0001193125-09-040956 Sample Contracts

CABOT OIL & GAS CORPORATION $67,000,000 9.78% Series G Senior Notes due December 1, 2018 NOTE PURCHASE AGREEMENT Dated December 1, 2008
Note Purchase Agreement • February 27th, 2009 • Cabot Oil & Gas Corp • Crude petroleum & natural gas • New York

CABOT OIL & GAS CORPORATION, a Delaware corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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December 10, 2008 Cabot Oil & Gas Corporation
Letter Agreement • February 27th, 2009 • Cabot Oil & Gas Corp • Crude petroleum & natural gas
EMPLOYMENT AGREEMENT AMENDMENT
Employment Agreement • February 27th, 2009 • Cabot Oil & Gas Corp • Crude petroleum & natural gas

WHEREAS, by letter dated August 29, 2001, Cabot Oil & Gas Corporation (the “Company”) made an offer of employment to Mr. Dan O. Dinges (“Employee”) to serve as President and Chief Operating Officer of the Company and, having accepted this offer of employment, Employee endorsed such letter by affixing his signature thereto on September 17, 2001; and

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 27th, 2009 • Cabot Oil & Gas Corp • Crude petroleum & natural gas • Texas

THIS AGREEMENT, made and entered into as of the 17th day of December, 2008 and effective as of December 31, 2008 by and between CABOT OIL & GAS CORPORATION, with its principal office at 1200 Enclave Parkway, Houston, Texas 77077 (together with its successors and assigns permitted under this Agreement, the “Company”), and (the “Executive”),

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