Newfield Exploration Co. Deferred Compensation Plan As Amended And Restated As of July 26, 2007

Exhibit 10.3 NEWFIELD EXPLORATION COMPANY DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED AS OF JULY 26, 2007


NEWFIELD EXPLORATION COMPANY DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED AS OF JULY 26, 2007 W I T N E S S E T H: WHEREAS , NEWFIELD EXPLORATION COMPANY , adopted the NEWFIELD EXPLORATION COMPANY DEFERRED COMPENSATION PLAN (the " Plan" ) effective as of April 1, 1997 and last amended it effective as of January 1, 2005; WHEREAS , the Committee has reserved to itself in Section 10.4 the power to amend the Plan; and WHEREAS , the Committee desires to make certain additional amendments to the Plan to bring it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended. NOW THEREFORE , the Plan hereby is amended and restated effective as of July 26, 2007, to read as follows:


TABLE OF CONTENTS Page I. Definitions and Construction 1 1.1 Definitions 1 1.2 Number and Gender 3 1.3 Headings 3 II. Participation 3 2.1 Participation 3 2.2 Cessation of Active Participation 3 III. Account Credits 3 3.1 Base Salary Deferrals 3 3.2 Bonus Compensation Deferrals 4 3.3 Special Rule for Performance-Based Compensation Bonus 4 3.4 Effect of 401(k) Plan Hardship Withdrawal 5 3.5 Company Deferrals 5 3.6 Earnings Credits 5 IV. Vesting and In-Service Distributions 6 4.1 Vesting 6 4.2 In-Service Distributions 6 V. Payment of Benefits 7 5.1 Payment Election Generally 7 5.2 Special Rule for 409A Transition Period Elections 7 5.3 Time of Benefit Payment 7 5.4 Form of Benefit Payment 7 5.5 Failure to Elect Form of Payment 7 5.6 Death 8 5.7 Acceleration of Payment 8 5.8 Designation of Beneficiaries 9 5.9 Unclaimed Benefits 9 5.10 Delay of Payments Under Certain Circumstances 9 VI. Administration of the Plan 10 6.1 Committee Powers and Duties 10 6.2 Self-Interest of Members 10 6.3 Claims Review 10 6.4 Company to Supply Information 11 6.5 Indemnity 11 VII. Administration of Funds 12 7.1 Payment of Expenses 12 7.2 Trust Fund Property 12

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Page VIII. Nature of the Plan 12 IX. Participating Employers 13 X. Miscellaneous 13 10.1 Not Contract of Employment 13 10.2 Alienation of Interest Forbidden 13 10.3 Withholding 13 10.4 Amendment and Termination 14 10.5 Severability 14 10.6 Governing Laws 14 10.7 Change of Control 14 10.8 Compliance with Section 409A 14

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I.
Definitions and Construction 1.1 Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary. Account : A memorandum bookkeeping account established on the records of the Company for a Member that is credited with amounts determined in accordance with Article III of the Plan. As of any determination date, a Member' s benefit under the Plan shall be equal to the amount credited to his Account as of such date. A Member shall have a 100% nonforfeitable interest in his Account at all times. Board : The Board of Directors of the Company. Base Salary : The base rate of cash compensation paid by the Company to or for the benefit of a Member for services rendered or labor performed while a Member including base pay a Member could have received in cash in lieu of (A) deferrals pursuant to Section 3.1 and (B) contributions made on his behalf to any qualified plan maintained by the Company or to any cafeteria plan under Section 125 of the Code maintained by the Company. Bonus Compensation : With respect to any Member for a Plan Year, an amount awarded under the Newfield Employee 1993 Incentive Compensation Plan or the Newfield Exploration Company 2003 Incentive Compensation Plan. Change of Control : The occurrence of any of the following: (1) the Company is not the surviving Person (as such term is defined below in this definition) in any merger, consolidation or other reorganization (or survives only as a subsidiary of another Person); (2) 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; (3) the Company sells, leases or exchanges all or substantially all of its assets to any other Person; (4) the Company is to be dissolved and liquidated; (5) 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 (6) 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. Code : The Internal Revenue Code of 1986, as amended. Committee : The Compensation & Management Development Committee of the Board. Company : Newfield Exploration Company. Company Deferrals : Deferrals made by the Company on a Member' s behalf pursuant to Section 3.3. Company Stock : The common stock of Newfield Exploration Company. Effective Date : April 1, 1997. Member : Each individual who is a Member pursuant to Article II. Plan : The Newfield Exploration Company Deferred Compensation Plan. Plan Year : The twelve-consecutive month period commencing January 1 of each year; provided, however, that the first Plan Year shall begin on April 1, 1997 and shall end on December 31, 1997. Section 409A : Section 409A of the Code and any applicable regulations or rulings thereunder. Separation from Service : A " separation from service" within the meaning of Section 409A(a)(2)(a)(i) of the Code. Specified Employee : On any date in the applicable period, any employee of the Company or any affiliate of the Company that would be considered a single employer with the Company under Section 414(a) and (b) of the Code who was a " key employee" within the meaning of Section 416(i) of the Code (without regard to paragraph (5) thereof) at any time during the 12-month period ending on the identification date. For the period beginning January 1, 2005 and ending March 31, 2006, the identification date is December 31, 2004. Thereafter, the applicable period is each 12-month period beginning on April 1, 2006 and each subsequent April 1 and the identification date for each such period is the immediately preceding December 31. For example, for the period beginning April 1, 2006, the identification date is December 31, 2005. Specified Employees shall be determined in accordance with Section 409A. Trust : The trust, if any, established under the Trust Agreement.

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Trust Agreement : The agreement, if any, entered into between the Company and the Trustee pursuant to Article VIII. Trust Fund : The funds and properties, if any, held pursuant to the provisions of the Trust Agreement, together with all income, profits and increments thereto. Trustee : The trustee or trustees appointed by the Committee who are qualified and acting under the Trust Agreement at any time. 1.2 Number and Gender . Wherever appropriate herein, words used in the singular shall be considered to include the plural and words used in the plural shall be considered to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender. 1.3 Headings . The headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control. II.
Participation 2.1 Participation . Prior to January 1, 2007, Members are those employees of the Company, whose Base Salary exceeds an amount equal to (i) the limitation on elective deferrals provided in Code Section 402(g) ($9,500 for 1997) with such amount to be adjusted automatically to reflect any cost of living adjustment authorized by Section 402(g)(5) of the Code, divided by (ii) the decimal 0.08. However, for periods on or after January 1, 2007, Members are those employees of the Company who are designated by the Committee as eligible to participate in the Plan. The Committee shall notify each employee who is a Member. 2.2 Cessation of Active Participation . Notwithstanding any provision herein to the contrary, an employee who is a Member shall cease to be entitled to defer Base Salary and/or Bonus Compensation hereunder or receive an allocation of Company Deferrals effective for payroll periods commencing after the first date the employee ceases to be a Member. Any such Committee action shall be communicated to the affected individual prior to the effective date of such action. III. Account Credits 3.1 Base Salary Deferrals . Any Member may elect to defer receipt of an integral percentage of from 1% to 90% of his Base Salary for services to be performed during any Plan Year. A Member' s election to defer receipt of a percentage of his Base Salary for any Plan Year shall be made on or before the last day of the preceding Plan Year; provided, however, a Member' s election to defer receipt of a percentage of his Base Salary for the Plan Year beginning April 1, 1997 shall be made on or before March 31, 1997. Notwithstanding the foregoing, if any individual initially becomes a Member other than on the first day of a Plan Year, and, after December 31, 2004, who is treated under Section 409A as first becoming eligible to participate in an " account balance" plan maintained by the Company, such individual

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may elect to defer receipt of a percentage of his Base Salary for such Plan Year no later than 30 days after he first becomes a Member. Such election shall apply only to a pro rata portion of his Base Salary for such Plan Year based upon the number of days remaining in such Plan Year after the date of the election divided by 365 (or 366 if a leap year). Any such election after December 31, 2004 shall be effective for payroll periods commencing after the date of the election. Base Salary for a Plan Year not deferred by a Member pursuant to this Section 3.1 shall be received by such Member in cash except as provided by any other plan maintained by the Company. Deferrals of Base Salary under the Plan shall be made before elective deferrals or contributions of Base Salary under any other plan maintained by the Company. Deferrals of Base Salary made by a Member for a Plan Year shall be credited to such Member' s Account as of the date the Base Salary deferrals would have been received by such Member in cash had no deferrals been made pursuant to this Section 3.1. Except as provided in Section 3.4, deferral elections of Base Salary for a Plan Year pursuant to this Section 3.1 shall be irrevocable through the end of the Plan Year for which they are made. 3.2 Bonus Compensation Deferrals . Any Member may elect to defer receipt of an integral percentage of from 1% to 100% of his Bonus Compensation for any Plan Year. Such election may apply to the Member' s current award or deferred award under the Newfield Employee 1993 Incentive Compensation Plan or the Newfield Exploration Company 2003 Incentive Compensation Plan for a Plan Year. A separate election may be made with respect to each type of Bonus Compensation (current or deferred) that otherwise would be paid in cash. A Member' s election to defer receipt of a percentage of his Bonus Compensation for any Plan Year shall be made on or before the last day of the preceding Plan Year. For Bonus Compensation earned with respect to services performed after December 31, 2004, the election to defer Bonus Compensation must be made in the Plan Year preceding the Plan Year in which the bonus period begins. For example, if Bonus Compensation for 2007 is paid in 2008, the election to defer the 2007 Bonus Compensation must be made in 2006. Notwithstanding the foregoing, (1) a Member' s election to defer receipt of a percentage of his Bonus Compensation for the Plan Year beginning April 1, 1997, may be made on or before March 31, 1997 and (2) if any individual initially becomes a Member other than on the first day of a Plan Year, and, after December 31, 2004, such individual is treated under Section 409A as first becoming eligible to participate in an " account balance" plan maintained by the Company, such Member' s election to defer receipt of a percentage of his Bonus Compensation for such Plan Year may be made no later than 30 days after he becomes a Member, but such election shall apply only to a pro rata portion of his Bonus Compensation for such Plan Year based upon the number of complete months remaining in such Plan Year divided by twelve in the case of Bonus Compensation deferred before 2006 and for Bonus Compensation deferred in 2006 and thereafter, based on the number of days remaining in the Plan Year divided by 365. Deferrals of Bonus Compensation under this Plan shall be made before elective deferrals or contributions of Bonus Compensation under any other plan maintained by the Company. Bonus Compensation deferrals made by a Member shall be credited to such Member' s Account as of the date the Bonus Compensation deferral would have been received by such Member had no deferral been made pursuant to this Section 3.2. Except as provided in Section 3.4, deferral elections of Bonus Compensation for a Plan Year pursuant to this Section 3.2 shall be irrevocable. 3.3 Special Rule for Performance-Based Compensation Bonus . In the event that the Company offers bonus compensation that constitutes " performanced-based compensation"

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within the meaning of Section 409A, a Member may elect at least 6 months before the end of a performance period to defer an integral percentage of from 1% to 100% of his performance-based compensation bonus for services performed during a performance period; provided that (i) the performance period must be at least 12 months; (ii) performance criteria are established in writing not later than 90 days after commencement of the performance period; (iii) the Member must be a Member continuously from the date upon which the performance criteria for the particular performance period were established through the date of his election; and (iv) at the time of the election, the performance-based compensation bonus is not substantially certain to be paid or is not readily ascertainable. Deferrals of performance-based compensation under this Plan shall be made before elective deferrals or contributions of performance-based compensation under any other plan maintaine ...