exv10w1






Exhibit 10.1




 




FORM OF SEPARATION AND DISTRIBUTION AGREEMENT




by and between



THE WILLIAMS COMPANIES, INC.,



and



WPX ENERGY, INC.



Dated as of           , 2011



 














 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	Section 1.1 Table of Definitions
	 	 	2	 
	Section 1.2 Certain Defined Terms
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II THE CONTRIBUTION
	 	 	9	 
	 
	 	 	 	 
	Section 2.1 Contribution of WPX Assets
	 	 	9	 
	Section 2.2 Assumption of Liabilities
	 	 	9	 
	Section 2.3 Effective Date; Deliveries
	 	 	10	 
	Section 2.4 Transfers Not Effected on or before the Effective Date
	 	 	10	 
	Section 2.5 Shared Contracts
	 	 	11	 
	Section 2.6 Termination of Agreements
	 	 	11	 
	Section 2.7 Governmental Approvals and Consents
	 	 	12	 
	Section 2.8 Disclaimer of Representations and Warranties
	 	 	12	 
	 
	 	 	 	 
	ARTICLE III THE IPO
	 	 	13	 
	 
	 	 	 	 
	Section 3.1 Actions Prior to the IPO
	 	 	13	 
	Section 3.2 Use of Proceeds; Consideration for WPX Assets
	 	 	13	 
	Section 3.3 Conditions to the IPO
	 	 	14	 
	Section 3.4 Conversion of Outstanding WPX Common Stock into WPX Class B Common
Stock
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV THE DISTRIBUTION
	 	 	15	 
	 
	 	 	 	 
	Section 4.1 The Distribution
	 	 	15	 
	Section 4.2 Actions Prior to the Distribution
	 	 	15	 
	Section 4.3 Conditions to the Distribution
	 	 	16	 
	Section 4.4 Certain Stockholder Matters.
	 	 	17	 
	 
	 	 	 	 
	ARTICLE V FINANCIAL AND OTHER COVENANTS
	 	 	18	 
	 
	 	 	 	 
	Section 5.1 Financial and Other Information.
	 	 	18	 
	Section 5.2 Other Covenants
	 	 	20	 
	Section 5.3 Covenants Regarding the Incurrence of Indebtedness.
	 	 	21	 
	 
	 	 	 	 
	ARTICLE VI EXCHANGE OF INFORMATION; CONFIDENTIALITY
	 	 	22	 
	 
	 	 	 	 
	Section 6.1 Agreement for Exchange of Information
	 	 	22	 
	Section 6.2 Ownership of Information
	 	 	23	 
	Section 6.3 Compensation for Providing Information
	 	 	23	 
	Section 6.4 Record Retention
	 	 	23	 
















 






	 	 	 	 	 
	 	 	Page	 
	Section 6.5 Limitation of Liability
	 	 	23	 
	Section 6.6 Other Agreements Providing for Exchange of Information
	 	 	23	 
	Section 6.7 Cooperation
	 	 	23	 
	Section 6.8 Confidentiality
	 	 	24	 
	Section 6.9 Protective Arrangements
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VII ADDITIONAL COVENANTS AND OTHER MATTERS
	 	 	25	 
	 
	 	 	 	 
	Section 7.1 Further Assurances
	 	 	25	 
	Section 7.2 Use of Names, Logos and Information
	 	 	25	 
	Section 7.3 Non-Solicitation
	 	 	26	 
	Section 7.4 Conduct of WPX Business between Effective Date and Distribution Date
	 	 	27	 
	Section 7.5 WMB Guarantees
	 	 	27	 
	 
	 	 	 	 
	ARTICLE VIII MUTUAL RELEASES; INDEMNIFICATION
	 	 	27	 
	 
	 	 	 	 
	Section 8.1 Mutual Releases
	 	 	27	 
	Section 8.2 Indemnification by WPX
	 	 	29	 
	Section 8.3 Indemnification by WMB
	 	 	29	 
	Section 8.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts
	 	 	30	 
	Section 8.5 Third-Party Claims
	 	 	31	 
	Section 8.6 Additional Matters
	 	 	32	 
	Section 8.7 Remedies Cumulative
	 	 	33	 
	Section 8.8 Survival of Indemnities
	 	 	33	 
	Section 8.9 Limitation on Liability
	 	 	33	 
	 
	 	 	 	 
	ARTICLE IX TERMINATION
	 	 	33	 
	 
	 	 	 	 
	Section 9.1 Termination
	 	 	33	 
	Section 9.2 Effect of Termination
	 	 	34	 
	 
	 	 	 	 
	ARTICLE X DISPUTE RESOLUTION
	 	 	34	 
	 
	 	 	 	 
	Section 10.1 Disputes
	 	 	34	 
	Section 10.2 Escalation; Mediation
	 	 	34	 
	Section 10.3 Court Actions
	 	 	36	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	36	 
	 
	 	 	 	 
	Section 11.1 Corporate Power
	 	 	36	 
	Section 11.2 Coordination with Certain Ancillary Agreements; Conflicts
	 	 	36	 
	Section 11.3 Expenses
	 	 	37	 
	Section 11.4 Amendment and Modification.
	 	 	37	 
	Section 11.5 Waiver
	 	 	37	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 11.6 Notices
	 	 	37	 
	Section 11.7 Interpretation
	 	 	38	 
	Section 11.8 Entire Agreement
	 	 	38	 
	Section 11.9 No Third Party Beneficiaries
	 	 	38	 
	Section 11.10 Governing Law
	 	 	38	 
	Section 11.11 Submission to Jurisdiction
	 	 	39	 
	Section 11.12 Assignment
	 	 	39	 
	Section 11.13 Severability
	 	 	39	 
	Section 11.14 Waiver of Jury Trial
	 	 	39	 
	Section 11.15 Counterparts
	 	 	39	 
	Section 11.16 Facsimile Signature
	 	 	40	 
	 
	 	 	 	 
	Exhibit A            Contributed Entities
	 	 	 	 
	 
	 	 	 	 
	Schedule 2.6(b)(v) Surviving Agreements
	 	 	 	 
	Schedule 8.3(d) California Gas Marketing Proceedings
	 	 	 	 
	Schedule 8.3(e) Gas Price Indices Proceedings
	 	 	 	 






iii









 





SEPARATION AND DISTRIBUTION AGREEMENT




     SEPARATION AND DISTRIBUTION AGREEMENT, dated as of      , 2011 (this
“Agreement”), by and between The Williams Companies, Inc., a Delaware corporation
(“WMB”), and WPX Energy, Inc., a Delaware corporation (“WPX”).



RECITALS




     A. The WMB Board has determined that it would be appropriate, desirable and in the best
interests of WMB and WMB’s stockholders to separate the WPX Business from WMB.



     B. In connection with the separation of the WPX Business from WMB, WMB desires to contribute
or otherwise transfer, and to cause certain of its Subsidiaries to contribute or otherwise
transfer, certain Assets and Liabilities associated with the WPX Business, including the stock or
other equity interests of certain of WMB’s Subsidiaries dedicated to the WPX Business, to WPX and
certain of WPX’s Subsidiaries (collectively, the “Contribution”).



     C. WPX intends to offer and sell for its own account a limited number of shares of WPX Class A
Common Stock pursuant to an initial public offering of such shares (the “IPO”), and in
furtherance thereof, WPX has previously filed the IPO Registration
Statement with the SEC.



     D. In connection with the Contribution and in exchange for the WPX Assets contributed by WMB
directly to WPX, WPX intends to (i) convert the WPX Common Stock held by WMB into shares of WPX
Class B Common Stock such that WMB will own all of the outstanding WPX Class B Common Stock
immediately following the consummation of the IPO, (ii) distribute to WMB a portion of the IPO
proceeds and WPX Borrowing proceeds, and (iii) assume the WPX Liabilities.



     E. WMB intends (i) to distribute to WMB creditors the proceeds received from WPX referred to
in clause (ii) in Recital D above and (ii) after the IPO, to distribute to holders of shares of WMB
Common Stock the outstanding shares of WPX Common Stock then owned by WMB (the
“Distribution”).



     F. WMB and WPX intend that the Contribution pursuant to Section 2.1 of this Agreement, the
Distribution and the distribution by WMB to its creditors of the proceeds received from WPX
referred to in clause (ii) in Recital D above, taken together, will qualify as a reorganization for
U.S. federal income tax purposes pursuant to which no gain or loss will be recognized by WMB or its
stockholders under Section 355, 361(b)(3), 368(a)(1)(D) and related provisions of the Code, and
that this Agreement is intended to be, and is hereby adopted as, a plan of reorganization under
Section 368 of the Code.



     G. The parties intend this Agreement and the Ancillary Agreements to set forth the principal
arrangements between them regarding the Contribution, the IPO and the Distribution.













 





AGREEMENT




     In consideration of the foregoing and the mutual covenants and agreements herein contained,
and intending to be legally bound hereby, the parties agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Table of Definitions. The following terms have the meanings set forth on the pages referenced below:






	 	 	 	 	 
	Definition	 	Page	 
	Action
	 	 	3	 
	Administrative Services Agreement
	 	 	3	 
	Affiliate
	 	 	3	 
	Agreement
	 	 	1	 
	Ancillary Agreements
	 	 	3	 
	Assets
	 	 	3	 
	Bad Act
	 	 	9	 
	Business Day
	 	 	4	 
	Code
	 	 	4	 
	Consents
	 	 	4	 
	Contract
	 	 	4	 
	Contribution
	 	 	1	 
	CPR
	 	 	34	 
	Distribution
	 	 	1	 
	Distribution Agent
	 	 	17	 
	Distribution Date
	 	 	4	 
	Effective Date
	 	 	4	 
	Environmental Laws
	 	 	35	 
	Environmental Liabilities
	 	 	35	 
	Exchange Act
	 	 	4	 
	Financial Statements
	 	 	4	 
	GAAP
	 	 	4	 
	Governmental Approvals
	 	 	4	 
	Governmental Authority
	 	 	4	 
	Group
	 	 	4	 
	Hazardous Substances
	 	 	36	 
	Indemnifying Party
	 	 	30	 
	Indemnitee
	 	 	30	 
	Indemnity Payment
	 	 	30	 
	Information
	 	 	4	 
	Insurance Proceeds
	 	 	5	 
	Intended Transferee
	 	 	10	 
	Intended Transferor
	 	 	10	 
	IPO
	 	 	1	 









	 	 	 	 	 
	Definition	 	Page	 
	IPO Closing Date
	 	 	5	 
	IPO Prospectus
	 	 	5	 
	IPO Registration Statement
	 	 	5	 
	IRS
	 	 	5	 
	Law
	 	 	5	 
	Liabilities
	 	 	5	 
	Next Step Up Representatives
	 	 	34	 
	Ordinary Course of Business
	 	 	5	 
	Person
	 	 	6	 
	Proceeding
	 	 	39	 
	Record Date
	 	 	6	 
	Registration Rights Agreement
	 	 	6	 
	Regulation S-K
	 	 	6	 
	Regulation S-X
	 	 	6	 
	SEC
	 	 	6	 
	Securities Act
	 	 	6	 
	Subsidiary
	 	 	6	 
	Tax Control
	 	 	6	 
	Tax or Taxes
	 	 	6	 
	Tax Sharing Agreement
	 	 	6	 
	Third-Party Claim
	 	 	31	 
	Transition Services Agreement
	 	 	7	 
	Underwriters
	 	 	7	 
	Underwriting Agreement
	 	 	7	 
	WMB
	 	 	1	 
	WMB Annual Statements
	 	 	19	 
	WMB Board
	 	 	7	 
	WMB Business
	 	 	7	 
	WMB Common Stock
	 	 	7	 
	WMB Entities
	 	 	7	 
	WMB Group
	 	 	7	 
	WMB Indemnitees
	 	 	29	 
	WMB Liabilities
	 	 	7	 
	WMB Shared Contract
	 	 	7	 






 


2









 






Table of Definitions (cont.)





	 	 	 	 	 
	Definition	 	Page	 
	WMB’s Auditors
	 	 	19	 
	WPX
	 	 	1	 
	WPX Assets
	 	 	7	 
	WPX Borrowing
	 	 	8	 
	WPX Business
	 	 	8	 
	WPX Class A Common Stock
	 	 	8	 
	WPX Class B Common Stock
	 	 	8	 
	WPX Common Stock
	 	 	8	 
	WPX Credit Facility
	 	 	8	 
	WPX Entities
	 	 	8	 








	 	 	 	 	 
	Definition	 	Page	 
	WPX Group
	 	 	8	 
	WPX Indebtedness
	 	 	8	 
	WPX Indemnitees
	 	 	30	 
	WPX Liabilities
	 	 	8	 
	WPX Notes
	 	 	9	 
	WPX Shared Contract
	 	 	9	 
	WPX Transfer Agent
	 	 	9	 
	WPX Voting Stock
	 	 	20	 
	WPX’s Auditors
	 	 	18	 









     Section 1.2 Certain Defined Terms. For the purposes of this Agreement:



          “Action” means any claim, demand, action, suit, countersuit, audit, arbitration,
inquiry, proceeding or investigation by or before any Governmental Authority or any United States
or non-United States federal, state, local or international arbitration or mediation tribunal.




          “Administrative Services Agreement” means the Administrative Services Agreement, dated
as of the date hereof, between WMB and WPX, as may be amended or modified from time to time, which
provides for WMB’s provision of certain services to WPX between the IPO Closing Date and the
Distribution Date.




          “Affiliate” of any Person means a Person that controls, is controlled by, or is under
common control with such Person; provided, however, that for purposes of this
Agreement and the Ancillary Agreements, none of the WMB Entities shall be deemed to be an Affiliate
of any WPX Entity and none of the WPX Entities shall be deemed to be an Affiliate of any WMB
Entity. As used herein, “control” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise.




          “Ancillary Agreements” means the Transition Services Agreement, the Administrative
Services Agreement, the Tax Sharing Agreement, the Registration Rights Agreement and any other
instruments, assignments, documents and agreements executed in connection with the implementation
of the transactions contemplated by this Agreement.




          “Assets” means assets, properties and rights (including goodwill and rights arising
under Contracts), wherever located (including in the possession of vendors, other Persons or
elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case
whether or not recorded or reflected or required to be recorded or reflected on the books and
records or financial statements of any Person.




3









 





          “Business Day” means a day other than a Saturday, Sunday or other day on which
commercial banks in the State of Oklahoma are authorized or required by law to close.




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




          “Consents” means any consents, waivers or approvals from, or notification requirements
to, any Person other than a member of either Group.




          “Contract” means any contract, agreement, lease, license, sales order, purchase order,
instrument or other commitment that is binding on any Person or any part of its property under
applicable law.




          “Distribution Date” means the date on which the Distribution occurs.




          “Effective Date” means 11:59 p.m., Tulsa, Oklahoma time, on the date that is
immediately prior to the IPO Closing Date, or such other date as may be fixed by WMB.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with
the rules and regulations promulgated thereunder.




          “Financial Statements” means the Annual Financial Statements and Quarterly Financial
Statements collectively.




          “GAAP” means U.S. generally accepted accounting principles.




          “Governmental Approvals” means any notices, reports or other filings to be given to or
made with, or any releases, Consents, substitutions, approvals, amendments, registrations, permits
or authorizations to be obtained from, any Governmental Authority.




          “Governmental Authority” means any United States or non-United States federal, state,
local, territorial, tribal or international court, government, department, commission, board,
bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental
authority.




          “Group” means the WMB Group or the WPX Group, as the context requires.




          “Information” means information, including books and records, whether or not
patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms,
stored in any medium, including studies, reports, records, books, contracts, instruments, surveys,
discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints,
diagrams, models, prototypes, samples, flow
charts, data, computer data, disks, diskettes, tapes, computer programs or other software,
marketing plans, customer names, communications by or to attorneys (including attorney-client
privileged communications), memos and other materials prepared by attorneys or under their
direction (including attorney work product), and other technical, financial, employee or business
information or data.




4









 





          “Insurance Proceeds” means, with respect to any Liability to be reimbursed by an
Indemnifying Party that may be covered, in whole or in part, by insurance policies written by
third-party providers, the amount of insurance proceeds actually received in cash under such
insurance policy with respect to such Liability, net of any costs in seeking such collection.




          “IPO Closing Date” means the first date on which the proceeds of any sale of WPX
Common Stock to the Underwriters are received.




          “IPO Prospectus” means the prospectus included in the IPO Registration Statement,
including any prospectus subject to completion, final prospectus, or any supplement to or amendment
of any of the foregoing.




          “IPO Registration Statement” means the Registration Statement on Form S-1 of WPX filed
with the SEC pursuant to the Securities Act, registering the shares of WPX Common Stock to be
issued in the IPO, together with all amendments thereto.




          “IRS” means the U.S. Internal Revenue Service.




          “Law” means any statute, law, regulation, ordinance, rule, judgment, rule of common
law, order, decree, government approval, concession, grant, franchise, license, agreement,
directive, guideline, policy, requirement or other governmental restriction or any similar form of
decision of, or determination by, or any interpretation or administration of any of the foregoing
by, any Governmental Authority, whether now or hereinafter in effect and, in each case, as amended.




          “Liabilities” means any and all losses, claims, charges, debts, demands, Actions,
damages, obligations, payments, costs and expenses, sums of money, bonds, indemnities and similar
obligations, penalties, covenants, Contracts, controversies, agreements, promises, omissions,
guarantees, make whole agreements and similar obligations, and other liabilities, including all
contractual obligations, whether absolute or contingent, inchoate or otherwise, matured or
unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising,
and including those arising under any Law, Action, threatened or contemplated Action (including the
costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto
and attorneys’ fees and any and all costs and expenses (including allocated costs of in-house
counsel and other personnel), whatsoever incurred in investigating, preparing or defending against
any such Actions or threatened or contemplated Actions), order or consent decree of any
Governmental Authority or any award of any arbitrator of any kind, and those arising under any
contract, commitment or undertaking, including
those arising under this Agreement or any Ancillary Agreement or incurred by a party hereto or
thereto in connection with enforcing its rights to indemnification hereunder or thereunder, in each
case, whether or not recorded or reflected or required to be recorded or reflected on the books and
records or financial statements of any Person.




          “Ordinary Course of Business” means the ordinary course of the WPX Business as
conducted by WMB and its Subsidiaries prior to the Effective Date consistent




5









 







with historical custom
and practice during normal day-to-day operations and not requiring any special authorization of any
nature.




          “Person” means an individual, corporation, partnership, limited liability company,
limited liability partnership, syndicate, person, trust, association, organization or other entity,
including any Governmental Authority, and including any successor, by merger or otherwise, of any
of the foregoing.




          “Record Date” means the close of business on the date to be determined by WMB’s Board
of Directors as the record date for determining the stockholders of WMB entitled to receive shares
of WPX Common Stock pursuant to the Distribution.




          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of
the date hereof, between WMB and WPX, as may be amended or modified from time to time.




          “Regulation S-K” means Regulation S-K of the General Rules and Regulations promulgated
by the SEC pursuant to the Securities Act.




          “Regulation S-X” means Regulation S-X of the General Rules and Regulations
promulgated by the SEC pursuant to the Securities Act.




          “SEC” means the U.S. Securities and Exchange Commission.




          “Securities Act” means the Securities Act of 1933, as amended, together with the rules
and regulations promulgated thereunder.




          “Subsidiary” of any Person means any corporation or other organization, whether
incorporated or unincorporated, of which at least a majority of the securities or interests having
by the terms thereof ordinary voting power to elect at least a majority of the board of directors
or others performing similar functions with respect to such corporation or other organization is
directly or indirectly owned or controlled by such Person or by any one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries; provided,
however, that no Person that is not directly or indirectly wholly owned by any other Person
shall be a Subsidiary of such other Person unless such other Person controls, or has the right,
power or ability to control, that Person.




          “Tax Control” means the definition of “control” set forth in Section 368(c) of the
Code.




          “Tax” or “Taxes” shall have the same meaning as ascribed to such term in the
Tax Sharing Agreement.




          “Tax Sharing Agreement” means the Tax Sharing Agreement, dated as of the date hereof,
between WMB and WPX, as may be amended or modified from time to time.





6









 








          “Transition Services Agreement” means the Transition Services Agreement, dated as of
the date hereof, between WMB and WPX, as may be amended or modified from time to time, which
provides for WMB’s provision of certain services to WPX on and after the Distribution Date.




          “Underwriters” means the managing underwriters for the IPO as described in the IPO
Registration Statement.




          “Underwriting Agreement” means the Underwriting Agreement between WMB, WPX and the
Underwriters relating to the IPO, as amended from time to time.




          “WMB Board” means the Board of Directors of WMB or an authorized committee thereof.




          “WMB Business” means the business and operations other than the WPX Business conducted
by WMB and the WMB Entities (whether conducted independently or in association with one or more
third parties through a partnership, joint venture or other mutual enterprise) at any time prior
to, on or after the Effective Date.




          “WMB Common Stock” means the common stock, par value $1.00 per share, of WMB.




          “WMB Entities” means the members of the WMB Group.




          “WMB Group” means WMB and each direct or indirect Subsidiary of WMB, other than
Persons in the WPX Group.




          “WMB Liabilities” means (without duplication): (a) any and all Liabilities that are
expressly contemplated by this Agreement or any Ancillary Agreement to be retained or assumed by
WMB or any WMB Entity, and all agreements, obligations and Liabilities of any WMB Entity under this
Agreement or any of the Ancillary Agreements; (b) all Liabilities to the extent relating to,
arising out of or resulting from the operation of the WMB Business, as conducted at any time prior
to, on or after the Effective Date; and (c) all other Liabilities of any member of the WMB Group
that are not WPX Liabilities.




          “WMB Shared Contract” means any Contract relating in part to the WPX Business not
included in the WPX Assets.




          “WPX Assets” means all of WMB’s and its Subsidiaries’ right, title and interest in and
to:




          (a) any and all Assets of WMB and its Subsidiaries that are used exclusively or held for use
exclusively in the WPX Business, including without limitation all of WMB’s direct or indirect stock
or other equity interests in the entities set forth on Exhibit A; and





7









 








          (b) any and all Assets that are expressly listed, scheduled or otherwise clearly described in
any Ancillary Agreement as Assets to be transferred to any WPX Entity.




          “WPX Borrowing” means the new indebtedness of WPX to be incurred pursuant to the
issuance of the WPX Notes and the closing of the WPX Credit Facility (and any subsequent borrowings
under the WPX Credit Facility).




          “WPX Business” means the exploration and production business and any other business
and operations conducted by WPX and the WPX Entities (whether conducted independently or in
association with one or more third parties through a partnership, joint venture or other mutual
enterprise) at any time prior to, on or after the Effective Date.




          “WPX Class A Common Stock” means the Class A Common Stock, par value $1.00 per share,
of WPX.




          “WPX Class B Common Stock” means the Class B Common Stock, par value $1.00 per share,
of WPX.




          “WPX Common Stock” means, collectively, the Class A Common Stock and the Class B
Common Stock and any other class or series of common stock of WPX currently existing or hereinafter
created.




          “WPX Credit Facility” means the senior unsecured credit facility contemplated to be
entered into by WPX concurrently with the IPO with a syndicate of bank and institutional lenders on
such terms and conditions as agreed to by WMB, WPX and the other parties to the WPX Credit
Facility.




          “WPX Entities” means the members of the WPX Group.




          “WPX Group” means WPX and each direct or indirect Subsidiary of WPX.




          “WPX Indebtedness” means the aggregate principal amount of total Liabilities (whether
long-term or short-term) for borrowed money (including capitalized leases) of the WPX Group
collectively, as determined for purposes of its Financial Statements prepared in accordance with
GAAP.




          “WPX Liabilities” means (without duplication):




          (a) any and all Liabilities to the extent arising out of or relating to the WPX Business or
the WPX Assets, in each case whether such Liabilities arise or accrue prior to, on or after the
Effective Date (other than Tax-related Liabilities, which are exclusively governed by the Tax
Sharing Agreement);




          (b) any and all Liabilities to the extent arising out of or relating to the operation of any
business conducted by any WPX Entity at any time after the Effective Date;




8









 








          (c) any and all Liabilities that are expressly listed, scheduled or otherwise clearly
described in any Ancillary Agreement as Liabilities to be assumed by WPX or any WPX Entity; and




          (d) all obligations of the WPX Group under or pursuant to this Agreement, any Ancillary
Agreement or any other instrument entered into in connection herewith or therewith.




          “WPX Notes” means the senior unsecured notes contemplated to be issued by WPX
concurrently with the IPO on such terms and conditions as agreed to by WMB, WPX and the
underwriters for the WPX Notes.




          “WPX Shared Contract” means any Contract included in the WPX Assets relating in part
to the WMB Business.




          “WPX Transfer Agent” means the transfer agent and registrar for the WPX Class A Common
Stock.




ARTICLE II

THE CONTRIBUTION




     Section 2.1 Contribution of WPX Assets . Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or before the
Effective Date, WMB will (and WMB will cause its applicable Subsidiaries to) assign, transfer and
convey to WPX and its applicable Subsidiaries, and WPX will receive and accept from WMB and its applicable Subsidiaries, all of WMB’s and its
applicable Subsidiaries’ right, title and interest in and to the WPX Assets. Such assignments,
transfers and conveyances will be effective at such times as provided in each respective Ancillary
Agreement and will be subject to the terms and conditions of this Agreement and any applicable
Ancillary Agreement.



     Section 2.2 Assumption of Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement, on or before the
Effective Date, WPX will (and WPX will cause its applicable Subsidiaries to) assume, and on a
timely basis pay, perform, satisfy and discharge the WPX Liabilities in accordance with their
respective terms. WPX and its applicable Subsidiaries will be responsible for all WPX Liabilities,
regardless of (a) when or where such Liabilities arose or arise, (b) whether the facts on which
they are based
occurred on, prior to or subsequent to the Effective Date, (c) where or against whom such
Liabilities are asserted or determined, (d) whether asserted or determined on, prior to or
subsequent to the Effective Date, or (e) whether arising from or alleged to arise from negligence,
recklessness, violation of law, fraud or misrepresentation (each, a “Bad Act”) by any
member of the WMB Group, the WPX Group or any of their respective past or present representatives;
provided, however, that this Section 2.2 will not limit WPX’s right to make a claim
against a WMB Group member for Losses suffered by it to the extent that such Losses are a direct
result of a Bad Act committed by a WMB Group member subsequent to the Effective Date. Such
assumptions of WPX Liabilities will be effective at



9









 




such times as provided in each respective
Ancillary Agreement and will be subject to the terms and conditions of this Agreement and any
applicable Ancillary Agreement.




     Section 2.3 Effective Date; Deliveries. In furtherance of the assignment, transfer and conveyance of the WPX Assets and the
assumption of the WPX Liabilities as set forth in this Agreement and the Ancillary Agreements,
unless otherwise provided in this Agreement or in any Ancillary Agreement, on or before the
Effective Date, the parties will execute and deliver, and they will cause their respective
Subsidiaries and representatives, as applicable, to execute and deliver: (a) each of the Ancillary
Agreements; (b) such bills of sale, stock powers, certificates of title, assignments of Contracts,
subleases and other instruments of transfer, conveyance and assignment as, and to the extent,
necessary or convenient to evidence the transfer, conveyance and assignment to WPX (or, as
applicable, its Subsidiaries) of all of WMB’s (or, as applicable, its Subsidiaries’) right, title
and interest in and to the WPX Assets; and (c) such assumptions of Contracts and other instruments
of assumption as, and to the extent, necessary or convenient to evidence the valid and effective
assumption of the WPX Liabilities by WPX (or, as applicable, its Subsidiaries).



     Section 2.4 Transfers Not Effected on or before the Effective Date.



          (a) The parties acknowledge and agree that some of the transfers contemplated by this Article
II may not be effected on or before the Effective Date due to the inability of the parties to
obtain necessary Consents or approvals or the inability of the parties to take certain other
actions necessary to effect such transfers on or before the Effective Date. To the extent any
transfers contemplated by this Article II have not been fully effected on or before the Effective
Date, WMB and WPX will cooperate and use commercially reasonable efforts (and will cause the
applicable members of its respective Group to use such efforts) to obtain any necessary Consents or
approvals or take any other actions necessary to effect such transfers as promptly as practicable
following the Effective Date.




          (b) Nothing in this Agreement will be deemed to require the transfer or assignment of any
Contract or other Asset by any WMB Entity (an “Intended Transferor”) to any WPX Entity (an
“Intended Transferee”) to the extent that such transfer or assignment would constitute a
material breach of such Contract or cause forfeiture or loss of such Asset; provided,
however, that even if such Contract or other Asset cannot be so transferred or assigned,
such Contract or
other Asset will be deemed a WPX Asset solely for purposes of determining whether any
Liability is a WPX Liability.




          (c) If an attempted assignment would be ineffective or would impair an Intended Transferee’s
rights under any such WPX Asset so that the Intended Transferee would not receive all such rights,
then the parties will use commercially reasonable efforts to provide to, or cause to be provided
to, the Intended Transferee, to the extent permitted by law, the rights of any such WPX Asset and
take such other actions as may reasonably be requested by the other party in order to place the
Intended Transferee, insofar as reasonably possible, in the same position as if such WPX Asset had
been transferred as contemplated hereby. In connection therewith, (i) the Intended Transferor will
promptly




10









 







pass along to the Intended Transferee when received all benefits derived by the Intended
Transferor with respect to any such WPX Asset, and (ii) the Intended Transferee will pay, perform
and discharge on behalf of the Intended Transferor all of the Intended Transferor’s obligations
with respect to any such WPX Asset in a timely manner and in accordance with the terms thereof
which it may do without breach. If and when such Consents or approvals are obtained or such other
required actions have been taken, the transfer of the applicable WPX Asset will be effected in
accordance with the terms of this Agreement and any applicable Ancillary Agreement.




     Section 2.5 Shared Contracts. The parties agree as follows:



          (a) At the written request of WPX, WMB will, and will cause other members of the WMB Group to,
to the extent permitted by the applicable WMB Shared Contract and applicable law, make available to
WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts
(except where the benefits or rights under such WMB Shared Contracts are specifically provided
pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights
enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to
the extent such benefits relate to the WPX Business; provided, however, that the
applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the
obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits
and rights so made available to them.




          (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to,
to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to
WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts
(except where the benefits or rights under such WPX Shared Contracts are specifically provided
pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights
enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to
the extent such benefits relate to the WMB Business; provided, however, that the
applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the
obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits
and rights so made available to them.




          (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the
earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect
the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX
Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no
longer permitted thereunder.




     Section 2.6 Termination of Agreements.



          (a) Except as set forth in Section 2.6(b), the WMB Entities, on the one hand, and the WPX
Entities, on the other hand, hereby terminate any and all agreements, arrangements, commitments or
understandings (including intercompany work orders), whether or not in writing, between or among
any WMB Entity, on the one hand, and any





11









 







WPX Entity, on the other hand, effective as of the
Effective Date. No such terminated agreement, arrangement, commitment or understanding (including
any provision thereof that purports to survive termination) shall be of any further force or effect
from and after the Effective Date. Each party shall, at the reasonable request of the other party,
take, or cause to be taken, such other actions as may be necessary to effect the foregoing.




          (b) The provisions of Section 2.6(a) shall not apply to any of the following agreements,
arrangements, commitments or understandings (or to any of the provisions thereof):




               (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument
expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any WMB
Entity or WPX Entity);



               (ii) any agreements, arrangements, commitments or understandings to which any non-wholly owned
Subsidiary or non-wholly owned Affiliate of WMB or WPX, as the case may be, is a party;



               (iii) any other agreements, arrangements, commitments or understandings that this Agreement or
any Ancillary Agreement expressly contemplates will survive the Effective Date;



               (iv) any confidentiality or non-disclosure agreements among any members of either Group or
employees of any member of either Group, including any obligation not to disclose proprietary or
privileged information; and



               (v) any agreements, arrangements, commitments or understandings listed or described on
Schedule 2.6(b)(v).



          (c) Except as otherwise expressly and specifically provided in this Agreement or any Ancillary
Agreement, all intercompany receivables, payables, loans and other accounts between any WMB Entity,
on the one hand, and any WPX Entity, on the other hand, in existence as of immediately prior to the
Effective Date shall be satisfied and/or settled by the relevant members of the WMB Group and the
WPX Group no later than the Effective Date by (i) forgiveness by the relevant obligor or (ii) one
or a related
series of repayments, distributions of and/or contributions to capital, in each case as
determined by WMB.




     Section 2.7 Governmental Approvals and Consents. To the extent that any of the transactions contemplated by this Agreement or any Ancillary
Agreement requires any Governmental Approval or Consent, the parties will use their reasonable best
efforts to obtain such Governmental Approval or Consent.



     Section 2.8 Disclaimer of Representations and Warranties. Each of WMB (on behalf of itself and each other WMB Entity) and WPX (on behalf of itself
and each other WPX Entity) understands and agrees that, except as expressly set forth herein or in
any Ancillary Agreement, no party (including its Affiliates) to this Agreement, any



12









 




Ancillary
Agreement or any other agreement or document contemplated by this Agreement, any Ancillary
Agreement or otherwise, is making any representations or warranties relating in any way to the
Contribution, Distribution or WPX Assets.




ARTICLE III

THE IPO




     Section 3.1 Actions Prior to the IPO. Subject to the conditions hereof, WMB and WPX will use their commercially reasonable
efforts to consummate the IPO, including, without limitation, by taking the actions specified in
this Section 3.1.



          (a) WPX will file such amendments or supplements to the IPO Registration Statement as may be
necessary in order to cause the IPO Registration Statement to become and remain effective as
required by applicable law or by the Underwriters, including, without limitation, filing such
amendments and supplements thereto as may be required by the Underwriting Agreement, the SEC or
applicable securities laws.




          (b) WPX will enter into the Underwriting Agreement, in form and substance reasonably
satisfactory to each party, and each party will comply with its respective obligations thereunder.




          (c) WPX will use its commercially reasonable efforts to take all such action as may be
necessary or appropriate under applicable state securities and blue sky laws of the United States
(and any comparable laws under any foreign jurisdictions) in connection with the IPO.




          (d) WPX will prepare, file and use commercially reasonable efforts to seek to make effective,
an application for listing of the WPX Class A Common Stock to be issued in the IPO on the New York
Stock Exchange, subject to official notice of issuance.




          (e) WPX will participate in the preparation of materials and presentations that WMB and the
Underwriters will deem necessary or desirable.




          (f) WPX will cooperate in all respects with WMB in connection with the pricing and timing of
the WPX Class A Common Stock to be issued in the IPO and
will, at WMB’s direction, promptly take any and all actions necessary or desirable to
consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting
Agreement.




     Section 3.2 Use of Proceeds; Consideration for WPX Assets. The IPO will be a primary offering of WPX Class A Common Stock, and WPX shall use the
net proceeds from the IPO as set forth in the IPO Prospectus. The contribution or other transfer
of WPX Assets by WMB to WPX in connection with the Contribution will be in exchange for (a) the
conversion of the WPX Common Stock held by WMB into shares of WPX Class B Common Stock such that
WMB will own all of the outstanding WPX Class B Common Stock immediately following the consummation
of the IPO, (b) the distribution to WMB of a portion of the IPO and WPX Borrowing net proceeds (as
described in the IPO Prospectus), and (c) the assumption by WPX of WPX Liabilities.



13









 





     Section 3.3 Conditions to the IPO. The obligations of the parties to consummate the IPO will be subject to such conditions as
WMB will determine in its sole and absolute discretion, which conditions will be for the sole
benefit of WMB, may be waived by WMB in its sole and absolute discretion, and any determination by
WMB regarding the satisfaction or waiver of any of such conditions will be conclusive. Such
conditions will include, without limitation, the conditions specified in this Section 3.3.



          (a) The IPO Registration Statement will have been declared effective by the SEC, and there
will be no stop order in effect with respect thereto and no proceeding for that purpose will have
been instituted by the SEC.




          (b) The actions and filings with regard to state securities and blue sky laws of the United
States (and any comparable laws under any foreign jurisdictions) referred to in Section 3.1 will
have been taken and, where applicable, have become effective or been accepted.




          (c) The WPX Class A Common Stock to be issued in the IPO will have been accepted for listing
on the New York Stock Exchange, subject to official notice of issuance.




          (d) WPX will have entered into the Underwriting Agreement and all conditions to the
obligations of WPX and the Underwriters thereunder will have been satisfied or waived.




          (e) WMB will be satisfied in its sole and absolute discretion that (i) it will possess Tax
Control of WPX immediately following the consummation of the IPO, (ii) all other matters regarding
the Tax consequences of the Distribution will, to the extent applicable as of the time the IPO is
consummated, be satisfied or can reasonably be anticipated to be satisfied, and (iii) there will be
no event or condition that may cause any of such conditions not to be satisfied as of the time of
the Distribution or thereafter.




          (f) No order, injunction or decree issued by any court or agency of competent jurisdiction or
other legal restraint or prohibition preventing the consummation
of the IPO or any of the other transactions contemplated by this Agreement or any Ancillary
Agreement will be in effect.




          (g) WMB will have determined that the terms of the IPO, including the timing and pricing
thereof, and other material matters in connection therewith, are acceptable to WMB.




          (h) WPX will have incurred the WPX Borrowing on terms and with lender(s) acceptable to WMB.




          (i) This Agreement will not have been terminated.




     Section 3.4 Conversion of Outstanding WPX Common Stock into WPX Class B Common Stock. Prior to the consummation of the IPO, WMB and WPX will each take all actions (including,
without limitation, such actions that are required to effect the adoption



14









 




by WPX of an amended and
restated certificate of incorporation) that WMB determines, in its sole discretion, may be required
to provide for the conversion of the issued and outstanding shares of WPX Common Stock held by WMB
as of the date hereof into a number of shares of WPX Class B Common Stock determined by WMB, and in
any case such that WMB possesses Tax Control of WPX directly and of Apco Oil and Gas International
Inc. indirectly at all times before, at the time of, and immediately following, the consummation of
the IPO.




ARTICLE IV

THE DISTRIBUTION




     Section 4.1 The Distribution. WMB intends, following the consummation of the IPO, to complete the Distribution in 2012.
WMB will, in its sole and absolute discretion, determine the date of the consummation of the
Distribution and all terms of the Distribution, including without limitation, the form, structure
and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and
conditions to the consummation of the Distribution. In addition, WMB may, at any time and from
time to time until the completion of the Distribution, modify or change the terms of the
Distribution, including, without limitation, by accelerating or delaying the timing of the
consummation of all or part of the Distribution. WPX will cooperate with WMB in all respects to
accomplish the Distribution and will, at WMB’s direction, promptly take any and all actions
necessary or desirable to effect the Distribution, including, without limitation, to the extent
necessary, the registration under the Securities Act and the Exchange Act of the WPX Common Stock
on an appropriate registration form or forms to be designated by WMB. WMB will select any
investment banker(s) and manager(s) in connection with the Distribution, as well as any financial
printer, solicitation and/or exchange agent and financial, legal, accounting and other advisors for
WMB, provided, however, that nothing in this Agreement will prohibit WPX from
engaging (at its own expense) its own financial, legal, accounting and other advisors in connection
with the Distribution.



     Section 4.2 Actions Prior to the Distribution. In connection with the Distribution, the parties will take the actions set forth in this
Section 4.2.



          (a) WMB and WPX will prepare and mail, prior to any Distribution Date, to the holders of WMB
Common Stock, such information concerning WPX and the Distribution and such other matters as WMB
reasonably determines and as may be required by law. WMB and WPX will prepare, and WPX will, to
the extent required by applicable law, file with the SEC any such documentation that WMB determines
is necessary or desirable to effect the Distribution, and WMB and WPX will each use its
commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto
as soon as practicable.




          (b) WPX will use its commercially reasonable efforts to take all such action as may be
necessary or desirable under applicable state securities and blue sky laws of the United States
(and any comparable laws under any foreign jurisdictions) in connection with the Distribution.





15









 








          (c) WPX will prepare, file and use commercially reasonable efforts to seek to make effective,
an application for listing of the WPX Common Stock to be distributed in the Distribution on the New
York Stock Exchange, subject to official notice of issuance.




          (d) WPX will take all reasonable steps necessary or desirable to cause the conditions set
forth in Section 4.3 to be satisfied and to effect the Distribution.




     Section 4.3 Conditions to the Distribution. The consummation of the Distribution will be subject to the satisfaction, or waiver by WMB
in its sole and absolute discretion, of the conditions set forth in this Section 4.3. Any
determination by WMB regarding the satisfaction or waiver of any of such conditions will be
conclusive. For the avoidance of doubt, in the event that WMB determines not to consummate the
Distribution because one or more of such conditions is not satisfied or for any other reason, such
determination by WMB will not impact the effectiveness of the Contribution or the IPO.



          (a) The receipt by WMB, in form and substance satisfactory to it, of a ruling by the IRS and
an opinion from its legal advisors regarding the tax consequences of the Distribution and such
other matters, as it will determine to be necessary or advisable in its sole and absolute
discretion.




          (b) The receipt of any Governmental Approvals and material Consents necessary to consummate
the Distribution, which Governmental Approvals and Consents will be in full force and effect.




          (c) No order, injunction, decree or regulation issued by any court or agency of competent
jurisdiction or other legal restraint or prohibition preventing the consummation of the
Distribution will be in effect and no other event outside the control of WMB will have occurred or
failed to occur that prevents the consummation of the Distribution.




          (d) The actions and filings necessary or appropriate under applicable securities laws in
connection with the Distribution will have been taken or made, and, where applicable, have become
effective or been accepted.




          (e) The WPX Common Stock to be distributed in the Distribution will have been accepted for
listing on the New York Stock Exchange, subject to official notice of issuance.




          (f) The receipt by WMB, in form and substance satisfactory to it, of (i) an opinion from
Delaware counsel, selected by WMB in its sole and absolute discretion, regarding the
appropriateness of the determination by the WMB Board that WMB has sufficient surplus under
Delaware law to permit the Distribution, (ii) an opinion from its financial advisor with respect to
(A) the fairness, as of the date of such opinion, to holders of WMB Common Stock, from a financial
point of view, of the Distribution, and (B) the ability of WMB and WPX, given their respective
capital structures following the Distribution, to finance their respective operating and capital
requirements through a specified date based on conditions in the capital markets as of the date of
such opinion, and





16









 







(iii) appropriate certificates from WPX and/or WPX’s senior management with
respect to factual matters required by the advisors to render the opinions referenced in (i) and
(ii).




     Section 4.4 Certain Stockholder Matters.



          (a) Subject to Section 4.3 hereof, on or prior to the Distribution Date, WMB will deliver to a
distribution agent to be appointed by WMB (the “Distribution Agent”) for the benefit of
holders of record of WMB Common Stock on the Record Date, a single stock certificate, endorsed by
WMB in blank, representing all of the outstanding shares of WPX Common Stock then owned by WMB, and
WMB will instruct the Distribution Agent to deliver to the WPX Transfer Agent true, correct and
complete copies of the stock and transfer records reflecting the holders of WMB Common Stock
entitled to receive shares of WPX Common Stock in connection with the Distribution. WMB will cause
its transfer agent to instruct the Distribution Agent to distribute on the Distribution Date or as
soon as reasonably practicable thereafter the appropriate number of shares of WPX Common Stock to
each such holder or designated transferee(s) of such holder. WMB will cooperate, and will instruct
the Distribution Agent to cooperate, with WPX and the WPX Transfer Agent, and WPX will cooperate,
and will instruct the WPX Transfer Agent to cooperate, with WMB and the Distribution Agent, in
connection with all aspects of the Distribution and all other matters relating to the issuance and
delivery of certificates representing, or other evidence of ownership of, the shares of WPX Common
Stock to be distributed to the holders of WMB Common Stock in connection with the Distribution.




          (b) Subject to Section 4.4(d), each holder of WMB Common Stock on the Record Date (or such
holder’s designated transferee(s)) will be entitled to receive in the Distribution a number of
shares of WPX Common Stock equal to the number of shares of WMB Common Stock held by such holder on
the Record Date, multiplied by a fraction, (i) the numerator of which is the number of shares of
WPX Common Stock beneficially owned by WMB or any other member of the WMB Group on the Record Date,
and (ii) the
denominator of which is the number of Shares of WMB Common Stock outstanding on the Record
Date. In the event that the Distribution consists of more than one class of WPX Common Stock, each
holder of WMB Common Stock will receive shares of WPX Common Stock, calculated as provided above,
except that the calculation will be performed separately for each such class of stock. WMB, in its
sole discretion, may distribute cash in lieu of any fractional shares received by a holder of WMB
Common Stock.




          (c) Until such WPX Common Stock is duly transferred in accordance with applicable law, WPX
will regard the Persons entitled to receive such WPX Common Stock as record holders of WPX Common
Stock in accordance with the terms of the Distribution without requiring any action on the part of
such Persons. WPX agrees that, subject to any transfers of such stock, (i) each such holder will
be entitled to receive all dividends payable on, and exercise voting rights and all other rights
and privileges with respect to, the shares of WPX Common Stock then held by such holder, and (ii)
each such holder will be entitled, without any action on the part of such holder, to receive one or
more certificates representing, or other evidence of ownership of, the shares of WPX Common Stock
then held by such holder.





17









 








          (d) Notwithstanding anything to the contrary in this Section 4.4, in the event that the
Distribution is not made in the form of a pro rata distribution of WPX Common Stock to holders of
WMB Common Stock, the above provisions of this Section 4.4 will not apply to the Distribution.




          (e) If WMB determines (in its sole discretion) to effect the separation of WPX from WMB
through a transaction other than the Distribution (whether by means of a split off, a share
exchange or otherwise), WPX shall use commercially reasonable efforts to take all actions (or
refrain from any actions) reasonably requested by WMB in connection therewith.




ARTICLE V

FINANCIAL AND OTHER COVENANTS




     Section 5.1 Financial and Other Information.



          (a) Financial Information. WPX agrees that, for so long as WMB is required to
consolidate the results of operations and financial position of WPX and any other members of the
WPX Group or to account for its investment in WPX under the equity method of accounting (determined
in accordance with GAAP consistently applied and consistent with SEC reporting requirements), WPX
will: (i) comply with all requirements under applicable law regarding disclosure controls and
procedures and internal control over financial reporting; (ii) maintain internal systems and
procedures that will provide WMB with reasonable assurance that WPX’s financial statements and
other publicly reported information is reliable and timely prepared in accordance with GAAP and any
other applicable law; and (iii) provide WMB with financial reports, including consolidated
financial statements (and notes thereto) and discussion and analysis by
management of WPX’s financial condition and liquidity, in the form, and in accordance with the
dates, specified by WMB.




          (b) Auditors and Audits; Annual Statements and Accounting. WPX agrees that, for so
long as WMB is required to consolidate WPX’s results of operations and financial position or to
account for its investment in WPX under the equity method of accounting (in accordance with GAAP):




               (i) Selection of WPX Auditors. Unless required by law, WPX will not select a
different accounting firm than Ernst & Young LLP (or its affiliate accounting firms) (unless so
directed by WMB in accordance with a change by WMB in its accounting firm) to serve as its (and the
WPX Affiliates’) independent certified public accountants (“WPX’s Auditors”) without WMB’s
prior written consent (which will not be unreasonably withheld); provided, however, that, to the
extent any such WPX Affiliates are currently using a different accounting firm to serve as their
independent certified public accountants, such WPX Affiliates may continue to use such accounting
firm provided such accounting firm is reasonably satisfactory to WMB.



               (ii) Audit Timing. WPX will use its commercially reasonable efforts to enable WPX’s
Auditors to complete their audit such that they will date their



18









 




opinion on the Annual Financial
Statements on the same date that WMB’s independent certified public accountants (“WMB’s
Auditors” ) date their opinion on WMB’s audited annual financial statements (the “WMB Annual
Statements”), and to enable WMB to meet its timetable for the printing, filing and public
dissemination of the WMB Annual Statements, all in accordance with Section 5.1(a) hereof and as
required by applicable law.




               (iii) Information Needed by WMB. WPX will provide to WMB on a timely basis all
information that WMB reasonably requires to meet its schedule for the preparation, printing,
filing, and public dissemination of the WMB Annual Statements in accordance with Section 5.1(a)
hereof and as required by applicable law. Without limiting the generality of the foregoing, WPX
will provide all required financial information with respect to the WPX Group to WPX’s Auditors in
a sufficient and reasonable time and in sufficient detail to permit WPX’s Auditors to take all
steps and perform all reviews necessary to provide sufficient assistance to WMB’s Auditors with
respect to information to be included or contained in the WMB Annual Statements.



               (iv) Access to WPX Auditors. WPX will authorize WPX’s Auditors to make available to
WMB’s Auditors both the personnel who performed, or are performing, the annual audit of WPX and
work papers related to the annual audit of WPX, in all cases within a reasonable time prior to
WPX’s Auditors’ opinion date, so that WMB’s Auditors are able to perform the procedures they
consider necessary to take responsibility for the work of WPX’s Auditors as it relates to WMB’s
Auditors’ report on WMB’s statements, all within sufficient time to enable WMB to meet its
timetable for the printing, filing and public dissemination of the WMB Annual Statements.



               (v) Access to Records. If WMB determines in good faith that there may be some
inaccuracy in a WPX Group member’s financial statements or deficiency in a WPX Group member’s
internal accounting controls or operations that could materially impact WMB’s financial statements,
at WMB’s request, WPX will provide WMB’s internal auditors with access to the WPX Group’s books and
records so that WMB may conduct reasonable audits relating to the financial statements provided by
WPX under this Agreement as well as to the internal accounting controls and operations of the WPX
Group.



               (vi) Notice of Changes. Subject to Section 5.1(a)(vii), WPX will give WMB as much
prior notice as reasonably practicable of any proposed determination of, or any significant changes
in, WPX’s accounting estimates or accounting principles from those in effect on the Effective Date.
WPX will consult with WMB and, if requested by WMB, WPX will consult with WMB’s Auditors with
respect thereto. WPX will not make any such determination or changes without WMB’s prior written
consent if such a determination or a change would be sufficiently material to be required to be
disclosed in WPX’s or WMB’s financial statements as filed with the SEC or otherwise publicly
disclosed therein.



               (vii) Accounting Changes Requested by WMB. Notwithstanding clause (vi) above, WPX
will make any changes in its accounting estimates or accounting



19









 




principles that are requested by
WMB in order for WPX’s accounting practices and principles to be consistent with those of WMB.




               (viii) Special Reports of Deficiencies or Violations. WPX will report in reasonable
detail to WMB the following events or circumstances promptly after any executive officer of WPX or
any member of the WPX Board of Directors becomes aware of such matter: (A) all significant
deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect WPX’s ability to record, process,
summarize and report financial information; (B) any fraud, whether or not material, that involves
management or other employees who have a significant role in WPX’s internal control over financial
reporting; (C) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act;
and (D) any report of a material violation of law that an attorney representing any WPX Group
member has formally made to any officers or directors of WPX pursuant to the SEC’s attorney conduct
rules (17 C.F.R. Part 205).



     Section 5.2 Other Covenants. In addition to the other covenants contained in this Agreement and the Ancillary
Agreements, WPX hereby covenants and agrees that, for so long as WMB beneficially owns at least 50%
of the total voting power of all classes of then outstanding capital stock of WPX entitled to vote
generally in the election of directors (“WPX Voting Stock”):



          (a) WPX will not, without the prior written consent of WMB (which WMB may withhold in its sole
and absolute discretion), take, or cause to be taken, directly or indirectly, any action, including
making or failing to make any election under the law of any state, which has the effect, directly
or indirectly, of restricting or limiting the ability of
WMB to freely sell, transfer, assign, pledge or otherwise dispose of shares of WPX Common
Stock or would restrict or limit the rights of any transferee of WMB as a holder of WPX Common
Stock. Without limiting the generality of the foregoing, WPX will not, without the prior written
consent of WMB (which WMB may withhold in its sole and absolute discretion), take any action, or
take any action to recommend to its stockholders any action, which would among other things, limit
the legal rights of, or deny any benefit to, WMB as a WPX stockholder either (i) solely as a result
of the amount of Common Stock owned by WMB or (ii) in a manner not applicable to WPX stockholders
generally.




          (b) WPX will not, without the prior written consent of WMB (which it may withhold in its sole
and absolute discretion), issue any shares of WPX Common Stock or any rights, warrants or options
to acquire WPX Common Stock (including, without limitation, securities convertible into or
exchangeable for WPX Common Stock), if after giving effect to such issuances and considering all of
the shares of WPX Common Stock acquirable pursuant to such rights, warrants and options to be
outstanding on the date of such issuance (whether or not then exercisable), WMB would own (i) less
than 50% of the total value of all classes of stock of WPX, (ii) less than 80% of the WPX Voting
Stock, (iii) less than 80% of any class of stock other than WPX Voting Stock or (iv) less than 80%
of the total value of all classes of stock of WPX.





20









 








          (c) To the extent that WMB is a party to any Contracts that provide that certain actions or
inactions of WMB Affiliates (which for purposes of such Contract includes any member of the WPX
Group) may result in WMB being in breach of or in default under such Contracts and WMB has advised
WPX of the existence, and has furnished WPX with copies, of such Contracts (or the relevant
portions thereof), WPX will not take or fail to take, as applicable, and WPX will cause the other
members of the WPX Group not to take or fail to take, as applicable, any actions that reasonably
could result in WMB being in breach of or in default under any such Contract. The parties
acknowledge and agree that from time to time WMB may in good faith (and not solely with the
intention of imposing restrictions on WPX pursuant to this covenant) enter into additional
Contracts or amendments to existing Contracts that provide that certain actions or inactions of WMB
Subsidiaries or Affiliates (including, for purposes of this Section 5.2(c), members of the WPX
Group) may result in WMB being in breach of or in default under such Contracts. In such event,
provided WMB has notified WPX of such additional Contracts or amendments to existing Contracts, WPX
will not thereafter take or fail to take, as applicable, and WPX will cause the other members of
the WPX Group not to take or fail to take, as applicable, any actions that reasonably could result
in WMB being in breach of or in default under any such additional Contracts or amendments to
existing Contracts. WMB acknowledges and agrees that WPX will not be deemed in breach of this
Section 5.2(c) to the extent that, prior to being notified by WMB of an additional Contract or an
amendment to an existing Contract pursuant to this Section 5.2(c), a WPX Group member already has
taken or failed to take one or more actions that would otherwise constitute a breach of this
Section 5.2(c) had such action(s) or inaction(s) occurred after such notification, provided that
WPX does not, after notification by WMB, take any further action or fail to take any action that
contributes further to such breach or default. WPX agrees that any Information provided to it
pursuant to this Section 5.2(c) will constitute Information that is subject to WPX’s obligations
under Article VI.




     Section 5.3 Covenants Regarding the Incurrence of Indebtedness.



          (a) WPX hereby covenants and agrees that, for so long as WMB is required to consolidate the
results of operations and financial position of WPX and any other members of the WPX Group or to
account for its investment in WPX under the equity method of accounting (determined in accordance
with GAAP consistently applied and consistent with SEC reporting requirements), WPX will not, and
WPX will not permit any other member of the WPX Group to, without WMB’s prior written consent
(which WMB may withhold in its sole and absolute discretion), create, incur, assume or suffer to
exist any WPX Indebtedness (other than the WPX Borrowing).




          (b) In order to implement this Section 5.3, WPX will notify WMB in writing at least 45
Business Days prior to the time it or any other member of the WPX Group contemplates incurring any
WPX Indebtedness of its intention to do so and will obtain WMB’s prior written consent to the
incurrence of such proposed additional WPX Indebtedness. Any such written notification from WPX to
WMB will include documentation of any existing WPX Indebtedness and estimated WPX Indebtedness
after giving effect to such proposed incurrence of additional WPX Indebtedness. WMB will have the
right to verify the accuracy of such information and WPX will cooperate fully




21









 







with WMB in such
effort (including, without limitation, by providing WMB with access to the working papers and
underlying documentation related to any calculations used in determining such information).




ARTICLE VI

EXCHANGE OF INFORMATION; CONFIDENTIALITY




     Section 6.1 Agreement for Exchange of Information.



          (a) Except in the case of an adversarial Action or threatened adversarial Action related to a
request hereunder by any member of either the WMB Group or the WPX Group against any member of the
other Group (which shall be governed by such discovery rules as may be applicable thereto), and
subject to Section 6.1(b), each of WMB and WPX, on behalf of the members of its respective Group,
shall use reasonable best efforts to provide (except as otherwise provided in this Agreement or any
Ancillary Agreement, at the sole cost and expense of the requesting party), or cause to be
provided, to the other Group, at any time before or after the Effective Date, as soon as reasonably
practicable after written request therefor, any Information in the possession or under the control
of the members of such respective Group that the requesting party reasonably requests (i) in
connection with reporting, disclosure, filing or other requirements imposed on the requesting party
(including under applicable securities, defense contracting or tax Laws) by a Governmental
Authority having jurisdiction over the requesting party, (ii) for use in any other judicial,
regulatory, administrative, tax, insurance or other proceeding or in order to satisfy audit,
accounting, claims, regulatory, investigation, litigation, tax or other similar requirements, or
(iii) to comply with its obligations under this Agreement, any Ancillary Agreement or the WPX
Borrowing. The receiving party shall use any Information received pursuant to this Section 6.1(a)
solely to the extent reasonably necessary to satisfy the applicable obligations or requirements
described in the
immediately preceding sentence and shall otherwise take reasonable steps to protect such
Information. Nothing in this Section 6.1 shall be construed as obligating a party to create
Information not already in its possession or control.




          (b) In the event that any party determines that the exchange of any Information pursuant to
Section 6.1(a) is reasonably likely to violate any Law or binding agreement, or waive or jeopardize
any attorney-client privilege, or attorney work product protection, such party shall not be
required to provide access to or furnish such Information to the other party; provided,
however, that the parties shall take all reasonable measures to permit compliance with
Section 6.1(a) in a manner that avoids any such harm or consequence. WMB and WPX intend that any
provision of access to or the furnishing of Information that would otherwise be within the ambit of
any legal privilege shall not operate as a waiver of such privilege.




          (c) After the Effective Date, each of WMB and WPX shall maintain in effect systems and
controls reasonably intended to enable the members of the other Group to satisfy their respective
known reporting, accounting, disclosure, audit and other obligations.





22









 








     Section 6.2 Ownership of Information. Any Information owned by a member of one Group that is provided to a requesting party
pursuant to Section 6.1 shall be deemed to remain the property of the providing party. Except as
specifically set forth herein, nothing contained in this Agreement shall be construed as granting
or conferring rights of license or otherwise in any such Information.



     Section 6.3 Compensation for Providing Information. The party requesting Information pursuant to Section 6.1 agrees to reimburse the party
providing such Information for the reasonable costs, if any, of creating, gathering and copying
such Information, to the extent that such costs are incurred for the benefit of the requesting
party. Except as may be otherwise specifically provided elsewhere in this Agreement or in any
other agreement between the parties, such costs shall be computed in accordance with the providing
party’s standard methodology and procedures.



     Section 6.4 Record Retention. To facilitate the possible exchange of Information pursuant to this Article VI and other
provisions of this Agreement from and after the Effective Date, each of the parties agrees to use
reasonable best efforts to retain all Information in accordance with WMB’s “Records and Information
Management Policy” as in effect immediately prior to the Effective Date or as modified in good
faith thereafter.



     Section 6.5 Limitation of Liability. No party shall have any liability to any other party in the event that any Information
exchanged or provided pursuant to this Agreement that is an opinion, estimate or forecast, or that
is based on an opinion, estimate or forecast, is found to be inaccurate, in the absence of willful
misconduct by the party providing such Information. No party shall have any liability to any other
party if any Information is destroyed after reasonable best efforts by such party to comply with
the provisions of Section 6.4.



     Section 6.6 Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article VI shall be subject to any specific
limitations, qualifications or additional provisions on the sharing, exchange or confidential
treatment of Information set forth in any Ancillary Agreement.



     Section 6.7 Cooperation.



          (a) From and after the Effective Date, except in the case of an adversarial Action or
threatened adversarial Action by any member of either the WMB Group or the WPX Group against any
member of the other Group (which shall be governed by such discovery rules as may be applicable
thereto), each party, upon reasonable written request of the other party, shall use reasonable
efforts to cooperate and consult in good faith with the other party to the extent such cooperation
and consultation is reasonably necessary with respect to (i) any Action, (ii) this Agreement or any
of the Ancillary Agreements or any of the transactions contemplated hereby or thereby or (iii) any
audit, investigation or any other legal requirement, and, upon reasonable written request of the
other party, shall use reasonable efforts to make available to such other party the former, current
and future directors, officers, employees, other personnel and agents of




23









 







the members of its
respective Group (whether as witnesses or otherwise). The requesting party shall bear all costs
and expenses in connection therewith.




          (b) Notwithstanding the foregoing, Section 6.7(a) shall not require a party to take any step
that would significantly interfere, or that such party reasonably determines could significantly
interfere, with its business.




     Section 6.8 Confidentiality.



          (a) Subject to Section 6.9, each of WMB and WPX, on behalf of itself and each member of its
Group, shall hold, and shall cause its respective directors, officers, employees, agents,
accountants, counsel and other advisors and representatives to hold, in strict confidence and not
release or disclose, with at least the same degree of care, but no less than a reasonable degree of
care, that it applies to its own business sensitive and proprietary information, all Information
concerning the other Group or its business that is either in its possession (including Information
in its possession prior to the Distribution) or furnished by any member of such other Group or its
respective directors, officers, employees, agents, accountants, counsel and other advisors and
representatives at any time pursuant to this Agreement, any Ancillary Agreement or otherwise, and
shall not use any such Information other than for such purposes as shall be expressly permitted
hereunder or thereunder, except, in each case, to the extent that such Information is (i) in the
public domain through no fault of such party or any member of such Group or any of their respective
directors, officers, employees, agents, accountants, counsel and other advisors and
representatives, (ii) later lawfully acquired from other sources by such party (or any member of
such party’s Group), which sources are not themselves bound by a confidentiality obligation, or
(iii) independently generated without reference to any proprietary or confidential Information of
the disclosing party or its Group.




          (b) No receiving party shall release or disclose, or permit to be released or disclosed, any
such Information concerning the other Group to any other Person, except its directors, officers,
employees, agents, accountants, counsel and other advisors and representatives who need to know
such Information (who shall be advised of their obligations hereunder with respect to such
Information), except in compliance with Section 6.9. Without limiting the foregoing, when any
Information concerning the other Group or its business is no longer needed for the purposes
contemplated by this Agreement or any Ancillary Agreement, each disclosing party will, promptly
after the request of the receiving party, either return to the disclosing party all Information in
a tangible form (including all copies thereof and all notes, extracts or summaries based thereon)
or certify to the disclosing party that it has destroyed such Information (and such copies thereof
and such notes, extracts or summaries based thereon).




     Section 6.9 Protective Arrangements. In the event that any party or any member of its Group either determines on the advice of
its counsel that it should disclose any Information pursuant to applicable Law or receives any
demand under lawful process or from any Governmental Authority or properly constituted arbitral
authority to disclose or provide Information of any other party (or any member of any other party’s
Group) that is subject to the confidentiality provisions hereof, the Person required to disclose
the



24









 




Information shall give the applicable Person prompt, and to the extent reasonably practicable,
prior written notice of such disclosure and an opportunity to contest such disclosure, and shall
use reasonable best efforts to cooperate, at the expense of the requesting Person, in seeking any
reasonable protective arrangements requested by such Person. In the event that such appropriate
protective arrangement or order or other remedy is not obtained, the Person that is required to
disclose such Information shall furnish, or cause to be furnished, only that portion of such
Information that is legally required to be disclosed and shall use reasonable best efforts to
ensure that confidential treatment is accorded such Information. This Section 6.9 shall not apply
to the disclosure of any Information to any Governmental Authority that is reasonably necessary to
respond to any inquiry by any Governmental Authority.




ARTICLE VII

ADDITIONAL COVENANTS AND OTHER MATTERS




     Section 7.1 Further Assurances.



          (a) In addition to the actions specifically provided for elsewhere in this Agreement, each of
the parties shall use its reasonable best efforts, prior to, on and after the Effective Date, to
take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably
necessary, proper or advisable under applicable Law, regulations and agreements to consummate and
make effective the transactions contemplated by this Agreement and the Ancillary Agreements.




          (b) On or prior to the Effective Date, WMB and WPX in their respective capacities as direct
and indirect stockholders of their respective Subsidiaries, shall each ratify any actions that are
reasonably necessary or desirable to be taken by
WMB and WPX or any other Subsidiary of WMB or WPX, as the case may be, to effectuate the
transactions contemplated by this Agreement.




     Section 7.2 Use of Names, Logos and Information.



          (a) No later than the Distribution Date, WPX shall cause to be filed with the Secretary of
State (or other appropriate Governmental Authority) of the states in which its Subsidiaries are
located or are doing business, an amendment to their certificates of incorporation or similar
governing documents or qualification to do business to change the name of any Subsidiary with
“Williams” in its name to a new name not confusingly similar to WMB’s name.




          (b) No later than the Distribution Date, WPX shall use reasonable best efforts to remove, and
WPX shall cause each member of the WPX Group to remove, from their websites, and any other publicly
distributed material (other than material required to be submitted for the purpose of regulatory
filings and other similar documentation), any reference to WMB, and its business lines and plans
and any names, logos, or trademarks associated therewith. WPX and each other member of the WPX
Group shall cease all use of the WMB name (and any name confusingly similar thereto) and all
trademarks and service marks associated therewith no later than the Distribution Date;
provided that, if any




25









 







member of the WPX Group is unable to comply with the foregoing
requirements of this Section 6.2(b) for reasons outside of its reasonable control, WPX may request
WMB to grant an extension of time beyond the Distribution Date, and WMB agrees not to unreasonably
withhold or delay the granting of any such requested extension. Nothing in this Section 6.2(b)
shall preclude WPX or its Subsidiaries from using the WMB name to indicate that WPX and members of
the WPX Group were formerly associated with WMB, or from referring to WMB by its name for
non-trademark and non-branding purposes as is permitted by applicable Law.




          (c) WPX shall not, and shall cause each member of the WPX Group not to, take any action,
purport to take any action or otherwise hold itself out as having any authority to act on behalf of
or represent in any way any member of the WMB Group. WPX shall indemnify, defend and hold harmless
each of the WMB Indemnitees from and against any and all Liabilities of the WMB Indemnitees
relating to, arising out of or resulting from a breach of this Section 7.2(c).




     Section 7.3 Non-Solicitation.



          (a) Without the prior consent of WMB, during the terms of the Administrative Services
Agreement and the Transition Services Agreement and for a period of one year thereafter, WPX will
not (and will cause each other WPX Entity not to) solicit for employment, directly or indirectly,
any employee or contractor (including any contractor employed by a third party) of the WMB Entities
that (i) is providing services to any WMB Entity or WPX Entity in connection with this Agreement or
any Ancillary Agreement, or (ii) with whom any WPX Entity has, or will have, more than incidental
contact pursuant to this Agreement or any Ancillary Agreement.




          (b) Without the prior consent of WPX, during the terms of the Administrative Services
Agreement and the Transition Services Agreement and for a period of one year thereafter, WMB will
not (and will cause each other WMB Entity not to) solicit for employment, directly or indirectly,
any employee of WPX involved in the performance of WPX obligations under this Agreement or any
Ancillary Agreement.




          (c) With respect to each of Sections 7.3(a) and 7.3(b) above, the prohibition on solicitation
shall extend 90 days after the termination of any employee’s employment or, in the case of WMB
employees, 90 days after the cessation of such employee’s involvement in the performance of all
“Services” (as defined under the Administrative Services Agreement or the Transition Services
Agreement). This provision shall not operate or be construed to prevent or limit any employee’s
right to practice his or her profession or to utilize his or her skills for another employer or to
restrict any employee’s freedom of movement or association.




          (d) Neither the publication of classified advertisements in newspapers, periodicals, Internet
bulletin boards, or other publications of general availability or circulation, nor the
consideration and hiring of persons responding to such advertisements, shall be deemed a breach of
this Section 7.3, unless the advertisement and solicitation is





26









 







undertaken as a means to circumvent
or conceal a violation of this provision and/or the hiring party acts with knowledge of this hiring
prohibition.




          (e) Each of the parties (i) acknowledges and agrees that money damages would not be a
sufficient remedy for any breach of this Section 7.3 by such party (or any other member of such
party’s Group), (ii) consents to a court of competent jurisdiction entering an order finding that
the non-breaching party has been irreparably harmed as a result of any such breach and (iii)
consents to the granting of injunctive relief without proof of actual damages as a remedy for any
such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach of this
Section 7.3 but shall be in addition to all other remedies available at law or equity to the
non-breaching party.




     Section 7.4 Conduct of WPX Business between Effective Date and Distribution Date. Subject to any additional restrictions in the Ancillary Agreements, during the period from
the Effective Date through the Distribution Date, WPX covenants and agrees that the WPX Group as a
whole will not, without WMB’s prior written consent (which WMB may withhold in its sole and
absolute discretion): (a) acquire any businesses or other Assets, by means of merger,
consolidation or otherwise, of any other Person, with an aggregate value of more than $50 million
for all such acquisitions, (b) dispose of Assets held by the WPX Group, by sale or otherwise, with
an aggregate value of more than $50 million for all such dispositions, or (c) acquire any equity or
debt securities of any other Person, with an aggregate value of more than $50 million for all such
acquisitions.



     Section 7.5 WMB Guarantees. During the period from the Effective Date through the Distribution Date, each of the
parties shall use its reasonable best efforts to remove WMB as a guarantor under any guarantee
relating exclusively to the WPX Business.



ARTICLE VIII

MUTUAL RELEASES; INDEMNIFICATION




     Section 8.1 Mutual Releases.



          (a) Except (i) as provided in Section 8.1(c), (ii) as may be otherwise provided in this
Agreement or any Ancillary Agreement and (iii) for any matter for which any WPX Indemnitee is
entitled to indemnification pursuant to this Article VIII, effective as of the Effective Date, WPX
does hereby, for itself and each other WPX Entity and their respective Affiliates, predecessors,
successors and assigns, and, to the extent WPX legally may, all Persons that at any time prior or
subsequent to the Effective Date have been stockholders, directors, officers, members, agents or
employees of WPX or any other WPX Entity (in each case, in their respective capacities as such),
remise, release and forever discharge each WMB Entity, their respective Affiliates, successors and
assigns, and all Persons that at any time prior to the Effective Date have been stockholders,
directors, officers, members, agents or employees of WMB or any other WMB Entity (in each case, in
their respective capacities as such), and their respective heirs, executors, administrators,
successors and assigns, from any and all Liabilities whatsoever, whether at law or in equity,
whether arising under any contract or agreement, by operation of law or otherwise,




27









 







existing or
arising from or relating to any acts or events occurring or failing to occur or alleged to have
occurred or to have failed to occur or any conditions existing or alleged to have existed on or
before the Effective Date, whether or not known as of the Effective Date.




          (b) Except (i) as provided in Section 8.1(c), (ii) as may be otherwise provided in this
Agreement or any Ancillary Agreement and (iii) for any matter for which any WMB Indemnitee is
entitled to indemnification pursuant to this Article VIII, WMB does hereby, for itself and each
other WMB Entity and their respective Affiliates, successors and assigns, and, to the extent WMB
legally may, all Persons that at any time prior to the Effective Date have been stockholders,
directors, officers, members, agents or employees of WMB or any other WMB Entity (in each case, in
their respective capacities as such), remise, release and forever discharge each WPX Entity, their
respective Affiliates, successors and assigns, and all Persons that at any time prior to the
Effective Date have been stockholders, directors, officers, members, agents or employees of WPX or
any other WPX Entity (in each case, in their respective capacities as such), and their respective
heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever,
whether at law or in equity, whether arising under any contract or agreement, by operation of law
or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged
to have occurred or to have failed to occur or any conditions existing or alleged to have existed
on or before the Effective Date, whether or not known as of the Effective Date.




          (c) Nothing contained in Section 8.1(a) or 8.1(b) shall impair any right of any Person to
enforce this Agreement, any Ancillary Agreement, including the applicable Schedules hereto and
thereto, or any arrangement that is not to terminate as of the Effective Date, as specified in
Section 2.6(b). Nothing contained in Section 8.1(a) or 8.1(b) shall release any Person from:




               (i) any Liability provided in or resulting from any agreement among any WMB Entities and any
WPX Entities that is not to terminate as of the Effective Date, as specified in Section 2.6(b), or
any other Liability that is not to terminate as of the Effective Date, as specified in Section
2.6(b);



               (ii) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to
the Group of which such Person is a member in accordance with, or any other Liability of any member
of any Group under, this Agreement or any Ancillary Agreement; or



               (iii) any Liability the release of which would result in the release of any Person other than
a Person released pursuant to this Section 8.1; provided that the parties agree not to bring suit
or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability
to the extent that such Person would be released with respect to such Liability by this Section 8.1
but for the provisions of this clause (iii).



          (d) WPX shall not make, and shall not permit any other WPX Entity to make, any claim or
demand, or commence any Action asserting any claim or demand,





28









 







including any claim for
indemnification, against any WMB Entity, or any other Person released pursuant to Section 8.1(a),
with respect to any Liabilities released pursuant to Section 8.1(a). WMB shall not, and shall not
permit any other WMB Entity, to make any claim or demand, or commence any Action asserting any
claim or demand, including any claim for indemnification, against any WPX Entity, or any other
Person released pursuant to Section 8.1(b), with respect to any Liabilities released pursuant to
Section 8.1(b).




          (e) At any time, at the request of any other party, each party shall cause each member of its
respective Group to execute and deliver releases in form reasonably satisfactory to the other party
reflecting the provisions of this Section 8.1.




     Section 8.2 Indemnification by WPX. Subject to Section 8.4, WPX shall, and shall cause each of its Subsidiaries that is in
the WPX Group as of the Effective Date to, jointly and severally indemnify, defend and hold
harmless WMB, each WMB Entity and each of their respective current, former and future directors,
officers and employees, and each of the heirs, executors, successors and assigns of any of the
foregoing (collectively, the “WMB Indemnitees”), from and against any and all Liabilities
of the WMB Indemnitees relating to, arising out of or resulting from any of the following items
(without duplication):



          (a) any WPX Liability, including the failure of WPX or any other member of the WPX Group or
any other Person to pay, perform or otherwise promptly discharge any WPX Liabilities in accordance
with their respective terms, whether prior to, on or after the Effective Date;




          (b) the WPX Business;




          (c) any breach by any WPX Entity of this Agreement or any of the Ancillary Agreements; and




          (d) any untrue statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, with respect to all information (i) contained in the IPO Registration
Statement or any IPO Prospectus, (ii) contained in any public filings made by WPX with the SEC
following the Effective Date, and (iii) provided by WPX to WMB specifically for inclusion in WMB’s
annual or quarterly reports following the Effective Date; provided, however, that
the indemnity provided in clauses (i) and (ii) of this Section 8.2(d) shall not apply to any WMB
Indemnitee with respect to any Liability to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission contained in any information furnished in writing
to WPX by WMB expressly for use in such filing.



Notwithstanding the foregoing, no WMB Indemnitee shall be entitled to indemnification under this
Section 8.2 for any Liability for which any WPX Indemnitee is entitled to be indemnified pursuant
to Sections 8.3(d) and 8.3(e) below.




     Section 8.3 Indemnification by WMB. Subject to Section 8.4, WMB shall, and shall cause each of its Subsidiaries that is in the
WMB Group as of the Effective Date to,



29









 




jointly and severally indemnify, defend and hold harmless
WPX, each WPX Entity and each of their respective current, former and future directors, officers
and employees, and each of the heirs, executors, successors and assigns of any of the foregoing
(collectively, the “WPX Indemnitees”), from and against any and all Liabilities of the WPX
Indemnitees relating to, arising out of or resulting from any of the following items (without
duplication):




          (a) any WMB Liability, including the failure of WMB or any other member of the WMB Group or
any other Person to pay, perform or otherwise promptly discharge any WMB Liabilities in accordance
with their respective terms, whether prior to, on or after the Effective Date;




          (b) the WMB Business;




          (c) any breach by any WMB Entity of this Agreement or any of the Ancillary Agreements; and




          (d) any cash payment determined to be owed by any WPX Entity in any of the pending proceedings
set forth on Schedule 8.3(d)(i) related to power marketing in California (except to the
extent arising out of any of the Contracts set forth on Schedule 8.3(d)(ii));
provided, that WPX shall pay, or cause to be paid, to WMB any cash that a WPX Entity
receives, or is entitled to receive, in connection with such proceedings, regardless of whether
such amount exceeds any amount due from WMB to WPX pursuant to this clause; and




          (e) the pending proceedings set forth on Schedule 8.3(e) related to published gas
price indices, including, solely for purposes of this Section 8.3(e), any Liability for indirect,
punitive or consequential damages relating to such proceeding; provided, that if all or any
portion of the indemnification obligation set forth in this Section
8.3(e) is held to be invalid, illegal or unenforceable in any respect under any applicable Law
or rule in any jurisdiction, then the parties will, to the extent permitted by law, take such
actions as may reasonably be necessary in order to place the WPX Entities in the same position as
if such obligation were fully valid, legal and enforceable.




     Section 8.4 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.



          (a) The parties intend that any Liability subject to indemnification or reimbursement pursuant
to this Agreement will be net of Insurance Proceeds and other amounts received that actually reduce
the amount of the Liability for which indemnification is sought. Accordingly, the amount which any
party (an “Indemnifying Party”) is required to pay to any Person entitled to
indemnification or reimbursement under this Agreement (an “Indemnitee”) will be reduced by
any Insurance Proceeds and other amounts theretofore actually recovered by or on behalf of the
Indemnitee in reduction of the related Liability. If an Indemnitee receives a payment (an
“Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of
any Liability and subsequently receives Insurance Proceeds or other amounts therefor, then the
Indemnitee




30









 







will promptly pay to the Indemnifying Party an amount equal to the excess of the
Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the
Insurance Proceeds or other amounts had been received, realized or recovered before the Indemnity
Payment was made.




          (b) An insurer that would otherwise be obligated to defend or make payment in response to any
claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the
indemnification provisions hereof, have any subrogation rights with respect thereto, it being
expressly understood and agreed that no insurer or any other third party shall be entitled to a
“windfall” (i.e., a benefit it would not be entitled to receive in the absence of the
indemnification provisions of this Agreement) by virtue of the indemnification provisions hereof.




          (c) If an indemnification claim is covered by the indemnification provisions of an Ancillary
Agreement, the claim shall be made under the Ancillary Agreement to the extent applicable and the
provisions thereof shall govern such claim. In no event shall any party be entitled to double
recovery from the indemnification provisions of this Agreement and any Ancillary Agreement.




          (d) Payments and reimbursements with respect to Tax-related Liabilities and Tax-related
indemnities are governed exclusively by the Tax Sharing Agreement. To
the extent of any inconsistency or conflict between this Agreement
and the Tax Sharing Agreement with respect to any matter relating to
WMB’s  and WPX’s respective rights, responsibilities and
obligations after the Distribution with respect to Taxes, the
provisions of the Tax Sharing Agreement shall apply.




     Section 8.5 Third-Party Claims.



          (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person
(including any Governmental Authority) that is not a WMB Entity or a WPX Entity of any claim
(including environmental claims and demands or requests for investigation or remediation of
contamination) or of the commencement by any such
Person of any Action with respect to which an Indemnifying Party may be obligated to provide
indemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement
(collectively, a “Third-Party Claim”), such Indemnitee shall give such Indemnifying Party
written notice thereof as soon as promptly practicable, but no later than 30 days after becoming
aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in
reasonable detail and contain written correspondence received from the third party that relates to
the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee to give notice
as provided in this Section 8.5(a) shall not relieve the related Indemnifying Party of its
obligations under this Article VIII, except to the extent that such Indemnifying Party is
prejudiced by such failure to give notice.




          (b) With respect to any Third-Party Claim:




               (i) Unless the parties otherwise agree, within 30 days after the receipt of notice from an
Indemnitee in accordance with Section 8.5(a), an Indemnifying Party shall defend (and, unless the
Indemnifying Party has specified any reservations or exceptions, seek to settle or compromise), at
such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, any
Third-Party Claim. The applicable Indemnitee shall have the right to employ separate counsel and
to participate in



31









 




(but not control) the defense, compromise, or settlement thereof, but the fees
and expenses of such counsel shall be the expense of such Indemnitee. Notwithstanding the
foregoing, the Indemnifying Party shall be liable for the fees and expenses of counsel employed by
the Indemnitee (A) for any period during which the Indemnifying Party has not assumed the defense
of such Third-Party Claim (other than during any period in which the Indemnitee shall have failed
to give notice of the Third-Party Claim in accordance with Section 8.5(a)) or (B) to the extent
that such engagement of counsel is as a result of a conflict of interest, as reasonably determined
by the Indemnitee acting in good faith.




               (ii) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement
of any Third-Party Claim without the consent of the applicable Indemnitee; provided,
however, that such Indemnitee shall be required to consent to such entry of judgment or to
such settlement that the Indemnifying Party may recommend if the judgment or settlement (A)
contains no finding or admission of any violation of Law or any violation of the rights of any
Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and could
not reasonably be expected to have a significant adverse impact (financial or non-financial) on the
Indemnitee, including a significant adverse impact on the rights, obligations, operations, standing
or reputation of the Indemnitee (or any of its Subsidiaries or Affiliates), and (C) includes a full
and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an
Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is
to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be
entered, directly or indirectly, against any Indemnitee.



          (c) Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no
Indemnitee shall admit any liability with respect to, or settle,
compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written
consent, which consent shall not be unreasonably withheld or delayed.




     Section 8.6 Additional Matters.



          (a) Any claim on account of a Liability that does not result from a Third-Party Claim shall be
timely asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such
Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to
respond thereto. If such Indemnifying Party does not respond within such 30-day period, such
Indemnifying Party shall be deemed to have refused to accept responsibility to make payment. If
such Indemnifying Party does not respond within such 30-day period or rejects such claim in whole
or in part, such Indemnitee shall be free to pursue remedies as specified by this Agreement and the
Ancillary Agreements.




          (b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in
connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall
stand in the place of such Indemnitee as to any events or circumstances in respect of which such
Indemnitee may have any right, defense or claim relating to such




32









 







Third-Party Claim against any
claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such
Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and
expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.




          (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if
either the Indemnitee or the Indemnifying Party shall so request, the parties shall endeavor to
substitute the Indemnifying Party for the named defendant, if reasonably practicable. If such
substitution or addition cannot be achieved or is not requested, the named defendant shall allow
the Indemnifying Party to manage the Action as set forth in this Agreement and the Indemnifying
Party shall fully indemnify the named defendant against all costs of defending the Action
(including court costs, sanctions imposed by a court, attorneys’ fees, experts’ fees and all other
external expenses, and the allocated costs of in-house counsel and other personnel), the costs of
any judgment or settlement, and the cost of any interest or penalties relating to any judgment or
settlement.




     Section 8.7 Remedies Cumulative. The remedies provided in this Article VIII shall be cumulative and shall not preclude
assertion by any Indemnitee of any other rights or the seeking of any and all other remedies
against any Indemnifying Party.



     Section 8.8 Survival of Indemnities. The rights and obligations of each of WMB and WPX and their respective Indemnitees under
this Article VIII shall survive the sale or other transfer by any party of any assets or businesses
or the assignment by it of any Liabilities.



     Section 8.9 Limitation on Liability. Except as may expressly be set forth in this Agreement, none of WMB, WPX, or any other
member of either Group shall in any event have any Liability to the other or to any other member of
the other’s Group, or to any other
WMB Indemnitee or WPX Indemnitee, as applicable, under this Agreement (a) to the extent that
any such Liability resulted from any willful violation of Law or fraud by the party seeking
indemnification or (b) subject to Section 8.3(e), for any indirect, punitive or consequential
damages. Notwithstanding the foregoing, the provisions of this Section 8.9 shall not limit an
Indemnifying Party’s indemnification obligations with respect to any Liability that any Indemnitee
may have to any third party not affiliated with any member of the WMB Group or the WPX Group.



ARTICLE IX

TERMINATION




     Section 9.1 Termination. This Agreement and any Ancillary Agreement may be terminated at any time prior to the IPO
Closing Date in the sole discretion of WMB without the approval of WPX. The obligations of the
parties under Article IV (including the obligation to pursue or effect the Distribution) may be
terminated by WMB if any time after the IPO Closing Date it determines, in its sole and absolute
discretion, that the Distribution would not be in the best interests of WMB or its stockholders.



33









 





     Section 9.2 Effect of Termination. In the event of any termination of this Agreement prior to the IPO Closing Date, no party
(or any of its directors or officers) shall have any Liability or further obligation to any other
party with respect to this Agreement.



ARTICLE X

DISPUTE RESOLUTION




     Section 10.1 Disputes. Except as otherwise specifically provided in any Ancillary Agreement, the procedures for
discussion, negotiation and mediation set forth in this Article X shall apply to all disputes,
controversies or claims (whether arising in contract, tort or otherwise) that may arise out of or
relate to, or arise under or in connection with this Agreement or any Ancillary Agreement, or the
transactions contemplated hereby or thereby (including all actions taken in furtherance of the
transactions contemplated hereby or thereby on or prior to the Effective Date), or the commercial
or economic relationship of the parties relating hereto or thereto, between or among any Person in
the WMB Group and the WPX Group.



     Section 10.2 Escalation; Mediation.



          (a) It is the intent of the parties to use their respective commercially reasonable efforts to
resolve expeditiously any dispute, controversy or claim between or among them with respect to the
matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis.
In furtherance of the foregoing, upon the written notice of either party, each party shall appoint
a representative at an authority level above the level of the individuals who have been unable to
resolve the dispute (the “Next Step Up Representatives”). The Next Step Up Representatives
shall be appointed as determined in the discretion of each party considering the importance of the
relationship, the complexity of the issues, and the size of the amounts in dispute. The parties
shall allow for a period of 15 Business Days after the
last representative is appointed and contact information provided to the other party for the
Next Step Up Representatives to negotiate a resolution of the dispute before the parties are
required to move to the mediation stage. This 15 Business Day period may be waived jointly in
writing.




          (b) If the parties are not able to resolve the dispute, controversy or claim (except those
relating to Environmental Liabilities, which are addressed in Section 10.2(c) below) through the
escalation process referred to above, then either party may submit the dispute to mediation by
written notice to the other party. The parties shall jointly retain a mediator to aid the parties
in their discussions and negotiations by informally providing advice to the parties. The mediator
shall be selected by the parties. If the parties cannot agree on a mediator within 30 days after
the notice to mediate, the International Institute for Conflict Prevention and Resolution
(“CPR”) shall designate a mediator at the request of either party. Any mediator proposed
by CPR must be reasonably acceptable to both parties. Any opinion expressed by the mediator shall
be strictly advisory and shall not be binding on the parties, nor shall any opinion expressed by
the mediator be admissible in any other proceeding. Costs of the mediation shall be borne equally
by the parties involved in the matter, except that each party shall be responsible for its own
expenses. Mediation shall be a prerequisite to the commencement of any Proceeding (except those





34









 







relating to Environmental Liabilities, which are addressed in Section 10.2(c) below) by either
party.




          (c) If the parties are not able to resolve any technical or factual dispute, controversy or
claim relating to Environmental Liabilities through the escalation process referred to above, then
either party may submit the dispute to mediation by written notice to the other party. The parties
shall jointly retain a technical mediator, such as a third-party environmental consultant or other
person with specific technical expertise in the matter involved in the dispute, controversy or
claim to aid the parties in their discussions and negotiations. The technical mediator shall be
selected by the parties. If the parties cannot agree on a technical mediator within 30 days after
the notice to mediate, CPR shall designate a technical mediator at the request of either party.
Any technical mediator proposed by CPR must be reasonably acceptable to both parties. The
technical mediator shall provide informal advice to the parties and, if requested by both parties,
shall also provide a written opinion letter or report summarizing the matter in dispute,
identifying any significant assumptions or informational gaps underlying that summary, and setting
forth the conclusions and recommendations of the technical mediator. Unless mutually agreed by the
parties in writing, any opinion expressed by the technical mediator shall be strictly advisory and
shall not be binding on the parties, nor shall any opinion expressed or delivered by the technical
mediator be admissible in any other proceeding. Costs related to the technical mediator’s work,
including any investigation, data-gathering or sampling recommended by the technical mediator,
shall be borne equally by the parties involved in the matter, except that each party shall be
responsible for its own expenses. Technical mediation shall be a prerequisite to the commencement
of any Proceeding relating to Environmental Liabilities by either party.




          (d) For purposes of this Section 10.2:




               (i) “Environmental Laws” means all federal, state, local and foreign Laws, including
all judicial and administrative orders, determinations, and consent agreements or decrees, that
relate, in whole or in part, to Hazardous Substances, pollution, contaminants, harmful substances,
protection of the environment or human health, including those that regulate the use, manufacture,
generation, handling, labeling, testing, transport, treatment, storage, processing, discharge,
disposal, release, threatened release, control, or cleanup of harmful substances, pollutants,
contaminants, Hazardous Substances or materials containing such substances, regardless of when
enacted or effective;



               (ii) “Environmental Liabilities” means any Liabilities arising out of or relating to
the environment, human health, any Environmental Law, Hazardous Substances or exposure to Hazardous
Substances, pollutants, contaminants or other harmful substances, including (A) fines, penalties,
judgments, awards, settlements, losses, damages (including consequential damages), costs, fees
(including attorneys’ and consultants’ fees), expenses and disbursements, (B) costs of defense and
other responses to any administrative or judicial action (including notices, claims, complaints,
suits and other assertions of liability), (C) responsibility for any investigation, remediation,
monitoring or cleanup costs, injunctive relief, tort claims, natural resource damages, and any
other environmental compliance or remedial measures, in each case known or unknown,



35









 




foreseen or
unforeseen, and (D) any claims, suits or actions (whether third-party or otherwise) for any
Liability, including personal injury or property damage; and




               (iii) “Hazardous Substances” means all materials, wastes or substances defined by, or
regulated under, any Environmental Laws now or in the future and any substance that can give rise
to any claim, suit or action (whether third-party or otherwise) for any Liabilities, including
personal injury or property damage.



     Section 10.3 Court Actions.



          (a) In the event that any party, after complying with the provisions set forth in Section 10.2
above, desires to commence an Action, such party, subject to Section 11.11, may submit the dispute,
controversy or claim (or such series of related disputes, controversies or claims) to any court of
competent jurisdiction.




          (b) Unless otherwise agreed in writing, the parties will continue to provide service and honor
all other commitments under this Agreement and the Ancillary Agreements during the course of
dispute resolution pursuant to the provisions of this Article X, except to the extent such
commitments are the subject of such dispute, controversy or claim.




ARTICLE XI

MISCELLANEOUS




     Section 11.1 Corporate Power. WMB represents on behalf of itself and each other WMB Entity, and WPX represents on behalf
of itself and each other WPX Entity, that:



          (a) each such Person is a corporation or other entity duly incorporated or formed, validly
existing and in good standing under the Laws of the state or other jurisdiction of its
incorporation or formation, and has all material corporate or other similar powers required to
carry on its business as currently conducted;




          (b) each such Person has the requisite corporate or other power and authority and has taken
all corporate or other action necessary in order to execute, deliver and perform this Agreement and
each other Ancillary Agreement to which it is a party and to consummate the transactions
contemplated hereby and thereby; and




          (c) this Agreement and each Ancillary Agreement to which it is a party has been duly executed
and delivered by it and constitutes a valid and binding agreement of such Person enforceable in
accordance with the terms hereof and thereof.




     Section 11.2 Coordination with Certain Ancillary Agreements; Conflicts. In the event of any conflict or inconsistency between any provision of any of the Ancillary
Agreements and any provision of this Agreement, the applicable Ancillary Agreement shall control
over the inconsistent provisions of this Agreement as to the matters specifically addressed in such
Ancillary Agreement.



36









 





     Section 11.3 Expenses. Except as expressly set forth in this Agreement or in any Ancillary Agreement, all fees,
costs and expenses paid or incurred in connection with the Separation and the performance of this
Agreement and any Ancillary Agreement, whether performed by a third-party or internally, will be
paid by the party incurring such fees or expenses, whether or not the Separation is consummated, or
as otherwise agreed by the parties.



     Section 11.4 Amendment and Modification.This Agreement and the Ancillary Agreements may not be amended, modified or supplemented in
any manner, whether by course of conduct or otherwise, except by an instrument in writing
specifically designated as an amendment hereto, signed on behalf of each party.



     Section 11.5 Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such right or power, or any course of conduct,
preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have hereunder. Any agreement on the part of any party to any
such waiver shall be valid only if set forth in a written instrument executed and delivered by a
duly authorized officer on behalf of such party.



     Section 11.6 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly
given (a) on the date of delivery if delivered personally, or if by facsimile, upon written
confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first Business Day following
the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or
(c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if
delivered by registered or certified mail, return receipt requested, postage prepaid. All notices
hereunder shall be delivered to the addresses set forth below, or pursuant to such other
instructions as may be designated in writing by the party to receive such notice:




	 	(i)	 	if to WMB or any other WMB Entity, to:
	 
	 	 	 	The Williams Companies, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Attention: General Counsel

Facsimile: 918-573-5942

E-mail: james.bender@williams.com
	 
	 	(ii)	 	if to WPX or any other WPX Entity, to:
	 
	 	 	 	WPX Energy, Inc.

One Williams Center




37









 






	 	 	 	Tulsa, Oklahoma 74172-0172

Attention: General Counsel

Facsimile: 918-573-5942

E-mail: james.bender@williams.com





     Section 11.7 Interpretation. When a reference is made in this Agreement to a Section, Article, or Exhibit such reference
shall be to a Section, Article, or Exhibit of this Agreement unless otherwise indicated. The table
of contents and headings contained in this Agreement or in any Exhibit are for convenience of
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. All words used in this Agreement will be construed to be of such gender or number as
the circumstances require. Any capitalized terms used in any Schedule or Exhibit but not otherwise
defined therein shall have the meaning as defined in this Agreement. All Schedules and Exhibits
annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement
as if set forth herein. The word “including” and words of similar import when used in this
Agreement shall mean “including, without limitation,” unless otherwise specified. The word “day”
when used in this Agreement shall mean “calendar day,” unless otherwise specified.



     Section 11.8 Entire Agreement. This Agreement and the Ancillary Agreements and the Exhibits, Schedules and Appendices
hereto and thereto constitute the entire agreement, and supersede all prior written agreements,
arrangements, communications and understandings and all prior and contemporaneous oral agreements,
arrangements, communications and understandings among the parties with respect to the subject
matter hereof. None of this Agreement or any of the Ancillary Agreements shall be deemed to contain
or imply any restriction, covenant, representation, warranty, agreement or undertaking of any party
with respect to the transactions contemplated hereby and thereby other than those expressly set
forth herein or therein or in any document required to be delivered hereunder or thereunder.
Notwithstanding any oral agreement or course of action of the parties or their representatives to
the contrary, no party to this Agreement shall be under any legal obligation to enter into or
complete the transactions contemplated hereby unless and until this Agreement shall have been
executed and delivered by each of the parties.



     Section 11.9 No Third Party Beneficiaries. Except for the indemnification rights under this Agreement of any WMB Indemnitee or WPX
Indemnitee in their respective capacities as such, nothing in this Agreement or the Ancillary
Agreements, express or implied, is intended to or shall confer upon any Person other than the
parties and their respective successors and permitted assigns any legal or equitable right, benefit
or remedy of any nature under or by reason of this Agreement or the Ancillary Agreements.



     Section 11.10 Governing Law. This Agreement and all disputes or controversies arising out of or relating to this
Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance
with, the internal Laws of the State of Oklahoma, without regard to the Laws of any other
jurisdiction that might be applied because of the conflicts of laws principles of the State of
Oklahoma.



38









 





     Section 11.11 Submission to Jurisdiction. Except as otherwise specifically provided in any Ancillary Agreement, with respect to any
suit, action or proceeding relating to this Agreement or any Ancillary Agreement (a
“Proceeding”), each party to this Agreement irrevocably (a) consents and submits to the
exclusive jurisdiction of the state and federal courts located in Tulsa County, Oklahoma; (b)
waives any objection which such party may have at any time to the laying of venue of any Proceeding
brought in any such court, waives any claim that such Proceeding has been brought in an
inconvenient forum and further waives the right to object, with respect to such Proceeding, that
such court does not have jurisdiction over such party; and (c) consents to the service of process
at the address set forth for notices in Section 11.6; provided, however, that such
manner of service of process shall not preclude the service of process in any other manner
permitted under applicable law.



     Section 11.12 Assignment. Except as specifically provided in any Ancillary Agreement, none of this Agreement, any of
the Ancillary Agreements, or any of the rights, interests or obligations hereunder or thereunder
may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party
without the prior written consent of the other parties, and any such assignment without such prior
written consent shall be null and void. If any party (or any of its successors or permitted
assigns) (a) shall consolidate with or merge into any other Person and shall not be the continuing
or surviving corporation or entity of such consolidation or merger or (b) shall transfer all or
substantially all of its properties and/or assets to any Person, then, and in each such case, the
party (or its successors or permitted assigns, as applicable) shall ensure that such
Person assumes all of the obligations of such party (or its successors or permitted assigns,
as applicable) under this Agreement and all applicable Ancillary Agreements.



     Section 11.13 Severability. Whenever possible, each provision or portion of any provision of this Agreement and the
Ancillary Agreements shall be interpreted in such manner as to be effective and valid under
applicable Law, but if any provision or portion of any provision of this Agreement or the Ancillary
Agreements is held to be invalid, illegal or unenforceable in any respect under any applicable Law
or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any
other provision or portion of any provision in such jurisdiction, and this Agreement or the
Ancillary Agreements shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision or portion of any provision had never been contained
herein.



     Section 11.14 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE
ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



     Section 11.15 Counterparts. This Agreement and each Ancillary Agreement may be executed in one or more counterparts,
all of which shall be considered one and the same instrument and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the other parties.



39









 





     Section 11.16 Facsimile Signature. This Agreement may be executed by facsimile signature and a facsimile signature shall
constitute an original for all purposes.



[The remainder of this page is intentionally left blank.]




40









 








     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the date first set forth above.



	 	 	 	 	 	 	 

	 	 	THE WILLIAMS COMPANIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WPX ENERGY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Separation and Distribution Agreement]




 









 





Exhibit A




Contributed Entities



(such entities are held 100% by WPX Energy, Inc.

or its subsidiaries unless otherwise noted)



WPX Energy, Inc.

Williams Production Holdings LLC

Williams Production Ryan Gulch LLC

Williams Production RMT Company LLC

Fort Union Gas Gathering, L.L.C. (11.11%)

Bison Royalty LLC

Barrett Resources International Corporation

Dakota-3 E&P Company, LLC

D-3 Van Hook Gathering Services, LLC

Williams Production Company, LLC

Williams Production Rocky Mountain Company

Williams Production Mid-Continent Company

Williams Arkoma Gathering Company, LLC

Williams Production Keystone LLC

WPX Gas Resources Company

Williams Production Appalachia LLC

Williams Marcellus Gathering LLC

Diamond Elk, LLC

RW Gathering, LLC (50%)

Mockingbird Pipeline, L.P.

Williams Production — Gulf Coast Company, L.P.

WPX Enterprises, Inc.

WPX Energy Marketing, LLC

Northwest Argentina Corporation

Williams International Oil & Gas (Venezuela) Limited

Apco Argentina S.A.

Apco Austral, S.A.

Apco Oil & Gas International Inc. (68.96%)

Apco Properties Ltd.




[Exhibit A to Separation and Distribution Agreement]




 









 





Schedule 2.6(b)(v)




Surviving Contracts




	1.	 	Gas Supply Fee Agreement by and between WPX Energy Marketing, LLC and Williams Energy
(Canada), Inc. dated November 18, 2009.
	 
	2.	 	ISDA 2002 Master Agreement by and between WPX Energy Marketing, LLC and Williams Energy
(Canada), Inc. dated January 1, 2009, along with each transaction thereunder.
	 
	3.	 	ISDA 2002 Master Agreement by and between WPX Energy Marketing, LLC and Williams Olefins,
L.L.C. dated August 1, 2006, along with each transaction thereunder.





[Schedule 2.6(b)(v) to Separation and Distribution Agreement]




 









 





Schedule 8.3(d)




California Gas Marketing Proceedings



Schedule 8.3(d)(i):




	 	 	 	 	 
	Case	 	Jurisdiction	 	Williams Entities Named
	San Diego Gas &
Electric Company v.
Sellers of Energy
and Ancillary
Services

	 	FERC

Docket No.
EL00-95-000 et al
	 	The Williams Companies,
Inc; 
Williams Energy
Marketing & Trading
Company; Williams Power
Company, Inc.
	 
	 	 	 	 
	Investigation of
Practices of the
California
Independent System
Operator and the
California Power
Exchange

	 	FERC

Docket No.
EL00-98-000 et al
	 	The Williams Companies,
Inc;
 Williams Energy
Marketing & Trading
Company; Williams Power
Company, Inc.
	 
	 	 	 	 
	Puget Sound Energy
v. Sellers of Energy
and Ancillary
Services

	 	FERC

Docket No.
EL01-10-000 et al
	 	The Williams Companies,
Inc;
 Williams Energy
Marketing & Trading
Company; Williams Power
Company, nc.
	 
	 	 	 	 
	California 

Independent System Operator

	 	FERC

Docket No.
ER03-746-000
	 	The Williams Companies,
Inc.;
 Williams Power
Company, Inc.
	 
	 	 	 	 
	Investigation of
Anomalous Bidding
Behavior
and Practices in
Western Markets

	 	FERC

Docket No.
IN03-10-000 et al
	 	The Williams Companies,
Inc; 
Williams Energy
Marketing & Trading
Company; Williams Power
Company, Inc.
	 
	 	 	 	 
	Fact-Finding
Investigation Into
Possible
Manipulation of
Electric and Natural
Gas Prices

	 	FERC

Docket No.
PA02-2-000 et al
	 	The Williams Companies,
Inc;
 Williams Energy
Marketing & Trading
Company; Williams Power
Company, Inc.
	 
	 	 	 	 
	State of California,
ex rel. Bill
Lockyer,
Attorney General,
v.
British Columbia
Power Exchange Corp.

	 	FERC

Docket No.
EL02-71-000 et al
	 	The Williams Companies,
Inc; 
Williams Energy
Marketing & Trading
Company; Williams Power
Company, Inc.






[Schedule 8.3(d) to Separation and Distribution Agreement]




 









 




Schedule 8.3(d)(ii):




WGM Legacy Agreements with Current Deal Ending Date




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Max of Maturity Date	 	 	 	 	 	 	 	 	 
	Contract Type	 	Ext Legal	 	Deal #	 	 	Expiration	 
	Broker Agreement (Exchange Cleared)
	 	BNPPARIBCOMMOFUTURINC - LE	 	 	21358	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21359	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21363	 	 	 	6/30/2011	 
	 
	 	 	 	 	 	 	21364	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21365	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21366	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21367	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21368	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21369	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21383	 	 	 	6/30/2011	 
	 
	 	 	 	 	 	 	21384	 	 	 	3/31/2011	 
	 
	 	 	 	 	 	 	21386	 	 	 	6/30/2011	 
	 
	 	 	 	 	 	 	21434	 	 	 	3/31/2011	 
	 
	 	 	 	 	 	 	21436	 	 	 	3/31/2011	 
	 
	 	 	 	 	 	 	21445	 	 	 	6/30/2011	 
	 
	 	 	 	 	 	 	21446	 	 	 	9/30/2011	 
	 
	 	 	 	 	 	 	21906	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21909	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21911	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21912	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21920	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21923	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21930	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21945	 	 	 	12/31/2013	 
	 
	 	 	 	 	 	 	21956	 	 	 	12/31/2013	 
	 
	 	 	 	 	 	 	21958	 	 	 	10/31/2011	 
	 
	 	 	 	 	 	 	21964	 	 	 	10/31/2011	 
	 
	 	 	 	 	 	 	21965	 	 	 	10/31/2011	 
	 
	 	 	 	 	 	 	21976	 	 	 	3/31/2011	 
	 
	 	 	 	 	 	 	21977	 	 	 	3/31/2011	 
	 
	 	 	 	 	 	 	21981	 	 	 	10/31/2011	 
	 
	 	 	 	 	 	 	21982	 	 	 	10/31/2011	 
	 
	 	 	 	 	 	 	21983	 	 	 	3/31/2011	 
	 
	 	 	 	 	 	 	21984	 	 	 	3/31/2011	 
	 
	 	 	 	 	 	 	21985	 	 	 	3/31/2011	 
	 
	 	 	 	 	 	 	24008	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24009	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24010	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24011	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24014	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24015	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24016	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24017	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24053	 	 	 	12/31/2012	 





 [Schedule 8.3(d) to Separation and Distribution Agreement]




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Max of Maturity Date	 	 	 	 	 	 	 	 	 
	Contract Type	 	Ext Legal	 	Deal #	 	 	Expiration	 
	 
	 	 	 	 	 	 	24054	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24055	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24056	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	24057	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	25677	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	25683	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	25696	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	25697	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	25698	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	27181	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	27182	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	27185	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	27186	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	27330	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	27606	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	27681	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	28950	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	29177	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	36432	 	 	 	3/31/2012	 
	 
	 	 	 	 	 	 	36433	 	 	 	3/31/2012	 
	 
	 	 	 	 	 	 	37318	 	 	 	3/31/2013	 
	 
	 	 	 	 	 	 	37319	 	 	 	3/31/2013	 
	 
	 	 	 	 	 	 	37320	 	 	 	3/31/2013	 
	 
	 	 	 	 	 	 	37381	 	 	 	10/31/2012	 
	 
	 	 	 	 	 	 	37382	 	 	 	10/31/2012	 
	 
	 	 	 	 	 	 	37469	 	 	 	3/31/2012	 
	 
	 	 	 	 	 	 	37651	 	 	 	3/31/2013	 
	 
	 	 	 	 	 	 	37652	 	 	 	10/31/2013	 
	 
	 	 	 	 	 	 	38606	 	 	 	3/31/2012	 
	 
	 	BNPPARIBCOMMOFUTURINC - LE Total	 	 	 	 	 	 	12/31/2013	 
	Broker Agreement (Exchange
Cleared) Total
	 	 	 	 	 	 	 	 	 	 	12/31/2013	 
	ISDA (OTC Financial)
	 	BARCLAYSBANKPLC - LE	 	 	20961	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	20962	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	20963	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	21015	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21016	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21042	 	 	 	10/31/2011	 
	 
	 	BARCLAYSBANKPLC - LE Total	 	 	 	 	 	 	12/31/2012	 
	 
	 	CITIGROUPENERGYINC - LE	 	 	20954	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	21043	 	 	 	3/31/2011	 
	 
	 	CITIGROUPENERGYINC - LE Total	 	 	 	 	 	 	12/31/2012	 
	 
	 	ELPASOMARKECOMPALLC - LE	 	 	20930	 	 	 	12/31/2015	 
	 
	 	 	 	 	 	 	20931	 	 	 	12/31/2015	 
	 
	 	 	 	 	 	 	20932	 	 	 	12/31/2013	 
	 
	 	 	 	 	 	 	20933	 	 	 	12/31/2013	 
	 
	 	 	 	 	 	 	20942	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	20949	 	 	 	12/31/2012	 
	 
	 	ELPASOMARKECOMPALLC - LE Total	 	 	 	 	 	 	12/31/2015	 





[Schedule 8.3(d) to Separation and Distribution Agreement]





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Max of Maturity Date	 	 	 	 	 	 	 	 	 
	Contract Type	 	Ext Legal	 	Deal #	 	 	Expiration	 
	 
	 	JPMORGAVENTUENERGCORPO - LE	 	 	20969	 	 	 	6/30/2011	 
	 
	 	 	 	 	 	 	20972	 	 	 	6/30/2011	 
	 
	 	 	 	 	 	 	20998	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21031	 	 	 	6/30/2011	 
	 
	 	JPMORGAVENTUENERGCORPO - LE Total	 	 	 	 	 	 	12/31/2011	 
	 
	 	LOUISDREYFENERGSERVILP - LE	 	 	21003	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21004	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21025	 	 	 	12/31/2013	 
	 
	 	LOUISDREYFENERGSERVILP - LE Total	 	 	 	 	 	 	12/31/2013	 
	 
	 	MERRILYNCHCOMMOINC - LE	 	 	20970	 	 	 	3/31/2011	 
	 
	 	MERRILYNCHCOMMOINC - LE Total	 	 	 	 	 	 	3/31/2011	 
	 
	 	MORGASTANLCAPITGROUPINC - LE	 	 	20943	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	20944	 	 	 	12/31/2012	 
	 
	 	 	 	 	 	 	21001	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	21002	 	 	 	12/31/2011	 
	 
	 	 	 	 	 	 	33489	 	 	 	3/31/2011	 
	 
	 	MORGASTANLCAPITGROUPINC - LE Total	 	 	 	 	 	 	12/31/2012	 
	ISDA (OTC Financial) Total
	 	 	 	 	 	 	 	 	 	 	12/31/2015	 
	Master Buy/Sell
	 	EQUILONENTERPRISESLLC - LE	 	 	20559	 	 	 	6/30/2011	 
	 
	 	EQUILONENTERPRISESLLC - LE Total	 	 	 	 	 	 	6/30/2011	 
	Master Buy/Sell Total
	 	 	 	 	 	 	 	 	 	 	6/30/2011	 
	Grand Total
	 	 	 	 	 	 	 	 	 	 	12/31/2015	 






[Schedule 8.3(d) to Separation and Distribution Agreement]




 









 





Schedule 8.3(e)




Gas Price Indices Proceedings



	 	 	 	 	 
	Case	 	Jurisdiction	 	Williams Entities Named
	In re: Western States Wholesale
Natural Gas Antitrust Litigation, MDL 1566

	 	District of Nevada

(Judge Pro), Base Case
File No.
CV-S-03-1431-PMP (PAL)
	 	The Williams Companies,
Inc.; 
Williams Merchant
Services Company, Inc.;
Williams Energy
Marketing & Trading
(now known as Williams
Gas Marketing, Inc)
	 
	 	 	 	 
	Arandell
Corporation, et al.
v. Xcel Energy, Inc.
et al.

	 	Wisconsin

(Consolidated in to
the above MDL 1566
matter) Case No.
02:07-CV-1019-PMP -PAL
	 	The Williams Companies,
Inc.; 
Williams Merchant
Services Company, Inc.;
Williams Energy
Marketing & Trading
(now known as Williams
Gas Marketing, Inc)
	 
	 	 	 	 
	New Page Wisconsin
System, Inc. v. CMS
Resource Management
Company et al.

	 	Wisconsin

(Consolidated in to
the above MDL 1566
matter) Case No.:
CV-S-09-0915-PMP (PAL)
	 	The Williams Companies,
Inc.; 
Williams Merchant
Services Company, Inc.;
Williams Energy
Marketing & Trading
(now known as Williams
Gas Marketing, Inc)
	 
	 	 	 	 
	Breckenridge Brewery
of Colorado, LLC, et
al. v. ONEOK, Inc.,
et al.

	 	Colorado (Consolidated
in to the above MDL
1566 matter) Case No.
2:06-CV-01351-PMP-PAL
	 	The Williams Companies,
Inc.; 
Williams Merchant
Services Company, Inc.;
Williams Energy
Marketing & Trading
(now known as Williams
Gas Marketing, Inc)
	 
	 	 	 	 
	Heartland Regional
Medical Center, et
al. v. ONEOK, Inc.,
et al.

	 	Missouri (Consolidated
in to the above MDL
1566 matter) Case No.
02:07-CV-00987-PMP-PAL
	 	The Williams Companies,
Inc.; 
Williams Merchant
Services Company, Inc.;
Williams Energy
Marketing & Trading
(now known as Williams
Gas Marketing, Inc)
	 
	 	 	 	 
	J.P. Morgan Trust
Company v. ONEOK,
In., et al.

	 	Kansas (Consolidated
in to the above MDL
1566 matter) Case No.
02:05-CV-01331-PMP-PAL
	 	The Williams Companies,
Inc.;
 Williams Merchant
Services Company, Inc.;
Williams Energy
Marketing & Trading
(now known as Williams
Gas Marketing, Inc)
	 
	 	 	 	 
	Learjet, Inc., et
al. v. ONEOK, Inc.,
et al.

	 	Kansas (Consolidated
in to the above MDL
1566 matter) Case No.
02:06-CV
	 	The Williams Companies,
Inc.; 
Williams Merchant
Services Company, Inc.;
Williams Energy
Marketing & Trading
(now known as Williams
Gas Marketing, Inc)
	 
	 	 	 	 
	Scott Thompson Indemnification Claim
	 	Not yet filed. Demand
letter dated 12/28/10
	 	The Williams Companies,
Inc.;
 Williams Energy
Marketing & Trading
(now known as Williams
Gas Marketing, Inc)






[Schedule 8.3(e) to Separation and Distribution Agreement]