0001193125-12-004256 Sample Contracts

WPX ENERGY, INC. FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT (CEO)
Control Severance Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

THIS AGREEMENT dated as of , 20 (the “Agreement Date”) is made by and between WPX Energy, Inc., a corporation incorporated under the laws of the State of Delaware (“WPX”, together with its subsidiaries, affiliates and successors thereto ) and [INSERT EXECUTIVE NAME] (“Executive”).

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EMPLOYEE MATTERS AGREEMENT by and between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of December 30, 2011
Employee Matters Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas

EMPLOYEE MATTERS AGREEMENT, dated as of December 30, 2011 (the “Employee Matters Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”), which Employee Matters Agreement shall become effective at the same time as the Separation Agreement (as defined below).

TAX SHARING AGREEMENT
Tax Sharing Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

This Tax Sharing Agreement (the “Agreement”) is entered into as of December 30, 2011, by and between The Williams Companies, Inc., a Delaware corporation (“Williams”), and WPX Energy, Inc., a Delaware corporation (“WPX”) (collectively, the “parties”).

SEPARATION AND DISTRIBUTION AGREEMENT by and between THE WILLIAMS COMPANIES, INC., and WPX ENERGY, INC. Dated as of December 30, 2011
Separation and Distribution Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas • Oklahoma

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 30, 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).

TRANSITION SERVICES AGREEMENT between THE WILLIAMS COMPANIES, INC. and WPX ENERGY, INC. Dated as of December 30, 2011
Transition Services Agreement • January 6th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas

TRANSITION SERVICES AGREEMENT, dated as of December 30, 2011 (this “Agreement”), by and between The Williams Companies, Inc., a Delaware corporation (“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).

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