<PAGE>   1


                            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:
(   )    Preliminary Proxy Statement
( X )    Definitive Proxy Statement
(   )    Definitive Additional Materials
(   )    Soliciting Material Pursuant to Section  240.14a-11(c) or Section
         240.14a-12

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

                             NOBLE AFFILIATES, INC.
                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
( X )    $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
         14a-6(j)(2).
(   )    $500 per each party to the controversy pursuant to Exchange Act Rule
         14a-6(i)(3).
(   )    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:(1)
                 ______________________________________________________________
         4)      Proposed maximum aggregate value of transaction:
                 ______________________________________________________________

(1) Set forth the amount on which the filing fee is calculated and state how it
    was determined.

(   )    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.
                               110 WEST BROADWAY
                            ARDMORE, OKLAHOMA 73401


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 26, 1994


To the Shareholders of
NOBLE AFFILIATES, INC.:

      The annual meeting of shareholders of Noble Affiliates, Inc., a Delaware
corporation (the "Company"), will be held on Tuesday, April 26, 1994, at 10:00
a.m., local time, at the Charles B. Goddard Center, D Street and First Avenue,
S.W., Ardmore, Oklahoma, for the following purposes:

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

      2.    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 14, 1994
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting or any adjournment thereof.  Only shareholders 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 shareholders will be
available for examination at the offices of the Company in Ardmore, Oklahoma,
during ordinary business hours for a period of 10 days prior to the meeting.

      A record of the Company's activities during 1993 and financial statements
for the fiscal year ended December 31, 1993 are contained in the accompanying
1993 Annual Report.  The Annual Report does not form any part of the material
for solicitation of proxies.

      All shareholders are cordially invited to attend the meeting.
SHAREHOLDERS 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 shareholder who has returned a
proxy attends the meeting in person, such shareholder may revoke the proxy and
vote in person on all matters submitted at the meeting.

                                              By Order of the Board of Directors



                                                         Orville Walraven
                                                             Secretary

Ardmore, Oklahoma
M
arch 24, 1994

<PAGE>   3





                             NOBLE AFFILIATES, INC.
                               110 WEST BROADWAY
                            ARDMORE, OKLAHOMA 73401

                                PROXY STATEMENT

                       FOR ANNUAL MEETING OF SHAREHOLDERS

                          TO BE HELD ON APRIL 26, 1994

                                  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 shareholders of the Company to be held on April 26, 1994,
and at any adjournment thereof.  The approximate date on which this proxy
statement and the accompanying proxy were first sent to shareholders of the
Company is March 24, 1994.

      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 for election of the nominees for director named in the proxy.
Any shareholder 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 Orville Walraven, Secretary, Noble Affiliates, Inc., P.O. Box 1967,
Ardmore, Oklahoma 73402, 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 a shareholder proposal to be considered properly brought
before the annual meeting of shareholders, the By-laws of the Company require
that the Secretary of the Company receive written notice from a shareholder 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.  The notice must specify
certain information concerning such shareholder and the proposed business to be
brought before the meeting.  Accordingly, a shareholder's proposal to be
presented at the 1995 annual meeting of shareholders must be received by the
Company no later than February 24, 1995.  For additional information concerning
the By-law provision relating to advance notice of shareholder proposals,
please contact the Secretary of the Company at (405) 223-4110 or by mail at the
address of the Company designated above.

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 as
to the vote on each nominee for director.  Under Delaware law and the
Certificate of Incorporation and By-laws of the Company, an abstention (which
is not an option in the election of directors) or broker non-vote (or other
limited proxy) will have no effect on the election of directors, provided a
quorum is present.





                                      -1-

<PAGE>   4



                               VOTING SECURITIES

      Only holders of record of common stock of the Company, par value
$3.33-1/3 per share ("Common Stock"), at the close of business on March 14,
1994, the record date for the meeting, are entitled to notice of and to vote at
the meeting.  The presence of a majority of the outstanding shares of Common
Stock is necessary to constitute a quorum.  On the record date for the meeting,
there were issued and outstanding 49,943,530 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 December 31, 1993 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>
FMR Corp.                                                         7,347,590(2)               14.7%
82 Devonshire Street
Boston, Massachusetts 02109

The Samuel Roberts Noble Foundation, Inc.                         6,758,853(3)               13.5%
P. O. Box 2180
Ardmore, Oklahoma 73402

Tiger Management Corporation                                      2,739,900(4)                5.5%
101 Park Avenue
New York, New York 10178
</TABLE>


_____________________________

(1)   Unless otherwise indicated, all shares listed are directly held with sole
      voting and investment power.  
(2)   According to an Amendment No. 3 to Schedule 13G filed by FMR Corp., a 
      Massachusetts corporation, with the Securities and Exchange Commission 
      on February 14, 1994, FMR Corp. beneficially owns all the shares with 
      sole dispositive power but has sole voting power with respect to only 
      28,898 of the shares.  FMR Corp. indicated in its amended Schedule 13G 
      that it is a parent holding company that owns the shares indirectly 
      through two of its wholly-owned subsidiaries.  According to the amended 
      Schedule 13G, one subsidiary beneficially owns 7,303,430 of the shares 
      as a result of its acting as an investment adviser to several investment
      companies and one subsidiary beneficially owns 44,160 shares as a result
      of serving as an investment manager of several institutional accounts.
(3)   Beneficial ownership of such shares was reported in an Amendment No. 3 to
      Schedule 13G filed by The Samuel Roberts Noble Foundation, Inc.  with
      respect to its beneficial ownership of the Company's Common Stock.
(4)   Beneficial ownership of such shares was reported in a Schedule 13G filed
      by Tiger Management Corporation ("Tiger") with respect to its beneficial
      ownership of the Company's Common Stock.  In its Schedule 13G, Tiger also
      reported that its majority shareholder, Julian H.  Robertson, is also the
      chairman, director and controlling shareholder of Panther Management
      Corporation which is the sole general partner of Panther Management
      Company, L.P. ("PMCLP"), an investment adviser registered under the
      Investment Advisers Act of 1940.  According to the Schedule 13G, PMCLP
      beneficially owns, and has sole voting and dispositive powers over,
      198,700 shares of the Company's Common Stock as a result of its acting as
      an investment adviser to a certain investment company.





                                      -2-

<PAGE>   5



      The Samuel Roberts Noble Foundation, Inc. (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.  The Foundation organized the Company in
1969.  John F. Snodgrass, a director of the Company, serves on the Board of
Trustees of the Foundation.  Mr. Snodgrass is also President Emeritus 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.

                             ELECTION OF DIRECTORS

      Eight directors, constituting the entire Board of Directors, are to be
elected at the meeting to serve until the next annual meeting of shareholders
and until their successors have been elected and qualified.  All nominees for
director were elected directors of the Company by vote of the shareholders at
the 1993 annual meeting with the exception of Mr. James C. Day who was elected
as director of the Company by the directors in January 1994.  Generally, the
Company's By-laws provide that a shareholder must deliver written notice to the
Secretary of the Company not later than 90 days prior to the annual meeting
naming such shareholder's nominee(s) for director and specifying certain
information concerning such shareholder and nominee(s).  Accordingly, a
shareholder's nominee(s) for director to be presented at the 1995 annual
meeting of shareholders must be received by the Company no later than January
25, 1995.

      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 SHAREHOLDERS VOTE FOR THE
ELECTION OF SUCH NOMINEES.

                       DIRECTORS / NOMINEES FOR DIRECTOR

ROY BUTLER -- Mr. Butler retired as President and Chief Executive Officer of
the Company effective 1984 and is currently a private investor.  Mr. Butler,
age 68, had served as President of the Company since 1975 and as its Chief
Executive Officer since 1980.  He has served as a director of the Company since
1973.

EDWARD F. COX -- Mr. Cox has been a partner in the law firm of Donovan Leisure
Newton & Irvine, New York, New York for more than five years.  Mr. Cox, age 47,
has served as a director of the Company since 1984.

JAMES C. DAY -- Mr. Day, age 50, has served as President and Chief Executive
Officer of Noble Drilling Corporation since January, 1984, and as Chairman of
the Board of Noble Drilling Corporation since October, 1992.  Prior thereto,
Mr. Day served as Vice President of Noble Drilling Corporation from January,
1983.  Prior to 1983, Mr. Day served as Vice President and Assistant Secretary
of the Company.  Mr. Day is also a director of Global Industries, Ltd.

ROBERT KELLEY -- 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.  Prior thereto, he had served as Executive Vice President of the Company
since January 1986.  Mr. Kelley, age 48, also serves as President and Chief
Executive Officer of Samedan Oil Corporation ("Samedan"), a wholly-owned
subsidiary of the Company, and he has held such positions since 1984.  For more
than five years prior thereto, Mr. Kelley served as an officer of Samedan.  Mr.
Kelley also serves as a director of Security Corporation of Duncan, Oklahoma
and Exchange National Bank and Trust Company of Ardmore, Oklahoma.  He has
served as director of the Company since 1986.

HAROLD F. KLEINMAN -- Mr. Kleinman has been a senior member of the law firm of
Thompson & Knight, a Professional Corporation, Dallas, Texas, counsel for the
Company, for more than five years and is currently a shareholder of such firm.
Mr. Kleinman, age 63, has served as director of the Company since 1985.





                                      -3-

<PAGE>   6



GEORGE J. MCLEOD -- Mr. McLeod currently serves as President and Chief
Executive Officer of Geolock Resources Ltd., a company engaged in oil and gas
exploration and production in Canada.  Mr. McLeod, age 65, retired as President
and Chief Executive Officer of the Company in 1986, after serving in such
positions since 1984.  For more than five years prior thereto, Mr. McLeod
served as President of Samedan.  Mr. McLeod also currently serves as a director
of Noble Drilling International Ltd., a wholly-owned subsidiary of Noble
Drilling Corporation, and of Crestar Energy in Calgary, Alberta.  He has served
as director of the Company since 1977.

GUY W. NICHOLS -- Mr. Nichols has served as Chairman of the Board of Woods Hole
Oceanographic Institution since 1985.  Prior to 1984, Mr.  Nichols was Chairman
and Chief Executive Officer of New England Electric System.  Mr. Nichols, age
68, also serves as a director of Nashua Corporation, State Mutual Life
Assurance Company of America and Allmerica Property & Casualty Companies, Inc.
Mr. Nichols has served as a director of the Company since 1986.

JOHN F. SNODGRASS -- Mr. Snodgrass currently serves as a trustee of the
Foundation and has served in such position since 1982.  Mr. Snodgrass is also
currently President Emeritus of the Foundation.  He retired as President and
Chief Executive Officer of the Foundation effective January 31, 1992, after
serving in such positions since 1982.  Prior thereto, Mr. Snodgrass was
President and Chief Executive Officer of Exchange National Bank and Trust
Company of Ardmore, Oklahoma, and until 1984, Mr. Snodgrass was Chairman of the
Board of the bank.  Mr. Snodgrass, age 68, also serves as a director of Noble
Drilling Corporation, Oklahoma Gas and Electric Company, Exchange National Bank
and Trust Company of Ardmore, Oklahoma, and Centaur Pharmaceuticals, Inc. of
Sunnyvale, California.  He has served as a director of the Company since 1978.


                 INFORMATION CONCERNING THE BOARD OF DIRECTORS

      The Board of Directors held nine meetings in 1993.  Each nominee for
director attended every meeting of the Board and every meeting of the Board
committees on which he served, except that one director was absent from one
Board meeting.

COMMITTEES OF THE BOARD

      The Company does not have a standing nominating committee or any other
committee that performs a similar function.  The committees of the Board, the
current members and the primary functions of the committees are as follows:

      COMPENSATION AND BENEFITS COMMITTEE -- Roy Butler, Chairman; George J.
      McLeod; and John F. Snodgrass.  The primary responsibilities of the
      compensation committee are to fix annual salaries and bonuses of the
      officers of the Company, including those officers who are also directors,
      and to administer the Company's employee stock option plans.  The
      compensation committee held five meetings during 1993.

      AUDIT COMMITTEE -- John F. Snodgrass, Chairman; Edward F. Cox; Harold F.
      Kleinman; and Guy W. Nichols.  The primary responsibilities of the audit
      committee are 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.  During 1993 the audit committee held three meetings.

      EXECUTIVE COMMITTEE -- Robert Kelley, Chairman; Roy Butler; Harold F.
      Kleinman; and John F. Snodgrass.  The primary responsibilities of the
      executive committee are to exercise the authority of the Board during the
      intervals between meetings of the Board.  During 1993 the executive
      committee held one meeting.

      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.  The current
members of the compensation committee identified above were the only persons
who served on such committee during 1993.  Mr. Butler and





                                      -4-

<PAGE>   7



Mr. McLeod were formerly officers of the Company.  See "Election of Directors"
in this proxy statement for a description of the prior business experience and
principal employment of Messrs. Butler and McLeod.


COMPENSATION OF DIRECTORS

      Directors who are not officers of the Company or any of its subsidiaries
receive an annual retainer of $20,000 and a fee of $1,000 for each Board or
committee meeting attended.  Each director who is such an officer receives a
fee of $100 for each Board meeting attended.  The chairman of each committee
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.

      STOCK OPTION PLAN.  The 1988 Nonqualified Stock Option Plan for
Non-Employee Directors 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 was adopted by the Board of Directors in 1988 and
approved by shareholders at the 1989 annual meeting.  The plan as originally
adopted provided for the grant of nonqualified stock options and SARs but was
amended during 1993 to eliminate the granting of SARs.  An aggregate of 250,000
shares of Common Stock has been reserved for issuance under 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 the fair
market value of the share on the grant date of such option.

      As of July 1, 1993, each of Messrs. Butler, Cox, McLeod, Nichols and
Snodgrass was granted an option under the plan covering 6,000 shares of Common
Stock at the average per share exercise price of $24.625.  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 ten years after such grant date, unless expiring sooner
due to termination of service or death, or unless such option is fully
exercised prior to the end of such ten-year period.

 
            SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

      The tabulation below sets forth as of December 31, 1993, beneficial
ownership of shares of Common Stock by the eight nominees for director and each
named executive officer listed in the Summary Compensation Table included
elsewhere in this proxy statement.  The tabulation also sets forth the number
of shares of Common Stock beneficially owned as of that date by all directors
and executive officers of the Company as a group.





                                      -5-

<PAGE>   8




<TABLE>
<CAPTION>
 
                                                                       COMMON STOCK BENEFICIALLY OWNED(1)
                                                                    -------------------------------------------
                                                                     NUMBER                          PERCENT OF
NAME                                                                OF SHARES                         CLASS(2) 
- ----                                                                ---------                        ----------
<S>                                                                  <C>                               <C>
Director

Roy Butler  . . . . . . . . . . . . . . . . . . . . . . . .             26,377 (3)                       --
Edward F. Cox . . . . . . . . . . . . . . . . . . . . . . .             23,000 (4)                       --
James C. Day  . . . . . . . . . . . . . . . . . . . . . . .                 18                           --
Robert Kelley . . . . . . . . . . . . . . . . . . . . . . .             54,051 (5)                       .1%
Harold F. Kleinman  . . . . . . . . . . . . . . . . . . . .                200 (6)                       --
George J. McLeod  . . . . . . . . . . . . . . . . . . . . .             25,021 (7)                       --
Guy W. Nichols  . . . . . . . . . . . . . . . . . . . . . .             26,000 (8)                       --
John F. Snodgrass . . . . . . . . . . . . . . . . . . . . .          6,783,708 (9)(10)                 13.6%

Named Executive Officers (excluding
  any director named above) and Group

William D. Dickson  . . . . . . . . . . . . . . . . . . . .             34,397 (11)                      --
Boyce Perry . . . . . . . . . . . . . . . . . . . . . . . .             19,924 (12)                      --
W. A. Poillion  . . . . . . . . . . . . . . . . . . . . . .             38,414 (13)                      --
James C. Woodson  . . . . . . . . . . . . . . . . . . . . .             53,021 (14)                      .1%
All directors and executive
  officers as a group (13 persons)  . . . . . . . . . . . .          7,120,317 (15)                    14.3%
</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 15,000 shares not outstanding but subject to currently
      exercisable options.
(4)   Includes 22,000 shares not outstanding but subject to currently
      exercisable options.
(5)   Includes 52,666 shares not outstanding but subject to currently
      exercisable options.
(6)   Consists of 200 shares held as joint tenant with Mr. Kleinman's spouse.
(7)   Includes 15,000 shares not outstanding but subject to currently
      exercisable options.
(8)   Includes 21,000 shares not outstanding but subject to currently
      exercisable options.
(9)   Includes 6,758,853 shares held of record by the Foundation.  Under the
      rules and regulations of the Securities and Exchange Commission, such
      shares are required to be included in the foregoing table as
      "beneficially owned" because Mr. Snodgrass possesses shared voting and
      investment power with respect thereto as one of nine 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, Mr.
      Snodgrass does not represent sufficient voting power on the Foundation's
      board of trustees to determine voting or investment decisions with
      respect to the 6,758,853 shares.  Mr. Snodgrass disclaims any pecuniary
      interest in the 6,758,853 shares.
(10)  Includes 460 shares held as joint tenant with Mr. Snodgrass' spouse.
      Also includes 20,000 shares not outstanding but subject to currently
      exercisable options.
(11)  Includes 34,138 shares not outstanding but subject to currently
      exercisable options.
(12)  Includes 15,000 shares not outstanding but subject to currently
      exercisable options.
(13)  Includes 33,437 shares not outstanding but subject to currently
      exercisable options.
(14)  Includes 47,774 shares not outstanding but subject to currently
      exercisable options.
(15)  Includes 310,672 shares not outstanding but subject to currently
      exercisable options and 6,758,853 shares held of record by the
      Foundation, as to which Mr. Snodgrass possesses shared voting and
      investment power as a trustee of the Foundation and in which he disclaims
      any pecuniary interest.





                                      -6-

<PAGE>   9




                             EXECUTIVE COMPENSATION

      The following report of the compensation and benefits 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 Securities
and Exchange Commission ("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 AND BENEFITS COMMITTEE ON EXECUTIVE COMPENSATION

To the Shareholders
of Noble Affiliates, Inc.:

      As members of the compensation and benefits committee (the "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, except for decisions about grants or awards under the 1992 Stock Option
and Restricted Stock Plan of the Company, which must be made solely by the
Committee in order to satisfy the condition of disinterested administration of
such plan under the applicable Federal securities laws and regulations.

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 shareholders 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 of 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 shareholders in the enhancement of shareholder value.

COMPENSATION PROGRAM FOR 1993

      For 1993, 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 which are conducted by independent compensation consultants,
      including William M. Mercer,





                                      -7-

<PAGE>   10



      Incorporated ("Mercer") and KPMG Peat Marwick, 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.
      Twelve of the 16 companies included in the Dow Jones Total Return Index
      for Secondary Oil Companies referenced in the performance graph contained
      herein are included in the Energy 27 Group.  The Committee analyzes the
      information and makes annual adjustments effective January 1st based on
      performance, incumbent length of service in the executive position and
      cost of living.  The policy of the Committee generally is to establish
      base salary levels that approximate survey averages, and as such, the
      salary levels for 1993 were within five percent, plus or minus, of the
      applicable average.

            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 those geologists
      employed by the Company who choose to be covered by the geological
      incentive 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 25 percent, with factors of 25 percent
      for the CEO and operating committee members of Samedan Oil Corporation
      ("Samedan"), the principal operating subsidiary of the Company, and 20
      percent for the other executive officers.  An aggregate pre-adjustment
      bonus pool is determined for each division and department.

            Annual performance goals for the Company and its divisions are
      weighted with respect to four criteria as follows: cost of finding and
      developing new reserves (40 percent), new reserves added (40 percent),
      cash flow from operations (20 percent for division; 10 percent for
      Company) and consolidated net income (10 percent for 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.  Annual performance goals are subject
      to revision, in the discretion of the full Board in the event of changed
      conditions since December of the preceding goal year, provided any such
      revision is made no later than the date of the Board of Directors meeting
      regularly held the day preceding the Company's annual meeting of
      shareholders in the plan year.  For 1993, the Board adjusted the annual
      performance goals for new reserves added by 3%, cash flow from operations
      by 3% and consolidated net income by 1%.  Such changes reflected minor
      adjustments to volume and price forecasts as well as minor adjustments to
      the Company's estimates of exploratory and capital expenditures for 1993
      and no significant changes in conditions occurred from the time of the
      construction of the original budget in December 1992, to approval of the
      revised budget in April 1993.

            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.  Using these percentages,
      the bonus received by an executive officer will not exceed 50 percent of
      his salary.

            1992 STOCK OPTION AND RESTRICTED STOCK PLAN (THE "OPTION PLAN"):
      The Option Plan is designed to align a significant portion of the
      executive compensation program with shareholder interests.  The Option
      Plan, which was approved by shareholders in 1992, permits the use of
      several different types of stock-based grants or awards:  nonqualified,
      incentive, or discount stock options (with or without stock appreciation
      rights) and restricted stock.  To date only nonqualified stock options
      have been granted under the Option Plan.  (Certain of the nonqualified
      stock options which were granted in 1992 included tandem stock
      appreciation rights which were subsequently rescinded during 1993.)





                                      -8-

<PAGE>   11



            The options represent the right to purchase shares of Common Stock
      over a ten-year period at the fair market value per share as of the date
      the option is granted.  The options vest at the rate of one-third per
      year commencing on the first anniversary of the grant date.

            During 1991, the Company engaged Mercer to advise the Committee as
      to appropriate grant guidelines.  Mercer 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 16 companies it considered comparable to the Company in
      business and scope.  The recommendation of Mercer ranged from 0.3 to 0.5
      at the lower levels of employees, from 1.2 to 2.1 for vice presidents and
      from 1.5 to 2.6 at the CEO level.  On the basis of the recommendation of
      Mercer, the Committee in 1991 adopted grant multiples that ranged from
      0.3 to 2.0, which fell approximately in the middle of the Mercer
      recommended range, with multiples of 2.0 for the CEO and 1.5 for other
      executive officers.  The Committee has not undertaken since 1991 to
      formally reassess the adopted grant multiples.  Four of the companies
      included in Mercer's analysis are four of the 16 companies included in
      the Dow Jones Total Return Index for Secondary Oil Companies referenced
      in the performance graph contained herein.

            The number of shares granted is determined by dividing (i) the sum
      of the optionee's annual base salary plus target bonus multiplied times
      the applicable grant multiple by (ii) the fair market value per share of
      the underlying Common Stock on the calculation date.  The Committee, in
      its discretion, can adjust the number of shares granted under this plan
      from the number determined under the grant guidelines.  Options granted
      to executive officers in 1993 were based on the guidelines described
      above using a fair market value on grant date of $24.875.

1993 COMPENSATION OF CEO

      The 1993 salary of Mr. Kelley was determined in January 1993 as a
function of performance and competitive factors at that time.  Mr.  Kelley's
1993 salary was increased five percent over his 1992 salary, reflecting
consideration of competitive data provided by Mercer and the assessment by the
Committee and the Board of the Company's 1992 results of operations under Mr.
Kelley's leadership.  As a result, Mr. Kelley's 1993 salary fell within the
range discussed above in the last sentence under "Compensation Program for 1993
- -Base Salary" in this report.

      In determining the amount of bonus paid to Mr. Kelley for 1993, the
Committee applied the performance goals' criteria discussed above under "Annual
Incentive Bonus Plan" which resulted in an applicable multiplier under the plan
of 1.2.  This factor of 1.2 multiplied times the target bonus for Mr. Kelley
produced a calculated bonus of $94,500.

      In 1993, the Committee granted Mr. Kelley an option to purchase 31,875
shares of Common Stock pursuant to the Option Plan.  In granting this option,
the Committee used a grant multiplier of 2.0 (see "1992 Stock Option and
Restricted Stock Plan" above), which took into account Mr. Kelley's level of
responsibility and was based on the recommendation of Mercer.

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 directors,
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,





                                      -9-

<PAGE>   12



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 shareholders and, because the participant purchases the interest for fair
value and shares the same risk as Samedan, does not consider the operation of
the policy to be compensatory in nature.  The Committee has responsibility for
administering the policy.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

      The Omnibus Budget Reconciliation Act of 1993 contains provisions which
limit the tax deductibility of executive compensation in excess of $1 million
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 Committee could in the future determine, taking into consideration
the relevant factors then in existence, to make awards or approve compensation
that does not qualify for a compensation deduction for tax purposes, if the
Committee believes it is in the Company's interest to do so.

SUMMARY

      The Committee believes that linking executive compensation to corporate
performance results in a better alignment of compensation with corporate goals
and shareholder interests.  As performance goals are met or exceeded, resulting
in increased value to shareholders, executive officers are rewarded
commensurately.  The Committee believes that compensation levels during 1993
adequately reflect the compensation goals and policies of the Company.

      March 24, 1994                              Roy Butler, Chairman
                                                  George J. McLeod
                                                  John F. Snodgrass
                                                 




                                      -10-

<PAGE>   13




      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.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  Long Term
                                                                                Compensation
                                                 Annual Compensation               Awards
                                  -----------------------------------------     ------------
                                                                     Other                                 
                                                                    Annual          Stock         All Other
            Name and                                                Compen-        options         Compen- 
           Principal                                                sation       (number of        sation  
            Position              Year   Salary ($)   Bonus ($)     ($)(1)       shares)(2)        ($)(1)   
            --------              ----   ----------   ---------    --------      ----------      -----------
 <S>                              <C>      <C>         <C>           <C>           <C>             <C>
 Robert Kelley, Chief             1993     315,000      94,500       2,739         31,875           8,994(3)
 Executive Officer                1992     300,000     115,000       1,992         44,000           8,728
                                  1991     255,000      76,500                     12,000


 James C. Woodson, Vice           1993     180,000      54,000       1,932         13,662           9,916(4)
 President - Exploration and      1992     173,400      52,020       1,961         20,322           9,605
 Operating Committee member of    1991     165,200      49,560                     12,000
 Samedan

 W.A. Poillion, Vice President    1993     149,750      44,924       1,943         11,367           8,976(3)
 - Production and Drilling and    1992     141,750      42,526       1,900         16,611           8,284
 Operating Committee member of    1991     135,000      40,500                      9,000
 Samedan


 William D. Dickson, Vice         1993     142,000      44,080       1,974         10,347           6,097(5)
 President - Finance and          1992     137,000      57,880       1,914         15,414           5,762
 Treasurer                        1991     130,500      31,320                      9,000

 Boyce Perry, Vice                1993     129,800      38,940       1,979          9,852          10,120(6)
 President - Marketing and        1992     124,800      62,440       1,900         14,625           9,691
 Operating Committee              1991     120,000      36,000                      9,000
 member of Samedan
</TABLE>


___________________________________

(1)   In accordance with the specific SEC transition provisions applicable to
      the Other Annual Compensation and All Other Compensation columns,
      information for 1991 is not presented.
(2)   Options represent the right to purchase shares of Common Stock at a fixed
      price per share.
(3)   Consists of Company contribution to defined contribution plan.
(4)   Consists of Company contribution to defined contribution plan of $8,994
      and term life insurance premiums of $922.
(5)   Consists of Company contribution to defined contribution plan of $5,964
      and term life insurance premiums of $133.
(6)   Consists of Company contribution to defined contribution plan of $7,800
      and term life insurance premiums of $2,320.





                                      -11-

<PAGE>   14



      The following table sets forth certain information with respect to
options to purchase Common Stock granted during the year ended December 31,
1993 to each of the named executive officers.

                             OPTION GRANTS IN 1993


<TABLE>
<CAPTION>
                                                                                               Potential
                                                                                          Realizable Value at
                                                                                             Assumed Annual      
                                                                                                Rates of    
                                                                                              Stock Price
                                                                                             Appreciation
                                         Individual Grants                                 for Option Term    
- -------------------------------------------------------------------------------------   ----------------------
                                    Options     % of Total
                                    Granted      Options       Exercise
                                  (number of    Granted to     or Base
                                    shares)     Employees       Price      Expiration
              Name                    (1)         in 1993       ($/sh)        Date       5%($)(2)   10%($)(3)
              ----                 ---------    ----------     --------    ----------    --------   ---------
<S>                                 <C>           <C>          <C>           <C>         <C>        <C>
Robert Kelley . . . .               31,875        13.2%        $24.875       7/26/03     498,684    1,263,684

James C. Woodson                    13,662         5.7%        $24.875       7/26/03     213,742      541,630

W.A. Poillion . . . .               11,367         4.7%        $24.875       7/26/03     177,837      450,645

William D. Dickson  .               10,347         4.3%        $24.875       7/26/03     161,879      410,207

Boyce Perry . . . . .                9,852         4.1%        $24.875       7/26/03     154,134      390,582
</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 33 1/3 percent per year
      commencing on the first anniversary of the grant date.  See footnote 2 to
      the Summary Compensation Table included elsewhere herein for additional
      information on options.
(2)   Represents an assumed market price per share of Common Stock of $40.52.
(3)   Represents an assumed market price per share of Common Stock of $64.52.





                                      -12-

<PAGE>   15



      The following table sets forth certain information with respect to the
exercise of options to purchase Common Stock during the year ended December 31,
1993, and the unexercised options held at December 31, 1993 and the value
thereof, by each of the named executive officers.


                      AGGREGATED OPTION EXERCISES IN 1993
                           AND 12/31/93 OPTION VALUES


<TABLE>
<CAPTION>
                                                          Number of
                                                         Unexercised                     Value of
                                                          Options at                   Unexercised
                                                         December 31,                  In-the-Money
                                                         1993 (number                   Options at
                                                          of shares)                December 31, 1993($)    
                                                  --------------------------    ---------------------------
                          Shares
                         Acquired       Value
Name                   on Exercise   Realized($)  Exercisable  Unexercisable    Exercisable   Unexercisable
- ---------------------  -----------   -----------  -----------  -------------    -----------   -------------
<S>                      <C>        <C>              <C>           <C>             <C>            <C>
Robert Kelley . . . . .     -            -           52,666        65,209          591,910        385,137

James C. Woodson  . . .  20,184     260,767          47,774        31,210          580,075        203,600

W.A. Poillion . . . . .     -             -          33,437        25,441          427,807        163,309

William D. Dickson  . .   8,800     114,025          34,138        23,623          409,578        153,970

Boyce Perry . . . . . .  10,875     114,187          15,000        22,602          220,500        148,104
</TABLE>






                                      -13-

<PAGE>   16



DEFINED BENEFIT PLAN

      The following table illustrates the estimated annual retirement benefits
payable upon retirement (including amounts attributable to the non-qualified
excess benefit plan) to a person age 65 in specified average salary and years
of service classifications.  The estimates assume that benefits are received in
the form of a ten-year certain and life annuity.

                               PENSION PLAN TABLE



<TABLE>
<CAPTION>
                                               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>
              $100,000  . . . . . .       $24,660          $40,000        $41,101       $49,321       $49,321
               150,000  . . . . . .        37,785           60,000         62,976        75,571        75,571
               200,000  . . . . . .        50,911           80,000         84,851       101,821       101,821
               250,000  . . . . . .        64,036          100,000        106,726       128,071       128,071
               300,000  . . . . . .        77,161          120,000        128,601       154,321       154,321
               350,000  . . . . . .        90,285          140,000        150,475       180,571       180,571
               400,000  . . . . . .       103,410          160,000        172,351       206,821       206,821
               450,000  . . . . . .       116,535          180,000        194,326       233,071       233,071
</TABLE>



         The Company's defined benefit plan covers substantially all full-time
employees.  Contributions are made only by the Company and its subsidiaries and
are actuarially determined to fund estimated benefit requirements.  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).  The amount of retirement benefit is not subject to any
deductions for social security or any other offset amounts.

          Final average monthly compensation is defined in the retirement plan
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
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.  Compensation covered by the
defined benefit plan includes a participant's Salary, Bonus and $100 of Other
Annual Compensation reported in the Summary Compensation Table included
elsewhere herein.  However, no compensation paid to a participant in excess of
$150,000 in 1994 will be considered "compensation" for purposes of the
retirement plan.  Therefore, all of the Company's executive officers' current
compensation covered by the plan is limited to $150,000.

         As of December 31, 1993, the named executive officers had the
following approximate number of years of credited service for retirement
purposes:  Mr. Kelley--18; Mr. Woodson--19; Mr. Poillion--17; Mr. Dickson--15;
and Mr. Perry--28.





                                      -14-

<PAGE>   17



P
ERFORMANCE GRAPH

         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.

              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>
                                             1988   1989   1990   1991   1992   1993
                                             ----   ----   ----   ----   ----   ----
 <S>                                         <C>    <C>    <C>    <C>    <C>    <C>
 Company                                     100    137    117    114    149    225
 S&P 500 Index                               100    132    128    166    179    197
 Dow Jones Total Return Index for Secondary  100    136    113    111    112    124
   Oil Companies(3)
</TABLE>


(1)      Total return assuming reinvestment of dividends.  Assumes $100
         invested on January 1, 1989 in Common Stock, the S&P 500 Index and the
         Dow Jones Total Return Index for Secondary Oil Companies.
(2)      Fiscal year ending December 31.

                                (footnotes to table continued on following page)





                                      -15-

<PAGE>   18



(3)      Comprised of the following companies: Amerada Hess Corporation,
         Anadarko Petroleum Corporation, Ashland Oil, Inc., Burlington
         Resources Inc., Kerr McGee Corporation, The Louisiana Land and
         Exploration Company, MAPCO Inc., Murphy Oil Corporation, Noble
         Affiliates, Inc., Occidental Petroleum Corporation, Oryx Energy
         Company, Pennzoil Company, Quaker State Corporation, Santa Fe Energy
         Resources, Inc., Union Texas Petroleum Holdings, Inc., and Valero
         Energy Corporation.



                              CERTAIN TRANSACTIONS


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Section 16(a) of the Exchange Act requires directors and officers of
the Company, and persons who 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
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.  Under the Section 16(a) rules as they
apply to trustees, the trustees of the Foundation are themselves deemed to be
more than 10 percent beneficial owners of the Company because such trustees
possess shared voting and investment power with respect to the securities of
the Company held by the Foundation.

         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, during the year ended December 31, 1993, all Section
16(a) filing requirements applicable to its directors, officers and more than
10 percent beneficial owners were complied with, with the exception of the
following: Ann Noble Brown and Mary Jane Noble, trustees of the Foundation, did
not file a Form 5 for the year ended December 31, 1993 and have not furnished
the Company with confirmation indicating that no such Form 5 was due; and Rusty
Noble, a trustee of the Foundation, has not filed an initial statement of
beneficial ownership on Form 3 or a Form 5 for the year ended December 31,
1993.


 
                           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 shareholders for ratification or approval.  Arthur
Andersen & Co., which has audited the Company's financial statements since
1989, has been appointed by the Board of Directors to audit the financial
statements of the Company for 1994.  Representatives of Arthur Andersen & Co.
are expected to be present at the meeting to respond to appropriate questions
from shareholders and will be given the opportunity to make a statement at the
meeting should they desire to do so.


                    SHAREHOLDER PROPOSALS AND OTHER MATTERS

         Shareholder proposals intended to be included in the Company's proxy
statement relating to the 1995 annual meeting of shareholders, which is
currently scheduled to be held on April 25, 1995, must be received by the
Company at its office in Ardmore, Oklahoma, addressed to the Secretary of the
Company, no later than November 24, 1994.

         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 $7,000 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.





                                      -16-

<PAGE>   19



         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.


                                                   NOBLE AFFILIATES, INC.


                                                     WILLIAM D. DICKSON
                                            VICE PRESIDENT-FINANCE AND TREASURER
Ardmore, Oklahoma
March 24, 1994





                                      -17-

<PAGE>   20
 

<TABLE>
<S>                                                         <C>
               NOBLE AFFILIATES, INC.                       THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                                                            The undersigned hereby appoints Robert Kelley and William D. Dickson,
                                                            and either 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. standing in the
                                                            name of the undersigned on March 14, 1994 at the annual meeting of
                                                            shareholders to be held on April 26, 1994 at Ardmore, Oklahoma, 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 24, 1994, and the proxy statement accompanying the
                                                            same, the receipt of which is hereby acknowledged.
1. Election of Directors
   FOR ALL NOMINEES WITH EXCEPTIONS NOTED / /               WITHHOLD AUTHORITY FOR ALL NOMINEES / /
</TABLE>

 
  Roy Butler, Edward F. Cox, James C. Day, Robert Kelley, Harold F. Kleinman,
              George J. McLeod, Guy W. Nichols, John F. Snodgrass
 
  (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
  THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
 
  ------------------------------------------------------------------------------
 
2. 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.
 
This proxy when duly executed will be voted in the manner directed herein by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.
 
                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
 
The undersigned hereby revokes any proxy or proxies heretofore given to
represent or vote such common stock and hereby ratifies and confirms all action
that said proxies, their substitutes, or any of them, might lawfully take in
accordance with the terms hereof.
                                                Dated:                    , 1994
 
                                                --------------------------------
 
                                                --------------------------------
                                                 Signature(s) of Shareholder(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 an officer of a
                                                corporation, please indicate
                                                your capacity or title.
 
                                                Please complete, date and sign
                                                this proxy and return it in the
                                                enclosed envelope, which
                                                requires no postage if mailed in
                                                the United States.