THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Newfield Exploration Company (NFX)

3/16/2006 Proxy Information

Philip J. Burguieres, one of our directors, also is a director of JPMorgan Chase – Houston. Affiliates of JPMorgan Chase – Houston are the agent and a lender under our revolving credit facility. We also are parties to commodity and interest rate hedge agreements with affiliates of JPMorgan Chase – Houston.

In December 2005, we entered into a prospect generation agreement with a private equity fund and an investment vehicle formed and wholly owned by the fund (DBV). Howard H. Newman, one of our directors, is a Vice Chairman and Senior Advisor of Warburg Pincus LLC, the manager of the fund.

The purpose of the prospect generation agreement is to identify oil and gas prospects in mutually acceptable deepwater (200 meters or deeper) offshore basins by using controlled source electromagnetic technology (CSEM). The Gulf of Mexico, the U.K. North Sea and basins offshore Brazil and Malaysia are excluded from the agreement. Under the agreement, we will provide prospect generation services for three years and DBV will reimburse us for 50% of the costs (including allocated overhead) we incur in providing the services up to a maximum of $20 million (DBV’s commitment is $10 million). Generally, we must offer DBV the opportunity to invest in all projects within the covered area. However, neither party has any obligation to proceed beyond the identification of projects. Newfield will own 662/3% and DBV will own 331/3% of any projects that are captured under this arrangement.

We agreed, to the extent practicable, to give ElectroMagnetic GeoServices AS (EMGS), a leading provider of surveys utilizing CSEM, the opportunity to bid on all CSEM surveys obtained under our arrangement with WPD. Affiliates of Warburg Pincus LLC own a majority of the outstanding shares and Thomas G. Ricks, one of our directors, is a shareholder of EMGS.

During 2005, we expended approximately $48,000 to provide prospect generation services under the agreement.

3/25/2005 Proxy Information

Philip J. Burguieres, a director of our Company, also is a director of JPMorgan Chase-Houston. Affiliates of JPMorgan Chase-Houston are the agent and a lender under our revolving credit facility. We also are parties to commodity and interest rate hedge agreements with affiliates of JPMorgan Chase-Houston.

David A. Trice, our Chairman, President and Chief Executive Officer, is a minority owner of Huffco International L.L.C. In May 1997, prior to Mr. Trice rejoining us as an executive officer, we acquired from Huffco an entity now known as Newfield China, LDC, the owner of a 35% interest (subject to a 51% reversionary interest held by the Chinese government) in a production sharing contract area, referred to as “Block 05/36,” in Bohai Bay, offshore China. Huffco retained preferred shares of Newfield China that provide for an aggregate dividend equal to 10% of the excess of proceeds received by Newfield China from the sale of oil, gas and other minerals over all costs incurred with respect to exploration and production in Block 05/36, plus the cash purchase price we paid Huffco for Newfield China ($6.2 million). At December 31, 2004, Newfield China had approximately $44.7 million in unrecovered costs and no revenue and, as a result, no dividends have been paid to date on its preferred shares.

3/26/2004 Proxy Information

Three private equity funds (the WP funds) managed by Warburg Pincus LLC (WP LLC) held all of the outstanding preferred stock of EEX Corporation prior to our acquisition of EEX in November 2002 and received an aggregate of 4,700,000 shares of our common stock in exchange for their EEX preferred stock in the acquisition. Concurrently with the execution of the merger agreement to acquire EEX, we entered into a registration rights agreement and a voting agreement with the WP funds. Pursuant to the registration rights agreement, we filed a shelf registration statement under the Securities Act to register the reoffer and resale of the shares of our common stock received by the WP funds in the acquisition. We are required to maintain the effectiveness of the registration statement until all of the shares of our common stock received by the WP funds in the acquisition have been sold or until such time as such shares are eligible for resale under Rule 144(k) of the Securities Act. In addition, if we propose to file a registration statement or a prospectus supplement to an already effective shelf registration statement with respect to an underwritten public offering of our common stock, the WP funds have the right to include their shares of our common stock in the registration, subject to certain limitations. We also agreed to provide customary indemnification and contribution for the benefit of the WP funds.

The sole general partner of each of the WP funds is Warburg, Pincus & Co. (WP & Co.). Howard H. Newman, one of our directors, is a general partner of WP & Co. and a Vice Chairman, Managing Director and member of WP LLC. Three private equity funds (the WP funds) managed by Warburg Pincus LLC (WP LLC) held all of the outstanding preferred stock of EEX Corporation prior to our acquisition of EEX in November 2002 and received an aggregate of 4,700,000 shares of our common stock in exchange for their EEX preferred stock in the acquisition.

Ms. Huffington is a principal owner of Huffco International L.L.C. and David A. Trice, our President and Chief Executive Officer, is a minority owner of Huffco. In May 1997, prior to Ms. Huffington and Mr. Trice becoming affiliated with us, we acquired from Huffco an entity now known as Newfield China, LDC, the owner of a 35% interest (subject to a 51% reversionary interest held by the Chinese government) in a production sharing contract area, referred to as “Block 05/36,” in the Bohai Bay, offshore China. Huffco retained preferred shares of Newfield China that provide for an aggregate dividend equal to 10% of the excess of proceeds received by Newfield China from the sale of oil, gas and other minerals over all costs incurred with respect to exploration and production in Block 05 /36, plus the cash purchase price we paid Huffco for Newfield China ($6.2 million). At December 31, 2003, Newfield China had approximately $42 million in unrecovered costs, no proved reserves and no revenue and, as a result, no dividends have been paid to date on its preferred shares

Philip J. Burguieres, a director of our company, also is a director of JPMorgan Chase Texas. Affiliates of JPMorgan Chase Texas are the agent and a lender under our revolving credit facility. We also are parties to commodity and interest rate hedge agreements with affiliates of JPMorgan Chase Texas.

Joe B. Foster served as Chief Executive Officer of Newfield Exploration Company from 1989 to January 2000 and as President from 1989 to May 1999.

3/31/2003 Proxy Information

Prior to our acquisition of Lariat Petroleum in January 2001, Warburg, Pincus Ventures, L.P. (WPV) owned approximately 88% of the outstanding capital stock of Lariat on a fully diluted basis. In the acquisition, WPV received cash and 1,864,735 shares of our common stock for its Lariat stock. In connection with the acquisition, we entered into a registration rights agreement with the former stockholders of Lariat that received our common stock in the acquisition, including WPV. Pursuant to this agreement, we filed a shelf registration statement under the Securities Act to register the reoffer and resale of these shares of common stock. We are required to maintain the effectiveness of the registration statement for the shorter of two years and the date upon which all of the shares covered by the registration statement have been sold. In addition, we agreed to provide customary indemnification and contribution for the benefit of the other parties to the registration rights agreement, including WPV.

The sole general partner of WPV is Warburg, Pincus & Co. (WP & Co.). Warburg Pincus LLC (WP LLC) manages WPV. Mr. Newman is a general partner of WP & Co and a Vice Chairman, Managing Director and member of WP LLC.

Three private equity funds (the WP funds) managed by WP LLC held all of the outstanding preferred stock of EEX Corporation prior to our acquisition of EEX and received an aggregate of 4,700,000 shares of our common stock in exchange for their EEX preferred stock in the acquisition. Concurrently with the execution of the merger agreement to acquire EEX, we entered into a registration rights agreement and a voting agreement with the WP funds. Pursuant to the registration rights agreement, we filed a shelf registration statement under the Securities Act to register the reoffer and resale of the shares of our common stock received by the WP funds in the acquisition. We are required to maintain the effectiveness of the registration statement until all of the shares of our common stock received by the WP funds in the acquisition have been sold or until such time as such shares are eligible for resale under Rule 144(k) under the Securities Act. In addition, if we propose to file a registration statement or a prospectus supplement to an already effective shelf registration statement with respect to an underwritten public offering of our common stock, the WP funds have the right to include their shares of our common stock in the registration, subject to certain limitations. We also agreed to provide customary indemnification and contribution for the benefit of the WP funds. Pursuant to the voting agreement, we paid the WP funds $62,500, representing 50% of the filing fee paid by the WP funds in connection with antitrust filings they made in connection with the acquisition.

WP & Co is the sole general partner of the WP funds and Mr. Newman was a director of EEX prior to its acquisition. Individually, Mr. Newman received 3,250 shares of our common stock in exchange for 56,992 shares of EEX common stock he held prior to the acquisition.

Ms. Huffington is a principal owner of Huffco International L.L.C. and David A. Trice, our President and Chief Executive Officer, is a minority owner of Huffco. In May 1997, prior to Ms. Huffington and Mr. Trice becoming affiliated with us, we acquired from Huffco an entity now known as Newfield China, LDC, the owner of a 35% interest (subject to a 51% reversionary interest held by the Chinese government) in a production sharing contract area, referred to as "Block 05/36," in the Bohai Bay, offshore China. Huffco retained preferred shares of Newfield China that provide for an aggregate dividend equal to 10% of the excess of proceeds received by Newfield China from the sale of oil, gas and other minerals over all costs incurred with respect to exploration and production in Block 05/36, plus the cash purchase price we paid Huffco for Newfield China ($6.2 million). At December 31, 2002, Newfield China had approximately $36 million in unrecovered costs, no reserves and no revenue and, as a result, no dividends have been paid to date on its preferred shares.