0001193125-06-222077 Sample Contracts

COMMERCIAL PAPER DEALER AGREEMENT between XTO Energy Inc., as Issuer and ., as Dealer
Commercial Paper Dealer Agreement • November 2nd, 2006 • Xto Energy Inc • Crude petroleum & natural gas • New York

This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

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ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • November 2nd, 2006 • Xto Energy Inc • Crude petroleum & natural gas • New York

We have acted as counsel to , a corporation (the “Issuer”), in connection with the proposed offering and sale by the Issuer in the United States of commercial paper in the form of short-term promissory notes (the “Notes”).

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