Form of Stock Grant Agreement

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. Amended and Restated 2004 Stock Incentive Plan (the “Plan”). The Corporate Governance and Nominating 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.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties do hereby agree as follows:

1. Grant of Shares. Subject to all of the terms, conditions, and provisions of the Plan and of this Agreement, the Company hereby grants to Grantee under Section 11 of the Plan shares of the common stock of the Company, of the par value of one cent ($0.01) per share (“Common Stock”), which shares shall consist of authorized but unissued shares or issued shares reacquired by the Company. Such shares are being issued under Section 11 of the Plan.

3. Restrictions on Transfer. The shares granted hereunder may not be sold, assigned, pledged, hypothecated, transferred or otherwise disposed of for a period of years following the date of this Agreement and shall bear the following restrictive legend:

THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE GRANTED TO THE NAMED OWNER SUBJECT TO THE TERMS OF AN AWARD AGREEMENT BETWEEN THE OWNER AND THE ISSUER, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED, OR OTHERWISE DISPOSED OF FOR YEARS FOLLOWING THE DATE OF THIS CERTIFICATE.

Notwithstanding the foregoing, upon the death or permanent disability of the Grantee, or in the event of a Change in Control of the Company as defined in the Plan, prior to the expiration of the restriction period, the shares shall become immediately transferable and the restrictions on transfer will be lifted.

4. Grantee’s Agreement. Grantee expressly and specifically agrees that, with respect to the calendar year in which such shares are granted, Grantee shall include in his gross income for federal income tax purposes the fair market value of the shares.

5. Other Terms, Conditions, and Provisions. As noted above, the shares herein granted by the Company to Grantee are granted subject to all of the terms, conditions and provisions of the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and Plan prospectus and hereby consents to receive any updates to the Plan or Plan prospectus electronically. The parties agree that the entire text of the Plan is incorporated by reference as if copied herein. Reference is made to the Plan for a full description of the rights of Grantee and all of the other terms, conditions and provisions of the Plan applicable to the shares granted herein. If any of the provisions of this Agreement vary from or are in conflict with the Plan, the provisions of the Plan will be controlling.

IN WITNESS WHEREOF, this Agreement is executed and entered into effective on the day and year first above expressed.


XTO ENERGY INC.

By:
Name:		Bob R. Simpson
Title:		Chairman of the Board and Chief Executive Officer

GRANTEE