Exhibit 10.27 

**XTO ENERGY INC.**

**AMENDED AND RESTATED OUTSIDE DIRECTORS SEVERANCE PLAN**

WHEREAS, the XTO Energy Inc. Outside Directors Severance Plan was adopted by the Board of Directors acting on behalf of XTO Energy Inc.,a Delaware corporation (the “Company”), effective as of August 20, 2002 and previously amended and restated as of August 15, 2006 (the “Prior Plan”); and 

WHEREAS, pursuant to Section 5.2 of the Prior Plan, the Prior Plan generallymay be amended by resolution adopted by two-thirds ( 2/3) of the Board of Directors of the Company; and 

WHEREAS, pursuant to a resolution adopted by two-thirds ( 2/3) of the Board of Directors of the Company, the Board of Directors of the Company desires to replace the Prior Plan with thisPlan and to amend and restate the Prior Plan to reflect certain provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any guidance issued thereunder. This amendment is intended as good faithcompliance with the requirements of Section 409A of the Code and is to be construed in accordance with Section 409A of the Code and the guidance issued thereunder; and 

WHEREAS, the Board of Directors of the Company recognizes that the current business environment makes it difficult to attract and retainhighly qualified outside directors; and 

WHEREAS, the Company recognizes that its outside directors will be significantlyinvolved in evaluating or negotiating any offers, proposals, or other transactions which could result in a change in control of the Company and believes that it is in the best interest of the Company and its stockholders for such outside directorsto be in a position, free from personal financial considerations, to assess objectively and pursue aggressively the interests of the Company and its stockholders in making such evaluations and carrying on such negotiations. 

NOW, THEREFORE, in order to fulfill the above purposes, the following plan has been developed and is hereby adopted. 

**ARTICLE I**

**ESTABLISHMENT OF PLAN**

As of the date this Plan is approved by the Board, or such other date as the Board shall designate in its resolutionapproving the Plan (the “***Effective Date***”), the Company hereby amends and restates the Prior Plan as set forth in this document. 

**ARTICLE II**

**DEFINITIONS**

As used herein, the following words and phrases shall have the following respective meanings unless the context clearly indicatesotherwise. 

2.1 ***Board***. The Board of Directors of the Company. 

2.2 ***Cash Retainer***. The annual cash retainer in effect immediately prior to a Change in Control that is paid to the OutsideDirector for the Outside Director’s performance of services to the Company in the capacity of an Outside Director, not including fees paid to committee chairs or meeting fees. 

 

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2.3 ***Change in Control***. A “***Change in Control***” shallmean the occurrence of one or more of the following events as objectively determined based upon all of the facts and circumstances without the exercise of discretion by the Board: (i) a Change in Ownership of the Company; (ii) a Change inEffective Control of the Company; or (iii) a Change in the Ownership of a Substantial Portion of the Assets of the Company. For purposes hereof: 

(a) “***Acting as a Group***” shall mean “acting as a group” as such phrase is defined under Section 409A of the Code and the regulations or other guidance issuedthereunder. 

(b) “***Change in Ownership***” shall mean that any one person or more thanone person Acting as a Group acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided,however, that if any one person or more than one person Acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of any additional stock by the sameperson or persons shall not be considered a Change in Ownership or a Change in Effective Control. 

(c)“***Change in Effective Control***” shall mean that either: 

(1) any one person or morethan one person Acting as a Group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of the stock of the Company possessing 35% or more of the total votingpower of the stock of the Company; or 

(2) a majority of members of the Board is replaced during any12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, provided that for purposes of this paragraph (2) the Company refers solely tothe “relevant corporation” (as such term is defined in Section 409A of the Code and the regulations or other guidance issued thereunder) for which no other corporation is a majority shareholder. 

Notwithstanding the foregoing, if any one person or more than one person Acting as a Group, is considered to effectively control theCompany, the acquisition of additional control by the same person or persons shall not be considered to cause a Change in Effective Control. 

(d) “***Change in the Ownership of a Substantial Portion of the Assets***” shall mean any one person or more than one person Acting as a Group acquires (or has acquired duringthe 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total Gross Fair Market Value equal to more than 40% of the total Gross Fair Market Value of all of the assets ofthe Company immediately prior to such acquisition or acquisitions. 

A Change in the Ownership of aSubstantial Portion of the Assets shall not be deemed to have occurred if Company assets are transferred to: 

 

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(1) a shareholder of the Company (immediately before the asset transfer)in exchange for or with respect to its stock; 

(2) an entity, 50% or more of the total value of voting powerof which is owned, directly or indirectly, by the Company; 

(3) a person, or more than one person Acting asa Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or 

(4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in sub-paragraph (d)(3). 

For purposes of this paragraph and except as otherwise provided, a person’s status is determined immediately afterthe transfer of assets. 

(e) For purposes of this Section 2.3, “***Gross Fair MarketValue***” shall mean the value of the Company’s assets, or the value of the Company’s assets being disposed of, determined without regard to any liabilities associated with such assets. 

(f) Notwithstanding anything herein to the contrary, under no circumstances will a change in the constitution of the boardof directors of any subsidiary, a change in the beneficial ownership of any subsidiary, the merger or consolidation of a subsidiary with any other entity, the sale of all or substantially all of the assets of any subsidiary or the liquidation ordissolution of any subsidiary constitute a “Change in Control” under this Agreement. 

(g)Notwithstanding the foregoing provisions of this Section 2.3, if an Outside Director’s services as an Outside Director are involuntary terminated prior to the date on which a Change in Control occurs, and it is reasonablydemonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with a Change in Control, then for all purposeshereof, such termination shall be deemed to have occurred immediately following a Change in Control. 

2.4***Company***. XTO Energy Inc., a Delaware corporation. 

2.5 ***Outside Director***. A member of the Boardor an advisory member of the Board who is not an employee of the Company. 

2.6 ***Plan***. This XTO Energy Inc.Amended and Restated Outside Directors Severance Plan, as amended from time to time. 

2.7 ***Stock GrantValue****.* The number of shares most recently granted to each Outside Director in the form of a stock grant that vested immediately as part of his or her annual compensation pursuant to the XTO Energy Inc. Amended and Restated 2004 StockIncentive Plan, or any successor or replacement plan, multiplied by the closing price of the Company’s common stock on the day on which a Change in Control occurs (or, if such common stock is not traded on the day the Change in Controloccurs, on the day on which such common stock last traded prior to the Change in Control). 

 

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**ARTICLE III**

**PAYMENTS UPON THE OCCURRENCE OF A CHANGE IN CONTROL**

3.1 Right to Payment.Upon a Change in Control an Outside Director shall be entitled to receive and the Company shall pay the Outside Director a payment in an amount equal to three (3) times the sum of the Outside Director’s Cash Retainer and the Stock GrantValue. 

3.2 Form and Time of Payment. The payment described in Section 3.1 hereof shall be paid to theOutside Director in a lump sum in cash less applicable tax withholding within thirty (30) days after the date of a Change in Control. 

3.3 Vesting of Grants. Unless otherwise specifically provided to the contrary in any option agreement, restricted stock agreement, or other agreement relating to equity-type compensation between the OutsideDirector and the Company, all units, stock options, incentive stock options, performance shares, and stock appreciation rights (under the XTO Energy Amended and Restated 2004 Stock Incentive Plan or any other plan or arrangement) (hereaftersometimes referred to as the “Rights”) held by the Outside Director immediately prior to the Change in Control, and any such Rights received by the Outside Director after such Change in Control (whether or not received in exchange for orin substitution for existing Rights), shall immediately become 100% vested and exercisable, and the Outside Director shall become 100% vested in all shares of restricted stock held by or for the benefit of the Outside Director; provided, however,that to the extent the Company is unable to provide for such acceleration of vesting with respect to any such Rights or shares of restricted stock, the Company shall provide in lieu thereof a lump-sum cash payment, within thirty (30) days afterthe date of a Change in Control, equal to the difference between the total value of such unaccelerated Rights or shares of restricted stock (the “Stock Rights”) as of the date of a Change in Control and the total value if such Stock Rightshad accelerated vesting. The value of such accelerated vesting in the Outside Director’s Stock Rights shall be determined by the Board in good faith based on a valuation performed by an independent consultant selected by the Board; any suchStock Rights which are not in existence at the time of a Change in Control shall be valued as of the date immediately prior to the Change in Control. 

3.4 Termination of Services. Except as otherwise provided in Section 2.3, if an Outside Director’s services as an Outside Director are voluntarily or involuntary terminated prior to the date onwhich a Change in Control occurs, such Outside Director shall not be entitled to receive the benefits provided under this Article III. 

**ARTICLE IV**

**SUCCESSORS TO COMPANY**

This Plan shall bind any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, in thesame manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not, by the foregoing provision or by operation of law, be bound bythis Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan in the same manner and to the same extent that the Company would be required to performif no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession where such successor would not otherwise be bound by this Plan shall be a breach hereof and shall entitleOutside Directors to compensation from the Company in the same amount and on the same terms as such Outside Directors would be entitled hereunder if the service of such Outside Directors were involuntarily terminated as directors or advisorydirectors on the date immediately after the date of the Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the date 

 

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of termination. As used herein, the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets asaforesaid which executes and delivers the agreement provided for in this Article IV or which otherwise becomes bound by all the terms and provisions hereof by operation of law. 

**ARTICLE V**

**DURATION, AMENDMENT, AND PLAN TERMINATION**

5.1 Duration. This Plan shall continue in effect until terminated in accordance with Section 5.2. If a Change inControl occurs, this Plan shall continue in full force and effect, and shall not terminate or expire, until the later of (a) thirty (30) days after the date of such Change in Control, or (b) the date on which all Outside Directors whohave become entitled to a benefit hereunder have received all of such benefits in full. 

5.2 Amendment and Termination. The Plan may be terminated or amended in any respect by resolution adopted by two-thirds ( 2/3) of the Board; provided, however, that except to the extent necessary to prevent the current taxation of a participant under Section 409A of the Code and any guidance issuedthereunder as so determined by two-thirds ( 2/3) of the Board in its sole discretion, that no such amendment or terminationof the Plan may be made if such amendment or termination would adversely affect any right of an Outside Director who became an Outside Director prior to the later of (a) the date of adoption of any such amendment or termination, or (b) theeffective date of any such amendment or termination. The Plan shall not be subject to amendment, change, substitution, deletion, revocation, or, except as provided in Section 5.1 above, termination in any respect whatsoever following aChange in Control; provided, however, that the Board may amend, change, substitute, delete, revoke or otherwise modify the terms of this Plan if the Board determines, in its sole discretion, that such amendment, change, substitution, deletion,revocation or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A of the Code or applicable law. 

**ARTICLE VI**

**MISCELLANEOUS**

6.1 Outside Director’s Legal Expenses. To the extent permitted by law, the Company agrees to pay, upon written demandtherefor by the Outside Director, all legal fees and expenses which the Outside Director may reasonably incur as a result of any dispute or contest (regardless of the outcome thereof) by or with the Company or others regarding the validity orenforceability of, or liability under, any provision hereof, plus in each case interest at the “applicable Federal rate” (as defined in Section 1274(d) of the Code). In any such action brought by an Outside Director for damages or toenforce any provisions hereof, the Outside Director shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Company’s obligations hereunder, in the OutsideDirector’s sole discretion. 

6.2 Validity and Severability. The invalidity or unenforceability of any provisionof the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction, shall not invalidate or render unenforceablesuch provision in any other jurisdiction. 

6.3 The Outside Director’s Heirs, etc. This Agreement shall inure tothe benefit of and be enforceable by the Outside Director’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Outside Director should die while any amounts would stillbe payable to him or her hereunder as if the Outside Director had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms hereof to the Outside Director’s designee or, if there be nosuch designee, to the Outside Director’s estate. 

 

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6.4 Governing Law. The validity, interpretation, construction and performance ofthe Plan shall in all respects be governed by the laws of the State of Texas. 

6.5 Compliance with Section 409A ofthe Code. Notwithstanding any other provision in this Plan to the contrary, if and to the extent this Plan provides for nonqualified deferred compensation, the Plan is intended to be exempt from or otherwise satisfy the provisions ofSection 409A of the Code. In no event shall any benefit be made available to an Outside Director pursuant to this Plan, if the Board determines in its discretion that such benefit would result in the imposition of an excise tax on such OutsideDirector under Section 409A of the Code. Without in any way limiting the effect of the foregoing, in the event that Section 409A of the Code requires that any special terms, provision or conditions be included in the Plan, then such terms,provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Plan, and notwithstanding any provision in Article V to the contrary, the Plan shall be reformed in such manner as the Board determines isappropriate to be exempt from or otherwise comply with Section 409A of the Code. Further, in the event that the Plan shall be deemed not to comply with Section 409A of the Code, then neither the Company, the Board, nor its or theirdesignees or agents shall be liable to any Outside Director for actions, decisions or determinations made in good faith. 

IN WITNESS WHEREOF, XTO Energy Inc. has caused these presents to be executed by its duly authorized officer on the 18th day of November, 2008. 

 

XTO ENERGY INC.

By:
 
/s/ Vaughn O. Vennerberg II

Name:
 
Vaughn O. Vennerberg II

Title:
 
Senior Executive Vice President &

Chief of Staff

 

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