Exhibit 10.1 Amendement to Employment Agreement

                                                                                                                 
    EXHIBIT
      10.1

    AMENDMENT
      TO

    EMPLOYMENT
      AGREEMENT

    


    WHEREAS,
      the Employment Agreement (the “Agreement”) was executed and effective on the
      16th day of May, 2006, by and between XTO ENERGY INC., a Delaware
      corporation (the “Company”), and BOB R. SIMPSON (the
“Employee”); and

    


    WHEREAS,
      pursuant to Section 18 of the Agreement, the Agreement may be amended by
      mutual written agreement signed by the Company and the Employee (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 dated August 15,
      2006 is now referred to as the “Second Amended and Restated Management Group
      Employee Severance Protection Plan” (the “Plan”), (ii) to eliminate the
      requirement that the Company provide a Gross-Up Payment (as defined in the
      Agreement) to Employee under Section 13 of the Agreement and under
Section 6.01 of the Plan, and (iii) to permit the reduction of the amount
      of “Total Payments” paid to Employee following a Change in Control (as defined
      in the Agreement).

    


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

    


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

    


    In
      the
      event of a Change in Control or a termination of Employee’s employment under
      this Agreement for any reason, Employee shall have no right to receive any
      compensation, remuneration, bonus or benefit for any period subsequent to the
      Date of Termination or the Change in Control, as the case may be, except as
      may
      be provided in Sections 11, 12 and 13 or pursuant to the Second Amended
      and Restated Management Group Employee Severance Protection Plan effective
      August 15, 2006.

    


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


      In
        the
        event that Employee elects to receive any severance benefits pursuant to
        the
        Second Amended and Restated Management Group Employee Severance Protection
        Plan
        effective August 15, 2006, or any similar plan, program, or arrangement of
        Employer, Employee shall not be entitled to receive any compensation,
        remuneration, bonus or benefit under Sections 11, 12, or 13 of this
        Agreement. Further, Employee shall not be entitled to receive the Gross-Up
        Payment as provided in Article VI of the Plan, but instead, the provisions
        of
Section 13 of this Agreement (as amended herein) shall apply for all
        purposes with respect to any benefits receivable by Employee under the Plan
        (and
        for all purposes relating the Employee, such provisions shall be considered
        to
        have been incorporated by reference in the Plan) including (i) the calculation
        and limitation of the Total Payments Employee is to receive under the Plan,
        (ii)
        the calculation of the Excise Tax that may be imposed on Employee with respect
        to such Total Payments, (iii) the calculation of any Underpayment and
        indemnification of Employee with respect to any Underpayment related to benefits
        under the Plan, 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 Plan in connection with Employee’s benefits under the
        Plan. 

      


      3. Section
        11.7 is amended by deleting the last sentence in said Section in its entirety
        and 

    

     

    
      
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    substituting
      in lieu thereof the following:

    


    If
      Employee receives any compensation or benefits in accordance with this
Section 11, he expressly waives any right to participate in or receive
      any benefits or payments under the Second Amended and Restated Management Group
      Employee Severance Protection Plan effective August 15, 2006.

    


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

    


    13.1 In
      the event it shall be determined that any payment or distribution of any type
      by
      Employer to or for the benefit of Employee, 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 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) Employee 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 Article VI, the
      Company shall retain cash amounts that are otherwise payable to Employee, and,
      if necessary, the Company shall retain such other amounts, in its discretion,
      which would otherwise be payable to Employee. 

    


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

    


    13.2 All
      determinations required to be made under this Section 13 shall be made by
      an independent accounting firm retained by Employer on the date of the Change
      in
      Control (the “Accounting Firm”), which shall provide detailed supporting
      calculations both to Employer and Employee within fifteen (15) business days
      of
      the Payment Date, if applicable, or such earlier time as is requested by
      Employer. If the Accounting Firm determines that no Excise Tax is payable by
      Employee, it shall furnish Employee with an opinion that he has substantial
      authority not to report any Excise Tax on his federal income tax return. Any
      determination by the Accounting Firm shall be binding upon Employer and
      Employee. As a result of the uncertainty in the application of Section 4999
      of
      the Code at the time of the initial determination by the Accounting Firm
      hereunder, it is possible that such Accounting Firm may miscalculate the maximum
      amount of Total Payments Employee may receive under Section 13.1 with
      imposition of an excise tax under Code Section 4999; if such miscalculation
      results in the imposition of an excise tax on Employee, any Excise Tax amounts
      that Employee is required to pay shall be referred to as an “Underpayment.” In
      the event that Employer exhausts its remedies pursuant to Section 13.3
      and Employee thereafter is required to make a payment of any Underpayment,
      the
      Accounting Firm shall determine the amount of the Underpayment and Employer
      shall pay to Employee an amount (the “Indemnification Amount”) such that, after
      payment by Employee of all taxes (including additional excise taxes under said
      Section 4999 and any interest and penalties imposed with respect to any taxes)
      imposed upon the Indemnification Amount, Employee retains an amount equal to
      the
      Underpayment. Employer shall pay the Indemnification Amount to Employee as
      soon
      as practicable after determination of Employee’s liability for the
      Underpayment.

    


    6. Section
      13.3 is amended by deleting the first sentence in said Section in its entirety
      and 

     

    
      
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    substituting
      in lieu thereof the following:

    


    Employee
      shall notify Employer in writing of any claim by the Internal Revenue Service
      that, if successful, would require the payment by Employee of any Underpayment.
      

     

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

    


    Furthermore,
      Employer’s control of the contest shall be limited to issues with respect to
      which any Underpayment would be payable hereunder and Employee shall be entitled
      to settle or contest, as the case may be, any other issue raised by the Internal
      Revenue Service or any other taxing authority.

    


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

    


    If,
      after
      the receipt by Employee of an amount advanced by Employer pursuant to
Section
      13.3,
      a
      determination is made that Employee shall not be entitled to any refund with
      respect to such claim and Employer does not notify Employee in writing of its
      intent to contest such denial of refund prior to the expiration of thirty (30)
      days after such determination, then such advance shall be forgiven and shall
      not
      be required to be repaid and the amount of such advance shall offset, to the
      extent thereof, the amount of any Underpayment required to be paid.

    


    9. 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 on December 31, 2007.

     

            XTO
      ENERGY
      INC.

     

    


            By:  /s/
      Vaughn O. Vennerberg II 

        Vaughn
      O. Vennerberg II
          

                                Senior
      Executive Vice President
      and Chief of Staff 

    


    


            EMPLOYEE

     

            /s/
      Bob R.
      Simpson

            Bob
      R.
      Simpson

     

     

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