NEWFIELD EXPLORATION CO /DE/ (Form: 8-K, Received: 02/06/2009 07:59:18)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2009

_____________________________

NEWFIELD EXPLORATION COMPANY

(Exact name of registrant as specified in its charter)

_____________________________

Delaware	1-12534	72-1133047
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

363 N. Sam Houston Parkway E., Suite 2020

Houston, Texas 77060

(Address of principal executive offices)

Registrant’s telephone number, including area code: (281) 847-6000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On February 5, 2009, Newfield Exploration Company (“Newfield”) issued a press release announcing its fourth quarter and full-year 2008 financial and operating results, first quarter 2009 earnings guidance and 2009 capital budget. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Corporate Succession Activities. On February 5, 2009, Newfield’s Board of Directors elected Lee K. Boothby as President, effective immediately. The Board expects to name Mr. Boothby to the additional role of Chief Executive Officer at Newfield’s Annual Meeting in May 2009, where he also will stand for election to Newfield’s Board of Directors. Mr. Boothby will succeed David A. Trice as Newfield’s President and Chief Executive Officer. Mr. Trice announced that he will retire as Chief Executive Officer at Newfield’s Annual Meeting in May 2009. Mr. Trice will stand for re-election to the Board of Directors at the Annual Meeting and, if elected, will serve a one-year term as non-executive Chairman to assist the Board in the transition.

Mr. Boothby, age 47, joined Newfield nearly 10 years ago and most recently served as Senior Vice President—Acquisitions and Business Development since October 2007. Prior to that role, he managed Newfield’s Mid-Continent operations as President of Newfield’s Mid-Continent division from February 2002 to October 2007. He was promoted from General Manager to Vice President of Newfield in November 2004. The Mid-Continent division, located in Tulsa, Oklahoma, has been Newfield’s fastest growing division during the last three years in terms of production and reserves.

On February 5, 2009, Newfield’s Board of Directors also announced that it plans to name Gary D. Packer as Executive Vice President and Chief Operating Officer, effective at the Annual Meeting in May 2009. Mr. Packer, age 46, joined Newfield in 1995. Mr. Packer currently manages Newfield’s Rocky Mountains operations as President of Newfield’s Rocky Mountain division. He has served in this position since Newfield acquired Inland Resources and entered the Rocky Mountains in 2004. He was promoted from General Manager to Newfield’s Vice President – Rocky Mountains in November 2004. The Rocky Mountains division, located in Denver, Colorado, is Newfield’s second largest division, more than tripling production and reserves since Newfield entered the Rocky Mountains in 2004.

All Newfield executive officers serve at the discretion of Newfield’s Board of Directors. Mr. Boothby and Mr. Packer both were considered named executive officers of Newfield during 2008, and a description of related party transactions can be found under the heading “Interests of Management and Others in Certain Transactions” in Newfield’s Proxy Statement related to its 2008 Annual Meeting of Stockholders.

A copy of the press release describing the promotions of Mr. Boothby and Mr. Packer and Mr. Trice’s retirement is filed herewith as Exhibit 99.2.

February 4, 2009 Grants to Executive Officers. On February 4, 2009, each executive officer of Newfield listed in the table below was granted the number of shares of time-vesting restricted stock set forth opposite his or her name.

The restricted stock, which was granted pursuant to Newfield’s 2004 Omnibus Stock Plan, vests in three equal annual installments beginning on February 4, 2011, which is the second anniversary of the grant date. All of the restricted stock will vest upon death or disability (as defined in the award agreement) or change of control (as defined in the 2004 Omnibus Stock Plan). A pro rata portion of the shares of restricted stock will vest if the executive officer’s employment is terminated by reason of his or her qualified retirement (as defined in the award agreement). Each of these awards is governed by a restricted stock agreement, the form of which is filed herewith as Exhibit 10.15 and is incorporated herein by reference.

Executive Officer	Title	Number of Shares of Time-Vested Restricted Stock
Lee K. Boothby	President		33,600
Terry W. Rathert	Senior Vice President and Chief Financial Officer		33,600
Mona Leigh Bernhardt	Vice President—Human Resources		14,400
W. Mark Blumenshine	Vice President—Land		15,360
Stephen C. Campbell	Vice President—Investor Relations		14,400
George T. Dunn	Vice President—Mid-Continent		24,000
John H. Jasek	Vice President—Gulf of Mexico		19,200
James J. Metcalf	Vice President—Drilling		15,360
Gary D. Packer	Vice President—Rocky Mountains		33,600
William D. Schneider	Vice President—Onshore Gulf Coast & International		19,200
Mark J. Spicer	Vice President—Information Technology		14,400
James T. Zernell	Vice President—Production		19,200
John D. Marziotti	General Counsel and Secretary		15,360
Brian L. Rickmers	Controller & Assistant Secretary		14,400
Susan G. Riggs	Treasurer		11,520

Indemnification Agreements. On February 5, 2009, Newfield’s Board of Directors, upon the recommendation of the Nominating & Corporate Governance Committee of the Board, approved a new form of Indemnification Agreement and directed Newfield to enter into the new Indemnification Agreements with each of Newfield’s officers and directors. The new form of Indemnification Agreement was adopted by the Board to reflect changes made to the indemnification and expense advancement provisions contained in Newfield’s amended and restated Bylaws, which also were adopted by the Board on February 5, 2009 and are described in more detail under Item 5.03 below. A copy of the form of Indemnification Agreement is filed herewith as Exhibit 10.20 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 5, 2009, Newfield’s Board of Directors, upon the recommendation of the Nominating & Corporate Governance Committee of the Board, approved an amendment and restatement of Newfield’s Bylaws, effective as of February 5, 2009 (as amended and restated, the “Bylaws”), that (1) modified the advanced notice provisions for stockholder proposals and nominations of directors for stockholder meetings and (2) clarified the indemnification and expense advancement provisions, each as further described below. In addition, the Bylaws reflect certain non-substantive language and conforming changes and other technical edits and updates.

Advanced Notice Provisions. Pursuant to the Bylaws, any stockholder who wishes to nominate a person for election as a director or to introduce an item of business at a meeting of Newfield’s stockholders must follow certain procedures. Under these procedures, the stockholder must submit the proposed nominee or item of business by delivering notice to Newfield’s Secretary at its principal executive offices. The notice must be received as follows:

·	Normally, for an annual meeting Newfield must receive the notice not less than 75 days or more than 120 days before the first anniversary of the prior year’s meeting.

However, if the annual meeting is held on a date that is more than 15 days before or 30 days after such anniversary date, Newfield must receive the notice by the later of (1) 75 days before the annual meeting and (2) 10 days after the day on which public announcement of the date of the meeting is first made.

·	If Newfield holds a special meeting, Newfield must receive the notice by the later of (1) 75 days before the special meeting and (2) 10 days after the day on which public announcement of the date of the meeting is first made.

Under the provisions contained in Newfield’s bylaws before the amendment and restatement (the “Previous Bylaws”), any stockholder who wished to bring business before or propose director nominations at an annual meeting was required to give advance written notice to Newfield’s Secretary at its principal executive offices as follows:

·	Normally, for an annual meeting, the notice was required to be received by Newfield not less than 45 days or more than 120 days in advance of the date on which Newfield filed its definitive proxy materials for the prior year’s annual meeting.

However, if the annual meeting was held on a date more than 30 days before or 30 days after the anniversary of the previous year’s annual meeting, the notice was required to be received by Newfield no later than the later of (1) 60 days before the annual meeting or (2) 10 days following the day on which public announcement of the date of the meeting was first made.

In the case of a special meeting, the notice was required to be received by Newfield not less than (1) 150 days before the special meeting or (2) 10 days following the date on which public announcement of the date of the special meeting and of the nominees to be elected at the meeting was first made.

The notice required by the Bylaws also must contain the information set forth in the Bylaws about both the nominee or the other proposed business, as applicable, and the stockholder making the nomination or proposal. The information required by the Bylaws has been expanded from the Previous Bylaws to include (1) information regarding any material relationships between the noticing stockholder and its proposed Board nominee, (2) information regarding derivatives, short positions and other economic or voting interests with respect to Newfield’s common stock and (3) a representation regarding the accuracy of the information provided.

Indemnification and Expense Advancement Provisions. The article of the Bylaws containing the indemnification and expense advancement provisions was modified to clarify that (1) the undertaking required for advancement of expenses can only be based on the language under Section 145 of the Delaware General Corporation Law and no additional or more restrictive conditions can be imposed, (2) advances of expenses will be unsecured and interest free and (3) no amendment, modification or repeal of that article of the Bylaws will have the effect of limiting, denying or otherwise adversely affecting any rights or protections of a director or officer (including a former director or officer) or other person covered by the article with respect to any acts, omissions, facts or circumstances occurring before the amendment, modification or repeal.

Item 7.01 Regulation FD Disclosure

On February 5, 2009, Newfield issued its @NFX publication, which includes fourth quarter and full-year 2008 highlights, an operational update by region, 2009 capital budget and production guidance, and tables detailing complete hedging positions as of February 4, 2009. A copy of the publication is furnished herewith as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits

	3.2	Amended and Restated Bylaws, effective as of February 5, 2009
	10.15	Form of Restricted Stock Agreement
	10.20	Form of Indemnification Agreement
	99.1	Earnings Press Release issued by Newfield on February 5, 2009
	99.2	Succession Press Release issued by Newfield on February 5, 2009
	99.3	@ NFX Publication issued by Newfield on February 5, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEWFIELD EXPLORATION COMPANY


Date: February 6, 2009	By:	/s/ Brian L. Rickmers
		Brian L. Rickmers
		Controller

Exhibit No.		Description
3.2		Amended and Restated Bylaws, effective as of February 5, 2009
10.15		Form of Restricted Stock Agreement
10.20		Form of Indemnification Agreement
99.1		Earnings Press Release issued by Newfield on February 5, 2009
99.2		Succession Press Release issued by Newfield on February 5, 2009
99.3		@ NFX Publication issued by Newfield on February 5, 2009

Exhibit 3.2

BYLAWS

NEWFIELD EXPLORATION COMPANY

A Delaware Corporation

Amended and Restated

Effective as of February 5, 2009

T able of Contents

Page

ARTICLE I OFFICES		1
Section 1.01	Registered Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Section 1.02	Other Offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
ARTICLE II STOCKHOLDERS		1
Section 2.01	Place of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Section 2.02	Quorum; Withdrawal During Meeting; Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Section 2.03	Annual Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Section 2.04	Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Section 2.05	Record Dates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Section 2.06	Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Section 2.07	List of Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Section 2.08	Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Section 2.09	Voting; Elections; Inspectors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Section 2.10	Conduct of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Section 2.11	Treasury Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Section 2.12	Action Without Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Section 2.13	Nominations and Stockholder Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
ARTICLE III BOARD OF DIRECTORS		9
Section 3.01	Power; Number; Term of Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Section 3.02	Quorum; Required Vote for Director Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Section 3.03	Place of Meetings; Order of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Section 3.04	First Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Section 3.05	Regular Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Section 3.06	Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Section 3.07	Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Section 3.08	Vacancies; Increases in the Number of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Section 3.09	Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Section 3.10	Action Without a Meeting; Telephone Conference Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Section 3.11	Approval or Ratification of Acts or Contracts by Stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
ARTICLE IV COMMITTEES		11
Section 4.01	Designation; Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Section 4.02	Procedure; Meetings; Quorum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Section 4.03	Subcommittees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
ARTICLE V OFFICERS		12
Section 5.01	Number, Titles and Term of Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Section 5.02	Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Section 5.03	Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Section 5.04	Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Section 5.05	Powers and Duties of the Chief Executive Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Section 5.06	Chairman of the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Section 5.07	Powers and Duties of the President. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Section 5.08	Vice Presidents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Section 5.09	Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Section 5.10	Assistant Secretaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Section 5.11	Action with Respect to Securities of Other Corporations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS		14
Section 6.01	Right to Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Section 6.02	Advance Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Section 6.03	Appearance as a Witness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Section 6.04	Employees and Agents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Section 6.05	Right of Claimant to Bring Suit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Section 6.06	Nonexclusivity of Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Section 6.07	Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Section 6.08	Savings Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Section 6.09	Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
ARTICLE VII CAPITAL STOCK		16
Section 7.01	Certificates of Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Section 7.02	Transfer of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Section 7.03	Ownership of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Section 7.04	Regulations Regarding Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Section 7.05	Lost, Stolen, Destroyed or Mutilated Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
ARTICLE VIII MISCELLANEOUS PROVISIONS		18
Section 8.01	Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Section 8.02	Corporate Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Section 8.03	Facsimile Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Section 8.04	Reliance upon Books, Reports and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
ARTICLE IX AMENDMENTS		18

BYLAWS

NEWFIELD EXPLORATION COMPANY

A Delaware Corporation

(Amended and Restated Effective as of February 5, 2009)

ARTICLE I

OFFICES

Section 1.01 Registered Office . The registered office of Newfield Exploration Company (the “ Corporation ”) required by the General Corporation Law of the State of Delaware (the “ DGCL ”) to be maintained in the State of Delaware shall be the registered office named in the original certificate of incorporation of the Corporation (as amended from time to time, the “ Charter ”), or such other office as may be designated from time to time by the Board of Directors of the Corporation (the “ Board ”) in the manner provided by law. If the Corporation maintains a principal office within the State of Delaware, the registered office need not be identical to such principal office of the Corporation.

Section 1.02 Other Offices . The Corporation may have other offices at such places both within and without the State of Delaware as the Board may from time to time determine or as the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 2.01 Place of Meetings . All meetings of stockholders shall be held at the principal office of the Corporation, or at such other place either within or without the State of Delaware specified or fixed in the notices or waivers of notice thereof.

Section 2.02 Quorum; Withdrawal During Meeting; Adjournment . Unless otherwise required by law, the Charter or these bylaws, the holders of a majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, present in person or represented by proxy, shall constitute a quorum at any such meeting of stockholders for the transaction of business. If there is a required quorum present when any duly organized meeting convenes, stockholders present may continue to transact business until adjournment, notwithstanding the subsequent withdrawal of stockholders or proxies that reduce the total number of voting shares below the number of shares required for a quorum.

Notwithstanding other provisions of the Charter or these bylaws, the chairman of a meeting of stockholders or the holders of a majority of the issued and outstanding stock entitled to vote at such meeting, present in person or represented by proxy, whether or not a quorum is present, have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at such meeting. At such adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted that might have been transacted at the meeting as originally called. If a quorum is present at the original duly organized meeting of stockholders, it is also present at an adjourned session of such meeting.

Section 2.03 Annual Meetings . An annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly be considered at the meeting, shall be held at such place, within or without the State of Delaware, on such date and at such time as the Board fixes and sets forth in the notice of the meeting. If the Board has not fixed a place for the holding of the annual meeting of stockholders in accordance with this section, such annual meeting shall be held at the principal place of business of the Corporation.

Section 2.04 Special Meetings . Unless otherwise provided in the Charter, special meetings of stockholders for any proper purpose or purposes may be called at any time by the Chairman of the Board (the “ Chairman ”) (if any), by the President or by a majority of the Board, or by a majority of the executive committee (if any), and shall be called by the Chairman (if any), by the President or the Secretary upon the written request therefor, stating the purpose or purposes of the meeting, delivered to such officer, signed by the holder(s) of at least 50% of the issued and outstanding stock entitled to vote at such meeting.

If not otherwise stated in or fixed in accordance with the remaining provisions hereof, the record date for determining stockholders entitled to call a special meeting shall be the date any stockholder first signs the notice of that meeting. Only business within the proper purpose or purposes described in the notice (or waiver thereof) required by these bylaws may be conducted at a special meeting of stockholders.

Section 2.05 Record Dates .

(a) Stockholder Meetings . To determine stockholders entitled to notice of or to vote at any meeting of stockholders, the Board may fix, in advance, a date as the record date for any such determination, which date shall not be more than 60 nor less than 10 days prior to the date of such meeting. If the Board does not fix a record date for any meeting of stockholders, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived in accordance with Section 8.03 hereof, the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however , that the Board may fix a new record date for the adjourned meeting.

(b) Action Without Meeting . If, in accordance with Section 2.12 hereof, corporate action without a meeting of stockholders is to be taken, the Board may fix a record date for determining stockholders entitled to consent in writing to such corporate action, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 10 days subsequent to the date upon which the resolution fixing the record date is adopted by the Board. If no record date is fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office, its principal place of business or to an officer or to agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the close of business on the day on which the Board adopts the resolution taking such prior action.

(c) Dividends, Etc. To determine stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or stockholders entitled to exercise any rights in connection with any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board adopts the resolution relating thereto.

Section 2.06 Notice of Meetings . The President, the Secretary or the other person(s) calling a meeting of stockholders shall cause written notice of the place, date and hour of such meeting and, in the case of a special meeting, the purpose or purposes for which such meeting is called, to be given personally or by mail, or in the case of stockholders who have consented to such delivery, by electronic mail or other means of electronic transmission, not less than 10 nor more than 60 days prior to the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is mailed, it shall be deemed to have been given to a stockholder when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the record of stockholders of the Corporation. If such notice is given by electronic transmission, it will be deemed given: (a) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (b) if by posting on an electronic network with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; or (c) if by other means of electronic transmission, at the time specified in the applicable provisions of the DGCL. Such further notice of meetings of stockholders shall be given as may be required by applicable law.

Any consent to receive notice by electronic transmission shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation, to the transfer agent or any other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

A written waiver of any notice of any meeting signed by the person entitled thereto shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders needs to be specified in a written waiver of notice. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 2.07 List of Stockholders . The officer or agent having charge of the share transfer records of the Corporation shall prepare and make, at least 10 days prior to each meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order, showing the address and number of registered shares of each stockholder.

Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. Such list also shall be produced at the time and place of the meeting and kept during the whole meeting. Any stockholder who is present at the meeting may inspect such list. The original share transfer records shall be prima facie evidence as to the identity of those stockholders entitled to examine such voting list or transfer records or to vote at any meeting of stockholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

Section 2.08 Proxies . Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy. Proxies for use at any meeting of stockholders shall be filed with the Secretary, or such other officer as the Board may from time to time determine by resolution, before or at the time of such meeting.

A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or such stockholder’s authorized officer, director, employee or agent, or by causing such signature to be affixed to such writing by any reasonable means including, by facsimile signature, or by transmitting, or authorizing the transmission of, a telegram, cablegram, data or voice telephonic communication, electronic mail or other electronic communication to the person designated as the holder of the proxy, a proxy solicitation firm, a proxy support service organization or a like authorized agent. No proxy shall be valid after three years from its date, unless such proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and only as long as it is coupled with an interest sufficient in law to support an irrevocable power. Proxies by telegram, cablegram, data or voice telephonic communications, electronic mail or other electronic communication must either set forth or be submitted with information from which it can be determined that such electronic transmission was authorized by the stockholder. If it is determined that such electronic transmission is valid, the inspectors shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 2.09 Voting; Elections; Inspectors . Unless otherwise required by law or provided in the Charter, each stockholder shall, on each matter submitted to a vote at a meeting of stockholders, have one vote for each share of capital stock entitled to vote thereon that is registered in his or her name on the record date for such meeting. Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws (or comparable instrument) of such corporation may prescribe, or in the absence of such provision, as the Board (or comparable body) of such corporation may determine. Shares registered in the name of a deceased person may be voted by his or her executor or administrator, either in person or by proxy.

Unless otherwise required by law, applicable stock exchange rules, the Charter or these bylaws, a vote of stockholders may be taken other than by written ballot; provided, however , that upon demand by stockholders holding a majority of the issued and outstanding stock present in person or by proxy at any meeting of stockholders, a vote shall be taken by written ballot. Any vote not required to be taken by written ballot may be taken in any manner approved by the presiding officer of the meeting;. Unless otherwise provided in the Charter, all elections of directors shall be taken by written ballot. Each ballot shall state the name of the stockholder or proxy voting and such other information as may be required under the procedures established for the meeting. If authorized by the Secretary, a written ballot may include a ballot submitted by telegram, cablegram, data or voice telephonic communication, electronic mail or other electronic transmission provided that such transmission either set forth or be submitted with information from which it can be determined that such transmission was authorized by the stockholder.

The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspectors shall: (a) ascertain the number of shares outstanding and the voting power of each; (b) determine the shares represented at a meeting and the validity of proxies and ballots; (c) count all votes and ballots; (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties.

Each director shall be elected by the vote of a majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present; provided that if, as of a date that is 14 days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission (the “ SEC ”), the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. A majority of the votes cast means that the number of shares voted “for” a director’s election must exceed the number of votes cast “against” that director’s election. If an incumbent director nominee fails to receive a sufficient number of votes for re-election, such director shall submit an irrevocable resignation in writing to the chairperson of the Nominating & Corporate Governance Committee of the Board (the "Governance Committee"). The Governance Committee shall make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The Board shall act on the resignation, taking into account the Governance Committee’s recommendation, and publicly disclose its decision and, if such resignation is rejected, the rationale behind its decision within 90 days from the date of the certification of the election results.

Except as otherwise required by law, applicable stock exchange rules, the Charter or these bylaws, all matters other than the election of directors shall be determined by a majority of the votes cast. Unless otherwise provided in the Charter, cumulative voting for the election of directors shall be prohibited.

Section 2.10 Conduct of Meetings . A meeting of stockholders shall be presided over by the chairman of the meeting, who shall be the Chairman (if any) or his or her designee, or if he or she is not present, the President or his or her designee, or if neither the Chairman (if any) nor President is present, a chairman elected at the meeting. The Secretary of the Corporation, if present, shall act as secretary of the meeting, or if he or she is not present, an Assistant Secretary (if any) shall so act; if neither the Secretary nor an Assistant Secretary (if any) is present, then a secretary shall be appointed by the chairman of the meeting. The chairman of any meeting of stockholders shall determine the order of business and the procedures for the meeting, including such regulation of the manner of voting and the conduct of discussion, as the chairman of the meeting shall determine in his or her discretion.

Section 2.11 Treasury Stock . Neither the Corporation nor any other person shall vote, directly or indirectly, shares of the Corporation’s own stock owned by the Corporation, shares of the Corporation’s own stock owned by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, or shares of the Corporation’s own stock held by the Corporation in a fiduciary capacity and such shares shall not be counted for quorum purposes or in determining the number of outstanding shares.

Section 2.12 Action Without Meeting . Unless otherwise provided in the Charter, any action permitted or required by law, the Charter or these bylaws to be taken at a meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of at least 66⅔% of the outstanding stock entitled to vote thereon and such consent shall be delivered to the Corporation’s registered office or principal place of business, or to an officer or agent of the Corporation having custody of the book in which the proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature thereto and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the first consent delivered to the Corporation in the manner required by this section, written consents signed by a sufficient number of holders to take action are delivered to the Corporation.

Section 2.13 Nominations and Stockholder Business . Only those persons who are nominated in accordance with the procedures set forth in these bylaws are eligible for election as directors at any meeting of stockholders. Only business that has been brought before a meeting of stockholders in accordance with the procedures set forth in these bylaws shall be conducted at the meeting. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this section and, if any proposed nomination or business is not in compliance with this section, to declare that such defective nomination or business proposal will be disregarded.

(a) Annual Meetings . Nominations of persons for election to the Board and the proposal of business to be considered by stockholders at an annual meeting of stockholders may be made only (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board or (iii) by a stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this section, who is entitled to vote at the meeting and who complied with the notice procedures set forth in these bylaws.

For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to this section, (i) such stockholder must give timely notice thereof in writing to the Secretary and (ii) such business must be a proper subject for stockholder action under the DGCL.

To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not less than 75 days nor more than 120 days prior to the first anniversary of the prior year’s annual meeting of stockholders; provided, however , that if the date of the annual meeting is more than 15 days before or 30 days after such anniversary date, to be timely, notice by the stockholder must be delivered by the later of (i) 75 days prior to such annual meeting and (ii) 10 days after the day on which public announcement of the date of such meeting is first made. In no event shall the adjournment or postponement of an annual meeting (or the announcement thereof) commence a new time period (or extend any time period) for a stockholder to give the notice described above.

(b) Special Meetings . Nominations of persons for election to the Board and the proposal of business to be considered by stockholders at a special meeting of stockholders may be made only (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board or (iii) by a stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this section, who is entitled to vote at the meeting and who complied with the notice procedures set forth in these bylaws.

To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation by the later of (i) 75 days prior to such special meeting and (ii) 10 days following the date on which public announcement of the date of the special meeting is first made. In no event shall the adjournment or postponement of a special meeting (or the announcement thereof) commence a new time period (or extend any time period) for a stockholder to give the notice described above.

In addition to the foregoing, to be valid, a stockholder’s notice must (a) as to each person whom the stockholder (“ Noticing Stockholder ”) proposes to nominate for election or re-election as a director, (i) set forth all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (ii) set forth any material relationships (financial or otherwise) between the Noticing Stockholder and its proposed nominee and (iii) include such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (b) as to any other business that the stockholder proposes to bring before the meeting, set forth a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such Noticing Stockholder and the beneficial owner, if any, on whose behalf the proposal is made and (c) as to the Noticing Stockholder, and any beneficial owner on whose behalf the nomination or proposal is made (collectively with the Noticing Stockholder, the “ Holders ”), (i) the name and address of the Noticing Stockholder as they appear on the Corporation’s books, (ii) the name and address of all other Holders, if any, (iii) the class or series and number of shares of the Corporation that are owned beneficially and/or of record by each of the Holders, (iv) the Ownership Information (as defined below) for the Holders and (v) the Noticing Stockholder’s representation as to the accuracy of the information set forth in the notice. In addition to the foregoing, the Noticing Stockholder also shall provide the Corporation with any other information reasonably requested by the Corporation.

Notwithstanding the foregoing provisions of this section, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this section. Nothing in this section shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

For purposes of this section, “public announcement” means a disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the SEC pursuant to Section 9, 13, 14 or 15(d) of the Exchange Act.

For purposes of this section, “ Ownership Information ” means: (a) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not the instrument or right is subject to settlement in the underlying class or series of shares of the Corporation or otherwise (a “ Derivative Instrument ”) that is directly or indirectly owned beneficially by any of the Holders and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (b) any proxy, contract, arrangement, understanding or relationship pursuant to which any of the Holders has a right to vote or has granted a right to vote any shares of the Corporation, (c) any short interest held by any of the Holders in any shares of the Corporation (a Holder is deemed to hold a short interest in a security if such Holder directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (d) any rights to dividends on shares of the Corporation owned beneficially by any of the Holders that are separated or separable from the underlying shares of the Corporation, (e) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which any of the Holders is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity, (f) any performance-related fees (other than an asset-based fee) that any of the Holders is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments and (g) any arrangements, rights or other interests described in the preceding clauses of this paragraph held by any member of the immediate family of any of the Holders that shares the same household with such Holder.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01 Power; Number; Term of Office . The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed by or under the direction of, the Board. Subject to the restrictions imposed by law or the Charter, the Board may exercise all powers of the Corporation.

Unless otherwise provided in the Charter, the number of directors that constitute the Board shall be determined from time to time by resolution of the Board (provided that the Board may not decrease the number of directors if it would have the effect of shortening the term of an incumbent director). Each director shall hold office for the term for which he or she is elected and thereafter until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. A director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. A resignation is effective when delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon a director failing to receive a specified vote for re-election as a director may provide that it is irrevocable.

Unless otherwise provided in the Charter, directors need not be stockholders or residents of the State of Delaware.

A Chairman may be appointed by the Board. The Chairman must be a director. The Chairman shall preside at all meetings of stockholders and of the Board and shall have such other powers and duties as designated in accordance with these bylaws and as may be assigned to him or her from time to time by the Board. The Chairman may be removed, either with or without cause, by the vote of a majority of the whole Board at a special meeting called for such purpose, or at any regular meeting of the Board, provided the notice for such meeting shall specify that such proposed removal will be considered at the meeting; provided, however , that such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Appointment as Chairman shall not of itself create contractual rights.

Section 3.02 Quorum; Required Vote for Director Action . Unless otherwise required by law, the Charter or these bylaws, a majority of the total number of directors shall constitute a quorum for the transaction of business by the Board and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.03 Place of Meetings; Order of Business . The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by law, in such place or places, within or outside the State of Delaware, as the Board may from time to time determines by resolution. At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by the Chairman (if any), or in his or her absence by the President (if the President is a director) or by resolution of the Board.

Section 3.04 First Meeting . Each newly elected Board may hold its first meeting for the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of stockholders. Notice of such meeting is not required. At the first meeting of the Board at which a quorum is present following an annual meeting of stockholders, the Board shall elect the officers of the Corporation.

Section 3.05 Regular Meetings . Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board. Notice of such regular meetings is not required.

Section 3.06 Special Meetings . A Special meeting of the Board may be called by the Chairman (if any), the President or, upon written request of any two directors, by the Secretary, at such place (within or without the State of Delaware), date and hour as may be specified in the notice or waiver of notice of such meeting. A special meeting of the Board may be called on no less than (a) 24 hours’ notice if given to each director personally, by telephone (including a voice messaging system), facsimile, electronic mail or other electronic means or (b) five days’ notice, if notice is mailed to each director, addressed or transmitted to him or her at such director’s usual place of business or other designated location. All notices given to directors by electronic transmission shall be deemed to have been given when directed to the telephone number, electronic mail address, facsimile number or other location provided by the director to the Secretary. Notice of any special meeting need not be given to any director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any director who waives notice, whether before or after such meeting.

Section 3.07 Removal . Any one or more directors or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 3.08 Vacancies; Increases in the Number of Directors . Unless otherwise provided in the Charter or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of stockholders having the right to vote as a single class may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Section 3.09 Compensation . Unless otherwise provided in the Charter, the Board shall have the authority to fix the compensation, if any, of directors.

Section 3.10 Action Without a Meeting; Telephone Conference Meeting . Unless otherwise provided in the Charter, any action required or permitted to be taken at any meeting of the Board, or any committee designated by the Board, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Unless otherwise restricted by the Charter, subject to the requirement for notice of meetings, members of the Board, or members of any committee designated by the Board, may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.11 Approval or Ratification of Acts or Contracts by Stockholders . The Board in its discretion may submit any act or contract for approval or ratification at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of considering any such act or contract, and any act or contract that is approved or ratified by the vote of stockholders holding a majority of the issued and outstanding shares of stock of the Corporation entitled to vote and present in person or represented by proxy at such meeting (provided that a quorum is present), shall be as valid and as binding upon the Corporation and upon all stockholders as if it had been approved or ratified by every stockholder of the Corporation. In addition, any such act or contract may be approved or ratified by the written consent of stockholders holding 66⅔% of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereon.

ARTICLE IV

COMMITTEES

Section 4.01 Designation; Powers . The Board may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee is absent or disqualified, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any absent or disqualified member. Any such committee , to the extent provided by resolution of the Board, shall have and may exercise such of the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; provided, however , that no such committee shall have the power or authority to (a) approve, adopt or recommend to the stockholders any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) amend these bylaws. A member of a committee may resign at any time upon written notice to the Corporation.

Section 4.02 Procedure; Meetings; Quorum . Any committee designated pursuant to Section 4.01 hereof, shall choose its own chairman and secretary, shall keep regular minutes of its proceedings and report the same to the Board when requested, shall fix its own rules or procedures, and shall meet at such times and at such place or places as may be provided by such rules or procedures, or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution.

Section 4.03 Subcommittees . Unless otherwise provided in the Charter or the resolution of the Board designating a committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V

OFFICERS

Section 5.01 Number, Titles and Term of Office . The officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President) and a Secretary and such other officers as the Board may from time to time elect or appoint. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. An officer may resign at any time upon written notice to the Corporation. Any number of offices may be held by the same person. An officer does not need to be a director.

Section 5.02 Compensation . The salaries or other compensation, if any, of the officers of the Corporation shall be fixed from time to time by the Board.

Section 5.03 Removal . Any officer may be removed, either with or without cause, by the vote of a majority of the whole Board at a special meeting called for such purpose, or at any regular meeting of the Board, provided the notice for such meeting shall specify that such proposed removal will be considered at the meeting; provided, however , that such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment as an officer shall not of itself create contractual rights.

Section 5.04 Vacancies . Any vacancy occurring in any office of the Corporation may be filled by the Board.

Section 5.05 Powers and Duties of the Chief Executive Officer . The President shall be the chief executive officer of the Corporation unless the Board designates another officer as the chief executive officer. Subject to the control of the Board, the chief executive officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation; and he or she shall have such other powers and duties as designated in accordance with these bylaws and as may be assigned to him or her from time to time by the Board. Unless the Board otherwise determines, the chief executive officer shall, in the absence of the Chairman or if there be no Chairman, preside at all meetings of stockholders and (if he or she is a director) of the Board.

Section 5.06 Chairman of the Board . The position of Chairman shall not be an officer of the Corporation.

Section 5.07 Powers and Duties of the President . Unless the Board otherwise determines, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation, and he or she shall have such other powers and duties as designated in accordance with these bylaws and as may be assigned to him or her from time to time by the Board.

Section 5.08 Vice Presidents . In the absence of the President, or in the event of his or her inability or refusal to act, a Vice President designated by the Board or, in the absence of such designation, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President; provided, however , that such Vice President shall not preside at meetings of the Board unless he or she is a director. Each Vice President shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 5.09 Secretary . The Secretary shall keep the minutes of all meetings of the Board, committees of directors and of stockholders in books provided for such purpose; he or she shall attend to the giving and serving of all notices; he or she may in the name of the Corporation affix the seal of the Corporation to all contracts of the Corporation and attest thereto; he or she may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; he or she shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to inspection by any director upon application at the office of the Corporation during business hours; he or she shall have such other powers and duties as designated in accordance with these bylaws and as may be prescribed from time to time by the Board; and he or she shall in general perform all acts incident to the office of Secretary, subject to the control of the chief executive officer and the Board.

Section 5.10 Assistant Secretaries . Each Assistant Secretary (if any) shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in accordance with these bylaws and as may be prescribed from time to time by the chief executive officer, the Board or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during the Secretary’s absence or inability or refusal to act.

Section 5.11 Action with Respect to Securities of Other Corporations . Unless otherwise determined by the Board, the chief executive officer shall have the power to vote and otherwise to act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of any other corporation, or with respect to any action of security holders thereof, in which the Corporation may hold securities and otherwise, to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES AND AGENTS

Section 6.01 Right to Indemnification . Subject to the limitations and conditions provided in this article, each person who was or is made a party to or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an action by or in the right of the Corporation) (hereinafter a “ proceeding ”), or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer of the Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all reasonable expense, liability and loss (including without limitation, attorneys’ fees, judgments, fines, excise or similar taxes, punitive damages or penalties and amounts paid or to be paid in settlement) actually incurred or suffered by such person in connection with such proceeding, and such indemnification under this article shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors and administrators; provided, however , that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification granted pursuant to this article shall be a contractual right, and no amendment, modification or repeal of this article shall have the effect of limiting or denying any such rights with respect to any acts, omissions, facts or circumstances occurring prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification conferred in this article could involve indemnification for negligence or under theories of strict liability.

Section 6.02 Advance Payment . The right to indemnification conferred in this article shall include the right to be paid or reimbursed by the Corporation for the reasonable expenses incurred by a person of the type entitled to be indemnified under Section 6.01 hereof who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the person’s ultimate entitlement to indemnification; provided, however , that the payment of such expenses incurred by any such person in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of a written affirmation by such director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this article and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this article or otherwise. Such written undertaking shall only be based on the language under Section 145 of the DGCL and no additional or more restrictive conditions may be imposed upon such person. Advances shall be unsecured and interest-free.

Section 6.03 Appearance as a Witness . Notwithstanding any other provision of this article, the Corporation may pay or reimburse expenses incurred by a director or officer in connection with his or her appearance as a witness or other participation in a proceeding at a time when he or she is not a named defendant or respondent in the proceeding.

Section 6.04 Employees and Agents . The Corporation may, by action of its Board, provide indemnification and advancement of expenses to employees and agents of the Corporation, individually or as a group, with the same scope and effect as the indemnification and advancement of expenses of directors and officers provided for in this article.

Section 6.05 Right of Claimant to Bring Suit . If a written claim received by the Corporation from or on behalf of an indemnified party under this article is not paid in full by the Corporation within 90 days after such receipt, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.06 Nonexclusivity of Rights . The right to indemnification and advancement and payment of expenses conferred in this article shall not be exclusive of any other rights which a director or officer or other person covered by this article may have or hereafter acquire under any law (common or statutory), provision of the Charter, these bylaws, any agreement, vote of stockholders or disinterested directors or otherwise.

Section 6.07 Insurance . The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, employee, agent or similar functionary of another domestic or foreign corporation, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss asserted against any such person and incurred in any such capacity, or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this article.

Section 6.08 Savings Clause . If this article or any portion hereof shall be invalidated on any grounds by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director, officer or any other person indemnified in accordance with this article as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any proceeding, to the full extent permitted by any applicable and valid portion of this article to the fullest extent permitted by applicable law. The rights conveyed by this article shall be contractual rights, and no amendment, modification or repeal of any of the provisions of this article shall have the effect of limiting, denying or otherwise adversely affecting any rights or protections of a director or officer (including a former director or officer) or other person under this article with respect to any acts, omissions, facts or circumstances occurring prior to any such amendment, modification or repeal.

Section 6.09 Definitions . For purposes of this article, reference to the “Corporation” shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the Board, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this article with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VII

CAPITAL STOCK

Section 7.01 Certificates of Stock . The shares of the capital stock of the Corporation shall be represented by certificates, provided, however , that the Board may determine by resolution that some or all of any or all the classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and, upon request, every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chief Executive Officer (if any), the President or a Vice President, and by the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 7.02 Transfer of Shares . The shares of stock of the Corporation shall only be transferable on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives. Upon (a) surrender to the Corporation or a transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, (b) in the case of uncertificated shares, receipt of proper transfer instructions and compliance with appropriate procedures for transferring shares in uncertificated form or (c) compliance with the provisions of Section 7.05 hereof, as applicable, and of compliance with any transfer restrictions applicable thereto contained in any agreement to which the Corporation is a party, or of which the Corporation has knowledge by reason of a legend with respect thereto placed upon any such surrendered stock certificate, it shall be the duty of the Corporation to issue a new certificate or uncertificated shares, as applicable, to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 7.03 Ownership of Shares . The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the owner in fact thereof at that time for purposes of voting such shares, receiving distributions thereon or notices in respect thereof, transferring such shares, exercising rights of dissent, exercising or waiving any preemptive rights, or giving proxies with respect to such shares; and, neither the Corporation nor any of its officers, directors, employees, or agents shall be liable for regarding that person as the owner of those shares at that time for those purposes, regardless of whether or not that person possesses a certificate for those shares.

Section 7.04 Regulations Regarding Certificates . The Board shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the capital stock of the Corporation and its transfer.

Section 7.05 Lost, Stolen, Destroyed or Mutilated Certificates . The Board may determine the conditions upon which a new certificate of stock may be issued in place of any certificate which is alleged to have been lost, stolen, destroyed or mutilated; and may, in its discretion, require the owner of such certificate or his or her legal representative to give bond, with sufficient surety, to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by reason of the issuance of a new certificate in the place of the one so lost, stolen, destroyed or mutilated.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01 Fiscal Year . The fiscal year of the Corporation shall be such as established from time to time by the Board.

Section 8.02 Corporate Seal . The Board may provide a suitable seal containing the name of the Corporation. The Secretary shall have charge of the seal (if any). If and when so directed by the Board or a committee thereof, duplicates of the seal may be kept and used by an Assistant Secretary.

Section 8.03 Facsimile Signatures . In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized elsewhere in these bylaws, facsimile signatures of any officer or officers of the Corporation may be used as determined by the Board.

Section 8.04 Reliance upon Books, Reports and Records . A member of the Board, or a member of any committee thereof, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the Corporation’s stock might properly be purchased or redeemed.

ARTICLE IX

AMENDMENTS

The power to adopt, amend or repeal bylaws resides in the stockholders entitled to vote; provided, however , that the Corporation may, in the Charter, confer the power to adopt, amend or repeal bylaws upon the Board. The fact that such power has been so conferred upon the Board, shall not divest stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

NEWFIELD EXPLORATION COMPANY

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT (this “ Agreement ”) is made as of February 4, 2009 (the “ Date of Grant ”) and is by and between Newfield Exploration Company (the “ Company ”) and ___________________________ (“ Employee ”).

(a) Restricted Shares . Pursuant to the Newfield Exploration Company 2004 Omnibus Stock Plan (as amended from time to time, the “ Plan ”), ________ shares of the Company’s common stock, par value $.01, will be issued in Employee’s name subject to the Forfeiture Restrictions described in Section 2 below (the “ Restricted Shares ”).

(b) Plan Incorporated . Employee acknowledges receipt of a copy of the Plan and agrees that the Restricted Shares shall be subject to all of the terms and provisions of the Plan (including any future amendments thereof), which terms and provisions are incorporated herein for all purposes. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

2. Forfeiture Restrictions . Employee hereby accepts the award of the Restricted Shares and agrees with respect thereto as follows:

(a) No Transfer . Except as otherwise provided in Paragraph X of the Plan, the Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred or disposed of to the extent then subject to Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender the Restricted Shares to the Company as provided in this Section 2 are herein referred to as “ Forfeiture Restrictions .” Forfeiture Restrictions shall be binding upon and enforceable against any permitted transferee of the Restricted Shares.

(b) Termination of Employment . If, prior to the fourth year anniversary of the Date of Grant, Employee’s employment with the Company is terminated for any reason (including as described in the last sentence of Paragraph XII(b) of the Plan) other than a separation from service by reason of (i) death or Disability (as defined below) of Employee or (ii) Employee’s Qualified Retirement (as defined below), Employee shall, for no consideration, forfeit to the Company all Restricted Shares to the extent then subject to Forfeiture Restrictions.

(c) Death or Disability . If not previously forfeited, Forfeiture Restrictions with respect to the Restricted Shares shall lapse upon a separation from service by reason of Employee’s death or Disability.

(d) Qualified Retirement . If Employee’s employment is terminated by reason of Employee’s Qualified Retirement, if not previously forfeited, Forfeiture Restrictions shall lapse with respect to the Pro Rata Shares, if any, and Employee shall, for no consideration, forfeit to the Company all Restricted Shares to the extent thereafter still subject to Forfeiture Restrictions.

(e) Continuous Employment . If not previously forfeited, Forfeiture Restrictions with respect to the Restricted Shares shall lapse on the indicated anniversary of the Date of Grant (each, an “ Anniversary Date ”) in accordance with the following schedule:

Annual Anniversary of Date of Grant	Percentage of Restricted Shares Subject to Forfeiture Restrictions as to which Forfeiture Restrictions Lapse
Second	33 1/3%
Third	50%
Fourth	100%

3. Definitions . The following terms shall have the indicated meanings:

(a) “Disability” has the meaning set forth in Section 409A(a)(2)(A)(ii) of the Code.

(b) “ Pro Rata Shares ” means, as of the date of Employee’s Qualified Retirement (the “ Retirement Date ”), the number of Restricted Shares, if any, equal to the product of (i) the number of Restricted Shares with respect to which Forfeiture Restrictions will lapse on the next Anniversary Date following the Retirement Date multiplied by (ii) the result of (A) the number of days, if any, that have elapsed (excluding the Retirement Date) since the most recent Anniversary Date divided by (B) 365.

(c) “ Qualified Retirement” means Employee (i) either is (A) at least age 60 and signs a non-compete agreement (the form of which is attached hereto as Exhibit A ) that is effective until reaching age 62 or (B) is at least age 62, (ii) has at least 10 years of Qualified Service and (iii) provides the Requisite Notice.

(d) “Qualified Service” means (i) Employee’s continuous employment with (A) the Company or (B) a subsidiary of the Company during the time that such subsidiary is, directly or indirectly, a wholly owned subsidiary of the Company plus (b) any additional service credit granted to Employee (or a group of employees of which Employee is a member) by the Board.

(e) “Requisite Notice” means (a) if employee is an officer of the Company, at least six months prior written notice to the Board or (b) otherwise, at least three months prior written notice to the chief executive officer of the Company.

4. Certificates . Restricted Shares shall remain in the custody of the Company or its depository for safekeeping until Forfeiture Restrictions lapse or forfeiture occurs pursuant to the terms of the Plan and this Agreement. Subject to the provisions of Paragraph XII(c) of the Plan, upon the lapse of Forfeiture Restrictions without forfeiture, the Company will cause the shares to be issued in the name of Employee without any legend with respect to the Forfeiture Restrictions.

5. Community Interest Of Spouse . The community interest, if any, of any spouse of Employee in any of the Restricted Shares shall be subject to all of the terms, conditions and restrictions of this Agreement and the Plan, and shall be forfeited and surrendered to the Company upon the occurrence of any of the events requiring Employee’s interest in such Restricted Shares to be so forfeited and surrendered pursuant to this Agreement.

6. Binding Effect . This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee.

7. Entire Agreement . This Agreement and the Plan constitute the entire agreement of the parties hereto with regard to the subject matter hereof, and contain all the covenants and agreements between the parties with respect to the Restricted Shares. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an authorized officer and Employee has executed this Agreement, all as of the date first above written.

NEWFIELD EXPLORATION COMPANY

NON-COMPETE AGREEMENT

THIS NON-COMPETE AGREEMENT (this “ Agreement ”) is dated as of [date of Qualified Retirement] and is by and between Newfield Exploration Company, a Delaware corporation (the “ Company ”) and ________________, a retiring employee of the Company (“ Retiring Employee ”).

WHEREAS , Retiring Employee has been granted the awards set forth on Annex A hereto (the “ Awards ”) by the Company;

WHEREAS , pursuant to the terms of the agreements governing the Awards (the “ Award Agreements ”), Retiring Employee is entitled to certain benefits (the “ Retirement Benefits ”) if Retiring Employee’s termination of employment with the Company is by reason of a “Qualified Retirement” (as defined in each of the Award Agreements); and

WHEREAS , it is a condition to Retiring Employee being entitled to the Retirement Benefits that Retiring Employee enter into a Non-Compete Agreement substantially in the form of this Agreement;

NOW, THEREFORE , in consideration of the premises, the Retirement Benefits to be provided to Retiring Employee and the other covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions; Rules of Construction .

(a) Definitions . The following capitalized terms shall have the meaning given to it below:

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person and, if such specified Person is a natural person, the immediate family members of such specified Person. “Control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or manager, by contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“ Competing Business ” means any business involved in the acquisition or development of, or exploration for, crude oil or natural gas or any rights in or with respect crude oil or natural gas within the Covered Area.

“ Covered Area ” means (a) the United States of America and (b) any foreign jurisdiction (i) in which the Company is operating or (ii) with respect to which the Company is actively considering for operations, in the case of clause (b) only, as of the date hereof.

“ Person ” means any individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated organization or association or other legal entity of any kind.

“ Term ” means the period from the date hereof and the date on which Retiring Employee reaches 62 years of age.

(b) Rules of Construction . For purposes of this Agreement (i) unless the context otherwise requires, (A) “or” is not exclusive; (B) words applicable to one gender shall be construed to apply to each gender; (C) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement and (D) the term “Section” refers to the specified Section of this Agreement, (ii) the Section and other headings and titles contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, (iii) a reference to any Person includes such Person’s successors and assigns.

2. Non-Compete . During the Term, Retiring Employee covenants and agrees with the Company that Retiring Employee shall not, directly or indirectly, individually, through an Affiliate or otherwise (including as an officer, director, employee or consultant) own an interest or engage in, participate with or provide any financial or other support, assistance or advice to any Competing Business; provided , however , that Retiring Employee may (i) when taken together with the ownership, directly or indirectly, of all of his Affiliates, own, solely as an investment, up to 5% of any class of securities of any Person if such securities are listed on any national securities exchange or traded on the Nasdaq Stock Market so long as Retiring Employee is not a director, officer, employee of, or analogously employed or engaged by, such Person or any of such Person’s Affiliates or (ii) own securities issued by the Company.

3. Specific Performance; Injunctive Relief . Retiring Employee specifically acknowledges and agrees that the Company, in proving the Retirement Benefits, has relied on the agreements and covenants of Retiring Employee contained in this Agreement and that the terms of this Agreement are reasonable and necessary for the protection of the Company. Retiring Employee specifically acknowledges and agrees that any breach or threatened breach by Retiring Employee of his or her agreements and covenants contained herein would cause the Company irreparable harm not compensable solely in damages. Retiring Employee further acknowledges and agrees that it is essential to the effective enforcement of this Agreement that Company be entitled to the remedies of specific performance, injunctive relief and similar remedies and Retiring Employee agrees to the granting of any such remedies upon a breach or threatened breach by Retiring Employee of any of the terms hereof. The Company also shall be entitled to pursue any other remedies (at law or in equity) available to it for any breach or threatened breach of this Agreement, including the recovery of money damages; provided , however , that in no event shall Retiring Employee be liable for any damages hereunder in excess of 150% of the Retirement Benefits.

4. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

5. Amendment; Modification; Waiver . No amendment or modification of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the Company and Retiring Employee, except that any of the terms or provisions of this Agreement may be waived in writing at any time by the party that is entitled to the benefits of such waived terms or provisions. No single waiver of any of the provisions of this Agreement shall be deemed to or shall constitute, absent an express statement otherwise, a continuous waiver of such provision or a waiver of any other provision hereof (whether or not similar).

6. Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any covenant or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative with, and not exclusive of, any rights or remedies otherwise available.

7. No Affect on Retiring Employee’s Obligations . This Agreement shall in no way affect any other duties or obligations Retiring Employee owes to the Company by contract, law or otherwise.

8. Legal Fees . If either party hereto institutes any legal proceedings against the other for breach of any provision hereof, the losing party shall be liable for the costs and expenses of the prevailing party, including without limitation its reasonable attorneys’ fees.

9. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. Governing Law; Consent to Jurisdiction . This Agreement shall be construed in accordance with and governed by the laws of the State of Texas applicable to agreements made and to be performed wholly within that jurisdiction.

[ Signature page follows. ]

IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an authorized officer and Retiring Employee has executed this Agreement, in each case, as of the day and year first above written.

NEWFIELD EXPLORATION COMPANY

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “ Agreement ”) is effective as of February 5, 2009 and is by and between Newfield Exploration Company, a Delaware corporation (the “ Company ”), and the undersigned director or officer of the Company (“ Indemnitee ”).

WHEREAS , the Company’s Amended and Restated Bylaws (as the same have been and may be amended from time to time, the “ Bylaws ”) provide for indemnification of the Company’s directors and officers to the maximum extent permitted by the General Corporation Law of the State of Delaware (the “ DGCL ”);

WHEREAS , the Company’s Second Restated Certificate of Incorporation (as the same has been and may be amended from time to time, the “ Charter ”) provides for indemnification of the Company’s directors and officers to the maximum extent permitted by law;

WHEREAS , the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals to serve as directors and officers of the Company, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect such persons from certain liabilities (“ D&O Insurance ”);

WHEREAS , the Company believes, in light of current market conditions and trends, that D&O Insurance may be available to it in the future only at higher premiums and with more exclusions;

WHEREAS , the Charter, the Bylaws and the DGCL contemplate that contracts may be entered into with respect to indemnification of directors and officers;

WHEREAS , it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify Indemnitee so that Indemnitee may serve or continue to serve the Company free from undue concern that Indemnitee will not be adequately protected; and

WHEREAS , Indemnitee is willing to serve or continue to serve the Company on the condition that Indemnitee be so indemnified;

NOW, THEREFORE , in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby agree as follows:

1. Definitions . The following capitalized terms shall have the meanings given to them below:

“ Capacity ” means, with respect to an Enterprise, serving such Enterprise in any capacity, including as a director, officer, partner (limited or general), venturer, proprietor, trustee, employee, agent, manager, member, fiduciary, committee member, chairperson, sponsor or functionary.

“ Covered Proceeding ” means any Proceeding, whether brought by or in the right of the Company or otherwise, in which Indemnitee is or will be involved as a party, as a witness or otherwise, because (a) Indemnitee is or previously was a director or officer of the Company, (b) of any action taken by Indemnitee or of any inaction on the part of Indemnitee while so acting as a director or officer of the Company or (c) because Indemnitee is or previously was, at the request of the Company, serving another Enterprise in any Capacity; provided that any Proceeding that is brought by Indemnitee against the Company or any of its directors or officers, other than a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under this Agreement, shall not be deemed a “Covered Proceeding” without prior approval by a majority of the Board.

“ Enterprise ” means a corporation, partnership (general or limited), limited liability company, joint venture, sole proprietorship, trust, employee benefit plan, committee or other similar enterprise, entity, organization, association, venture or group.

“ Expenses ” means any judgments, fines and penalties (including any excise tax assessed with respect to an employee benefit plan) against Indemnitee in connection with a Covered Proceeding; amounts paid by Indemnitee in settlement of a Covered Proceeding and all attorneys’ fees and disbursements, accountants’ fees, private investigation fees and disbursements, retainers, court costs, transcript costs, fees of experts, fees and expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements and expenses reasonably incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in, a Covered Proceeding or to establish Indemnitee’s right of entitlement to indemnification for any of the foregoing.

“ Proceeding ” means any threatened, pending or completed action, suit, inquiry or proceeding, whether of a civil, criminal, administrative, arbitrative or investigative nature.

“ Substantiating Documentation ” means copies of bills, invoices or receipts for costs incurred by or for Indemnitee, or copies of court or agency orders or decrees or settlement agreements, as the case may be, accompanied by a sworn statement from Indemnitee that such bills, invoices, receipts, court or agency orders or decrees or settlement agreements represent costs or liabilities meeting the definition of “Expenses.”

2. Indemnity of Director or Officer . The Company hereby agrees to hold harmless and indemnify Indemnitee against Expenses to the fullest extent permitted by law. The meaning of the phrase “to the fullest extent permitted by law” includes (a) to the fullest extent permitted by any provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. Any amendment, alteration or repeal of the DGCL that adversely affects any right of Indemnitee shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

3. Additional Indemnity . The Company hereby further agrees to hold harmless and indemnify Indemnitee against Expenses provided that Indemnitee (a) acted in good faith, (b) acted in a manner he or she reasonably believed to be in or not opposed to the best interests of (i) in the case of an employee benefit plan, the participants or beneficiaries of such plan and (ii) in all other cases, the Company and (c) in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order of the court, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that Indemnitee did not (x) act in good faith, (y) act in a manner that he or she reasonably believed to be in or not opposed to the best interests of the participants or beneficiaries of an employee benefit plan or the Company, as applicable, or (z) have reasonable cause to believe that his or her conduct was unlawful. The Company shall not be required to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of the underlying Covered Proceeding.

4. Selection of Counsel . If the Company is obligated to indemnify Indemnitee for Expenses with respect to a Covered Proceeding (other than a Proceeding that is brought by Indemnitee (x) against the Company or any of its directors or officers or (y) to enforce Indemnitee’s rights under this Agreement), the Company shall be entitled to assume the defense of such Covered Proceeding, with counsel approved by Indemnitee (whose approval shall not be unreasonably withheld or delayed), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Covered Proceeding; provided that (a) Indemnitee shall have the right to employ his or her own separate counsel in any such Covered Proceeding at Indemnitee’s expense and (b) if (i) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (iii) the Company does not, in fact, employ counsel to assume the defense of such Covered Proceeding, then, in each such case, the Expenses of Indemnitee’s separate counsel shall be subject to indemnification under this Agreement.

5. Advancement of Expenses . Expenses (other than judgments, penalties, fines and settlements) incurred by Indemnitee shall be paid by the Company, in advance of the final disposition of a Covered Proceeding, within 20 days after receipt of Indemnitee’s written request accompanied by (a) Substantiating Documentation, (b) Indemnitee’s written affirmation that he or she has met the standard of conduct for indemnification and (c) the acknowledgment set forth in Section 7 of Indemnitee’s undertaking to repay such amount to the extent it is ultimately determined that Indemnitee is not entitled to such indemnification. No objections based on or involving the question whether any amount for which payment has been requested meets the definition of “Expenses,” including any question regarding the reasonableness of any such amount, shall be grounds for failure to advance to Indemnitee, or to reimburse Indemnitee for, the amount requested within such 20-day period, and the undertaking of Indemnitee set forth in Section 7 to repay any such amount to the extent it is ultimately determined that Indemnitee is not entitled to indemnification shall be deemed to include an undertaking to repay any such amounts determined not to have met such definition.

6. Right to Indemnification Upon Application; Procedures . Subject to Section 5, any indemnification under this Agreement shall be made no later than 30 days after receipt by the Company of the written request of Indemnitee, accompanied by Substantiating Documentation, unless a determination is made within such 30-day period by (a) the Board by a majority vote of a quorum consisting of directors who are not or were not parties to the Covered Proceeding, (b) a committee of the Board designated by majority vote of the Board, even though less than a quorum, (c) if there are no such directors, or if such directors so direct, independent legal counsel in a written opinion or (d) the stockholders of the Company, that Indemnitee has not met the relevant standards for indemnification set forth in this Agreement.

The right to indemnification or advances as provided in this Agreement may be enforced by Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification or advancement is not required shall be on the Company. Neither the failure of the Company (including the Board, any committee thereof, independent legal counsel or the Company’s stockholders) to make a determination prior to the commencement of a Proceeding as to whether Indemnitee has met any applicable standards of conduct and is entitled to indemnification nor an actual determination by the Company (including the Board, any committee thereof, independent legal counsel or the Company’s stockholders) that Indemnitee has not met any applicable standards of conduct and is not entitled to indemnification, shall be a defense to the Proceeding or create a presumption that Indemnitee has not met any applicable standard of conduct or is not entitled to indemnification.

7. Undertaking by Indemnitee . Indemnitee hereby undertakes to repay to the Company (a) any advances of Expenses pursuant to Section 5 and (b) any other Expenses paid to or on behalf of Indemnitee hereunder, in each case to the extent that it is ultimately determined that Indemnitee is not entitled to indemnification. As a condition to the advancement or payment of Expenses, Indemnitee shall, at the request of the Company, execute an acknowledgment that such advancement or payment is being made pursuant to and is subject to the provisions of this Agreement. Such acknowledgment shall only be based on the language of this Section 7 and no additional or more restrictive conditions may be imposed upon Indemnitee. All advances and payments shall be unsecured and interest-free.

8. Indemnification Hereunder Not Exclusive . The indemnification and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Charter, the Bylaws, the DGCL, any D&O Insurance, any other agreement or otherwise; provided, however, that this Agreement supersedes all prior written indemnification agreements between the Company (or any predecessor thereof) and Indemnitee with respect to the subject matter hereof; and provided further that Indemnitee shall reimburse the Company for amounts paid to him or her pursuant to such other rights to the extent such payments duplicate any payments received pursuant to this Agreement.

9. Continuation of Indemnity . All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director or officer of the Company (or is or was serving, at the request of the Company, another Enterprise in any Capacity) and shall continue thereafter indefinitely notwithstanding the fact that Indemnitee has ceased to serve as a director or officer of the Company or to serve such other Enterprise.

10. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion, but not the total amount, of Expenses, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses with respect to which Indemnitee is entitled to indemnification.

11. Settlement of Claims; Opportunity to Defend . The Company shall not be required to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Covered Proceeding effected without the Company’s written consent. The Company shall not settle any Covered Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold or delay its or his or her consent to any such proposed settlement. The Company shall not be required to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of the underlying Covered Proceeding.

12. Acknowledgements .

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve or to continue to serve as a director or officer of the Company, and acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve or in continuing to serve as a director or officer of the Company.

(b) Both the Company and Indemnitee acknowledge that, in certain instances, federal law or public policy may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. For example, the Company and Indemnitee acknowledge that (i) the Securities and Exchange Commission (the “ SEC ”) has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws and (ii) federal law prohibits indemnification for certain ERISA violations. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit in certain circumstances the question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.

13. Enforcement . If Indemnitee is required to commence a Proceeding to enforce rights or to collect moneys due under this Agreement and is successful, such Proceeding shall be a “Covered Proceeding” and the Company shall indemnify Indemnitee for all of Indemnitee’s Expenses in bringing and pursuing such Proceeding.

14. Exceptions . Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee:

(a) for Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce or interpret this Agreement if it is determined by a final judgment or other final adjudication by a court of competent jurisdiction that each of the material assertions made by Indemnitee in such Proceeding was not made in good faith or was frivolous;

(b) for Expenses to the extent paid directly to Indemnitee by an insurance carrier pursuant to D&O Insurance maintained by the Company; or

(c) for profits recovered from Indemnitee under section 16(b) of the Exchange Act arising from the purchase and sale (or the sale and purchase) by Indemnitee of securities of the Company or for any Expenses in connection therewith.

15. Severability . If any provision of this Agreement shall be held to be invalid, illegal or unenforceable (a) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be in any way affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. Each Section of this Agreement is a separate and independent portion of this Agreement. If the indemnification to which Indemnitee is entitled with respect to any aspect of any claim varies between two or more Sections of this Agreement, that Section providing the most comprehensive indemnification shall apply.

(a) Governing Law . This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law.

(b) Entire Agreement . This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and merges all prior discussions between them.

(c) Amendment; Modification; Waiver . No amendment or modification of this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No single waiver of any of the provisions of this Agreement shall be deemed to or shall constitute, absent an express statement otherwise, a continuous waiver of such provision or a waiver of any other provision hereof (whether or not similar).

(d) Failure or Indulgence Not Waiver; Remedies Cumulative . No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of this Agreement, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

(e) Rules of Construction . Unless the context otherwise requires, as used in this Agreement (i) a term has the meaning ascribed to it, (ii) “or” is not exclusive, (iii) “including” means “including without limitation,” (iv) words in the singular include the plural and vice versa, (v) words applicable to one gender shall be construed to apply to each gender, (vi) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (vii) the term “Section” refers to the specified Section of this Agreement and (viii) the descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent to the recipient by facsimile (receipt electronically confirmed by sender’s facsimile machine) if during normal business hours of the recipient, otherwise on the next business day, (iii) one business day after the date when sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) five business days after the date when mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the parties at the addresses indicated on the signature page hereto, or to such other address as any party hereto may, from time to time, designate in writing delivered pursuant to the terms of this Section 16(f).

(g) Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed an original and both of which together shall constitute one instrument.

(h) Successors and Assigns . This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, legal representatives and assigns.

(i) Subrogation . If payment is made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively enforce such rights by suit or otherwise.

[Signature page follows.]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement effective as of the day and year first above written.

	NEWFIELD EXPLORATION COMPANY

	By:
	_________ _________ _________ _________ _________ _________
	Address: 363 N. Sam Houston Pkwy. E. Suite 2020 Houston, Texas 77060 Facsimile: (281) 405-4242

	INDEMNITEE

	By:
	[Name]
	Address: Facsimile: (___) ____-_____

Exhibit 99.1

Newfield Reports Fourth Quarter and Full-Year 2008

Financial and Operating Results

FOR IMMEDIATE RELEASE

Houston – February 5, 2009 – Newfield Exploration Company (NYSE: NFX) today reported its unaudited fourth quarter and full-year 2008 financial and operating results. Newfield will be hosting a conference call at 8 a.m. (CST) on February 6. To participate in the call, dial 719-325-4781 or listen through the website at http://www.newfield.com .

Fourth Quarter 2008

For the fourth quarter of 2008, Newfield recorded a net loss of $789 million, or $6.09 per diluted share (all per share amounts are on a diluted basis). The loss reflects the following items:

·	a $1.8 billion ($1.2 billion after-tax), or $8.82 per share, reduction in the carrying value of oil and gas properties due to significantly lower commodity prices at year-end 2008. This non-cash adjustment resulted from the application of full cost accounting rules;

·	a net unrealized gain on commodity derivatives of $623 million ($401 million after-tax), or $3.07 per share;

·	a goodwill impairment of $62 million or $0.48 per share.

Without the effect of the above items, net income for the fourth quarter of 2008 would have been $26 million, or $0.20 per share.

Revenues in the fourth quarter of 2008 were $338 million. Net cash provided by operating activities before changes in operating assets and liabilities was $243 million. See “Explanation and Reconciliation of Non-GAAP Financial Measures” found after the financial statements in this release.

Newfield’s production in the fourth quarter of 2008 was 62 Bcfe. Capital expenditures in the fourth quarter of 2008 were $533 million.

Full Year 2008

For the full year 2008, Newfield reported a net loss of $373 million, or $2.88 per diluted share. The loss reflects the following items:

·	a $1.8 billion ($1.2 billion after-tax), or $8.75 per share, reduction in the carrying value of oil and gas properties due to significantly lower commodity prices at year-end 2008. This non-cash adjustment resulted from the application of full cost accounting rules;

·	a net unrealized gain on commodity derivatives of $665 million ($429 million after-tax), or $3.25 per share;

·	a goodwill impairment of $62 million or $0.47 per share.

Without the effect of the above items, net income for 2008 would have been $415 million, or $3.14 per share.

Revenues for 2008 were $2.2 billion. Net cash provided by operating activities before changes in operating assets and liabilities was $857 million. See “Explanation and Reconciliation of Non-GAAP Financial Measures” found after the financial statements in this release.

Newfield’s production for the full year of 2008 was 236 Bcfe, an increase of 24% over 2007 volumes (adjusted for asset sales and acquisitions). Capital expenditures in 2008 were approximately $2.3 billion.

Highlights

Proved Reserves Increase 18% to 2.95 Tcfe at Year-End 2008 – Newfield added 758 Bcfe in 2008, stated before negative price related reserve revisions of 66 Bcfe. Reserve Life Index of approximately 13 years reflects continued growth in longer-lived “resource plays.” (See news release dated January 29, 2009 for details)

Ø	Approximately 75% of Total Year-End Reserves Located in Resource Plays – Mid-Continent and Rocky Mountain divisions posted combined reserve growth of 21%. Newfield has significant inventory of development drilling locations. Nearly two-thirds of 2009 capital budget allocated to these regions.

Most Significant Reserve Additions Came in Mid-Continent Division – Newfield’s Mid-Continent division reserves grew 26%. Division now comprises nearly 50% of total Company reserves. Reserves in the Mid-Continent region were added for finding and development costs of $1.80 per Mcfe, excluding the negative impact of price-related reserve revisions, and $2.02 per Mcfe including these revisions. See “Finding and Development Costs” found after the financial statements in this release.

Woodford Shale Sets Production Record in Fourth Quarter 2008 – In mid-December 2008, gross operated production exceeded Newfield’s year-end goal of 250 MMcfe/d. Total Woodford production volumes in 2008 increased 65% over 2007. Benefit of efficiency gains expected to grow production an additional 30% in 2009, despite running fewer operated rigs. A complete Woodford Shale update can be found in today’s edition of the Company’s @NFX publication on the website at http://www.newfield.com .

o	Success with Initial Dual Lateral Woodford Completion – Newfield’s first dual lateral completion in the Woodford had an initial gross production rate of 13 MMcfe/d and is currently producing 6 MMcfe/d after nearly three months of production. Each lateral was approximately 4,250 feet in length.

o	Stiles Ranch Field Achieves Record Production – Production from the Stiles Ranch Field, located in the Texas Panhandle, recently reached a record gross production rate of 130 MMcfe/d. Newfield has an approximate 80% interest in the field.

Ø	Monument Butte Field Benefits from Increased Activity Levels in 2008 –

o	2008 gross production grew 17% over 2007 levels, reaching 17,000 BOPD in late 2008.

The Company has drilled 124 wells on 20-acre spacing in its Monument Butte Field, located in the Uinta Basin of the Rocky Mountains. The Company expects to drill more than 3,000 development wells to fully develop the field. Newfield has drilled more than 900 wells in the field since acquiring it in 2004.

o	During 2007 and 2008, Newfield added 45,000 net acres north and adjacent to Monument Butte. The lands are owned by the Ute Tribe. Newfield has drilled 44 successful wells on this acreage out of 45 attempts to date. Results have been consistent with drilling in the main field area.

The Company remains encouraged with our deep gas drilling beneath Monument Butte. The Company drilled six successful wells in 2008 to test the Wasatch, Mesa Verde, Blackhawk and Mancos Shale beneath the Monument Butte Field. Half of these wells were covered under a deep gas exploration agreement signed in late 2008 that allows for promoted exploratory drilling and progressive earning in approximately 71,000 net acres in which Newfield will retain a greater than 70% interest. The remaining three wells were drilled in the eastern portion of the field (covers 10,000 acres) where Newfield is operator and retains an 86% interest. Although results have been positive, the Company investments in this play in 2009 have been substantially curtailed due to commodity prices and our capital budget.

Continued Positive Drilling Results from Williston Basin – Since 2007, Newfield has added more than 400,000 net acres in the Williston Basin. In 2008, the Company focused on assessing this acreage position, building an inventory of prospects and adding new acreage. Recent drilling has been focused in North Dakota on the southern end of the Nesson Anticline. Complete drilling results can be found in @NFX.

Ø	Four Deepwater Gulf of Mexico Discoveries in 2008/early 2009 – Developments underway expected to generate significant production growth over the next three years. Newfield is currently drilling the first of two back-to-back deepwater wells.

Ø	Malaysian Production Increases 145% in 2008 – All of Newfield’s shallow water fields on PM 318 and PM 323 are now on-line. Although planned international activity levels have been reduced in 2009 due to capital budget constraints, production is expected to increase 10% over 2008 levels.

2009 Capital Budget, Hedging and Liquidity

As previously announced, Newfield’s 2009 capital budget is aligned with anticipated cash flow and was set at $1.45 billion (including capitalized interest and overhead). As a comparison, Newfield invested $2.3 billion in 2008, including $236 million in acquisitions and $129 million of capitalized interest and overhead. Newfield currently has approximately $640 million of borrowings outstanding under its $1.25 billion credit facility.

Newfield's estimate for 2009 cash flow is anchored by its substantial hedge position. Approximately 70% of the Company's expected 2009 gas production is hedged with an average minimum price of nearly $8 per Mcf. Substantially all of Newfield's 2009 domestic oil production is hedged with half of this amount fixed at about $129 per barrel and the remainder with a floor price of $107 per barrel.

Newfield Exploration Company is an independent crude oil and natural gas exploration and production company. The Company relies on a proven growth strategy of growing reserves through an active drilling program and select acquisitions. Newfield's domestic areas of operation include the Anadarko and Arkoma Basins of the Mid-Continent, the Rocky Mountains, onshore Texas and the Gulf of Mexico. The Company has international operations in Malaysia and China.

**This release contains forward-looking information. All information other than historical facts included in this release, such as information regarding estimated or anticipated first quarter 2009 results, estimated 2009 capital expenditures, cash flow, production and cost reductions, drilling and development plans and the timing of activities, is forward-looking information. Although Newfield believes that these expectations are reasonable, this information is based upon assumptions and anticipated results that are subject to numerous uncertainties and risks. Actual results may vary significantly from those anticipated due to many factors, including drilling results, oil and gas prices, industry conditions, the prices of goods and services, the availability of drilling rigs and other support services, the availability of refining capacity for the crude oil Newfield produces from its Monument Butte field in Utah, the availability and cost of capital resources, labor conditions and severe weather conditions (such as hurricanes). In addition, the drilling of oil and gas wells and the production of hydrocarbons are subject to governmental regulations and operating risks.

For information, contact:

Investor Relations: Steve Campbell (281) 847-6081

Media Relations: Keith Schmidt (281) 674-2650

Email: info@newfield.com

4Q08 Actual Results

	4Q08 Actual
	Domestic			Int’l		Total
Production/Liftings Note 1
Natural gas – Bcf		43.9			–		43.9
Oil and condensate – MMBbl		1.6			1.5		3.1
Total Bcfe		53.4			8.9		62.3

Average Realized Prices Note 2
Natural gas – $/Mcf	$	5.47		$	–	$	5.47
Oil and condensate – $/Bbl	$	39.74		$	44.46	$	42.03
Mcf equivalent – $/Mcfe	$	5.69		$	7.41	$	5.94

Operating Expenses:
Lease operating
Recurring ($MM)	$	50.3		$	17.5	$	67.8
per/Mcfe	$	0.94		$	1.96	$	1.09
Major ($MM)	$	13.7		$	–	$	13.7
per/Mcfe	$	0.26		$	–	$	0.22

Production and other taxes ($MM) Note 3	$	(4.2	)	$	7.4	$	3.2
per/Mcfe	$	(0.08	)	$	0.83	$	0.05

General and administrative (G&A), net ($MM)	$	34.6		$	0.9	$	35.5
per/Mcfe	$	0.65		$	0.11	$	0.57

Capitalized internal costs ($MM)						$	(16.3	)
per/Mcfe						$	(0.26	)

Interest expense ($MM)						$	28.7
per/Mcfe						$	0.46

Capitalized interest ($MM)						$	(16.2	)
per/Mcfe						$	(0.26	)

Note 1: Reflects approximately 3 Bcfe of deferred domestic gas production related to GOM storms. Note 2: Average realized prices include the effects of hedging contracts. If the effects of these contracts were excluded, the average realized price for total gas would have been $4.52 per Mcf and the total oil and condensate average realized price would have been $45.17 per barrel. Note 3: Domestic production and other taxes includes refunds related to production and severance tax exemptions on some of our onshore wells.

1Q09 Estimates

	1Q09 Estimates
	Domestic		Int’l		Total
Production/Liftings Note 1
Natural gas – Bcf		42.1 – 46.6		–		42.1 – 46.6
Oil and condensate – MMBbl		1.4 – 1.6		1.4 – 1.5		2.8 – 3.1
Total Bcfe		50.7 – 56.0		8.3 – 9.1		59.0 – 65.1

Average Realized Prices
Natural gas – $/Mcf	Note 2
Oil and condensate – $/Bbl	Note 3		Note 4
Mcf equivalent – $/Mcfe

Operating Expenses:
Lease operating
Recurring ($MM)	$	52.4 - $57.9	$	15.2 - $16.8	$	67.6 - $74.7
per/Mcfe	$	1.03 - $1.04	$	1.83 - $1.85	$	1.14 - $1.16
Major (workover, repairs, etc.) ($MM)	$	8.8 - $9.7		–	$	8.8 - $9.7
per/Mcfe	$	0.17 - $0.18		–	$	0.15 - $0.16

Production and other taxes ($MM) Note 5	$	14.1 - $15.5	$	5.1 - $5.7	$	19.2 - $21.2
per/Mcfe	$	0.27 - $0.28	$	0.61 - $0.63	$	0.32 - $0.33

General and administrative (G&A), net ($MM)	$	32.7 - $36.1	$	1.5 - $1.7	$	34.2 - $37.8
per/Mcfe	$	0.64 - $0.65	$	0.18 - $0.19	$	0.57 - $0.59

Capitalized internal costs ($MM)					$	(17.1 - $18.9	)
per/Mcfe					$	(0.28 - $0.30	)

Interest expense ($MM)					$	29.2 - $32.3
per/Mcfe					$	0.48 - $0.50

Capitalized interest ($MM)					$	(15.4 - $17.0	)
per/Mcfe					$	(0.25 - $0.27	)

Tax rate (%) Note 6						36% - 38	%

Income taxes (%)
Current						14% - 16	%
Deferred						84% - 86	%

Note 1: Reflects approximately 1.75 Bcfe of deferred domestic gas production related to GOM storms. Note 2: Gas prices in the Mid-Continent, after basis differentials, transportation and handling charges, typically average 70 – 80% of the Henry Hub Index. Gas prices in the Gulf Coast, after basis differentials, transportation and handling charges, are expected to average $0.40 – $0.60 per MMBtu less than the Henry Hub Index. Note 3: Oil prices in the Gulf Coast typically average 90 – 95% of NYMEX WTI price. Rockies oil prices average about $12 - $14 per barrel below WTI. Oil production from the Mid-Continent typically averages 96 – 98% of WTI. Note 4: Oil in Malaysia typically sells at a slight discount to Tapis, or about 90% of WTI. Oil production from China typically sells at $10 - $15 per barrel below WTI. Note 5: Guidance for production taxes determined using $50/Bbl oil and $5/MMBtu gas. Note 6: Tax rate applied to earnings excluding unrealized gains or losses on commodity derivatives.

CONSOLIDATED STATEMENT OF INCOME (Unaudited, in millions, except per share data)	For the Three Months Ended December 31 ,						For the Twelve Months Ended December 31 ,
	2008			2007			2008			2007

Oil and gas revenues	$	338		$	398		$	2,225		$	1,783

Operating expenses:
Lease operating		81			46			265			314
Production and other taxes		3			38			157			101
Depreciation, depletion and amortization		193			143			697			682
Ceiling test and other impairments		1,863			—			1,863			—
General and administrative		36			47			141			155
Other		4			—			4			—
Total operating expenses		2,180			274			3,127			1,252

Income (loss) from operations		(1,842	)		124			(902	)		531

Other income (expenses):
Interest expense		(29	)		(22	)		(112	)		(102	)
Capitalized interest		17			12			60			47
Commodity derivative income (expense)		655			(145	)		408			(188	)
Other		1			4			11			6
		644			(151	)		367			(237	)

Income (loss) from continuing operations before income taxes		(1,198	)		(27	)		(535	)		294

Income tax provision (benefit)		(409	)		(2	)		(162	)		122

Income (loss) from continuing operations		(789	)		(25	)		(373	)		172
Income from discontinued operations, net of tax		—			338			—			278
Net income (loss)	$	(789	)	$	313		$	(373	)	$	450

Earnings (loss) per share:
Basic --
Income (loss) from continuing operations	$	(6.09	)	$	(0.20	)	$	(2.88	)	$	1.35
Income from discontinued operations, net of tax		—			2.63			—			2.17
	$	(6.09	)	$	2.43		$	(2.88	)	$	3.52
Diluted --
Income (loss) from continuing operations	$	(6.09	)	$	(0.19	)	$	(2.88	)	$	1.32
Income from discontinued operations, net of tax		—			2.57			—			2.12
	$	(6.09	)	$	2.38		$	(2.88	)	$	3.44

Weighted average number of shares outstanding for basic earnings (loss) per share		130			128			129			128
Weighted average number of shares outstanding for diluted earnings (loss) per share *		130			131			129			131
* Had we recorded net income for the three and twelve month periods ended December 31, 2008, the weighted average number of shares outstanding for the computation of diluted earnings per share would have been 131 million and 132 million, respectively.

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited, in millions)	December 31, 2008			December 31, 2007

ASSETS
Current assets:
Cash and cash equivalents	$	24		$	250
Short-term investments		—			120
Derivative assets		688			72
Other current assets		519			485
Total current assets		1,231			927

Oil and gas properties, net (full cost method)		5,714			5,923
Derivative assets		222			17
Other assets		138			119
Total assets	$	7,305		$	6,986

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	1,093		$	929

Other liabilities		92			322
Long-term debt		2,213			1,050
Deferred taxes		650			1,104
Total long-term liabilities		2,955			2,476

Commitments and contingencies		—			—

STOCKHOLDERS’ EQUITY
Common stock		1			1
Additional paid-in capital		1,335			1,278
Treasury stock		(32	)		(32	)
Accumulated other comprehensive loss		(11	)		(3	)
Retained earnings		1,964			2,337
Total stockholders’ equity		3,257			3,581
Total liabilities and stockholders’ equity	$	7,305		$	6,986

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited, in millions)	For the Twelve Months Ended December 31,
	2008			2007
Cash flows from operating activities:
Net income (loss)	$	(373	)	$	450
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Income from discontinued operations, net of tax		—			(278	)
Depreciation, depletion and amortization		697			682
Ceiling test and other impairments		1,863			—
Stock-based compensation		26			23
Commodity derivative (income) expense		(408	)		188
Cash (payments) receipts on derivative settlements		(750	)		180
Deferred tax provision (benefit)		(198	)		30
		857			1,275
Changes in operating assets and liabilities		(3	)		(109	)
Net cash provided by continuing activities		854			1,166
Net cash used in discontinued activities		—			(12	)
Net cash provided by operating activities		854			1,154

Cash flows from investing activities:
Additions to oil and gas properties and other		(2,087	)		(1,943	)
Acquisition of oil and gas properties		(223	)		(658	)
Proceeds from (purchase price adjustment related to) sales of oil and gas properties		9			1,344
Proceeds from sale of UK subsidiaries, net of cash on hand at sale date		—			491
Purchases of investments		(22	)		(271	)
Redemption of investments		70			172
Net cash used in continuing activities		(2,253	)		(865	)
Net cash used in discontinued activities		—			(41	)
Net cash used in investing activities		(2,253	)		(906	)

Cash flows from financing activities:
Net proceeds under credit arrangements		561			—
Net proceeds from issuance of senior subordinated notes		592			—
Repayment of senior notes		—			(125	)
Payments to discontinued operations		—			(38	)
Proceeds from issuances of common stock		21			32
Stock-based compensation excess tax benefit		—			14
Purchases of treasury stock		(1	)		—
Net cash provided by (used in) continuing activities		1,173			(117	)
Net cash provided by discontinued activities		—			38
Net cash provided by (used in) financing activities		1,173			(79	)

Effect of exchange rate changes on cash and cash equivalents		—			1

Increase (decrease) in cash and cash equivalents		(226	)		170
Cash and cash equivalents from continuing operations, beginning of period		250			52
Cash and cash equivalents from discontinued operations, beginning of period		—			28

Cash and cash equivalents, end of period	$	24		$	250

Explanation and Reconciliation of Non-GAAP Financial Measures

Earnings Stated Without the Effects of Certain Items

Earnings stated without the effects of certain items is a non-GAAP financial measure. Earnings without the effects of these items are presented because they affect the comparability of operating results from period to period. In addition, earnings without the effects of these items are more comparable to earnings estimates provided by securities analysts.

A reconciliation of earnings for the fourth quarter and full year 2008 stated without the effects of certain items to net income is shown below:

		4Q08		2008
	(in millions)
Net loss	$	(789	)	$	(373	)
Ceiling test writedowns		1,801			1,801
Goodwill impairment		62			62
Net unrealized gain on commodity derivatives (1)		(623	)		(665	)
Income tax adjustment for above items		(425	)		(410	)
Earnings stated without the effect of the above items	$	26		$	415

(1) The determination of “Net unrealized gain on commodity derivatives” for the fourth quarter and full year 2008 are as follows:

		4Q08		2008
	(in millions)
Commodity derivative income	$	655		$	408
Cash payments (receipts) on derivative settlements (1)		(33	)		248
Option premiums associated with derivatives settled during the period		1			9
Net unrealized gain on commodity derivatives	$	623		$	665

(1) 2008 excludes the $502 million payment to reset 2009-10 crude oil hedges.

Net Cash Provided by Operating Activities Before Changes in Operating Assets and Liabilities

Net cash provided by operating activities before changes in operating assets and liabilities is presented because of its acceptance as an indicator of an oil and gas exploration and production company’s ability to internally fund exploration and development activities and to service or incur additional debt. This measure should not be considered as an alternative to net cash provided by (used in) operating activities as defined by generally accepted accounting principles.

A reconciliation of net cash provided by operating activities before changes in operating assets and liabilities to net cash provided by operating activities is shown below:

		4Q08	2008
	(in millions)
Net cash provided by operating activities	$	232	$	854
Net change in operating assets and liabilities		11		3
Net cash provided by operating activities before changes in operating assets and liabilities	$	243	$	857

Finding and Development Costs

Newfield believes that the analysis of F&D cost is a useful tool in helping to evaluate capital productivity. We calculate F&D cost by dividing development, exploitation and exploration capital expenditures by reserve additions for the period. Acquisitions, land, seismic and asset retirement obligations are included in the calculation. Due to the significant drop in commodity prices in late 2008, we have presented the F&D costs in this release both including and excluding the impact of negative price-related reserve revisions to highlight the impact that the significant drop in prices during 2008 had on net reserve additions and to help provide comparability with F&D costs in prior periods. The metrics provided in this release should be read and utilized in conjunction with our financial statements which are prepared in accordance with generally accepted accounting principles and our Annual Report on Form 10-K.

Exhibit 99.2

Newfield Exploration Sets Management Succession

Lee K. Boothby Named President; David A. Trice to Retire in May 2009

FOR IMMEDIATE RELEASE

Houston -- February 5, 2009 -- Newfield Exploration Company’s (NYSE: NFX) Board of Directors today named Lee K. Boothby , 47, as President, effective immediately. The Board expects to name Boothby to the additional role of Chief Executive Officer at the Company’s Annual Meeting in May 2009, where he will also stand for election to the Board of Directors. Boothby will succeed David A. Trice, 60, who plans to retire as Chief Executive Officer at the 2009 Annual Meeting. Trice will stand for re-election to the Board at the Annual Meeting and, if elected, will serve a one-year term as non-executive Chairman to assist the Board of Directors in the transition.

Boothby joined Newfield nearly 10 years ago and most recently served as Senior Vice President – Acquisitions and Business Development. Prior to this role, he served as President of the Company’s Mid-Continent division from February 2002 to October 2007. The Mid-Continent division, located in Tulsa, Oklahoma, has been the fastest growing division of the company over the last three years in terms of production and reserves. Boothby’s leadership is most evident in the success of the Woodford Shale Play, now the company’s largest asset. Boothby joined Newfield in 1999 with an international assignment as Vice President and General Manager of Newfield’s previous Australian business unit, managed from Perth, Australia.

Prior to 1999, Boothby worked for Cockrell Oil Corporation, British Gas and Tenneco Oil Company. He is a member of the Society of Petroleum Engineers and the Independent Petroleum Association of America. He serves as a member of the Board of Directors of both the OIPA (Oklahoma Independent Petroleum Association) & OERB (Oklahoma Energy Resources Board). He holds a degree in petroleum engineering from Louisiana State University and an M.B.A. from Rice University.

Newfield’s Board of Directors also announced it plans to name Gary D. Packer , 46, Executive Vice President and Chief Operating Officer, effective at the Annual Meeting in May 2009. He will be relocating to Houston at that time. Packer joined Newfield in 1995 and currently serves as President of Newfield’s Rocky Mountain division in Denver, Colorado. He has served in this position since Newfield acquired Inland Resources and entered the Rockies in 2004. Since that time, Packer has led the Company’s second largest division, more than tripling production and reserves. Under his leadership, Newfield assembled a team of oil and gas finders and an asset base with multiple growth basins in Utah, Wyoming, Montana and North Dakota. Prior to this role, Packer held positions of increasing responsibility in the Company’s Gulf of Mexico business unit. Prior to joining Newfield, Packer worked for Amerada Hess and Tenneco Oil Company. He serves on the Executive Board of IPAMS (Independent Petroleum Association of Mountain States) and is active in The Society of Petroleum Engineers and The Independent Producers Association of America. Packer graduated from Penn State University with a degree in petroleum engineering.

Boothby and Packer will be joined in the Executive Management Team by Terry W. Rathert, Senior Vice President and Chief Financial Officer. Rathert is a founding member of the Company and has served as CFO for 15 years. Prior to Newfield, Rathert was Director of Economic Planning and Analysis for Tenneco Oil Exploration and Production Company. Rathert serves on Texas A&M University's Petroleum Engineering Department's Industry Board, the Board of Directors of the Greater Houston YMCA and is a member of the Texas Southeast Region Trustees for the Independent Producers Association of America. Rathert has a degree in petroleum engineering from Texas A&M University and completed the Management Program at Rice University.

Trice, one of the Company’s 23 founders in 1989, had expected to retire in May 2008. He extended his tenure following the death of Newfield President, David F. Schaible, who lost a brief and courageous battle with cancer in late 2007. Trice was elected President of Newfield in May 1999 and succeeded the Company’s Founder, Joe B. Foster, as CEO in early 2000 and as Chairman in 2004.

During Trice’s tenure as CEO, Newfield diversified its assets from the shallow waters of the Gulf of Mexico and now has a portfolio in the Mid-Continent region, the Rocky Mountains, the Gulf of Mexico, onshore Texas, Malaysia and China. Proved reserves have grown from 100 million barrels equivalent in 1999 to approximately 500 million barrels equivalent today. Since 1999, Newfield’s total number of employees has grown from 227 to 1,050.

Trice said, “I have enjoyed every minute of my time at Newfield. Joe Foster created a special place to work and I have tried to carry on the traditions and founding principles that Joe established. I have been fortunate to have a great team of managers to work with and a staff of talented people who continue to make this a special place. Lee and Gary are outstanding executives who are committed to Newfield and they have the passion to build and succeed. I am very proud that we grow our own leaders at Newfield. Lee and Gary will be joined in the Executive Team by Terry Rathert, who has been my invaluable right and left arms for many years now.”

For information, contact:

Investor Relations: Steve Campbell (281) 847-6081

Media Relations: Keith Schmidt (281) 674-2650

Email: info@newfield.com

@NFX is periodically published to keep shareholders aware of current operating activities at Newfield. It may include estimates of expected production volumes, costs and expenses, recent changes to hedging positions and commodity pricing.

This edition of @NFX includes:

·	2008 DRILLING ACTIVITY BY AREA

·	RECENT HIGHLIGHTS

·	OPERATIONAL SUMMARIES BY GEOGRAPHIC REGION

·	FIRST QUARTER 2009 GUIDANCE

·	UPDATED TABLES DETAILING COMPLETE HEDGE POSITIONS

Fourth Quarter 2008 Drilling Activity

NFX Operated Non-Operated Gross Wells Dry Holes

Mid-Continent	23	28	51	0
Rocky Mount.	81	3	84	1
Onshore GC	17	3	20	5
Gulf of Mexico	1	1	2	0
International	4	4	8	0
Total:	126	39	165	6

2008 Drilling Activity

NFX Operated Non-Operated Gross Wells Dry Holes

Mid-Continent	120	107	227	3
Rocky Mount.	271	16	287	4
Onshore GC	55	9	64	16
Gulf of Mexico	3	3	6	1
International	10	13	23	1
Total:	459	148	607	25

-	2008 production of 236 Bcfe, an increase of 24% over 2007 proforma volumes of 190 Bcfe (adjusted for asset sales and acquisitions).

Year-end 2008 proved reserves of 2.95 Tcfe, an 18% increase over proved reserves at year-end 2007. We replaced nearly 300% of 2008 production with new reserves. Substantially all of the reserve additions were from organic drilling programs and 62% at year-end were proved developed. Net negative reserve revisions, due primarily to lower commodity prices at year-end 2008, totaled 66 Bcfe.

-	2008 Capital Spending/Finding Costs. Newfield invested approximately $2.3 billion in 2008. Total F&D costs in 2008 were $2.96 per Mcfe, excluding the negative impact of price-related reserve revisions, and $3.31 per Mcfe including the revisions.

Approximately 75% of total Company year–end ’08 reserves in resource plays in our two largest divisions : the Mid-Continent and Rocky Mountains . Reserves in these divisions increased 21%. Nearly two-thirds of the 2009 capital budget is allocated to these areas. Combined F&D costs in the Mid-Continent and Rocky Mountains averaged $1.91 per Mcfe in 2008, excluding the negative impact of price related reserve revisions and $2.23 per Mcfe including the revisions.

-	Five deepwater Gulf of Mexico developments provide visible, future production growth.

-	Williston Basin success continues with a growing inventory of oil locations in the Bakken and Sanish/Three Forks.

2009-10 hedge position has a mark-to-market value of nearly $1 billion. Approximately 70% of expected 2009 gas production is hedged with an average minimum price of nearly $8 per Mcf. Substantially all of our 2009 domestic oil production is hedged with half of this amount fixed at about $129 per barrel and the remainder with a floor price of $107 per barrel.

Our 2009 capital expenditures budget is $1.4 billion, down 30% from original expectations. Our estimate for 2009 cash flow is anchored by our substantial hedge position.

Our fastest growing division over the last three years has been the Mid-Continent. With 1.4 Tcfe in proved reserves, it comprised 47% of our total Company reserves at year-end 2008. Finding and development costs in the Mid-Continent were approximately $1.80 per Mcfe, excluding the negative impact of price-related reserve revisions and $2.02 per Mcfe including the revisions. The significant improvement in our F&D costs was driven by the Woodford Shale.

The Woodford Shale remains the most active play in Oklahoma and its development has represented the largest portion of our annual capital expenditures for the last three years. There have been 750 industry horizontal wells drilled in the play to date. We have operated 225 of these wells and have 165,000 net acres, of which nearly 90% is “held-by-production,” providing us with control over timing of development.

Our Woodford production set a record in mid-December, surpassing our year-end goal of 250 MMcfe/d. Total 2008 Woodford production increased 65% over 2007. We expect that production will grow 30% in 2009, despite running fewer operated rigs.

We plan to run 11 operated rigs throughout 2009. Although the rigs are under “term contract,” nine of the 11 rig contracts expire in 2009. We averaged 12 operated rigs in 2008, compared to 13 in 2007. Although we ran fewer rigs, we completed more than 100,000’ of additional Woodford section than in 2007. We reduced our costs to drill and complete a lateral foot of Woodford in 2008 by more than 40% compared to 2007.

The above chart depicts our Woodford wells drilled in 2006-08. Our average cost to drill and complete a lateral foot of Woodford has fallen 42% since 2007.

The above chart depicts ONLY wells drilled from common pads. The cost to drill a lateral foot in our last 17 wells has averaged 38% less than in 2007.

We accomplished our cost reductions in several ways:

Drilling improvements – We’re drilling our wells faster. We have identified “speed zones” in the Woodford section that allow our penetration rates in the lateral to dramatically improve. We are continually refining bit designs and using new technology for bits to drill faster and run longer which has been another significant factor for driving cost out of our program.

-	Pad drilling – Before the majority of our acreage was held by production, we were unable to fully implement pad drilling. Costs have significantly improved with pad drilling. More than 80% of our 2009 wells will be from common pads.

-	Completion advances – We have refined our completions with the biggest cost savings coming through reducing our pumped frac fluid volumes.

-	Increased lateral lengths – In 2006, our average well had a 2500’ lateral and our plans for 2009 include 5000’ laterals. Please see above chart. Although our longer lateral wells cost more, the F&D cost per MCF is significantly lower.

We expect that our average Woodford well in 2009 will have at least a 5,000’ lateral. The above chart shows how F&D metrics improve with increasing lateral length.

DUAL LATERAL COMPLETION -- We recently commenced production from our first multi-lateral completion in the Woodford. The well had initial production of 13 MMcf/d and is producing 6 MMcf/d after nearly three months of production (the well has averaged 8 MMcf/d over that time). The two laterals totaled more than 8,500’.

SUPER EXTENDED LATERAL -- We are currently completing our first super extended lateral. The well has a 5,600’ lateral with 12 frac stages. Production is expected to commence shortly. Increasing lateral lengths are an important part of our plan in 2009.

MOUNTAIN FRONT WASH/STILES RANCH FIELD

Our Stiles Ranch Field located in the Texas Panhandle and western Oklahoma achieved a record gross production rate of 130 MMcfe/d. We have an approximate 80% interest in Stiles Ranch. Our knowledge base from the Woodford’s horizontal development is being applied to improve our estimated recoveries and to lower our F&D costs.

MONUMENT BUTTE FIELD

Monument Butte, in the Uinta Basin of Utah, benefited from increased activity levels in 2008. Production reached 17,000 BOPD gross at year end 2008, growing 17% over 2007.

We drilled 124 wells on 20-acre spacing in the field and expect to drill more than 3,000 wells to fully develop the field. We have drilled more than 900 wells since acquiring the field in 2004. We added 45,000 net acres north and adjacent to Monument Butte. These lands are owned by the Ute Tribe where we have drilled 44 successful wells out of 45 attempts to date. Results have been consistent with drilling in the main field area.

We drilled three successful deep gas tests in the eastern portion of the Monument Butte Field. We participated in eight outside operated wells to test the Wasatch, Mesa Verde, Blackhawk and Mancos Shale. A deep gas exploration agreement signed in late 2008 allows for promoted exploratory drilling and progressive earning in approximately 71,000 net acres in which we will retain a greater than 70% interest. Approximately 10,000 net acres in the immediate vicinity of deep gas tests were excluded from the agreement.

In the area excluded from the exploration agreement mentioned above, we recently drilled three successful deep gas wells and participated in two wells that await completion in the eastern portion of the Monument Butte field. These wells tested the Mesa Verde, Blackhawk and Mancos Shale. We have an approximate 86% interest in these wells.

GREATER WILLISTON BASIN

We have a significant acreage position in the Williston Basin. Since 2007, we have added more than 400,000 net acres and are focused primarily on the Bakken Shale and Three Forks/Sanish formations.

Our recent drilling has focused in North Dakota on the southern end of the Nesson Anticline. Drilling results are summarized below:

Well Name	Initial Rate	Target Zone
Olson 1-30H	329 BOEPD	Bakken
Larsen 1-16H	710 BOEPD	Bakken
Rolfsrud 1-32H	590 BOEPD	Bakken
Wisness 1-21H	538 BOEPD	Bakken
Jorgensen 1-10H	911 BOEPD	Bakken
Jorgensen 1-4H	622 BOEPD	Bakken
Jorgensen 1-15H	1,010 BOEPD	Sanish/Three Forks
Lost Bridge 16-9H	1,023 BOEPD	Sanish/Three Forks

The Gulf of Mexico deepwater program was successful with four wells in 2008/early 2009. Developments underway are expected to generate significant production growth over the next three years.

To reduce capital expenditures and risk, we sold down interests in our 2009 drilling program on a promoted basis. The following chart shows our planned wells and our risked capital exposure in initial exploration as compared to our development case interest.

An update on deepwater developments:

(in millions) 1Q09	2Q09	3Q09	4Q09	TOTAL BUDGET
$460-$480	$405-$420	$310-$325	$210-$225	$1,450

	Weighted Average						Range
Volume	Fixed		Floors		Collars		Floor		Ceiling
2,745 MMMBtus	$	7.14		—		—		—		—
21,150 MMMBtus		—		—	$	8.09 — $10.88	$	8.00 — $9.00	$	9.67 — $17.60
9,000 MMMBtus*		—		—	$	8.70 — $13.92	$	8.00 — $9.00	$	11.72 — $20.10

	Weighted Average						Range
Volume	Fixed		Floors		Collars		Floor		Ceiling
21,950 MMMBtus	$	7.81		—		—		—		—
13,485 MMMBtus		—		—	$	8.00 — $11.83	$	8.00	$	8.97 — $14.37

	Weighted Average						Range
Volume	Fixed		Floors		Collars		Floor		Ceiling
22,150 MMMBtus	$	7.81		—		—		—		—
13,620 MMMBtus		—		—	$	8.00 — $11.83	$	8.00	$	8.97 — $14.37

	Weighted Average						Range
Volume	Fixed		Floors		Collars		Floor		Ceiling
26,120 MMMBtus	$	7.34		—		—		—		—
8,435 MMMBtus		—		—	$	8.23 — $11.20	$	8.00 — $8.50	$	8.97 — $14.37

	$	4.00	$	5.00	$	6.00	$	7.00		$	8.00
2009
1st Quarter	$	109	$	85	$	61	$	37		$	6
2nd Quarter	$	137	$	102	$	66	$	31		$	(5	)
3rd Quarter	$	138	$	102	$	67	$	31		$	(5	)
4th Quarter	$	123	$	88	$	54	$	19		$	(15	)
Total 2009	$	507	$	377	$	248	$	118		$	(19	)

2010
1st Quarter	$	79	$	57	$	36	$	15		$	(6	)
2nd Quarter	$	31	$	20	$	9	$	(2	)	$	(13	)
3rd Quarter	$	31	$	20	$	9	$	(3	)	$	(14	)
4th Quarter	$	11	$	7	$	3	$	(1	)	$	(5	)
Total 2010	$	152	$	104	$	57	$	9		$	(38	)

	Oil Prices
		$40.00	$50.00	$60.00	$70.00	$80.00
2009
1st Quarter		$ 120	$ 104	$ 88	$ 72	$ 55
2nd Quarter		$ 122	$ 105	$ 89	$ 72	$ 56
3rd Quarter		$ 123	$ 107	$ 90	$ 73	$ 57
4th Quarter		$ 145	$ 134	$ 122	$ 112	$ 101
Total 2009		$ 510	$ 450	$ 389	$ 329	$ 269

2010
1st Quarter		$ 69	$ 59	$ 50	$ 42	$ 33
2nd Quarter		$ 69	$ 60	$ 51	$ 42	$ 33
3rd Quarter		$ 70	$ 61	$ 52	$ 42	$ 33
4th Quarter		$ 70	$ 61	$ 52	$ 42	$ 33
Total 2010		$ 278	$ 241	$ 205	$ 168	$ 132