying proxy were first sent to stockholders of the
Company is March 23, 2001.

      Shares represented by valid proxies will be voted at the meeting in
accordance with the directions given. If no direction is indicated, the shares
will be voted (i) for election of the nominees for director named in the proxy;
and (ii) for the proposal to approve and ratify an amendment of the 1988
Nonqualified Stock Option Plan for Non-Employee Directors of Noble Affiliates,
Inc. (the "1988 Plan") in order to grant a consistent number of stock options to
each non- employee director annually (10,000 stock options for the first year of
service as a non-employee director and 5,000 stock options for each year
thereafter) and to change the annual grant date to February 1, commencing
February 1, 2002. Any stockholder of the Company returning a proxy has the right
to revoke the proxy at any time before it is voted by communicating such
revocation in writing to Albert D. Hoppe, Secretary, Noble Affiliates, Inc., 350
Glenborough Drive, Suite 100, Houston, Texas 77067, or by executing and
delivering a proxy bearing a later date. No revocation by written notice or by
delivery of another proxy shall be effective until such notice of revocation or
other proxy, as the case may be, has been received by the Company at or prior to
the meeting.

      In order for an item of business proposed by a stockholder to be
considered properly brought before the annual meeting of stockholders, the
By-laws of the Company require that such stockholder give written notice to the
Secretary of the Company. The notice must specify certain information concerning
such stockholder and the item of business proposed to be brought before the
meeting. The notice must be received by the Company not later than 60 days prior
to the annual meeting if such meeting is to be held on a day within 30 days
preceding the anniversary of the previous year's annual meeting, or 90 days in
advance of such meeting if it is to be held on or after the anniversary of the
previous year's annual meeting. Accordingly, any such stockholder notice in
connection with the 2002 annual meeting of stockholders must be received by the
Company no later than February 22, 2002.

VOTING PROCEDURES AND TABULATION

      The Company will appoint one or more inspectors of election to act at the
meeting and to make a written report thereof. Prior to the meeting, the
inspectors will sign an oath to perform their duties in an impartial manner and
according to the best of their ability. The inspectors will ascertain the number
of shares outstanding and the voting power of each, determine the shares
represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, and perform certain other duties as required by law.

      The inspectors will tabulate the number of votes cast for or withheld from
each nominee for director. Votes that are withheld will be excluded entirely
from the vote and will have no effect. Under the rules of the New York Stock
Exchange, brokers who hold shares in street name have the authority to vote on
certain "routine" items when they have not received instructions from beneficial
owners. Brokers will have discretionary authority to vote on the election of
directors. Under applicable Delaware law and the Company's Certificate of
Incorporation and By-laws, a broker non- vote or other limited proxy will have
no effect on the outcome of the election of directors.


<PAGE>   4

                                VOTING SECURITIES

      Only holders of record of common stock of the Company, par value $3.33 1/3
per share (the "Common Stock"), at the close of business on March 12, 2001, the
record date for the meeting, are entitled to notice of and to vote at the
meeting. A majority of the shares of Common Stock entitled to vote, present in
person or represented by proxy, is necessary to constitute a quorum. On the
record date for the meeting, there were issued and outstanding 56,523,490 shares
of Common Stock. Each share of Common Stock is entitled to one vote.



                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      The following tabulation sets forth as of March 12, 2001 information with
respect to the only persons who were known to the Company to be beneficial
owners of more than five percent of the outstanding shares of Common Stock.


<TABLE>
<CAPTION>
N
AME AND ADDRESS                                                NUMBER OF SHARES                  PERCENT
OF BENEFICIAL OWNER                                             BENEFICIALLY OWNED (1)            OF CLASS
-------------------                                             ----------------------            --------
<S>                                                             <C>                               <C> 
PRIMECAP Management Company............................           5,044,400 (2)                       8.9%
225 South Lake Avenue, #400
Pasadena, CA 91101-3005

FMR Corp...............................................           3,694,040 (3)                       6.5%
82 Devonshire Street
Boston, Massachusetts 02109

The Samuel Roberts Noble Foundation, Inc...............           3,108,633 (4)                       5.5%
P. O. Box 2180
Ardmore, Oklahoma 73402
</TABLE>


----------------
(1)   Unless otherwise indicated, all shares listed are directly held with sole
      voting and investment power.
(2)   Beneficial ownership of such shares was reported in Amendment No. 3 to
      Schedule 13G dated December 31, 2000 filed with the SEC by PRIMECAP
      Management Company, which has sole voting power with respect to 844,400
      shares and sole dispositive power with respect to 5,044,400 shares.
(3)   Beneficial ownership of such shares was reported in Amendment No. 2 to
      Schedule 13G dated February 14, 2001 filed with the SEC by FMR Corp.,
      which has sole investment power with respect to all such shares and sole
      voting power with respect to 570 of the shares. FMR Corp. indicated in its
      Schedule 13G that it is a parent holding company that owns the shares
      indirectly through two of its wholly-owned subsidiaries. According to the
      Schedule 13G, one subsidiary beneficially owns 3,693,470 of the shares as
      a result of its acting as an investment adviser to several investment
      companies and one subsidiary beneficially owns 570 shares as a result of
      its acting as an investment manager of several institutional accounts.
      Such Schedule 13G also reported beneficial ownership of such shares by
      each of Edward C. Johnson 3d, the Chairman of FMR Corp., and Abigail P.
      Johnson, a director of FMR Corp.
(4)   Beneficial ownership of such shares was reported in Amendment No. 7 to
      Schedule 13G dated February 10, 1998 filed with the Securities and
      Exchange Commission (the "SEC") by The Samuel Roberts Noble Foundation,
      Inc. (the "Foundation"). The Foundation is an Oklahoma not-for-profit
      corporation organized in 1952 as successor to a charitable trust formed in
      1945. The Foundation is engaged in basic plant biology research and
      agricultural research, consultation and demonstration. From time to time
      as funds are available, the Foundation also makes grants to various
      charitable organizations. Michael A. Cawley, a director of the Company,
      serves as President, Chief Executive Officer and a trustee of the
      Foundation. In the event of a vacancy in a trusteeship of the Foundation,
      a majority of the remaining trustees has the power to elect a successor
      trustee to fill the vacancy.


                                        2

<PAGE>   5

                              ELECTION OF DIRECTORS

      Six directors, constituting the entire Board of Directors, are to be
elected at the meeting to serve until the next annual meeting of stockholders
and until their successors have been elected and qualified. Five of the current
nominees for director were elected directors of the Company by vote of the
stockholders at the 2000 annual meeting. Harold F. Kleinman, Thomas E. Hassen
and Robert Kelley are not nominees for reelection. Mr. Kleinman, who turned 70
in November, 2000, will retire from his position on the Board of Directors and
all committees on which he serves, in accordance with the Company's director
retirement policy, on the date of the annual meeting. Mr. Kleinman has been a
director of the Company since 1985. Mr. Hassen has decided not to stand for
re-election to the Board of Directors. Mr. Hassen has been a director of the
Company since 1998. Mr. Kelley, who elected to retire from his position as
President and Chief Executive Officer of the Company also wishes to retire from
his position on the Board of Directors, Chairman of the Board and all committees
on which he serves. Mr. Kelley has served as President and Chief Executive
Officer of the Company since August 1986, and as Chairman of the Board since
October 1992. In accordance with the Company's By-laws, the number of directors
constituting the entire Board has been decreased to six, effective immediately
after the annual meeting of stockholders.

      Generally, the Company's By-laws provide that a stockholder must deliver
written notice to the Secretary of the Company not later than 90 days prior to
the annual meeting naming such stockholder's nominee(s) for director and
specifying certain information concerning such stockholder and nominee(s).
Accordingly, a stockholder's nominee(s) for director to be presented at the 2002
annual meeting of stockholders must be received by the Company no later than
January 23, 2002.

      Directors are elected by plurality vote. All duly submitted and unrevoked
proxies in the form accompanying this proxy statement will be voted for the
nominees selected by the Board of Directors, except where authorization so to
vote is withheld. THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION
OF SUCH NOMINEES.


                              NOMINEES FOR DIRECTOR

ALAN A. BAKER -- Mr. Baker has served as an independent consultant in the oil
and gas industry since May 1995. For more than five years prior thereto, Mr.
Baker served in various capacities at Halliburton Energy Services Group,
including President from November 1989 to July 1991, Chairman and Chief
Executive Officer from July 1991 to February 1994 and Chairman of Energy
Services from February 1994 to May 1995. Mr. Baker, age 69, also served as a
director of CRESTAR Energy, Inc. in Calgary, Alberta from March 1996 to November
2000. He currently serves as director for Friede Goldman Hater International
Inc. Mr. Baker has served as a director of the Company since 1995.

MICHAEL A. CAWLEY -- Mr. Cawley has served as President and Chief Executive
Officer of the Foundation since February 1, 1992, after serving as Executive
Vice President of the Foundation since January 1, 1991. For more than five years
prior to 1991, Mr. Cawley was the President of Thompson & Cawley, a professional
corporation, attorneys at law. Mr. Cawley, age 53, has served as a trustee of
the Foundation since 1988 and is also a director of Panhandle Royalty Company
and Noble Drilling Corporation. He has served as a director of the Company since
1995.

EDWARD F. COX -- Mr. Cox has been a partner in the law firm of Patterson,
Belknap, Webb & Tyler, New York, New York since March 1998. Prior thereto, he
was a Partner in the law firm of Donovan Leisure Newton & Irvine, New York, New
York for more than five years. Mr. Cox, age 54, has served as a director of the
Company since 1984.

CHARLES D. DAVIDSON -- In October 2000, Mr. Davidson was elected President and
Chief Executive Officer of the Company. Prior to October 2000, he served as
President and Chief Executive Officer of Vastar Resources, Inc. ("Vastar") from
March 1997 to September 2000 and was a Vastar director from March 1994 to
September 2000. From September 1993 to March 1997, he served as Senior Vice
President of Vastar. From December 1992 to October 1993, he was Senior Vice
President of the Eastern District for ARCO Oil and Gas Company. From 1988 to
December 1992, he held various positions with ARCO Alaska, Inc. Mr. Davidson,
age 51, joined ARCO in 1972.


                                        3

<PAGE>   6

DALE P. JONES -- In October 1998, Mr. Jones retired from his position as Vice
Chairman of Halliburton Company, an energy services company, a position he had
held since 1995. Mr. Jones had served in various executive and management
capacities for Halliburton for more than 30 years, including President from May
1989 to October 1995. He also served as a consultant for Halliburton from
October 2, 1998 until October 1, 2000. Mr. Jones, age 64, has served as a
director of the Company since October 1998.

T. DON STACY-- Mr. Stacy served as President and Chairman of the Board of Amoco
Eurasia Petroleum Co., an oil and gas exploration and production company, from
February 1995 until August 1997, when Mr. Stacy became a director of Amoco
Caspian Sea, an oil and gas exploration and production company, a position he
held until his retirement in June 1998. Mr. Stacy served in various executive
and management positions for those companies, and for other affiliates of Amoco
Corporation, for more than 37 years. He also served as Chairman of the Board, a
non- executive position, of CRESTAR Energy, Inc., from 1991 until 1996. Mr.
Stacy, age 67, has served as a director of the Company since October 1998. Mr.
Stacy also serves as a director of Agrium Inc., a fertilizer company, Alberta
Energy Co. Ltd., a Canadian energy company, and Hydril Company, an oil field
services company.

                    PROPOSAL REGARDING AMENDMENT TO 1988 PLAN

GENERAL

      The 1988 Plan was adopted by the Board of Directors of the Company in 1988
and approved by the stockholders of the Company at the 1989 annual meeting of
stockholders. At a meeting of the Board of Directors of the Company in January
2001, the Board of Directors adopted a proposal to (i) grant each new
non-employee director 10,000 stock options as his or her option grant for his or
her first calendar year of service as a non-employee director; (ii) grant each
incumbent non-employee director a fixed annual grant of 5,000 stock options
(commencing with the July 2001 grants); and (iii) make the annual stock option
grants to incumbent non-employee directors each year on February 1, commencing
February 1, 2002 (collectively, all three foregoing amendments are referred to
as the "Plan Amendments").

      Capitalized terms not otherwise defined herein adopt the same meaning as
assigned to them in the text of the 1988 Plan, as amended and restated. The
following is a summary of certain provisions of the 1988 Plan, as amended and
restated through January 30, 1996. This discussion is qualified in its entirety
by reference to the 1988 Plan as amended and restated.

THE PLAN AMENDMENTS

      Modification of Grants to Non-Employee Directors in First Year of Service.
Prior to the Plan Amendments, Section 3.02(b) of the 1988 Plan granted all
non-employee directors a number of stock options each year on July 1. This
calculation was dependent on the number of non-employee directors employed by
the Company. In order to attract and retain new non-employee directors, the Plan
Amendments grant each new non-employee director 10,000 stock options as his or
her option grant for his or her first calendar year of service.

      Modification of Annual Grants to Incumbent Non-Employee Directors. Prior
to the Plan Amendments, Section 3.02(b) of the 1988 Plan granted all
non-employee directors a number of stock options each year on July 1. This
calculation was dependent on the number of non-employee directors employed by
the Company. In order to provide a consistent number of options to incumbent
non-employee directors, the Plan Amendments annually (following the initial year
of service) grant each such director 5,000 stock options.

      Change of Grant Date to Incumbent Non-Employee Directors. Prior to the
Plan Amendments, each stock option grant was made on July 1. In order to more
closely align the grant dates of non-employee director stock options with the
timing of employee stock option grants, the Plan Amendments provide that annual
stock option grants to incumbent non-employee directors are to be made each year
on February 1, commencing February 1, 2002.


                                        4

<PAGE>   7

DESCRIPTION OF THE 1988 PLAN

      The material features of the 1988 Plan, as amended and restated (without
giving effect to the Plan Amendments) are described below.

      General. The 1988 Plan authorizes the issuance of up to 550,000 shares of
Common Stock. Any shares of Common Stock allocable to the unexercised portion of
an option that expires or terminates will again be available for the purposes of
the 1988 Plan. The 1988 Plan contains provisions providing for the adjustment of
the number of shares available for option and subject to unexercised options in
the event of stock splits, dividends payable in Common Stock, combinations or
certain other events. The 1988 Plan originally provided for the grant of
nonqualified stock options and SARs but was amended during 1993 to eliminate the
granting of SARs.

      Administration. The 1988 Plan is administered by the Board of Directors.
The Board has no authority, discretion or power to select the participants who
will receive options pursuant to the 1988 Plan, to set the number of shares of
Common Stock to be covered by each option, to set the exercise price or the
period within which the options may be exercised or to alter any other terms or
conditions specified therein, except in the sense of administering the 1988 Plan
subject to the express provisions of the 1988 Plan and except as set forth below
under "Stock Options" and "Amendment of the Plan."

      Stock Options. The 1988 Plan provides that, on each July 1 during the term
of the 1988 Plan, options shall be granted automatically to the non-employee
directors serving the Company on such date. The grant of an option pursuant to
the 1988 Plan shall be referred to hereinafter as the "grant date" of such
option. The Board of Directors may revoke, on or prior to each July 1, the next
automatic grant of options otherwise provided for by the 1988 Plan if no options
have been granted to employees since the preceding July 1 under the Company's
1992 Stock Option Plan or any other employee stock option plan that the Company
might adopt hereafter.

      On each grant date, each non-employee director of the Company, who has not
made an irrevocable, one time election to decline to participate in the Plan,
will be granted an option to purchase the number of shares of Common Stock equal
to the nearest number of whole shares determined in accordance with the
following formula set forth in the 1988 Plan: 30,000 divided by the Number of
Non-Employee Directors (as defined). "Number of Non-Employee Directors" is
defined in the 1988 Plan as the number of non-employee directors serving the
Company in such capacity on such grant date. The formula set forth above will
not be affected by any decision of the Board of Directors to revoke an automatic
grant. For example, if the Board's nominees for election to the Board of
Directors are elected by the stockholders at the 2001 annual meeting (and
continue to serve as such), then all five (5) non-employee directors serving the
Company on July 1, 2001 would be automatically granted an option under the 1988
Plan covering 6,000 shares of Common Stock (30,000 / 5 = 6,000).

      The price at which each share of Common Stock covered by an option may be
purchased upon exercise of such option pursuant to the 1988 Plan is the fair
market value of the share on the grant date of such option. The period within
which a non-employee director's option may be exercised commences at the close
of such director's first year of service as a director after the grant date of
such option and ends upon the expiration of ten (10) years from the grant date,
unless terminated sooner due to termination of service or death, or unless such
option is fully exercised prior to the end of such ten-year period.

      If a non-employee director dies during his tenure or within five (5) years
after his tenure has ended, his estate would have five (5) years from the date
of death to exercise the option, provided that such option had been exercisable
at the time of his termination and that the date of exercise would otherwise be
within the option period; provided, however, that if the non-employee director
is removed for fraud, intentional misrepresentation, embezzlement,
misappropriation or conversion of assets or opportunities of the Company, such
option would be void. The options are not transferrable other than by will or by
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986, as amended (the
"Code"), or Title I of the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder.


                                        5

<PAGE>   8

      Amendment of the Plan. Subject to the provisions of Rule 16b-3 of the
Exchange Act, the Board may from time to time amend, modify, suspend or
terminate the 1988 Plan. Nevertheless, no such amendment, modification,
suspension or termination may (a) impair any options theretofore granted under
the 1988 Plan or deprive any optionee of any shares of Common Stock which he may
have acquired through or as a result of the 1988 Plan or (b) be made without the
approval of the stockholders of the Company where such change would (i) increase
the total number of shares of Common Stock which may be granted under the 1988
Plan or decrease the purchase price under the 1988 Plan (other than in
accordance with the 1988 Plan's antidilution provisions), (ii) materially alter
the class of person eligible to be granted options under the 1988 Plan, (iii)
materially increase the benefits accruing to optionees under the 1988 Plan or
(iv) extend the term of the 1988 Plan or the option period.

      Termination. Unless previously terminated, the 1988 Plan will terminate at
the close of business on July 25, 2006, after which time no further grants may
be made under the 1988 Plan.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

      The following summary is based upon an analysis of the Code, existing
laws, judicial decisions, administrative rulings, regulations and proposed
regulations, all of which are subject to change. Moreover, the following is only
a summary of United States federal income tax consequences and such consequences
may be either more or less favorable than those described below depending on an
employee's particular circumstances.

      All options granted under the 1988 Plan are non-statutory options not
entitled to special tax treatment under Section 422 of the Code. The 1988 Plan
is also not qualified under Section 401(a) of the Code and is not subject to the
provisions of the Employee Retirement Income Security Act of 1974.

      No income will be recognized by an optionee for federal income tax
purposes upon the grant of an option. Except as described below in the case of
an "insider" subject to Section 16(b) of the Exchange Act who exercises his or
her option less than six (6) months from the date of grant, upon exercise of an
option, the optionee will recognize ordinary income in an amount equal to the
excess of the fair market value of the shares on the date of exercise over the
option price of such shares. In the absence of an election pursuant to Section
83(b) of the Code, an "insider" subject to Section 16(b) of the Exchange Act who
exercises an option less than six (6) months from the date the option was
granted will recognize income on the date six (6) months from the date of the
grant in an amount equal to the excess of the fair market value of the shares on
such date over the option price of such shares. An optionee subject to Section
16(b) of the Exchange Act can avoid such deferral by making an election,
pursuant to Section 83(b) of the Code, no later than 30 days after the date of
such exercise. Directors of the Company generally are considered to be
"insiders" for purposes of Section 16(b) of the Exchange Act.

      The Company will be entitled to a deduction equal to the amount of
ordinary income recognized by the optionee at the time of such recognition by
the optionee. The basis of shares transferred to an optionee pursuant to
exercise of an option is the price paid for such shares plus an amount equal to
any income recognized by the optionee as a result of the exercise of such
option. If the optionee thereafter sells shares acquired upon exercise of an
option, any amount realized over the basis of such shares will constitute
capital gain to such optionee for federal income tax purposes.

RECOMMENDATION AND REQUIRED AFFIRMATIVE VOTE

      The affirmative vote of the holders of record of a majority of the
outstanding shares of Common Stock present in person or represented by proxy at
the meeting and entitled to vote thereon is required to approve and ratify the
Plan Amendments. THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSAL TO
APPROVE AND RATIFY THE PLAN AMENDMENTS.


                                        6

<PAGE>   9

                  INFORMATION CONCERNING THE BOARD OF DIRECTORS

      The Board of Directors held 16 meetings in 2000. Each director attended
every meeting of the Board and every meeting of the Board committees on which he
served, except that:

      Alan A. Baker was absent from the February 22 and March 13, 2000 Search
        Committee meetings; 
      Michael A. Cawley was absent from the November 17, 2000 Board meeting; 
      Thomas E. Hassen was absent from the June 30, July 3, July 25 and 
        August 8, 2000 Board meetings and the March 13 and March 20,
        2000 Search Committee meetings; 
      Harold Kleinman was absent from the July 24, 2000 Audit Committee and 
        July 25, 2000 Board meetings; and 
      T. Don Stacy was absent from the Board meetings held on May 9, June 30,
        July 3, August 8, October 2 and October 24, 2000 and was absent from the
        Compensation, Benefits and Stock Option Committee Meetings held on July
        24, October 2 and October 23, 2000.

COMMITTEES OF THE BOARD

      The committees of the Board, the current members and the primary functions
of the committees are as follows:

      COMPENSATION, BENEFITS AND STOCK OPTION COMMITTEE -- Alan A. Baker,
      Chairman; Edward F. Cox; Dale P. Jones; and T. Don Stacy. The primary
      responsibilities of the compensation, benefits and stock option committee
      are (i) to fix annual salaries and bonuses of the officers of the Company,
      including any officer who is also a director, (ii) to administer the
      Company's employee benefits in which executive officers of the Company
      participate, and (iii) to administer, in accordance with applicable rules
      and regulations under federal securities and income tax laws, the
      stock-based plans in which executive officers of the Company participate,
      including the Company's 1992 Stock Option and Restricted Stock Plan. The
      compensation, benefits and stock option committee held eight meetings
      during 2000. This committee was formed during 2000 through the uniting of
      the Stock Option Committee with the Compensation and Benefits Committee.

      AUDIT COMMITTEE-- Dale P. Jones, Chairman; Michael A. Cawley; Edward F.
      Cox; and Harold F. Kleinman. The primary responsibilities of the audit
      committee are to recommend the auditors to the Board of Directors and to
      review with the Company's auditors the audit procedures to be applied in
      the conduct of the annual audit and the results of the annual audit. The
      audit committee held four meetings during 2000. For more details, see
      information herein under "Report of the Audit Committee."

      EXECUTIVE COMMITTEE-- Robert Kelley, Chairman; Alan A. Baker; Michael A.
      Cawley; Harold F. Kleinman; and T. Don Stacy. The primary responsibility
      of the executive committee was to exercise the authority of the Board
      during the intervals between meetings of the Board. The executive
      committee was eliminated effective April 25, 2000 and no meetings were
      held in 2000.

      NOMINATING COMMITTEE -- All Board members. The primary responsibilities of
      the nominating committee are to review the role, composition and structure
      of the Board and its committees and advise the Chief Executive Officer of
      the Company with respect thereto, and to consider and recommend nominees
      for election to the Board. The nominating committee held two meetings
      during 2000. The nominating committee will consider nominees of security
      holders made in writing to the attention of a committee member and
      delivered to the Company's principal address, provided such nomination is
      timely made as provided herein.

      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The current
      members of the compensation, benefits and stock option committee were the
      only persons who served on such committees during 2000.


                                        7

<PAGE>   10


COMPENSATION OF DIRECTORS

      Directors who are not officers of the Company or any of its subsidiaries
receive an annual retainer of $28,000 and a fee of $1,000 for each Board or
committee meeting attended. A director who is also an officer of the Company
receives a fee of $100 for each Board meeting attended. The chairman of each
committee, if not also an officer of the Company, receives an additional annual
retainer of $2,500. The Company also reimburses directors for travel, lodging
and related expenses they incur in attending Board and committee meetings.

      NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. The 1988 Nonqualified Stock
Option Plan for Non-Employee Directors, as amended, provides for the grant of
nonqualified stock options to each director of the Company who is not also
either an employee or officer of the Company and who has not made an
irrevocable, one-time election to decline to participate in the plan. Harold F.
Kleinman has elected not to participate in the plan. The plan provides generally
for a formula grant of options annually on each July 1 during the term of the
plan. The formula results in the automatic grant (unless revoked by the Board in
a particular year) to each participating non-employee director of an option to
purchase a number of shares of Common Stock equal to 30,000 divided by the
number of participating non-employee directors. The purchase price per share of
Common Stock under the option is fair market value on the date of grant.

      As of July 1, 2000, each of Messrs. Baker, Cawley, Cox, Hassen, Jones and
Stacy was granted an option under the plan covering 5,000 shares of Common Stock
at the exercise price of $37.25 per share. The options have a ten-year term and
are initially exercisable one year after date of grant.


                                        8

<PAGE>   11

 
            SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

      The following tabulation sets forth as of March 12, 2001 the shares of
Common Stock beneficially owned by each director, each named executive officer
listed in the Summary Compensation Table included elsewhere in this proxy
statement, and all directors and named executive officers as a group.


<TABLE>
<CAPTION>
 
                                                                             COMMON STOCK
                                                                         BENEFICIALLY OWNED (1)
                                                                 --------------------------------------
                                                                   NUMBER                   PERCENT OF
         NAME                                                     OF SHARES                  CLASS (2)
         ----                                                    -----------               ------------
<S>                                                              <C>                       <C>
         Director
         Alan A. Baker..................................              22,786 (3)                  -  %
         Michael A. Cawley..............................           3,136,004 (3)(4)               5.6%
         Edward F. Cox..................................              50,572 (3)                  0.1%
         Charles D. Davidson............................               2,500                      -  %
         Thomas E. Hassen...............................              22,285 (3)                  -  %
         Dale P. Jones..................................               5,286 (3)                  -  %
         Robert Kelley..................................             354,750 (3)                  0.6%
         Harold F. Kleinman.............................               1,000 (5)                  -  %
         T. Don Stacy...................................               5,285 (3)                  -  %

         Named Executive Officers (excluding
           any director named above) and Group
         Dan O. Dinges..................................             158,361 (3)                  0.3%
         James L. McElvany..............................              69,422 (3)                  0.1%
         W. A. Poillion.................................             182,014 (3)                  0.3%
         James C. Woodson...............................             164,067 (3)                  0.3%
         All directors and named executive
           officers as a group (13 persons).............           4,174,332 (4)(6)               7.4%
</TABLE>


---------------
(1)   Unless otherwise indicated, all shares are directly held with sole voting
      and investment power.
(2)   Less than one-tenth of one percent unless otherwise indicated.
(3)   Includes shares not outstanding but subject to currently exercisable
      options, as follows: Mr. Baker -- 20,786 shares; Mr. Cawley -- 26,571
      shares; Mr. Cox -- 42,572 shares; Mr. Hassen -- 4,285 shares; Mr. Jones --
      4,286 shares; Mr. Stacy -- 4,285 shares; Mr. Dinges -- 137,861 shares; Mr.
      Kelley -- 277,490 shares; Mr. McElvany -- 52,476 shares; Mr. Poillion --
      159,887 shares; and Mr. Woodson -- 163,657 shares.
(4)   Includes 3,108,633 shares held of record by the Foundation. Under the
      rules and regulations of the SEC, such shares are required to be included
      in the foregoing table as "beneficially owned" because such person
      possesses shared voting and investment power with respect thereto as one
      of ten trustees of the Foundation. As with other corporate action, the
      voting of the shares held by the Foundation requires a majority vote of
      its trustees at a meeting at which a quorum of trustees is present.
      Accordingly, such person does not represent sufficient voting power on the
      Foundation's board of trustees to determine voting or investment decisions
      with respect to the 3,108,633 shares. Mr. Cawley disclaims any pecuniary
      interest in the 3,108,633 shares.
(5)   Consists of 1,000 shares held as joint tenant with Mr. Kleinman's spouse.
(6)   Includes 894,156 shares not outstanding but subject to currently
      exercisable options.


                                        9

<PAGE>   12


                             EXECUTIVE COMPENSATION

      The following report of the compensation, benefits and stock option
committee of the Board of Directors and the information herein under
"Performance Graph" shall not be deemed to be "soliciting material" or to be
"filed" with the SEC or subject to the SEC's proxy rules, except for the
required disclosure herein, or to the liabilities of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), and such information shall
not be deemed to be incorporated by reference into any filing made by the
Company under the Securities Act of 1933 or the Exchange Act.


                      REPORT OF THE COMPENSATION, BENEFITS
                           AND STOCK OPTION COMMITTEE
                            ON EXECUTIVE COMPENSATION


To the Stockholders
of Noble Affiliates, Inc.:

      As members of the compensation, benefits and stock option committee of the
Board of Directors, we have responsibility for administering the executive
compensation program of the Company. All decisions by the committee relating to
the compensation of executive officers are reviewed by the full Board.

COMPENSATION POLICIES

      The executive compensation policy of the Company, which is endorsed by the
committee, is to provide a compensation program that will attract, motivate and
retain persons of high quality and will support a long-standing internal culture
of loyalty and dedication to the interests of the Company. In administering the
executive compensation program, the committee is mindful of the following
principles and guidelines, which are supported by the full Board.

      Base salaries for executive officers should be competitive. A sufficient
portion of annual compensation should be at risk in order to align the interests
of executives with those of stockholders of the Company. This variable part of
annual compensation should reflect both corporate and individual performance. As
a person's level of responsibility increases, a greater portion of total
compensation should be at risk and the mix of total compensation should be
weighted more heavily in favor of stock-based compensation. The committee has
not established objective, arbitrary percentages for the mix of total
compensation that should be fixed versus at risk for any executive officers of
the Company. Stock options provide executives long-term incentive and are
beneficial in aligning the interests of executives and stockholders in the
enhancement of stockholder value.

COMPENSATION PROGRAM FOR 2000

      For 2000, the executive compensation program consisted of three principal
elements, which are discussed below: base salary, an annual incentive bonus plan
and stock options that are exercisable over a ten-year period.

            BASE SALARY: Base salary for executive officer positions is
      determined principally by competitive factors. The Company obtains
      information through participation in oil and gas industry compensation
      surveys conducted by independent compensation consultants, including
      Towers Perrin Inc. ("Towers Perrin"), William M. Mercer ("Mercer"),
      Effective Compensation, Inc. ("ECI"), KPMG Peat Marwick ("KPMG") and
      others. One such survey includes information on an industry group called
      the Energy 27 Group comprised of corporations in the same industry as the
      Company. Fifteen of the 31 companies included in the Dow Jones Total
      Return Index for Secondary Oil Companies referenced in the performance
      graph contained elsewhere in this proxy statement are included in the
      Energy 27 Group. (The Energy 27 Group survey, together with the ECI and
      KPMG reports, are herein referred to as the "Supplement Reports.") In
      2000, the Company engaged Mercer to update its review of the Company's
      compensation programs. Such review covered base salary, the annual
      incentive bonus plan and option plans. The committee generally analyzes
      the information and makes annual adjustments based on


                                       10

<PAGE>   13

      performance, incumbent length of service in the executive position and
      cost of living. The policy of the compensation, benefits and stock option
      committee generally is to establish base salary levels that approximate
      survey averages. Based on the Mercer survey, adjustments were made to
      certain executive officers' base salary to more closely approximate the
      market averages. After the 2000 adjustments all of the top five executive
      salaries were within 10 percent of the market median.

            ANNUAL INCENTIVE BONUS PLAN: The annual incentive bonus plan in
      which executive officers participate is available to all full-time
      employees of the Company or its subsidiaries (except the 19 employees of
      Noble Gas Marketing, Inc., a wholly-owned subsidiary of the Company, who
      are covered under a separate bonus plan) who have completed one year of
      service at the close of the plan year (December 31). The target bonus for
      an employee is the base salary at year end of such employee multiplied
      times the percentage factor assigned to such employee's salary
      classification. Target percentage factors range from 5 to 70 percent, with
      factors of 70 percent for the CEO and 60 percent for operating committee
      members of Samedan, the principal operating subsidiary of the Company. An
      aggregate pre-adjustment bonus pool is determined for each division and
      department.

            Annual performance goals for the Company and its divisions have been
      weighted with respect to four criteria as follows: cost of finding and
      developing new reserves (40 percent for division; 33 1/3 percent for the
      Company), new reserves added (40 percent for division; 33 1/3 percent for
      the Company), cash flow from operations (20 percent for division), and
      stock performance as measured against the annual stock performance of
      certain peer companies (33 1/3 percent for the Company). The annual
      performance goals for cost of finding and developing new reserves, new
      reserves added and cash flow from operations are established based upon
      financial budgets and forecasts approved initially by the operating
      committee of Samedan at the beginning of each year and then reviewed and
      finally approved by the full Board.

            At its April 2000 meeting, the Board established the following
      annual performance goals in accordance with the revised financial budget
      for 2000: Cost of finding and developing new oil and gas reserves was set
      at $5.00 per barrel of oil equivalent ("BOE") for secondary reserves and
      $7.00 per BOE for primary reserves. The rate for converting thousands of
      cubic feet of natural gas to BOE's for purposes of determining internal
      achievement of reserve goals was set at 6 to 1 in the Company's Offshore
      Gulf of Mexico and International divisions and at 6 to 1, 8 to 1, and 10
      to 1 in the Company's onshore divisions. The new reserves added goal was
      set at 62 million BOE's. The cash flow goal was established as a measure
      of the percentage growth compared to prior year's cash flow of $316
      million with cash flow increases (or decreases) as a result of changing
      commodity prices removed from the calculation. Achievement of a portion of
      the cash flow goal could occur by maintaining a level of cash flow equal
      to the prior year amount. The stock performance goal was established based
      on the Company's stock performance compared to 17 of its peers using the
      twelve month end stock prices of the Company versus the peer group.

            Each goal weighting percentage is subject to adjustment within a
      range of zero for achievement of less than 75 percent of the goal to 200
      percent for achievement of greater than 135 percent of the goal. The
      combined, weighted goal achievement is then determined within a range of
      zero for achievement of less than 65 percent of the goal to 200 percent
      for achievement of more than 160 percent of the goal. The target bonus for
      employees of divisions is also adjusted to reflect the combined percentage
      of achievement of all assigned goals using the ratio of 75 percent for
      division goal achievement and 25 percent for Company goal achievement. The
      bonus amount is then determined by multiplying the target bonus times the
      applicable multiplier, provided that the bonus of an executive officer is
      limited to 100 percent of the executive officer's base salary at year end.

            1992 PLAN: The Company's 1992 Stock Option and Restricted Stock Plan
      (the "1992 Plan") is designed to align a significant portion of the
      executive compensation program with stockholder interests. The 1992 Plan,
      which was approved by stockholders in 1992 and amended and restated in
      1997 and 2000, permits the use of several different types of stock-based
      grants or awards: nonqualified or incentive stock options with or without
      stock appreciation rights and restricted stock. To date only nonqualified
      stock options have been granted under the 1992 Plan.


                                       11

<PAGE>   14

            The options represent the right to purchase shares of Common Stock
      over a period of up to ten years upon such terms and conditions,
      consistent with the provisions of the 1992 Plan, as are specified by the
      compensation, benefits and stock option committee at the time of grant.
      The option price for incentive stock options is not less than the fair
      market value per share at the date of grant and for nonqualified stock
      options is not less than 50 percent of fair market value per share at the
      date of grant. No nonqualified stock options were granted in 2000 at a
      price less than fair market value at the date of grant.

            In July 1998, the Company engaged Towers Perrin to update its 1996
      information in order to advise the compensation, benefits and stock option
      committee as to appropriate grant guidelines. Towers Perrin based its
      recommendations as to appropriate grant guidelines on an analysis of
      average annual stock grants over a three- year period as disclosed in
      publicly available proxy statements of ten companies it considered
      comparable to the Company in business and scope. The Towers Perrin report
      suggested multiples of 0.5 of base salary at the lower levels of employees
      of the Company, from 1.5 to 4.4 for vice presidents of the Company and 5.7
      at the CEO level. Using the Towers Perrin report, and adjusting its
      recommendations to account for changes in the Company's stock price, the
      compensation, benefits and stock option committee in 2000 adopted grant
      multiples that ranged from 0.5 to 5.7 of base salary, with multiples of
      5.7 for the CEO and 3.9 for other executive officers.

            The approximate number of shares granted is determined by dividing
      (i) the optionee's annual base salary multiplied times the applicable
      grant multiple by (ii) the fair market value per share of the underlying
      Common Stock on the calculation date. The compensation, benefits and stock
      option committee, in its discretion, can adjust the number of shares
      granted under the 1992 Plan from the number determined under the grant
      guidelines. Options granted to executive officers in 2000 were based on
      the guidelines described above and the following terms and conditions:
      10-year term; vest at the rate of one-third per year commencing on the
      first anniversary of the grant date; and option price equal to fair market
      value per share at the grant date.

2000 COMPENSATION OF CEO

      The 2000 base salary of Mr. Kelley was not adjusted July 1, 2000 but
remained at $610,000 per year as a result of a review of Company performance and
competitive industry factors existing at the time. As a result, the salary paid
to Mr. Kelley for 2000 fell within the range discussed above in the last
sentence under "Compensation Program for 2000 - Base Salary" in this report.

      In 2000, the compensation, benefits and stock option committee granted Mr.
Kelley an option to purchase 80,000 shares of Common Stock pursuant to the 1992
Plan. In granting this option, the committee used a grant multiplier of 5.7 (see
"Compensation Program for 2000 - 1992 Plan" above), which took into account Mr.
Kelley's level of responsibility and was based on the recommendation of Towers
Perrin.

      Davidson Employment Agreement. Effective October 2, 2000, the Company
entered into an employment agreement with Charles D. Davidson, for a term of
three years, with automatic successive one year extensions, unless either Mr.
Davidson or the Company gives six months written notice. Under the agreement,
Mr. Davidson receives an annual salary of $475,000, plus business expenses and
other specified benefits, for serving as President and Chief Executive Officer
of the Company. In the year ended December 31, 2000, Mr. Davidson received a
bonus that was equal to the product of $300,000 times the percentage of the year
that he was employed by the Company. Beginning in the year ending December 31,
2001, Mr. Davidson will receive an annual bonus that may reach up to 70% of his
base salary. The employment agreement also provides for Mr. Davidson's
participation in the Company's benefit plans and stock option plans, with 80,000
stock options granted to Mr. Davidson in 2000.

      The Company's employment agreement with Mr. Davidson also includes
provisions regarding the applicable severance package that Mr. Davidson may be
entitled to, depending on whether a triggering event has occurred. A triggering
event for purposes of Mr. Davidson's employment agreement will be deemed to have
occurred if:

o     individuals who constituted the Board of Directors at the time of Mr.
      Davidson's employment (the "Incumbent Board") cease to constitute at least
      51% of the Board, provided that any person whose election was approved by


                                       12

<PAGE>   15

      a vote of at least a majority of the directors of the Incumbent Board will
      be considered a member of the Incumbent Board;

o     the stockholders of the Company approve a reorganization, merger or
      consolidation whereby the persons who were stockholders immediately prior
      to such reorganization, merger or consolidation do not immediately
      thereafter, own at least 51% of the voting shares of the new entity;

o     the stockholders of the Company approve a liquidation or dissolution of
      the Company or a sale of all or substantially all of the Company's assets
      to a non-related party; or

o     a new person or entity becomes the owner of at least 25% of the
      outstanding common stock or voting power in the Company.

      If the Company terminates Mr. Davidson for cause, then the Company has no
further liability. A termination for cause may only be made by the affirmative
vote of a majority of the members of the Board of Directors of the Company.

      Prior to a triggering event, if Mr. Davidson terminates his employment by
giving at least six months' prior written notice, then he will be entitled to
his base salary up until the time of his termination. If, prior to a triggering
event, Mr. Davidson is terminated without cause, or resigns from the Company
after certain events of default, he will receive a lump sum of his annual base
salary for one year only plus any accrued bonuses.

      On or after a triggering event, if Mr. Davidson is terminated without
cause or if he resigns for good reason, then the Company will pay him a lump sum
of two and one-half times his annual compensation amount (salary and bonus) and
his initial 80,000 options will vest (if they have not already), with a gross-up
payment to offset fully the effect of any federal excise tax imposed on the
severance payment.

PARTICIPATION IN MINERAL, ROYALTY AND OVERRIDING ROYALTY ACQUISITIONS

      In addition to the executive compensation policies and programs described
above, the Company has a long- standing policy pursuant to which officers and
key employees of the Company and Samedan are permitted to acquire interests in
minerals, royalties and overriding royalties purchased from time to time by
Samedan (or its subsidiaries). When this participation is offered, usually up to
one-half of the interests acquired by Samedan (or its subsidiaries) is made
available to be acquired by the participants in the aggregate. A participant is
required to purchase his or her interest for cash on the same cost basis as
Samedan and is responsible for obtaining any required financing. In certain
instances, the Company or Samedan has assisted participants in obtaining
financing from a third party lender and/or provided a guarantee of the amount
financed by a participant. This policy applies only with respect to mineral,
royalty and overriding royalty interests acquired by Samedan (or its
subsidiaries) and does not apply to the acquisition of working interests, even
though a group of oil and gas properties acquired by Samedan (or its
subsidiaries) includes both working interests and mineral, royalty and
overriding royalty interests.

      The policy was initiated to serve as an incentive for employees in
connection with the acquisition of oil and gas properties by Samedan and for
directors to continue in the service of the Company. The Board of Directors of
the Company believes the policy to be in the best interests of the Company and
its stockholders and, because the participant purchases the interest for
Samedan's cost and shares the same risk as Samedan, does not consider the
operation of the policy to be compensatory in nature. The compensation, benefits
and stock option committee has responsibility for administering the policy.


                                       13

<PAGE>   16

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

      Section 162(m) of the Internal Revenue Code contains provisions which
limit the tax deductibility of executive compensation in excess of $1 million
per person per year, subject to certain exceptions. The policy of the Company is
to design its compensation programs to preserve the tax deductibility of
compensation paid to its executive officers and other members of management.
However, the compensation, benefits and stock option committee could determine,
taking into consideration the burdens of compliance with Section 162(m) and
other relevant facts and circumstances, to pay compensation that is not fully
deductible, if the committee believes such payments are in the Company's best
interest. In 1997, the stockholders of the Company approved the amended and
restated 1992 Plan, allowing compensation paid thereunder in the form of stock
options and stock appreciation rights to qualify as "performance-based
compensation" for purposes of Section 162(m).

SUMMARY

      The members of the committee believe that linking executive compensation
to corporate performance results in a better alignment of compensation with
corporate goals and stockholder interests. As performance goals are met or
exceeded, resulting in increased value to stockholders, executive officers are
rewarded commensurately. The committees believe that compensation levels during
2000 adequately reflect the compensation goals and policies of the Company.

      March 23, 2001                Compensation, Benefits and
                                    Stock Option Committee

                                    Alan A. Baker, Chairman
                                    Edward F. Cox
                                    Dale P. Jones
                                    T. Don Stacy



      The following "Summary Compensation Table," "Option Grants in 2000" table,
"Aggregated Option Exercises in 2000 and 12/31/00 Option Values" table, "Pension
Plan Table," and "Performance Graph" are attachments to this Report of the
Compensation, Benefits and Stock Option Committee on Executive Compensation.


                                   ----------



                                       14



<PAGE>   17

      The following table sets forth certain summary information concerning the
compensation awarded to, earned by or paid to the Chief Executive Officer of the
Company and each of the four most highly compensated executive officers of the
Company other than the Chief Executive Officer (collectively, the "named
executive officers") for the years indicated.



<TABLE>
<CAPTION>
                                   SUMMARY COMPENSATION TABLE
                                                                                       Long Term
                                                                                     Compensation
                                                      Annual Compensation               Awards
                                           --------------------------------------    -------------
                                                                           Other
                                                                           Annual        Stock          All Other
            Name and                                                      Compen-       Options          Compen-
            Principal                                                      sation     (number of          sation
            Position                Year    Salary ($)     Bonus ($)        ($)       shares) (2)          ($)
            --------                ----    ----------     ---------      -------     -----------       ----------
<S>                                 <C>     <C>            <C>            <C>         <C>               <C>
Charles D. Davidson                 2000      118,892      118,400          142         80,000              400(3)    
President and Chief Executive                                                                                        
Officer after October 2, 2000(1)                                                                                     
                                                                                                                     
Robert Kelley, President and        2000      610,000      610,000        3,457         80,000          131,312(4)   
Chief Executive Officer until       1999      610,000      427,000        3,165         80,000           99,115      
October 2, 2000 (1)                 1998      592,500           --        2,869         75,237           79,944      
                                                                                                                     
Dan O. Dinges, Senior Vice          2000      250,000      153,000        3,630         28,350           48,104(5)   
President - Division General        1999      245,000       88,200        3,266         31,350           35,960      
Manager and Operating               1998      240,000           --        2,902         25,080           29,175      
Committee member of                                                                                                  
Samedan                                                                                                              
                                                                                                                     
James L. McElvany, Vice             2000      195,000      210,000(6)     3,442         28,350           30,410(5)   
President, Chief Financial          1999      162,500       64,800        3,165         15,048           21,422      
Officer, Treasurer and              1998      145,000           --        2,869         12,540           16,940      
Assistant Secretary and                                                                                              
Operating Committee Member                                                                                           
of Samedan                                                                                                           
                                                                                                                     
W.A. Poillion, Senior Vice          2000      252,500      260,200(6)     3,746         28,350           55,666(5)   
President - Production and          1999      245,000       88,200        3,165         31,350           42,243      
Drilling and Operating              1998      240,000           --        2,869         25,080           34,406      
Committee member of                                                                                                  
Samedan                                                                                                              
                                                                                                                     
James C. Woodson, Senior            2000      270,000      270,000        3,457         14,175           62,048(5)   
Vice President - Exploration        1999      270,000       97,200        3,165         31,350           47,947      
and Operating Committee             1998      265,000           --        2,869         25,080           40,352      
member of Samedan 
</TABLE>


----------
(1)   Mr. Kelley resigned as President and CEO of the Company effective October
      2, 2000, at which time Mr. Davidson became the Company's President and
      CEO. Mr. Kelley continues to serve as Chairman of the Board of Directors.
(2)   Options represent the right to purchase shares of Common Stock at a fixed
      price per share.
(3)   Consists of $400 of directors' fees.
(4)   Consists of $1,600 of directors' fees and Company contributions of $9,650
      to a defined contribution plan and $120,062 to a nonqualified contribution
      plan.
(5)   Consists of contributions by the Company to a defined contribution
      plan/nonqualified contribution plan and payment by the Company of term
      life insurance premiums as follows: Dan O. Dinges -- $9,907 / $37,928;
      $269;


                                       15

<PAGE>   18

      James L. McElvany -- $9,600 / $20,810; $0; W.A. Poillion -- $9,957 /
      $45,003; $706; J.C. Woodson -- $9,450 / $50,653; $1,945.
(6)   Mr. McElvany's base salary at year end was $210,000; Mr. Poillion's base
      salary at year end was $260,200.

      The following table sets forth certain information with respect to options
to purchase Common Stock granted during the year ended December 31, 2000 to each
of the named executive officers.


<TABLE>
<CAPTION>
                                             OPTION GRANTS IN 2000

                                                                                           Potential Realizable
                                                                                             Value at Assumed
                                                                                              Annual Rates of
                                                                                                Stock Price
                                                                                               Appreciation
                                                 Individual Grants                            for Option Term
                         ---------------------------------------------------------------  ----------------------
                          Number of Securities   % of Total
                           Underlying Options      Options      Exercise
                                Granted          Granted to      or Base
                           (number of shares)     Employees       Price      Expiration
          Name                    (1)              in 2000       ($/sh)         Date        5%($)       10%($)
          ----            --------------------   -----------    --------     ----------     -----       ------
<S>                       <C>                    <C>            <C>          <C>        <C>           <C>        
Charles D. Davidson.....          80,000           10.3%         37.875       10/2/10   1,905,551(2)  4,829,040  
Robert Kelley...........          24,000            3.1%         20.062       1/31/10     302,813(3)    767,387  
                                  56,000            7.2%         30.875       7/24/10   1,087,359(4)  2,775,581  
Dan O. Dinges...........          14,175            1.8%         20.062       1/31/10     178,849(3)    453,238  
                                  14,175            1.8%         30.875       7/24/10     275,238(4)    697,506  
James L. McElvany.......          14,175            1.8%         20.062       1/31/10     178,849(3)    453,238  
                                  14,175            1.8%         30.875       7/24/10     275,238(4)    697,506  
W.A. Poillion...........          14,175            1.8%         20.062       1/31/10     178,849(3)    453,238  
                                  14,175            1.8%         30.875       7/24/10     275,238(4)    697,506  
James C. Woodson........          14,175            1.8%         20.062       1/31/10      96,718(3)    219,421  
</TABLE>


----------
(1)   Options represent the right to purchase shares of Common Stock at a fixed
      price per share. The options vest at the rate of one-third per year
      commencing on the first anniversary of the grant date.
(2)   Reflects an assumed appreciated market price per share of Common Stock of
      $61.69 at 5% and $98.21 at 10%.
(3)   Reflects an assumed appreciated market price per share of Common Stock of
      $32.68 at 5% and $52.04 at 10%.
(4)   Reflects an assumed appreciated market price per share of Common Stock of
      $50.29 at 5% and $80.44 at 10%.


                                       16

<PAGE>   19

      The following table sets forth certain information with respect to the
exercise of options to purchase Common Stock during the year ended December 31,
2000, and the unexercised options held at December 31, 2000 and the value
thereof, by each of the named executive officers.



<TABLE>
<CAPTION>
                       AGGREGATED OPTION EXERCISES IN 2000
                           AND 12/31/00 OPTION VALUES

                                                        Number of Securities                                      
                                                       Underlying Unexercised                                     
                                                             Options at                Value of Unexercised       
                                                         December 31, 2000             In-the-Money Options       
                                                         (number of shares)          at December 31, 2000 ($)     
                           Acquired       Value      ---------------------------   ----------------------------   
        Name              on Exercise  Realized($)   Exercisable   Unexercisable   Exercisable    Unexercisable   
---------------------     -----------  -----------   -----------   -------------   -----------    -------------   
<S>                       <C>          <C>           <C>           <C>             <C>            <C>             
Charles D. Davidson......        --           --             --         80,000              --         650,000    
Robert Kelley............        --           --        369,495        158,412       5,633,306       3,105,170    
Dan O. Dinges............     9,000      168,188        132,326         57,610       2,190,492       1,208,273    
James L. McElvany........     5,400      105,975         38,555         42,562         501,811         884,325    
W.A. Poillion............     5,400       94,500        136,352         57,610       2,287,290       1,208,273    
James C. Woodson.........        --           --        169,657             --       2,931,685              --    
</TABLE>


      The defined benefit plans of the Company that cover its executive officers
provide the benefits shown below. The estimates assume that benefits are
received in the form of a ten-year certain and life annuity.


<TABLE>
<CAPTION>
                                              PENSION PLAN TABLE

                                                   Estimated Annual Benefits Upon Retirement at Age 65
                                                   After Completion of the Following Years of Service
              60 Month Average            ------------------------------------------------------------------------
             Annual Compensation              15               20             25             30            35
             -------------------          ---------       -----------     ----------    -----------    -----------
<S>                                       <C>             <C>             <C>            <C>           <C>    
                                            $ 30,000           40,000         40,000         47,235        47,235
                150,000................       45,000           60,000         61,238         73,485        73,485
                200,000................       60,000           80,000         83,113         99,735        99,735
                300,000................       90,000          120,000        126,869        152,235       152,235
                400,000................      120,000          160,000        170,613        204,735       204,735
                600,000................      180,000          240,000        258,113        309,735       309,735
                800,000................      240,000          320,000        345,613        414,735       414,735
              1,000,000................      300,000          400,000        433,113        519,735       519,735
              1,300,000................      390,000          520,000        564,363        677,235       677,235
              1,400,000................      420,000          560,000        608,113        729,735       729,735
              1,500,000................      450,000          600,000        651,863        782,235       782,235
</TABLE>


      Upon vesting, the amount of retirement benefit depends on an employee's
final average monthly compensation, age and the number of years of credited
service (maximum of 30 years). Final average monthly compensation is defined
generally to mean the participant's average monthly rate of compensation from
the Company for the 60 consecutive months prior to retirement which give the
highest average monthly rate of compensation for the participant. Compensation
covered by the defined benefit plans is defined (with certain exceptions) to
mean the compensation actually paid to a participant as reported on the
participant's federal income tax withholding statement for the applicable
calendar year. Accordingly, the amounts reported in the Summary Compensation
Table included elsewhere herein under "Annual Compensation" approximate covered
compensation for 2000. The amount of benefit shown in the above table is not
subject to any deductions for social security or any other offset amounts.

      As of December 31, 2000, the named executive officers had the following
approximate number of years of credited service for retirement purposes: Mr.
Davidson--0; Mr. Kelley--25; Mr. Dinges--19; Mr. Poillion--24; Mr. McElvany--22;
and Mr. Woodson--26.


                                       17

<PAGE>   20

      The following graph sets forth the cumulative total stockholder return for
the Common Stock, the S&P 500 Index and the Dow Jones Total Return Index for
Secondary Oil Companies for the years indicated as prescribed by the SEC's
rules.

 
                               PERFORMANCE GRAPH

               COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (1)
                   AMONG NOBLE AFFILIATES, INC., S&P 500 INDEX
                      AND DOW JONES TOTAL RETURN INDEX FOR
                           SECONDARY OIL COMPANIES (2)

                                     [GRAPH]



<TABLE>
<CAPTION>
                                                         1995      1996       1997       1998       1999       2000
                                                         ----      ----       ----       ----       ----       ----
<S>                                                     <C>        <C>        <C>        <C>        <C>       <C>
 Company                                                 100        161        119         84         73       158
 S&P 500 Index                                           100        123        164        211        255       232
 Dow Jones Total Return Index for Secondary              100        127        126         87        100       160
  Oil Companies (2)
</TABLE>


----------
(1)   Total return assuming reinvestment of dividends. Assumes $100 invested on
      December 31, 1995 in Common Stock, the S&P 500 Index and the Dow Jones
      Total Return Index for Secondary Oil Companies.
(2)   Composed of the following companies: Amerada Hess Corporation, Anadarko
      Petroleum Corporation, Apache Corporation, Ashland, Inc., Barrett
      Resources Corporation, Basin Minerals, Burlington Resources Inc., Cabot
      Oil and Gas, Chesapeake Energy, Cross Timbers Oil Company, Devon Energy
      Corporation, E.O.G. Resources, Evergreen Resources, Forest Oil, Kerr-McGee
      Corporation, Louis Dreyfus Natural Gas, Meridian Energy, Murphy Oil
      Corporation, Newfield Exploration, Noble Affiliates, Inc., Ocean Energy,
      Occidental Petroleum Corporation, Pennzoil-Quaker State Company, Stone
      Energy Corporation, Sunoco, Inc., Tesoro Petroleum Corp., Tosco Corp., Tom
      Brown, Inc., Triton Energy, Ultramar Diamond Shamrock Corp., and Vintage
      Petroleum, Inc.


                                       18

<PAGE>   21


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Exchange Act requires directors and officers of the
Company, and persons who beneficially own more than 10 percent of the Common
Stock, to file with the SEC initial reports of ownership and reports of changes
in ownership of the Common Stock. Directors, officers and more than 10 percent
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.

      To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
directors, officers and more than 10 percent beneficial owners were complied
with during the year ended December 31, 2000, with the exception of one
disposition of stock that was not timely reported on one Form 4 for Mr. Cawley.
To correct prior fiscal year reporting, remedial Forms 5 were filed for
previously unreported stock option grants to:

      o   Messrs. Baker, Cawley, Cox, Dinges, Kelley, McElvany and Poillion,
          each of whom did not timely report two such grants on two Forms 4; and

      o   Messrs. Hassen, Jones, Stacy, Walraven (a former officer of the
          Company who retired at the end of 2000) and Woodson, each of whom did
          not timely report one such grant on one Form 4.

 
                             CERTAIN TRANSACTIONS

      Harold F. Kleinman, a director of the Company, is the brother-in-law of
Jack Bender. Mr. Bender is the sole owner of Cactus Pipe and Supply Company, a
corporation from which Samedan purchases oil field tubulars from time to time in
the ordinary course of its business. During 2000, Samedan purchased an aggregate
of approximately $4,743,369 of such tubulars from such corporation. The terms of
all such purchases were similar to those that could have been obtained from
unrelated third parties. Mr. Kleinman has no pecuniary or other interest in
either the purchases or Mr. Bender's corporation.

 
                            INDEPENDENT ACCOUNTANTS

      The appointment of the accounting firm selected to audit the Company's
financial statements is subject to ratification by the Board of Directors and
will not be submitted to stockholders for ratification or approval. The audit
committee has recommended to the Board of Directors the re-appointment of Arthur
Andersen LLP, which has audited the Company's financial statements since 1989,
to audit the financial statements of the Company for 2001. Representatives of
Arthur Andersen LLP are expected to be present at the meeting to respond to
appropriate questions from stockholders and will be given the opportunity to
make a statement at the meeting should they desire to do so.

      For additional information regarding the rendering of other services by
Arthur Andersen LLP and related fees, see the "Report of the Audit Committee,"
below.


                                       19

<PAGE>   22

                                  REPORT OF THE
                                 AUDIT COMMITTEE


To the Stockholders
of Noble Affiliates, Inc.:

      As members of the audit committee of the Board of Directors, we are
responsible for helping to ensure the reliability of the Company's financial
statements. In keeping with this goal, the Board of Directors has adopted a
written charter (Exhibit A) for the audit committee to follow.

REVIEW AND DISCUSSIONS

      The audit committee has reviewed and discussed the Company's audited
financial statements with management. It has also discussed with the independent
auditors the matters required to be discussed by SAS 61 and SAS 90 (Codification
of Statements on Auditing Standards, AU Section 380). Additionally, the audit
committee has received the written disclosures and the letter from the
independent accountants at Arthur Andersen LLP, as required by Independent
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and has discussed with the independent accountants their independence.

      In an effort to maintain the accountant's independence, the audit
committee has considered whether Arthur Andersen LLP's rendering of non-audit
services is compatible with maintaining its independence. We have concluded that
the rendering of both types of services does not result in a conflict.

      The fees paid to Arthur Andersen LLP for the year 2000 included: audit
fees of $354,430; tax compliance and consultation fees of $160,000; plan and
corporate consultation fees of $29,700 and other fees of $27,600. There were no
fees paid for information technology.

RECOMMENDATION TO INCLUDE AUDITED FINANCIAL STATEMENTS IN ANNUAL REPORT

      Based on the audit committee's discussions with management and the
independent accountants, and its review of the representation of management and
the report of the independent accountants to the audit committee, the audit
committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000 with the Securities and Exchange
Commission.

          March 23, 2001            Audit Committee

                                    Dale P. Jones, Chairman
                                    Michael A. Cawley
                                    Edward F. Cox
                                    Harold F. Kleinman


                                   ----------


                     STOCKHOLDER PROPOSALS AND OTHER MATTERS

      Stockholder proposals intended to be included in the Company's proxy
statement relating to the 2002 annual meeting of stockholders, which is
currently scheduled to be held on April 23, 2002, must be received by the
Company at its office in Houston, Texas, addressed to the Secretary of the
Company, no later than November 23, 2001.


                                       20

<PAGE>   23

      The cost of solicitation of proxies will be borne by the Company.
Solicitation may be made by mail, personal interview, telephone or telegraph by
officers and regular employees of the Company, who will receive no additional
compensation therefor. To aid in the solicitation of proxies, the Company has
employed the firm of Georgeson & Co., Inc., which will receive a fee of
approximately $7,500 plus out-of-pocket expenses. The Company will bear the
reasonable expenses incurred by banks, brokerage firms, custodians, nominees and
fiduciaries in forwarding proxy material to beneficial owners.

      The Board of Directors does not intend to present any other matter at the
meeting and knows of no other matters that will be presented. However, if any
other matter comes before the meeting, the persons named in the enclosed proxy
intend to vote thereon in accordance with their best judgment.


Houston, Texas                                NOBLE AFFILIATES, INC.
March 23, 2001

                                                 James L. McElvany
                                       Vice President-Finance and Treasurer


                                       21

<PAGE>   24

                                                                       EXHIBIT A

                             NOBLE AFFILIATES, INC.

                             AUDIT COMMITTEE CHARTER

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

COMPOSITION

         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.

RESPONSIBILITY

         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, including overseeing 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
guidelines.

AUTHORITY

         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.

MEETINGS

         The Committee is to 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 meeting.

ATTENDANCE

         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.



<PAGE>   25

SPECIFIC DUTIES

         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 requirements.

         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 controls.

         3. Receive 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 Committees.

         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 audit.

            -     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.


                                       -2-

<PAGE>   26
                                  [Proxy Card]

                             NOBLE AFFILIATES, INC.

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


The undersigned hereby appoints Charles D. Davidson and James L. McElvany, and 
each of them, proxies with power of substitution in each, and hereby authorizes 
them to represent and to vote, as designated below, all shares of common stock 
of Noble Affiliates, Inc. (the "Company") standing in the name of the 
undersigned on March 12, 2001, at the annual meeting of stockholders to be held 
on April 24, 2001 at 9:30 a.m., local time, in Houston, Texas, and at any 
adjournment thereof and especially to vote on the items of business specified 
below, as more fully described in the notice of the meeting dated March 23, 
2001, and the proxy statement accompanying the same, receipt of which is hereby 
acknowledged.

1.       Election of Directors

         FOR ALL NOMINEES WITH 
         WITHHOLD AUTHORITY
         EXCEPTIONS NOTED [ ]                         FOR ALL NOMINEES [ ]

             Alan A. Baker, Michael A. Cawley, Edward F. Cox, Charles D. 
             Davidson, Dale P. Jones, T. Don Stacy



         (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
         WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)


         -----------------------------------------------------------------------

2.       Proposal to approve and ratify an amendment to the Noble Affiliates, 
         Inc. 1988 Nonqualified Stock Option Plan for Non-Employee Directors of
         Noble Affiliates, Inc. (the "1988 Plan") in order to grant a consistent
         number of stock options to each non-employee director annually (10,000
         stock options for the first year of service as a non-employee director
         and 5,000 stock options for each year thereafter) and to change the
         annual grant date to February 1, commencing February 1, 2002.

         FOR [ ]                       AGAINST [ ]                  ABSTAIN [ ]

3.       In their discretion, the proxies are authorized to vote upon such 
         other business or matters as may properly come before the meeting or
         any adjournment thereof.


                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)




<PAGE>   27
                            [Reverse of Proxy Card]


THIS PROXY, WHEN DULY EXECUTED AND RETURNED, WILL BE VOTED IN THE MANNER 
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY IS DULY EXECUTED 
AND RETURNED, BUT WITHOUT CLEAR VOTING DIRECTION, IT WILL BE VOTED FOR EACH OF 
THE PROPOSALS SET FORTH ABOVE.

                  The undersigned hereby revokes any proxy or proxies heretofore
         given to represent or vote such common stock and hereby ratifies and
         confirms all actions that said proxies, their substitutes, or any of
         them, may lawfully take in accordance with the items hereof.


                           Dated:                                       , 2001
                                  --------------------------------------

                           ---------------------------------------------------

                           ---------------------------------------------------
                                     Signature(s) of Stockholder(s)


                           This proxy should be signed exactly as your name
                           appears hereon. Joint owners should both sign. If
                           signed as attorney, executor, guardian or in some
                           other representative capacity, or as officer of a
                           corporation, please indicate your capacity or title.

                           PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN
                           IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES
                           NO POSTAGE IF MAILED IN THE UNITED STATES.