0001193125-10-040348 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2010 • Xto Energy Inc • Crude petroleum & natural gas • Texas

WHEREAS, XTO Energy Inc., a Delaware Corporation (the “Company”) and Keith A. Hutton (“Employee”) entered into an Employment Agreement, dated as of November 18, 2008, effective as of December 1, 2008 (the “Agreement”);

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2010 • Xto Energy Inc • Crude petroleum & natural gas • Texas

WHEREAS, XTO Energy, Inc., a Delaware Corporation (the “Company”) and Bob R. Simpson (“Employee”) entered into an Employment Agreement, dated as of November 18, 2008, effective as of December 1, 2008, and subsequently amended on September 16, 2009 (the “Agreement”); and

FORM OF STOCK AWARD AGREEMENT FOR EMPLOYEES UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008
Agreement for Employees • February 25th, 2010 • Xto Energy Inc • Crude petroleum & natural gas

THIS AGREEMENT is entered into this 17th day of November, 2009, between XTO Energy Inc., a Delaware corporation (the “Company”), and (“Grantee”), pursuant to the provisions of the XTO Energy Inc. 2004 Stock Incentive Plan, as Amended and Restated as of May 20, 2008 (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 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2010 • Xto Energy Inc • Crude petroleum & natural gas • Texas

WHEREAS, XTO Energy Inc., a Delaware Corporation (the “Company”) and Vaughn O. Vennerberg, II (“Employee”) entered into an Employment Agreement, dated as of November 18, 2008, effective as of December 1, 2008 (the “Agreement”);

FORM OF STOCK AWARD AGREEMENT (RESTRICTED SHARES) FOR EMPLOYEES UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008
Agreement • February 25th, 2010 • 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. 2004 Stock Incentive Plan, as Amended and Restated as of May 20, 2008 (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.

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