exv10w4





Exhibit 10.4


FORM OF TAX SHARING AGREEMENT



     This Tax Sharing Agreement (the “Agreement”) is entered into as of      , 2011, by and
between The Williams Companies, Inc., a Delaware corporation (“Williams”), and WPX Energy, Inc., a
Delaware corporation (“WPX”) (collectively, the “parties”).


RECITALS


     WPX is currently an includible corporation in the Williams Group under Section 1504 of the
Internal Revenue Code of 1986, as amended (the “Code”).


     Williams
currently owns 100% of the outstanding common stock of WPX. Pursuant
to a plan of reorganization adopted by the Williams board of
directors on April 26, 2011, and amended on October 19, 2011, Williams and WPX intend
to effect a public offering of the WPX common stock (the “IPO”).


     Subsequent to the IPO, Williams may but is not obligated to effect the Spin (as defined below)
or engage in other transactions that may result in the disaffiliation of the WPX Group from the Williams Group.


     The parties are entering into this Tax Sharing Agreement to allocate, indemnify, pay and
settle amongst them the Taxes of the parties.


AGREEMENT


     Accordingly, the parties agree as follows:


ARTICLE I


CERTAIN DEFINITIONS


     The defined terms used in this Agreement shall, except as otherwise expressly provided or
unless the context otherwise requires, have the meanings specified in this Article I. The singular
shall include the plural and masculine gender shall include the feminine, the neuter and vice versa, as the context requires.


     “AMT” means the federal alternative minimum tax, as described in Sections 55 through 59 of the Code.


     “Combined Return” means any state, local or foreign income Tax Return of the Williams Group
that is filed on a unitary, combined, consolidated or similar basis with one or more members of the WPX Group.


     “Consolidated Return” means any consolidated federal income Tax Return of the Williams Group
that includes one or more members of the WPX Group.


 









 





     “Final Determination” means (i) an IRS Form 870 or 870AD (or any similar state, local, or
foreign form) that reflects an adjustment to any Tax item shown on a Tax Return, (ii) a closing
agreement or an accepted offer in compromise with any Tax Authority, (iii) any other adjustment to
any Tax item (including, but not limited to, the filing of an amended return on which the taxpayer
adjusts an item) as to which the period of limitations has expired, (iv) a claim for refund that
has been allowed, (v) a deficiency notice with respect to which the period for filing a petition
with the Tax Court has expired, or (vi) a decision of any court of competent jurisdiction relating
to a Tax item that is not subject to appeal or the time for appeal of which has expired.



     “IRS” means the Internal Revenue Service.



     “Payment Date” means the date on which a payment of Tax is due to the relevant Taxing
Authority with respect to a Tax Return.


     “Private
Ruling” means the private letter ruling issued by the IRS dated September 30, 2011.


     “Private Ruling Application” means the written materials submitted to the IRS by Williams in
connection with the Private Ruling.


     “Proceeding” means any examination, audit, administrative appeal, court action, court
proceedings, protests, claims or suits for refund, petitions, briefs, arguments, settlement
discussions, or any other dealings with a Tax Authority or judicial authority relating to Taxes.


     “Regulations” means the United States Treasury Regulations promulgated under the Code.


     “Required Payment” means any payment required under this Agreement.


     “Required Payment Date” means the date a Required Payment is required to be paid under this Agreement.


     “Section 355(e) Agreements” has the meaning set forth in Section 4.2(c) of this Agreement.


     “Section 355(e) Plan” has the meaning set forth in Section 4.2(c) of this Agreement.


     “Separation Agreement” means the Separation and Distribution Agreement by and between Williams
and WPX, dated concurrently herewith.


     “Spin” means the spin-off of Apco Oil & Gas International, Inc. (“Apco”) to Williams (the
“Internal Spin”) and the intended spin-off of WPX to Williams’ shareholders (the “External Spin”)
and any related restructuring transactions.



     “Spin Date” means the date on which the External Spin occurs.



     “Spin Taxes” mean the sum of (i) any increase in a Tax liability (or reduction in a Tax
refund, credit, or other Tax Attribute) of any member of the Williams Group determined in a



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Final Determination as a result of any corporate-level gain or income recognized with respect to the
failure of the Internal Spin or External Spin to qualify for tax-free treatment under Section 355
or Section 368(a)(1)(D) of the Code (or their state, local or foreign counterparts), (ii) interest
on such amounts calculated pursuant to the Tax Law in any applicable jurisdiction at the highest
underpayment rate in such jurisdiction from the date such additional gain or income was recognized
until full payment with respect thereto is made (or, in the case of a reduction in a refund, the
amount of interest that would have been received from the applicable Tax Authority on the foregone
portion of the refund but for such failure), and (iii) any penalties actually paid to any Taxing
Authority that would not have been paid but for such failure.




     “Stock” means common or preferred stock, securities, and any warrants, stock options, forward
contracts, puts and calls, other equity instruments or derivative equity instruments or any
instrument that might reasonably be treated as stock for federal income tax purposes.



     “Tax Authority” means any governmental authority, agency or court of competent jurisdiction
that is responsible for the administration, adjudication or collection of Taxes.



     “Tax” means all taxes, assessments, charges, duties, fees, levies or other similar
governmental charges, including, without limitation, all federal, state, local, foreign and other
income, franchise, profits, capital gains, capital stock, transfer, sales, use, occupation,
property, excise, severance, windfall profits, stamp, license, payroll, withholding and other
taxes, assessments, charges, duties, fees, levies or other governmental charges of any kind
whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a
return), all estimated taxes, deficiency assessments, additions to tax, penalties and interest and
shall include any liability for such amounts as a result either of being a member of a combined,
consolidated, unitary or affiliated group.



     “Tax Information” means all books, records, accounting data and other information in the
possession of the Williams Group or the WPX Group necessary for the preparation and filing of all
Tax Returns relevant to this Agreement.



     “Tax Attribute” means any net operating loss, net capital loss, investment tax credit, foreign
tax credit, deduction or any loss, credit or tax attribute that could be carried forward or back to
reduce taxes (including without limitation deductions and credits related to alternative minimum taxes).



     “Tax
Opinion” means the   opinion of counsel obtained by Williams with respect to the
qualification of the Spin under Section 355 or
Section 368(a)(1)(D) of the Code dated October 13, 2011.



     “Tax Law” means laws, cases, statutes, rules and regulations with respect to Taxes.



     “Tax Return” means any return, report, declaration, claim for refund, election, disclosure,
estimate, or statement required to be supplied to a Taxing Authority in connection with Taxes,
including any schedule or attachment thereto or amendment thereof.



     “Williams Group” means the affiliated group of which Williams is the common parent, including
WPX and its subsidiaries.



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     “WPX Group” means WPX and all its direct and indirect subsidiaries that are or have been members of the
Williams Group at any time on or prior to the External Spin.



     “WPX Pro Forma Combined Return” has the meaning set forth in Section 2.3(a) of this Agreement.



     “WPX Pro Forma Consolidated Return” has the meaning set forth in Section 2.3(a) of this Agreement.



     “WPX Pro Forma Return” means a WPX Pro Forma Combined Return or a WPX Pro Forma Consolidated Return.



ARTICLE II




TAX RETURNS AND TAXES



     Section 2.1 Tax Returns and Payments.



     (a) Consolidated Returns and Combined Returns.



     Williams shall prepare and file all Consolidated Returns and Combined Returns that are
required to be filed by or with respect to any member of the WPX Group  and shall pay any Taxes payable with respect to such Tax Returns. Williams shall prepare
all such Tax Returns in good faith and in accordance with the Tax
Law. At the discretion of WPX, WPX may assist in the preparation of
such Tax Returns as may be requested by Williams. Williams shall, in its
discretion, make all determinations regarding the preparation of such Tax Returns, including
without limitation, determinations regarding the entities to be included in any Tax Return, the
making, modification or revocation of any election, the adoption or change of any Tax accounting
methods, and any other position to be taken on or in respect of such Tax Returns, including the
carryback of losses.



     (b) Other Tax Returns.



     WPX shall prepare and file all Tax Returns that are required to be filed by or with respect to
WPX or any of its direct or indirect subsidiaries, other than those Tax Returns described in
Section 2.1(a) above, and shall pay any Taxes payable with respect to such Tax Returns. At the
discretion of Williams, Williams may assist in the preparation of such Tax Returns as may be
requested by WPX, but shall have no obligation to pay any related Taxes.



     Section 2.2 Consents, Elections, Information.



     At the request of Williams, each member of the WPX Group shall (i) file any and all Tax
consents, Tax elections or other documents, (ii) take all actions necessary to effect or allow the
preparation and filing of all Tax Returns by Williams, and (iii) prepare and submit all
information in such form that Williams reasonably requests to enable Williams to prepare any
Tax Returns required by this Agreement. Each member of the WPX Group shall be bound by all of the
determinations made by Williams in preparing any such Tax Returns and no member of



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the WPX Group shall take any position on a Tax Return with respect to an item of income, deduction, gain, loss,
or credit that is inconsistent with the reporting of such item on the Tax Returns prepared by Williams.




     Section 2.3 WPX Pro Forma Returns.



     (a) For each Tax period with respect to which a Consolidated Return has not
been filed and until the WPX Group ceases to be part of a Consolidated
Return, Williams shall prepare a pro forma federal income Tax Return for the WPX Group (a “WPX Pro
Forma Consolidated Return”), based on the assumption that WPX is the common parent of the WPX
Group. For each Tax period for which a Combined Return has not been filed and until the WPX Group ceases to be a part of such Combined
Return, Williams shall prepare a pro forma combined Tax Return for the WPX Group for the jurisdiction in which such  Combined Return is filed (a “WPX Pro Forma Combined Return”) based on
the assumption that WPX is not a subsidiary of Williams.

At the discretion of WPX, WPX may assist in the preparation of the
WPX Pro Forma Returns as may be requested by Williams.

The methods and processes described in
Sections 2.3(b), 2.3(c), and 2.3(d) below shall be followed in the preparation of the WPX Pro Forma
Returns. In addition, Williams may from time to time establish any other special procedures that
Williams may in its sole discretion deem necessary or appropriate to carry out the purposes of this Agreement.



     (b) Each WPX Pro Forma Return shall take into account solely the current income, deduction,
gain, loss, and credit items of the WPX Group, without regard to any carryovers or carrybacks from
prior or subsequent periods, and without regard to the AMT. Notwithstanding the foregoing, the WPX Pro Forma Returns
shall not reflect any deduction under Section 199 of the Code computed on a separate company basis,
but shall reflect the amount that the WPX Group has contributed to the Williams Group consolidated
deduction under Section 199 of the Code, as determined by Williams in its sole discretion.



     (c) Each WPX Pro Forma Return shall reflect all elections and methods of accounting reflected
on the related Consolidated Returns or Combined Returns.



     (d) The relevant WPX Pro Forma Returns for a short Tax period shall be prepared based on an actual or hypothetical
closing of the books method.


     Section 2.4 Payments for WPX Pro Forma Returns.



     (a) For each WPX Pro Forma Consolidated Return, WPX shall pay to Williams the amount of the
Tax, if any, shown thereon. If the WPX Pro Forma Consolidated Return shows a credit or loss,
Williams shall pay to WPX an amount equal to (i) any such credits plus (ii) any such losses
multiplied by the highest marginal federal income tax rate applicable to corporations for the
relevant Tax year.



     (b) For each WPX Combined Pro Forma Return, WPX shall pay to Williams the amount of the Tax,
if any, shown thereon. If the WPX Pro Forma Combined Return shows a credit or loss, Williams shall
pay to WPX an amount equal to (i) any such credits plus (ii) any such losses multiplied by the
highest marginal Tax rate applicable thereto.



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     (c) All payments required under this Section 2.4 shall be due no later than thirty days before
the Payment Date of the related Tax Return, and shall include any interest, penalties and additions
to Tax that would be due if such payments were made directly to the
applicable Tax Authorities.


     Section 2.5 Carrybacks.



     If any member of the WPX Group realizes any losses, credits or other Tax Attributes that may
be carried back to a Consolidated Return or Combined Return, neither such member nor the WPX Group
shall be entitled to any payment or reimbursement from Williams or any member of the Williams Group
by reason of such carrybacks.



     Section 2.6 Carryovers.



     If Williams is required under the Code to allocate to the WPX Group or any of its members any
carryovers of any losses, credits or other Tax Attributes to periods following the  Spin Date,
Williams shall not be entitled to reimbursement from WPX by reason of such carryover.



ARTICLE III




REDETERMINATIONS AND ADJUSTMENTS



     Section 3.1 Redeterminations of Consolidated Returns.



     In the event of any adjustments in a Final Determination for a Consolidated Return, Williams
shall make corresponding adjustments to the related WPX Pro Forma Consolidated Return and WPX Pro
Forma Combined Returns consistent with the procedures described in Article II of this Agreement.
Within thirty days after such adjustment, Williams or WPX, as appropriate, shall make additional
payments to the other party reflecting such adjustment.



     Section 3.2 Redeterminations of Other Returns



     In the event of any adjustments in a Final Determination other than those described in Section
3.1 above, WPX Pro Forma Returns shall not be adjusted and no additional payments shall be required
between Williams and WPX.



ARTICLE IV




SPIN



     Section 4.1 No Obligation to Effect External Spin.



     Although Williams intends to effect the External Spin, the parties agree that Williams is
under no obligation to effect the External Spin at any time.



     Section 4.2 Spin Representations and Warranties.



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     (a) Each of WPX and Williams represents and warrants that it has examined the Private Ruling, the Private Ruling
Application and the Tax Opinion and that the facts presented
and the representations made therein are true, correct and complete.



     (b) Each of WPX and Williams represents and warrants that it has not taken and has no plan or
intention of taking any action or failing to take any action nor knows of any circumstance that
could reasonably be expected to cause any representation or factual statement made in this
Agreement, the Separation Agreement, the Private Ruling, the Private
Ruling Application or the Tax Opinion to be untrue.



     (c) Each of Williams and WPX represents and warrants that, during the two-year period ending
on the date hereof, there was no “agreement, understanding, arrangement, or substantial
negotiations” (as such terms are defined in Regulation Section 1.355-7(h)(1), and hereinafter
referred to as the “Section 355(e) Agreements”) (other than with respect to the IPO) that related
to a plan pursuant to which one or more persons would acquire directly or indirectly stock
representing a 50% or greater interest (within the meaning of Section 355(e) and the Regulations
thereunder) in Williams, WPX or Apco (any such plan hereinafter referred to as a “Section 355(e) Plan”).



     (d) Each of Williams and WPX represents and warrants that it has no current plan or intention
to enter into any Section 355(e) Agreements that relate to a Section 355(e) Plan.



     Section 4.3 Spin Covenants.



     (a) Each of WPX and Williams covenants that it will not and will not allow any officers or
directors of any member of the WPX Group or the Williams Group, respectively, to take any action or
fail to take any action that (i) would create a risk that either the
Internal Spin or the External Spin will fail to qualify as a
tax-free distribution pursuant to Section 355 and/or Section 368(a)(1)(D) of the Code, (ii) would be
inconsistent with any factual statement or any representation made hereunder or in the Separation
Agreement or in connection with the Private Ruling, the Private
Ruling Application, or the Tax
Opinion, or any condition or restriction imposed thereby, or
(iii) would create a risk for either the Internal Spin or the
External Spin
to trigger gain under Section 355(d) or Section 355(e) of the Code.



     (b) Except as otherwise required by the Tax Law or as a result of a Final Determination, each
of WPX and Williams covenants that it will not and will not allow any officers or directors of any
member of the WPX Group or the Williams Group, respectively, to take any position with respect to
an item of income, deduction, gain, loss, or credit on a Tax
Return that is inconsistent with the treatment of either the Internal
Spin or the External Spin under Section 355 and/or Section
368(a)(1)(D) of the Code (or analogous status under state, local or foreign law).



     (c) If during the period commencing on the date hereof and ending two (2) years after the Spin
Date any officers and directors of any member of the Williams Group or the WPX Group becomes aware
of a matter or transaction that could affect the status of either the
Internal Spin or the External Spin under



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Section 355 or Section 368(a)(1)(D) of the Code, Williams and WPX covenant to inform each other of
such matter or transaction. The parties shall attempt in good faith to take reasonable action or
reasonably refrain from taking action to ensure the continued
qualification of the Internal Spin and
External Spin under the
foregoing sections of the Code. If the parties are unable to agree on a course of action, WPX shall
be required to take any course of action consistent with Tax Law that Williams reasonably determines,
in good faith and taking into account the interests of WPX and Williams, in order to implement the
provisions of Section 4.3(a). This Section 4.3(c) shall not apply as to any matters or
transactions with respect to which the IRS has issued (i) a private letter ruling to Williams or
WPX or (ii) other guidance that can be relied upon conclusively to the effect that the transaction
or event at issue does not adversely affect the Internal Spin or
External Spin under Section 355 or Section 368(a)(1)(D) of
the Code.




     (d) WPX covenants that its officers and directors will not discuss any acquisitions of the
Stock of WPX or any WPX Group member during the two-year period beginning on the Spin Date without
permission from Williams, such permission not to be unreasonably withheld.



ARTICLE V




INDEMNITIES



     Section 5.1 Spin Indemnities.



     (a) Williams shall be responsible for and shall indemnify and hold harmless each member of the
WPX Group from and against all Spin Taxes, except for those Spin Taxes for which the WPX Group is
responsible under Section 5.1(b) of this Agreement.



     (b) WPX shall be responsible for and shall indemnify, defend and hold harmless each member of
the Williams Group from and against all Spin Taxes that are incurred by any member of the Williams
Group by reason of the breach by any member of the WPX Group of any of its representations or
covenants hereunder or in the Separation Agreement, or made in connection with the Private Ruling, the
Private Ruling Application or the Tax Opinion.



     Section 5.2 Transfer Tax Indemnities.



     Williams shall indemnify and hold harmless each member of the WPX Group for any transfer Taxes
arising solely as a result of transferring any assets to any member of the WPX Group on or prior to
the IPO.



     Section 5.3 No Other Liability.



     Except as specifically provided in this Agreement, WPX and Williams shall have no liability to
each other with respect to Taxes.



     Section 5.4 Tax Characterization of Payments.



     For all Tax purposes, and notwithstanding any other provision of this Agreement, to the extent
permitted by applicable law, the parties hereto shall treat any payment made pursuant to



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this Agreement (other than interest thereon)
as a capital contribution or dividend distribution, as the
case may be (except to the extent that the parties treat such payment
as the settlement of an intercompany liability), made immediately before WPX ceased to be an includible corporation in the
Williams Group under Section 1504 of the Code and, accordingly, as not includible in the taxable
income of the recipient. If any payment under this Agreement is not permitted to be so treated
(because, for example, the payment relates to an event occurring after such date) or as a result of
a Final Determination it is determined that the receipt or accrual of any payment made under this
Agreement is taxable to the recipient of such payment, the party making the payment shall pay to
the recipient an amount equal to any increase in the income Taxes of the recipient as a result of
receiving the payment (grossed up to take into account such payment, if applicable).




ARTICLE VI




PROCEEDINGS, COOPERATION, AND RECORD RETENTION



     Section 6.1 Control of Proceedings.



     (a) Williams shall have sole and absolute authority to administer and control any Proceeding
relating to (i) any Consolidated Returns, (ii) any Combined Returns, and (iii) any other Proceeding
that may result in Tax liability to Williams. Each member of the WPX Group shall execute and
deliver to Williams any power of attorney or other document requested by Williams in connection
with any such Proceeding. With respect to Proceedings subject to the first sentence of this
Section 6.1, no agent or employee of any member of the WPX Group shall provide any information
(whether written or oral) to any Tax Authority except at the direction of Williams.



     (b) In the event of any Proceeding as a result of which WPX could reasonably be expected to
become liable for any Spin Taxes pursuant to Section 5.1(b) and which Williams has the right to
administer and control pursuant to Section 6.1(a) above (i) Williams shall consult with WPX
reasonably in advance of taking any significant action in connection with such Proceeding, (ii)
Williams shall offer WPX a reasonable opportunity to comment before submitting any written
materials prepared or furnished in connection with such Proceeding, (iii) WPX shall have the right
to participate in such Proceeding, (iv) Williams shall defend such Proceeding diligently and in
good faith as if it were the only party in interest in connection with such Proceeding, and (iv)
Williams shall provide WPX with copies of any written materials relating to such Proceeding
received from the relevant Tax Authority. Notwithstanding anything in the preceding sentence to
the contrary, the final determination of the positions taken (including with respect to settlement
or other disposition) in any such Proceeding shall be made in the sole discretion of Williams,
except that any settlement that will result in liability to WPX shall be subject to the consent
of WPX, which consent shall not be unreasonably delayed, denied or withheld.



     Section 6.2 Cooperation.



     The WPX Group and the Williams Group shall cooperate with each other in the highest standard
of good faith regarding all provisions of this Agreement. Such cooperation shall



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include (i) providing to each other information relevant to this Agreement as may be reasonably
requested, (ii) executing documents necessary for each party to effect the provisions of this Agreement,
(iii) making any officers, directors, employees and agents available to each other as each party may
reasonably request to comply with the provisions of this Agreement, and (iv) securing the covenant
of any acquirer of any member of WPX Group or Williams Group, or any newly-formed or acquired
subsidiary of WPX Group or Williams Group, to comply with this Agreement.




     Section 6.3 Books and Records.



     The parties shall maintain Tax Information for 10 years after the filing date of the Tax
Return to which the Tax Information relates. After such period, the members of the WPX Group or
the Williams Group, as the case may be, shall not dispose or destroy any Tax Information without
first providing the other group the opportunity to obtain such Tax Information.



ARTICLE VII




MISCELLANEOUS



     Section 7.1 Method of Payment; Interest.



     Any Required Payment
shall be made by wire transfer of immediately available funds. There
shall be added to any Required Payment interest at the underpayment rate set forth in Section
6621(a)(2) of the Code (compounded daily) for the period beginning on the Required Payment Date and
ending on the date of receipt of the Required Payment; provided, however, that the interest rate to
be used in this Section 7.1 shall be the large corporate underpayment rate set forth in Section
6621(c) of the Code (instead of the underpayment rate set forth in Section 6621(a)(2) of the Code)
to the extent that the Required Payment relates to an adjustment for which the IRS has imposed
interest at the large corporate underpayment rate set forth in Section 6621(c).



     Section 7.2 Successors and Assigns.



     This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by either party without the prior written
consent of the other party, such consent not to be unreasonably withheld, denied or delayed.



     Section 7.3 Effect of Agreement.



     This Agreement shall determine the rights and liabilities of the parties as to the matters
provided for in this Agreement, whether or not such determination is effective for financial
reporting or other purposes.



     Section 7.4 Term of Agreement



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     This Agreement shall become effective as of the date of its execution and remain in effect
until the parties agree in writing to its termination.



     Section 7.5 Entire Agreement.



     This Agreement sets forth the entire agreement and understanding of the parties in respect of
the subject matter contained in this Agreement and supersedes all prior or contemporaneous
agreements, promises, covenants, arrangements, representations or warranties, whether oral or
written, by any party or by any officer, employee or representative of any party.



     Section 7.6 Amendments and Waivers.



     This Agreement shall not be modified, supplemented or terminated except by a writing duly
signed by each of the parties hereto, and no waiver of any provision of this Agreement shall be
effective unless in a writing duly signed by the party sought to be bound.



     Section 7.7 Notices.



     Any payment, notice, communication or approval required or permitted to be given under this
Agreement shall be deemed to have been duly given if delivered by hand or deposited in the United
States mail, postage prepaid and sent by certified or registered mail, if addressed to Williams, at


The Williams Companies, Inc.

One Williams Center

Tulsa, Oklahoma 74172

Attention:                     



if addressed to WPX, at



WPX Energy, Inc

One Williams Center

Tulsa, Oklahoma 74172

Attention:                     




     Section 7.8 Code References.



     Any references to sections of the Code or the Regulations shall be deemed to refer to any
corresponding provisions of succeeding law as in effect from time to time.



     Section 7.9 Third Parties.



     Nothing expressed or implied in this Agreement is intended or shall be construed to confer
upon or give to any person other than the parties hereto and each of their successors and assigns
any rights or remedies under or by reason of this Agreement.



     Section 7.10 Governing Law.



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     This Agreement shall be governed by and construed in accordance with the laws of the State of
Oklahoma without regard to principles of conflicts of law.



     Section 7.11 Severability.



     If any provision of this Agreement or the application of this Agreement in any circumstance is
held invalid or unenforceable, the remainder of this Agreement and the application of this
Agreement in any other circumstance shall not be affected thereby, the provisions of this Agreement
being severable in any such instance.



     Section 7.12 Counterparts.



     This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.



     Section 7.13 Dispute Resolution.



     The parties agree that any dispute arising under this Agreement shall be resolved in
accordance with the Dispute Resolution procedures set forth in Article X of the Separation
Agreement.



     Section 7.14 Information and Expenses.



     Williams will bear preparation and filing costs for all Tax Returns or WPX Pro Forma Returns
that it is responsible for preparing and filing pursuant to this
Agreement including any assistance provided to WPX pursuant to
Section 2.1(b) above. WPX will bear preparation and filing costs for all
Tax Returns that it is responsible for preparing and filing pursuant
to this Agreement including any assistance provided to Williams
pursuant to Sections 2.1(a) and 2.3(a) above. Each of Williams and WPX will
bear its own
costs incurred in furnishing records, documents, or information
requested by the other party in connection
with the preparation of any Tax Returns or WPX Pro Forma Returns or
in connection with any Proceeding for any Tax Returns.



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     The parties hereto have caused this Agreement to be duly executed as of the date first written above.



	 	 	 	 	 

	THE WILLIAMS COMPANIES, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Its:

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	WPX ENERGY, INC.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Its:

	 	 

	 	 
	 

	 	 

	 	 







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