Pricing Agreement

Exhibit 1.2

EXECUTION VERSION

Pricing Agreement

X.X. Xxxxxx Securities LLC
Xxxxx Fargo Securities, LLC
As Representatives of the several
Underwriters named in Schedule I hereto,		September 27, 2011

c/o X.X. Xxxxxx Securities LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

c/o Wells Fargo Securities, LLC
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000

Ladies and Gentlemen:

          Newfield Exploration Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 27, 2011 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Designated Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus or the Time of Sale Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus or the Time of Sale Prospectus (each as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus or the Time of Sale Prospectus, each relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth in Schedule II hereto.

          An amendment to the Registration Statement, or a supplement to the Prospectus (in preliminary and final form), as the case may be, relating to the Designated Securities, in the form heretofore delivered to you has been and is proposed to be filed with the Commission.

          Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, on the basis of the representations, warranties and agreements set forth herein and in the Underwriting Agreement, agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Firm Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

          If the foregoing is in accordance with your understanding, please sign and return to us 5 counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

          No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

[Signature page follows]

	Very truly yours, Newfield Exploration Company
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Executive Vice President and Chief Operating Officer

Accepted as of the date hereof:

X.X. Xxxxxx Securities LLC
Xxxxx Fargo Securities, LLC
For themselves and on behalf of the several Underwriters

X.X. Xxxxxx Securities LLC
By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Executive Director

Xxxxx Fargo Securities, LLC
By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Director

Signature Page to Pricing Agreement

SCHEDULE I

		Principal Amount of
		Designated
		Securities
Underwriter		to be Purchased
X.X. Xxxxxx Securities LLC		$	318,750,000
Xxxxx Fargo Securities, LLC			262,500,000
Banco Bilbao Vizcaya Argentaria, S.A.			22,500,000
DnB NOR Markets, Inc.			22,500,000
Xxxxxxx, Xxxxx & Co.			22,500,000
Mitsubishi UFJ Securities (USA), Inc.			22,500,000
Tudor, Pickering, Xxxx & Co. Securities, Inc.			22,500,000
Barclays Capital Inc.			11,250,000
Citigroup Global Markets Inc.			11,250,000
CIBC World Markets Corp.			11,250,000
Mizuho Securities USA Inc.			11,250,000
U.S. Bancorp Investments, Inc.			11,250,000
Total		$	750,000,000

SCHEDULE II

Title of Designated Securities:

5³/4% Senior Notes due 0000

Xxxxxxxxx Principal Amount:

$750,000,000

Price to Public:

99.956% of the principal amount of the Designated Securities

Underwriting Discount:

0.875% of the principal amount of the Designated Securities

Purchase Price by Underwriters:

99.081% of the principal amount of the Designated Securities

Form of Designated Securities:

Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC or its designated custodian

Specified funds for payment of purchase price:

Federal (same day) funds

Time of Delivery:

10:00 a.m. (New York City time) on September 30, 2011 (T+3)

Indenture:

Indenture dated February 28, 2001, between the Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association, formerly First Union National Bank), as Trustee, as supplemented by the Second Supplemental Indenture to be dated as of September 30, 2011

Maturity:

January 30, 2022

Interest Rate:

5³/4% per annum

Interest Payment Dates:

January 30 and July 30 of each year commencing on July 30, 2012

Optional Redemption Provisions:

• Make-whole at Treasuries plus 50 basis points

Sinking Fund Provisions:

No sinking fund provisions

Closing location for delivery of Designated Securities:

Offices of Xxxxxx & Xxxxxx L.L.P., 0000 Xxxxxx, Xxxxxxx, Xxxxx 00000

Name and Address of Representatives:

X.X. Xxxxxx Securities LLC
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Xxxxx Fargo Securities, LLC
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Transaction Management
Facsimile: 000-000-0000

Listing of Designated Securities:

     None

Blackout Provisions:

     Until Closing

Underwriter Provided Information:

     The only information provided by the Underwriters and Representatives is (i) the table set forth in the first paragraph, (ii) the fourth paragraph and (iii) the tenth paragraph, each under the caption “Underwriting” in the Prospectus.

The Time of Sale:

     3:20 p.m. (New York City Time) on September 27, 2011.

Time of Sale Prospectus:		1)   The preliminary prospectus dated September 27, 2011 relating to the Designated Securities; and
		2)   The pricing term sheet relating to the Designated Securities filed or to be filed as a free writing prospectus by the Company under Rule 433 of the Securities Act dated September 27, 2011.