8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   November 6, 2008

_____________________________

NEWFIELD EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)

_____________________________

Delaware	1-12534	72-1133047
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

363 N. Sam Houston Parkway E., Suite 2020

Houston, Texas 77060

(Address of principal executive offices)

Registrant’s telephone number, including area code: (281) 847-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 6, 2008, the Compensation & Management Development Committee of the Board of Directors of Newfield Exploration Company (“Newfield”) amended and restated the Newfield Exploration Company Deferred Compensation Plan (the “Plan”) to allow participants to select Newfield’s common stock as one of the hypothetical investment options under the Plan.  A copy of the Plan is filed herewith as Exhibit 10.17.1 and is incorporated herein by reference.

On November 7, 2008, Newfield’s Board of Directors approved the amendment and restatement of the Change of Control Severance Agreements between Newfield and Messrs. George T. Dunn and Gary D. Packer to conform the terms of their agreements to those of Newfield’s other senior executive officers. A copy of the form of their Third Amended and Restated Change of Control Severance Agreement is filed herewith as Exhibit 10.19.6 and is incorporated herein by reference.

Item 8.01  Other Events

On November 7, 2008, Newfield’s Board of Directors amended and restated Newfield’s Corporate Code of Business Conduct and Ethics (including the addenda attached thereto, the “Corporate Code”).  The primary purpose was to update Newfield’s Insider Trading Policy to modify the trading preclearance procedures applicable to non-officer employees and to add an explicit prohibition on officers and directors holding Newfield securities in margin accounts or pledging them as collateral.  As of the date of the amendment and restatement, none of Newfield’s officers or directors held Newfield stock in a margin account or had pledged it as collateral.   In addition, the Corporate Code was amended and restated to further describe existing obligations under the Corporate Code and improve the overall clarity of the Corporate Code.  Newfield’s Corporate Code is available on Newfield’s website at www.newfield.com.

Item 9.01  Financial Statements and Exhibits

(d)	Exhibits
	10.17.1	Newfield Exploration Company Deferred Compensation Plan, amended and restated as of November 6, 2008
	10.19.6	Form of Third Amended and Restated Change of Control Severance Agreement between Newfield and each of
		George T. Dunn and Gary D. Packer dated effective as of November 7, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEWFIELD EXPLORATION COMPANY
Date:   November 10, 2008	By:	/s/ Brian L. Rickmers
		Brian L. Rickmers
		Controller

Exhibit Index

Exhibit No.	Description
10.17.1	Newfield Exploration Company Deferred Compensation Plan, amended and restated as of November 6, 2008
10.19.6	Form of Third Amended and Restated Change of Control Severance Agreement between Newfield and each of
	George T. Dunn and Gary D. Packer dated effective as of November 7, 2008

EX-10.17.1

Exhibit 10.17.1

NEWFIELD EXPLORATION COMPANY

DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED AS OF

NOVEMBER 6, 2008

NEWFIELD EXPLORATION COMPANY

DEFERRED COMPENSATION PLAN

AS AMENDED AND RESTATED AS OF NOVEMBER 6, 2008

W I T N E S S E T H:

WHEREAS, NEWFIELD EXPLORATION COMPANY, adopted the NEWFIELD EXPLORATION COMPANY DEFERRED COMPENSATION PLAN (the “Plan”) first effective as of April 1, 1997 and last amended and restated effective as of July 26, 2007;

WHEREAS, the Compensation Committee (as hereinafter defined) has reserved to itself in Section 10.4 the power to amend the Plan; and

WHEREAS, the Compensation Committee desires to amend the Plan to allow Members to select company stock as one of the hypothetical investment options under the Plan and to make certain additional amendments to the Plan to provide transitional relief in accordance with Section 409A of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE, the Plan hereby is amended and restated effective as of November 6, 2008, to read as follows:

TABLE OF CONTENTS

		Page
I.	Definitions and Construction	1
1.1	Definitions	1
1.2	Number and Gender	3
1.3	Headings	3
II.	Participation	3
2.1	Participation	3
2.2	Cessation of Active Participation	3
III.	Account Credits	4
3.1	Base Salary Deferrals	4
3.2	Bonus Compensation Deferrals	4
3.3	Special Rule for Performance-Based Compensation Bonus	5
3.4	Effect of 401(k) Plan Hardship Withdrawal	5
3.5	Company Deferrals	6
3.6	Earnings Credits	6
IV.	Vesting and In-Service Distributions	7
4.1	Vesting	7
4.2	In-Service Distributions	7
V.	Payment of Benefits	8
5.1	Payment Election Generally	8
5.2	Special Rule for 409A Transition Period Elections	8
5.3	Time of Benefit Payment	8
5.4	Form of Benefit Payment	9
5.5	Failure to Elect Form of Payment	9
5.6	Death	9
5.7	Acceleration of Payment	10
5.8	Designation of Beneficiaries.	10
5.9	Unclaimed Benefits	11
5.10	Delay of Payments Under Certain Circumstances	11
VI.	Administration of the Plan	11
6.1	Plan Committee Powers and Duties	11
6.2	Self-Interest of Members	12
6.3	Claims Review	12
6.4	Company to Supply Information	13
6.5	Indemnity	13
VII.	Administration of Funds	13
7.1	Payment of Expenses	13
7.2	Trust Fund Property	14
VIII.	Nature of the Plan	14
IX.	Participating Employers	15
X.	Miscellaneous	15
10.1	Not Contract of Employment	15
10.2	Alienation of Interest Forbidden	15
10.3	Withholding	15
10.4	Amendment and Termination	15
10.5	Severability	16
10.6	Governing Laws	16
10.7	Change of Control	16
10.8	Compliance with Section 409A	16

i 

I.

Definitions and Construction

1.1Definitions.  Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

Account:  A memorandum bookkeeping account, excluding a Stock Account, established on the records of the Company for a Member that is credited with amounts determined in accordance with Article III of the Plan.  As of any determination date, a Member’s benefit under the Plan shall be equal to the amount credited to his Account as of such date.  A Member shall have a 100% nonforfeitable interest in his Account at all times.

Board:  The Board of Directors of the Company.

Base Salary:  The base rate of cash compensation paid by the Company to or for the benefit of a Member for services rendered or labor performed while a Member including base pay a Member could have received in cash in lieu of (A) deferrals pursuant to Section 3.1 and (B) contributions made on his behalf to any qualified plan maintained by the Company or to any cafeteria plan under Section 125 of the Code maintained by the Company.

Bonus Compensation:  With respect to any Member for a Plan Year, an amount awarded under the Newfield Employee 1993 Incentive Compensation Plan or the Newfield Exploration Company 2003 Incentive Compensation Plan.

Change of Control:  The occurrence of any of the following:

(1)           the Company is not the surviving Person (as such term is defined below in this definition) in any merger, consolidation or other reorganization (or survives only as a subsidiary of another Person);

(2)            the consummation of a merger or consolidation of the Company with another Person pursuant to which less than 50% of the outstanding voting securities of the surviving or resulting corporation are issued in respect of the capital stock of the Company;

(3)           the Company sells, leases or exchanges all or substantially all of its assets to any other Person;

(4)           the Company is to be dissolved and liquidated;

(5)           any Person, including a “group” as contemplated by Section13(d)(3) of the Securities Exchange Act of 1934, acquires or gains ownership or control (including the power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power); or

(6)           as a result of or in connection with a contested election of directors, the Persons who were directors of the Company before such election cease to constitute a majority of the Board.

1

Notwithstanding the foregoing, the definition of “Change of Control” shall not include (A) any merger, consolidation, reorganization, sale, lease, exchange, or similar transaction involving solely the Company and one or more Persons that were wholly owned, directly or indirectly, by the Company immediately prior to such event or (B) any event that is not a “change in control” for purposes of Section 409A.  For purposes of this definition, “Person” shall mean any individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated organization or association or other legal entity of any kind.

Code:  The Internal Revenue Code of 1986, as amended.

Compensation Committee:  The Compensation & Management Development Committee of the Board.

Company:  Newfield Exploration Company.

Company Deferrals:  Deferrals made by the Company on a Member’s behalf pursuant to Section 3.5.

Company Stock:  The common stock of Newfield Exploration Company.

Effective Date:  April 1, 1997.

Member:  Each individual who is a Member pursuant to Article II.

Plan:  The Newfield Exploration Company Deferred Compensation Plan.

Plan Committee:  The individual or committee that is authorized by the Compensation Committee to administer the Plan.  The Plan Committee may delegate pursuant to a written authorization (including, by way of illustration, through a contract, memorandum, or other written delegation document) any or all if its responsibilities set forth in the Plan to one or more individuals, committees or service providers.  In any case where the Plan refers to the Plan Committee, such reference is deemed to be a reference to any delegate of the Plan Committee appointed for such purpose.

Plan Year:  The twelve-consecutive month period commencing January 1 of each year; provided, however, that the first Plan Year began on April 1, 1997 and ended on December 31, 1997.

Section 409A:  Section 409A of the Code and any applicable regulations or rulings thereunder.

Separation from Service:   A “separation from service” within the meaning of Section 409A(a)(2)(a)(i) of the Code.

Specified Employee: On any date in the applicable period, any employee of the Company or any affiliate of the Company that would be considered a single employer with the Company under Section 414(a) and (b) of the Code who was a “key employee” within the meaning of Section 416(i) of the Code (without regard to paragraph (5) thereof) at any time during the 12-month period ending on the identification date.   For the period beginning January 1, 2005 and ending March 31, 2006, the identification date is December 31, 2004.  Thereafter, the applicable period is each 12-month period beginning on April 1, 2006 and each subsequent April 1 and  the identification date for each such period is the immediately preceding December 31.  For example, for the period beginning April 1, 2006, the identification date is December 31, 2005.  Specified Employees shall be determined in accordance with Section 409A.

2

Stock Account:  The bookkeeping account specifically established for a Member that includes amounts determined in accordance with Section 3.6(b).

Trust:  The trust, if any, established under the Trust Agreement.

Trust Agreement:  The agreement, if any, entered into between the Company and the Trustee pursuant to Article VIII.

Trust Fund:  The funds and properties, if any, held pursuant to the provisions of the Trust Agreement, together with all income, profits and increments thereto.

Trustee:  The trustee or trustees appointed by the Plan Committee who are qualified and acting under the Trust Agreement at any time.

1.2Number and Gender.  Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular.  The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

1.3Headings.  The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

II.

Participation

2.1Participation.  Prior to January 1, 2007, Members are those employees of the Company, whose Base Salary exceeds an amount equal to (i) the limitation on elective deferrals provided in Code Section 402(g) ($9,500 for 1997) with such amount to be adjusted automatically to reflect any cost of living adjustment authorized by Section 402(g)(5) of the Code, divided by (ii) the decimal 0.08.  However, for periods on or after January 1, 2007, Members are those employees of the Company who are designated by the Compensation Committee as eligible to participate in the Plan.  The Plan Committee shall notify each employee who is a Member.

2.2Cessation of Active Participation.  Notwithstanding any provision herein to the contrary, an employee who is a Member shall cease to be entitled to defer Base Salary and/or Bonus Compensation hereunder or receive an allocation of Company Deferrals effective for payroll periods commencing after the first date the employee ceases to be a Member.  Any such Compensation Committee action shall be communicated to the affected individual prior to the effective date of such action.

3

III.

Account Credits

3.1Base Salary Deferrals.  Any Member may elect to defer receipt of an integral percentage of from 1% to 90% of his Base Salary for services to be performed during any Plan Year.  A Member’s election to defer receipt of a percentage of his Base Salary for any Plan Year shall be made on or before the last day of the preceding Plan Year; provided, however, a Member’s election to defer receipt of a percentage of his Base Salary for the Plan Year beginning April 1, 1997 shall be made on or before March 31, 1997.  Notwithstanding the foregoing, if any individual initially becomes a Member other than on the first day of a Plan Year, and, after December 31, 2004, who is treated under Section 409A as first becoming eligible to participate in an “account balance” plan maintained by the Company, such individual may elect to defer receipt of a percentage of his Base Salary for such Plan Year no later than 30 days after he first becomes a Member.  Such election shall apply only to a pro rata portion of his Base Salary for such Plan Year based upon the number of days remaining in such Plan Year after the date of the election divided by 365 (or 366 if a leap year).  Any such election after December 31, 2004 shall be effective for payroll periods commencing after the date of the election.   Base Salary for a Plan Year not deferred by a Member pursuant to this Section 3.1 shall be received by such Member in cash except as provided by any other plan maintained by the Company.  Deferrals of Base Salary under the Plan shall be made before elective deferrals or contributions of Base Salary under any other plan maintained by the Company.  Deferrals of Base Salary made by a Member for a Plan Year shall be credited to such Member’s Account as of the date the Base Salary deferrals would have been received by such Member in cash had no deferrals been made pursuant to this Section 3.1.  Except as provided in Section 3.4, deferral elections of Base Salary for a Plan Year pursuant to this Section 3.1 shall be irrevocable through the end of the Plan Year for which they are made.

3.2Bonus Compensation Deferrals.  Any Member may elect to defer receipt of an integral percentage of from 1% to 100% of his Bonus Compensation for any Plan Year.  Such election may apply to the Member’s current award or deferred award under the Newfield Employee 1993 Incentive Compensation Plan or the Newfield Exploration Company 2003 Incentive Compensation Plan for a Plan Year.  A separate election may be made with respect to each type of Bonus Compensation (current or deferred) that otherwise would be paid in cash.  A Member’s election to defer receipt of a percentage of his Bonus Compensation for any Plan Year shall be made on or before the last day of the preceding Plan Year.  For Bonus Compensation earned with respect to services performed after December 31, 2004, the election to defer Bonus Compensation must be made in the Plan Year preceding the Plan Year in which the bonus period begins.  For example, if  Bonus Compensation for 2007 is paid in 2008, the election to defer the 2007 Bonus Compensation must be made in 2006.  Notwithstanding the foregoing, (1) a Member’s election to defer receipt of a percentage of his Bonus Compensation for the Plan Year beginning April 1, 1997, may be made on or before March 31, 1997 and (2) if any individual initially becomes a Member other than on the first day of a Plan Year, and, after December 31, 2004, such individual is treated under Section 409A as first becoming eligible to participate in an “account balance” plan maintained by the Company, such Member’s election to defer receipt of a percentage of his Bonus Compensation for such Plan Year may be made no later than 30 days after he becomes a Member, but such election shall apply only to a pro rata portion of his Bonus Compensation for such Plan Year based upon the number of complete months remaining in such Plan Year divided by twelve in the case of Bonus Compensation deferred before 2006 and for Bonus Compensation deferred in 2006 and thereafter, based on the number of days remaining in the Plan Year divided by 365.  Deferrals of Bonus Compensation under the Plan shall be made before elective deferrals or contributions of Bonus Compensation under any other plan maintained by the Company.  Bonus Compensation deferrals made by a Member shall be credited to such Member’s Account as of the date the Bonus Compensation deferral would have been received by such Member had no deferral been made pursuant to this Section 3.2.  Except as provided in Section 3.4, deferral elections of Bonus Compensation for a Plan Year pursuant to this Section 3.2 shall be irrevocable.

4

3.3Special Rule for Performance-Based Compensation Bonus.  In the event that the Company offers bonus compensation that constitutes “performanced-based compensation” within the meaning of Section 409A, a Member may elect at least 6 months before the end of a performance period to defer an integral percentage of from 1% to 100% of his performance-based compensation bonus for services performed during a performance period; provided that (i) the performance period must be at least 12 months; (ii) performance criteria are established in writing not later than 90 days after commencement of the performance period; (iii) the Member must be a Member continuously from the date upon which the performance criteria for the particular performance period were established through the date of his election; and (iv) at the time of the election, the performance-based compensation bonus is not substantially certain to be paid or is not readily ascertainable.  Deferrals of performance-based compensation under the Plan shall be made before elective deferrals or contributions of performance-based compensation under any other plan maintained by the Company.  Performance-based compensation deferrals made by a Member shall be credited to such Member’s Account as of the date the performance-based compensation would have been received by such Member had no deferral been made pursuant to this Section 3.3.  Except as provided in Section 3.4, deferral elections of performance-based compensation for a Plan Year pursuant to this Section 3.3 shall be irrevocable.

    3.4Effect of 401(k) Plan Hardship Withdrawal or Unforseeable Emergency.           

    (a)           Effect of 401(k) Plan Hardship Withdrawal.  Effective January 1, 2007, the deferral election of a Member who has taken a hardship withdrawal pursuant to the Company’s 401(k) plan shall automatically be cancelled effective immediately upon such withdrawal and for the remainder of the Plan Year in which the withdrawal is made and any subsequent Plan Year in which deferrals under the 401(k) plan are suspended.  Such Member may recommence participation in the Plan only during an annual enrollment period and his election shall not become effective until the beginning of the Plan Year following the annual enrollment period.

(b)           Effect of Unforeseeable Emergency.   Effective January 1, 2007, a Member’s deferral election shall be cancelled if, in the determination of the Plan Committee, such Member has experienced a severe financial hardship resulting from an illness or accident of the Member, the spouse of the Member or a dependent (as defined in Section 152(a) of the Code) of the Member, loss of the Member’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Member.

5

3.5Company Deferrals.  For each Plan Year during which a Member has made the maximum elective contributions under the Newfield Exploration Company 401(k) Plan pursuant to Section 402(g) of the Code, the Company shall credit a Member’s Account with an amount equal to 100% of the compensation deferrals made by such Member pursuant to Sections 3.1, 3.2 or 3.3 (as modified by Section 3.4) of the Plan, with such amounts being limited to 8% of a Member’s Base Salary for such Plan Year and reduced by the amount of Company matching contributions made for the account of the Member under the Newfield Exploration Company 401(k) Plan for such Plan Year or such lesser amount as may be credited consistent with Section 409A.  Company Deferrals made on a Member’s behalf shall be credited to his Account in accordance with the procedures established from time to time by the Plan Committee.

3.6Earnings Credits.           

(a)           Member’s Account.  As of the last day of each calendar quarter, a Member’s Account shall be credited with an amount of earnings based upon the balance of such Member’s Account for each day during such calendar quarter and utilizing an interest rate equal to for periods before 2003, the prime-based borrowing rate option established in the Company’s  revolving credit facility (or in the absence thereof the prime rate of interest of The Chase Manhattan Bank, N.A. or its successor) and for periods after 2002 and before 2007 the highest coupon rate paid on the Company’s public debt.  Interest shall be computed as the average on a daily basis using a 365 or 366 day year as the case may be, and the actual days elapsed (including the first day but excluding the last day) occurring in the calendar quarter for which such interest is payable.  So long as there is any balance in a Member’s Account, such Account shall continue to receive earnings credits pursuant to this Section 3.6(a).  Beginning January 1, 2007, the Plan Committee from time to time shall select one or more investment funds that will serve as hypothetical investment options for a Member’s Account (“phantom investment funds”).  The Plan Committee may establish limits on the portion of an Account that may be hypothetically invested in any phantom investment fund or in any combination of phantom investment funds.  Each Member shall elect pursuant to procedures established by the Plan Committee to treat the amounts credited to his Account as if they were invested in one or more phantom investment funds (a “phantom investment election”).  A Member may change his phantom investment election in accordance with the Plan Committee’s procedures.  Any phantom investment election shall be effective only if made in accordance with the Plan Committee’s procedures.  The Plan Committee shall cause the Member’s Account to be adjusted for any earnings and losses as if it were invested in accordance with the Member’s phantom investment election.  Such adjustments shall be made until his Account is distributed in full.

6

(b)           Member’s Stock Account.  Effective November 6, 2008, in lieu of having amounts credited with the phantom investment funds in accordance with Section 3.6(a), a Member may elect to have all or part of the Member’s deferred amounts (in whole percentage increments) credited in the form of Company Stock to his Stock Account.  Each Member shall elect pursuant to procedures established by the Plan Committee to have deferred amounts credited to his Stock Account.  A Member may change such an election in accordance with the Plan Committee’s procedures.  In addition, any amounts credited to a Member’s Account in accordance with Section 3.6(a) may be transferred for hypothetical investment tracking purposes to the Member’s Stock Account.  In all events, once amounts are credited to a Member’s Stock Account, no subsequent election may cause amounts credited to a Member’s Stock Account to be transferred for hypothetical investment tracking purposes to any other phantom investment fund.  All distributions of amounts credited to a Member’s Stock Account may only be distributed in whole shares of Company Stock (with cash for fractional shares).  A Member’s Stock Account will be credited at such times as the Plan Committee determines with respect to all other deferred amounts under the Plan, with the number of shares of Company Stock (in whole shares and fractional shares, as determined by the Plan Committee) determined by dividing the portion of the Member’s deferred amounts to be credited in the Stock Account by the price for shares of Company Stock, determined by the Plan Committee, as of  the day such deferred amounts are credited to the Member’s Stock Account.

           If the Company enters into transactions involving stock splits, stock dividends, reverse splits or any other recapitalization transactions, the number of shares of Company Stock credited to a Member’s Account will be adjusted (in whole shares and fractional shares, as determined by the Plan Committee) so that the Member’s Stock Account reflects the same equity percentage interest in the Company after the recapitalization as was the case before such transaction.  If at least a majority of the Company’s stock is sold or exchanged by its stockholders pursuant to an integrated plan for cash or property (including stock of another corporation) or if substantially all of the assets of the Company are disposed of and, as a consequence thereof, cash or property is distributed to the Company’s stockholders, each Member’s Stock Account will be, to the extent not already so credited, with the amount of cash or property receivable by a stockholder directly holding the same number of shares of Company Stock as is credited to such Member’s Stock Account and debited by that number of shares of Company Stock surrendered by such equivalent Company stockholder.  Each time the Company declares a dividend on Company Stock, each Member’s Stock Account will be credited with an amount equal to that number of shares of Company Stock (in whole shares and fractional shares, as determined by the Plan Committee) determined by dividing (i) the amount that would have been paid (or the fair market value thereof, if the dividend  is not paid in cash) to the Member on the total number of shares of Company Stock credited to the Member’s Stock Account had that number of shares of Company Stock been held by such Participant by (ii) the price for shares of Company Stock, determined by the Plan Committee, as of the dividend payment date.

Notwithstanding anything is this Section 3.6(b) to the contrary, the Plan Committee may at any time alter the effective date and/or take any other action that it deems necessary with respect to amounts that are to be credited to a Member’s Stock Account so as to assure  compliance with any policy of the Company respecting insider trading as may be in effect from time to time.  The Company may also impose blackout periods pursuant to the requirements of the Sarbanes-Oxley Act of 2002 whenever the Company determines that circumstances warrant and during which time, Members may not effect transactions, directly or indirectly, in Company equity securities.

IV.

Vesting and In-Service Distributions

4.1Vesting.  A Member shall be 100% vested in his Account at all times.

4.2In-Service Distributions.  Except in the case of hardship as described in this Section 4.2, in-service distribution shall not be permitted under the Plan, and Members shall not be permitted to make withdrawals from the Plan prior to Separation from Service from the Company.  Effective January 1, 2007, a Member may request that the Plan Committee distribute all, or a part of, his Account  (or Stock Account, if any) balance to him if he experiences severe financial hardship resulting from an illness or accident of the Member, the spouse of the Member or a dependent (as defined in Section 152(a) of the Code) of the Member, loss of the Member’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Member.  The Plan Committee shall have the sole discretion to determine whether to grant a Member’s withdrawal request under this Section 4.2 and the amount to distribute to the Member; provided, however, that no hardship distribution shall be made to a Member under this Section 4.2 to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Member’s assets, to the extent the liquidation of the Member’s assets would not itself cause severe financial hardship, or (iii) by cessation of deferral elections under the Plan.  The amount of any distributions pursuant to this Section 4.2 shall be limited to the amount necessary to meet the hardship, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution.  Distribution shall be made on the first regularly scheduled pay date that coincides with or immediately follows the first day of the calendar month following the determination by the Plan Committee that a hardship withdrawal will be permitted.  Members shall not, at any time, be permitted to borrow from the Plan.

7

V.

Payment of Benefits

5.1Payment Election Generally.  In conjunction with the compensation deferral elections made by a Member pursuant to Sections 3.1, 3.2 or 3.3 (as modified by Section 3.4), such Member shall elect the form of payment with respect to such compensation deferral, the Company Deferrals attributable thereto, and the earnings credited thereto.  Any such election shall be irrevocable once made.

5.2Special Rule for 409A Transition Period Elections.  Notwithstanding the provisions of Section 5.1, during a period in 2006 specified by the Plan Committee, Members shall have a one-time opportunity to change their payment elections in accordance with applicable Section 409A transition guidance; provided that a Member cannot in 2006 defer payments that the member otherwise would receive in 2006 or cause payments that otherwise would be made in a subsequent year to be made in 2006.  Additionally, in accordance with Section 409A and any guidance issued thereunder, a Member  may make an election to change the time and manner of payment of amounts subject to Section 409A on or before December 31, 2008, provided that if any such election is made during the calendar year ending on December 31, 2008, the change in election (i) is for amounts not otherwise payable in 2008, and (ii) does not cause an amount to be paid from a Participant’s Account in 2008.

5.3Time of Benefit Payment.  Each Member shall commence payment of his Account (or Stock Account, if any), including all compensation deferrals, the Company Deferrals attributable thereto, and the earnings credited thereto, on the 30th day following the date of the Member’s Separation from Service or, if such date is not a business day, on the first business day that is at least 30 days after the date of the Member’s Separation from Service; provided, however, that if the Member is a Specified Employee, such payment shall be made on the date that is 6 months after the date of the Member’s Separation from Service or on the next business day if such date is not a business day.

8

5.4Form of Benefit Payment.  With respect to each compensation deferral election made by a Member pursuant to Sections 3.1, 3.2 or 3.3 (as modified by Section 3.4), such Member shall elect the form of payment with respect to such compensation deferral, the Company Deferrals attributable thereto and the earnings credited thereto from one of the following forms:

(a)A lump sum; or

(b)Installment payments for a period not less than one year and not more than 10 years.

All payments shall be made in cash; provided, however, to the extent distributable amounts are credited to the Member’s Stock Account, such payments shall be made in shares of Company Stock (with any fractional share interest therein paid in cash to the extent of the then fair market value thereof).

Installment payments shall be paid monthly commencing on the date specified in Section 5.3.  The amount of each installment payment shall be determined by multiplying the amount of the compensation deferrals made by a Member pursuant to Sections 3.1, 3.2 or 3.3 (as modified by Section 3.4) which are subject to such installment form, the Company Deferrals attributable thereto, and the earnings credited thereto at the time of payment by a fraction, the numerator of which is one and the denominator of which is the number of remaining installment payments to be made to the Member.  In the event the total amount credited to a Member’s Account does not exceed the limit in Section 402(g)(1)(B) of the Code (which is $15,500 for 2007), the Account shall be paid in a lump sum.  Notwithstanding the foregoing, in the event that payments under the Plan are required to be aggregated with payments under any other “account balance” plan maintained by the Company in order to comply with the requirements of Section 409A, all payments under the Plan shall be made in a lump sum.

5.5Failure to Elect Form of Payment.  If a Member fails to elect the form of payment of a compensation deferral, such compensation deferral, the Company Deferrals attributable thereto and the earnings credited thereto shall be paid in a cash lump sum, except to the extent distributable amounts are credited to a Member’s Stock Account, in which case the payment shall be made in shares of Company Stock (with any fractional share interest therein paid in cash to the extent of the then fair market value thereof).

5.6Death.  In the event of a Member’s death at a time when amounts are credited to such Member’s Account (or Stock Account, if any), such amounts shall be paid to such Member’s designated beneficiary or beneficiaries at the time set forth in Section 5.3 and in the form elected by the Member pursuant to Section 5.4, or if no election has been made, pursuant to Section 5.5.  However, the Member’s designated beneficiary or beneficiaries may request a cash lump sum payment (except to the extent distributable amounts are credited to a Member’s Stock Account, in which case the payment shall be made in shares of Company Stock (with any fractional share interest therein paid in cash to the extent of the then fair market value thereof)), to the extent the beneficiary experiences a severe financial hardship resulting from an illness or accident, loss of the property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the beneficiary.  The Plan Committee shall have the sole discretion to determine whether to grant a beneficiary’s withdrawal request and the amount to distribute to the beneficiary; provided, however, that no hardship distribution shall be made to a beneficiary to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, or (ii) by liquidation of the beneficiary’s assets, to the extent the liquidation of the beneficiary’s assets would not itself cause severe financial hardship.  The amount of any distribution shall be limited to the amount necessary to meet the hardship, plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution.

9

5.7Acceleration of Payment.  The Plan Committee, in its sole discretion, may accelerate the payment of Member’s Account (or Stock Account, if any) balance to the Member, or his designated beneficiary in the event of his death, in a lump sum cash payment (except to the extent distributable amounts are credited to a Member’s Stock Account, in which case the payment shall be made in shares of Company Stock (with any fractional share interest therein paid in cash to the extent of the then fair market value thereof)) as soon as administratively practicable after the Plan Committee determines that such acceleration is necessary under one or more of the following:

(a)to fulfill a domestic relations order (as defined in Code Section 414(p)(1)(B)) requirement to pay an individual other than the Member;

(b)as necessary to comply with a certificate of divestiture (as defined in Code Section 1043(b)(2)) related to a conflict of interest exception under Section 409A;

(c)to pay the Federal Insurance Contributions Act (FICA) tax imposed under Code Sections 3101 and 3121(a) and (v) on compensation deferred under the Plan (the “FICA Amount”) and the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding of Code Section 3401 wages and taxes; provided, however, that the acceleration permitted under this paragraph (c) shall not exceed the aggregate of the FICA Amount and the income tax withholding related to such FICA Amount;

(d)to the extent that the Plan Committee determines that the Plan fails to satisfy the requirements of Section 409A; provided, however, that such distribution shall not exceed the amount required to be included in income as a result of the failure to comply; and

(e)upon termination of the Plan, but only to the extent then permitted under Section 409A.

5.8Designation of Beneficiaries. Each Member shall have the right to designate the beneficiary or beneficiaries to receive distribution of his Account (or Stock Account, if any) in the event of his death.  Each such designation shall be made by executing the beneficiary designation form prescribed by the Plan Committee and filing it with the Plan Committee.  Any such designation may be changed at any time by execution of a new designation in accordance with this Section 5.8.

10

If no such designation is on file with the Plan Committee at the time of the death of the Member or such designation is not effective for any reason as determined by the Plan Committee, then the designated beneficiary or beneficiaries to receive the distribution shall be as follows:

(a)           If a Member leaves a surviving spouse, his distribution shall be paid to such surviving spouse; or

(b)           If a Member leaves no surviving spouse, his distribution shall be paid to such Member’s executor or administrator, or to his heirs at law if there is no administration of such Member’s estate.

5.9Unclaimed Benefits.  If the Plan Committee is unable to locate a Member or beneficiary entitled to a distribution hereunder, upon the Plan Committee’s determination thereof, such Member’s or beneficiary’s Account (or Stock Account, if any) shall be forfeited to the Company.  Notwithstanding the foregoing, if subsequent to any such forfeiture the Member or beneficiary to whom such distribution is payable makes a valid claim for such distribution, such forfeited Account (or Stock Account, if any) shall be restored, without the crediting of interest subsequent to the forfeiture, and the balance of such Account (or Stock Account, if any) shall be distributed to such Member or beneficiary as soon as administratively practicable.

5.10Delay of Payments Under Certain Circumstances.  To the extent permitted by Section 409A, the Plan Committee, in its discretion, may delay payment to a date after the payment date designated in such paragraphs under the following circumstances:

(a)Payments Made As Soon As Practicable After the Specified Date.  Payments will be made as soon as practicable after the date specified in Section 5.3 and in any event within the same calendar year or, if later, by the fifteenth day of the third calendar month following the date specified in Section 5.3.

(b)Payments that Would Violate Federal Securities Laws or Other Applicable Law.  Payment will be delayed where the Plan Committee reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law; provided that the delayed payment is made at the earliest date at which the Plan Committee reasonably anticipates that the making of the payment will not cause such violation.

VI.

Administration of the Plan

6.1Plan Committee Powers and Duties.  The general administration of the Plan shall be vested in the Plan Committee.  The Plan Committee shall supervise the administration and enforcement of the Plan according to the terms and provisions hereof and shall have all powers necessary to accomplish these purposes, including, but not by way of limitation, the right, power, authority, and duty:

11

(a)To make rules, regulations, and bylaws for the administration of the Plan that are not inconsistent with the terms and provisions hereof, and to enforce the terms of the Plan and the rules and regulations promulgated thereunder by the Plan Committee;

(b)To construe in its discretion all terms, provisions, conditions, and limitations of the Plan;

(c)To correct any defect or to supply any omission or to reconcile any inconsistency that may appear in the Plan in such manner and to such extent as it shall deem in its discretion expedient to effectuate the purposes of the Plan;

(d)To employ and compensate such accountants, attorneys, investment advisors, and other agents, employees, and independent contractors as the Plan Committee may deem necessary or advisable for the proper and efficient administration of the Plan;

(e)To determine in its discretion all questions relating to eligibility;

(f)To determine whether and when a Member has had a Separation from Service with the Company, and the reason for such Separation from Service;

(g)To make a determination in its discretion as to the right of any person to a benefit under the Plan and to prescribe procedures to be followed by distributees in obtaining benefits hereunder; and

(h)To receive and review reports from the Trustee as to the financial condition of the Trust Fund, if any, including its receipts and disbursements.

6.2Self-Interest of Members.  No member of the Plan Committee shall have any right to vote or decide upon any matter relating solely to himself under the Plan or to vote in any case in which his individual right to claim any benefit under the Plan is particularly involved.  In any case in which a Plan Committee member is so disqualified to act and the remaining members cannot agree, the remaining members of the Plan Committee shall appoint a temporary substitute member to exercise all the powers of the disqualified member concerning the matter in which he is disqualified.

6.3Claims Review.  Claims for Plan benefits and reviews of Plan benefit claims which have been denied or modified will be processed in accordance with the written Plan claims procedures established by the Plan Committee, which procedures are hereby incorporated by reference as a part of the Plan.

(a)State the specific reason or reasons for the denial or modification;

(b)Provide specific reference to pertinent Plan provisions on which the denial or modification is based;

(c)Provide a description of any additional material or information necessary for the Member, his beneficiary, or representative to perfect the claim and an explanation of why such material or information is necessary; and

12

(d)Explain the Plan’s claim review procedure as contained herein.

In the event a claim for Plan benefits is denied or modified, if the Member, his beneficiary, or a representative of such Member or beneficiary desires to have such denial or modification reviewed, he must, within sixty days following receipt of the notice of such denial or modification, submit a written request for review by the Plan Committee of its initial decision.  In connection with such request, the Member, his beneficiary, or the representative of such Member or beneficiary may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing.  Within sixty days following such request for review the Plan Committee shall, after providing a full and fair review, render its final decision in writing to the Member, his beneficiary or the representative of such Member or beneficiary stating specific reasons for such decision and making specific references to pertinent Plan provisions upon which the decision is based.  If special circumstances require an extension of such sixty-day period, the Plan Committee’s decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review.  If an extension of time for review is required, written notice of the extension shall be furnished to the Member, beneficiary, or the representative of such Member or beneficiary prior to the commencement of the extension period.

6.4Company to Supply Information.  The Company shall supply full and timely information to the Plan Committee and/or Compensation Committee, including, but not limited to, information relating to each Member’s compensation, age, retirement, death, or other cause of termination of employment and such other pertinent facts as the Plan Committee may require.  The Company shall advise the Trustee, if any, of such of the foregoing facts as are deemed necessary for the Trustee to carry out the Trustee’s duties under the Plan and the Trust Agreement.  When making a determination in connection with the Plan, the Plan Committee and Compensation Committee shall be entitled to rely upon the aforesaid information furnished by the Company.

6.5Indemnity.  The Company shall indemnify and hold harmless each member of both the Plan Committee and the Compensation Committee against any and all expenses and liabilities arising out of his administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member’s own gross negligence or willful misconduct.  Expenses against which such member shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.

VII.

Administration of Funds

7.1Payment of Expenses.  All expenses incident to the administration of the Plan and Trust, including but not limited to, legal, accounting, Trustee fees, and expenses of the Plan Committee and the Compensation Committee, may be paid by the Company and, if not paid by the Company, shall be paid by the Trustee from the Trust Fund, if any.

13

7.2Trust Fund Property.  All income, profits, recoveries, contributions, forfeitures and any and all moneys, securities and properties of any kind at any time received or held by the Trustee, if any, shall be held for investment purposes as a commingled Trust Fund pursuant to the terms of the Trust Agreement.  The Plan Committee shall maintain one or more accounts in the name of each Member, but the maintenance of an account designated as the Account (or Stock Account, if any) of a Member shall not mean that such Member shall have a greater or lesser interest than that due him by operation of the Plan and shall not be considered as segregating any funds or property from any other funds or property contained in the commingled fund.  No Member shall have any title to any specific asset in the Trust Fund, if any.

VIII.

Nature of the Plan

The Company intends and desires by the adoption of the Plan to recognize the value to the Company of the past and present services of employees covered by the Plan and to encourage and assure their continued service with the Company by making more adequate provision for their future retirement security.  The Plan is intended to constitute an unfunded, unsecured plan of deferred compensation for a select group of management or highly compensated employees of the Company.  Plan benefits herein provided are to be paid out of the Company’s general assets.  The Plan constitutes a mere promise by the Company to make benefit payments in the future and Members have the status of general unsecured creditors of the Company.  Nevertheless, subject to the terms hereof and of the Trust Agreement, if any, the Company may transfer money or other property to the Trustee and the Trustee shall pay Plan benefits to Members and their beneficiaries out of the Trust Fund.

The Plan Committee, in its sole discretion, may establish the Trust and direct the Company to enter into the Trust Agreement and adopt the Trust for purposes of the Plan.  In such event, the Company shall remain the owner of all assets in the Trust Fund and the assets shall be subject to the claims of the Company’s creditors if the Company ever becomes insolvent.  For purposes hereof, the Company shall be considered “insolvent” if (a) the Company is unable to pay its debts as they become due, or (b) the Company is subject to a pending proceeding as a debtor under the United Sates Bankruptcy Code (or any successor federal statute).  The chief executive officer of the Company and its Board shall have the duty to inform the Trustee in writing if the Company becomes insolvent.  Such notice given under the preceding sentence by any party shall satisfy all of the parties’ duty to give notice.  When so informed, the Trustee shall suspend payments to the Members and hold the assets for the benefit of the Company’s general creditors.  If the Trustee receives a written allegation that the Company is insolvent, the Trustee shall suspend payments to the Members and hold the Trust Fund for the benefit of the Company’s general creditors, and shall determine within the period specified in the Trust Agreement whether the Company is insolvent.  If the Trustee determines that the Company is not insolvent, the Trustee shall resume payments to the Members.  No Member or beneficiary shall have any preferred claim to, or any beneficial ownership interest in, any assets of the Trust Fund.

14

IX.

Participating Employers

The Compensation Committee may designate any entity or organization eligible by law to participate in the Plan as an Employer by written instrument delivered to the Secretary of the Company and the designated Employer.  Such written instrument shall specify the effective date of such designated participation, may incorporate specific provisions relating to the operation of the Plan which apply to the designated Employer only and shall become, as to such designated Employer and its employees, a part of the Plan.  Each designated Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the terms of the Plan and any and all amendments thereto upon its submission of information to the Compensation Committee required by the terms of or with respect to the Plan; provided, however, that the terms of the Plan may be modified so as to increase the obligations of an Employer only with the consent of such Employer, which consent shall be conclusively presumed to have been given by such Employer upon its submission of any information to the Compensation Committee required by the terms of or with respect to the Plan.  Except as modified by the Compensation Committee in its written instrument, the provisions of the Plan shall be applicable with respect to each Employer separately, and amounts payable hereunder shall be paid by the Employer which employs the particular Member, if not paid from the Trust Fund.

X.

Miscellaneous

10.1Not Contract of Employment.  The adoption and maintenance of the Plan shall not be deemed to be a contract between the Company and any person or to be consideration for the employment of any person.  Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Company or to restrict the right of the Company to discharge any person at any time nor shall the Plan be deemed to give the Company the right to require any person to remain in the employ of the Company or to restrict any person’s right to terminate his employment at any time.

10.2Alienation of Interest Forbidden.  The interest of a Member or his beneficiary or beneficiaries hereunder may not be sold, transferred, assigned, or encumbered in any manner, either voluntarily or involuntarily, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; neither shall the benefits hereunder be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person to whom such benefits or funds are payable, nor shall they be an asset in bankruptcy or subject to garnishment, attachment or other legal or equitable proceedings.

10.3Withholding.  All deferrals and payments provided for hereunder shall be subject to applicable withholding and other deductions as shall be required of the Company under any applicable local, state or federal law.

10.4Amendment and Termination.  The Compensation Committee may from time to time, in its discretion, amend, in whole or in part, any or all of the provisions of the Plan; provided, however, that no amendment may be made that would impair the rights of a Member with respect to amounts already allocated to his Account (or Stock Account, if any) except that an amendment to change phantom investment options or an amendment that the Compensation Committee determines is necessary or desirable to comply with Section 409A shall not require the consent of any Member.  The Compensation Committee may terminate the Plan at any time.  Any such amendment to or termination of the Plan shall be in writing and signed by a member of the Compensation Committee.

15

10.5Voting Company Stock.  Each Member who has a Stock Account shall be entitled to provide directions to the Plan Committee to cause the Plan Committee to similarly direct the Trustee of the Trust to vote, on any matter presented for a vote to the stockholders of the Company, that number of whole shares of Company Stock held by the Trust equivalent to the number of whole shares of Company Stock credited to the Member’s Stock Account.  The Plan Committee shall arrange for distribution to all such Members in a timely manner all communications directed generally to the stockholders of the Company as to which their votes are solicited.  If the Trust ever holds fewer shares of Company Stock than there are shares allocated to Stock Accounts under the Plan as to which timely and proper directions have been received from the applicable Members, the Plan Committee will direct the Trustee to vote all shares held in the Trust in the same proportion as the total shares covered by timely and proper directions that have been directed to be voted.

10.6Severability.  If any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions hereof; instead, each provision shall be fully severable and the Plan shall be construed and enforced as if said illegal or invalid provision had never been included herein.

10.7Governing Laws.  All provisions of the Plan shall be construed in accordance with the laws of Texas except to the extent preempted by federal law.

10.8Change of Control.  Notwithstanding any provision of the Plan to the contrary, the Company, by resolution of the Compensation Committee, shall have the full discretion and power to terminate the Plan within 30 days preceding or 12 months after a Change of Control of the Company and, in the event of such termination, the Company shall distribute each Member’s account within 12 months of the date of such termination.

10.9Compliance with Section 409A.  The Company intends that the Plan by its terms and in operation meet the requirements of Section 409A so that compensation deferred under the Plan (and applicable investment earnings) shall not be included in income under Section 409A.  Any ambiguities in the Plan shall be construed to effect this intent.  If any provision of the Plan is found to be in violation of Section 409A, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render such provision in conformity with Section 409A, or shall be deemed excised from the Plan, and the Plan shall be construed and enforced to the maximum extent permitted by the Section 409A as if such provision had been originally incorporated in the Plan as so modified or restricted, or as if such provision had not been originally incorporated in the Plan, as the case may be.

16

EX-10.19.6

Exhibit 10.19.6

THIRD AMENDED AND RESTATED

CHANGE OF CONTROL SEVERANCE AGREEMENT

This Third Amended and Restated Change of Control Severance Agreement (this “Agreement”) between Newfield Exploration Company, a Delaware corporation (the “Company”), and __________ (“Executive”) is made and entered into effective as of November 7, 2008.

WHEREAS, Executive is a key executive of the Company;

WHEREAS, it is in the best interest of the Company and its stockholders if key executives can approach material business development decisions objectively and without concern for their personal situation;

WHEREAS, the Company recognizes that the possibility of a Change of Control (as defined below) of the Company may result in the early departure of key executives to the detriment of the Company and its stockholders;

WHEREAS, in order to help retain and motivate key management and to help ensure continuity of key management, the Board of Directors of the Company (the “Board”) authorized and directed the Company to enter into the initial version of this Agreement, which was effective as of February 17, 2005 (the “Effective Date”);

WHEREAS, Executive and the Company (i) amended this Agreement effective as of February 14, 2006 to provide for the vesting of stock options, (ii) amended and restated this Agreement effective as of March 9, 2007 to address restricted stock units and certain other matters and (iii) amended and restated this Agreement effective as of July 26, 2007 to bring it into compliance with Section 409A of the Internal Revenue Code of 1986 (as so amended and restated effective as of July 26, 2007, the “2007 Agreement”) and;

WHEREAS, Executive and the Company desire to further amend and restate this Agreement to conform the terms of this Agreement to those of the senior executive officers of the Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree to amend and restate the 2007 Agreement as set forth herein.

1.   Term of Agreement.

A. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in effect through the third anniversary of the Effective Date; provided, however, commencing on the first day following the Effective Date and on each day thereafter, the Term of this Agreement shall automatically be extended for one additional day unless the Board shall give written notice to Executive that the Term shall cease to be so extended in which event the Agreement shall terminate on the third anniversary of the date such notice is given.

B. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs during the Term of this Agreement, the Term shall automatically be extended for the 36-month period following the date of the Change of Control; provided, however, that in no event shall such extension of the Term expire prior to the end of the 30-day period described in Section 2E below, if applicable.

C. Termination of this Agreement shall not alter or impair any rights of Executive arising hereunder on or before such termination.

2.   Certain Definitions.

A. “Bonus” shall mean an amount equal to one-half of the total of all cash bonuses (whether paid or deferred) awarded to Executive by the Company with respect to (i) the two most recent calendar years ending prior to Executive’s termination of employment or (ii) if greater, the two most recent calendar years ending prior to the Change of Control.

B. “Cause” shall mean:

(i) the willful and continued failure by Executive to substantially perform Executive’s duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness);

(ii) Executive’s conviction of or plea of nolo contendre to a felony or a misdemeanor involving moral turpitude;

(iii) Executive willfully engages in gross misconduct materially and demonstrably injurious to the Company;

(iv) Executive’s material violation of any material policy of the Company; or

(v) Executive’s having been the subject of any order, judicial or administrative, obtained or issued by the Securities and Exchange Commission, for any securities violation involving fraud.

For purposes of clause (i) of this definition, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s act, or failure to act, was in the best interest of the Company.  The determination of whether Cause exists must be made by a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board that was called for the purpose of considering such termination (after 10 days’ notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and, if possible, to cure the breach that was the alleged basis for Cause prior to the meeting of the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

C. “Change of Control” shall mean the occurrence of any of the following:

(i) the Company is not the surviving Person (as such term is defined below) in any merger, consolidation or other reorganization (or survives only as a subsidiary of another Person);

(ii) the consummation of a merger or consolidation of the Company with another Person pursuant to which less than 50% of the outstanding voting securities of the surviving or resulting corporation are issued in respect of the capital stock of the Company;

(iii) the Company sells, leases or exchanges all or substantially all of its assets to any other Person;

(iv) the Company is to be dissolved and liquidated;

(v) any Person, including a “group” as contemplated by Section13(d)(3) of the Securities Exchange Act of 1934, acquires or gains ownership or control (including the power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power); or

(vi) as a result of or in connection with a contested election of directors, the Persons who were directors of the Company before such election cease to constitute a majority of the Board.

Notwithstanding the foregoing, the definition of “Change of Control” shall not include (a) any merger, consolidation, reorganization, sale, lease, exchange, or similar transaction involving solely the Company and one or more Persons that were wholly owned, directly or indirectly, by the Company immediately prior to such event or (b) any event that is not a “change in control” for purposes of Section 409A of the Code.  For purposes of this definition, “Person” shall mean any individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated organization or association or other legal entity of any kind.

D. “Code” shall mean the Internal Revenue Code of 1986, as amended.

E. “Good Reason” shall mean:

(i) a material reduction in Executive's authority, duties, titles, status or responsibilities from those in effect immediately prior to the Change of Control or the assignment to Executive of duties or responsibilities inconsistent in any material respect from those of Executive in effect immediately prior to the Change of Control;

(ii) any reduction in Executive’s annual rate of base salary;

(iii) any failure by the Company to provide Executive with a combined total of annual base salary and annual bonus compensation at a level at least equal to the combined total of Executive’s annual rate of base salary with the Company in effect immediately prior to the Change of Control and one-half of the total of all cash bonuses (whether paid or deferred) awarded to Executive by the Company with respect to the two most recent calendar years ending prior to the Change of Control, with a failure being deemed to have occurred in the event that payments are made to Executive in a form other than cash, base salary is deferred at other than Executive’s election, bonus compensation is not awarded within two and one-half months following the end of the calendar year to which it relates, bonus compensation is deferred at other than Executive’s election at a rate in excess of the average ratio of deferred bonuses to currently paid bonuses awarded to Executive with respect to the two most recent calendar years ending prior to the Change of Control, or bonus compensation is deferred at other than Executive’s election in a manner that is not substantially similar in terms of Executive’s vested rights and timing of payments to the manner in which deferred bonuses were awarded to Executive with respect to the two most recent calendar years ending prior to the Change of Control;

(iv) the Company fails to obtain a written agreement from any successor or assigns of the Company to assume and perform this Agreement as provided in Section 6 hereof; or

(v) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices were located immediately prior to the Change of Control or Executive is based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of Executive’s duties and reasonably consistent with Executive’s travel prior to the Change of Control.

Unless Executive terminates his employment upon or within 30 days following the later of an act or omission to act by the Company constituting a Good Reason hereunder, Executive’s continued employment thereafter shall constitute Executive’s consent to, and a waiver of Executive’s rights with respect to, such act or failure to act.  Executive’s right to terminate Executive’s employment for Good Reason shall not be affected by Executive’s incapacity due to physical or mental illness.  Executive’s determination that an act or failure to act constitutes Good Reason shall be presumed to be valid unless such determination is deemed by an arbitrator to be unreasonable and not to have been made in good faith by Executive.

F. “Protected Period” shall mean the 36-month period beginning on the effective date of a Change of Control; provided, however, that in no event shall such period expire prior to the end of the 30-day period described in Section 2E above, if applicable.

G. “Release” shall mean a comprehensive release and waiver agreement in substantially the same form as that attached hereto as Exhibit A.

H. “Separation from Service” shall mean a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.

I. “Termination Base Salary” shall mean Executive’s annual base salary with the Company at the rate in effect immediately prior to the Change of Control or, if a greater amount, Executive's annual base salary at the rate in effect at any time thereafter.

Change of Control Severance Benefits

3.   Severance Benefits.  If (a) Executive terminates his employment with the Company during the Protected Period for a Good Reason event or (b) the Company terminates Executive's employment during the Protected Period other than (i) for Cause or (ii) due to Executive’s inability to perform the primary duties of his position for at least 180 consecutive days due to a physical or mental impairment and (c) as a result of such termination of employment Executive has a Separation from Service, Executive shall receive the following compensation and benefits from the Company, provided that, in the cases of Section 3A, 3C and 3D, Executive executes and does not revoke the Release:

A. On the date that is six months after the date Executive has a Separation from Service with the Company or on the next business day if such date is not a business day, the Company shall pay to Executive in a lump sum, in cash, an amount equal to three times the sum of Executive’s (i) Termination Base Salary and (ii) Bonus.

B. Except to the extent specifically set forth in a grant agreement under any employee stock incentive plan of the Company, as of the date of Executive’s termination of employment (i) all restricted shares of Company stock of Executive (whether granted before or after the Effective Date) shall become 100% vested and all restrictions thereon shall lapse and the Company shall promptly deliver to Executive unrestricted shares of Company stock, (ii) all restricted stock units of Executive (whether granted before or after the Effective Date) shall become 100% vested and all restrictions thereon shall lapse and the Company shall settle such units in the manner provided in the applicable grant agreement and (iii) each then outstanding Company stock option of Executive (whether granted before or after the Effective Date) shall become 100% exercisable; provided, however, that settlement of restricted stock units as contemplated by clause (ii) above shall not be made prior to the date that is six months after the date Executive has a Separation from Service with the Company or on the next business day if such date is not a business day.

C. For the six month period following the date on which Executive has a Separation from Service, the Company shall reimburse Executive for (1) if Executive or Executive’s dependents are eligible for and elect continued health coverage under a group health plan of the Company or an affiliate which is provided to satisfy the requirements of Section 4980B of the Code (“COBRA Coverage”), the actual premium charged to Executive or Executive’s dependents for such COBRA Coverage or (2) if Executive is eligible to retire and receive retiree medical coverage, the actual premium charged to Executive for such retiree medical coverage for Executive and each of Executive’s dependents eligible for such retiree medical coverage.  Such reimbursements (which shall be taxable income to Executive) shall be paid to Executive directly or to the applicable group health plan, as determined by the Company, on or as soon as practicable after each due date for each COBRA Coverage premium or retiree medical premium.  On the date that is six months after the date Executive has a Separation from Service as described in this Section 3 or on the next business day if such date is not a business day, the Company shall pay to Executive in a lump sum, in cash, the sum of (1) an amount such that after payment of all applicable income taxes, Executive retains an amount equal to thirty timesthe amount of the applicable COBRA Coverage premium for such Executive on such date and (2) an amount such that Executive shall, after payment of all income taxes owed by Executive, retain an amount sufficient to pay all income taxes owed on the reimbursements for COBRA Coverage premiums or retiree medical premiums paid during the six month period following the date on which Executive has a Separation from Service.

D. Throughout the period of 36 months beginning on the date Executive has a Separation from Service with the Company or until Executive begins other full-time employment with a new employer, whichever occurs first, Executive shall be entitled to receive ongoing outplacement services, paid by the Company up to an aggregate cost not in excess of $30,000, with a nationally prominent executive outplacement service firm selected by the Company and reasonably acceptable to Executive.

For the final calendar year containing the Protected Period, in the event that the Company fails to award Executive prorated bonus compensation with respect to the portion of such calendar year prior to the expiration of the Protected Period in a manner that does not constitute a failure under Section 2E(iii), such failure shall be deemed to be an event that constitutes Good Reason and, if Executive terminates his employment upon or within 30 days following such failure, then such termination shall be deemed to be a termination of employment by Executive for Good Reason occurring during the Protected Period and Executive’s rights to benefits hereunder with respect to such termination shall be deemed to have arisen prior to the expiration of the Term.

The Company may withhold from any amounts or benefits payable under this Agreement all such taxes as it shall be required to withhold pursuant to any applicable law or regulation.

Any payment not timely made by the Company under this Agreement shall bear interest at the highest nonusurious rate permitted by applicable law.

4.   Parachute Tax Gross Up.

If any payment made, or benefit provided, to or on behalf of Executive pursuant to this Agreement or otherwise (“Payments”) results in Executive being subject to the excise tax imposed by Section 4999 of the Code (or any successor or similar provision) (“Excise Tax”), the Company shall, on the date that is six months after the date Executive has a Separation from Service with the Company, or on the next business day if such date is not a business day, pay Executive an additional amount in cash (the “Additional Payment”) such that after payment by Executive of all taxes, including, without limitation, any income taxes and Excise Tax imposed on the Additional Payment, Executive retains an amount of the Additional Payment equal to the Excise Tax imposed on the Payments.  Such determinations shall be made by the Company’s independent certified public accountants.

5.   No Mitigation.

Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise nor, except as provided in Sections 3C and 3D, shall the amount of any payment or benefit provided for in this Agreement be reduced as the result of employment by another employer or self-employment, by offset against any amount claimed to be owed by Executive to the Company or otherwise, except that any severance payments or benefits that Executive is entitled to receive pursuant to a Company severance plan or program for employees in general shall reduce the amount of payments and benefits otherwise payable or to be provided to Executive under this Agreement.

6.   Successor Agreement.

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly in writing on or prior to the effective date of such succession and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place.  Failure of the successor to so assume as provided herein shall constitute a breach of this Agreement and entitle Executive to the payments and benefits hereunder as if triggered by a termination of Executive by the Company other than for Cause on the date of such succession.

7.   Indemnity.

In any situation where under applicable law the Company has the power to indemnify, advance expenses to and defend Executive in respect of any judgments, fines, settlements, loss, cost or expense (including attorneys fees) of any nature related to or arising out of Executive's activities as an agent, employee, officer or director of the Company or in any other capacity on behalf of or at the request of the Company, then the Company shall promptly on written request, fully indemnify Executive, advance expenses (including attorney's fees) to Executive and defend Executive to the fullest extent permitted by applicable law, including but not limited to making such findings and determinations and taking any and all such actions as the Company may, under applicable law, be permitted to have the discretion to take so as to effectuate such indemnification, advancement or defense.  Such agreement by the Company shall not be deemed to impair any other obligation of the Company respecting Executive's indemnification or defense otherwise arising out of this or any other agreement or promise of the Company under any statute.

8.   Notices.

All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed, in either case, to the Company’s headquarters or to such other address as either party shall have furnished to the other in writing in accordance herewith.  Notices and communications shall be effective when actually received by the addressee.

9.   Arbitration.

Any dispute about the validity, interpretation, effect or alleged violation of this Agreement (an “arbitrable dispute”) must be submitted to confidential arbitration in Houston, Texas.  Arbitration shall take place before an experienced employment arbitrator licensed to practice law in such state and selected in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association.  Arbitration shall be the exclusive remedy of any arbitrable dispute.  The Company shall bear all fees, costs and expenses of arbitration, including its own, those of the arbitrator and those of Executive unless the arbitrator provides otherwise with respect to the fees, costs and expenses of Executive; in no event shall Executive be chargeable with the fees, costs and expenses of the Company or the arbitrator.  Should any party to this Agreement pursue any arbitrable dispute by any method other than arbitration, the other party shall be entitled to recover from the party initiating the use of such method all damages, costs, expenses and attorneys’ fees incurred as a result of the use of such method.  Notwithstanding anything herein to the contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Houston, Texas, for the purposes of any proceeding arising out of this Agreement.

10.   Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of law principles.

11.   Entire Agreement.

This Agreement is an integration of the parties’ agreement and no agreement or representatives, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

12.   Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13.   Amendment and Waivers.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such member of the Board as may be specifically authorized by the Board.  No waiver by either party hereto at any time of any breach by the other party hereto of, or in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

14.   Rights to Value of Certain Overriding Royalty Interests.

Executive acknowledges and agrees that upon a change of control (as defined in the Newfield Exploration Company Second Amended and Restated 2003 Incentive Compensation Plan (the “ICP”)) (A) the ICP will terminate and (B) Executive will have no further rights with respect to the ICP or the Newfield Employee 1993 Incentive Compensation Plan (as amended, the “1993 Plan”) except for the right to receive payments with respect to outstanding Deferred Awards (as defined in the ICP) and outstanding Deferred Incentive Compensation Awards (as defined in the 1993 Plan).

15.   Delay of Payments Under Certain Circumstances.

To the extent permitted by Section 409A of the Code, the Company, in its discretion, may delay payment to a date after the payment date designated in Section 3 or 4 if:

A. such payment will be made as soon as practicable after the date specified in paragraph 3 or 4 and in any event within the same calendar year or, if later, by the fifteenth day of the third calendar month following the date specified in paragraph 3 or 4; or

B. the Company reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law; provided that the delayed payment is made at the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation.

16.   Compliance with Section 409A.  The Company and Executive intend that this Agreement by its terms and in operation meet the requirements of Section 409A of the Code so that compensation deferred under this Agreement (and applicable investment earnings) shall not be subject to tax under Section 409A of the Code.  Any ambiguities in this Agreement shall be construed to effect this intent.  If any provision of this Agreement is found to be in violation of Section 409A of the Code, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render such provision in conformity with Section 409A of the Code, or shall be deemed excised from this Agreement, and this Agreement shall be construed and enforced to the maximum extent permitted by Section 409A of the Code as if such provision had been originally incorporated in this Agreement as so modified or restricted, or as if such provision had not been originally incorporated in this Agreement, as the case may be.

IN WITNESS WHEREOF, the Company and Executive have executed this Agreement effective as of the date first written above.

NEWFIELD EXPLORATION COMPANY

By:  _________________________________

Name: _______________________________

Title: ________________________________

EXECUTIVE

_____________________________________

EXHIBIT A

AGREEMENT AND RELEASE

THIS AGREEMENT AND RELEASE is by and between _____________ (“Executive”) and Newfield Exploration Company (“Newfield”), a Delaware corporation, having its principal place of business in Houston, Texas.

WITNESSETH:

1.Termination.  Executive’s employment with Newfield will be terminated effective _,.  Executive acknowledges and agrees that he has no authority to act for, and will not act for, Newfield in any capacity on or after the date on which he is terminated.  Executive may not execute this Agreement and Release until on or after the date on which Executive’s employment is terminated.

2.Consideration.  Within 10 business days after Executive signs and returns this Agreement and Release, Newfield will provide Executive with the severance payment set forth in Section 3 of that certain Third Amended and Restated Change of Control Severance Agreement entered into between Executive and Newfield (the “Severance Agreement”) which is attached hereto and made a part of this Agreement and Release for all purposes.  This Agreement and Release is entered into by Executive in return for Newfield’s promises herein and in the Severance Agreement to provide the severance payment and other benefits to Executive as provided in the Severance Agreement, which Executive acknowledges and agrees to be good and sufficient consideration to which Executive is not otherwise entitled.

3.Prior Rights and Obligations.  Except as herein set forth, this Agreement and Release extinguishes all rights, if any, which Executive may have, and obligations, if any, Newfield may have, contractual or otherwise, relating to the employment or termination of employment of Executive with Newfield or any of the other Newfield Parties (as defined in Paragraph 7 below) including without limitation, all rights or benefits he may have under any employment contract, incentive compensation plan, bonus plan or stock option plan with any Newfield Party.

4.Company Assets.  Executive hereby represents and warrants that he has no claim or right, title or interest in any property designated on any Newfield Party’s books as property or assets of any of the Newfield Parties.  Promptly after the effective date of his resignation, Executive shall deliver to Newfield any such property in his possession or control, including, if applicable and without limitation, his personal computer, cellular telephone, keys and credit cards furnished by any Newfield Party for his use.

5.Proprietary and Confidential Information.  Executive agrees and acknowledges that the Newfield Parties have developed and own valuable “Proprietary and Confidential Information” which constitutes valuable and unique property including, without limitation, concepts, ideas, plans, strategies, analyses, surveys, and proprietary information related to the past, present or anticipated business of the various Newfield Parties.  Except as may be required by law, Executive agrees that he will not at any time disclose to others, permit to be disclosed, use, permit to be used, copy or permit to be copied, any such Proprietary and Confidential Information (whether or not developed by Executive) without Newfield’s prior written consent.  Except as may be required by law, Executive further agrees to maintain in confidence any Proprietary and Confidential Information of third parties received or of which he has knowledge as a result of his employment with Newfield or any Newfield Party.

6.Cooperation.  Executive shall cooperate with the Newfield Parties to the extent reasonably required in all matters relating to his employment or the winding up of his pending work on behalf of any Newfield Party and the orderly transfer of any such pending work as designated by Newfield.  This obligation of cooperation shall continue indefinitely subject to Executive’s reasonable availability and shall include, without limitation, assisting Newfield and its counsel in preparing and defending against any claims which may be brought against Newfield or any Newfield Party or responding to any inquiry by any governmental agency or stock exchange.  Newfield’s requests for Executive’s cooperation as may be required from time to time shall be as commercially reasonable and Executive agrees that he shall be commercially reasonable in providing such cooperation, taking into account the needs of the Newfield Parties and the position he may have with another employer at the time such cooperation is required.  Executive shall take such further action and execute such further documents as may be reasonably necessary or appropriate in order to carry out the provisions and purposes of this Agreement and Release.

7.Newfield Parties.  Executive agrees that Newfield, its parent, sister, affiliated and subsidiary companies, past and present, and their respective employees, officers, directors, stockholders, agents, representatives, partners, predecessors and successors, past or present, and all benefit plans sponsored by any of them, past or present, shall be defined collectively, including Newfield, as the “Newfield Parties” and each of them, corporate or individual, individually as a “Newfield Party.”

8.Executive’s Warranty and Representation.  Executive represents, warrants and agrees that he has not filed any claims, appeals, complaints, charges or lawsuits against any of the Newfield Parties with any governmental agency or court.  Executive also represents, warrants and agrees that, except as prohibited by law, he will not file or permit to be filed or accept benefit from any claim, complaint or petition filed with any court by him or on his behalf at any time hereafter; provided, however, this shall not limit Executive from filing a Demand for Arbitration for the sole purpose of enforcing his rights under this Agreement and Release.  Further, Executive represents and warrants that no other person or entity has any interest or assignment of any claims or causes of action, if any, he may have against any Newfield Party, which have been satisfied fully by this Agreement and Release and which he now releases in their entirety, and that he has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations, or causes of action referred to in this Agreement and Release, and that he has the sole right and exclusive authority to execute this Agreement and Release and receive the consideration provided.

9.Release.  Executive agrees to release, acquit and discharge and does hereby release, acquit and discharge the Newfield Parties, individually and collectively, from any and all claims and from any and all causes of action against any of the Newfield Parties, of any kind or character, whether now known or not known, he may have against any such Newfield Party including, but not limited to, any claim for salary, benefits, expenses, costs, damages, compensation, remuneration or wages; and all claims or causes of action arising from his employment, termination of employment, or any alleged discriminatory employment practices, including but not limited to any and all claims or causes of action arising under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq, Title VII of the Civil Rights Act of 1964, as amended, the Americans With Disabilities Act, 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Texas Commission on Human Rights Act, and any other federal, state or local laws, whether statutory or common, contract or tort.  This release also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit.

10.No Admissions.  Executive expressly understands and agrees that the terms of this Agreement and Release are contractual and not merely recitals and that this Agreement and Release does not constitute evidence of unlawful conduct or wrongdoing by Newfield.  By his execution of this Agreement and Release, Executive acknowledges and agrees that (i) he knows of no act, event, or omission by any Newfield Party which is unlawful or violates any law, governmental rule or regulation, or any rule or regulation of any stock exchange, (ii) he has not committed, during his employment with Newfield or any Newfield Party, any act which is unlawful or which violates any governmental rule or regulation or any rule or regulation of any stock exchange, (iii) he has not requested any Newfield Party to commit any unlawful act or violate any governmental rule or regulation or any rule or regulation of any stock exchange, and (iv) neither he nor any other person employed by or contracting with any Newfield Party has been subjected to any adverse action because any such person refused to commit any unlawful act or violate any governmental rule or regulation or any rule or regulation of any stock exchange.

11.Enforcement of Agreement and Release.  No waiver or non-action with respect to any breach by the other party of any provision of this Agreement and Release, nor the waiver or non-action with respect to any breach of the provisions of similar agreements with other employees shall be construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself.  Should any provisions hereof be held to be invalid or wholly or partially unenforceable, such provisions shall be revised and reduced in scope so as to be valid and enforceable.

12.Choice of Law.  This Agreement and Release shall be governed by and construed and enforced, in all respects, in accordance with the law of the State of Texas without regard to the principles of conflict of law except as preempted by federal law.

13.Merger.  This Agreement and Release supersedes, replaces and merges all previous agreements and discussions relating to the same or similar subject matters between Executive and Newfield and constitutes the entire agreement between Executive and Newfield with respect to the subject matter of this Agreement and Release.  This Agreement and Release may not be changed or terminated orally, and no change, termination or waiver of this Agreement and Release or any of the provisions herein contained shall be binding unless made in writing and signed by all parties, and in the case of Newfield, by an authorized officer.

14.No Derogatory Comments.  Except as required by judicial process or governmental rule or regulation, Executive shall refrain from making public or private comments relating to any Newfield Party which are derogatory or which may tend to injure any such party in such party’s business, public or private affairs.

15.Confidentiality. Executive agrees that he will not disclose the terms of this Agreement and Release or the consideration received from Newfield to any other person, except his attorney or financial advisors and only on the condition that they keep such information strictly confidential; provided, however, that the foregoing obligation of confidence shall not apply to information that is required to be disclosed by any applicable law, rule or regulation of any governmental authority.

16.Rights Under the Older Worker Benefit Protection Act and the Age Discrimination and Employment Act.  Executive acknowledges and agrees:

16.1that he has at least forty-five days to review this Agreement and Release, along with the demographic information attached hereto as Attachment 1;

16.2that he has been advised in writing to consult with an attorney regarding the terms of this Agreement and Release prior to executing this Agreement and Release;

16.3that, if he executes this Agreement and Release, he has seven days following the execution of this Agreement and Release to revoke this Agreement and Release, by submitting, in writing, notice of such revocation to Newfield;

16.4that this Agreement and Release shall not become effective or enforceable until the revocation period has expired;

16.5that he does not, by the terms of this Agreement and Release, waive claims or rights that may arise after the date he executes this Agreement and Release;

16.6that he is receiving, pursuant to this Agreement and Release, consideration in addition to anything of value to which he is already entitled; and

16.7that this Agreement and Release is written in such a manner that he understands his rights and obligations.

17.Agreement and Release Voluntary.  Executive acknowledges and agrees that he has carefully read this Agreement and Release and understands that it is a release of all claims, known and unknown, past or present including all claims under the Age Discrimination in Employment Act.  He further agrees that he has entered into this Agreement and Release for the above stated consideration.  He warrants that he is fully competent to execute this Agreement and Release which he understands to be contractual.  He further acknowledges that he executes this Agreement and Release of his own free will, after having a reasonable period of time to review, study and deliberate regarding its meaning and effect, and after being advised to consult an attorney, and without reliance on any representation of any kind or character not expressly set forth herein.  Finally, he executes this Agreement and Release fully knowing its effect and voluntarily for the consideration stated above.

18.Notices.  Any notices required or permitted to be given under this Agreement and Release shall be properly made if delivered in the case of Newfield to:

Newfield Exploration Company

363 N. Sam Houston Parkway East, Suite 2020

Houston, Texas  77060

Attention:  Employee Relations, Personal and Confidential

and in the case of Executive to:

_________________________

_________________________

_________________________

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Agreement and Release to be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, this ____ day of ____________, , to be effective the eighth day following execution by ____________________ unless earlier revoked.

______________________________                            _________________________________

Date                                                                   EXECUTIVE

______________________________                            NEWFIELD EXPLORATION COMPANY

Date

By:  __________________________________

Name: ________________________________

Title: _________________________________