SECOND AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT

Exhibit 10.5

SECOND AMENDED AND RESTATED

     This Second Amended and Restated Change of Control Severance Agreement (this “Agreement”) between Newfield Exploration Company, a Delaware corporation (the “Company”), and               (“Executive”) is made and entered into effective as of July 26, 2007.

      WHEREAS , Executive is a key executive of the Company;

      WHEREAS , it is in the best interest of the Company and its stockholders if key executives can approach material business development decisions objectively and without concern for their personal situation;

      WHEREAS , the Company recognizes that the possibility of a Change of Control (as defined below) of the Company may result in the early departure of key executives to the detriment of the Company and its stockholders;

      WHEREAS , in order to help retain and motivate key management and to help ensure continuity of key management, the Board of Directors of the Company (the “Board”) authorized and directed the Company to enter into the initial version of this Agreement, which was effective as of February 17, 2005 (the “Effective Date”);

      WHEREAS , Executive and the Company amended this Agreement effective as of February 14, 2006 to provide for the vesting of stock options and amended and restated this Agreement effective as of March 9, 2007 to address restricted stock units and certain other matters (as so amended and restated, the “2007 Agreement”) and;

      WHEREAS , Executive and the Company desire to further amend this Agreement to bring it into compliance with Section 409A of the Internal Revenue Code of 1986 and to restate this Agreement;

      NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree to amend and restate the 2007 Agreement as set forth herein.

      1. Term of Agreement.

A.

The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in effect through the third anniversary of the Effective Date; provided, however, commencing on the first day following the Effective Date and on each day thereafter, the Term of this Agreement shall automatically be extended for one additional day unless the Board shall give written notice to Executive that the Term shall cease to be so extended in which event the Agreement shall terminate on the third anniversary of the date such notice is given.

	B.		Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs during the Term of this Agreement, the Term shall automatically be extended for the 36-month period following the date of the Change of Control; provided, however, that in no event shall such extension of the Term expire prior to the end of the 30-day period described in Section 2E below, if applicable.
	C.		Termination of this Agreement shall not alter or impair any rights of Executive arising hereunder on or before such termination.

      2. Certain Definitions.

	A.		“ Bonus ” shall mean an amount equal to one-half of the total of all cash bonuses (whether paid or deferred) awarded to Executive by the Company with respect to (i) the two most recent calendar years ending prior to Executive’s termination of employment or (ii) if greater, the two most recent calendar years ending prior to the Change of Control.
	B.		“ Cause ” shall mean:

	(i)		the willful and continued failure by Executive to substantially perform Executive’s duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness);
	(ii)		Executive’s conviction of or plea of nolo contendre to a felony or a misdemeanor involving moral turpitude;
	(iii)		Executive willfully engages in gross misconduct materially and demonstrably injurious to the Company;
	(iv)		Executive’s material violation of any material policy of the Company; or
	(v)		Executive’s having been the subject of any order, judicial or administrative, obtained or issued by the Securities and Exchange Commission, for any securities violation involving fraud.

For purposes of clause (i) of this definition, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s act, or failure to act, was in the best interest of the Company. The determination of whether Cause exists must be made by a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board that was called for the purpose of considering such termination (after 10 days’ notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and, if possible, to cure the breach

that was the alleged basis for Cause prior to the meeting of the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

C.

“ Change of Control ” shall mean the occurrence of any of the following:

	(i)		the Company is not the surviving Person (as such term is defined below) in any merger, consolidation or other reorganization (or survives only as a subsidiary of another Person);
	(ii)		the consummation of a merger or consolidation of the Company with another Person pursuant to which less than 50% of the outstanding voting securities of the surviving or resulting corporation are issued in respect of the capital stock of the Company;
	(iii)		the Company sells, leases or exchanges all or substantially all of its assets to any other Person;
	(iv)		the Company is to be dissolved and liquidated;
	(v)		any Person, including a “group” as contemplated by Section13(d)(3) of the Securities Exchange Act of 1934, acquires or gains ownership or control (including the power to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power); or
	(vi)		as a result of or in connection with a contested election of directors, the Persons who were directors of the Company before such election cease to constitute a majority of the Board.

Notwithstanding the foregoing, the definition of “Change of Control” shall not include (a) any merger, consolidation, reorganization, sale, lease, exchange, or similar transaction involving solely the Company and one or more Persons that were wholly owned, directly or indirectly, by the Company immediately prior to such event or (b) any event that is not a “change in control” for purposes of Section 409A of the Code. For purposes of this definition, “Person” shall mean any individual, partnership, corporation, limited liability company, trust, incorporated or unincorporated organization or association or other legal entity of any kind.

D.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

E.

“ Good Reason ” shall mean:

	(i)		a material reduction in Executive’s authority, duties, titles, status or responsibilities from those in effect immediately prior to the Change of Control or the assignment to Executive of duties or responsibilities inconsistent in any material respect from those of Executive in effect immediately prior to the Change of Control;
	(ii)		any reduction in Executive’s annual rate of base salary;
	(iii)		any failure by the Company to provide Executive with a combined total of annual base salary and annual bonus compensation at a level at least equal to the combined total of Executive’s annual rate of base salary with the Company in effect immediately prior to the Change of Control and one-half of the total of all cash bonuses (whether paid or deferred) awarded to Executive by the Company with respect to the two most recent calendar years ending prior to the Change of Control, with a failure being deemed to have occurred in the event that payments are made to Executive in a form other than cash, base salary is deferred at other than Executive’s election, bonus compensation is not awarded within two and one-half months following the end of the calendar year to which it relates, bonus compensation is deferred at other than Executive’s election at a rate in excess of the average ratio of deferred bonuses to currently paid bonuses awarded to Executive with respect to the two most recent calendar years ending prior to the Change of Control, or bonus compensation is deferred at other than Executive’s election in a manner that is not substantially similar in terms of Executive’s vested rights and timing of payments to the manner in which deferred bonuses were awarded to Executive with respect to the two most recent calendar years ending prior to the Change of Control;
	(iv)		the Company fails to obtain a written agreement from any successor or assigns of the Company to assume and perform this Agreement as provided in Section 6 hereof; or
	(v)		the relocation of the Company’s principal executive offices by more than 50 miles from where such offices were located immediately prior to the Change of Control or Executive is based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of Executive’s duties and reasonably consistent with Executive’s travel prior to the Change of Control.

Unless Executive terminates his employment upon or within 30 days following the later of an act or omission to act by the Company

constituting a Good Reason hereunder, Executive’s continued employment thereafter shall constitute Executive’s consent to, and a waiver of Executive’s rights with respect to, such act or failure to act. Executive’s right to terminate Executive’s employment for Good Reason shall not be affected by Executive’s incapacity due to physical or mental illness. Executive’s determination that an act or failure to act constitutes Good Reason shall be presumed to be valid unless such determination is deemed by an arbitrator to be unreasonable and not to have been made in good faith by Executive.

		F.	“ Protected Period ” shall mean the 36-month period beginning on the effective date of a Change of Control; provided, however, that in no event shall such period expire prior to the end of the 30-day period described in Section 2E above, if applicable.
		G.	“ Release ” shall mean a comprehensive release and waiver agreement in substantially the same form as that attached hereto as Exhibit A.
		H.	“ Separation from Service ” shall mean a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code.
		I.	“ Termination Base Salary ” shall mean Executive’s annual base salary with the Company at the rate in effect immediately prior to the Change of Control or, if a greater amount, Executive’s annual base salary at the rate in effect at any time thereafter.

3.

Severance Benefits . If (a) Executive terminates his employment with the Company during the Protected Period for a Good Reason event or (b) the Company terminates Executive’s employment during the Protected Period other than (i) for Cause or (ii) due to Executive’s inability to perform the primary duties of his position for at least 180 consecutive days due to a physical or mental impairment and (c) as a result of such termination of employment Executive has a Separation from Service, Executive shall receive the following compensation and benefits from the Company, provided that, in the cases of Section 3A, 3C and 3D, Executive executes and does not revoke the Release:

	A.		On the date that is six months after the date Executive has a Separation from Service with the Company or on the next business day if such date is not a business day, the Company shall pay to Executive in a lump sum, in cash, an amount equal to three times the sum of Executive’s (i) Termination Base Salary and (ii) Bonus.
	B.		Except to the extent specifically set forth in a grant agreement under any employee stock incentive plan of the Company, as of the date of Executive’s termination of employment (i) all restricted shares of Company stock of Executive (whether granted before or after the Effective

			Date) shall become 100% vested and all restrictions thereon shall lapse and the Company shall promptly deliver to Executive unrestricted shares of Company stock, (ii) all restricted stock units of Executive (whether granted before or after the Effective Date) shall become 100% vested and all restrictions thereon shall lapse and the Company shall settle such units in the manner provided in the applicable grant agreement and (iii) each then outstanding Company stock option of Executive (whether granted before or after the Effective Date) shall become 100% exercisable; provided, however, that settlement of restricted stock units as contemplated by clause (ii) above shall not be made prior to the date that is six months after the date Executive has a Separation from Service with the Company or on the next business day if such date is not a business day.
	C.		For the six month period following the date on which Executive has a Separation from Service, the Company shall reimburse Executive for (1) if Executive or Executive’s dependents are eligible for and elect continued health coverage under a group health plan of the Company or an affiliate which is provided to satisfy the requirements of Section 4980B of the Code (“COBRA Coverage”), the actual premium charged to Executive or Executive’s dependents for such COBRA Coverage or (2) if Executive is eligible to retire and receive retiree medical coverage, the actual premium charged to Executive for such retiree medical coverage for Executive and each of Executive’s dependents eligible for such retiree medical coverage. Such reimbursements (which shall be taxable income to Executive) shall be paid to Executive directly or to the applicable group health plan, as determined by the Company, on or as soon as practicable after each due date for each COBRA Coverage premium or retiree medical premium. On the date that is six months after the date Executive has a Separation from Service as described in this Section 3 or on the next business day if such date is not a business day, the Company shall pay to Executive in a lump sum, in cash, the sum of (1) an amount such that after payment of all applicable income taxes, Executive retains an amount equal to thirty times the amount of the applicable COBRA Coverage premium for such Executive on such date and (2) an amount such that Executive shall, after payment of all income taxes owed by Executive, retain an amount sufficient to pay all income taxes owed on the reimbursements for COBRA Coverage premiums or retiree medical premiums paid during the six month period following the date on which Executive has a Separation from Service.
	D.		Throughout the period of 36 months beginning on the date Executive has a Separation from Service with the Company or until Executive begins other full-time employment with a new employer, whichever occurs first, Executive shall be entitled to receive ongoing outplacement services, paid by the Company up to an aggregate cost not in excess of $30,000, with a

nationally prominent executive outplacement service firm selected by the Company and reasonably acceptable to Executive.

For the final calendar year containing the Protected Period, in the event that the Company fails to award Executive prorated bonus compensation with respect to the portion of such calendar year prior to the expiration of the Protected Period in a manner that does not constitute a failure under Section 2E(iii), such failure shall be deemed to be an event that constitutes Good Reason and, if Executive terminates his employment upon or within 30 days following such failure, then such termination shall be deemed to