LIMITED POWER OF ATTORNEY
	For Executing SEC Forms 3, 4 and 5


       The undersigned hereby constitutes and appoints
each of Kenneth M. Fisher, Arnold J. Johnson and Aaron G. Carlson,
signing singly, as the undersigned's true and lawful
attorneys-in-fact to:

(1)	execute for and on behalf of the
undersigned's capacity as a director or officer of
Noble Energy, Inc. (the "Company"),
SEC Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the rules
promulgated thereunder;

(2)	do and perform any and all acts for and on
behalf of the undersigned which may be
necessary or desirable to complete and
execute any such Form 3, 4 or 5 and timely
file such form with the United States
Securities and Exchange Commission and
any stock exchange or similar authority; and

(3)	take any other action of any type whatsoever
in connection with the foregoing which, in the
opinion of either such attorney-in-fact, may be
of benefit to, in the best interest of, or legally
required by, the undersigned, it being
understood that the documents executed by
either such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
signing attorney-in-fact may approve in his
discretion.

       The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney and the rights and powers
herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities
to comply with Section 16 of the Securities Exchange Act of
1934.

       This Limited Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to
file SEC Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities relating to the
Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

       IN WITNESS WHEREOF, the undersigned has
caused this Limited Power of Attorney to be executed
effective as of the 24th day of April 2013.




                          /s/ John T. Lewis
                         John T. Lewis
..

       IN WITNESS WHEREOF, the undersigned has
caused this Limited Power of Attorney to be executed