0000950123-11-066341 Sample Contracts

FORM OF TAX SHARING AGREEMENT
Tax Sharing Agreement • July 19th, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • Delaware

This Tax Sharing Agreement (the “Agreement”) is entered into as of , 2011, by and between The Williams Companies, Inc., a Delaware corporation (“Williams”), and WPX Energy, Inc., a Delaware corporation (“WPX”) (collectively, the “parties”).

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FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between THE WILLIAMS COMPANIES, INC., and WPX ENERGY, INC. Dated as of , 2011
Separation and Distribution Agreement • July 19th, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).

FORM OF TRANSITION SERVICES AGREEMENT between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of , 2011
Transition Services Agreement • July 19th, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas

TRANSITION SERVICES AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 19th, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • New York

REGISTRATION RIGHTS AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”) and WPX Energy, Inc., a Delaware corporation (“WPX”).

FORM OF ADMINISTRATIVE SERVICES AGREEMENT between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of , 2011
Administrative Services Agreement • July 19th, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas

ADMINISTRATIVE SERVICES AGREEMENT, dated as of , 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).

CONTRIBUTION AGREEMENT BY AND AMONG WILLIAMS PRODUCTION RMT COMPANY LLC WILLIAMS ENERGY SERVICES, LLC WILLIAMS PARTNERS GP LLC, WILLIAMS PARTNERS L.P. WILLIAMS PARTNERS OPERATING LLC AND WILLIAMS FIELD SERVICES GROUP, LLC October 26, 2010
Contribution Agreement • July 19th, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • New York

This Contribution Agreement (this “Agreement”) is made and entered into as of October 26, 2010, by and among Williams Production RMT Company LLC (“RMT”), Williams Energy Services, LLC (“WES”), Williams Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner” and together with RMT and WES, the “Contributing Parties”), Williams Partners L.P., a Delaware limited partnership (the “Partnership”), Williams Partners Operating LLC, a Delaware limited liability company (the “Operating Company”), and Williams Field Services Group, LLC, a Delaware limited liability company (“WFSG,” and together with the Partnership and the Operating Company, the “Partnership Parties”).

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