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 ”).

1.       Grant .

(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:

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 matte