Pricing Agreement

Exhibit 1.2

Execution Version

Pricing Agreement

X.X. Xxxxxx Securities Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
As Representatives of the several
Underwriters named in Schedule I hereto,		May 5, 2008
c/o X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 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 May 5, 2008 (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, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now 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 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 10 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/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Senior Vice President and Chief Financial Officer

	Accepted as of the date hereof: X.X. Xxxxxx Securities Inc. For itself and on behalf of the several Underwriters
	By:	/s/ Xxxxxxxx Xxxxxx
		Name:	Xxxxxxxx Xxxxxx
		Title:	Managing Director

	Xxxxxx Xxxxxxx & Co. Incorporated As the “qualified independent underwriter” referred to in the Underwriting Agreement
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Vice President

SCHEDULE I

		Principal Amount of
		Firm Designated
		Securities
Underwriter		to be Purchased
X.X. Xxxxxx Securities Inc.		$	270,000,000
Xxxxxx Xxxxxxx & Co. Incorporated		$	144,000,000
BMO Capital Markets Corp.		$	22,500,000
Calyon Securities (USA) Inc.		$	22,500,000
Greenwich Capital Markets, Inc.		$	22,500,000
Xxxxx Fargo Securities, LLC		$	22,500,000
Banc of America Securities LLC		$	18,000,000
DnB NOR Markets, Inc.		$	18,000,000
BBVA Securities		$	15,000,000
Fortis Securities LLC		$	15,000,000
Mizuho Securities USA Inc.		$	15,000,000
Wedbush Xxxxxx Securities Inc.		$	15,000,000
Total		$	600,000,000

SCHEDULE II

Title of Designated Securities:

7 1/8% Senior Subordinated Notes due 0000

Xxxxxxxxx Principal Amount:

$600,000,000

Price to Public:

100.00% of the principal amount of the Designated Securities

Underwriting Discount:

1.25% of the principal amount of the Designated Securities

Purchase Price by Underwriters:

98.75% 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 a.m. (New York City time) on May 8, 2008

Indenture:

Indenture dated December 10, 2001, between the Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association, formerly First Union National Bank), as Trustee (“Base Indenture”), as supplemented by the Fourth Supplemental Indenture to be dated as of May 8, 2008 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”)

Maturity:

May 15, 2018

Interest Rate:

7.125% per annum

Interest Payment Dates:

May 15 and November 15 of each year commencing on November 15, 2008

Optional Redemption Provisions:

•		Prior to May 15, 2013, make-whole at Treasuries plus 50 basis points
•		On and after May 15, 2013, at the redemption prices set forth below if redeemed during the 12-month period commencing on May 15 of the years set forth below:

2013			103.563	%
2014			102.375	%
2015			101.188	%
2016 and thereafter			100.000	%

• Prior to May 15, 2011, up to 35% of the aggregate principal amount of the Designated Securities at a redemption price of 107.125% with the proceeds of one or more underwritten offerings of the Company’s common stock under an effective registration statement

Sinking Fund Provisions:

No sinking fund provisions

Closing location for delivery of Designated Securities:

Offices of Xxxxx Xxxxx L.L.P., One Shell Plaza, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000

Names and Addresses of Representatives:

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

Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000

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 and (ii) the fourth paragraph, each under the caption “Underwriting” in the Prospectus.

The Time of Sale:

     3:10 p.m. (New York City Time) on May 5, 2008.

Time of Sale Prospectus:		1)		Prospectus dated May 2, 2008 relating to the Securities;
		2)		The preliminary prospectus supplement dated May 5, 2008 relating to the Designated Securities; and
		3)		The pricing term sheet relating to the Designated Securities to be filed as a free writing prospectus by the Company under Rule 433 of the Securities Act dated May 5, 2008.