0000912750-16-000060 Sample Contracts

CASH-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT
Non-Compete Agreement • May 3rd, 2016 • Newfield Exploration Co /De/ • Crude petroleum & natural gas • Delaware

Effective as of the Date of Award set forth above (the “Date of Award”), the Compensation & Management Development Committee (the “Committee”) of the Board of Directors of Newfield Exploration Company, a Delaware corporation (the “Company”), hereby awards to you, the above-named awardee, that number of Cash-Settled Restricted Stock Units set forth above, on the terms and conditions of the attached Terms and Conditions (the “Terms and Conditions”) and this Cash-Settled Restricted Stock Unit Award Agreement (the “Agreement”).

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 3rd, 2016 • Newfield Exploration Co /De/ • Crude petroleum & natural gas • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) dated as of March 18, 2016, among NEWFIELD EXPLORATION COMPANY, a Delaware corporation, (the “Borrower”); each of the lenders party to the Credit Agreement referred to below (collectively, the “Lenders”); JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); and WELLS FARGO BANK, NATIONAL ASSOCIATION as syndication agent for the Lenders.

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