Exhibit 10.32
 SECOND AMENDED AND RESTATED
CHANGE OF CONTROL SEVERANCE AGREEMENT
  WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1.
    
    Term of Agreement.
 provided, however,
 provided, however,




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2.
    
    Certain Definitions.
 Bonus
 Cause
  nolo contendre
     Change of Control
   2




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Code
 Good Reason
    3




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Protected Period provided, however,
 Release
 Section 409A
 Separation From Service
 Specified Employee
 Termination Base Salary
 Change of Control Severance Benefits
 3.
    
    Severance Benefits. If (a) Executive terminates his employment with the Company
during the Protected Period for a Good Reason event or (b) the Company terminates
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Executives employment during the Protected Period other than (i) for Cause or (ii) due to Executives
inability to perform the primary duties of his position for at least 180 consecutive days due
to a physical or mental impairment and (c) as a result of such termination of employment
Executive has a Separation From Service, Executive shall receive the following compensation
and benefits from the Company, provided that, in the cases of Section 3 A, 3C and 3D,
Executive executes and does not revoke the Release:
 A.
    
    On the date that is six months after the date Executive has a Separation From
Service with the Company, the Company shall pay to Executive in a lump sum, in cash, an
amount equal to two times the sum of Executives (i) Termination Base Salary and (ii)
Bonus.B.
    
    Except to the extent specifically set forth in a grant agreement under any
employee stock incentive plan of the Company, as of the date of Executives termination
of employment (i) all restricted shares of Company stock of Executive (whether granted
before or after the Effective Date) shall become 100% vested and all restrictions
thereon shall lapse and the Company shall promptly deliver to Executive unrestricted
shares of Company stock, and (ii) each then outstanding Company stock option of
Executive (whether granted before or after the Effective Date) shall become 100%
exercisable. All restricted stock units granted by the Company to Executive shall vest
and be settled in the manner provided in the applicable award agreement(s).C.
    
    At the time specified below, for the six month period following the date on
which Executive has a Separation From Service, the Company shall reimburse Executive
for (1) if Executive or Executives dependents are eligible for and elect continued
health coverage under a group health plan of the Company or an affiliate which is
provided to satisfy the requirements of section 4980B of the Code (COBRA Coverage),
the actual premium charged to Executive or Executives dependents for such COBRA
Coverage or (2) if Executive is eligible to retire and receive retiree medical
coverage, the actual premium charged to Executive for such retiree medical coverage for
Executive and each of Executives dependents eligible for such retiree medical
coverage. Such reimbursements (which shall be taxable income to Executive) shall be
paid to Executive directly or to the applicable group health plan, as determined by the
Company, at the time specified below. On the date that is six months after the date
Executive has a Separation From Service as described in this Section 3, the Company
shall pay to Executive in a lump sum, in cash, the sum of (1) an amount such that after
payment of all applicable income taxes, Executive retains an amount equal to eighteen
times the amount of the applicable COBRA Coverage premium for such Executive on such
date and (2) an amount such that Executive shall, after payment of all income taxes
owed by Executive, retain an amount sufficient to pay the reimbursements for the COBRA
Coverage premiums or retiree medical premiums for the six month period following the date on which Executive has a Separation From Service.
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D.
    
    The Company shall, at its sole expense, provide Executive with reasonable
outplacement services, up to an aggregate amount of $30,000, from a nationally
prominent executive outplacement service firm selected by the Company and reasonably
acceptable to Executive. The Company shall directly pay the provider the fees for such
outplacement services. The period during which such outplacement services shall be
provided to Executive at the expense of the Company shall not extend beyond earlier to
occur of (i) the date Executive begins other full-time employment with a new employer
or (ii) the last day of the 24-month period that commences on the date the Executive
incurs a Separation From Service.
 The Executive will not be paid the cash benefits described in Sections 3A, 3C and 3D, and
the Executive shall forfeit any right to such payments, unless (i) the Executive has signed
and delivered to the Company the Release furnished to the Executive and (ii) the period for
revoking such Release shall have expired (in the case of both clause (i) and clause (ii))
prior to the earlier of the deadline established by the Company or the date that is six
months after the date of the Executives Separation From Service.For the final calendar year containing the Protected Period, in the event that the Company
fails to award Executive prorated bonus compensation with respect to the portion of such
calendar year prior to the expiration of the Protected Period in a manner that does not
constitute a failure under Section 2E(iii), such failure shall be deemed to be an event that
constitutes Good Reason and, if Executive terminates his employment upon or within 30 days
following such failure, then such termination shall be deemed to be a termination of
employment by Executive for Good Reason occurring during the Protected Period and
Executives rights to benefits hereunder with respect to such termination shall be deemed to
have arisen prior to the expiration of the Term.The Company may withhold from any amounts or benefits payable under this Agreement all such
taxes as it shall be required to withhold pursuant to any applicable law or regulation.4.
    
    Parachute Tax Gross Up.If any payment made, or benefit provided, to or on behalf of Executive pursuant to this
Agreement or otherwise (Payments) results in Executive being subject to the excise tax
imposed by section 4999 of the Code (or any successor or similar provision) (Excise Tax),
the Company shall, on the date that is six months after the date Executive has a Separation
From Service with the Company, pay Executive an additional amount in cash (the Additional
Payment) such that after payment by Executive of all taxes, including, without limitation,
any income taxes and Excise Tax imposed on the Additional Payment, Executive retains an
amount of the Additional Payment equal to the Excise Tax imposed on the Payments. Such
determinations shall be made by the Companys independent certified public accountants. The
parties intend and agree that the payment deadline specified above in this Section 4 is not to be extended as a result of the following
sentence which is included solely for the purpose of complying with Section 409A. The
Company shall make a payment to reimburse Executive in an amount equal to all federal,
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state and local taxes imposed upon Executive that are described in this Section 4, including the
amount of additional taxes imposed upon Executive due to the Companys payment of the
initial taxes on such amounts, by the end of Executives taxable year next following
Executives taxable year in which Executive remits the related taxes to the taxing
authority.5.
    
    Disputed Payments and Failures to Pay.If the Company fails to make a payment in whole or in part as of the payment deadline
specified in this Agreement, either intentionally or unintentionally, other than with the
consent of Executive, Executive shall make prompt and reasonable good faith efforts to
collect the remaining portion of the payment. The Company shall pay any such unpaid
benefits due to Executive, together with interest on the unpaid benefits from the date of
the payment deadline specified in this Agreement at 120 percent of the rate specified in
section 1274(b)(2)(B) of the Code within ten (10) business days of discovering that the
additional monies are due and payable.6.
    
    No Mitigation.Executive shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise nor, except as provided in Sections 3C
and 3D, shall the amount of any payment or benefit provided for in this Agreement be reduced
as the result of employment by another employer or self-employment, by offset against any
amount claimed to be owed by Executive to the Company or otherwise, except that any
severance payments or benefits that Executive is entitled to receive pursuant to a Company
severance plan or program for employees in general shall reduce the amount of payments and
benefits otherwise payable or to be provided to Executive under this Agreement.
Notwithstanding the foregoing, there shall be no such reduction to the extent that such
reduction would result in an acceleration of payment of nonqualified deferred compensation
that is prohibited under Section 409A.7.
    
    Successor Agreement.The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly in writing on or prior to the effective date of such succession
and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no succession had taken place. Failure of the
successor to so assume as provided herein shall constitute a breach of this Agreement and
entitle Executive to the payments and benefits hereunder as if triggered by a termination of
Executive by the Company other than for Cause on the date of such succession.8.
    
    Indemnity.In any situation where under applicable law the Company has the power to indemnify, advance
expenses to and defend Executive in respect of any judgments, fines, settlements, loss, cost
or expense (including attorneys fees) of any nature related to or
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arising out of Executives
activities as an agent, employee, officer or director of the Company or in any other
capacity on behalf of or at the request of the Company, then the Company shall promptly on
written request, fully indemnify Executive, advance expenses (including attorneys fees) to
Executive and defend Executive to the fullest extent permitted by applicable law, including
but not limited to making such findings and determinations and taking any and all such
actions as the Company may, under applicable law, be permitted to have the discretion to
take so as to effectuate such indemnification, advancement or defense. Such agreement by
the Company shall not be deemed to impair any other obligation of the Company respecting
Executives indemnification or defense otherwise arising out of this or any other agreement
or promise of the Company under any statute. Payments made pursuant to this Section 8 shall
be made within ten (10) business days after delivery of Executives written request for
payment accompanied with such evidence of fees and expenses incurred as the Company may
reasonably require. The parties intend and agree that the foregoing ten (10) business day
deadline is not to be extended as a result of the following sentence which is included
solely for the purpose of complying with Section 409A. The Company shall make a payment to
reimburse Executive pursuant to this Section 8 by the end of Executives taxable year
following Executives taxable year in which the legal fees or expenses were incurred by
Executive. The legal fees or expenses that are subject to reimbursement pursuant to this
Section 8 shall not be limited as a result of when the fees or expenses are incurred. The
amount of legal fees or expenses that is eligible for reimbursement pursuant to this Section
8 during a given taxable year of Executive shall not affect the amount of expenses eligible
for reimbursement in any other taxable year of Executive. The right to reimbursement
pursuant to this Section 8 is not subject to liquidation or exchange for another benefit.
Notwithstanding any provision of this Agreement to the contrary, if Executive is a Specified
Employee, any amount to which Executive would otherwise be entitled under this Section 8
during the first six months following the date of Executives Separation From Service shall
be accumulated and paid to Executive on the date that is six months following the date of
his Separation From Service.9.
    
    Notices.All notices and other communications hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed, in either case, to the Companys headquarters or to
such other address as either party shall have furnished to the other in writing in
accordance herewith. Notices and communications shall be effective when actually received
by the addressee.10.
    
    Arbitration.Any dispute about the validity, interpretation, effect or alleged violation of this
Agreement (an arbitrable dispute) must be submitted to confidential arbitration in
Houston, Texas. Arbitration shall take place before an experienced employment arbitrator
licensed to practice law in such state and selected in accordance with the Model Employment
Arbitration Procedures of the American Arbitration Association. Arbitration shall be the
exclusive remedy of any arbitrable dispute. The Company shall bear all fees, costs and
expenses of arbitration, including its own, those of the arbitrator
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and those of Executive
unless the arbitrator provides otherwise with respect to the fees, costs and expenses of
Executive; in no event shall Executive be chargeable with the fees, costs and expenses of
the Company or the arbitrator. Should any party to this Agreement pursue any arbitrable
dispute by any method other than arbitration, the other party shall be entitled to recover
from the party initiating the use of such method all damages, costs, expenses and attorneys
fees incurred as a result of the use of such method. Notwithstanding anything herein to the
contrary, nothing in this Agreement shall purport to waive or in any way limit the right of
any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of
competent jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts in Houston, Texas, for the purposes of any proceeding
arising out of this Agreement.11.
    
    Governing Law.This Agreement will be governed by and construed in accordance with the laws of the State of
Texas without regard to conflicts of law principles.12.
    
    Entire Agreement.This Agreement is an integration of the parties agreement and no agreement or
representatives, oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not set forth expressly in this Agreement.13.
    
    Severability.The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, which shall remain in
full force and effect.14.
    
    Amendment and Waivers.No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing and signed by Executive and such member of
the Board as may be specifically authorized by the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or in compliance with, any condition
or provision of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time.15.
    
    Rights to Value of Certain Overriding Royalty Interests.Executive acknowledges and agrees that upon a change of control (as defined in the Newfield
Exploration Company Second Amended and Restated 2003 Incentive Compensation Plan (the
ICP)) (A) the ICP will terminate and (B) Executive will have no further rights with
respect to the ICP or the Newfield Employee 1993 Incentive Compensation Plan (as amended,
the 1993 Plan) except for the right to receive
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payments with respect to outstanding
Deferred Awards (as defined in the ICP) and outstanding Deferred Incentive Compensation
Awards (as defined in the 1993 Plan).16.
    
    Compliance with Section 409A.The Company and Executive intend that this Agreement by its terms and in operation meet the
requirements of Section 409A so that compensation deferred under this Agreement (and
applicable investment earnings) shall not be subject to tax under Section 409A. Any
ambiguities in this Agreement shall be construed to effect this intent. If any provision of
this Agreement is found to be in violation of Section 409A, then such provision shall be
deemed to be modified or restricted to the extent and in the manner necessary to render such
provision in conformity with Section 409A, or shall be deemed excised from this Agreement,
and this Agreement shall be construed and enforced to the maximum extent permitted by
Section 409A as if such provision had been originally incorporated in this Agreement as so
modified or restricted, or as if such provision had not been originally incorporated in this
Agreement, as the case may be.
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IN WITNESS WHEREOF,
 NEWFIELD EXPLORATION COMPANYBy:Name:Title:EXECUTIVE 11




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EXHIBIT A
  
  1.
    
    Termination. Executives employment with Newfield will be terminated effective
. Executive acknowledges and agrees that he has no authority to act for, and will
not act for, Newfield in any capacity on or after the date on which he is terminated.
Executive may not execute this Agreement and Release until on or after the date on which
Executives employment is terminated.2.
    
    Consideration. After Executive signs and returns this Agreement and Release,
Newfield will provide Executive with a severance payment at the time and in the amount set
forth in Section 3 of that certain Amended and Restated Change of Control Severance Agreement
entered into between Executive and Newfield (the Severance Agreement) which is attached
hereto and made a part of this Agreement and Release for all purposes. This Agreement and
Release is entered into by Executive in return for Newfields promises herein and in the
Severance Agreement to provide the severance payment and other benefits to Executive as
provided in the Severance Agreement, which Executive acknowledges and agrees to be good and
sufficient consideration to which Executive is not otherwise entitled.3.
    
    Prior Rights and Obligations. Except as herein set forth, this Agreement and Release
extinguishes all rights, if any, which Executive may have, and obligations, if any, Newfield
may have, contractual or otherwise, relating to the employment or termination of employment of
Executive with Newfield or any of the other Newfield Parties (as defined in Paragraph 7 below)
including without limitation, all rights or benefits he may have under any employment
contract, incentive compensation plan, bonus plan or stock option plan with any Newfield
Party.4.
    
    Company Assets. Executive hereby represents and warrants that he has no claim or
right, title or interest in any property designated on any Newfield Partys books as property
or assets of any of the Newfield Parties. Promptly after the effective date of his
resignation, Executive shall deliver to Newfield any such property in his possession or
control, including, if applicable and without limitation, his personal computer, cellular
telephone, keys and credit cards furnished by any Newfield Party for his use.5.
    
    Proprietary and Confidential Information. Executive agrees and acknowledges that the
Newfield Parties have developed and own valuable Proprietary and Confidential Information
which constitutes valuable and unique property including, without limitation, concepts, ideas,
plans, strategies, analyses, surveys, and proprietary information related to the past, present
or anticipated business of the various Newfield
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Parties. Except as may be required by law, Executive agrees that he will not at any time
disclose to others, permit to be disclosed, use, permit to be used, copy or permit to be
copied, any such Proprietary and Confidential Information (whether or not developed by
Executive) without Newfields prior written consent. Except as may be required by law,
Executive further agrees to maintain in confidence any Proprietary and Confidential
Information of third parties received or of which he has knowledge as a result of his
employment with Newfield or any Newfield Party.6.
    
    Cooperation. Executive shall cooperate with the Newfield Parties to the extent
reasonably required in all matters relating to his employment or the winding up of his pending
work on behalf of any Newfield Party and the orderly transfer of any such pending work as
designated by Newfield. This obligation of cooperation shall continue indefinitely subject to
Executives reasonable availability and shall include, without limitation, assisting Newfield
and its counsel in preparing and defending against any claims which may be brought against
Newfield or any Newfield Party or responding to any inquiry by any governmental agency or
stock exchange. Newfields requests for Executives cooperation as may be required from time
to time shall be as commercially reasonable and Executive agrees that he shall be commercially
reasonable in providing such cooperation, taking into account the needs of the Newfield
Parties and the position he may have with another employer at the time such cooperation is
required. Executive shall take such further action and execute such further documents as may
be reasonably necessary or appropriate in order to carry out the provisions and purposes of
this Agreement and Release.7.
    
    Newfield Parties. Executive agrees that Newfield, its parent, sister, affiliated and
subsidiary companies, past and present, and their respective employees, officers, directors,
stockholders, agents, representatives, partners, predecessors and successors, past or present,
and all benefit plans sponsored by any of them, past or present, shall be defined
collectively, including Newfield, as the Newfield Parties and each of them, corporate or
individual, individually as a Newfield Party.8.
    
    Executives Warranty and Representation. Executive represents, warrants and agrees
that he has not filed any claims, appeals, complaints, charges or lawsuits against any of the
Newfield Parties with any governmental agency or court. Executive also represents, warrants
and agrees that, except as prohibited by law, he will not file or permit to be filed or accept
benefit from any claim, complaint or petition filed with any court by him or on his behalf at
any time hereafter; provided, however, this shall not limit Executive from filing a Demand for
Arbitration for the sole purpose of enforcing his rights under this Agreement and Release.
Further, Executive represents and warrants that no other person or entity has any interest or
assignment of any claims or causes of action, if any, he may have against any Newfield Party,
which have been satisfied fully by this Agreement and Release and which he now releases in
their entirety, and that he has not sold, assigned, transferred, conveyed or otherwise
disposed of any of the claims, demands, obligations, or causes of action referred to in this
Agreement and Release, and that he has the sole right and exclusive authority to execute this
Agreement and Release and receive the consideration provided.
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9.
    
    Release. Executive agrees to release, acquit and discharge and does hereby release,
acquit and discharge the Newfield Parties, individually and collectively, from any and all
claims and from any and all causes of action against any of the Newfield Parties, of any kind
or character, whether now known or not known, he may have against any such Newfield Party
including, but not limited to, any claim for salary, benefits, expenses, costs, damages,
compensation, remuneration or wages; and all claims or causes of action arising from his
employment, termination of employment, or any alleged discriminatory employment practices,
including but not limited to any and all claims or causes of action arising under the Age
Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq, Title VII of the Civil
Rights Act of 1964, as amended, the Americans With Disabilities Act, 42 U.S.C. § 1981, the
Employee Retirement Income Security Act, the Family and Medical Leave Act, the Texas
Commission on Human Rights Act, and any other federal, state or local laws, whether statutory
or common, contract or tort. This release also applies to any claims brought by any person or
agency or class action under which Executive may have a right or benefit.10.
    
    No Admissions. Executive expressly understands and agrees that the terms of this
Agreement and Release are contractual and not merely recitals and that this Agreement and
Release does not constitute evidence of unlawful conduct or wrongdoing by Newfield. By his
execution of this Agreement and Release, Executive acknowledges and agrees that (i) he knows
of no act, event, or omission by any Newfield Party which is unlawful or violates any law,
governmental rule or regulation, or any rule or regulation of any stock exchange, (ii) he has
not committed, during his employment with Newfield or any Newfield Party, any act which is
unlawful or which violates any governmental rule or regulation or any rule or regulation of
any stock exchange, (iii) he has not requested any Newfield Party to commit any unlawful act
or violate any governmental rule or regulation or any rule or regulation of any stock
exchange, and (iv) neither he nor any other person employed by or contracting with any
Newfield Party has been subjected to any adverse action because any such person refused to
commit any unlawful act or violate any governmental rule or regulation or any rule or
regulation of any stock exchange.11.
    
    Enforcement of Agreement and Release. No waiver or non-action with respect to any
breach by the other party of any provision of this Agreement and Release, nor the waiver or
non-action with respect to any breach of the provisions of similar agreements with other
employees shall be construed to be a waiver of any succeeding breach of such provision, or as
a waiver of the provision itself. Should any provisions hereof be held to be invalid or
wholly or partially unenforceable, such provisions shall be revised and reduced in scope so as
to be valid and enforceable.12.
    
    Choice of Law. This Agreement and Release shall be governed by and construed and
enforced, in all respects, in accordance with the law of the State of Texas without regard to
the principles of conflict of law except as preempted by federal law.13.
    
    Merger. This Agreement and Release supersedes, replaces and merges all previous
agreements and discussions relating to the same or similar subject matters between Executive
and Newfield and constitutes the entire agreement between Executive and
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Newfield with respect to the subject matter of this Agreement and Release. This Agreement
and Release may not be changed or terminated orally, and no change, termination or waiver of
this Agreement and Release or any of the provisions herein contained shall be binding unless
made in writing and signed by all parties, and in the case of Newfield, by an authorized
officer.14.
    
    No Derogatory Comments. Except as required by judicial process or governmental rule
or regulation, Executive shall refrain from making public or private comments relating to any
Newfield Party which are derogatory or which may tend to injure any such party in such partys
business, public or private affairs.15.
    
    Confidentiality. Executive agrees that he will not disclose the terms of this
Agreement and Release or the consideration received from Newfield to any other person, except
his attorney or financial advisors and only on the condition that they keep such information
strictly confidential; provided, however, that the foregoing obligation of confidence shall
not apply to information that is required to be disclosed by any applicable law, rule or
regulation of any governmental authority.16.
    
    Rights Under the Older Worker Benefit Protection Act and the Age Discrimination and
Employment Act. Executive acknowledges and agrees:
 16.1
    
    that he has at least forty-five days to review this Agreement and Release,
along with the demographic information attached hereto as Attachment 1;16.2
    
    that he has been advised in writing to consult with an attorney regarding the
terms of this Agreement and Release prior to executing this Agreement and Release;16.3
    
    that, if he executes this Agreement and Release, he has seven days following
the execution of this Agreement and Release to revoke this Agreement and Release, by
submitting, in writing, notice of such revocation to Newfield;16.4
    
    that this Agreement and Release shall not become effective or enforceable until
the revocation period has expired;16.5
    
    that he does not, by the terms of this Agreement and Release, waive claims or
rights that may arise after the date he executes this Agreement and Release;16.6
    
    that he is receiving, pursuant to this Agreement and Release, consideration in
addition to anything of value to which he is already entitled; and16.7
    
    that this Agreement and Release is written in such a manner that he understands
his rights and obligations.
 17.
    
    Agreement and Release Voluntary. Executive acknowledges and agrees that he has
carefully read this Agreement and Release and understands that it is a release of all claims,
known and unknown, past or present including all claims under the Age Discrimination in
Employment Act. He further agrees that he has entered into this Agreement and Release for the
above stated consideration. He warrants that he is fully
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competent to execute this Agreement and Release which he understands to be contractual. He
further acknowledges that he executes this Agreement and Release of his own free will, after
having a reasonable period of time to review, study and deliberate regarding its meaning and
effect, and after being advised to consult an attorney, and without reliance on any
representation of any kind or character not expressly set forth herein. Finally, he
executes this Agreement and Release fully knowing its effect and voluntarily for the
consideration stated above.
 18.
    
    Notices. Any notices required or permitted to be given under this Agreement and
Release shall be properly made if delivered in the case of Newfield to:
 
   
 
 
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Date
    
    EXECUTIVEDate
    
    NEWFIELD EXPLORATION COMPANYBy:Name:Title:
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