Exhibit 10.27
 THIRD AMENDED AND RESTATED
NEWFIELD EXPLORATION COMPANY
CHANGE OF CONTROL SEVERANCE PLAN
 WHEREAS Company Plan
 WHEREAS
 NOW, THEREFORE
 I. INTRODUCTION
  II. DEFINITIONS AND CONSTRUCTION
 Definitions
 Board
 Cause nolo contendre
 Change of Control




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Code
 Committee
 Company
 Covered Employee
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Employer
 Good Reason
    -3-




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Involuntary Termination
    -4-




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Plan
 Release
 Section 409A
 Separation From Service
 Specified Employee
 Severance Factor multiplied by multiplied by
 Weekly Compensation
     -5-




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divided by
  Years of Service
 Number and Gender
 Headings
 III. SEVERANCE BENEFITS
 Severance Benefits
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Parachute Payments
 -7-




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Coordination with Certain Other Agreements . provided, however
 No Mitigation .
 Severance Pay Plan Limitation .
 IV. ADMINISTRATION OF PLAN
 Appointment of Committee .
 Proceedings and Meetings; Self-Interest of Members .
 -8-




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Committees Powers and Duties .
         Indemnification of Committee . Covered Expenses
 -9-




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Compensation, Bond and Expenses .
 Claims Procedures .
 V. GENERAL PROVISIONS
 Other Participating Employers
 Termination and Amendment
 -10-




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Funding; Cost of Plan .
 Plan Year .
 Nonalienation .
 Not Contract of Employment
 Indemnification
 -11-




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Payment Obligations Absolute
 Withholding
 Severability
 Effect of Plan
 Disputed Payments and Failures to Pay
 Compliance With Section 409A .
 -12-




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EXHIBIT A
TO THIRD AMENDED AND RESTATED NEWFIELD EXPLORATION COMPANY
CHANGE OF CONTROL SEVERANCE PLAN
 CLAIMS PROCEDURES
    (a)
    
    Adverse Benefit Determination: Any denial, reduction or termination of
or failure to provide or make payment (in whole or in part) of a Plan benefit,
including any denial, reduction, termination or failure to provide or make payment that
is based on a determination of a Claimants eligibility to participate in the Plan.
Further, any invalidation of a claim for failure to furnish written proof of loss or to
comply with the claim submission procedure will be treated as an Adverse Benefit
Determination.(b)
    
    Benefits Administrator: The person or office to whom the Committee has
delegated day-to-day Plan administration responsibilities and who, pursuant to such
delegation, processes Plan benefit claims in the ordinary course.(c)
    
    Claimant: An individual or an authorized representative of such
individual who has filed or desires to file a claim for a benefit or an increased
benefit under the Plan.(d)
    
    ERISA: The Employee Retirement Income Security Act of 1974, as amended.
   A-1




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(a)
    
    All materials submitted to the Benefits Administrator by the
Claimant in connection with the claim;(b)
    
    A written description of why the Benefits Administrator was of
the view that the Claimants right to the benefit, payable at the time or times
and in the form requested, was not clear;(c)
    
    A description of all Plan provisions pertaining to the benefit
claim;(d)
    
    Where appropriate, a summary as to whether such Plan provisions
have in the past been consistently applied with respect to other similarly
situated Claimants; and(e)
    
    Such other information as may be helpful or relevant to the
Committee in its consideration of the claim.
  A-2




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(a)
    
    State the specific reason or reasons for the Adverse Benefit Determination;(b)
    
    Provide specific reference to pertinent Plan provisions on which the Adverse
Benefit Determination is based;(c)
    
    Describe any additional material or information necessary for the Claimant to
perfect the claim and explain why such material or information is necessary; and(d)
    
    Describe the Plans review procedures and the time limits applicable to such
procedures, including a statement of the Claimants right to bring a civil action under
section 502(a) of ERISA following an Adverse Benefit Determination on review.
   (a)
    
    The Claimant must submit a written request for such review to the Committee not
later than 60 days following receipt by the Claimant of the Adverse Benefit
Determination notification;(b)
    
    The Claimant shall have the opportunity to submit written comments, documents,
records, and other information relating to the claim for benefits to the Committee;(c)
    
    The Claimant shall have the right to have all comments, documents, records, and
other information relating to the claim for benefits that have been submitted by the
Claimant considered on review without regard to whether such comments, documents,
records or information were considered in the initial benefit determination; and(d)
    
    The Claimant shall have reasonable access to, and copies of, all documents,
records, and other information relevant to the claim for benefits free of charge upon
request, including (i) documents, records or other information relied upon for the
benefit determination, (ii) documents, records or other information submitted,
considered or generated without regard to whether such documents,
 A-3




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records or other information were relied upon in making the benefit determination,
and (iii) documents, records or other information that demonstrates compliance with
the standard claims procedure.
    (a)
    
    State the specific reason or reasons for the Adverse Benefit Determination;(b)
    
    Provide specific reference to pertinent Plan provisions on which the Adverse
Benefit Determination is based;(c)
    
    State that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the Claimants claim for benefits, including (i) documents,
records or other information relied upon for the benefit determination, (ii) documents,
records or other information submitted, considered or generated without regard to
whether such documents, records or other information were relied upon in making the
benefit determination, and (iii) documents, records or other information that
demonstrates compliance with the standard claims procedure; and(d)
    
    Describe the Claimants right to bring an action under section 502(a) of ERISA.
  A-4




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A-5




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EXHIBIT B
TO THIRD AMENDED AND RESTATED NEWFIELD EXPLORATION COMPANY
CHANGE OF CONTROL SEVERANCE PLAN
 
   Termination
 Consideration
 Prior Rights and Obligations
 Company Assets
 Proprietary and Confidential Information
 B-1




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Cooperation
 Newfield Parties
 Employees Warranty and Representation
 B-2




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Release
 No Admissions
 Enforcement of Agreement and Release
 Choice of Law
 B-3




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Merger
 No Derogatory Comments
 Confidentiality
 Rights Under the Older Worker Benefit Protection Act and the Age Discrimination and
Employment Act
        Agreement and Release Voluntary
 B-4




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Notices
 
   
 
 
 [SIGNATURE PAGE FOLLOWS]
 B-5




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Date
    

EMPLOYEEDate
    
    NEWFIELD EXPLORATION COMPANYBy:Name:Title:
 B-6




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Termination
 Consideration
 Prior Rights and Obligations
 Company Assets
 Proprietary and Confidential Information
 B-7




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Cooperation
 Newfield Parties
 Employees Warranty and Representation
 Release
 B-8




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No Admissions
 Enforcement of Agreement and Release
 Choice of Law
 Merger
 B-9




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No Derogatory Comments
 Confidentiality
 Agreement and Release Voluntary
 Notices
 
  
 
 
 [SIGNATURE PAGE FOLLOWS]
 B-10




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Date
    

EMPLOYEEDate
    
    NEWFIELD EXPLORATION COMPANYBy:Name:Title:
 B-11