Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Director. On March 14, 2013, the board of directors of Noble Energy, Inc. (the "Company") increased the size of the board from nine to ten members and, to fill the resulting vacancy, elected Molly K. Williamson as a director effective as of that date to serve until the next annual meeting of the Company's stockholders, at which she will stand for reelection. As of the date of this report, Ms. Williamson has not been appointed to any committee of the Company's board of directors. The Company will file an amendment to this report to disclose any such appointment within four business days after the information is determined or becomes available. In connection with her appointment and pursuant to the Company's director compensation program for non-employee directors, Ms. Williamson will receive an annual retainer of $75,000 (pro rated for her period of service), plus a fee of $2,000 for each board or committee meeting attended, to be paid pro rata on a monthly basis. As a newly elected non-employee director, Ms. Williamson also received equity compensation valued at $250,000, consisting of a grant of 2,717 stock options and an award of 1,078 shares of restricted stock pursuant to the Company's 2005 Stock Plan For Non-Employee Directors. Ms. Williamson's compensation is consistent with the Company's other non-employee directors as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2012. Ms. Williamson also entered into the Company's customary form of indemnity agreement on March 14, 2013 upon her election to the board. A copy of the press release announcing Ms. Williamson's election to the Company's board of directors is attached to this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished as part of this report on Form 8-K:

99.1 Press release dated March 15, 2013.

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