Exhibit
10.31
 THIRD AMENDED AND RESTATED
CHANGE OF CONTROL SEVERANCE AGREEMENT
 
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1.
    
    Term of Agreement.
 A.
    
    The term of this Agreement (the Term) shall commence on the
Effective Date and shall continue in effect through the third anniversary of
the Effective Date; provided, however,commencing on the first day following
the Effective Date and on each day thereafter, the Term of this Agreement shall
automatically be extended for one additional day unless the Board shall give
written notice to Executive that the Term shall cease to be so extended in
which event the Agreement shall terminate on the third anniversary of the date
such notice is given.B.
    
    Notwithstanding anything in this Agreement to the contrary, if
a Change of Control occurs during the Term of this Agreement, the Term shall
automatically be extended for the 36-month period following the date of the
Change of Control; provided, however,that in no event shall such extension of
the Term expire prior to the end of the 30-day period described in Section 2E
below, if applicable.




---



##### 



C.
    
    Termination of this Agreement shall not alter or impair any
rights of Executive arising hereunder on or before such termination.
 2.
    
    Certain Definitions.
 A.
    
    Bonus shall mean an amount equal to one-half of the
total of all cash bonuses (whether paid or deferred) awarded to Executive by
the Company with respect to (i) the two most recent calendar years ending prior
to Executives termination of employment or (ii) if greater, the two most
recent calendar years ending prior to the Change of Control.B.
    
    Cause shall mean:
 (i)
    
    the willful and continued failure by Executive
to substantially perform Executives duties with the Company (other
than any such failure resulting from Executives incapacity due to
physical or mental illness);(ii)
    
    Executives conviction of or plea of nolo
contendreto a felony or a misdemeanor involving moral turpitude;(iii)
    
    Executive willfully engages in gross
misconduct materially and demonstrably injurious to the Company;(iv)
    
    Executives material violation of any material
policy of the Company; or(v)
    
    Executives having been the subject of any
order, judicial or administrative, obtained or issued by the Securities
and Exchange Commission, for any securities violation involving fraud.
 For purposes of clause (i) of this definition, no act, or failure to act, on
Executives part shall be deemed willful unless done, or omitted to be
done, by Executive not in good faith and without reasonable belief that
Executives act, or failure to act, was in the best interest of the Company.
The determination of whether Cause exists must be made by a resolution duly
adopted by the affirmative vote of a majority of the entire membership of
the Board at a meeting of the Board that was called for the purpose of
considering such termination (after 10 days notice to Executive and an
opportunity for Executive, together with Executives counsel, to be heard
before the Board and, if possible, to cure the breach that was the alleged
basis for Cause prior to the meeting of the Board) finding that, in the good
faith opinion of the Board, Executive was guilty of conduct constituting
Cause and specifying the particulars thereof in detail.
 2




---



##### 



C.
    
    Change of Control shall mean the occurrence of any of
the following:
 (i)
    
    the Company is not the surviving Person (as
such term is defined below) in any merger, consolidation or other
reorganization (or survives only as a subsidiary of another Person);(ii)
    
    the consummation of a merger or consolidation
of the Company with another Person pursuant to which less than 50% of
the outstanding voting securities of the surviving or resulting
corporation are issued in respect of the capital stock of the Company;(iii)
    
    the Company sells, leases or exchanges all or
substantially all of its assets to any other Person;(iv)
    
    the Company is to be dissolved and liquidated;(v)
    
    any Person, including a group as contemplated
by Section13(d)(3) of the Securities Exchange Act of 1934, acquires or
gains ownership or control (including the power to vote) of more than
50% of the outstanding shares of the Companys voting stock (based upon
voting power); or(vi)
    
    as a result of or in connection with a
contested election of directors, the Persons who were directors of the
Company before such election cease to constitute a majority of the
Board.
 Notwithstanding the foregoing, the definition of Change of Control shall
not include (a) any merger, consolidation, reorganization, sale, lease,
exchange, or similar transaction involving solely the Company and one or
more Persons that were wholly owned, directly or indirectly, by the Company
immediately prior to such event or (b) any event that is not a change in
control for purposes of Section 409A. For purposes of this definition,
Person shall mean any individual, partnership, corporation, limited
liability company, trust, incorporated or unincorporated organization or
association or other legal entity of any kind.D.
    
    Code shall mean the Internal Revenue Code of 1986, as
amended.E.
    
    Good Reason shall mean:
 (i)
    
    a material reduction in Executives authority,
duties, titles, status or responsibilities from those in effect
immediately prior to the Change of Control or the assignment to
Executive of duties or responsibilities inconsistent in any material
respect from those of Executive in effect immediately prior to the
Change of Control;(ii)
    
    any reduction in Executives annual rate of
base salary;
 3




---



##### 



(iii)
    
    any failure by the Company to provide
Executive with a combined total of annual base salary and annual bonus
compensation at a level at least equal to the combined total of
Executives annual rate of base salary with the Company in effect
immediately prior to the Change of Control and one-half of the total of
all cash bonuses (whether paid or deferred) awarded to Executive by the
Company with respect to the two most recent calendar years ending prior
to the Change of Control, with a failure being deemed to have occurred
in the event that payments are made to Executive in a form other than
cash, base salary is deferred at other than Executives election, bonus
compensation is not awarded within two and one-half months following
the end of the calendar year to which it relates, bonus compensation is
deferred at other than Executives election at a rate in excess of the
average ratio of deferred bonuses to currently paid bonuses awarded to
Executive with respect to the two most recent calendar years ending
prior to the Change of Control, or bonus compensation is deferred at
other than Executives election in a manner that is not substantially
similar in terms of Executives vested rights and timing of payments to
the manner in which deferred bonuses were awarded to Executive with
respect to the two most recent calendar years ending prior to the
Change of Control;(iv)
    
    the Company fails to obtain a written agreement
from any successor or assigns of the Company to assume and perform this
Agreement as provided in Section 7 hereof; or(v)
    
    the relocation of the Companys principal
executive offices by more than 50 miles from where such offices were
located immediately prior to the Change of Control or Executive is
based at any office other than the principal executive offices of the
Company, except for travel reasonably required in the performance of
Executives duties and reasonably consistent with Executives travel
prior to the Change of Control.
 Unless Executive terminates his employment upon or within 30 days following
the later of an act or omission to act by the Company constituting a Good
Reason hereunder, Executives continued employment thereafter shall
constitute Executives consent to, and a waiver of Executives rights with
respect to, such act or failure to act. Executives right to terminate
Executives employment for Good Reason shall not be affected by Executives
incapacity due to physical or mental illness. Executives determination
that an act or failure to act constitutes Good Reason shall be presumed to
be valid unless such determination is deemed by an arbitrator to be
unreasonable and not to have been made in good faith by Executive.
 4




---



##### 



F.
    
    Protected Period shall mean the 36-month period
beginning on the effective date of a Change of Control; provided, however,that
in no event shall such period expire prior to the end of the 30-day period
described in Section 2E above, if applicable.G.
    
    Release shall mean a comprehensive release and waiver
agreement in substantially the same form as that attached hereto as Exhibit A.H.
    
    Section 409A means section 409A of the Code and the
Department of Treasury rules and regulations issued thereunder.I.
    
    Separation From Service has the meaning ascribed to
that term in Section 409A.J.
    
    Specified Employee means a person who is, as of the
date of the persons Separation From Service, a specified employee within the
meaning of Section 409A, taking into account the elections made and procedures
established in resolutions adopted by the Compensation & Management Development
Committee of the Board.K.
    
    Termination Base Salary shall mean Executives annual
base salary with the Company at the rate in effect immediately prior to the
Change of Control or, if a greater amount, Executives annual base salary at
the rate in effect at any time thereafter.
 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 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 3A, 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 three 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
 5




---



##### 



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 thirty 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.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 second taxable year of Executive following the taxable year of Executive
during which he 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
 6




---



##### 



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, 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
 7




---



##### 



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 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
 8




---



##### 



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 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
 9




---



##### 



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 payments with
respect to outstanding Deferred Awards (as defined in the ICP) and outstanding
Deferred Incentive Compensation Awards (as defined in the 1993 Plan).
 10




---



##### 



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.
 11




---



##### 



IN WITNESS WHEREOF
 NEWFIELD EXPLORATION COMPANYBy:Name:Title:EXECUTIVE 12




---



##### 



EXHIBIT A
 AGREEMENT AND RELEASE
 
  Termination
 Consideration
 Prior Rights and Obligations
 Company Assets
 Proprietary and Confidential Information
 A-1




---



##### 



Cooperation
 Newfield Parties
 Executives Warranty and Representation
 Release
 A-2




---



##### 



No Admissions
 Enforcement of Agreement and Release
 Choice of Law
 Merger
 No Derogatory Comments
 A-3




---



##### 



Confidentiality
 Rights Under the Older Worker Benefit Protection Act and the Age Discrimination and
Employment Act
        Agreement and Release Voluntary
 A-4




---



##### 



Notices
 
   
 
 [SIGNATURE PAGE FOLLOWS]
 A-5




---



##### 



Date
    
    EXECUTIVEDate
    
    NEWFIELD EXPLORATION COMPANYBy:Name:Title:
 A-6