0001193125-12-085305 Sample Contracts

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Performance-Based Restricted Stock Unit Agreement • February 28th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas

THIS [Year] PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), which contains the terms and conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”) referred to in the [Year] Performance-Based Restricted Stock Unit Award Letter delivered in hard copy or electronically to Participant (“[Year] Award Letter”), is by and between WPX ENERGY, INC., a Delaware corporation (the “Company”), and the individual identified on the last page hereof (the “Participant”).

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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 28th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), which contains the terms and conditions for the Restricted Stock Units (“Restricted Stock Units” or “RSUs”) referred to in the [Year] Restricted Stock Unit Award Letter delivered in hard copy or electronically to Participant (“[Year] Award Letter”), is by and between WPX ENERGY, INC., a Delaware corporation (the “Company”) and the individual identified on the last page hereof (the “Participant”).

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 • February 28th, 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”).

YEAR] RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 28th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), which contains the terms and conditions for the Restricted Stock Award (“Restricted Stock”) referred to in the [Year] Restricted Stock Award Letter delivered in hard copy or electronically to Participant (“[Year] Award Letter”), is by and between WPX ENERGY, INC., a Delaware corporation (the “Company”) and the individual identified on the last page hereof (the “Participant”).

WPX ENERGY, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • February 28th, 2012 • WPX Energy, Inc. • Crude petroleum & natural gas

This Nonqualified Stock Option Agreement (“Option Agreement”) contains the terms of the Option (as defined below) granted to you in this Option Agreement. Certain other terms of the Option are defined in the Plan (as defined below).

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