0001193125-06-226860 Sample Contracts

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE XTO ENERGY INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS
Nonqualified Stock Option Agreement • November 7th, 2006 • 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 (the “Committee”) of the Board of Directors of the Company 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 nonqualified stock option set forth below to Grantee.

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SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT dated as of October 25, 2006 among XTO ENERGY INC., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and The Lenders Party Hereto
5-Year Revolving Credit Agreement • November 7th, 2006 • Xto Energy Inc • Crude petroleum & natural gas • Texas

THIS SECOND AMENDMENT TO 5-YEAR REVOLVING CREDIT AGREEMENT (this “Second Amendment”) dated as of October 25, 2006, is among XTO ENERGY INC., a Delaware corporation, as the Borrower; JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., and U.S. BANK NATIONAL ASSOCIATION, as Issuing Banks, and the Lenders party hereto.

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