0000950123-11-082196 Sample Contracts

Shares WPX ENERGY, INC. Class A Common Stock FORM OF UNDERWRITING AGREEMENT

Underwriting Agreement • September 2nd, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • New York

• Contract Type
  Underwriting Agreement
• Filed
  September 2nd, 2011
• Company
  WPX Energy, Inc.
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  New York

Barclays Capital Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019

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 • September 2nd, 2011 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

• Contract Type
  Separation and Distribution Agreement
• Filed
  September 2nd, 2011
• Company
  WPX Energy, Inc.
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  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”).