X0306 4 2017-04-24 1 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0001200313 SMITH JORDAN R 4538 SILVER DALE COURT CASTLE ROCK CO 80108 1 0 0 0 Common Stock, $0.10 par value 2017-04-24 4 D 0 400 D 0 I See footnote Common Stock, $0.10 par value 2017-04-24 4 D 0 1463 D 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 13, 2017 (the "Merger Agreement"), by and among the Issuer ("CWEI"), Noble Energy, Inc. ("Noble") and two indirect wholly owned subsidiaries of Noble, at the effective time of the merger (the "Effective Time"), each share of CWEI's common stock held by the Reporting Person converted into one of: (i) 3.7222 shares of Noble's common stock; (ii) $34.75 in cash and 2.7874 shares of Noble's common stock; or (iii) $138.39 in cash, subject to proration as provided in the Merger Agreement. Represents restricted shares of the CWEI's common stock ("CWEI restricted shares"). Pursuant to the Merger Agreement, at the Effective Time, each CWEI restricted share held by the Reporting Person was converted into 3.7222 restricted shares of Noble's common stock, subject to adjustments for fractional shares, if any. Includes 400 indirect ownership shares owned by the Reporting Person's spouse. /s/ Jordan R. Smith by Mel G. Riggs, as attorney-in-fact 2017-04-25