Exhibit 10.2 Amendment Number Two to XTO Energy Inc. Amended and Restated Agreement


    EXHIBIT
      10.2

    AMENDMENT
      NUMBER TWO TO

    XTO
      ENERGY INC.

    AMENDED
      AND RESTATED AGREEMENT

    


    WHEREAS,
      the Amended and Restated Agreement was executed and effective on the 15th day
      of
      October, 2004, by and between XTO ENERGY INC., a Delaware
      corporation (the “Company”), and BOB R. SIMPSON
      (the “Executive”), and was amended by that Amendment No. One to XTO Energy Inc.
      Amended and Restated Agreement (as amended, the “Agreement”); and

    


    WHEREAS,
      pursuant to Section 4.2 of the Agreement, the Agreement may be amended by
      mutual written agreement signed by the Company and the Executive (the
“Parties”); and

    


    WHEREAS,
      the Parties desire to amend the Agreement (i) to reflect that the Amended and
      Restated Management Group Employee Severance Protection Plan is now referred
      to
      as the “Second Amended and Restated Management Group Employee Severance
      Protection Plan,” (ii) to eliminate the requirement that the Company provide a
      Gross-Up Payment (as defined in the Agreement) to the Executive under Section
      2.4 of the Agreement, and (iii) to permit the reduction of the amount of
      Total Payments (as defined in the Agreement) paid to the Executive under
Section 2.4 of the Agreement.

    


    NOW,
      THEREFORE, for and in
      consideration of the mutual promises, covenants and obligations contained
      herein, the Company and the Executive agree as follows:

    


    1. Section
      1.2 is amended by deleting the last sentence in said Section in its entirety
      and
      substituting in lieu thereof the following:

    


    For
      purposes of this Agreement, if the Executive’s employment with the Company is
      terminated by the Company other than for “Cause” (as defined in the Second
      Amended and Restated XTO Energy Inc. Management Group Employee Severance
      Protection Plan (the “Severance Plan”)) prior to the date on which a Change in
      Control occurs, and it is reasonably demonstrated 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 purposes hereof, such termination shall be deemed
      to
      have occurred immediately following a Change in Control. 

    


    2. Section
      2.4 is amended by deleting said Section in its entirety and substituting in
      lieu
      thereof the following:

    


    2.4 Payment
      Reduction. In the event it shall be determined that any payment or
      distribution of any type by the Company to or for the benefit of the Executive,
      whether paid or payable or distributed or distributable pursuant to the terms
      of
      this Agreement or otherwise (the “Total Payments”), would be subject to the
      excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
      amended (the “Code”) or any interest or penalties with respect to such excise
      tax (such excise tax, together with any such interest and penalties, are
      collectively referred to as the “Excise Tax”), then the amount of the Total
      Payments, shall be reduced, so that the aggregate present value of all payments
      in the nature of compensation to (or for the benefit of) the Executive which
      are
      contingent on a change of control (as defined in Section 280G(b)(2)(A) of the
      Code) is the maximum amount of payments that could be made, without the
      imposition of the excise tax under Section 4999 of the Code. To the extent
      the
      Total Payments must be reduced in accordance with this Section 2.4, the
      Company shall retain cash amounts that are otherwise payable to the Executive,
      and, if necessary, the Company shall retain such other amounts, in its
      discretion, which would otherwise be payable to the

     

    
      
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      Executive.
        The provisions of Section 13 of Executive’s employment agreement (as
        amended) shall apply for all purposes (and are incorporated herein by reference)
        with respect to any benefits receivable by Executive under the Agreement
        including (i) the calculation and limitation of the Total Payments
        Executive is to receive under the Agreement, (ii) the calculation of the
        Excise
        Tax that may be imposed on Executive with respect to such Total Payments,
        (iii)
        the calculation of any Underpayment and Indemnification Amount with respect
        to
        any Underpayment related to benefits under the Agreement, and (iv) the time
        for
        payment of any such amounts by the Company; for these purposes all defined
        terms
        in Section 13 shall apply for all purposes of the Agreement in connection
        with Executive’s benefits under the Agreement.

    

    


    3. Except
      as amended hereby, the Agreement, as previously amended, shall remain in full
      effect.

    


    IN
      WITNESS WHEREOF, the Parties have caused this amendment to the Agreement to
      be
      executed and delivered as of December 31, 2007.

     

    XTO
      ENERGY INC.

     

    


    By: /s/
      Vaughn O. Vennerberg II 

    Name:
 Vaughn
      O. Vennerberg II
         

    Title: Senior
      Executive Vice President and

    Chief
      of
      Staff

    


    EXECUTIVE

    


    /s/
      Bob R. Simpson

    Bob
      R. Simpson

     

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