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EXHIBIT 5
SPECIMEN OF LEGEND TO BE PLACED ON NEWFIELD EXPLORATION COMPANY COMMON STOCK
CERTIFICATES
This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Rights Agreement between Newfield Exploration
Company and ChaseMellon Shareholder Services L.L.C., dated as of February 12,
1999 (the "Rights Agreement"), the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal executive offices
of Newfield Exploration Company. Under certain circumstances, as set forth in
the Rights Agreement, such Rights will be evidenced by separate certificates and
will no longer be evidenced by this certificate. Newfield Exploration Company
will mail to the holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request therefor. As described in the
Rights Agreement, Rights issued to or acquired by any Acquiring Person or any
Affiliate or Associate thereof (each as defined in the Rights Agreement) shall,
under certain circumstances, become null and void.
