0001193125-07-044381 Sample Contracts

XTO ENERGY INC. AGREEMENT
Agreement • March 1st, 2007 • Xto Energy Inc • Crude petroleum & natural gas • Texas

This Agreement (this “Agreement”) is executed and effective on the 21st day of November, 2006, by and between XTO ENERGY INC., a Delaware corporation (the “Company”), and TIMOTHY L. PETRUS (the “Executive”).

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FORM OF STOCK AWARD AGREEMENT (RESTRICTED SHARES) FOR EMPLOYEES UNDER THE XTO ENERGY INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN
2004 Stock Incentive Plan • March 1st, 2007 • Xto Energy Inc • Crude petroleum & natural gas

THIS AGREEMENT is entered into this day of , 200 , between XTO Energy Inc., a Delaware corporation (the “Company”), and (“Grantee”), pursuant to the provisions of the XTO Energy Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”). The Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined that Grantee is eligible to be a participant in the Plan and, to carry out its purposes, has this day authorized the grant, pursuant to the Plan, of the stock award set forth below to Grantee.

AMENDMENT NO. ONE TO XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT
Agreement • March 1st, 2007 • Xto Energy Inc • Crude petroleum & natural gas • Delaware

WHEREAS, the Amended and Restated Agreement (the “Agreement”) was executed and effective on the 15th day of October, 2004, by and between XTO ENERGY INC., a Delaware corporation (the “Company”), and (the “Executive”) and

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