X0303 4 2009-12-01 0 0000868809 XTO ENERGY INC XTO 0001182679 KNIFFEN BENNIE G 810 HOUSTON STREET FORT WORTH TX 76102 0 1 0 0 Sr. VP and Controller Common Stock 2009-12-01 4 F 0 1568 42.93 D 416427 D Common Stock 145830 I 401(k) Plan Shares withheld in payment of tax liabilities in accordance with Rule 16b-3 upon the partial vesting (33 1/3%) of restricted shares granted on December 1, 2008 under the 2004 Stock Incentive Plan, as Amended and Restated as of May 20, 2008. Shares owned as of December 1, 2009 through the 401(k) Plan. Frank G. McDonald, Attorney-in-Fact for Bennie G. Kniffen 2009-12-02