Exhibit 10.8




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Table of Contents
 PageArticle 1. Effective Date, History, Objectives, and Duration
    
    
    11.1 Effective Date
    
    
    11.2 Objectives of the Plan
    
    
    11.3 Duration of the Plan
    
    
    1Article 2. Definitions
    
    
    22.1 Acquired Entity Award
    
    
    22.2 Affiliate
    
    
    22.3 Annual Meeting of Company Stockholders
    
    
    22.4 Award
    
    
    22.5 Award Agreement
    
    
    22.6 Base Amount
    
    
    22.7 Board
    
    
    22.8 CEO
    
    
    22.9 Code
    
    
    22.10 Committee and Management Committee
    
    
    22.11 Common Stock
    
    
    22.12 Controlled Affiliate
    
    
    22.13 Covered Employee
    
    
    22.14 Designated 162(m) Group
    
    
    32.15 Director Annual Grant
    
    
    32.16 Director Fees
    
    
    32.17 Disability
    
    
    32.18 Dividend Equivalent
    
    
    32.19 Eligible Person
    
    
    32.20 Exchange Act
    
    
    32.21 Equity Election
    
    
    32.22 Fair Market Value
    
    
    32.23 Grant Date
    
    
    32.24 Grantee
    
    
    42.25 Incentive Stock Option
    
    
    42.26 including or includes
    
    
    42.27 Non-Equity Incentive Award
    
    
    42.28 Non-Management Director
    
    
    42.29 Non-Qualified Stock Option
    
    
    42.30 Option
    
    
    42.31 Option Price
    
    
    42.32 Option Term
    
    
    42.33 Other Stock-Based Award
    
    
    42.34 Performance-Based Exception
    
    
    42.35 Performance Measures
    
    
    42.36 Performance Period
    
    
    4




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Page2.37 Performance Share and Performance Unit
    
    
    42.38 Period of Restriction
    
    
    42.39 Person
    
    
    42.40 Restricted Stock Unit
    
    
    52.41 Rule 16b-3
    
    
    52.42 SEC
    
    
    52.43 Section 16 Non-Management Director
    
    
    52.44 Section 16 Person
    
    
    52.45 Share
    
    
    52.46 Shares of Restricted Stock or Restricted Stock
    
    
    52.47 Spin-Off Awards
    
    
    52.48 Stock Appreciation Right or SAR
    
    
    52.49 Termination of Affiliation
    
    
    5Article 3.  Administration
    
    
    63.1 Committee
    
    
    63.2 Powers of Committee
    
    
    7Article 4.  Shares Subject to the Plan, Maximum Awards, and 162(m) Compliance
    
    
    104.1 Number of Shares Available for Grants
    
    
    104.2 Adjustments in Authorized Shares and Awards
    
    
    104.3 Compliance with Section 162(m) of the Code
    
    
    11(a) Section 162(m) Compliance
    
    
    11(b) Annual Individual Limitations
    
    
    114.4 Performance-Based Exception Under Section 162(m)
    
    
    11Article 5.  Eligibility and General Conditions of Awards
    
    
    155.1 Eligibility
    
    
    155.2 Award Agreement
    
    
    155.3 General Terms and Termination of Affiliation
    
    
    155.4 Nontransferability of Awards
    
    
    155.5 Cancellation and Rescission of Awards
    
    
    165.6 Stand-Alone, Tandem and Substitute Awards
    
    
    165.7 Compliance with Rule 16b-3
    
    
    17(a) Reformation to Comply with Exchange Act Rules
    
    
    17(b) Rule 16b-3 Administration
    
    
    175.8 Deferral of Award Payouts
    
    
    17Article 6.  Stock Options
    
    
    196.1 Grant of Options
    
    
    196.2 Award Agreement
    
    
    196.3 Option Price; No Repricing
    
    
    196.4 Grant of Incentive Stock Options
    
    
    196.5 Payment
    
    
    20
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PageArticle 7.  Shares of Restricted Stock
    
    
    227.1 Grant of Shares of Restricted Stock
    
    
    227.2 Award Agreement
    
    
    227.3 Consideration for Shares of Restricted Stock
    
    
    227.4 Effect of Forfeiture
    
    
    227.5 Escrow; Legends
    
    
    227.6 Voting Rights; Dividends and Distributions
    
    
    23Article 8.  Restricted Stock Units
    
    
    248.1 Grant of Restricted Stock Units
    
    
    248.2 Delivery and Limitations
    
    
    248.3 Forfeiture
    
    
    24Article 9.  Performance Units and Performance Shares
    
    
    259.1 Grant of Performance Units and Performance Shares
    
    
    259.2 Value/Performance Goals
    
    
    25(a) Performance Unit
    
    
    25(b) Performance Share
    
    
    259.3 Earning of Performance Units and Performance Shares
    
    
    259.4 Forfeiture
    
    
    26Article 10.  Stock Appreciation Rights
    
    
    2710.1 Grant of SARs
    
    
    2710.2 Award Agreement
    
    
    2710.3 Payments of SAR Amount
    
    
    2710.4 Forfeiture
    
    
    2710.5 No Repricing
    
    
    27Article 11.  Other Stock-Based Awards
    
    
    28Article 12.  Non-Equity Incentive Awards
    
    
    29Article 13.  Change in Control
    
    
    3013.1 Acceleration of Exercisability and Lapse of Restrictions
    
    
    3013.2 Definitions
    
    
    30(a) Cause
    
    
    30(b) Change Date
    
    
    31(c) Change in Control
    
    
    31(d) Good Reason
    
    
    32(e) Incumbent Directors
    
    
    33(f) Retirement
    
    
    33(g) Surviving Enterprise
    
    
    33(h) Voting Securities
    
    
    3313.3 Flexibility to Amend
    
    
    33Article 14.  Non-Management Director Awards
    
    
    3414.1 Director Annual Grant
    
    
    34
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Page(a) Automatic Grant of Director Annual Grant
    
    
    34(b) Prorated Director Annual Grant
    
    
    34(c) Non-Management Director Status
    
    
    35(d) Vesting and Payment
    
    
    3514.2 Election to Receive Director Fees in Shares or Restricted Stock Units in Lieu of Cash
    
    
    35(a) Payment of Director Fees in Shares
    
    
    35(b) Payment of Director Fees in Restricted Stock Units
    
    
    3614.3 Deferral Elections
    
    
    36(a) Timing of Deferral Elections
    
    
    36(b) Content of Deferral Elections
    
    
    36(c) Deferral Account
    
    
    36(d) Settlement of Deferral Accounts
    
    
    3714.4. Insufficient Number of Shares
    
    
    3714.5 Non-Forfeitability
    
    
    37Article 15.  Amendment, Modification, and Termination
    
    
    3815.1 Amendment, Modification, and Termination
    
    
    3815.2 Awards Previously Granted
    
    
    38Article 16.  Withholding
    
    
    3916.1 Mandatory Tax Withholding
    
    
    3916.2 Notification under Code Section 83(b)
    
    
    39Article 17.  Additional Provisions
    
    
    4017.1 Successors
    
    
    4017.2 Severability
    
    
    4017.3 Requirements of Law
    
    
    4017.4 Securities Law Compliance
    
    
    4017.5 No Rights as a Stockholder
    
    
    4117.6 Nature of Payments
    
    
    4117.7 Non-Exclusivity of Plan
    
    
    4117.8 Governing Law
    
    
    4117.9 Share Certificates
    
    
    4117.10 Unfunded Status of Awards; Creation of Trusts
    
    
    4217.11 Employment
    
    
    4217.12 Participation
    
    
    4217.13 Military Service
    
    
    4217.14 Construction; Gender and Number
    
    
    4217.15 Headings
    
    
    4217.16 Obligations
    
    
    4217.17 No Right to Continue as Director
    
    
    4217.18 Code Section 409A Compliance
    
    
    42
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WPX ENERGY, INC.
2011 INCENTIVE PLAN
 Article 1.  Effective Date , History, Objectives, and Duration
 Effective Date
 Objectives of the Plan
 Duration of the Plan
 1




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Article 2.  Definitions
  Acquired Entity Award
 Affiliate
 Annual Meeting of Company Stockholders
 Award
 Award Agreement
 Base Amount
 Board
 CEO
 Code
 Committee Management Committee
 Common Stock
 Controlled Affiliate
 Covered Employee
 2




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Designated 162(m) Group
 Director Annual Grant
 Director Fees
 Disability
 Dividend Equivalent
 Eligible Person
 Exchange Act
 Equity Election
 Fair Market Value The Wall Street Journal
 Grant Date
 3




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Grantee
 Incentive Stock Option
 including includes
 Non-Equity Incentive Award
 Non-Management Director
 Non-Qualified Stock Option
 Option
 Option Price
 Option Term
 Other Stock-Based Award
 Performance-Based Exception
 Performance Measures
 Performance Period
 Performance Share Performance Unit
 Period of Restriction
 Person
 4




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Restricted Stock Unit
 Rule 16b-3
 SEC
 Section 16 Non-Management Director
 Section 16 Person
  Share
 Shares of Restricted Stock Restricted Stock
 Spin-Off Awards
 Stock Appreciation Right SAR
 Termination of Affiliation
 5




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Article 3.  Administration
 Committee
    6




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Powers of Committee
          7




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provided
    provided
   8




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9




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Article 4.  Shares Subject to the Plan, Maximum Awards, and 162(m) Compliance
 Number of Shares Available for Grants
   Adjustments in Authorized Shares and Awards provided
 10




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provided further
 Compliance with Section 162(m) of the Code
 Section 162(m) Compliance provided
 Annual Individual Limitations
 Performance-Based Exception Under Section 162(m)
      11




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12




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provided provided
further
 provided
 13




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14




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Article 5.  Eligibility and General Conditions of Awards
 Eligibility provided
 Award Agreement
 General Terms and Termination of Affiliation
 Nontransferability of Awards
  provided
  15




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Cancellation and Rescission of Awards
 Stand-Alone, Tandem and Substitute Awards
 provided
  16




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Compliance with Rule 16b-3
 Reformation to Comply with Exchange Act Rules
 Rule 16b-3 Administration
 Deferral of Award Payouts
 17




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18




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Article 6.  Stock Options
 Grant of Options
 Award Agreement
 Option Price; No Repricing
 Grant of Incentive Stock Options
     19




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provided
   Payment
     20




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21




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Article 7.  Shares of Restricted Stock
 Grant of Shares of Restricted Stock
 Award Agreement provided
 Consideration for Shares of Restricted Stock
 Effect of Forfeiture
 Escrow; Legends
 22




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Voting Rights; Dividends and Distributions
 23




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Article 8.  Restricted Stock Units
 Grant of Restricted Stock Units
 Delivery and Limitations
 Forfeiture
 24




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Article 9.  Performance Units and Performance Shares
 Grant of Performance Units and Performance Shares
 Value/Performance Goals
 Performance Unit
 Performance Share
 Earning of Performance Units and Performance Shares
    25




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Forfeiture
 26




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Article 10.  Stock Appreciation Rights
 Grant of SARs
 Award Agreement provided
   Payment of SAR Amount
 Forfeiture
 No Repricing
 27




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Article 11.  Other Stock-Based Awards
  28




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Article 12.  Non-Equity Incentive Awards
  29




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Article 13.  Change in Control
 Acceleration of Exercisability and Lapse of Restrictions
   Definitions
 Cause
  nolo contendere
    30




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Change Date
 Change in Control
     31




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Good Reason
        32




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 Incumbent Directors
   Retirement
 Surviving Enterprise
 Voting Securities
 Flexibility to Amend
 33




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Article 14.  Non-Management Director Awards
 Director Annual Grant
 Automatic Grant of Director Annual Grant.
 Prorated Director Annual Grant
     34




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provided
  Non-Management Director Status
 Vesting and Payment
 Election to Receive Director Fees in Shares or Restricted Stock Units in Lieu of Cash
 Payment of Director Fees in Shares
 35




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Payment of Director Fees in Restricted Stock Units
 Deferral Elections
 Timing of Deferral Elections provided
 Content of Deferral Elections
   Deferral Account
 36




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Settlement of Deferral Accounts
 Insufficient Number of Shares provided
 Non-Forfeitability
 37




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Article 15.  Amendment, Modification, and Termination
 Amendment, Modification, and Termination
 Awards Previously Granted provided
 38




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Article 16.  Withholding
 Mandatory Tax Withholding
   Notification under Code Section 83(b)
 39




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Article 17.  Additional Provisions
 Successors
 Severability
 Requirements of Law
 Securities Law Compliance
   40




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No Rights as a Stockholder
 Nature of Payments
 Non-Exclusivity of Plan
 Governing Law
 Share Certificates
 41




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Unfunded Status of Awards; Creation of Trusts provided
 Employment
 Participation
 Military Service
 Construction; Gender and Number
 Headings
 Obligations provided
 No Right to Continue as Director
 Code Section 409A Compliance .
 42




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43