0000950123-11-087423 Sample Contracts

Newfield Exploration Company Underwriting Agreement
Underwriting Agreement • September 28th, 2011 • Newfield Exploration Co /De/ • Crude petroleum & natural gas • New York

To the Representatives of the several Underwriters named in the respective Pricing Agreements hereinafter described

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Pricing Agreement
Pricing Agreement • September 28th, 2011 • Newfield Exploration Co /De/ • Crude petroleum & natural gas

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

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