SECOND AMENDED AND RESTATED NEWFIELD EXPLORATION COMPANY CHANGE OF CONTROL SEVERANCE PLAN

Exhibit 10.4

SECOND AMENDED AND RESTATED
NEWFIELD EXPLORATION COMPANY
CHANGE OF CONTROL SEVERANCE PLAN

      WHEREAS , the Board of Directors (the “ Board ”) of Newfield Exploration Company (the “ Company ”) adopted this Newfield Exploration Company Change of Control Severance Plan (as amended from time to time, this “ Plan ”) effective as of July 26, 2007 for the benefit of certain employees of the Company;

      WHEREAS , the Board amended this Plan effective as of February 14, 2006 and amended and restated this Plan effective as of March 15, 2007; and

      WHEREAS , the Board desires to further amend this Plan to bring it into compliance with Section 409A of the Internal Revenue Code of 1986;

      NOW, THEREFORE , this Plan is hereby amended and restated as set forth herein.

     This Plan was adopted by the Board for the benefit of the Company’s eligible employees and the eligible employees of its participating subsidiaries and affiliated entities. This Plan is intended to provide severance benefits to certain officers and employees whose employment is terminated under certain circumstances on or after a Change of Control (as defined below).

     2.1 Definitions . Where the following words and phrases appear in this Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

     (a) “Board” shall mean the Board of Directors of the Company.

     (b) “Cause” shall mean, with respect to each Covered Employee, any termination of such Covered Employee’s employment with the Employer based on a determination by the Committee that such Covered Employee (1) has been convicted of or entered a plea of nolo contendre to a felony or of a misdemeanor involving moral turpitude, (2) has willfully refused without proper legal cause to perform the duties and responsibilities of the employee, (3) has willfully engaged in conduct which the employee has reason to know is materially injurious to the Employer or its affiliates, (4) has engaged in gross negligence or willful misconduct in the performance of the employee’s duties and responsibilities with the Employer, or (5) has materially breached any material policy of the Employer.

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

     (1) the Company is not the surviving Person (as such term is defined below in this definition) in any merger, consolidation or other reorganization (or survives only as a subsidiary of another Person);

     (2) 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;

     (3) the Company sells, leases or exchanges all or substantially all of its assets to any other Person;

     (4) the Company is to be dissolved and liquidated;

     (5) any Person, including a “group” as contemplated by Section 13(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

     (6) 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. 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)  “Committee” shall mean the Committee appointed pursuant to Section 4.1.

     (f)  “Company” shall have the meaning ascribed to such term in the recitals to this Plan.

     (g)  “Covered Employee” shall mean any individual who, immediately prior to a Change of Control is an employee of the Employer who is normally scheduled to work 30 or more hours per week, other than (1) an employee whose terms and conditions of employment are governed by a collective bargaining agreement, unless such agreement provides for his coverage under this Plan, (2) a nonresident alien who receives no earned income from the Employer that constitutes income from sources within the

United States, unless the Compensation & Management Development Committee of the Board has determined that such individual shall be covered by this Plan, and (3) a “leased employee.” Notwithstanding any provision of this Plan to the contrary, no individual who is designated, compensated, or otherwise classified or treated by the Employer as an independent contractor or other non-common law employee shall be eligible to receive benefits under this Plan. It is expressly intended that individuals not treated as common law employees by the Employer are to be excluded from Plan participation even if a court or administrative agency determines that such individuals are common law employees.

     (h)  “Effective Date” shall have the meaning ascribed to such term in the recitals to this Plan.

     (i)  “Employer” shall mean the Company and each of its subsidiaries and affiliates that is treated as an Employer in accordance with the provisions of Section 5.1.

     (j)  “Good Reason” shall mean, with respect to each Covered Employee, on or following a Change of Control but not later than the second anniversary of the Change of Control, the occurrence of any one or more of the following:

     (1) a material reduction in the nature or scope of such Covered Employee’s aggregate responsibilities from those applicable to such Covered Employee immediately prior to the date on which a Change of Control occurs;

     (2) a reduction in such Covered Employee’s annual base salary;

     (3) any failure to provide such Covered Employee with a combined total of annual base salary and annual bonus compensation at a level at least equal to the combined total of such Covered Employee’s annual rate of base salary with the Employer in effect immediately prior to the Change of Control and bonus compensation in an amount equal to the amount determined under clause (B) of Section 2.1(q) for such Covered Employee ( provided that in the event that such Covered Employee has not yet been eligible to receive any annual cash bonus awards due to such Covered Employee’s length or period of service with the Employer, then such amount of bonus compensation shall equal the mean of the total amount determined under such clause (B) for all Covered Employees who were similarly situated to such Covered Employee immediately prior to the Change of Control), with a failure being deemed to have occurred in the event that (A) payments are made to such Covered Employee in a form other than cash, (B) base salary is deferred at other than such Covered Employee’s election, (C) bonus compensation is not awarded within two and one-half months following the end of the calendar year to which it relates, (D) bonus compensation is deferred at other than such Covered Employee’s election at a rate in excess of the average ratio of deferred bonuses to currently paid bonuses awarded to such Covered Employee with respect to the two most recent calendar years ending prior to the Change of Control, or (E) bonus compensation is deferred at other than such Covered Employee’s election in a manner that is not substantially similar in terms of such Covered Employee’s vested rights and timing of payments to the manner

in which deferred bonuses were awarded to such Covered Employee with respect to the two most recent calendar years ending prior to the Change of Control (if such Covered Employee has not yet been eligible to receive any annual cash bonus awards due to such Covered Employee’s length or period of service with the Employer, then for purposes of clause (D) above, the applicable deferral rate for bonus compensation shall be deemed to equal the mean of the rates determined under such clause (D) for all Covered Employees who were similarly situated to such Covered Employee immediately prior to the Change of Control, and for purposes of clause (E) above, the applicable vested rights and timing of payments for deferred bonus compensation shall be deemed to be similar to those applied to deferred bonus compensation of Covered Employees who were similarly situated to such Covered Employee immediately prior to the Change of Control); or

     (4) a change in the location of such Covered Employee’s principal place of employment by the Employer by 50 miles or more from the location where he was principally employed immediately prior to the date on which a Change of Control occurs.

     (k)  “Involuntary Termination” shall mean, with respect to each Covered Employee, such Covered Employee’s “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Code) with the Employer that occurs on or following a Change of Control but not later than the latest to occur of (1) the second anniversary of the Change of Control and (2) the expiration of the 30-day period described in clause (B) of this Section 2.1(k), and which:

     (A) does not result from a voluntary resignation by such Covered Employee (other than a resignation pursuant to clause (B) of this Section 2.1(k)); or

     (B) results from a resignation by such Covered Employee on or before the date which is 30 days after the date the Covered Employee receives notice of a Good Reason event;

provided, however, that the term “Involuntary Termination” shall not include a termination of such Covered Employee’s employment with the Employer for Cause, any termination as a result of such Covered Employee’s death or disability under circumstances entitling him to long-term benefits under the long-term disability plan of the Employer, or any termination as a result of such Covered Employee declining to accept an offer of comparable employment from a successor employer. For purposes of the preceding sentence, comparable employment shall include employment that would not result in a Good Reason event for the Covered Employee. For the calendar year during which the second anniversary of the Change of Control occurs, in the event that the Company fails to award a Covered Employee prorated bonus compensation with respect to the portion of such calendar year ending on such second anniversary in a manner that does not constitute a failure under Section 2.1(j)(3), such failure shall be deemed to be an event that constitutes Good Reason and, if such Covered Employee has a

“separation from service” upon or within 30 days following such failure, then such termination shall be deemed to be an Involuntary Termination entitling such Covered Employee to benefits hereunder.

     (l)  “Plan” shall mean this Second Amended and Restated Newfield Exploration Company Change of Control Severance Plan, as amended from time to time.

     (m)  “Release” shall mean a comprehensive release and waiver agreement in substantially the same form as that attached hereto as Exhibit B.

     (n)  “Section 409A” shall mean Section 409A of the Code and any applicable rulings and regulations thereunder.

     (o) “ Severance Factor” shall mean, (1) with respect to each Covered Employee who has been designated by the Employer as a Group A member, the product of his Years of Service multiplied by four, and (2) with respect to each other Covered Employee, the product of his Years of Service multiplied by three; provided, however, that in no event shall a Covered Employee’s Severance Factor be less than two or greater than 104.

     (p)  “Specified Employee” means on any date in the applicable period, any employee of the Company or any affiliate of the Company that would be considered a single employer with the Company under Section 414(a) and (b) of the Code who was a “key employee” within the meaning of Section 416(i) of the Code (without regard to paragraph (5) thereof) at any time during the 12-month period ending on the identification date. For the period beginning January 1, 2005 and ending March 31, 2006, the identification date is December 31, 2004. Thereafter, the applicable period is each 12-month period beginning on April 1, 2006 and each subsequent April 1 and the identification date for each such period is the immediately preceding December 31. For example, for the period beginning April 1, 2006, the identification date is December 31, 2005. Specified Employees shall be determined in accordance with Section 409A.

     (q)  “Weekly Compensation” shall mean, with respect to each Covered Employee, the quotient of:

          (1) the sum of:

     (A) such Covered Employee’s annual base salary with the Employer at the rate in effect immediately prior to the Change of Control; and

     (B) an amount equal to one-half of the total of all cash bonuses (whether paid or deferred) awarded to such Covered Employee by the Employer with respect to the two most recent calendar years ending prior to the Change of Control; provided, however, that (i) in the event that any such cash bonuses were awarded with respect to only a partial year of employment by such Covered Employee, then for purposes of this clause (B) such cash bonuses shall be deemed to equal an amount determined by

annualizing such cash bonuses based on the ratio of the number of days such Covered Employee was employed by the Employer during such year to 365 days, and (ii) in the event that such Covered Employee was only eligible to receive cash bonus awards with respect to the most recent calendar year ending prior to the Change of Control due to such Covered Employee’s length or period of service with the Employer, then the amount determined under this clause (B) for such Covered Employee shall, subject to adjustment as provided in (i) above, equal the total of all cash bonuses awarded to such Covered Employee with respect to such year;

(2) 52.

          (r) “Years of Service” shall mean, with respect to each Covered Employee, his years of continuous employment with the Employer and its affiliates (excluding any predecessors thereof) from his most recent date of hire as reflected on the Employer’s records plus any years of service credited to such Covered Employee for purposes of this Plan by the Compensation & Management Development Committee of the Board for prior industry experience, including fractions thereof (with fractions to be based upon completed months of employment); provided, however, no more than five years of prior industry experience may be credited to a Covered Employee unless such Covered Employee is designated a Group A member, in which event up to 10 years of prior industry service may be credited to such Covered Employee.

     2.2 Number and Gender . Wherever appropriate herein, a word used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in this Plan, shall be deemed to include the feminine gender.

     2.3 Headings . The headings of Articles and Sections herein are included solely for convenience and if there is any conflict between such headings and the text of this Plan, the text shall control.

     3.1 Severance Benefits . If a Covered Employee’s termination of employment with the Employer or a successor thereto qualifies as an Involuntary Termination, then such Covered Employee shall, subject to the provisions of Sections 3.3, 3.4 and 3.6, receive the following severance from the Employer:

     (a) if such Covered Employee executes and does not revoke the Release, a lump sum cash payment in an amount equal to such Covered Employee’s Severance Factor multiplied by his Weekly Compensation;

     (b) except to the extent specifically set forth in a grant agreement under any stock incentive plan of the Company, as of the date of such Covered Employee’s Involuntary Termination (i) all restricted shares of Company stock of such Covered

Employee (whether granted before or after the adoption of this Plan) shall become 100% vested and all restrictions thereon shall lapse and the Company shall promptly deliver to such Covered Employee unrestricted shares of Company stock and (ii) each then outstanding Company stock option of such Covered Employee (whether granted before or after the adoption of this Plan) shall become 100% exercisable; and

     (c) 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 such Covered Employee’s Involuntary Termination, all restricted stock units of such Covered Employee (whether granted before or after the adoption of this Plan) shall become 100% vested and all restrictions thereon shall lapse and, subject to the last sentence of this Section 3.1, the Company shall settle such units in the manner provided in the applicable grant agreement.

The payment described in clause (a) above shall be made by the Employer to such Covered Employee on the 60 ^th day following the date of the Involuntary Termination or, if such date is not a business day, on the first business day that is at least 60 days after the date of the Involuntary Termination; provided, however, that if the Covered Employee is a Specified Employee, such payment shall be made on the date that is 6 months after the date of the Involuntary Termination or on the next business day if such date is not a business day; and provided further that payment shall not be made if the Covered Employee fails to execute a Release or the execution of the Release fails to become effective on or before the date as of which payment otherwise would be made under this Section 3.1. If the Covered Employee is a Specified Employee, then, notwithstanding anything in any employee stock incentive plan of the Company or any grant agreement thereunder to the contrary, any cash or other property paid or delivered in settlement of a restricted stock unit as described in clause (c) above shall be made on the date that is six months after the date of Involuntary Termination or on the next business day if such date is not a business day.

     3.2 Interest on Late Payments . If any cash payment provided for in Section 3.1 is not made when due, the Employer shall pay to the Covered Employee interest on the amount payable from the date that such payment should have been made under such Section until such payment is made, which interest shall be calculated at the maximum nonusurious rate permitted by law.

     3.3 Parachute Payments . Anything to the contrary herein notwithstanding, if a Covered Employee is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the severance benefits provided for in Section 3.1, together with any other payments or benefits which the Covered Employee has the right to receive from the Employer, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the severance benefits provided hereunder shall be either (a) reduced (but not below zero) so that the present value of such total amounts received by the Covered Employee from the Employer will be one dollar ($1.00) less than three times the Covered Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts received by the Covered Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Covered Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income

tax). The determination as to whether any such reduction in the amount of the severance benefits is necessary shall be made by the Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments or benefits from the Employer (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the Covered Employee’s base amount, the Covered Employee shall immediately repay such excess to the Employer upon notification that an overpayment has been made. Nothing in this Section 3.3 shall require the Employer to be responsible for, or have any liability or obligation with respect to, any Covered Employee’s excise tax liabilities under Section 4999 of the Code.

     3.4 Coordination with Certain Other Agreements . The benefits under this Plan are not intended to duplicate the benefits to which a Covered Employee is entitled under any individual employment, severance or change of control agreement between such Covered Employee and the Employer, and if a Covered Employee is entitled to any severance benefits under any such agreement, then any benefits to which such Covered Employee is entitled under this Plan shall be offset by such cash benefits received under such individual agreement, and if such Covered Employee would, on an after-tax basis, receive greater severance benefits under any such agreement, then such Covered Employee shall not be eligible to participate in the Plan.

     3.5 No Mitigation . A Covered Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Article III by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Article III be reduced by any compensation or benefit earned by the Covered Employee as the result of employment by another employer.

     3.6 Severance Pay Plan Limitation . This Plan is intended to be an employee welfare benefit plan within the meaning of section 3(1) of ERISA and the Labor Department regulations promulgated thereunder. Therefore, anything to the contrary herein notwithstanding, in no event shall any Covered Employee receive total severance payments under this Plan that exceed the equivalent of twice such Covered Employee’s “annual compensation” (as such term is defined in 29 CFR § 2510.3-2(b)(2)) during the year immediately preceding his Involuntary Termination. If total severance payments under this Plan to a Covered Employee would otherwise exceed the limitation in the preceding sentence, the amount payable to such Covered Employee under this Plan (other than any interest paid pursuant to Section 3.2) shall be reduced in order to satisfy such limitation.

     4.1 Appointment of Committee . The Company shall be this Plan administrator during the period preceding the date upon which a Change of Control occurs. Prior to the date upon which a Change of Control occurs, the Board shall appoint three or more Covered Employees to serve as the Committee. If for any reason any individual or entity so appointed resigns or is otherwise unwilling or unable to serve as a member of the Committee, then such individual or entity (or any successor thereto) shall appoint his own successor (who shall also be a Covered Employee). The Committee may select officers and may appoint a secretary who need not be a member of the Committee. The Committee shall designate the person or persons

who shall be authorized to sign for the Committee and, upon such designation, the signature of such person or persons shall bind the Committee.

     4.2 Proceedings and Meetings; Self-Interest of Members . The Committee shall keep appropriate records of proceedings related to the administration of this Plan and shall make available for examination during business hours to any Covered Employee or beneficiary such records as pertain to that individual’s interest in this Plan. The Committee shall hold meetings upon such notice and at such times and places as it may from time to time determine. Notice to a member shall not be required if waived in writing by that member. A majority of the members of the Committee duly appointed shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Committee at any meeting where a quorum is present shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a meeting upon written consent signed by all of the members of the Committee. No member of the Committee shall have any right to vote or decide upon any matter relating solely to such member under this Plan or to vote in any case in which his individual right to claim any benefit under this Plan is particularly involved.

     4.3 Committee’s Powers and Duties . It shall be a principal duty of the Committee to see that this Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in this Plan. The Committee shall have full power to administer this Plan in all of its details, subject to applicable requirements of law. For this purpose, the Committee’s powers shall include, but not be limited to, the following authority, in addition to all other powers provided by this Plan:

     (a) to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of this Plan;

     (b) to interpret this Plan, its interpretation thereof to be final and conclusive on all persons claiming benefits under this Plan;

     (c) to decide all questions concerning this Plan and the eligibility of any person to participate in this Plan;

     (d) to make a determination as to the right of any person to a benefit under this Plan (including, without limitation, to determine whether and when there has been a termination of a Covered Employee’s employment and the cause of such termination);

     (e) to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering this Plan;

     (f) to allocate and delegate its responsibilities under this Plan and to designate other persons to carry out any of its responsibilities under this Plan, any such allocation, delegation or designation to be in writing;

     (g) to sue or cause suit to be brought in the name of this Plan; and

     (h) to obtain from the Employer and from Covered Employees such information as is necessary for the proper administration of this Plan.

     4.4 Indemnification of Committee . The Company agrees to indemnify and to defend to the fullest extent permitted by law any member of the Committee against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with this Plan, if such act or omission was in good faith.

     4.5 Compensation, Bond and Expenses . The members of the Committee shall not receive compensation with respect to their services for the Committee. To the extent required by applicable law, but not otherwise, Committee members shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of this Plan, including the cost of furnishing bond, shall be paid by the Company.

     4.6 Claims Procedures . Claims for Plan benefits and reviews of Plan benefit claims that have been denied or modified shall be processed in accordance with the written Plan claims procedures that are attached hereto as Exhibit A, which procedures are hereby incorporated by reference as a part of this Plan.

     5.1 Other Participating Employers . It is contemplated that affiliates of the Company may adopt this Plan and thereby become an “Employer” hereunder. Any such entity, whether or not presently existing, may become a party hereto by appropriate action of its Board of Directors or noncorporate counterpart. The provisions of this Plan shall apply separately and equally to each Employer and its employees in the same manner as is expressly provided for the Company and its employees, except that the determination of whether a Change of Control has occurred shall be made based solely on the Company. Nevertheless, any Employer may incorporate in its adoption agreement or in an amendment document specific provisions relating to the operation of this Plan, and such provisions shall become a part of this Plan as to such Employer only. Transfer of employment among the Company and other participating Employers shall not be considered an Involuntary Termination hereunder unless such transfer otherwise constitutes a Good Reason event. Subject to the provisions of Section 5.2, any participating Employer may, by appropriate action of its Board of Directors or noncorporate counterpart, terminate its participation in this Plan. Amounts payable hereunder shall be paid by the Employer which employs the particular Covered Employee.

     5.2 Termination and Amendment . This Plan may be amended from time to time or terminated at the discretion of the Board; provided, however, that notwithstanding the foregoing, this Plan may not be amended on or following a Change of Control to adversely affect the benefits or rights to benefits (contingent or otherwise) of any Covered Employee under this Plan or terminated on or following a Change of Control until there are no longer any benefits potentially payable under this Plan. Further, a participating