THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Pioneer Natural Resources Company (PXD)

4/3/2006 Proxy Information

In 2004, the Company acquired Evergreen in a merger. Before the completion of the merger, Mark S. Sexton was Evergreen's Chairman of the Board, President, and Chief Executive Officer. Under the terms of Mr. Sexton's change in control agreement with Evergreen, the Company is providing Mr. Sexton continuation of his health care and other insurance benefits for two years following the merger.

Tom Sheffield, the brother of Scott D. Sheffield, is employed at a subsidiary of the Company as the Raton Asset Team Manager. For 2005, Tom Sheffield was paid $139,750 in base salary and $38,931 in bonus and received restricted stock awards for 3,997 shares of Company common stock with a fair market value on the date of grant of $156,802. Scott D. Sheffield disclaims any interest in Tom Sheffield's compensation.

Mr. Jones is of counsel to the firm of Thompson & Knight, L.L.P. since his retirement from the firm in January 1998. Thompson & Knight, L.L.P. provides periodic legal services to the Company. Thompson & Knight, L.L.P. customarily gives the "of counsel" title to retired partners of the firm. Mr. Jones has no role in, and receives no pay from, Thompson & Knight, L.L.P. except payments under a retirement savings plan.

4/5/2005 Proxy Information

On May 3, 2004, the Company and Evergreen entered into an Agreement and Plan of Merger pursuant to which the Company acquired Evergreen on September 28, 2004. Before the completion of the merger, Mark S. Sexton was Evergreen's Chairman of the Board, President, and Chief Executive Officer; Andrew D. Lundquist was an independent director of Evergreen; and Scott D. Sheffield (the Company's Chairman of the Board, Chief Executive Officer and then President) was an independent director of Evergreen. As a result of the merger, Messrs. Sexton and Lundquist were appointed to the Company's Board of Directors as Class I and Class III directors, respectively. On May 3, 2004, the Company also entered into a Non-Competition Agreement with Mr. Sexton and Consulting and Non-Competition Agreements with two other officers of Evergreen. The aggregate number of shares of Company common stock issued in the merger to Evergreen stockholders was approximately 25.4 million, and the aggregate amount of cash paid in the merger to Evergreen stockholders was approximately $863.2 million, including the consideration for Evergreen's Kansas properties.

Mr. Sheffield owned 6,400 shares of Evergreen common stock, options to purchase 4,800 shares of Evergreen common stock that were exercisable, options to purchase 19,200 shares of Evergreen common stock that were not fully exercisable, and a restricted stock award for 9,600 shares of Evergreen common stock. As a result of the merger, Mr. Sheffield received 9,307 shares of Company common stock, options to acquire 27,924 shares of Company common stock, and $319,713 in cash with respect to his equity interests in Evergreen.

Mr. Lundquist owned 3,402 shares of Evergreen common stock, options to purchase 4,800 shares of Evergreen common stock that were exercisable, options to purchase 19,200 shares of Evergreen common stock that were not fully exercisable, and a restricted stock award for 9,600 shares of Evergreen common stock. As a result of the merger, Mr. Lundquist received 7,563 shares of Company common stock, options to acquire 27,924 shares of Company common stock, and $259,810 in cash with respect to his equity interests in Evergreen.

Mr. Sexton owned 243,234 shares of Evergreen common stock; options for 507,578 shares of Evergreen common stock, including options for 75,000 shares that vested in the merger prior to the time they would otherwise have vested; restricted stock awards for 75,000 shares of Evergreen common stock that vested prior to the time they would otherwise have vested. As a result of the merger, Mr. Sexton received 185,130 shares of Company common stock, options to acquire 590,568 shares of Company common stock, and $6,358,368 in cash with respect to his equity interests in Evergreen. In addition, under the terms of Mr. Sexton's change in control agreement with Evergreen, the Company is providing Mr. Sexton continuation of his health care and other insurance benefits for two years following the merger.

Before completion of the merger in September 2004, a dispute arose concerning the amounts that would be payable to the Evergreen executives pursuant to their change in control agreements upon completion of the merger. The Company believed the aggregate amount that would be payable was approximately $7.6 million based on the Company's analysis of the historical cash salaries and cash bonuses and estimated tax gross-ups for the three Evergreen executives. The executives asserted that the change in control payment calculation must also take into account the executives' restricted stock awards granted when their annual compensation was set and that the aggregate cash payable to them would be up to $30.0 million, depending on the value attributed to Evergreen common stock for purposes of the calculation. The Company disagreed with the methodology and stock valuations the executives used to calculate the cash amount that would be payable to them. The Company and the three Evergreen executives had a number of discussions to attempt to resolve the disagreement before the completion of the merger on September 28, 2004, but their efforts were unsuccessful.

During October 2004, the Company and the three executives settled their disputes. Associated therewith, the Company paid to the three executives $6.4 million of aggregate non-competition payments and $7.6 million of change in control payments determined in accordance with the change in control agreements, including a $2.6 million change in control payment to Mr. Sexton. On October 29, 2004, the Company entered into a new Non-Competition Agreement with Mr. Sexton. Mr. Sexton's new Non-Competition Agreement has a two-year term and replaced the Non-Competition Agreement dated May 3, 2004 between the Company and Mr. Sexton. The Non-Competition Agreement provides that Mr. Sexton will not:

(i) engage in or be involved with a competing activity with the Company in the Raton Basin of Colorado or New Mexico,

(ii) solicit with respect to hiring any employee of the Company, and (iii) acquire any oil and gas interests within 20 miles of any oil and gas interests owned by Evergreen in three areas generally described as the Uinta and Piceance Basin in Utah and Colorado and the Western Sedimentary Basin in Canada without providing the Company 30 days prior written notice and offering the Company the right to acquire up to 50 percent of the oil and gas interests at cost.

Mr. Sexton was paid $3.1 million as compensation for entering into the new Non-Competition Agreement.

Tom Sheffield, the brother of Scott D. Sheffield, is employed at a subsidiary of the Company as the Raton Asset Team Manager. For 2004, Tom Sheffield was paid $121,658 in base salary and $28,406 in bonus and received restricted stock awards for 620 shares of Company common stock with a fair market value on the date of grant of $19,127. Scott D. Sheffield disclaims any interest in Tom Sheffield's compensation.

Kevin Spratlen, the husband of Susan Spratlen (an officer of the Company responsible for corporate communications), is employed at a subsidiary of the Company as Senior Support Analyst. For 2004, Kevin Spratlen was paid $55,800 in base salary and $8,999 in bonus and received restricted stock awards for 135 shares of Company common stock with a fair market value on the date of grant of $4,165.

Mr. Jones is of counsel to the firm of Thompson & Knight, L.L.P. since his retirement from the firm in January 1998. Thompson & Knight, L.L.P. provides periodic legal services to the Company. Thompson & Knight, L.L.P. customarily gives the "of counsel" title to retired partners of the firm. Mr. Jones has no role in, and receives no pay from, Thompson & Knight, L.L.P. except payments under a retirement savings plan.

4/2/2004 Proxy Information

Jerry P. Jones is of counsel to the firm of Thompson & Knight, L.L.P. since his retirement from the firm in January 1998. Thompson & Knight, L.L.P. provides periodic legal services to the Company. Thompson & Knight, L.L.P. customarily gives the "of counsel" title to retired partners of the firm. Mr. Jones has no role in, and receives no pay from, Thompson & Knight, L.L.P. except payments under a retirement savings plan. Accordingly, the Board of Directors does not consider this relationship to be relevant to Mr. Jones' independence.

4/7/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.