0001193125-09-037189 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 25th, 2009 • Xto Energy Inc • Crude petroleum & natural gas • Texas

This Employment Agreement (“Agreement”) is entered into this 18th day of November, 2008, but effective December 1, 2008 (the “Effective Date”), between XTO Energy Inc., a Delaware corporation (“XTO Energy”) (XTO Energy and, to the extent applicable, one or more of its subsidiaries, being collectively referred to herein as “Employer”), and Keith A. Hutton, who resides in Colleyville, Texas (“Employee”).

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SECOND FORM OF NONQUALIFIED STOCK OPTION AGREEMENT FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008
Nonqualified Stock Option Agreement • February 25th, 2009 • 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 (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.

SECOND FORM OF STOCK AWARD AGREEMENT FOR EMPLOYEES WITH EMPLOYMENT AGREEMENTS UNDER THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008
Stock Award Agreement • February 25th, 2009 • 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.

XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT FOR GRANT
Agreement for Grant of Performance Shares • February 25th, 2009 • Xto Energy Inc • Crude petroleum & natural gas • Texas

This Amended and Restated Agreement for Grant (this “Agreement”) is executed and effective on the 18th day of November, 2008, by and between XTO ENERGY INC., a Delaware corporation (the “Company”), and BOB R. SIMPSON (the “Executive”).

FORM OF AWARD AGREEMENT TO CHAIRMAN UNDER SECTION 11 OF THE XTO ENERGY INC. 2004 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED AS OF MAY 20, 2008
Award Agreement • February 25th, 2009 • Xto Energy Inc • Crude petroleum & natural gas

THIS AGREEMENT is entered into this day of , 200 , between XTO Energy Inc., a Delaware corporation (herein called “Company”), and (herein called “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 shares set forth below to Grantee.

XTO ENERGY INC. AMENDED AND RESTATED AGREEMENT FOR GRANT
Agreement for Grant • February 25th, 2009 • Xto Energy Inc • Crude petroleum & natural gas • Texas

This Amended and Restated Agreement for Grant (this “Agreement”) is executed and effective on the 18th day of November, 2008, by and between XTO ENERGY INC., a Delaware corporation (the “Company”), and [form for KEITH A. HUTTON, VAUGHN O. VENNERBERG II, LOUIS G. BALDWIN AND TIMOTHY L. PETRUS] (the “Executive”).

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